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HomeMy WebLinkAbout2005-08-23 - AGENDA REPORTS - FRANCHISE TRASH BIN RFP (2)Agenda Item ' v CITY OF SANTA CLARITA AGENDA REPORT Travis Lange UNFINISHED BUSINESS City Manager Approval: Item to be presented by: DATE: August 23, 2005 SUBJECT: REQUEST FOR PROPOSALS (RFP) FOR A FRANCHISE PROGRAM FOR TEMPORARY TRASH BIN AND ROLL -OFF I0 I a R OMA19]_C1.41 DEPARTMENT: Field Services RECOMMENDED ACTION City Council approve the proposed RFP and direct staff to proceed with the franchise process. Pursuant to the California Integrated Waste Management Act of 1989 (AB 939), the City of Santa Clarita is required to divert 50 percent of the waste generated or accumulated within the City. If it fails to do so, the City could be fined up to $10,000 per day for non-compliance. Currently, the City is not in compliance with the 50 percent diversion requirement. The most recent (2003) diversion rate was 40 percent. The City was approved for an additional time extension until the end of 2005 to achieve a diversion rate of 50 percent. As part of its AB 939 compliance efforts, the City is implementing new and innovative programs to reach the 50 percent diversion goal. One of the programs is a Construction and Demolition materials (C&D) recycling ordinance that includes the recycling of waste materials coming from construction and demolition projects, such as wood, cement, bricks, etc. On July 12, 2005, staff also proposed a franchise system for temporary bin and roll -off bin providers to Council. The purpose of the franchise is to complement the C&D ordinance requiring the temporary bin and roll -off bin providers to divert a minimum amount of materials. Staff proposed the franchise based on the year 2000 study of the City's waste generation activities. This study shows 25 percent of all the waste going to landfills, from sources within the City, comes from non -franchised hauling activities. Although the majority of that waste comes APPROVED from roll -off bins located at construction and demolition projects, the C&D ordinance addresses only a portion of the waste stream. Several (more than 100) large businesses located throughout the City subscribe to roll -off box solid waste services, and several small construction and renovation projects fall under the threshold of the C&D ordinance. The proposed franchise program for roll -off haulers would require the temporary bin and roll -off box haulers to divert a minimum of 50 percent of these materials rather than landfill them, which unfortunately is more convenient and at times less expensive. The C&D Ordinance ensures large waste -generating construction and demolition projects divert waste, whether they use a roll -off hauler or self -haul. Waste that falls outside the requirements in the C&D Ordinance would be captured through the temporary bin and roll -off box franchises. Staff identified at least 18 cities that either permit or franchise roll -off and temporary bin services. The cities are: Chino, Chula Vista, Lancaster, Los Angeles, Maywood, Montebello, Monterey Park, Palmdale, Paramount, Rolling Hills, Rolling Hills Estates, Compton, El Monte, Mountain View, Fairfield, Pasadena, Upland, and San Gabriel. The results of staffs research is attached for your review. The practices implemented by each of the cities interviewed were based on each city's individual waste stream and needs. Based on staffs conversations, nine of the fourteen respondents to the survey stated the system did help to increase their diversion. Additionally, eleven of the cities interviewed also stated it became easier to track data by franchising the services. The tracking and reporting of data does serve as approximately half of a City's compliance with AB 939. The California Integrated Waste Management Board looks at both numerical compliance (diversion percentage) and programs. The tracking of data can help establish good faith efforts when a city falls short with its numerical compliance. It also enables the City to more carefully monitor its AB 939 compliance. At the July 12, 2005, City Council meeting, staff recommended the following requirements in the RFP: • As part of their proposal for the franchise, the haulers must establish that they will be able to divert 50 percent of their waste when providing temporary bin and roll -off box solid waste services in the City. • An evenly divided administrative fee to offset the cost to the City for the preparation of the RFP. For example, if the RFP costs the City a total of $36,000 and 18 haulers qualify for the franchise, each hauler would pay $2,000 for the administrative fee. • A franchise fee that would offset the City's ongoing cost of implementing the program. Staff recommends placing the fee at 5 percent of gross revenue. (Eleven of the fourteen cities interviewed require a franchise fee and nine of them base that franchise fee on revenue. These cities charged from 8 to 20 percent of revenue as the franchise fee. The proposed 5 percent fee is also lower than the 10 percent franchise fee required by the City's commercial and residential franchise agreements.) Staff also recommended each franchise have the following requirements: 9 50 percent minimum diversion while under the franchise; • Minimum insurance requirements ($1,000,000.00 for Business Automobile Liability; $1,000,000.00 for Commercial General Liability, and the statutory limits for Workers Compensation); • Monthly activity updates showing the amount of waste that was diverted, and how much was landfilled; • All containers used in the City must contain company name, phone number, identifier, and must be clear of graffiti. Under Public Resources Code § 49520, if a city determines that solid waste services are to be provided through exclusive franchises, such as those which would be awared through the RFP, a hauler which has provided solid waste services pursuant to a city franchise, contract, license or permit for more than three previous years, may continue to provide those services for up to five years after mailed notification that services are to be provided. If a city has not issued any of the current haulers a City franchise, contract, license or permit, they may be prohibited from continuing to provide such services unless they obtain a franchise through this RFP. Even if a hauler claims to have continuation rights, that hauler may be required to provide solid waste services in substantial compliance with the terms and conditions of the franchise. If a hauling firm refuses to become a part of the franchise and continues to provide services in the City, the City will then need to take enforcement action. The enforcement action can include fines or even impounding the said hauler's containers. By doing so, all haulers will have sufficient motivation to comply with the franchise. Based on Council's concerns during the July 12, 2005, meeting, staff incorporated the following changes in the RFP: Impact of Fees on the Haulers - Since the Council was concerned with the impact of the fees on the haulers, staff no longer recommends an administrative fee, and the City will absorb the cost of preparing and releasing the RFP. However, staff does recommend that the City require a 5 percent franchise fee. The fee would offset the cost of the franchise to the City, which includes administrative staff time, cost of maintaining the vehicle that will be utilized for inspecting sites, auditing the franchises, record keeping with respect to AB 939 compliance, and repair to local roads caused by the excessive wear and tear created by the' large collection vehicles. The recommended franchise fee is lower than the average franchise fee required by the other cities that staff identified in their research (11 percent) and is less than the City's other two existing solid waste franchise fees of 10 percent. Allowing the "Little Guy" to Compete - Several Council members were concerned with the City forcing out the smaller hauling companies or preventing an entrepreneur from providing services in the City. The fees in the franchise agreement are based on the size of the operations in the City, and are not a lump sum that is charged equally to the larger haulers and the smaller ones. Therefore, a smaller company will not pay the same fees as a larger company. This also balances the City's needs to give franchises only to reputable haulers and to capture the waste generated by the said haulers Establishing a rate band - Per Council's request, staff contacted other cities to determine if they required a rate band. Staff found the majority of the cities do not have a rate band and, therefore, staff is not advising to establish a rate band. Staff can work with the haulers to establish a rate band if the Council so chooses to implement one. Insurance — Originally, staff recommended $1,000,000 for Business Automobile Liability insurance. Upon further discussion of the insurance requirements with the City Attorney and Risk Manager, it was determined that $2,000,000 aggregate and $1,000,000 per occurance, per event, would be a more appropriate requirement. If Council directs staff to proceed with the proposed franchise system, staff estimates the following schedule: 1. August 29, 2005 - Staff will send a letter to the haulers operating in the City, informing them that beginning January 1, 2006, Temporary Bin and Roll -Off Box solid waste services in the City of Santa Clarita will be provided by exclusive franchise, to be issued through the RFP. The letter will encourage the haulers to begin submitting monthly reports to the City to demonstrate they can reach 50 percent diversion. Staff will also advertise the forthcoming franchise program, and the availability of the RFP in the solid waste trade press. 2. September 21, 2005 - Staff will conduct a mandatory pre -proposal workshop. 3. October 7, 2005 - Deadline for receiving proposals. Staff will immediately review the proposals and will determine which haulers meet the minimum requirements. 4. November 8, 2005 - Staff will present the proposals and ordinance to Council for consideration of approval. 5. January 1, 2006 - Start of collection under new program. ALTERNATIVE ACTIONS Other action as determined by the City Council. FISCAL IMPACT None by this action. ATTACHMENTS Temporary Trash Bin and Roll -Off Bin Provider RFP Matrix of Franchise System in Other Cities Temporary Bin and Roll -Off Bin Survey City Chino Did this system Increase diversion? Yes. Did the franchise/permit system help with reporting waste diversion to the Cl!y? Yes. Chula Vista Yes. Yes. EI Monte Undetermined. Undetermined. Fairfield Yes. The City is currents at 65% diversion. Didn't chan e. Lancaster Yes. Yes. Maywood Undetermined Yes. Montebello Yes. The City currently has a 63% diversion rate. Prior to the franchise system, it was 50%. Yes. Mountain View Yes, the Ci is cu rrent) at 51 %diversion. Undetermined. Palmdale Undetermined. Most recent diversion rate was at 42% and are currently on second time extension to the end of 2005. Yes. Paramount Undetermined. The City is at 48% diversion and has received a good faith effort from the ClWM13. Yes. Pasadena Yes. The City's diversion rate is at 53%. Yes. Rolling Hills Estates No. However it helps with reporting. Yes. San Gabriel Yes. Currently the City's diversion rate is at 41%. Yes. Upland Yes, provides the City with more control. Yes. 8/17/2005 SD #4853-1719-4240 vl DRAFT 8/1&2005 5:00 PM I. RFP HIGHLIGHTS A. Overview of this RFP The City of Santa Clarita, California (the "City") intends to award and seeks pro- posals for multiple exclusive franchises for Temporary Bin and Roll -Off Box service in the City of Santa Clarita.l Services sought include collection, recycling and marketing of Recyclable Solid Waste, diversion of inerts, transportation, disposal and reporting of Temporary Bin and Roll -Off Box services. More specifically, the City seeks proposals from qualified proposers who would provide these and other related solid waste services for temporary bin and roll -off box service recipients in the City: • Collection, recycling and disposal from Temporary Bin and Roll -Off Boxes; • Meeting the Proposer's proposed diversion levels, which will be a ma- terial condition of the franchises to be awarded to the successful propos- ers(s); • Marketing of Recyclable Solid Wastes; • Effective recycling and diversion of Construction and Demolition Ma- terials ("C&D Materials") generated at residential and commercial prem- ises in the City; • Effective Diversion of Inert Wastes: Successful proposers will be those who propose to use best efforts to remove "inert wastes" (rock, concrete, brick, sand, soil, ceramics and cured asphalt) from the waste stream and not dispose of them in a solid waste landfill so they may be deducted from the amount of solid waste required to be reported by the City to the CIWMB. See Public Resources Code § 41821.3.(b). Education of Temporary Bin and Roll -Off Box Customers regarding recycling and safe disposal of hazardous wastes and Universal Wastes; Reporting of Recycling, Diversion and Disposal to Help the City Reach AB 939 Diversion Goals, including cooperation with waste sur- veys and assistance in rebutting reports erroneously attributing the origin of Temporary Bin and Roll -Off Box waste as the City of Santa Clarita; and 1 This constitutes notice in accordance with Public Resources Code § 49520. -1- SD #4853-1919-4240 A DRAFr 8/16/2005 5:00 PM • Green Waste Collection from Temporary Bin and Roll -Off Box service recipients which will provide the City with maximum diversion credit. Each of these services is described in this RFP. Solid waste enterprises qualified and willing to provide these services are encour- aged to submit proposals. B. Franchises to be Awarded The City expects to award exclusive Temporary Bin and Roll -Off Box Service Solid Waste Franchises through this RFP process. The term of the franchises would be for five years, beginning on January 1, 2006 and ending on December 31, 2010, unless earlier terminated. By "Temporary Bin Service," the City means Bin Service provided to a premises on a temporary, as -needed, basis in such a manner that no Bin belonging to a particular solid waste enterprise, or any of its affiliates, remains on the premises for more than 30 days at a time, or for more than 60 days of any consecutive 90 -day period in any calendar year. By "Roll -Off Box Service" the City means solid waste collection service using solid waste containers with a capacity of 10 cubic yards, or more, including compactors. Franchises for temporary bin service, roll -off box service, or both, will be awarded to all proposers which, in the City's judgment, meet the City's standards, as set forth in this RFP and in the "DRAFT Temporary Bin and Roll -Off Box Service Franchise Agreement Between the City of Santa Clarita and [Successful Proposer]." Temporary Bin service and Roll -Off Box Solid Waste service to be provided to the franchises to be awarded through this RFP are consistent with the exclusive solid waste franchises for Residential and Commercial Solid waste, which do not cover Temporary Bin or Roll -Off Box Solid Waste service, or Construction and Demolition wastes/materials. Note that C&D Materials may be self -hauled by licensed contractors performing work within the scope of their respective licenses. A temporary bin or roll -off box hauler which does not submit a proposal, but which can establish to the City's satisfaction that it is entitled to continuation rights under Public Resources Code § 49520, will be required to meet the same standards which the City requires of franchised temporary bin and roll -off box haulers, including, but not limited to diversion rates and insurance. See Public Resources Code § 49521. The City is unaware that any solid waste enterprises qualify for continuation rights. State agencies, including state and county offices, special districts and public schools, under current law, are exempt from the City's franchise requirements, and may .2. SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM make arrangements with other solid waste enterprises for temporary bin and roll -off box services. However, successful proposers awarded exclusive franchises to provide Temporary Bin and Roll -Off service in the City will be expected to provide the same level of diversion for Temporary Bin and Roll -off box services provided to state and county offices, special districts and public schools facilities located in the City. The franchises to be awarded do not include medical waste, hazardous waste, as- bestos -containing waste, radioactive waste, sewage sludge or source -separated Universal Waste. Neither single nor multi -family residential solid waste services nor regularly recurring commercial solid waste bin services are part of this RFP. Single and multi -family solid waste services and commercial solid waste bin services are provided through separate exclusive franchises, which are not part of this RFP. The successful proposers would be paid by service recipients, not by the City. The City reserves the right to cancel or modify this RFP. C. About this RFP The City is particularly interested in proposals for maximizing the diversion of re- cyclable Temporary Bin and Roll -Off Box wastes, including Construction and Demoli- tion Materials, and inerts, from landfills and transformation facilities and effective recovery of Recyclable Solid Wastes from the Temporary Bin and Roll -Off Box waste stream. This RFP seeks proposals in which the proposer represents and warrants that if it receives an exclusive temporary bin and/or roll -off box franchise, it will achieve the performance (diversion) goals set forth in its proposal. The City expects successful proposers to achieve diversion rates of 50% or more. This will be a significant factor in the City's evaluation of proposals. The City will require successful proposers to stand behind their proposed diversion levels, as the franchise contracts to be awarded will make a successful proposer's failure to achieve the proposed diversion goals a material breach, and a basis for termination, following an opportunity to cure. This RFP seeks both Service and Rate Proposals. These proposals will be consid- ered to be public information and will be available for public inspection, once the deadlines for submission of the Service and the Rate Proposals, respectively, have passed. The franchises will be awarded solely on the basis of Service Proposals. While the City will not set rates, Rate Proposals are sought so that those in the market for temporary bin and roll -off box services will be able to determine which service providers provide competitive rates. .3. SD #4853-1719-4240 vt DRAFr 8/16/2005 5:00 PM One (1) mandatory Pre -Proposal Conference will be held for the initial franchises, although the City reserves the right to hold additional mandatory conferences. Please note that a "DRAFT Temporary Bin and Roll -Off Box Service Franchise Agreement Between the City of Santa Clarita and [Successful Proposer]" (the "Draft Agreement") is an important part of this RFP. If you did not receive a copy of the Draft Agreement with this RFP, please contact Benjamin Lucha, Environmental Projects Development Coordinator, c/o City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196, Telecopier (661) 255-4356, email blucha@santa-clarita.com to obtain a copy. Copies of Chapter 15.44 "Integrated Waste Management" and Chapter 15.46 "Construction and Demolition Materials Management" of the Santa Clarita Municipal Code ("S.C.M.C.") may be obtained from the City Clerk, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196. Telephone (661) 255-4315, or downloaded from the internet. The City's Source Reduction and Recycling Element ("SRRE") is available for review at the Office of the City Clerk and is available for purchase from the City upon payment of reproduction costs. Please contact Benjamin Lucha, Environmental Projects Development Coordinator, c/o City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196, Telecopier (661) 255-4356, email blucha@santa-clarita.com for information. -4- SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM II. GENERAL INFORMATION A. The City of Santa Clarita - Overview The City of Santa Clarita is located in Los Angeles County, California. According to the California State Department of Finance, Demographic Research Unit, the City of Santa Clarita's population as of January 1, 2005, was 167,954. B. Current Temporary Bin and Roll -Off Box Collection System Article 11, § 7 of the California Constitution, Public Resources Code § 40059 and Chapter 15.44 of the Santa Clarita Municipal Code allow the City to award Solid Waste franchises. All proposers will be given the opportunity to compete for the exclusive Temporary Bin and Roll -Off Box franchises which may be awarded through this RFP process. In 2003 the temporary bin and roll -off box service waste stream in the City was estimated to be 48,140 tons. The City does not certify that this represents the actual tonnage picked up by the current temporary bin and roll -off box haulers, or that all of that total was properly attributed to the temporary bin and roll -off box waste stream generated within the City. Proposers are welcome to inspect and copy, or simply order copies of, reports regarding Temporary Bin and Roll -Off Box waste generated in the City. Please contact Benjamin Lucha, Environmental Projects Development Coordinator, c% City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, Califor- nia 91355-2196, Telecopier (661) 255-4356, blucha@santa-clarita.com for information as to how to order copies of reports regarding Temporary Bin and Roll -Off Box waste generated in the City. Please note that the data contained in this section is for informational purposes only. Proposers should not rely on this information for developing Service or Rate Proposals. Further, the City makes no warranty as to the accuracy of this information and disclaims any responsibility for any such information which may subsequently be determined to be incomplete or inaccurate. C. City Goals and Objectives -General Achieve Diversion Goals at Fair Rates The City desires to achieve diversion goals and to have the successful proposers provide all reasonably necessary temporary bin and roll -off box service at fair prices. Construction & Demolition Materials .5. SD #4853-1719-4240 vl DRAFr 8/16/2005 5:00 PM Development and redevelopment in the City continue to result in the generation of significant quantities of Construction & Demolition Materials. The franchise will include C&D Materials generated or accumulated at residential as well as commercial premises, except for C&D Materials self -hauled by licensed contractors performing work within the scope of their respective licenses, using their own or leased equipment, or by the person in charge of day-to-day operations of the premises. (See S.C.M.C. § 15.44.900.) The City is very interested in proposals which would propose to implement techniques and practices to maximize diversion and recycling of Construction & Demolition Materials. Inerts Successful proposers will be those who propose to use best efforts to remove "in- ert wastes" (rock, concrete, brick, sand, soil, ceramics and cured asphalt) from the waste stream and not dispose of them in a solid waste landfill, but instead, placement of inert wastes on property where surface mining operations are being or have been conducted. If inert wastes are not disposed of in a solid waste landfill, but are placed on property where surface mining operations are being or have been conducted, they may be deducted from the amount of solid waste required to be reported by the City to the CIWMB. See Public Resources Code § 41821.3.(b). Highest and Best Use of Recyclable Solid Wastes Recyclable Solid Wastes which qualify for the highest use and have the highest market value are more likely to be diverted and/or recovered from the Temporary Bin and Roll - Off Box waste stream. Proposals which suggest steps by which the proposer would assist Temporary Bin and Roll -Off Box service recipients to enhance the quality of their source -separated recyclable solid wastes, if source -separation is proposed, will be viewed with favor. Maximize Recycling The City expects that the Successful proposers(s) will maximize the diversion of Temporary Bin and Roll -Off Box wastes that otherwise would go to landfill. The City would look favorably on proposers who would maximize the recovery of Recyclable Solid Wastes from the Temporary Bin and Roll -Off Box waste stream through effective use of customer education programs to encourage source -separation of Recyclable Solid Waste or use of Materials Recovery Facilities ("MRFs") or both Minimize or Eliminate Contamination of Temoorary Bin and Roll -Off Box waste with Hazardous Waste The City wants to reduce its exposure to potential liability under CERCLA, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., and .6. So #4853-1719-4240 vl DRAFr 8/16/2005 5:00 PM their state correlatives. The City requests proposals which would accomplish this objective. Proposers should address how they would deal with solid wastes which exhibit the characteristics of hazardous substances (which are reported to have been found in the Temporary Bin and Roll -Off Box waste stream of some communities). In addition, proposers should discuss how they would deal with those batteries, mercury -containing switches, electronic wastes, CRTs, fluorescent lamps and tubes, high intensity discharge lamps, thermostats and Universal Wastes, the handling of which is governed by the California Department of Toxic Substances Control, which sometimes may be improp- erly disposed of into the Temporary Bin and Roll -Off Box waste stream. D. Available Disposal Capacity The Proposer will select, identify and guarantee sufficient available capacity at one or more landfills or transformation facilities (selected by the Proposer or its service recipients, but not by the City) where all non -recyclable Temporary Bin and Roll -Off Box waste that cannot be diverted would be taken. E. Recyclable Temporary Bin and Roll -Off Box Waste Processing The Proposer is required to provide, or have access to a facility for the processing and marketing of all Recyclable Solid Wastes collected. F. Service Duration Collection under the franchises to be awarded will begin January 1, 2006 and will continue through December 31, 2010, unless terminated earlier. G. Estimated Waste Quantities Generated and Composition of Waste Stream Please contact Benjamin Lucha, Environmental Projects Development Coor- dinator, c% City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196, Telecopier (661) 255-4356, blucha@santa-clarita.com to obtain a copy of the latest information available to the City. H. Responsibilities of Successful Proposers The Successful proposers(s) will provide all collection, recycling, marketing, transportation, billing, reporting and disposal services, and will provide all necessary equipment, including Temporary Bins and Roll -Off Boxes, as more fully discussed in the Draft Agreement, which, by this reference, is incorporated into this RFP. -7- SD #4853-1719-4240 vi DRAFT 8/16/2005 5:00 PM III. PROGRAM REQUIREMENTS A. General Program Requirements This section of the RFP describes, in general terms, the services to be provided. Please be aware that the scope of services is described in greater detail in the DRAFT Temporary Bin and Roll -Off Box Franchise Agreement. Outline of Services Collection of Temporary Bin and Roll -Off Box Waste 2. Processing and marketing of Recyclable Solid Wastes 3. Customer Service 4. Reporting to City and other Agencies 5. Emergency Services 6. Insurance These services are described in greater detail in Section IILB-E, below. Summary of Scone of Temporary Bin and Roll -Off Box Service Recipients Temporary Bin and Roll -Off Box waste services may be provided to all premises in the City. The franchises also will include Construction and Demolition Materials generated or accumulated at residential as well as commercial premises, except for C&D Materials self -hauled by licensed contractors performing work within the scope of their respective licenses, or by the owner or other person in charge of day-to-day activities of the premises, pursuant to a self -haul permit. (See S.C.M.C. § 15.44.900.) State agencies, including state and county offices, special districts and public schools, under current law, are exempt from the City's franchise requirements. Federal facilities are subject to the City's franchise requirements. B. Basic Services Collection of Temporary Bin and Roll -Off Box waste Collection of Temporary Bin and Roll -Off Box waste, including source -separated Recyclable Solid Waste and Green Waste is to be provided to Temporary Bin and Roll - Off Box waste Service Recipients. -8- SD #4853-1719-4240 v1 DRAFT 8/1612005 5:00 PM Collection is not to occur after 5:00 p.m. or before 6:00 a.m. Temporary Bin and Roll -Off Box waste shall not be commingled with any solid waste from any other City or unincorporated areas of the County. 2. Processing and Marketing of Recyclable Solid Wastes The Successful proposers(s) shall have access to processing facility capacity and the resources necessary to recover and prepare Recyclable Solid Wastes for market and will market the prepared Recyclable Solid Wastes. Customer Service The Successful proposers(s)'s office shall be accessible by telephone. Ideally, the Successful proposers(s) would be able to respond to telephone calls during the hours from 7:00 a.m. to 4:00 p.m. daily, except Sundays and holidays. 4. Renortin to o City and other Agencies The successful proposers, in a timely manner, shall submit all reports required by the Draft Agreement including, but not limited to, reports relating to diversion and low - emission vehicles. The successful proposers also may be required to assist City in presentation of data to refute possibly erroneous attribution to the City of Santa Clarita of Temporary Bin and Roll -Off Box waste collected in other jurisdictions Emergency Services The Successful proposers shall be required to provide emergency services follow- ing a terrorist attack or natural disasters such as earthquakes, using equipment usually devoted to Temporary Bin and Roll -Off Box solid waste service in the City. 6. Indemnification and Insurance. The City's requirements for indemnification and insurance are set out in the Draft Agreement. C. Collection Equipment Specifications Equipment shall be of the highest quality reasonably available and feasible. The Successful proposers(s) shall make sufficient back-up capacity available to ensure that service remains uninterrupted. The Successful proposers(s), not the City, shall determine the size, shape, model and color of the bins, roll -off boxes, vehicles, vehicle trim and signage. In no case is a collection vehicle to bear the City's seal or signage suggesting that the City has exercised any form of possession or control over solid waste collected in a temporary bin or roll -off box. -9. SD #4853-1719-4240 vi DRAFT 8/16/2005 5:00 PM To protect the public health, safety and well-being, loads shall be kept completely enclosed at all times except when solid waste is being loaded or unloaded. No solid waste shall escape or leak from any collection vehicle except during unloading. Any spillage of materials which occurs during collection or in transit shall be cleaned up immediately by the Successful proposers(s) at its expense. Temporary bins and roll -off boxes used in the City shall be marked conspicuously with the name and telephone number of the solid waste enterprise and a unique identifier. D. Santa Clarita Municipal Code Compliance The Successful proposer(s) and its employees shall be familiar with and operate in compliance with the applicable sections of the Santa Clarita Municipal Code (SCMC). E. Non -Discrimination Requirements The Successful proposers(s), in the performance of its obligations, shall comply with all applicable local, state and federal laws pertaining to nondiscrimination and affirmative action. ao- SD #4853-1719-4240 vl DRAFT 9/16/2005 5:00 PM IV. RFP PROCESS A. Process Integrity Guidelines Given the scope of this Request for Proposals (RFP) and the City's desire to award contracts in a timely manner, free of contention, the City has created and instituted Process Integrity Guidelines for Proposers. These Guidelines govern interactions between Proposers and the City and the City's representatives during the proposal process. Upon receipt of this RFP and until the City Staff's recommendations for award of franchises is submitted to the City Council for approval, all contacts between the Proposer and the City on the matters addressed in this RFP are to be through Mr. Benjamin Lucha, Environmental Projects Devel- opment Coordinator c/o City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196; Telecopier (661) 255. 4356, blucha@santa-clarita.com except as provided below. Contacts by counsel or on legal matters are to be submitted in writing to City's Special Counsel, Rufus C. Young, Jr., Burke, Williams & Sorensen, LLP, 701 B Street, Suite 1790, San Diego, California 92101-8224, Telecopier (619) 615-6673, ryoung@bwslaw.com and to Amy E. Morgan, Burke, Wil- liams & Sorensen, LLP, 3403 Tenth Street, Suite 300, Riverside, California 92501-3629, Telecopier (951) 788-5785, amorgan@bwslaw.com with copy to Mr. Lucha. All substantive questions (i.e., other than questions about time and place of conferences, interviews, etc.) shall be submitted in writing, or asked at the pre -proposal conference. Any Proposer who fails to recognize or utilize this process of communication will be notified of its violation of the process and may be disqualified from the RFP process. • Any evidence which indicates a Proposer has failed to comply with the Proc- ess Integrity Guidelines may result in that Proposer's disqualification and for- feiture of the Proposer's Proposal Bond. Any questions regarding the Process Integrity Guidelines shall be in writing and shall be transmitted by Telecopier, mail and email to Mr. Benjamin Lucha, Environ- mental Projects Development Coordinator, c/o City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355-2196, Telecopier (661) 255-4356, blucha@santa-clarita.com and to City's Special Counsel, Rufus C. Young, Jr., Burke, Williams & Sorensen, LLP, 701 B Street, Suite 1790, San Diego, California 92101-8224, Telecopier (619) 615-6673, ryoung@bwslaw.com and Amy E. Morgan, Burke, Williams SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM & Sorensen, LLP, 3403 Tenth Street, Suite 300, Riverside, California 92501-3629, Telecopier (951) 788-5785, amorgan@bwslaw.com Any written communication from the City to a proposer will be transmitted simul- taneously to all Proposers, along with answers to written questions submitted. Prospec- tive proposers must facilitate this process by providing their telecopier numbers and email addresses to Mr. Lucha, Mr. Young and Ms. Morgan. B. RFP Schedule The anticipated schedule for this RFP is: Activity Date • Last day to submit written questions to City September 16, 2005 • City sends written responses to questions September 20, 2005 • Mandatory Pre -Proposal Conference September 21, 2005 10 a.m. - 12 p.m., Pacific Time • City sends written responses to Pre -Proposal Conference questions September 30, 2005 • Service Proposals Due to City Clerk October 7, 2005 3 p.m., Pacific Time • City completes initial October 17, 2005 evaluation and develops Rate Proposer list • Rate Proposals Due to City Clerk October 19, 2005 3 p.m., Pacific Time • City conducts proposer interviews October 20-24, 2005 (Optional) • Agreement(s) to City November 8, 2005 Council for approval • Start of collection under new program January 1, 2006 NOTE: CITY RESERVES THE RIGHT TO CHANGE THE SCHEDULE. C. RFP Questions -12- SD #4853-1719-4240 vl DRAFT 8/16/2005 5:00 PM Prospective proposers' questions must be submitted in writing in accordance with the RFP Schedule above, or be asked at the Pre -Proposal Conference. Questions will be answered to the degree possible at the Pre -Proposal Conference, with written follow-up. If possible, written answers will be provided to each Prospective Proposer who attended the Pre -Proposal Conference. D. Pre -Proposal Conferences One mandatory Pre -Proposal Conference will be held. At that time, any Prospec- tive Proposer may ask questions. NOTE: Attendance at the Pre -Proposal Conference, in the Council Chambers at Santa Clarita City Hall, 23920 Valencia Boulevard, Santa Clarita, California, is mandatory for all prospective proposers. Proposers whose designated representative(s) do not attend the Pre -Proposal Con- ference will not be allowed to continue in the RFP process. If a joint Proposal is to be submitted, a representative from each firm with a substantial interest (representing more than thirty-three percent (33%) of the total interest) must attend the Pre -Proposal Conference. E. Proposal Submittals Service Proposals must be submitted no later than the time specified in the above schedule. A proposer's Service Proposal shall explain how the proposer would provide the services sought. Criteria given in this Section IV of this RFP will be used as a basis of evaluation. Rate Proposals may be solicited from Proposers whose Service Proposals appear to meet the requirements for the services sought in this RFP. Solicitation of a Rate Proposal from a Proposer should in no way be construed to mean nor give rise to any inference that its Service Proposal was judged to be technically equal to any other Service Proposal. Proposers invited to submit Rate Proposals must submit them no later than the time specified in the above schedule. The City will consider all Service Proposals and Rate Proposals to be public information, once the deadline for submission of the Service Proposals and Rate Proposals, respectively, have passed. See San Gabriel Valley Tribune v. Superior Court (City of West Covina), 143 Cal.App.3d, 762 (1983). F. Proposal Evaluation and Interviews -13- SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM Proposals will be evaluated to identify the relative strengths and weaknesses of each proposer and each proposal. Proposals will be evaluated on the basis of the following factors, which are not listed in any order of precedence or importance: Service Proposals Service Capability: Demonstrated technical ability of the proposer to collect, transport, process and dispose of Temporary Bin and Roll -Off Box waste including: • Developing and carrying out (1) collection, (2) processing and (3) recycling and disposal reliably and consistently for an area comparable in size and population to Santa Clarita; • Maximizing Temporary Bin and Roll -Off Box waste diversion rates; including, but not limited to Construction & Demolition Materials and inerts generated in residential and commercial areas (see III.A, above); • Minimizing contamination of Recyclable Solid Wastes; and • Ability to achieve 50% Diversion Rates, as set forth in Service Proposals. Start-up Capability Equipment: Demonstrated ability to provide necessary equipment as evidenced by prior record of timely equipment procurement or transfer from other operations and, if applicable, by vendor verification that Proposer's selected equipment (including vehicles and bins) can be delivered on Proposer's schedule. Location of Service Recipients and Start-up: Demonstrated ability to locate, prepare and initiate the necessary services. Rates Rates: Proposer's agreement to not exceed proposed rates for the first year in which services are to be provided. Operations Organization: Organization and qualifications of the Proposer. This includes an explanation of how the local management and corporate structure are linked; how the company(ies) foster innovation and high performance; and demonstration of corporate ethics. (Note that City may disqualify a proposer which has been convicted of criminal misconduct in connection with waste hauling or waste disposal activities, or which has committed a public integrity violation, including, but not limited to, the making of a prohibited contribution to a public official, within the five-year period preceding the deadline for the submission of Service Proposals.) -14- So 14SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM Procedural Compliance: Proposer's compliance with requested Proposal format and RFP requirements. Environmental Responsibility: Record with respect to compliance with environmental laws, specifically including laws governing disposal of solid waste, Universal Waste and use of low -emission collection vehicles. Marketing of Recyclable Solid Wastes: Demonstrated ability to market recycled commodities for their highest and best use, including marketing contingency plans in the case of market over -supply. Communications Customer Service: Demonstrated ability to implement and operate high quality customer services in the commercial sector. Customer Education: Demonstrated ability to provide customer education about services, including an explanation of successful recycling strategies and prohibitions against disposal of hazardous wastes in temporary bins and roll -off boxes and compac- tors. Financial and Risk Factors Financial Background: Financial projections, strategy and capability of the Pro- poser. Proposer shall also provide audited financial statements, or explain why they cannot be submitted. Risk Allocation: Demonstrated capacity to handle risk factors in the contract including but not lim- ited to fluctuations in market value of Recyclable Solid Wastes Financial Reporting: Demonstrated record and capability of consistent and accu- rate financial reporting. Interviews/Selection Process After evaluation of the submitted Service Proposals, the City will develop a Rate Proposers List and may request Rate Proposals from some or all Proposers. Invitations to interview with the City may be issued. Based on the contents of the Service Proposals, proposers' agreements to not exceed proposed rates during the period January 1, 2006 through December 31, 2006, the interviews and any other information requested by the City, proposers which meet the City's standards, including, but not limited to, diversion rates to be achieved, insurance and customer service, may be selected for exclusive franchises to provide temporary bin and roll -off box solid waste services. -15- SD 84853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM The City reserves the right to reject any and all proposals and to cancel this RFP, for any reason, including the City's convenience. G. RFP Procedural Matters Cost of Preparing Proposal. The cost of preparing and submitting a Proposal is the sole responsibility of the Proposer and shall not be chargeable in any manner to the City. Proposal Bond Each proposer shall remit with its Rate Proposal a bond executed by a surety company licensed to do business in the State of California; or a certified check or a cashier's check payable to the City in the amount of TWENTY THOUSAND DOLLARS ($20,000.00). Proposal Bonds will be returned to all unsuccessful proposers no later than thirty (30) days after the signing of contracts with successful proposers(s), unless, of course, a Proposer(s)'s bond has been declared forfeited. (See IV -A, above.). The City will return Proposal Bonds no later than (30) thirty days after the execution of the respective franchise agreements. Objective of RFP Process The objective of this RFP is the award of exclusive Temporary Bin and Roll -Off Box franchise agreements for five years, with services to begin on January 1, 2006 and ending on December 31, 2010. Rights of the Citv The City's rights in this RFP process include but are not limited to the following: 1. Issuing addenda to the RFP, for any purpose including extending or otherwise revising the time line for submittal and changing the requirements of the RFP, including the services sought for Temporary Bin and Roll -Off Box Service Recipients; 2. Withdrawing or modifying the RFP; Reissuing the RFP; 4. Requesting clarification and/or additional information from any Proposer at any point in the procurement process; 5. Executing an agreement or agreements with one or more Proposers, on the sole basis of the original Service and Rate Proposals or any additions to Service and Rate Proposal submissions; and -16- SD #4853-1719-4210 v1 DRAFr 8/16/2005 5:00 PM 6. Rejecting any or all Proposals, waiving irregularities in any Proposal or requirements of the RFP, accepting or rejecting all or any part of any Proposal and waiving any requirements of the RFP, or any exceptions, as may be deemed to be in the best interest of the City. Consequence of Submission of Proposal 1. The City shall not be obligated to respond to any Proposal submitted nor be bound in any manner by the submission of a Proposal; 2. Submission of Service and Rate Proposals to the City obligates the Pro- poser to enter into an agreement with the City for the collection of Temporary Bin and Roll -Off Box waste and Recyclable Solid Wastes; and 3. No Agreement shall be binding or valid against the City unless and until it is executed by the City (after approval by the City Council by written resolution) and the selected Proposer(s), and the Proposer(s)'s performance bond, have been accepted by the City. In consideration of the City's agreement to examine the Proposal, the Proposer waives whatever, if any, rights to continue service within the City of Santa Clarita the Proposer may have under Public Resources Code Section 49520 or other laws, with respect to the Temporary Bin and Roll -Off Box service in the City. [Note: Proposers may take exception to this provision. See City of Alhambra v. P.J.B. Disposal Co., 61 Cal.App.4a' 137, fn. 5.1 Certification of Proposal The submission of a Service Proposal shall be deemed a representation and war- ranty by the Proposer that the Proposer has investigated all aspects of the RFP, that the Proposer is aware of the applicable facts pertaining to the RFP process, its procedures and requirements and that the Proposer has read and understands the RFP. No request for modification of a Proposal, on the grounds that the Proposer was not fully informed as to any fact or condition, or any other reason, will be considered after the proposal has been submitted to the City. The City makes no warranty as to the accuracy of any data which may be contained in the RFP, the SRRE, the Solid Waste Generation Study, or any addenda or any response by the City to any questions. The City disclaims any responsibility for any such information which may be determined to be incomplete or inaccurate. Oral Statements Not Binding The City will not be responsible for nor be bound by any oral instructions or in- terpretations or explanations issued by the City or its officers, or officials, or other representatives. -17- SD #4853-17194240 v1 DRAFr 8/16/2oo5 5:oo PM Cash Bond The Successful proposers(s) shall submit a Cash bond as provided in the Draft Agreement. -is- SD #4853-1719-4140 vl DRAFr 8/16/2005 5:00 PM V. INSTRUCTIONS FOR ASSEMBLING AND SUBMITTING YOUR PROPOSAL The City will use a two-step procurement process to solicit Service and Rate Pro- posals separately. This section describes the format for submission of proposals. The inclusion of additional information by the Proposer is encouraged. A. Proposal Preparation The Service Proposal shall consist of eight (8) sections (see Table V-1), below. You must submit an original plus ten (10) copies of your Service Proposal. If asked to submit a Rate Proposal the Rate Proposal shall consist of two sections (see Table V-1). The original plus ten (10) copies of the Rate Proposal must be submitted in accordance with the requirements of this RFP. B. Proposal Format The following Proposal format must be used by the Proposer. Failure to include any item or to address adequately any topic may result in Proposer's removal from the RFP process. TABLE V-1 Contents of Service and Rate Proposals Section Contents Service Proposal I Transmittal Letter and Enclosure 2 Executive Summary 3 Description of Proposed Services 4 Project Organization and Qualifications of Proposer 5 Risks and Contractual Obligations 6 Exceptions 7 Proposer's Financial Data Rate Proposal 8 Representations and Certifications I Transmittal Letter and Enclosure 2 Rate Proposal Submission Form All pages of each Proposal must be numbered consecutively through the document starting with the first page of the transmittal letter as page one. C. Service Proposal Content -19- SD #4853-1719-4240 vl DRAFr 8/16/2005 5:00 PM Transmittal Letter and Enclosure Your Service Proposal must include a cover letter signed by an officer or agent of the Proposer who is duly authorized to bind the Proposer. A copy of the corporate resolution or other document establishing that the person submitting the proposal is authorized to do so shall be an enclosure to the Transmittal Letter. 2. Executive Summary In this section, the Proposer should briefly discuss, or outline, the highlights of your Service Proposal. Description of Proposed Services Explain in general terms how you propose to provide the services called for in this RFP. In this section, clearly state the diversion goals you propose to achieve for the Temporary Bin and Roll -Off Box waste stream you will collect in the. City of Santa Clarita, and how you would achieve those diversion levels. Please note that the City's goal is a diversion rate of at least 50%. Describe your experience in areas comparable to Santa Clarita. a. Temporary Bin and Roll -Off Box Collection Program A description of the system proposed for Temporary Bin and Roll -Off Box collec- tion, recovery of Recyclable Solid Wastes, transport for disposal and disposal. Include the following information: 1. Operational Overview. Describe where your equipment will be based and how you will operate; 2. Equipment. A general description of the equipment you would use for collection and transportation, and whether any low -emission vehicles and/or clean fuel vehicles would be used and how you would comply with CARB, SCAQMD and EPA low emission ve- hicle requirements, including reporting requirements, which may now or in the future apply to your solid waste enterprise, and the submission of relevant reports to the City and air resources agen- cies; 3. Service Interruptions. Your plans to provide continued service in the event of equipment breakdown, labor disputes, terrorist attacks or other disruption; 4. Disposal Capacity. Identify and tell how you will guarantee ade- quate disposal capacity. -20- SD #4853-1719-4240 v1 DRAFT 8/1612005 5:00 PM Start-up. Describe your start-up capability and how you would ef- fect a transition from prior haulers. 6. Proposers should address how they would deal with solid wastes which exhibit the characteristics of hazardous substances (which are reported to have been found in the Temporary Bin and Roll -Off Box waste streams of some communities). In addition, proposers should discuss how they would deal with those batteries, mercury - containing switches, electronic wastes, CRTs, fluorescent lamps and tubes, high intensity discharge lamps, thermostats and Univer- sal Wastes, the handling of which is governed by the California Department of Toxic Substances Control, but which may be some- times improperly disposed of into the Temporary Bin and Roll -Off Box waste stream. 7. Construction & Demolition Materials. See V.C.3.b, below. b. Processing and Marketing of Recvclable Solid Wastes In this subsection, you shall provide a description of your program for recovery and marketing of Recyclable Solid Wastes. Identify the facilities to be used for process- ing and marketing of Recyclable Solid Wastes. Describe how you would maximize diversion rates, specifically including, but by no means limited to, Construction & Demolition Materials and inerts. Provide a description of the collection of Green Waste and compostable food waste from the commercial sector, and how you would maximize the City's Green Waste diversion credit. See also Section III.B.2, above. C. Customer Service In this subsection, you shall provide a description of the methods you propose to use for responding to customers, emergency contacts, plan review, dealing with problems such as repeated overfilling and spilling, customer complaints and contamination of Solid Wastes. See also Section III.B.3, above. d. Customer Education Program The Proposer shall discuss how you would conduct a Customer Education Pro- gram for Temporary Bin and Roll -Off Box Service Recipients. See also Section III.B.4, above. e. Reporting The Proposer shall discuss how it will report Temporary Bin and Roll -Off Box waste collected and diverted. Please describe how you might assist City in presentation of data to refute possibly erroneous attribution to the City of Santa Clarita of solid waste collected in other jurisdictions. See also Section 111.13.5, above. -21- SD #4853-1719-4740 v1 DRAPr 8/16/2005 5:00 PM f. Emergency Services The Proposer should discuss how it would provide emergency services in the event of a terrorist attack or natural disaster. See also Section III.B.6, above. 4. Proiect Organization and Oualifications of Proposer This section should tell us about your company: describe the Proposer's expertise and experience, or how the proposer would obtain the expertise needed to design, manage and operate the proposed Program. Description of the organization of the proposed project and the qualifications and experience of the firm(s) and key personnel in related projects should be provided. The following information should be included: a. General description of the experience of the firm(s); b. Experience, including experience in areas comparable to Santa Clarita. Provide names and telephone numbers of local government contact persons. C. Start-up Experience. Describe, and give examples of relevant start-up experience. d. Relevant service experience of key personnel and a description of their backgrounds in solid waste collection and processing and marketing Green Wastes and Recyclable Solid Wastes. e. Describe your organization including overall staffing, and per- cent commitment to Program, of specific personnel (such as man- agement, operations, mechanics and financial), including names of staff and titles, specify whether staff is new or existing. If it is pro- posed that new staff will be hired or reassigned to manage, over- see, administer, or play any significant role in implementing this program, describe the level and amount of experience and exper- tise and/or qualifications which will be required of the individual who will be placed in the position. If your Service Proposal refer- ences the expertise of staff, subsidiaries, or other resource person- nel not proposed to be directly committed to the Program, describe what their relationship to the Santa Clarita program would be: their involvement, degree of availability and the manner in which you would access their expertise. f. Claims and Litigation. Tell us about claims or complaints (of $100,000.00 or more) against your company, indictments, CERCLA Section 104(e) letters, settlements, arbitrations and liti- gation, civil and criminal, in which the firm or principals are now or have been involved since January 1, 2000. The Proposer must -22- SD #4853-1719-0740 vl DRAFr 8/16/2005 5:00 PM include brief descriptions of all pending civil litigation involving claims of $100,000.00 or more, all pending notices of violation of environmental laws, and all known pending criminal investigations against the Proposer or its parent or sister companies or joint ven- ture company(ies) by any governmental entity against the Proposer or its parent for services relating to waste management and public integrity, including allegations of attempts to unlawfully influence actions of public officials and prohibited campaign contributions, and all litigation against all governmental entities by the Proposer or its parent company or joint venture company(ies). Proposers which have submitted SEC Section 10 K filings shall include a copy of their most recent Section 10 K filing. 5. Risks and Contractual Obligations The City requires that certain risks and contractual obligations be addressed in the Proposal. The City views protection against CERCLA and related litigation as a matter of great importance. The City regards the ability to prove where Temporary Bin and Roll - Off Box waste attributed to sources in the City was taken, as well as where it was not taken, to enable the City to defend against claims for which the City is not liable, to be matters of concern. Proposers shall: Tell us about your data retention and preservation systems, with specific reference to the ability to establish where Temporary Bin and Roll -Off Box waste was landfilled (and, therefore, where it was not landfilled) and the access to that information to be provided to the City, perhaps decades after the end of the period during which collection services were provided. Proposers should address each of the risks and obligations below to assure the City that the Proposer understands the risks and obligations that the City desires the Proposer to propose methods of protection for all concerned, including how to protect the City against claims involving the following matters: a. Claims under CERCLA and related federal and state laws for contribution and cost recovery arising from the deposit of Hazardous Substances in a Landfill; and b. Claims that the award of an agreement pursuant to this RFP violates the Commerce Clause, antitrust laws (federal or state) or any other laws. The requirements of the City for indemnification provisions and insurance are de- tailed in the Draft Agreement. Note that in addition to specifying insurance requirements, the Draft Agreement has a provision which requires the Successful proposers(s) to provide a Cash Bond and to establish an insurance policy repository and to make copies -23- SD #4853-1719-4240 vi DRAFr 8/16/2005 5:00 PM of insurance policies available to City after the end of the period during which collection services are to be provided. 6. Exceptions The Proposer must: a. Warrant that it has reviewed the requirements as described in this RFP and its Enclosures, and the Draft Agreement and any addenda; and b. Specify and discuss any terms of the RFP and Draft Agreement that the Proposer cannot or does not propose to meet. Pronoser's Financial Data The Proposer must provide copies of the income and balance sheets for the solid waste enterprise which is proposed as a franchisee for the most recent three fiscal years and through the most recently completed quarter of the current fiscal year, or explain why the Proposer is not submitting that information. If the solid waste enterprise which will sign the contract has a parent company or is proposing a joint venture, the parent company and joint venture company(ies) must also provide income and balance sheets for the most recent three fiscal years and for the most recently completed quarter of the current fiscal year. The parent company must provide a statement indicating the extent to which the owners or parent company of the proposed solid waste enterprise would provide financial assurance of performance. Please note that the Draft Agreement calls for any Parent Company to execute a Guaranty as part of the Draft Agreement. If the solid waste enterprise which will sign the contract has been in existence for less than one year, Proposer must provide sufficient financial data to substantiate to the City's satisfaction the financial capability and viability of the solid waste enterprise. The Proposer must provide a statement from its Chief Financial Officer indicating that there has been no material change in the financial circumstances of the proposing solid waste enterprise (or its parent or owners if they are providing financial assurance of performance) since the date of the last financial statements. Financing of the project is to be the sole responsibility of the Proposer. The Pro- poser must demonstrate that it can provide the required financing from either: 1) internally generated funds; or 2) commitments from external sources. City makes no representation that it will be able to maintain the confidentiality of proposers' financial information. A Proposer who submits financial informatinn -24- SD #4853-1719-4740 vt DRAFr 8/16/2005 5:00 PM which it asks to have treated as confidential should submit a statement justifying its treatment as confidential under the California Public Records Act, citing relevant sections of the Act, and label it as a separate exhibit, clearly identified as confiden- tial as a trade secret or otherwise and cross-referenced in the proposal.2 8. Representations and Certifications Each Proposer must complete and sign RFP ENCLOSURE 1, the REPRESENTATIONS AND CERTIFICATIONS FORM. The form must be signed by an officer or agent of the Proposer duly authorized to bind the Proposer and must be notarized. The Proposer must include a copy of the corporate resolution or other documentation showing that the person signing the Representations and Certifications is so authorized. D. Rate Proposal Content Transmittal Letter and Enclosure Your Rate Proposal must include a cover letter signed by an officer or agent of the Proposer who is duly authorized to bind the Proposer. A copy of the corporate resolution or other document establishing that the person submitting the proposal is authorized to do so shall be submitted as an enclosure to the Rate Proposal Transmittal Letter. Rate Proposal Submission Forms Each Proposer invited to submit a Rate Proposal shall submit a REPRESENTATIONS AND CERTIFICATION FORM signed by an officer or agent of the Proposer who is duly authorized to bind the Proposer as the first page of the Rate Proposal Form submittal. In signing the form, the Proposer: (1) agrees that terms of both the Service and Rate proposals are firm for a period of 180 days from the Rate Proposal due date; (2) assures that a Cash Bond will be issued and deposited with the City within seventy-two (72) hours after approval of the exclusive franchise agreement by City Council; and (3) that the proposer's rates for the first year of service will not exceed the rates proposed. E. Submission Guidelines for Service and Rate Proposals One Original Proposal must be submitted printed on both sides of 8 1/2" x 11" re- cycled content paper. Each page of your Proposal must be numbered and each section should be identified clearly. 2 See San Gabriel Valley Tribune v. Superior Court (City of West Covina), 143 Cal.App.3d, 762 (1983). -25- SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM Ten (10) stapled or bound copies, typed or printed on both sides of 8-1/2"'x 11" recycled content paper must also be submitted. Do not submit ring binders unless absolutely necessary. The Proposal and all attachments shall be complete and free of ambiguities, al- terations and erasures. The Proposal shall be executed by the Proposer or the Proposer's duly authorized officer. In the event of conflict between words and numerals, the words shall prevail. Each original Proposal and ten (10) copies should be firmly sealed in packaging that is clearly marked on the outside "CITY OF SANTA CLARITA TEMPORARY BIN AND ROLL -OFF BOX WASTE SERVICES PROPOSAL (RFP)" and mailed or delivered to: Office of the City Clerk City of Santa Clarita Suite 300 23920 Valencia Boulevard Santa Clarita, CA 91355-2196 The City will consider all Service Proposals and Rate Proposals to be public information, once the deadline for submission of the Service Proposals and Rate Proposals, respectively, as set forth in the RFP Schedule, above, have passed. -26- SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM VI. COMPENSATION A. General. The Successful proposers(s) will receive compensation for Services in two ways: • Service fees paid by Temporary Bin and Roll -Off Box service recipients, and • Revenues from Recyclable Solid Wastes marketed by Successful proposers(s). Proposers will fill out a cost matrix for temporary bin and roll -off box service, by bin size. B. Rate Proposal Details Proposers invited to submit Rate Proposals will be asked to submit an informa- tional Rate Proposal, showing the maximum rates it would charge during the period January 1, 2006 through December 31, 2006. The award of franchises will not be based on rates proposed, but on Service Proposals. The Rate Proposals: In an effort to contain the costs of Temporary Bin and Roll -Off Box waste and re- cycling services, the City seeks informational maximum Rate Proposals for Temporary Bin and Roll -Off Box waste services which the proposer agrees to not increase during the initial year of the franchise period. Successful proposers may adjust their rates downward at any time during the franchise period. Proposers who would charge different rates for different wastes/materials, e.g., construction and demolition, should fill out a separate Rate Proposal Form for each type. C. Rate Proposal Submission Forms. Proposed Rates are to be submitted on Rate Proposal Submittal Form, described in ENCLOSURE 2. Rate Proposals which do not include complete and accurate information may be considered non-responsive. All costs proposed must be in units of one cent ($0.01). Fractions less than one cent ($0.01) will be adjusted. -27- SD #4853-1719-4240 vi DRAFT 8/16/2005 5:00 PM ENCLOSUREI REPRESENTATIONS AND CERTIFICATIONS FORM The "Representations and Certifications" consist of two parts. The first is a statement as follows: 1, represent [insert name of proposer's official executing the Representation and Certification] and certify, on behalf of [insert name of solid waste enterprise or entities submitting Service Proposal] that I am familiar with the information presented in the (Service) (Rate) Proposal, and that it is true and correct to the best of my knowledge and belief and that I am authorized to execute this Representation and Certification. [Signature] The second part of the Representation and Certification is a copy of the corporate resolution or other document establishing that the person making the Representation and Certification was authorized to do so. 1-1 SD #4853-1719-4240 v1 DRAFr 8/16/2005 5:00 PM ENCLOSURE 2 RATE PROPOSAL SUBMISSION FORM January 1, 2006 -December 31, 2006 I. RATES Maximum Temporary Bin and Roll -Off Box waste Rates, effective January 1, 2006 - December 31, 2006, unless adjusted downward by the proposer. Fill in rates for all bin sizes in your Service Proposal. TEMPORARY BIN RATES Size Rate Per Pick- up ($) 1 Cubic yard $ 2 Cubic yard 3 Cubic yard 4 Cubic yard 6 Cubic yard MISCELLANEOUS TEMPORARY BIN AND ROLL -OFF BOX WASTE RATES Locking Bin OverageN OFF BOX RATES $ Per Bin Per Pick Up $ Per Bin Per Pick Up Drop OffI Rate Per Load ($) Box Rates 10 Cubic yard Box 20 Cubic yard Box 30 Cubic yard Box 40 Cubic yard Box 10 Cubic Yard Compactor 2/ Overage charge is applied when waste exceeds capacity of bin and prevents bin from being picked up safely or when waste is stacked and surrounding bin requiring bin to be re -loaded. ENCLOSURE 2-D-1 SD #4853-1719-4240 v1 DRAFT 8/16/2005 5:00 PM 20 Cubic Yard Compactor 30 Cubic Yard Compactor 40 Cubic Yard Compactor Temporary Bin and Roll-Off/Compactor rates are per haul rates, not number of occurrences per week. Per load compactor rates do not include rental charges for compactors supplied by franchisee, as those rates are determined based on the customer's equipment and service requirements. A Franchise Fee, effective January 1, 2006, of five per cent of Gross Revenues, as defined in the Agreement, is included in the rates shown in this ENCLOSURE 2. ENCLOSURE 2-D-2 SD #4853.1719-4240 vl DRAFT 8/16/2005 5:00 PM Temporary Bin and Ron -Oft Box Sond Waste Agreement Between the City of Santa Clarita and [Nome of Successful Proposer] Temporary Bin and Roll -Off Box Solid Waste Franchise Agreement Between The City of Santa Clarita and [Name of Successful Proposer] City of Santa Clarita Contract No. Temporary Biu and RoB•Off Box solid Waste Agreement Between the City of Santa Clarita and [Name of successful Proposer] TABLE OF CONTENTS Recitals................................................................................................................................ 1 Section 1 Grant of Franchise............................................................................................... 4 Section 2 Reimbursement of City Expenses....................................................................... 5 Section3 Term; Extension.................................................................................................. 6 Section4 Definitions........................................................................................................... 6 Section 5 Compliance with Laws and Regulations............................................................. 8 Section 6 Types and Frequency of Service......................................................................... 9 Section 7 Collection Equipment........................................................................................11 Section8 Privacy...............................................................................................................12 Section 9 Service Exceptions; Hazardous Waste Notifications........................................12 Section 10 Customer Service............................................................................................13 Section 11 Ownership of Solid Waste...............................................................................14 Section 12 Marketing of Recyclable Solid Wastes...........................................................14 Section13 Rates and Billing.............................................................................................14 Section 14 [Name of Successful Proposer]'s Books and Records; Audits .......................15 Section 15 Integrated Waste Management Act; Reporting Requirements ........................16 Section 16 Activities and Financial Reports; Adverse Information..................................17 Section 17 Indemnification and Insurance........................................................................ 20 Section18 Cash Bonds...................................................................................................... 24 Section 19 Emergency Service.......................................................................................... 24 Section 20 Administrative Remedies; Imposition of Damages; Termination .................. 25 Section 21 Referral to Referee; Hearing Procedures........................................................ 30 Section 22 City's Additional Remedies............................................................................ 33 Section 23 Franchise Transfer; City Consent; Fees.......................................................... 34 Section 24 General Provisions.......................................................................................... 36 Exhibit A Temporary Bin and Roll -Off Solid Waste Rates ............................................ A-1 Exhibit B Temporary Bin and Roll -Off Solid Waste Rate Adjustment .......................... B-1 Temporary Bin and Roll -Oft Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] ExhibitC Guaranty.......................................................................................................... C-1 Temporary Bin and RoB-Off Box Soad Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] This "Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer]' ("Agreement' or "Femporary Bin and Roll -Off Agreement') between the City of Santa Clarita, California, a California city, ("City") and [Name of Successful Proposer], a [@ @State of incorporation] corporation, is made and entered into on the _ day of , 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- eming body of the local agency; and WHEREAS, the Santa Clarita Municipal Code implements Article XI, § 7 of the Cali- fornia Constitution and California Public Resources Code § 40059 in the City of Santa Clarita; and WHEREAS, City is obligated to protect the public health and safety of the residents of the City of Santa Clarita and arrangements made by solid waste enterprises and recyclers for 1 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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 integrated solid waste services might be provided in the City in a safe, efficient 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 diversion goals man- dated by the California Integrated Waste Management Act of 1989, as amended, Public Re- sources 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 [Name of Successful Proposer] are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of Temporary Bin and Roll -Off Solid Waste, including the AB 939, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Com- pensation and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; and WHEREAS, City and [Name of Successful Proposer] 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 [Name of Successful Proposer], an independent entity, not City, which will arrange to collect Temporary Bin and Roll -Off Solid Waste from Premises in the City of Santa Clarita, transport for recycling and disposal and dispose of Temporary Bin and Roll -Off Solid Wastes which may contain small amounts of household products with the characteristics of hazardous wastes, collect and compost Green Waste and collect and recycle Recyclable Solid Wastes from Premises in the City of Santa Clarita, and collect and recycle or dispose of Construction and Demolition Materials; and 2 Temporary Bin and Roll -Oft Box solid Waste Agreement Between the City of Santa Clarita and [Nam of successful Proposer] 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 [Name of Successful Proposer] agree that, subject to City's exer- cise of its reserved flow control right under Section 1.H of this Agreement, it is [Name of Suc- cessful Proposer], 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 [Name of Successful Proposer] will arrange to collect, that City has not and, by this Agreement does not, instruct [Name of Successful Pro- poser] on its collection methods, nor supervise [Name of Successful Proposer] 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 Tem- porary Bin and Roll -Off Solid Waste; and WHEREAS, [Name of Successful Proposer] represents, and warrants to City that [Name of Successful Proposer] has the experience and qualifications to conduct recycling and waste diversion programs, to provide City with information sufficient to meet the City's report- ing requirements under the Act, to meet City's other requirements under the Act, to arrange with persons in charge of day-to-day activities 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, in a safe manner which shall minimize the adverse effects of collection vehicles on air quality and traffic, and that [Name of Successful Proposer] has the ability to indemnify City in accordance with this Agreement; and WHEREAS, the City would not enter into this Agreement with [Name of Successful Proposer] unless [@@Name of Parent Company, if any] provides a Guaranty in the form set forth in Exhibit C 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 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 [Name of Successful Proposer] 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. 3 Temporary Bin and RoB-Oft Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] NOW, THEREFORE, the City and [Name of Successful Proposer] 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 [Name of Successful Proposer], City and [Name of Successful Proposer] en- ter into this Agreement. B. Grant of Franchise; Exclusions. [Name of Successful Proposer], 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 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." [Name of Successful Proposer] agrees that this Agreement is an "exclusive franchise" as that term is used in Public Resources Code § 49520. [Name of Successful Proposer] acknowledges and understands that City may grant more than one exclu- sive franchise, to more than one solid waste enterprise for the services to be provided pursuant to this Agreement. D. Waiver of Rights. [Name of Successful Proposer] waives any right it may have to challenge the terms of this Agreement under federal, state or local law, or administrative regu- lation, except as provided in the dispute resolution provisions of Sections 20 and 21 of this Agreement. [Name of Successful Proposer] 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 [Name of Suc- cessful Proposer] 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 4 Temporary Bin and Roll -Ott Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] agree that this Agreement shall supersede any previous franchise agreement, permit, or license granted to [Name of Successful Proposer] 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. Section 2. Reimbursement of City Expenses Not Required. [Name of Successful Proposer] shall not be required to reimburse City for expenses, including staff time, consultants' and attorneys' fees and expenses associated with granting this Agreement. The total to be reimbursed to the City for the initial franchises shall be $0.00 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. Temporary Bin and RoB-Oft Box Soad Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] B. Sections 9, 16 and 17 of this Agreement also require [Name of Successful Proposer] 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. Def'mitions 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 unless 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 [Name of Successful Proposer], and all exhibits and documents, including [Name of Successful Proposer]'s Service Proposal, dated @ @, its Rate Proposal, dated @ @, 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. 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 f°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- Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of successful Proposer] tion and Demolition Materials, but not asbestos -containing materials, are within the scope of this Agreement, subject to the licensed contractor exception in Section 1.13, above. G. "[Name of Successful Proposer]" means @ @, 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 [Name of Successful Proposer] because of its status as party to this Agreement and which, inter alfa, is intended 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 [Name of Successful Proposer]'s exercise of this Franchise, the expenses of administering the program 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, brush and weeds and incidental pieces of scrap lumber, separated from other forms of Temporary Bin and Roll -Off Solid Waste. K. "Gross Revenues" means any and all revenue or compensation in any form, de- rived directly or indirectly, of [Name of Successful Proposer], [@@name of parent company, id any] or their subsidiaries, or other affiliates of [Name of Successful Proposer] in which [Name of Successful Proposer] or [@@name of parent corporation, if any] or either of them, has a financial interest, for the collection, transportation, processing, recycling, diversion and disposal of solid waste pursuant to this Agreement, in accordance with Generally Accepted Ac- counting Principles, including, but not limited to, monthly customer fees for collection of Tem- porary 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 7 Temporary Bin and Roll -Off Box Solid Waste Agreement Betwem the City of sante Clarita and [Name of successful Proposer] 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. 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. Section 5. Compliance with Laws and Regulations [Name of Successful Proposer] 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 ("UWED"), 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 ap- plicable laws of the United States, the State of California, the County of Los Angeles, ordi- Temporary Biu and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] nances 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 [Name of Successful Proposer] 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. B. Temporary Bin and Roll -Off Solid Waste Services. 1. [Name of Successful Proposer] 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. [Name of Successful Proposer] agrees to provide Bins to service recipients upon commencement of service. 3. Under no circumstances shall [Name of Successful Proposer] 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 fumi- 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. @] Temporary Bin and Roll -Oft Box Solid Waste Agreement Between the City of Santa Clarita and [Name of successful Proposer] 1. Recyclable Solid Waste Collection. [Name of Successful Proposer] shall col- lect, remove and recycle all Recyclable Solid Waste placed in Temporary Bins and Roll -Off Boxes. [Name of Successful Proposer] agrees to process Recyclable Solid Waste through a Materials Recovery Facility in order to maximize the diversion of Temporary Bin and Roll -Off Solid Waste from landfilling. 1.5. Green Waste Collection. [Name of Successful Proposer] shall collect, re- move and recycle all Green Waste placed in Temporary Bins and Roll -Off Boxes. [Name of Successful Proposer] shall use its best efforts to obtain maximum diversion credit, if available, for Green Waste. 2. Purchase of Recyclable Materials. [Name of Successful Proposer] 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. I Scavenging - Discouragement. [Name of Successful Proposer] 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. [Name of Successful Proposer] agrees that, in order to protect the peace and quiet of residents of the City of Santa Clarita, [Name of Successful Proposer]'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. [Name of Successful Proposer] 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 [Name of Successful Proposer] (presently New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiv- ing Day and Christmas Day). F. Customer and Public Education Programs. [Name of Successful Proposer] will develop and implement a Customer Education Plan for its Temporary Bin and Roll -Off Solid Waste customers. 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 10 Temporary Bin and Roll -Ott Box solid Waste Agreement Between the City of Santa Ciarita and [Nein of Successfui Proposer] change the frequency of collection. [Name of Successful Proposer] shall exchange Bins without charge. Section 7. Collection Equipment A. General. [Name of Successful Proposer] 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. [Name of Successful Proposer] shall submit to City a certificate of vehicle noise level testing by an independent testing entity of any collection vehicles used by [Name of Suc- cessful Proposer] in the City of Santa Clarita which has been the subject of more than one noise complaint within any twelve-month period. C. Compliance. [Name of Successful Proposer] 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. [Name of Successful Proposer] agrees to use its best efforts to prevent damage to private streets, alleys and parking lots over which its collection equipment may be operated, to obtain all required approvals for operation of its col- lection vehicles on private streets, alleys and parking lots. E. Graffiti. [Name of Successful Proposer] agrees to maintain all its equipment, in- cluding 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. [Name of Successful Pro- poser] agrees to post each Bin and Roll -Off Box placed in the City with conspicuous signs warning that the disposal of Hazardous Waste in Bins is prohibited. See also § 22.E. G. Bin Markings. Each Bin placed in the City by [Name of Successful Proposer] will be marked with [Name of Successful Proposer]'s name, telephone number and a unique Bin number, by bar code or other means. For each Bin placed in the City by [Name of Successful Proposer], [Name of Successful Proposer] shall provide the Bin number to the service recipient 11 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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. [Name of Successful Proposer] shall ensure that all its Temporary Bins in the City of Santa Clarita are equipped with operable lids, and, upon customer request, locks or hasps permitting the use of locks. Upon the request of the ser- vice recipient or City, [Name of Successful Proposer] shall replace or repair damaged, broken or unsightly Bins. [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 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, [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 12 Temporary Bin and Roll -Oft Box solid Waste Agreement Between the City of Santa Chutta and [Name of successful Proposer] Waste observed to be contaminated with Hazardous Waste. Should [Name of Successful Pro- poser] find or observe reportable quantities of Hazardous Waste put out for collection with Temporary Bin and Roll -Off Solid Waste, [Name of Successful Proposer] shall notify all agen- cies with jurisdiction, including the California Department of Toxic Substances Control and Local Emergency Response Providers and, if appropriate, the National Response Center, of re- portable quantities of Hazardous Waste, found or observed in Temporary Bin or Roll -Off Solid Waste observed or collected anywhere within the City. [Name of Successful Proposer] shall handle Universal Waste Electronic Devices (UWEDs) and 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 batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury -containing switches, and any other uni- versal wastes improperly disposed of into the Residential Solid Waste stream in a manner con- sistent with the then -applicable regulations of the Department of Toxic Substances Control, or its successor agency. In addition to other required notifications, if [Name of Successful Pro- poser] 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, [Name of Successful Proposer] shall notify the City Manager, or the City Manager's designee immediately. C. Hazardous and Universal Waste Diversion Records. [Name of Successful Pro- poser] shall maintain records showing the types and quantities, if any, of Hazardous and Uni- versal Wastes found in Temporary Bin or Roll -Off Solid Waste and which was collected from service recipients within the City, but diverted from landfilling, and the diversion addresses. Section 10. Customer Service A. Office Hours. [Name of Successful Proposer] has represented to City that [Name of Successful Proposer]'s arrangements for the collection of Temporary Bin and Roll -Off Solid Waste from premises in the City of Santa Clarita will include [Name of Successful Proposer]'s agreement to maintain an office accessible by telephone. The City understands, but does not require, that [Name of Successful Proposer]'s office hours are from 7 a.m. to 5:30 p.m, daily, except Saturdays, Sundays and holidays. [Name of Successful Proposer] 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 [Name of Successful Proposer] agree that the protection of public health, safety and well-being require that service complaints 13 Temporary Bin and Ro64Off Box Solid Waste Agreement Between the City of Santa Clarita and ]Name of Successful Proposer] be acted on promptly and that a record be maintained in order to permit City and [Name of Successful Proposer] to identify potential public health and safety problems. Accordingly, [Name of Successful Proposer] shall inform all Temporary Bin and Roll -Off Solid Waste Ser- vice recipients that all service recipient complaints shall be directed to [Name of Successful Proposer]. [Name of Successful Proposer] shall record all complaints, including date, time, complainant's name and address (if the complainant is willing to give this information) and the nature and date and manner of resolution of complaint, in a computerized daily Service Com- plaint Log. Any such calls received via [Name of Successful Proposer]'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 [Name of Successful Proposer]'s office hours and be available for transmission as an attachment to e- mail. [Name of Successful Proposer] shall provide a copy of this Service Complaint Log to the City with the Quarterly Reports. In the case of a complaint of a missed collection, [Name of Successful Proposer] 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 [Name of Successful Proposer], by operation of law and not by virtue of this Agreement. At no time does the City obtain 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 [Name of Successful Proposer] 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. [Name of Successful Proposer] 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. Rate Ceilings and Billing A. Rate Ceilings. The. rate ceilings for all Temporary Bin and Roll -Off Solid Waste collection, transportation, recycling and disposal services are set forth in Exhibit A to this Agreement. 14 Temporary Bin and RoH-OR Box Soad Waste Agreement Betweea the City of Santa Clarita and [Name of Successful Proposer] B. Modification and Adjustment of Rate Ceilings. The rate ceilings set forth in Ex- hibit A may be adjusted as set forth in Exhibit B of this Agreement. C. Billing and Payment. [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 monthly, bimonthly or quarterly, in advance, as [Name of Successful Proposer] and service re- cipients may agree. D. Delinquent Accounts. [Name of Successful Proposer] 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 [Name of Successful Proposer] 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, [Name of Successful Pro- poser] shall resume collection on the next regularly scheduled collection day. E. Refunds. [Name of Successful Proposer] 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. F. Franchise Fee. Each month during which [Name of Successful Proposer] provides collection services pursuant to this Agreement, [Name of Successful Proposer] shall pay to City a Franchise Fee calculated on the rates as set forth in Exhibit A, and as adjusted as set forth in Exhibit B. 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 [Name of Successful Proposer] 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. [Name of Successful Proposer]'s Books and Records; Audits A. In addition to the requirements of Sections 9.C, above, and 16.I and 17.H, below, [Name of Successful Proposer] shall maintain all records relating to the services provided here - 15 Temporary Bin and RoB-Off Box Solid Waste Agreement Between the City of Santa Ciarita and [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Successful Proposer]'s regular place of business, or other place agreed to by City and [Name of Successful Proposer], within the County of Los Angeles. B. Should any examination or audit of [Name of Successful Proposer]'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 [Name of Successful Proposer] by City. Should an underpayment of more than one percent (1%) be discovered, [Name of Successful Proposer] shall bear the entire cost of the examination or audit. Section 15. Integrated Waste Management Act; Reporting Requirements A. [Name of Successful Proposer] -City Cooperation. [Name of Successful Proposer] 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 17.13, 20.E.7 and 22.C, below.) During the period during which collection services are to be provided pursuant to this Agreement, [Name of Successful Proposer], 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. [Name of Successful Proposer] 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 [Name of Successful Proposer] 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. 16 Temporary Bin and ROB -OH Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] Section 16. Activities and Financial Reports; Adverse Information Quarterly Reports. [Name of Successful Proposer], 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: 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 [Name of Successful Proposer]'s disposal method for the re- jected materials. (4) A report of recycling program promotional activities, includ- ing materials distributed by [Name of Successful Proposer] to its service recipients. 17 Temporary Bin and Roll -OH Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] c) Hazardous and Universal Waste Diversion Reports: A copy or summary of the records required by Section 9.C, above. d) Certification: [Name of Successful Proposer] 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, [Name of Successful Proposer] 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 31st: General Information. General information about [Name of Successful Pro- poser], including a list of [Name of Successful Proposer]'s officers and members of its board of directors. A copy of [Name of Successful Pro- poser]'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 consultation with [Name of Successful Proposer], 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 [Name of Successful Proposer] and recommended amendments to the City's Source Reduction and Recycling Component or this Agreement, based on developments in applicable law or technology. [Name of Successful Pro- poser]'s recommendations with respect to compliance with AB 939 shall state the specific requirement of AB 939 that the implementation of the rec- ommendation is intended to satisfy. C. Reporting Additional Matters. [Name of Successful Proposer] 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 [Name of Successful Proposer]'s performance of services pursuant to this Agreement, submitted by [Name of Successful Proposer] to, or received by [Name of Suc- 18 Temporary Bin and Roll -Oft Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] cessful Proposer] from, the United States or California Environmental Protection Agency, the California Integrated Waste Management Board, or its successor agency, the California De- partment of Toxic Substances Control, or its successor, the Fair Political Practices Commis- sion, 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 [Name of Successful Proposer]'s filing or submission of such matters with said agencies. [Name of Successful Proposer]'s routine cor- respondence to said agencies need not be routinely submitted to City, but shall be made avail- able 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] in such report shall be deemed a material breach of the Agreement and shall subject [Name of Success- ful Proposer] 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 [Name of Successful Proposer] G. City's Right to Request Information. The City believes and [Name of Successful Proposer] agrees that cooperation between City and [Name of Successful Proposer] is critical to the success of this program. City reserves the right to request, and [Name of Successful Pro- poser] 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. [Name of Successful Proposer] shall maintain data reten- tion and preservation systems, which can establish where solid waste collected in the City 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 during which collection services are to be provided pursuant to this Agreement and to notify City's Risk Manager and 19 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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. [Name of Successful Proposer], 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. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. City and [Name of Success- ful Proposer] agree to confer following any trial to decide jointly whether to appeal or to op- pose any appeal. In the event City and [Name of Successful Proposer] agree to appeal, or to oppose any appeal, City and [Name of Successful Proposer] agree to share equally the costs of appeals. Should either City or [Name of Successful Proposer] decide to appeal, 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. [Name of Successful Proposer] 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 [Name of Successful Proposer] pursuant to this Agreement, which is or has been transported, transferred, processed, stored, disposed of or which has otherwise come to be located by [Name of Successful Proposer], or its activities pursuant to this Agreement result in a release of a Hazardous Waste into the environment. 20 Temporary Bin and Ro114Xf Box Solid Waste Agreement Between the City of Santa awita and [Name of Successful Proposer] [Name of Successful Proposer] 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 [Name of Successful Proposer] 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.B. 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. D. Compliance with Laws. [Name of Successful Proposer] warrants that it will com- ply with all applicable laws and implementing regulations, as they may be amended, specifi- cally including, but not limited to RCRA, CERCLA, AB 939, the California Electronic Waste Recycling Act of 2003, as amended (SB20, Sher, Chapter 526, Statutes of 2003; SB 50, Sher, Chapter 863, Statutes of 2004) and all other applicable laws and regulations of the U.S. Envi- ronmental Protection Agency, the State of California, the County of Los Angeles, the Califor- nia Air Resources Board, the California Integrated Waste Management Board, the South Coast Air Quality Management District, 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. [Name of Successful Proposer] agrees to meet the diversion levels set forth in its proposal for the waste stream covered by this Agreement. [Name of Successful Proposer] 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, [Name of Successful Proposer] shall have an opportuniry to cure the material breach. See also §§ 15.A, above, and 20.E.7 and 22.C, below. 21 Temporary Bin and Roll -Off Boa Solid Waste Agreement Between the City of Santa Clarita and [Name of successful Proposer] F. Workers' Compensation Insurance. [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] "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." 22 Temporary Bin and Roll -Off Box Solid Waste Algreement Between the City of Santa Clarlta and [Name of Successful Proposer] 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, 17.11 and 17.C, above. H. Evidence of Insurance Coverage; Insurance Repository. Contemporaneously with the execution of this Agreement, [Name of Successful Proposer] 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. [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 [Name of Successful Pro- poser] 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, [Name of Successful Proposer] 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 [Name of Successful Pro- poser]'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. 23 Temporary Biu and Roll -OR Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] A. Upon [Name of Successful Proposer]'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: Failure of [Name of Successful Proposer] 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 [Name of Successful Proposer], after due notice; 3. Monetary remedies or damages assessed against [Name of Successful Pro- poser] due to breach of this Agreement; or 4. To satisfy an order of the referee B. [Name of Successful Proposer] 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 [Name of Successful Proposer] Section 19. Emergency Service A. Should [Name of Successful Proposer], for any reason whatsoever, except the oc- currence 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 Roll -Off Solid Waste which it is obligated un- der 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 Man- ager, in the exercise of the City Manager's sole discretion, should find that such accumulation endangers or menaces the public health, safety or welfare, then City shall have the right to con- tract with another solid waste enterprise to collect and transport any or all Temporary Bin and Roll -Off Solid Waste which [Name of Successful Proposer] is obligated to collect and transport pursuant to this Agreement. City shall provide twenty-four (24) hours prior written notice to [Name of Successful Proposer] during the period of such emergency, before contracting with another solid waste enterprise to collect and transport any or all Temporary Bin and Roll -Off Solid Waste which [Name of Successful Proposer] would otherwise collect and transport pur- suant to this Agreement, for the duration of period during which [Name of Successful Pro- poser] is unable to provide such services. In such event [Name of Successful Proposer] shall 24 Temporary Bin and Roll -Off Box Soad Waste Agreement Between the City of Santa Clarita and [Name of successful Proposer] 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 period in which [Name of Successful Proposer] is unable to provide collection and transportation services re- quired by this Agreement. See also § 24.A, below. B. [Name of Successful Proposer] shall assist City in the event of terrorist attack or major disaster, such as an earthquake, storm, riot or civil disturbance, by providing collection vehicles and drivers normally assigned to the City, at [Name of Successful Proposer]'s actual costs. Disputes with respect to [Name of Successful Proposer]'s emergency services or the costs of those services shall be resolved according to the dispute resolution provisions of Sec- tions 20 and 21 of this Agreement. [Name of Successful Proposer] 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 [Name of Successful Pro- poser] 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. Temporary Bin and RoB-Off Boz Soad waste Agreement Between the City of Sante Clerita and [Name of Successful Proposer] 1. Notice of Deficiencies; Response. If City's Environmental Services Division Manager, or the Manager's designee (collectively, the "Manager") deter- mines that [Name of Successful Proposer]'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 [Name of Successful Proposer] in writing of such suspected deficien- cies, specifying the deficiency in reasonable detail. The Manager, in any written Notification of Deficiencies, shall set a reasonable time within which [Name of Successful Proposer] is to respond. Unless the circumstances ne- cessitate correction and response within a shorter period of time, [Name of Successful Proposer] 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 [Name of Successful Proposer] of such written notice. [Name of Successful Proposer] may request additional time to correct deficiencies. City shall approve reasonable requests for additional time. 2. Review by Manager; Notice of Ap,meal. a) The Manager shall review any written response from [Name of Suc- cessful Proposer] and decide the matter. If the Manager's decision is adverse to [Name of Successful Proposer], 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 [Name of Success- ful Proposer] of the Manager's decision. In the event the decision is adverse to [Name of Successful Proposer], the Manager shall inform [Name of Successful Proposer], 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 [Name of Successful Proposer] 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. 26 Temporary Bin and Roll -OR Box Solld Waste Agreement Between the City of Sante Clarlta and [Name of Successfol Proposer] b) In any "Notice of Appeal" [Name of Successful Proposer] shall state its factual contentions and include all relevant affidavits, documents, photographs and videotapes which [Name of Successful Proposer] desires to have considered by City. In addition, [Name of Successful Proposer] shall include all of its legal contentions, citing provisions of the Agreement or other laws to support its contentions. 3. Review by City Mana eg r_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 [Name of Successful Proposer], 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 20.13 and 20.C, below, or refer the matter di- rectly to a referee for proceedings in accordance with Section 21, be- low. The City Manager shall promptly inform [Name of Successful Proposer] of the City Manager's decision. In the event the City Man- ager's decision is adverse to [Name of Successful Proposer], the City Manager shall inform [Name of Successful Proposer], 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] may choose to submit. No new evidence not previously submitted in accordance with Section 20.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 [Name of Successful Proposer], the City Council will set the matter for an administrative hearing and 27 Temporary Bin and Roll -Off Box Solid waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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 [Name of Successful Proposer] four- teen (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: 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. [Name of Successful Proposer]'s response to the Notification of Deficiencies 4. The Manager's written notification to [Name of Successful Proposer] of ad- verse decision 5. [Name of Successful Proposer]'s Notice of Appeal to the City Manager 6. The City Manager's written notification to [Name of Successful Proposer] of adverse decision 7. [Name of Successful Proposer]'s Notice of Appeal to the City Council No new legal issues may be raised, nor may new evidence be submitted by [Name of Success- ful Proposer] at this or at any further point in the proceedings, absent a showing of good cause. [Name of Successful Proposer]'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 [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] 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. [Name of Successful Proposer]'s performance under the Agreement is not excused during the period of time prior to a final determination as to whether or not [Name of Success- ful Proposer]'s performance is in material breach of this Agreement, or the time set by City for [Name of Successful Proposer] to discontinue a portion or all of its services pursuant to this 28 Temporary Biu and Roll -Off Box Sogd Waste Agreement Between the City of Santa Clerlta and [Name of Successful Proposer] Agreement. The decision or order of the City Council shall be final and conclusive unless [Name of Successful Proposer] 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 [Name of Successful Proposer] 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, [Name of Successful Proposer] 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: 1. If [Name of Successful Proposer] practices, or attempts to practice, any fraud or deceit upon the City, or practiced any fraud or deceit or made any intentional misrepresentations in its proposal or the negotiations which pre- ceded the execution of this Agreement; 2. If [Name of Successful Proposer] becomes insolvent, unable or unwilling to pay its debts, or upon listing of an order for relief in favor of [Name of Suc- cessful Proposer] in a bankruptcy proceeding; If [Name of Successful Proposer] 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 [Name of Successful Proposer] violates any orders or rulings of any regu- latory body having jurisdiction over [Name of Successful Proposer] relative to this Agreement, in any material manner, provided that [Name of Success- ful Proposer] 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 [Name of Successful Proposer] is entered; 29 Temporary Biu and ROB -OR Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 5. If [Name of Successful Proposer] 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 [Name of Successful Proposer]; 6. If [Name of Successful Proposer] 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; If [Name of Successful Proposer] fails to achieve the diversion goals set forth in [Name of Successful Proposer]'s proposal. In the event that the Cali- fornia Integrated Waste Management Board, or its successor agency, or City determines that [Name of Successful Proposer] has failed to meet the diver- sion goals set forth in its proposal, [Name of Successful Proposer] 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. Any other act or omission by [Name of Successful Proposer] 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 [Name of Successful Proposer] cannot rea- sonably correct or remedy the breach within the time set forth in such notice, if [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Successful Proposer] appeals or refers a matter to a referee, the provisions 30 Temporary Bin and Roll -Off Box Soad Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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. 1. 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 [Name of Successful Proposer], shall alternate in striking one prospec- tive referee at a time until only one referee remains. 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 [Name of Suc- cessful Proposer] agree otherwise, or unless the referee shall determine oth- 31 Temporary Biu and ROB -Off Box Solid Waste Agreement Between the City of Santa Clarits and [Name of Successful Proposer] 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- 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, [Name of Successful Proposer]'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. 32 Temporary Bin and Roll -Off Box Soad Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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. 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 remedies set forth above. 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 [Name of Successful Proposer], in the event [Name of Successful Proposer] should be in material breach of its duties to provide those services, or is otherwise 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 [Name of Successful Proposer], City may suffer irreparable injury and incalcu- lable 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. [Name of Successful Proposer] agrees that its failure to achieve the diversion goals set forth in its proposal for the 33 Temporary Bin and Roll -OK Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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 [Name of Successful Proposer]'s material breach in its failure to achieve the diversion goals for the City as required by this Agreement, shall in- clude, 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 [Name of Successful Proposer], 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 [Name of Successful Proposer] to comply with the requirements of Sections 7.E, F and G, regarding, respectively, 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), [Name of Successful Proposer], is in violation of any requirement of Section 7 E, F or G, above, [Name of Successful Proposer] 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. [Name of Successful Proposer] 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 [Name of Successful Proposer], except as provided in Sub -Section 23.C, below, any sale or other transfer or change in ownership or control of any of the capital stock or other capital or equity interests, 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 34 Temporary Bin and ROB -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 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. [Name of Successful Proposer]'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 [Name of Successful Proposer], 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. [Name of Successful Proposer] 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 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. Any attempt to implement an internal reorganization without the consent of City shall constitute 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 [Name of Successful Proposer] prior to submission of the proposed Transfer to the City Coun- cil. In the event that the City's costs are less than $50,000, City shall refund the remaining de- posit to [Name of Successful Proposer] 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 Reve- nues for the first twelve months, whichever is greater. 35 Temporary Bin and RoB-OH Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] Section 24. General Provisions A. Force Majeure. [Name of Successful Proposer] shall not be in default under this Agreement in the event that the collection, transportation and/or disposal services of [Name of Successful Proposer] 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 [Name of Successful Proposer] "Other catastrophic events" does not include the financial inability of [Name of Successful Proposer] to perform or failure of [Name of Successful Proposer] 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 [Name of Successful Proposer] 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 [Name of Suc- cessful Proposer] 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. [Name of Successful Proposer] is an independent entity and not an officer, agent, servant or employee of City. [Name of Successful Proposer] 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 [Name of Successful Proposer] nor an arrangement for the disposal of Hazardous Wastes. Neither [Name of Successful Proposer] nor its officers, employees, agents 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, [Name of Successful Proposer] shall be responsible for damage to City's driving surfaces, whether or not paved, resulting from the operation of [Name of Suc- cessful Proposer] vehicles providing Temporary Bin and Roll -Off Solid Waste Services within the City. [Name of Successful Proposer] understands that the exercise of this Franchise may involve operation of its collection vehicles over private roads and streets. Disputes between [Name of Successful Proposer] and its service recipients as to damage to private pavement are civil matters and complaints of damage will be referred to [Name of Successful Proposer] 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 [Name of Successful Proposer] to City or private property shall be 5M Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Succeserut Proposer] repaired or replaced by [Name of Successful Proposer], at [Name of Successful Proposer]'s sole expense. Except as provided in Section 17, above, this Agreement does not purport to re- lieve, diminish, reduce, create or increase in any way, [Name of Successful Proposer]'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. [Name of Successful Proposer] 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: 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 [Name of Successful Proposer] 37 Temporary Bin and Roll -OH Box solid Waste Agreement Between the City of Santa Clerita and [Name of SuccessU Proposer] @ @ @ @ and by email to @ @ 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. Exhibits A, B and C; the City's Source Reduction and Recycling Component, and [Name of Successful Proposer]'s Service Proposal, dated @ @, its Rate Proposal, dated @ @, and all supplements to those respective proposals are incorpo- rated into this Agreement by this reference. K. Joint Drafting. This Agreement shall be construed as having been drafted jointly by the parties to this Agreement. L. Transition to Next Solid Waste Enterprise. If in the final 12 months of the period during which [Name of Successful Proposer] is to provide collection services under this Agreement, [Name of Successful Proposer] and City have not entered into a succeeding agree- ment, [Name of Successful Proposer] 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, [Name of Successful Proposer] 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 Mayor 38 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] ATTEST: Sharon Dawson City Clerk APPROVED AS TO FORM: Carl K. Newton City Attorney [NAME OF SUCCESSFUL PROPOSER] M [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 Los Angeles, ss. On this _ day of , in the year 200_, before me personally appeared and 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 [Name of Successful Proposer] SIGNED Temporary Bin and Roll -Oft Box Solid Waste Agreement Between the City of Santa Clarita end [Name of Successful Proposer] Exhibit A Temporary Bin and Roll -Off Box Solid Waste Rate Ceilings, January 1, 2006 -December 31, 2006 Rate Ceilings A Temporary Bin Rates Rate Per Pick-up ($) SIZE 1 Cubic Yard. Collection Component $ Disposal Component $ Total Fee $ 2 Cubic Yard Collection Component $ Disposal Component $ Total Fee $ 3 Cubic Yard Collection Component $ Disposal Component $ Total Fee $ 4 Cubic Yard Collection Component $ Disposal Component $ Total Fee $ 6 Cubic Yard Collection Component $ Disposal Component $ Total Fee $ B Permanent and Temporary Roll -Off / Compactors 10 Cubic Yard Roll -Off Collection Component $ Disposal Component $ Total Fee $ A-1 SD #4828-1050.7776 vl DRAFT 8/17/2005 11:31 AM Temporary Biu and Roll -Oft Box Solid Waste Agreement Between the City or Saota Clarita and [Name or Successful Proposer] 20 Cubic. Yard. Roll -Off Collection Component $ Disposal Component $ Total Fee $ 30 Cubic Yard Roll -Off Collection Component $ Disposal Component $ Total Fee $ 40 Cubic Yard Roll -Off Collection Component $ Disposal Component $ Total Fee $ 10 Cubic Yard Compactor Collection Component $ Disposal Component $ Total Fee $ 20 Cubic Yard Compactor Collection Component $ Disposal Component $ Total Fee $ 30 Cubic Yard Compactor Collection Component $ Disposal Component $ Total Fee $ 40 Cubic Yard Compactor Collection Component $ Disposal Component $ Total Fee $ A-2 SD #4828-1050.7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] Permanent and Temporary Roll -off / Compactor rates are based on a per haul rate not the num- ber of occurrences per week. C. Other Service Rate Ceilings: Providelocking Bin..................................................................... No charge Overage charge............................................................................ $ per Bin per pick-up SundayService............................................................................ $ per Bin per pick-up Sunday Service — Compactor ....................... Unscheduled pick-up D. Franchise Fee: ................. $ per Bin per pick-up $ per Bin per pick-up The Franchise Fee, effective January 1, 2006, is five percent of Gross Revenues collected, and is included in all rates shown in this Exhibit. . A-3 SD #4828.1050.7778 vl DRAFT all 7/2005 11:31 AM Temporary Bin and Roa•Off Box Solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] Exhibit B Temporary Bin and Roll -Off Solid Waste Rate Ceiling Adjustments I. Rate Ceiling Adjustments. A. General. During the first year of the Agreement there shall be no adjustment of the Collection Component of the Temporary Bin Rates, Roll -off /Compactor Rates or the Rates for Other Services listed in Exhibit A of this Agreement. B. Disposal Component Adjustment. For billing periods beginning July 1, 2006, the Disposal Component of the rates shown in Exhibit A may be adjusted by 80% (0.80) of the annual percentage change in the April -to -April Producers Price Index for Finished Goods (the "PPP') of the Bureau of labor Statistics of the U.S. Department of Labor. For example: PPI change: 3.0% (0.03) Disposal Component for 3 cu.yd. Bin, 1 collection, $ @ @_ Adjustment: 0.03 x 0.80 = 0.024 $@@ x(1+.024)=$@@ In addition to PPI increases, any new or increased existing federal, state or local tipping fees or taxes on disposal imposed at solid waste disposal facilities util- ized by [Name of Successful Proposer] shall be added to the PPI adjustment. C. Notification of Disposal Component Adiustment. At least thirty days prior to the effective date of any adjustment to the Disposal Component of the service rates, [Name of Successful Proposer] shall provide City with a new schedule of rates which shall indicate the Collection Component, Disposal Component, and Total Rate for each level of service to be provided pursuant to this Agreement. B•1 SD #4828.1050-7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Biu and Roll -Off Box Solid Waste Agreement Betweea the City of Santa Clarita and [Name of Successhd Proposer) Exhibit C Guaranty This GUARANTY (the "Guaranty") is made as of 2005, by @@, a @@ corporation, ("Guarantor"), the address of which is @ @, in favor of the City of Santa Clarita, a California municipal corporation (the "City"). 1. Recitals. This Guaranty is made with respect to the following facts and circumstances: (a) The City and [Name of Successful Proposer] have entered into a Temporary Bin and Roll -Off Box Solid Waste Agreement, dated for reference purposes @ @. (b) The City would not enter into the Agreement with [Name of Successful Proposer] unless the Guarantor agreed to guarantee the obligations of [Name of Successful Proposer] under the Agreement as provided in this Guaranty, and the Guarantor, as a material inducement and consideration to the City to enter into the Agreement, is willing to execute and deliver this Guaranty and to agree to and be bound by its terms. 2. Guaranty. 2.1. Guaranty of Obligations. The Guarantor unconditionally, absolutely and irrevocably guarantees to the City to cause the full, prompt and complete payment and performance when due of all indebtedness and obligations of [Name of Successful Proposer] to the City under the Agreement, including, without limitation, all obligations of indemnity on the part of [Name of Successful Proposer] under the Agreement. 2.2. Guaranty of Payment. The liability of the Guarantor on this Guaranty is a guaranty of payment and performance and not of collectibility, and is not conditional or contingent on the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by the City of any remedies that it now has or may hereafter have with respect to the Agreement. 2.3. Continuing Guaranty. This Guaranty is a continuing guaranty of the indebtedness and obligations of [Name of Successful Proposer] under the Agreement, including C-1 SD 04828.1050-7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Bin and Roll -OR Box Solid Waste Agreement Between the City of Santa Clarita and [Name of SuccessM Proposer] any and all such indebtedness and obligations which are renewed, extended, compromised, or restructured from time to time. 2.4. Independent Obligations. The Guarantor agrees that it is directly and primarily liable to the City, that the Guarantor's obligations hereunder are independent of the indebtedness and the obligations of [Name of Successful Proposer] under the Agreement, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not action is brought against [Name of Successful Proposer] or whether or not [Name of Successful Proposer] is joined in any such action or actions. 3. Consents by Guarantor. 3.1. Consents. The Guarantor hereby authorizes the City, without notice or demand and without affecting the Guarantor's liability hereunder, from time to time to: 3.1.1. Changes in Terms. Renew, compromise, extend, accept partial payments, accelerate or restructure the indebtedness and obligations of [Name of Successful Proposer] under the Agreement or otherwise change the time for payment or the terms of any such indebtedness or obligations, or any part thereof. 3.1.2. Amendment of Agreement. Waive, amend, rescind, modify or otherwise change any of the terms or provisions of the Agreement. 3.1.3. Liquidation of Guaranteed Obligations. Settle, release, compromise, collect or otherwise liquidate any of the indebtedness or obligations of [Name of Successful Proposer] under the Agreement, or any part thereof, and any security or collateral therefor in any manner as the City may determine in its sole and absolute discretion. 3.1.4. Collateral. Take and hold collateral to secure the payment and performance of the indebtedness and obligations of [Name of Successful Proposer] under the Agreement and exchange, enforce, waive and release any such collateral, and apply such collateral and direct the order or manner of sale thereof as the City in its sole and absolute discretion may determine. 3.1.5. Releases. Release or substitute any one or more endorsers or other guarantors. C-2 SD #4828-1050-7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Bin and Roll -Off Box solid Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] 3.2. Non -Release of Guarantor. The Guarantor agrees that the City may do any or all of the matters specified in Section 3.1 in such manner, upon such terms, and at such times, as the City, in its sole and absolute discretion, deems advisable, without, in any way or respect, impairing, affecting, reducing or releasing the Guarantor from its undertakings hereunder and the Guarantor hereby consents to each and all of the matters specified in Section 3.1. 4. Waivers. 4.1. Defenses. The Guarantor hereby waives any right to assert against the City as a defense, counterclaim, setoff or cross-claim, any defense (legal or equitable), counterclaim, setoff or cross-claim which the Guarantor may now or at any time hereafter have under applicable law, rule, arrangement or relationship against [Name of Successful Proposer] 4.2. Presentment. Demand and Notice. The Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protests, notices of dishonor, notices of default, notice of acceptance of this Guaranty, diligence and notices of the existence, creation or incurrence of the indebtedness and obligations of [Name of Successful Proposer] under the Agreement or of new or additional indebtedness or obligations of [Name of Successful Proposer] incurred or created after the date of this Guaranty, and all other demands, notices or formalities of whatsoever kind to which the Guarantor may be entitled under applicable law. 4.3. Remedies Against [Name of Successful Proposerl As a condition to payment or performance by the Guarantor under this Guaranty, the City shall not be required to, and the Guarantor hereby waives any and all rights to require the City to, prosecute or seek to enforce any remedies against [Name of Successful Proposer] or any other party liable to the City on account of the indebtedness and obligations of [Name of Successful Proposer] under the Agreement or to require the City to seek to enforce or resort to any remedies with respect to any security interests, liens or encumbrances granted to the City by [Name of Successful Proposer] or any other party on account of the indebtedness and obligations of [Name of Successful Proposer] under the Agreement. 4.4. Subrogation Rights. Until all the terms, covenants and conditions of the Agreement on [Name of Successful Proposer]'s part to be performed and observed are fully performed and observed, the Guarantor shall have no right of subrogation, reimbursement, exoneration, indemnity or contribution against [Name of Successful Proposer] by reason of any payments or acts of performance by the Guarantor in compliance with the obligations of the Guarantor under this Guaranty; provided that, notwithstanding the foregoing, the Guarantor shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights C-3 SD #4828.1050-7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Biu and Roa-Off Box Soad Waste Agreement Between the City of Santa Clarita and [Name of Successful Proposer] that would result in the Guarantor being deemed a creditor of [Name of Successful Proposer] under the Federal Bankruptcy Code, and the Guarantor irrevocably waives all such rights and the right to assert any such rights. 5. Waiver of Suretyship Defenses: Antideficiency Legislation. The Guarantor agrees that nothing contained in this Guaranty shall prevent the City from suing on the Agreement or from exercising any other rights available to it under the Agreement, and that the exercise of any of these rights shall not constitute a legal or equitable discharge of the Guarantor. The Guarantor understands that the exercise by the City of certain rights and remedies contained in the Agreement may affect or eliminate the Guarantor's right of subrogation against [Name of Successful Proposer] and that the Guarantor may therefore succeed to a partially or totally non -reimbursable liability hereunder. Nevertheless, the Guarantor hereby authorizes and empowers the City to exercise, in its sole and absolute discretion, any rights and remedies, or any combination of rights and remedies, that may then be available, since it is the intent and purpose of the Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor expressly waives any and all benefits under California Civil Code §§ 2809, 2810, 2819, 2845, 2849, 2850 and 2855, and California Code of Civil Procedure §§ 580a, 580b, 580d and 726. 6. Bankruptcy. 6.1. Liability of Guarantor Unaffected. The liability of the Guarantor under this Guaranty shall in no way be affected by: the release or discharge of [Name of Successful Proposer] in any creditor proceeding, receivership, bankruptcy or other proceeding; the impairment, limitation or modification of the liability of [Name of Successful Proposer] or the estate of [Name of Successful Proposer], or any remedy for the enforcement of [Name of Successful Proposer]'s liability, resulting from the operation of any present or future provision of the Federal Bankruptcy Code or any bankruptcy, insolvency, debtor relief statute (state or federal), or any other statute, or from the decision of any court, the rejection or disaffirmance of the indebtedness or obligations of [Name of Successful Proposer] under the Agreement, or any portion thereof, in any such proceeding; or the cessation, from any cause whatsoever, whether consensual or by operation of law, of the liability of [Name of Successful Proposer] to the City. 7. Termination of Guaranty. The Guarantor's obligations under this Guaranty shall continue in full force and effect and this Guaranty shall not terminate until the indebtedness and obligations of [Name of Successful Proposer] under the Agreement are fully paid, performed and discharged and the City gives the Guarantor written notice of that fact. The indebtedness and obligations of [Name of Successful Proposer] under the Agreement shall not be considered C-4 SD #4828.1050-7778 v1 DRAFT 8/17/2005 11:31 AM Temporary Biu and Roll -Ott Box Soad Waste Agreement Between the City of Santa Clarita and [Nano of Successful Proposer] fully paid, performed and discharged unless and until all payments by [Name of Successful Proposer] to the City are no longer subject to any right on the part of any person, including, without limitation, [Name of Successful. Proposer], [Name of Successful Proposer] as debtor- in-possession, or any trustee or receiver in bankruptcy, to set aside such payments or seek to recoup the amount of such payments, or any part thereof. The foregoing shall include, without limitation, all rights to recover preferences voidable under the federal Bankruptcy Code. In the event that any such payments by [Name of Successful Proposer] to the City are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent of any such settlement, all of which is within the City's sole and absolute discretion, the Guarantor shall be liable for the full amount the City is required to repay plus costs, interest, attorneys' fees and any and all expenses which the City paid or incurred in connection therewith. The Guarantor shall continue to be liable under the terms of this Guaranty notwithstanding the transfer by [Name of Successful Proposer] of all or any portion of the property encumbered by the Agreement. 8. Other Provisions. 8.1. Expenses. The Guarantor agrees to pay all attorneys' fees and all other costs and expenses which may be incurred by the City in the enforcement or collection of this Guaranty and the indebtedness and obligations of [Name of Successful Proposer] under the Agreement, whether or not suit is filed. 8.2. Interest. All amounts required to be paid to the City by the Guarantor pursuant to the provisions of this Guaranty (including, without limitation, pursuant to Section 2 and 8.1 hereof) shall bear interest from the date upon which such amounts are due to the date of payment thereof at the highest rate permitted by law. All payments of such amounts by the Guarantor shall include any such accrued interest. 8.3. Governing Law. The validity, construction and performance of this Guarantee shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the State of California. 8.4. Entire Agreement. This Guaranty embodies the entire agreement and understanding between the City and the Guarantor pertaining to the subject matter of this Guaranty, and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of such parties, pertaining to that subject matter. 8.5. Assienment: Bindin Effect. ffect. Neither this Guaranty nor any rights or obligations under this Guaranty may be assigned by the Guarantor without the prior written consent of the C-5 SD #4828-1050-7776 vi DRAFT 8/17/2005 11:31 AM Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clerita and [Name of Successful Proposer] City. Subject to the foregoing, the provisions of this Guaranty shall bind and inure to the benefit of the City and the Guarantor and their respective heirs, executors, personal representatives, successors and assigns. 8.6. Notices. Whenever the City or the Guarantor desire or are required to give any notice, demand or request with respect to this Guaranty, each such communication shall be in writing and shall be given by personal service or mailed by Certified Mail, postage prepaid, return receipt requested, addressed to Guarantor as set forth in the first paragraph of this Guaranty and to City at City's City Hall. Such communications sent shall be effectively given when they are received by the addressee thereof, but if sent by Certified Mail, they shall be effectively given three (3) days after being deposited in the United States Mail. The City and the Guarantor may change their respective address for such communications by giving notice to the other in conformity with this Section. 8.7. Amendment and Waiver. This Guaranty may not be amended, modified or supplemented except by a writing duly executed by the Guarantor and a duly authorized officer of the City. No provision of this Guaranty or right of the City under this Guaranty can be waived except by a writing duly executed by a duly authorized officer of the City. No waiver by the City of a breach of any provision of this Guaranty shall be construed as. a waiver of any subsequent or different breach, and no forbearance by the City to seek a remedy for noncompliance or breach by the Guarantor shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach. 8.8. Time. Time is of the essence with respect to each provision of this Guaranty. 8.9. Severability. The invalidity or unenforceability of any particular provision of this Guaranty shall not affect the other provisions, and this Guaranty shall be construed in all respects as if any invalid or unenforceable provision were omitted. 8.10. Further Action. The Guarantor agrees to perform any further acts and to execute and deliver any other documents which may be necessary in the opinion of the City to effect the provisions of this Guaranty. 8.11. Headings. The section and other headings contained in this Guaranty are for reference purposes only and shall not affect in any way the meaning or interpretation of this Guaranty. 1 SD #4828-1050.7776 v1 DRAFT 8/17/200511;31 AM Temporary Bin and RoH4X1 Box Solid Waste Agreement Between the City of Santa Clarlta and [Name of Successful Proposer] IN WITNESS WHEREOF, the Guarantor, intending to be bound, has executed this Guaranty as of the year and date first above written. GUARANTOR: [Successful Proposer's Guarantor] By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of , County of ss. On this day of , in the year 200_, before me , personally appeared and 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 [@ @name of Guarantor], a @ @[state of incorporation of guarantor] corporation. SIGNED C-7 SD #4828-1050.7776 v1 DRAFT 8/17/2005 11:31 AM $ coo 7£ - } } $K at - 12 C - . �� |� \ \ f2 § §/ / e C 7 §) °:\\ \ / $[ ■{ !��% CL a ) $%/§ )_ 2 I2 A F. )22a .# /� /j \ jk\/ / ©@ �a�§ . ƒ o=� 2 {o } \(kk §$ LL « f LL,I� § a . 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