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60A - ISSUANCE OF DRAFT SOLID WASTE SERVICES
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 17, 2020 TITLE: APPROVE ISSUANCE OF THE DRAFT SOLID WASTE SERVICES REQUEST FOR PROPOSALS, APPROVE A ONE-YEAR EXTENSION OF THE SOLID WASTE SERVICES AGREEMENT WITH WASTE MANAGEMENT, AND AUTHORIZE A PROPOSITION 218 PROCESS /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve issuance of the Draft Solid Waste Services Request for Proposals to maintain the established implementation timeline, subject to non -substantive changes. 2. Authorize the City Manager to execute the second amendment to the fourth amended and restated agreement with Waste Management for collection and handling of solid wastes generated, produced, and/or accumulated in the City of Santa Ana, approving a one-year extension from June 30, 2021 to June 30, 2022, subject to non -substantive changes approved by the City Manager and City Attorney and including alternate programming for green waste diversion to maintain compliance with State legislation. 3. Authorize and direct staff to prepare all required documents necessary to proceed with notification of proposed refuse rate adjustments in compliance with Proposition 218 requirements, including, but not limited to, the following: a) Prepare and mail proposed rate adjustment notices to all Santa Ana property owners with cart service in compliance with Proposition 218 requirements at cost not to exceed $20,000; b) Schedule a public hearing at a future Council meeting, on or after May 19, 2020; c) Prepare all other documents required to proceed with proposed refuse rate adjustments. DISCUSSION The City's agreement for collection and handling of solid waste with Waste Management (WM) is due to expire on June 30, 2021. The Public Works Agency and its consultant, HF&H Consultants, LLC (HF&H), have developed a draft Request for Proposals for City solid waste services that will provide appropriate refuse collection and disposal for Santa Ana that considers recycling trends and compliance with State legislation 60A-1 Approve Issuance of the Solid Waste Services RFP, One-year Extension of the Solid Waste Services Agreement with Waste Management, and Authorize Prop 218 Process March 17, 2020 Page 2 Request for Proposals The draft Request for Proposals (RFP) is attached for review and approval (Exhibit 1). The following summarizes the current and proposed new services/components in the RFP scope: Residential Current Services • Three -cart program • Curbside bulky item collection • Up to 300 40-yard containers annually for City -sponsored neighborhood clean-ups Additional Services • Curbside used oil and filter collection • Curbside universal waste collection • Sharps disposal • Compost giveaways and shredding events • Expanded curbside bulky item collection • Curbside organics collection program to comply with SB 1383 Commercial, Multi -family, and Industrial Current Services • Commercial, multi -family, and industrial collection services • Recycling at a cost savings • Bulky item collection for a fee Additional Services (Required to Meet State Mandates) • Establish programming to comply with AB 939 Integrated Waste Management Act • Establish programming to comply with AB 341 Mandatory Commercial Recycling • Establish programming to comply with AB 1826 Mandatory Organics Recycling • Establish programming to comply with SB 1383 Short-lived Climate Pollutants • Establish programming to comply with Future State mandates Other Services Current Services • Every -other -week alley clean-ups • Clean-ups after garage sale weekends • Grant administration • Public education and outreach Additional Services • Weekly alley clean-ups • Small battery recycling collection at City facilities • Dedicated Recycling Coordinator/s • Construction and demolition services option 60A-2 Approve Issuance of the Solid Waste Services RFP, One-year Extension of the Solid Waste Services Agreement with Waste Management, and Authorize Prop 218 Process March 17, 2020 Page 3 One -Year Extension The one-year extension with WM, from July 1, 2021, to June 30, 2022, accommodates an expanded RFP process timeline. This timeline will provide four months for proposal preparation, which for a city the size of Santa Ana, is adequate. Proposal evaluation and interviews will be conducted over a six-month period allowing sufficient time considering the intricacies of proposals and the unknown number of proposers. Most importantly, this expanded timeline is recommended due to purchasing impacts in the manufacture and delivery of the new trucks and carts, which are required in the RFP. Markets have seen an extended delivery time, as other municipalities prepare for compliance with new legislation. The extension also addresses the requirements of Assembly Bill 1594 (AB 1594). Effective January 1, 2020, AB 1594 eliminated diversion credit for green waste sent to County landfills as Alternative Daily Cover (ADC). Previously, WM delivered green waste collected from the City's customers to the Tierra Verde Industries green waste processing facility for grinding and transfer to the Orange County Landfill System for use as ADC. WM provided this service at no charge to customers, and the City received diversion credit. Under the new requirements of AB 1594, WM will continue to deliver green waste to Tierra Verde, however the material will be composted, providing the City with diversion credit to maintain compliance with State mandates. WM will provide this service at no cost to ratepayers through June 30, 2020. Upon successful completion of a Proposition 218 process, a rate adjustment of $1.90 per residential unit per month will occur effective July 1, 2020. A second rate adjustment of $1.50 per residential unit per month will occur effective July 1, 2021. The total two-year rate adjustment for this service equals $3.40 per residential unit per month. The City continues to retain the right to choose the location for the delivery of green waste and that the rate paid by the ratepayer will be reduced or increased accordingly, based on transportation and processing costs. Rate Design In recent years, the legal requirements surrounding solid waste service providing agencies rate setting in California have evolved. Namely the courts have made rulings with respect to California Constitution Article XIII C and D (commonly known as Proposition 218) that have created a higher "cost of service" standard for rate setting than has historically been practiced by public agencies. Simply put, the burden of proof is on agencies to demonstrate that all aspects of refuse rates are directly proportionate to the cost of providing service. This means aligning fixed revenue (fixed charges) with fixed costs. The proposed refuse rate increases for curbside cart service are structured to directly align with the refuse utility's (WM) increased cost for composting green waste. Refuse rates for cart customers are proposed to be fixed for all curbside customers. This cost increase is a direct pass - through to ratepayers. The proposed rate revenue adjustments outlined below support the cost of composting green waste to maintain compliance with State mandates: 60A-3 Approve Issuance of the Solid Waste Services RFP, One-year Extension of the Solid Waste Services Agreement with Waste Management, and Authorize Prop 218 Process March 17, 2020 Page 4 Implementation Date Increase Amount" July 1, 2020 $1.90 July 1, 2021 $1.50 'These amounts do not consider the standard annual CPI adjustment in the solid waste agreement with WM and the Waste Disposal Agreement with County of Orange. Typical Bill Impact The financial impact of the proposed revenue adjustments on the typical customer was carefully evaluated. The typical bill of a curbside cart customer will be increased by $1.90 per month, effective July 1, 2020, and increased by an additional $1.50 per month effective July 1, 2021. These rate increases are based on actual cost of service. When compared to neighboring cities, the typical Santa Ana customer will continue to pay a similar amount, on average, for curbside cart service as compared to its neighboring cities such as Garden Grove, Brea, Fullerton and Yorba Linda. Staff recommends approval of the Draft Solid Waste Services Request for Proposals to maintain the Solid Waste Services Implementation Timeline (Exhibit 2), approval of the one-year extension of the Solid Waste Services agreement with WM that includes alternate programming for green waste diversion to maintain compliance with State legislation (Exhibit 3), and approval to prepare all required documents necessary to proceed with notification of proposed refuse rate adjustments, in compliance with Proposition 218 requirements. STRATEGIC PLAN ALIGNMENT Approval of these items support the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. However, increased recycling activity will divert materials from the landfill, thus extending the life of the landfill system and recovering valuable recyclable resources. FISCAL IMPACT To cover costs incurred for preparing and mailing the Proposition 218 notices, $20,000 has been budgeted and is available for expenditure in Fiscal Year 2019-20 in the Refuse Enterprise as follows: FISCAL ACCOUNTING ACCOUNTING UNIT, YEAR UNIT -ACCOUNT FUND DESCRIPTION ACCOUNT DESCRIPTION AMOUNT # Refuse Collection Service, 06917640- Refuse Collection FY 2019-20 Miscellaneous Operating $20,000 63001 Service Expenses TOTAL: $20,000 60A-4 Approve Issuance of the Solid Waste Services RFP, One-year Extension of the Solid Waste Services Agreement with Waste Management, and Authorize Prop 218 Process March 17, 2020 Page 5 APPROVED AS TO FUNDS AND ACCOUNTS: Nabil Saba, PE Kathryn Downs, CPA Acting Executive Director Executive Director Public Works Agency Finance and Management Services Agency NS/MLM/CK Exhibits: 1. Draft Solid Waste Services RFP 2. Solid Waste Services Implementation Timeline 3. Second Amendment of the Solid Waste Services agreement with Waste Management 60A-5 EXHIBIT 1 DRAFT THE CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/ OR ACCUMULATED IN THE CITY OF SANTA ANA Draft, March 9, 2020 The City of Santa Ana is requesting proposals for collection, transportation, recycling, and disposal of residential and commercial solid waste, recyclables, and organic waste. The Request for Proposals ("RFP") package can be obtained through PlanetBids at https: / / www.Plane tbids.com/ portal/ portal.cnn? CompanyID=20137.c om. A Pre -Proposal conference will he held at 2:00 p.m. on April 9, 2020 at the City of Santa Ana Ross Annex, Room 1600, 1st Floor, located at 20 Civic Center Plaza, Santa Ana, CA. Proposals will be received until 4:00 p.m. on June 19, 2020. Proposals must be delivered to the attention of Christy Kindig at 20 Civic Center Plaza, Santa Ana, California 90260. • 1 M THE CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA DRAFT, March 9, 2020 Prepared by: (m HF&H Consultants, LLC 19200 Von Karman, Suite 360 Irvine, CA 92612 Telephone: 949/ 251-8628 60A-7 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA TABLE OF CONTENTS SECTION I -INTRODUCTION.................................................................................................I SECTION II - CURRENT SERVICE DATA SECTION III - PROPOSED SERVICE REQUIREMENTS 8 10 Residential Collection Service Requirements (Residential Curbside Service Units) ..................10 Commercial Collection Service Requirements (Including Multi -Family Properties of 3 or MoreUnits)............................................................................................................................................11 City Government Operations.............................................................................................................13 CommunityServices............................................................................................................................14 OptionalServices..................................................................................................................................14 SECTION IV -KEY CONTRACT TERMS.............................................................................15 HolidayCollection................................................................................................................................15 Education and Public Awareness.......................................................................................................15 Container Specifications and Distribution........................................................................................15 Faithful Performance Bond.................................................................................................................15 Draft, March 9, 2020 City of Santa Ana .1 m Faithful Performance Letter of Credit...............................................................................................15 Insurance Requirements......................................................................................................................15 Reportingand Auditing......................................................................................................................16 Collection Vehicle Requirements.......................................................................................................16 DedicatedRefuse Routes.....................................................................................................................16 Fees.........................................................................................................................................................16 Billing.....................................................................................................................................................17 RateAdjustment Method....................................................................................................................17 Minimum Diversion Rates..................................................................................................................17 SECTION V - PROPOSAL SUBNIISSION REQUIREMENTS............................................18 1. General Requirements.................................................................................................................18 2. Rate Proposal Forms (Attachment 3).........................................................................................18 3. Supporting Costs and Operating Data Worksheets (Attachment 4)....................................18 4. Agreement Signature Page and Exceptions..............................................................................19 5. Proposer Overview......................................................................................................................19 6. Facility Descriptions Required in Proposal..............................................................................22 7. Implementation Plan....................................................................................................................23 8. AB 341, AB 1826, and SB 1383 Implementation Plan..............................................................23 9. Customer Service/Customer Center Procedures....................................................................23 10. Automated Cart Description...................................................................................................24 11. Collection Vehicle Description...............................................................................................24 12. Minimum Recycling Requirements.......................................................................................24 13. Food Rescue and Donation Program....................................................................................24 14. Organic Waste Recycling Program........................................................................................24 15. Multi -Family Bulky Item Collection......................................................................................25 16. Recyclable Materials.................................................................................................................25 17. Procurement of Recovered Organic Waste Products..........................................................25 18. Employment of Prior Contractor Employees.......................................................................25 19. Optional Program: Processing of Mixed Waste...................................................................25 20. Optional Service: Citywide Construction and Demolition Debris Collection and DiversionServices................................................................................................................................26 21. Proposal Enhancements...........................................................................................................26 SECTION VI - PROPOSAL EVALUATIONS Proposex's Qualifications....................................................................................................................27 TechnicalQualifications......................................................................................................................27 Exceptions to the Terms and Conditions..........................................................................................27 FinancialResources..............................................................................................................................27 Costs.......................................................................................................................................................27 Employment..........................................................................................................................................27 Award....................................................................................................................................................27 Draft, March 9, 2020 ii City of Santa Ana 60A-9 TABLE OF FIGURES Table 1: Requested Services......................................................................................................................2 Table 2: Procurement Schedule................................................................................................................7 LIST OF ATTACHMENTS Attachment 1: Proposal Outline Attachment 2: Existing Service Data Attachment 3: Rate Proposal Forms Attachment 4: Supporting Cost and Operating Data Worksheets Attachment 5: Anti -Collusion Affidavit Attachment 6: Draft Agreement for the Collection and Handling of Solid Waste Generated, Produced and/or Accumulated in the City of Santa Ana Attachment 7: Current Rate Schedule Attachment 8: City of Santa Ana Green Policy Attachment 9: Current AB 341 and AB 1826 Public Education and Outreach Plan Attachment 10: Map of Property Annexed to the City of Santa Ana in December 2019 Attachment 11: Universal Waste Collected in Calendar Years 2015 through 2018 Attachment 12: Pounds of Batteries Collected in Calendar Years 2015 through 2018 Available on P1anetBids: Current Solid Waste Franchise Agreement with Waste Management Current Agreement for Collection and Handling of Construction and Demolition Debris Agreement with Welldyne/Rx West, Inc. for Professional Services "Sharps Program' Agreement to Provide Residential Universal Waste Collection Agreement to Provide Small Battery Recycling Most Recent Current Haulers Annual Report Results of the City of Santa Ana's Solid Waste Survey Draft, March 9, 2020 City of Santa Ana 60A-10 OVERVIEW OF THE BEQUEST FOR PROPOSAL The City of Santa Ana (City) is requesting proposals from qualified solid waste companies to provide solid waste collection, transportation, recycling, processing, and disposal services. Waste Management (WM) currently provides the City with exclusive residential and commercial collection services, including permanent and temporary roll -off and bin service (excluding temporary construction and demolition debris service), and construction and demolition debris which is generated from City government operations. Construction and demolition debris generated at a temporary construction site and removed using roll -off boxes or bins, other than that generated by City government operations, is non-exclusive, and these services are currently provided by WM and Ware Disposal (Ware). STRATEGIC PARTNERSHIPS/'SUBCONTRACTING ARRANGEMENTS Due to the geographic size and tonnage volumes inherent in serving the City, proposers may propose to create strategic business alliances or subcontracting arrangements with one or more parties. This option is meant to encourage proposers to look into innovative methods that create positive enhancements to all parties, beginning with the City s customers, and our environment. Proposers may provide a proposal in one of two ways: 1. As an exclusive services provider, or 2. As lead services provider with subcontractors in and around the greater Orange County Area that offer specialized or unique collection methods, processing infrastructure, data management, customer outreach, or other services. Any such arrangement must be submitted by a single entity which shall bear complete responsibility for the performance of the alliance within the franchise agreement. 1 t��\MAT: The initial term of the new agreement is ten years. The City and Contractor may, by mutual agreement, extend the term of the agreement for an additional five years at the end of the initial term. City may, in its sole discretion, authorize an extension of up to thirty-six (36) months prior to the expiration of the initial or extended term of the agreement. Services under the new agreement will begin July 1, 2022. See Sections 2.4 and 2.5 of the draft agreement. SUMMARY OF REQUESTED SERVICES A description of the service area is included in Section II of this REP. Existing service data provided by WM, Ware and the City is included in Attachments 2 and 3. The services for which the City is seeking proposals are summarized in Table 1 below and are briefly described in Section III of this REP. A more comprehensive description of the scope of services is found in the draft franchise agreement in Attachment 6. Draft, March 9, 2020 1 City of Santa Ana 60A-11 Table 1: Requested Services CUSTOMER TYPE SERVICE DESCRIPTION Residential ♦ Automated Refuse Collection Services (single- ♦ Automated Recyclables Collection family residents and multi -family ♦ Automated Organics Collection, including Future Food Waste premises with Program carts "Residential ♦ Holiday Tree Collection Curbside Service Units") ♦ Walk -Out Service ♦ Bulky Item Collection, including E-Waste ♦ Sharps Collection ♦ Used Motor Oil and Used Motor Oil Filter Collection ♦ Universal Waste Collection ♦ Recycling Reward Program Commercial and ♦ Permanent and Temporary Refuse Bin Collection (excluding C&D) Multi -Family ♦ Permanent and Temporary Roll -off Box Collection (excluding Services C&D) ♦ Commercial Cart Collection ♦ Recycling and Organic Waste Programs to Comply with CalRecycle Regulations ♦ Bulky Item Collection, including E-Waste ♦ Holiday Tree Collection - Multi -Family Customers Only ♦ Scout Service ♦ Bin Push -Out Service ♦ Locking Lids Draft, March 9, 2020 City of Santa Ana 60A-12 CUSTOMER SERVICE DESCRIPTION TYPE City Government ♦ Refuse, Recyclables, Organics, Electronic Waste, and Construction Operations and Demolition Debris Collection from City Government Operations ♦ City -Sponsored Events ♦ Parkway Cleanup Following Quarterly Garage Sales ♦ Weekly Alley Cleanups ♦ Grant Administration ♦ Battery Recycling Program Community ♦ Neighborhood Cleanups - up to 300 roll -off boxes per year Services ♦ Annual Household Hazardous Waste Drop -Off Event ♦ Annual Shredding Event ♦ Annual Compost Giveaway Event ♦ Medication Take -Back Program ♦ Environmental Ambassador Program ♦ Santa Ana Green Quarterly Newsletter Optional Services ♦ Exclusive Temporary Construction and Demolition Debris Services ♦ Processing of Mixed Commercial Waste Section V of this RFP describes the required contents of the proposal. Failure to complete and submit all of the forms and the other information required in Section V may be grounds to disqualify a proposal. The proposal should be organized according to the outline shown in Attachment 1. Please note that the City s procurement of the services described herein is not subject to state or local public bidding laws, and the City does not intend to cause the current RFP process to become subject to such public bidding laws or regulations. PROPOSAL CLARIFICATIONS AND UPDATES After reviewing the RFP package, proposers may find that they require clarification of some requirements. Proposers may submit oral or written questions. Written responses to such questions, addenda and clarifications, if any, will be provided via e-mail, or via P1anetBids, to all potential proposers that provide their contact information when requesting the RFP. Proposers should provide the primary contact name, company name, address, e-mail address, Draft, March 9, 2020 3 City of Santa Ana 60A-13 and phone number to the City if proposers wish to receive answers to questions and other RFP addenda. Only written responses will govern. Written questions may not be accepted after the date shown in the schedule in Table 2 at the end of this section, as this would leave insufficient time for the City to provide an adequate response to all potential proposers. However, if proposers have simple questions regarding how to complete submittal forms or otherwise complete the proposal requirements, proposers may continue to request assistance via telephone until the proposal due date. See "Communication Protocol During RFP Process' below for instruction on where to submit questions. COMMUNICATION PROTOCOL DURING RFP PROCESS Questions regarding this RFP shall be made in writing via the City's PlanetBids vendor portal. No phone inquiries will be accepted, excepting questions regarding completion of proposal forms, which shall be directed to Laith Ezzet at lezzet@hfh-consultants.com. PROPOSAL ADMINISTRATION The City of Santa Ana shall have the right to perform, and each proposer must agree to cooperate with, an investigation and review of each proposer's ability to perform the work required. Such cooperation shall apply not only to the verification of the proposer's capability and experience in the provision of services, but also to the provision of any other component of work that may be required under this procurement. In order to objectively evaluate all proposals, the City has attempted to describe the desired services and the terms and conditions in the draft franchise agreement in a manner that will allow a reasonable level of comparability among the proposals. Therefore, the City discourages, and may disqualify, proposals that substantially deviate from the RFP. Proposals that do not include the completed forms required herein and information required in Section V may be disqualified. Provided that the proposer has submitted a proposal that meets all of the minimum requirements of this RFP, the proposer may also offer additional enhancements that exceed the RFP requirements. The City reserves, at its sole discretion, the right to reject all proposals, disqualify nonconforming or incomplete proposals, waive deviations from the RFP, and determine whether proposers are qualified. The City reserves the right to issue addenda to the RFP, to modify the RFP, to modify the franchise agreement, or to withdraw the RFP. The City and HF&H may request clarification or additional information from any of the proposers at any point in the RFP process. Proposals must comply fully with the requirements detailed in this RFP. Required supporting documentation must be included as attachments and be appropriately identified. The existing service information presented in Section II and Attachments 2 and 3 of this RFP is for information only and the proposer agrees to indemnify and hold the City harmless for the accuracy of this data. All proposers should take whatever steps they believe are necessary to reasonably establish the actual existing service information when preparing their proposals. Draft, March 9, 2020 4 City of Santa Ana 60A-14 Note: The CiVs existing solid waste contractor is in the process of performing a residential and commercial curbside cart audit. If an update to the container count becomes available prior to proposal submittal, an addendum to the RFP with updated container data will be provided. SUBMISSION OF PROPOSALS The draft franchise agreement containing the terms and conditions under which service will be provided (see Attachment 6) is an integral part of this RFP. This franchise agreement includes information related to service standards, rate setting, billing, reporting, and other activities related to the performance of these services. Submission of a proposal shall constitute acknowledgment and acceptance of all the terms and conditions contained in this RFP, and in the draft franchise agreement, unless exceptions to particular terms and conditions are expressed in writing in the proposal. The successful proposer will be expected to enter into a franchise agreement with the City, only those exceptions noted in its proposal will be considered for modification. The City is not obligated to agree to these exceptions, but reserves the right to negotiate modification of such noted exceptions to the draft franchise agreement. Each and every term and condition of the proposal shall be irrevocable until the City enters into a franchise agreement to perform the scope of services for the proposed rates according to those terms and conditions. Within fifteen (15) business days of the selection of a proposal by the City Council, the selected proposer is bound to execute the franchise agreement, and furnish the required performance bond and letter of credit. The form of the financial instruments is described in Sections 9.5 and 9.6 of the draft franchise agreement. Within thirty (30) days following execution of the franchise agreement, and in any event prior to the performance of any services thereunder, the proposer is bound to provide evidence of all required insurance (see Section 9.4 of the draft franchise agreement). The terms of this RFP and the proposals are firm for a period of three hundred and sixty-five (365) days. Once submitted, responses to this RFP cannot be altered without the City's express written consent. The City reserves the right to reject any or all proposals, and may elect to make a decision without further discussion or negotiation. This RFP is not to be construed as a contract of any kind. The City is not liable for any costs incurred by any potential proposer in the preparation of a response to this RFP. The City may withdraw or modify this request at any time. Proposers must submit four (4) bound copies, one (1) original with a "wet signature marked "Original," one (1) unbound photocopy -ready copy, and an electronic copy on a flash (thumb) drive of the complete proposal. Electronic copy must be in searchable PDF format as a single document. Proposals shall be mailed, hand delivered, or sent via courier service. Cost proposals shall be in separate sealed envelope. Proposals shall be enclosed in a sealed envelope and marked clearly with the following information, formatted as follows: Draft, March 9, 2020 5 City of Santa Ana 60A-15 "SEALED PROPOSAL FOR REQUEST FOR PROPOSALS FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA RFP NO. 19-XXX DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn: Christy Kindig Public Works Agency 20 Civic Center Plaza; 4�b Floor Reception, Ross Annex, M-21 Santa Ana, CA 92701 It is the responsibility of the proposer to ensure that any proposal submitted has sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Proposals shall NOT be sent via fax or email. All proposals must be received by the Public Works Agency of Santa Ana by the date and time shown in the schedule in Table 2 at the end of this section, City of Santa Ana time. Proposals received after this time and date may be returned unopened. Postmarks will not be accepted as proof of receipt. All notifications, updates and addenda will be posted electronically on the City's PlanetBids vendor portal accessible through the following link: htti)s://www.planetbids.com/portal/portal.cfm?CompanvlD-2013 7. Any addenda issued shall be taken into account in the bid and shall be made a part of the Contract. Addenda may be issued by the City for any reason. Failure to respond to required updates may result in a determination of a nonresponsive proposal. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. The current franchise agreements (including the solid waste and recycling agreement, C&D agreement, sharps agreement, universal waste agreement, and battery agreement), the most recent franchised hauler annual report, the results of the City's solid waste survey will be made available on PlanetBids. AWARD To he considered, proposals must be complete and must conform to the requirements of this RFP as to form and content. The franchise agreement will be awarded to the proposer that the City Council determines will best assist the City to reach its goal of receiving the highest quality service at the lowest reasonable cost. The successful proposal may or may not be the lowest cost proposal. The City, however, reserves the right to reject any or all proposals, to accept or reject any one or more items of a proposal, or to waive any minor irregularities or informalities in the proposal. Draft, March 9, 2020 6 City of Santa Ana �• •. SCHEDULE The procurement schedule is shown in Table 2. These dates are subject to change by the City. Table 2: Procurement Schedule Date Activity March 24, 2020 Release of RFP April 9, 2020 Pre -Proposal Meeting at 2:00 p.m. April 24, 2020 Last day to submit written questions July 27, 2020 Proposals due to the Public Works Agency by 4:00 p.m. July 2021 Award by City Council` July 1, 2022 Start of service Award subject to completion of Proposition 218 process. Draft, March 9, 2020 City of Santa Ana 60A-17 DESCRIPTION OF SERVICE AREA The City of Santa Ana encompasses 27.5 square miles and is bounded by the City of Orange to the north, the cities of Garden Grove, Westminster, Midway City, and Fountain Valley to the west, the City of Tustin to the east, the City of Irvine to the southeast and the City of Costa Mesa to the southwest. According to the California Department of Finance, population and housing estimates for the City as of January 1, 2019 are as follows: Population: 337.716 Single Family Detached 35,692 Total Dwelling Units 78,563 Single Family Attached 5,799 Percent Vacant 4.1% Multi -Family 2 to 4 Units 7,563 Persons per Household 4.42 Multi -Family 5 Plus Units 25,400 Mobile Homes 4,049 This census information is meant to provide an overview of the City. Please see Attachments 2-A through 2-D, and 3-B through 3-M for data regarding customer and container counts. PROJECTED NEW DEVELOPMENTS According to the City s Draft Housing Element, the City has an estimated residential growth rate of 2% per year and an estimated commercial growth rate of 2% per year for the period of 2020 to 2030. PROPERTY ANNEXED TO THE CITY IN DECEMBER OF 2019 The City annexed parcels of property previously located in the unincorporated area of Orange County in December of 2019. A map of annexed area is included as Attachment 10. CURRENT SERVICE DATA The City has obtained from WM and/or provided from its own records, the data provided in Attachments 2 and 3. Existing subscription levels are contained in rate proposal forms in Attachment 3. As stated in Section I, the City neither warrants nor accepts responsibility for the accuracy of the information. It is the responsibility of each proposer to undertake, at its sole cost, any verification of this information necessary for it to submit a response to this RFP. CURRENT RATES The current residential rates effective July 1, 2019 are shown in Attachment 7. Draft, March 9, 2020 City of Santa Ana RATE REVENUES Total residential and commercial rate revenue is included as Attachments 2-I and 2-J. AB 939 PLANS The City is committed to fully complying with AB 939, AB 341, AB 1826, AB 1594, and SB 1383, future increases in diversion rate goals, and new diversion programs mandated by the state. The City s reported 2018 CalRecycle diversion rate was 63%. Draft, March 9, 2020 City of Santa Ana 60A-19 The City is requesting proposals for the services described below. If these services represent a significant change to current services, such changes are noted. A more comprehensive description of these services is found in the draft franchise agreement, included as Attachment 6 of this REP. Section references to the draft franchise agreement are included in the following summary. RESIDENTIAL COLLECTION SERVICE REQUIREMENTS (RESIDENTIAL CURBSIDE SERVICE UNITS) Refuse Cart Collection - Residential Curbside Service Units will continue to receive once per week automated refuse collection. Refuse carts shall he offered in 96, 64, and 35-gallon sizes. Each customer shall receive one refuse cart as part of the basic service provided by the Contractor. Additional refuse carts may be requested for an additional fee. See Section 4.2.1. Cart Overage - Customers that periodically generate more solid waste than will fit in their containers may contact Contractor to collect items as a bulky item pickup under Section 4.2.10. See Section 4.2.2. Recycling Cart Collection - Residential Curbside Service Units will continue to receive weekly automated recycling collection on the same day as their refuse collection. Each customer shall receive one recycling cart as part of the basic service provided by the Contractor. Recycling carts shall be offered, in 96, 64, and 35-gallon sizes. Additional recycling carts may be requested for an additional fee. See Section 4.2.3. Organics Cart Collection - Residential Curbside Service Units will continue to receive weekly automated organics cart collection on the same day as their refuse collection. Each customer shall receive one organics cart as part of the basic service provided by the Contractor. Organics carts shall be offered, in 96, 64, and 35-gallon sizes. Customers may request additional organics carts for a monthly fee. See Section 4.2.4. Residential Food Waste Collection - A residential food waste collection program is required to be provided by the Contractor at the start of this Agreement or as otherwise mandated by CalRecycle. See Section 4.2.4. Holiday Tree Collection and Recycling - Contractor will continue to provide curbside collection and proper recycling of holiday greenery to Residential Curbside Service Units for the period beginning December 26 and continuing for at least three weeks, for the duration of this agreement. See Section 4.2.8. Walk -Out Service for Disabled Customers -The Contractor shall continue to provide disabled cart customers with walk -out service at no additional charge. Contractor shall provide walk- out service to other than disabled individuals at the request of the customer, for a monthly fee. See Section 4.2.9. Draft, March 9, 2020 10 City of Santa Ana 60A-20 Bulky Item Collection (including e-waste) - The Contractor will be required to provide four (4) bulky item pickups per Residential Curbside Service Unit account per year at no additional charge. Contractor will be required to collect a maximum of four (4) items, or four (4) 30-gallon bags of refuse, or twenty (20) 30-gallon bags of yard waste per pickup. Contractor may charge a fee for additional items. See Section 4.2.10. Sharps Collection Program - Contractor will provide a sharps mail -back collection program to each Residential Curbside Service Unit Customer at no additional cost. See Section 4.2.11. Used Motor Oil and Used Motor Oil Filter Collection and Recycling - Contractor shall provide Residential Curbside Service Unit customers with containers for the collection of used motor oil and bags for the collection of used motor oil filters. Contractor shall collect used motor oil and used motor oil filters on regularly scheduled collection days. Contractor shall ensure that used motor oil and used motor oil filters are recycled. Contractor shall bill the City once per month for its costs associated with the collection and recycling of used motor oil and used motor oil filters. Used motor oil containers and used motor oil filter recycling bags will be purchased by the City. Current contractor is paid $2,750 per month from the City s used motor oil grant funds to provide the used motor oil and used motor oil filter collection services which do not include the cost for the containers or filter bags which is reimbursed by the City separately. Contractor to propose monthly compensation in Attachment 3. See Section 4.2.12. Universal Waste Collection - Contractor shall provide collection of universal waste on an on - call basis to Residential Curbside Service Unit customers at no additional cost. See Section 4.2.13. See Attachment 11 for the quantities by material type collected through this program in calendar years 2015, 2016, 2017, and 2018 under the City s separate agreement for universal waste. Recycling Reward Prog - On a quarterly basis, Contractor and City staff will choose four residences that have placed uncontaminated recycling out for collection. Contractor shall provide a $25 gift card, approved by the City, for the selected residences. See Section 4.2.14. Senior and Mobile Home Low Generator Customers - Senior residents over the age of 65 and residents living in mobile home communities, both of which must live in households with no more than 2 persons and are low trash generators, will continue to receive 35-gallon carts. Residents receiving the Senior and Mobile Home Low Generator rate may not receive additional carts. See Section 4.2.5. COMMERCIAL COLLECTION SERVICE REQUIREMENTS (INCLUDING MULTI- FAMILY PROPERTIES OF 3 OR MORE UNITS) Refuse Bin Service - The Contractor will be required to collect all of the refuse that has been placed in bins. Collection will be at least once every week or more frequently if necessary to handle the waste stream of the premises where the bins are located. See Section 4.3.1. Draft, March 9, 2020 11 City of Santa Ana 60A-21 Bin Cleaning - Upon Customer or City request, or if required to maintain the containers in a clean condition, Contractor shall clean or exchange customer bins at the approved rates. See Section 4.7.4.3.A. Cart Service - Contractor will continue to offer refuse, recycling, and organics carts to commercial customers that do not have space for, or do not generate enough waste to require the use of bins for collection. See Section 4.3.2. Commercial Recycling - Contractor shall provide source separated recycling using bins or carts for commercial customers requesting such services. Commercial recycling bin services shall be provided at a rate not to exceed 75% of the equivalent refuse rate for similar bin sizes and service frequency. See Section 4.3.5. Organics Recycling Services - Contractor shall provide all customers required to participate in these programs with compliant programs such as organic waste collection and recycling services, coordination with food rescue organizations to promote edible food recovery, education and outreach, reporting, contamination monitoring and enforcement in accordance with AB 1826 and SB 1383. Commercial organics recycling services shall be provided at a rate not to exceed 75% of the equivalent refuse rate for similar bin sizes and service frequency. See Sections 4.3.6, 4.3.7, and 4.3.8, of the agreement. Holiday Tree Collection (Multi -Family Bin Customers) - Contractor shall collect all holiday trees discarded by Multi -Family Premises during the three weeks following Christmas Day, at no additional charge. After this period, trees will he collected as bulky items. See Section 4.3.15. Bulky Item Collection - Currently, bulky items at multi -family properties are collected by the hauler at an additional charge. Contractor to propose an alternative program and related additional costs, if any, for collection of bulky items from multi -family properties aligned with the City's goal to reduce instances of illegal dumping. Roll -Off Box Collection - Contractor will provide roll -off box collection services (as limited by Section 2.9 of the agreement) to both commercial and residential customers within two business days (excluding weekends and select holidays) of request. See Section 4.3.3. Temporary Bin Service - Contractor shall deliver a temporary bin (as limited by Section 2.9 of the agreement) to both commercial and residential customers within two business days (excluding weekends and select holidays) of request. See Section 4.3.4. Scout Service - Contractor shall provide scout service upon customer request and approval by the Executive Director for an additional charge. If a scout fee is charged then a pushout fee shall not be charged. See Section 4.3.10. Bin Push -Out Service - Contractor shall provide push -out service upon customer request for an additional charge. If a push -out fee is charged then a scout fee shall not be charged. See Section 4.3.11. Draft, March 9, 2020 12 City of Santa Ana 60A-22 Locking Bins - Contractor shall provide locking bin service to customers that request it at an additional cost. See Section 4.3.12. CITY GOVERNMENT OPERATIONS City Facilities Collection (City Government Operations) - Contractor will collect and dispose of all refuse, recyclables, and organic materials generated and accumulated at premises owned and/or operated by the City at no additional charge (including e-waste, and construction and demolition debris). Such premises include, but are not limited to, offices, parks, and street maintenance operations. See Attachment 2-K for the current list of facilities and service levels. The current contractor initiated food waste collection at several of the City facilities, as shown in Attachment 2-K. It is the intent of the City that this service will be offered at all City facilities generating food waste in the future. Note that these facilities and service levels may vary over the term of the new agreement, with no increase in compensation to the Contractor for additional collection services. See Sections 4.4.1 and 4.4.2. City -Sponsored Events - The Contractor will be required to continue to provide refuse, recyclables, and organics collection service at no charge at City -sponsored events. The requirements and list of events is included in Section 4.4.3. Note that these events and service levels may vary over the term of the new agreement, with no increase in compensation to the Contractor for additional collection services. Parkway Cleanup Following Garage Sales - Contractor will continue to provide two employees in a front -loader vehicle for a combined 60 hours per quarter, each 6 working days following the City s quarterly garage sales to remove debris left in parkways from the garage sales. See Section 4.4.4. Weekly Alley Cleanup - Contractor will continue to provide two employees in a front -loader vehicle for 60 hours per week, each 6 working days each week to remove debris left in alleyways. This service is increased to weekly, from 2 times per month in current agreement. See Section 4.4.5. Grant Administration - Contractor will continue to provide grant administration services on behalf of the City for grants pursuant to those contained in AB 939 and/or adopted by CalRecycle. The Contractor shall be reimbursed on an hourly basis for the grant administrator's time at the rate agreed upon. See Section 4.4.6. Emergency Services - Contractor will provide emergency services based on a rate which includes one crew and one collection truck. Contractor to propose hourly rate in Attachment 3. Battery Recycling Program - Contractor to provide as many battery recycling containers as requested by City for placement at City facilities at no additional cost. Contractor shall collect and replace containers upon City s request. See Section 4.4.8. See Attachment 12 for the pounds of batteries collected through this program in calendar years 2015, 2016, 2017 and 2018 under the City s separate agreement for battery collection. Draft, March 9, 2020 13 City of Santa Ana 60A-23 COMMUNITY SERVICES Neighborhood Cleanups- Contractor will continue to provide up to 300 roll -off box containers annually, at no additional charge to the City, for City -sponsored neighborhood cleanups. See Section 4.5.1. Household Hazardous Waste Drop -Off Event - Contractor to sponsor an annual household hazardous waste drop-off event. This is a new franchise service. See Section 4.5.2. Shredding Event - Contractor will provide at no additional cost an annual document shredding event. This is a new service. See Section 4.5.3. Compost Giveaway Event - Contractor will provide at no additional cost an annual compost giveaway event. This is a new service. See Section 4.5.4. Medication Take -Back Program - Contractor shall assist the City in increasing awareness of medication takeback programs provided by local pharmacies, or programs offered by other government entities. See Section 4.5.5. Environmental Ambassador Program - Contractor shall establish a recognition program for commercial businesses in the City which exhibit environmental stewardship. This is a new service. See Section 4.5.6. Santa Ana Green Quarterly Newsletter - Contractor shall be responsible for 25% of all costs incurred by the City for the production and mailing of the Santa Ana Green Quarterly Newsletter. The existing contractor's 25% share of a recent quarterly edition of the newsletter was $6,500. See Section 5.3.1. OPTIONAL SERVICES The City is requesting costs for the following optional services Citywide Temporary Construction and Demolition Debris Collection and Diversion Services - The City currently has two non-exclusive agreements for temporary construction and demolition debris removal services using roll -off boxes or bins, excepting that which is generated from City government operations which is exclusive to this agreement. Through this RFP process the City may choose to incorporate Citywide collection and processing of construction and demolition debris generated within the City in the exclusive services provided under this agreement. Proposers may propose rates for these services as an Optional Service to be provided. Processing of Mixed Waste - If feasible, Contractor to offer a program to process mixed solid waste at a material recovery facility for those commercial and multi -Family customers that do not subscribe to a source -separated recycling program, or otherwise participate in a qualifying Recycling program in accordance with AB 341. Draft, March 9, 2020 14 City of Santa Ana 60A-24 A comprehensive description of contract terms is found in the draft franchise agreement. Below are some key terms to bring to your attention. Section references to the draft franchise agreement are included in the following summary. HOLIDAY COLLECTION If the regularly scheduled collection day falls on New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, or Christmas Day, collection days for the remainder of that week shall all be postponed one collection day and residential collection is permitted on Saturday during the make-up week. See Section 4.7.1. EDUCATION AND PUBLIC AwARENESS The City recognizes that effective public education is the key to implementing effective programs and regulatory compliance. See Section 5.3. CONTAINER SPECIFICATIONS AND DISTRIBUTION Carts - Contractor will be responsible for supplying and maintaining all carts under this agreement. Carts shall be new upon initiation of services under the Agreement, and compliant with SB 1383. See Section 4.7.4.1 of the draft agreement. Bin and Cart Labels and Colors - All carts and bins will be labeled to he compliant with SB 1383. See Sections 4.7.4.1 and 4.7.4.3. Cart Distribution - Contractor shall enable customers to select cart sizes, and to exchange cart sizes upon request. See Section 4.7.4.1 of the agreement. FAITHFUL PERFORMANCE BOND The Contractor will be required to provide a performance bond totaling $2,500,000. See Section 9.5. FAITHFUL PERFORMANCE LETTER OF CREDIT The Contractor will be required to provide a letter of credit totaling $500,000. See Section 9.6. INSURANCE REQUIREMENTS The draft agreement requires the Contractor to maintain minimum insurance levels. See Section 9.4 for the minimum limits of insurance for general liability, automobile liability, and workers compensation. Draft, March 9, 2020 15 City of Santa Ana 60A-25 REPORTING AND AUDITING The draft franchise agreement contains detailed auditing procedures, and specific reporting and record keeping requirements. See Article 8 of the draft franchise agreement for detailed information on the required records, reports, and review requirements. Audits - Section 8.2.7 - Contractor will reimburse to the City the cost of such audits, to he performed in 2024 and every three years thereafter, $95,000 for the first audit, and adjusted thereafter as described in Section 8.2.7. COLLECTION VEHICLE REQUIREMENTS Contractofs collection vehicles shall be not older than two -years and in like -new condition upon initiation of services under the Agreement, no more than 10 years of age during the initial term of the Agreement and no older than 15-years in age during any future extensions of the Agreement, and comply with Department of Transportation, South Coast Air Quality Management District and the California Air Resource Board requirements. Contractor's collection vehicles must use only renewable natural gas. See Section 4.7.3. DEDICATED REFUSE ROUTES Refuse collected in the City may not be commingled in collection trucks with refuse from other jurisdictions. All refuse routes shall be dedicated within the City s boundaries. See Section 4.15. FEES Franchise Fee: Contractor shall pay a Franchise Fee that is commensurate with the value to be received by Contractor in receiving the exclusive right to provide the service set forth herein. The City concludes that a reasonable and appropriate amount for the benefits provided should be a minimum of $8,000,000 in the first year. This payment to the City shall be referred to as a Franchise Fee and its percentage will be calculated according to estimated gross receipts from customers direct -billed by the Contractor as shown in Attachment 4-E. See Section 3.1. National Pollutant Discharge Elimination System (NPDES) Fee - Contractor shall pay to the City an annual NPDES Fee in the amount of $1,010,000, in twelve monthly installments of $84,166.67, and adjusted annually as described in Section 3.2 Vehicle Impact Fee - To offset the wear and tear on City streets from heavy duty vehicles, Contractor shall pay to the City an annual Vehicle Impact Fee in the amount of $2,266,666, in twelve monthly installments of $188,889, and adjusted annually as described in Section 3.3. Administrative Fee - Contractor shall pay to the City an annual Administrative Fee in the amount of $2,326,800, in twelve monthly installments of $193,900, and adjusted annually as described in Section 3.4. Draft, March 9, 2020 16 City of Santa Ana �• •. BILLING Residential Curbside Service Unit Billing - City shall bill Residential Curbside Service Unit customers, and remit payments to Contractor on a monthly basis, less City fees. See Section 5.1.1. Senior and Mobile Home Resident Low Generator Rate - Seniors and residents of mobile home communities currently receive a discounted rate for a reduced level of service (see Section 5.1.2 of the Agreement) under the existing agreement. Multi -Family and Commercial Cart Services, Bin, Roll -Off and Temporary Services Billing - Contractor shall bill monthly for cart, bin, roll -off box, temporary services, and other special charges as described in Sections 5.1.3 and 5.1.4. RATE ADJUSTMENT METHOD Initial rates will be set based on the rates proposed in Attachment 3. The rates will thereafter be adjusted using a rate adjustment index according to the computations described in Article 6 of the draft franchise agreement. The first rate adjustment is effective July 1, 2023. MINIMUM DIVERSION RATES Proposers are required to propose a diversion rate to which they will contractually commit and demonstrate how they will achieve that rate on Attachment 4-C. Third -party diversion and tonnage collected outside of this agreement, such as commercial recycling sold to third -party recyclers, and construction and demolition debris (except that collected and diverted from Government Operations) unless construction and demolition becomes exclusive to this Agreement, is not to be included in this calculation. See Section 4.6.1. Draft, March 9, 2020 17 City of Santa Ana 60A-27 The following information must be organized according to the outline in Attachment 1. Requested information should be identified by letter and/or number in the outline. 1. GENERAL REQUIREMENTS At the beginning of the proposal, include a: 1.a. Transmittal letter identifying the name, mailing address, e-mail address, telephone number and fax number of the proposal contact person 1.b. Table of contents 1.c. An executed anti -collusion affidavit (Attachment 5) 1.d. Executed Signature Page of RFP Addenda 2. RATE PROPOSAL FORMS (ATTACHMENT 3) The service rates proposed for each type of service should be included in the rate schedules in Attachment 3. In addition to the rates, proposers should calculate the estimated total annual rate revenue from each type of service and ensure that the total annual rate revenue from the proposed rates is accurately summarized in Attachment 3-A and reconciled to the proposers estimated revenue requirement (explained below) in Attachment 4-A. Calculations from Attachments 3-B, 3-C, 3-1), 3-E, 34, 3-G, 3-H, 3-I, 3-J, 3-K, 3-L and 3-M should flow through to Attachment 3-A. A proposal may be deemed nonconforming or incomplete unless Attachment 3 is complete and submitted in its entirety. A Microsoft Excel file containing Attachment 3 will be available on PlanetBids for registered users after the Pre -Proposal Meeting. Exhibit 2 of Attachment 6 contains additional rates for ancillary services that will be retained in the new contract. 3. SUPPORTING COSTS AND OPERATING DATA WORKSHEETS (ATTACHMENT 4) The supporting cost and operating data worksheet in Attachment 4-A provides a format for proposers to estimate their annual revenue requirement for providing all of the proposed services. In addition to the supporting cost worksheet, Attachment 4-A, proposers must provide the operational statistics on which their estimated costs are based in Attachment 4-B. The operating statistics will be used to evaluate the reasonableness of the proposers estimated revenue requirement. The proposers estimated revenue requirement will be used to evaluate the reasonableness of the proposed rates. Attachment 4-C demonstrates how the Draft, March 9, 2020 18 City of Santa Ana proposer plans to reach proposed diversion levels. Note that diversion programs put forth in Attachment 4-C, and elsewhere in proposers proposal, will be incorporated into the franchise agreement. Attachment 4-D should automatically calculate to compare the rate revenues and the revenue requirements for the first contract year. A proposal may be deemed nonconforming or incomplete unless Attachment 4 is complete and submitted in its entirety. After the deadline for submission of questions submitted via the PlanetBids portal, a Microsoft Excel file containing Attachment 4 will be available on PlanetBids for registered users after the Pre-Pronosal Meeting. 4. AGREEMENT SIGNATURE PAGE AND EXCEPTIONS In order to demonstrate that the proposer agrees to all terms and conditions of the agreement as written, it is required that the proposer sign and include in this proposal the signature page of the draft agreement. Should proposer have exceptions, include a list of any exceptions to the RFP and draft franchise agreement. Please describe the agreement section and nature of the proposed exception and identify proposed substitute language. In order to demonstrate that, but for the noted exceptions, the proposer agrees to all terms and conditions of the agreement as written, sign and include in this proposal the signature page of the draft agreement, along with the noted exceptions. The proposal is not considered complete without this signed page. 55. PROPOSER OVERVIEW 5.a. Business Structure Provide the following information regarding the proposing entity and entity that would provide a corporate guarantee, if applicable: i. Legal name of proposing entity that would sign franchise agreement and whether it is an individual, a partnership, a corporation, or a joint venture, ii. Entity that would submit financial statements and whether it is an individual, a partnership, a corporation, or a joint venture. If other than proposing entity, indicate relationship and willingness to sign corporate guarantee (see Exhibit 6 to Attachment 6); iii. Number of years in which proposing entity has been organized and doing business under this legal structure (if other than an individual); iv. Names of owners/stockholders with more than 10% of the Contractors equity; v. Names of all officers; vi. Corporate headquarters; vii. Local headquarters (if different); and, viii. Any strategic partners, or subcontractors that are included in the proposal, and their roles and responsibilities. Draft, March 9, 2020 19 City of Santa Ana 60A-29 5.b. Description of Proposer's Experience Identify the names of all the public agencies in the counties of Orange and Los Angeles, in which the proposer currently provides service, including what type of service (manual or automated residential, commercial, roll -off, temporary bin) and the nature of the exclusivity (exclusive franchise, non-exclusive franchise, permit, or open system). Additionally, the proposer should submit a brief description of the proposer's experience in California providing solid waste services under exclusive agreements to city or county customers that qualifies it to perform the services being procured through this RFP; provide a table, including each jurisdiction's services (residential, commercial, etc.). Include preferably three or more detailed citations for current municipal customers with services most similar to those requested in this RFP. Citations shall include: The name of the jurisdiction; ii. Time period during which proposer provided service to the jurisdiction; iii. The type of customers served (e.g., residential or commercial); iv. The services performed (e.g., refuse collection, recyclable materials collection, or organics collection); v. Residential collection methods (e.g., manual or automated); vi. Whether the services were exclusively or non -exclusively provided in the jurisdiction by the proposer, and, vii. The name, address and telephone number of the jurisdiction representative responsible for administering the contract. Additionally, please provide at least one municipal citation for service transitions from another hauling company, including a brief description of the old and new services, and service transition dates, as well as the information listed in i. to vii. above. 5.c. Information Regarding Past and Pending Litigation List all civil or misdemeanor or felony criminal court or administrative filings by and/or against California government agencies that are currently pending and/or that have been filed, settled or otherwise received a disposition within the last ten years that relate to the provision of solid waste service listing the names of the parties, the case number, and a brief description of the case and disposition, if any. This paragraph is applicable to the following persons and entities: The key personnel described in Section 5.d; ii. The owners and officers of the company, iii. The entity submitting the proposal, and/or, iv. Any parent or affiliated company for actions filed in the State of California (For affiliates, proposer may limit disclosures of non -criminal matters to those in the Orange County and Los Angeles County area). Draft, March 9, 2020 20 City of Santa Ana 60A-30 v. Any strategic partners or subcontractors identified in Section 5.a.vii. Please include the resolution and current status of each civil legal action. 5.d. Key Personnel Identify and describe the qualifications and experience the City can expect of the key personnel your company would assign to the City. Provide a brief biographical description of the proposed management team members that will fill these described jobs, specifically including the City Liaison per Section 5.2.4 of agreement. Indicate the office locations for each key person assigned to the franchise. 5.e. Financial Information Initially, proposers must provide the following financial information in the proposal for the proposer or, if a corporate guaranty is to be provided, for the guarantor: i. The type of financial statements (e.g. audited, reviewed, or compiled) and the corporate entity that they represent (proposer or corporate guarantor); ii. The most recently completed fiscal year for which financial statements are available; iii. Annual revenue from the most recently completed financial statements; iv. Current Assets to Current Liabilities ratio (current assets/current liabilities) from the most recently completed financial statements; and, v. Total Liabilities to Total Assets ratio (total liabilities/total assets) from the most recently completed financial statements. If selected for further consideration, proposers must be prepared to submit the financial statements upon which this requested financial information is based within five (5) business days of the request for the most recently completed fiscal year. All such statements would need to be prepared and presented in accordance with Generally Accepted Accounting Principles applied on a consistent basis, and must include a statement by the chief financial officer of the proposers company that there has been no material adverse change in condi- tions or operations, as reflected in the submitted balance sheets, income statements and cash flow statements, since the date on which they were prepared. If requested to submit financial statements, the proposer may submit a single copy of its financial statements stamped "confidential" with a written request that it be returned to the proposer after the proposal process is complete. The City will attempt to maintain the confidentiality of such a request, although confidentiality cannot be guaranteed. Prior to award, the selected proposer will be required to submit "reviewed" or "audited" financial statements that demonstrate reasonable financial resources and stability to the satisfaction of the City. If awarded the contract, the financial statements shall remain with the City. Draft, March 9, 2020 21 City of Santa Ana 60A-31 5.f. Insurance Proposer must submit evidence that the proposer either has, or is able to obtain, the insurance coverage required in the draft franchise agreement in Attachment 6, Section 9.4. 6. FACILITY DESCRIPTIONS REQUIRED IN PROPOSAL 6.a. Transfer Facilities For each transfer facility, if any, please identify the following: The name and address of the facility, ii. Statement regarding any relationship between the proposer and the facility owner/operator (if any); iii. The price per ton for transfer and disposal of trash; iv. Estimated date for start of operation, if facility is not currently in operation, and, v. Indicate any solid waste facility capacity guarantees being offered. 6.b. Processing Facilities Proposers must identify in their proposals the processing facilities they plan to use for the: • Processing of the commingled recyclables; • Processing of organic waste, • Processing of mixed waste, • Processing and diversion of construction and demolition debris. For each processing facility, please identify the following: i. The name and location of the facility, ii. A statement regarding any relationship between the proposer and the facility owner/operator (if any); iii. The material to be processed (organic waste, commingled recyclables, mixed waste, or construction and demolition debris); iv. The price per ton; v. Indicate any solid waste facility capacity guarantees being offered, vi. Estimated diversion rate for processing of each category of recyclables processed (e.g., residential recyclables, residential organics, source -separated commercial recyclables, mixed commercial waste, commercial organics, C&D.) These six items must be included for each facility to be used. Draft, March 9, 2020 22 City of Santa Ana 60A-32 6.c. Operating Facilities Proposers must provide information about the operating facilities that they plan to use, including: i. Yard address for equipment and personnel staging and arrangements for maintenance of equipment; ii. Office address for customer service, public relations, billing, and franchise administration; and, iii. Other operating facilities to be used in providing service under this agreement. 6.d Disposal Facilities Proposers are required to use the Orange County Landfill system under the terms of the Waste Disposal Agreement (WDA) between the City and the County of Orange. The landfill fee per ton as of July 1, 2018 is $34.18, and is adjusted annually based on the CPI. The WDA expires June 30, 2025. %. IMPLEMENTATION PLAN Proposers should provide an implementation schedule that demonstrates that your company has the ability to implement the services in accordance with the service start date, including meeting equipment, personnel, administration, maintenance, and public education requirements. 8. AB 341, AB 1826, AND SB 1383 IMPLEMENTATION PLAN Proposer shall provide an AB 341, AB 1826, and SB 1383 implementation plan detailing planned tasks, procedures and schedule to ensure the City s compliance with AB 341, AB 1826 and SB 1383. Planned tasks, procedures and schedules for AB 341, AB 1826 and SB 1383 are included in Sections 4.3.5, 4.3.6, and 4.3.8,and shall be more fully documented in this implementation plan. See Section 5.3.2 9. CUSTOMER SERVICE/CUSTOMER CENTER PROCEDURES Customer service is very important to the City of Santa Ana. When a customer has a request for, or an issue with, solid waste service, the customer's first contact with the solid waste provider is the company's call center. Describe the company's call -in center procedures, including how each call is initially answered (e.g. phone tree, live operator). Include all geographical locations customer service calls will be answered from (e.g., out -of state, international call centers, or California based). Contractor is required to have the capability of responding to the public in English and Spanish during office hours. Describe the company's ability to monitor the following: i. Average time customer is on hold; and ii. Response time to complete a work order from time of request. Draft, March 9, 2020 23 City of Santa Ana 60A-33 Indicate procedures taken to ensure that each Santa Ana caller will receive information accurate to the City's contract. Describe procedures to satisfactorily respond to common customer complaints, and inquiries from non-English speaking customers. 10. AUTOMATED CART DESCRIPTION All carts shall be new at the start of service under this agreement. Proposer shall describe carts which it intends to use in the City, pending City approval. Include manufacturer, specific sizes, SB 1383 compliance, colors of carts and lids by waste stream, and a photograph. 11. COLLECTION VEHICLE DESCRIPTION Please provide the following information for each vehicle to be used under the collector agreement. Proposers should indicate proposed vehicle features that enhance safety and maneuverability on difficult -to -service streets and alleyways. 1. Make 2. Model 3. Model year 4. Type of renewable natural fuel to be used 5. Waste stream(s) to be collected (e.g., cart, bin, and roll -off) 12. MINIMUM RECYCLING REQUIREMENTS Proposers shall propose a diversion rate in accordance with Section 4.6.1 of the agreement to which the successful proposer will be held accountable. See Sections 11.1.N and 11.4.13.9 of the agreement which address Events of Default and liquidated damages associated with not meeting the minimum recycling requirements. For comparison, the existing Contractor diverted 15% of the tonnage Collected by the Contractor in calendar year 2017. 13. FOOD RESCUE AND DONATION PROGRAM Proposers shall describe their proposed efforts to assist the City and its customers with a food rescue and donation program to comply with SB 1383 which establishes a target that not less than 20% of currently disposed edible food is recovered for human consumption by 2025. See Section 4.3.8. 14. ORGANIC WASTE RECYCLING PROGRAM Proposers shall describe the proposed organic waste recycling program required under Sections 4.2.4 (residential), 4.3.6 (commercial), and 4.3.7 (roll -off) of the draft agreement, including type of containers proposed. Proposers should include detailed information on customer in-house preparation of material prior to disposal (e.g., bag or no bag requirements); include a comprehensive list of organic materials as defined in Sections 1.32, 1.42, and 1.65 that are acceptable in each of the programs listed above, and a comprehensive list of organic Draft, March 9, 2020 24 City of Santa Ana 60A-34 materials that are not accepted in the program. Also, proposers are requested to submit at least two samples of outreach materials already distributed to customers in a city with a similar program in place if proposer has implemented such program. Please describe your intended approach and activities related to SB 1383 organic waste collection and recycling services, education and outreach, capacity planning, procurement of organic waste products, reporting, contamination monitoring, and other compliance activities. 15. MULTI -FAMILY BULKY ITEM COLLECTION Proposers shall describe the intended approach to provide bulky item collection services to multi -family properties, and any additional charge to customer for service. 16. RECYCLABLE MATERIALS Proposers shall specify all materials that can be recycled through the residential and commercial recycling programs. 17. PROCUREMENT OF RECOVERED ORGANIC WASTE PRODUCTS Proposers shall describe how they will assist the City to ensure that sufficient California recovered organic waste products are procured on behalf of the City to meet the requirements of SB 1383. Proposers shall identify the types and quantities of recovered organic waste products which shall be procured. See Section 4.4.9. 18. EMPLOYMENT OF PRIOR CONTRACTOR EMPLOYEES In accordance with Labor Code Sections 1070, 1072, 1075, and 1076, proposer will offer employment to qualified existing employees of the current contractor that may be displaced if the current contractor is not retained. Please describe your procedures for offering such employment and any limitations. Please describe whether your company operates under a labor collective bargaining agreement. See Section 4.7.5.1. 19. OPTIONAL PROGRAM: PROCESSING OF MIXED WASTE Proposers may propose to process all mixed waste collected from customers with bin or permanent roll -off box service that do not participate in Contractor's separate recyclable collection program and are not otherwise in compliance with the mandatory commercial requirements under AB 341. Proposers shall identify incremental customer rate impacts, if applicable. Proposers shall describe the MRF to be used and the estimated recovery rate from mixed waste processing. Proposers must provide mixed waste diversion percentages in the last 12 months for the processing facilities it uses within the greater Orange County and Los Angeles County regions. See Sections 4.3.5.2 of the draft agreement. Draft, March 9, 2020 25 City of Santa Ana 60A-35 20. OPTIONAL SERVICE: CITYWIDE CONSTRUCTION AND DEMOLITION DEBRIS COLLECTION AND DIVERSION SERVICES The City Council may consider whether to include construction and demolition debris collection and diversion services within the scope of the exclusive agreement. Proposer shall describe: i. Experience in providing C&D collection and recycling services; ii. Diversion facilities to be used and ability to comply with the State -mandated diversion requirement for Construction and Demolition Debris under CalGreen as described on Section 4.6.5 of the agreement, iii. Propose rates in Attachment 3. 21. PROPOSAL ENHANCEMENTS Provided that the proposer has submitted a proposal that meets all of the minimum requirements of this RFP, the proposer may also offer additional enhancements that exceed the requirements of this RFP and the franchise agreement. Any such enhancements shall be listed by number under this section in the RFP or it may be omitted from the proposal evaluation. Proposers should include the following information for each enhancement: i. The additional charge, if any, to City or ratepayer for enhancement, ii. How the enhancement exceeds RFP requirements; and, iii. How the enhancement benefits the City and how it would be incorporated into the contract service requirements or rate schedule. Draft, March 9, 2020 26 City of Santa Ana The proposal will be objectively evaluated based on criteria that may include, but is not limited to, the following factors. PROPOSERS QUALIFICATIONS ♦ General Experience - Demonstrated experience providing similar services to other jurisdictions, and experience of key personnel. ♦ jurisdiction Satisfaction - Satisfaction of proposer references with services received, including but not limited to, implementation, customer services, reporting, assistance developing diversion programs, and working cooperatively with City staff. TECHNICAL QUALIFICATIONS ♦ Waste Diversion - Proposed diversion programs and guaranteed minimum diversion rate and the ability to achieve the diversion goals identified in the agreement. ♦ Implementation Plan - Reasonableness of implementation schedule and ability to meet deadlines (e.g., equipment procurement schedules and personnel available), ability and resources to manage a service transition. ♦ Operations - Reasonableness of assumptions (e.g., number of routes). EXCEPTIONS TO THE TERMS AND CONDITIONS ♦ Exceptions to the draft franchise agreement -Number and nature of the exceptions. FINANCIAL RESOURCES ♦ Financial Stability - Comparison of additional revenue from this franchise to company's current revenue stream, financial stability of proposer based on its financial ratios. ♦ Insurance - Demonstrated ability of proposer to obtain adequate insurance. COSTS ♦ Cost of service, as measured by rate revenues - Cost competitiveness relative to other proposals. ♦ Reasonableness of costs - Logically consistent relationship between costs and operational assumptions. EMPLOYMENT ♦ Willingness to retain existing contractor's employees that may be displaced if the current contractor is not retained. AWARD To be considered, proposals must be complete and must conform to the requirements of this RFP as to form and content. The franchise will be awarded for the proposal that offers the Draft, March 9, 2020 - 27- City of Santa Ana 60A-37 greatest value to the City. The City, however, reserves the right to reject any or all proposals, to accept or reject any one or more items of a proposal, or to waive any minor irregularities or informalities in the proposal. City Council will select the proposal it determines to best serve the City and is not bound to follow the recommendation of City staff or City staffs proposal evaluations in making its selection. It is anticipated that all services will be contracted for. However, the City reserves the right to change such service descriptions prior to award. Draft, March 9, 2020 28 City of Santa Ana PROPOSAL OUTLINE The following is an outline that proposers shall follow when completing their proposals. Under each section, proposer must include all information as outlined below, including all subheadings and subsections as identified in Section V. 1) General Requirements a) Transmittal letter b) Table of contents c) Anti -Collusion Affidavit (Attachment 5) d) Executed Signature Page of REP Addenda 2) Rate Proposal Forms (Attachment 3) 3) Supporting Cost and Operating Data Worksheets (Attachment 4) 4) Agreement Signature Page and Exceptions 5) Proposer Overview a) Business Structure b) Description of Proposers Experience c) Information Regarding Past and Pending Litigation d) Key personnel e) Financial information f) Insurance 6) Facility Descriptions a) Transfer facilities b) Processing facilities c) Operating facilities d) Disposal facilities 7) Implementation Plan 8) AB 341, AB 1826, and SB 1383 Implementation Plan 9) Customer Service/Call Center Procedures 10) Automated Cart Description 11) Collection Vehicle Description 12) Minimum Recycling Requirements 13) Food Rescue and Donation Program 14) Organic Waste Recycling Program 15) Multi -Family Bulky Item Collection Program 16) Recyclable Materials 17) Procurement of Recovered Organic Waste Products 18) Employment of Prior Contractor Employees 19) Optional Program: Processing of Mixed Waste 20) Optional Program: Citywide Construction and Demolition Debris Collection and Diversion Services 21) Proposal Enhancements Draft, March 9, 2020 1 - 1 City of Santa Ana 60A-39 EXISTING SERVICE DATA Draft, March 9, 2020 2-1 City of Santa Ana ATTACHMENT ATTACHMENT 2 CURRENT AND ESTIMATED FUTURE SERVICE DATA Table of Contents Page Contents 2-A Current Curbside Cart Distribution 2-B Current and Estimated Future Refuse Bin Service Levels 2-C Current and Estimated Future Recycling Service Levels for Bin Refuse Customers 2-D Current and Estimated Future Organics Service Levels for Bin Refuse Customers 2-E Residential, Commercial/Multi-Family, and Industrial Tonnage - Calendar Year 2017 2-F Residential, Commercial/Multi-Family, and Industrial Tonnage - Calendar Year 2018 2-G Roll -off Service Data 2-H Routes and Route Hours 24 Exclusive Franchise Rate Revenue (Billed by City) - FY 2018 and FY 2019 2-J Exclusive Franchise Rate Revenue (Billed by Hauler) - FY 2018 and FY 2019 2-K City Government Operations Services 2-L City -Sponsored Events 2-M Optional C&D Bin and Roll -Off Service Levels 3/9/2020 60A 41 City of Santa Ana ATTACHMENT CURRENT CURBSIDE CART DISTRIBUTION (1) Curbside MSW Cart Count (ExcludingExtra Carts Size Cart Count 96-Gallon 38,539 64-Gallon 5,126 35-Gallon 708 Total 44,373 Curbside Organics Cart Count (ExcludingExtra Carts AXO 00i 96-Gallon 36,850 64-Gallon 3,151 35-Gallon 451 Total 40,452 Curbside Recycling Cart Count (ExcludingExtra Carts) Size Cart Count 96-Gallon 37,245 64-Gallon 5,330 35-Gallon 798 Total 43,373 MSW Extra Cart Count Size Cart Count 96-Gallon 7,330 64-Gallon 215 35-Gallon 54 Total Extra 7,599 Organics Extra Cart Count Cart Count 96-Gallon 2,050 64-Gallon 62 35-Gallon 8 Total Extra 2,120 Extra Recycling Cart Count Size Cart Count 96-Gallon 1,024 64-Gallon 58 35-Gallon 12 Total Extra 1,094 (1) Service levels as of December 2018 as reported by Waste Management in March 2019. Cart counts do not include containers serviced in the newly annexed area of the City. The City will prepare an addendum to this RFP when this information becomes available. 3/9/2020 2-A City of Santa Ana 60A-42 ATTACHMENT 2 CURRENT AND ESTIMATED FUTURE REFUSE BIN SERVICE LEVELS Raw] F CURRENT RESIDENTIAL/MULTI-FAMILY REFUSE BIN SERVICE LEVELS (1) Container Type/Size Numberof Collections er Week 1 2 3 4 5 6 p apickups(2)) 1 R.efine, Size: 1 Yazd 3 1 2 Refuse, Size: 2 Yard 130 110 30 1 4 8 2 3 Refuse, Size: 3 Yard 1 K,71 293 1 401 90 43 25 3 4 Refuse, Size: 4 Yard 1 -,41 1101 2061 96 12 171 2 Raw COMMERCIALCURRENT 1 Container Type/Size Number of Collections er Week 1 2 3 4 6 6 5xtra pickups (2) 5 Refuse, Size: 1 Yard ill 3 4 6 Refuse, Size: 2 Yard 742 141 35 8 4 3 6 9 Refuse, Size: 3 Yard 914 590 498 165 230 88 15 8 Refuse, Size: 4 Yard 309 216 215 119 169 119 9 9 Refuse, Size: 6 Yard 2 (1) Service levels as of October 2018 as reported by Waste Management (2) Extra pickups based on weekly average reported by Waste Management fur October 2018. ® ESTIMATED FUTURE RESIDENTIAMMULTI-FANHUY REFUSE BIN SERVICE LEVELS (3) Container Type/Size Number of Collections er Week 1 2 3 4 5 6 i tra pickups (4) 10 Rstuse,Size: lYard 1J6 11 Refuse, Size: 2 Yard 316 T. 4 8 2 12 Refuse, Size: 3 Yard 273 mo 113 25 3 13 Refuse, Size: 4Yard 1101 M61 1081 12 2 ESTIMATED FUTURE COMMERCIAL REFUSE BIN SERVICE LEVELS (3) Container Type/Size Number of Collections er Week 1 2 3 4 6 6 i tra pickups (l) 14 Refuse, Size: 1 Yard 160 3 4 15 Refuse, Size: 2Yard 782 309 32 8 2 3 6 16 Refuse, Size: 3 Yard 954 430 409 9 152 20 15 19 Refuse, Size: 4Yard 510 328 m 93 159 98 9 18 Refuse, Size: 6 Yard 1 2 (3) Service levels estimated by EeoNomies to account for on -going AB 1826 implementation efforts. Bin counts do not include containers serviced in the newly armexr (4) Extra pickups based on weekly average reported by Waste Management fur October 2018. MM20 6U 1 _43 CiN of Santa Ma ATTACHM 2 CURRENT AND ESTIMATED FUTURE RECYCLING SERVICE LEVELS FOR BIN REFUSE CUSTOMERS CURRENT RECYCLING SERVICE LEVELS FOR RESIDENTIAL/MULTI-FAMILY BIN REFUSE CUSTOMERS (1) 0®©0©0 RECYCLING SERVICECURRENT •R COMMERCIAL BIN er ype/Size Contain T Numb ex of Collectionspn Week 1 2 1 3 1 4 1 5 1-6 Y Rec• ,Sze: IYard - - - - - - 8 R ebo ,Size: 2Yard 9 R clin ,Size: 3Yard 261 21 8 1 10 R cbn ,Size: 4Ymd 73 1 2 11 R ckm ,Size: 6Ymd 12 Recchng,An Size Car[ 2 1 (1) Savioe levels as of Oetober M18 as reported by Waste Management. (2) S oe levels do not include mseientoe, mtdh4a ndy, and eommercud customers who subs be to ttueecaxt service. ESTIMATED F Row FUTURE RECYCLING SERVICE LEVELS FOR RESIDENTIALIMULTI-FAMILY BIN REFUSE CUSTOMERS (3) Container Type/Size Numberof Coltecffo�u per Week 1 2 1 3 1 4 1 5 6 1 Rec cli ,Size: 1Yard 332 2 R chn ,Size: 2Yard 190 32 3 R clin ,Size: 3Yard 792 69 24 4 R ehn ,Size: 4Yard 422 30 5 R clin ,Size: 6Yard 6 Recycli ,An SzeCazt 1 Row ESTIMATED FUTURE RECYCLING SERVICE LEVELS FOR COMMERCIAL BIN REFUSE CUSTOMERS (3) Container TYPdSize Number of CoRecffons per Week 1 2 1 3 1 4 1 5 6 Y R ,hn,Size: 1Yard 8 R ,hn ,Sze: 2Ymd 9 Recyc ,Sze: 3Yard 632 322 49 15 1 1 10 R cbn ,Sze: 4Yard 375 247 11 a 1 5 2 11 R c5n ,Sze: 6Yard 12 ReccHng,An Size Cart 1 (3) Service levels estimated by EcoNomics to account for on-gmng All MI and All 1826 implementation efforts. Bin counts do not include containers serviced in the newly axmexei W12MO 6U 3 _44 Cdyof Santa Ana ATTACEIMENT 2 CURRENT AND ESTIMATED FUTURE ORGANICS SERVICE LEVELS FOR BIN REFUSE CUSTOMERS CURRENT ORGANICS SERVICE LEVELS FOR RESIDENTIAL/MULTI-FAMILY BIN REFUSE CUSTOMERS (1) Y777,0©©0®0 CURRENT ORGANICS SERVICE LEVELS FOR• BIN REFUSE CUSTOMERS Raw Container Type/Sim m Nuber of CoBectionsper Week 1 2 1 3 1 4 1 5 6 3 Orgorucs, Size 2 Yard 11 91 tj 1 4 Organic., Any Size Cart (2) 11 19 (1) Service levels as of October 2018 w reported by Waste Nlmmg=mL (2) Service levels do notinclude rnidential, multi -family, and commercial customers who subscribe to curbside cart service. ESTIMATED FUTURE ORGANICS SERVICE LEVELS FOR RESIDENTIAL/MULTI-FAMILY BIN REFUSE CUSTOMERS (3) ESTIMATED Row FUTURE ORGANICS SERVICE LEVELS FOR• • Container Type/Size Numberof Collections per Week 1 2 3 1 4 15 b 7 OrgarucsScne: 2 Yard I 154 160 42 19 11 4 8 arcs, An Size Cart 414 457 472 1 49 1 211 2 (3) Service levels estimated by EcoNomics to account£or SB 1383 compliance. (4) Service levels estimated by EccNouros to accountfor orfgomg AB 341 and AB 1826 implementation efforts. Bin counts do not include containers ser M2020 60 1 _45 City of Santa Ana ATFACFYMINF2 Row Damiptioe� Jm-1J Fh1J Mar-1J Ape-li blay-1J )wlJ )W-1J Ang-1J Sep1J Ccl-1J Nw-V IM-D iOFAG 1 Retl9mti.154�g1eFmtily 991724 9�-4A8 10,1 W 9� 10,301.23 10,139.15 9p44.@ 1Q1iM1.@ 931961 9$61.25 9bN. V.1 11]�]].0] 2 Commemel&MWti-Fm v 1$034.@ 10,954 11932.]5 107A@ 11&6 11"@.D 11Afi . 1$1A34 11365.12 11$159 10.. 1Q7O1.A 137A8J.45 3 ROIM�/Ietlu9nel ]RA.9 $]44d $G'i.W $2S]D $61212 $3]3.39 $2]655 $40i9 $7]4 $ 14 19@SS $1544 2]$1]A 4 .10 1115(O 8T.@ 11.1. 112365 10.. 984D 12]. 1A1013 1$wJ. 5 SWa1Smu}yaWed 259Wb3 2}696.A 2G512M 2}093.J9 2569L63 2'p03L5 ^1`^4 2G113A9 291u69 29 - 1 29595965 o Rea9mtie15v�ofe Feoely $]8J.9] 3A41.]l R�4.7! $281.W 04AJ.49 $2(/J.24 $]436 342B9 $]b]dl $2]684 $281D $]44.6] 389ZJ.@ - Covem 9&MWti-Fm y 3"D.3J 3S].A ..I 41]]B 1 ..11 323.17 .. ..II . 3656] 17.. 8 Ro1M�/Ietlu.YtlelI 225Wj 2 Mj 33JWj Md 2K2 1 185.E I 1]S MWI 3W.@j 144d 115@ 151.4 $ m 9 lemu - I 139.OJ 3W.35 .7 5@. F01 . ] .j @ ]2113j T6Z 1 1P.] TJ561 9,7.. 10 SW T-.Dly 9Jm_66 ". I R - I � 1 4..l A99149 I 45e 0.1 A 9669A IAe5f8] N3J+1J 55.929.ae (I)OffipoaditlbjW Mm�egm mt svmzo 1 c cryasa7r nna All'ACHLIi3SF2 Row I)millwa� )m-]8 FhIB Mae-]8 Apa-]8 May-l8 jwl8 )W-l8 Aeeb-l8 Sep38 Otl-l8 Nov-]8 LYa'-l8 iOFAi 1 ReSMntlel9e IeFI 9]3P ]8 ]AA3] 90349] 91]33 1l4C 3Q23]35 ] 8]4430 10 3.51 Cwweemal&i1Wti-FmWv 11�3U.95 96493] 11553 ]1 ]0,944.5] 1625 ]]61213 ]]$]4.31 ]3pA824 1Z110 12]]04] ]O�TN59 ]$9]]9 119 1T1W ]135141 ]190]32 1A7M ]3`a AliD 3 Rollort/iaMReal 1,9A13 1R779 ].24334 ]%23 2�%92 ]�49258 2]33M $93041 Z]R2131 d Deo.1l 9d Di ]]1]]9 ]]3]15 =111 192 �243 1M94 ] 9]0 91986 N1.6] ]]5454 3 W W2% ]8298 mu 91382 14 81 5 Sol al Soe�zHmYM 24�.91 20(0125 2i�93389 2j8ylfl8 ]$8')1119 25$9fi83 2jll2.9L 2j9LS8l 2223A15 22� 2y85fi31 2.}969%l 24{%i32 a ReaMe�tial Wey F ly 30J1.]4 Li3204 $6T]2] 29i59] 30i962 $02512 $]6302 $3533 272946 $fi52]] 3,]Ip6] 2 7. 35$7. ] 1 .3 R897 9fi18 I11 .70 ]b]b5 M963 ..71 3PS. 8 ROOotl/IaWu9av1 ]Y{l0 32575 ]9269 ]85]8 ]2336 ]2102 .913 Z4425 9598 ]]2M 21525 117. 1& . 9 FlemoWm .10 84558 ]3449 .. ]$1]69 61342 WJ02 .11 ] 411 1.05 ti4240 I 9374Q 10 SWal Soma LYVMM 419422 34YL39 4.7 y26938 y@220j y01 9 Al 21 yH 21 49 516880j y4311ij 3 14 'A}Ii.OJ �rywsai2 Ana 60A-47 ATTACHMENT 2 ROLL -OFF SERVICE DATA -EXCLUSIVE FRANCHISE (1) Services for the 12-month period ended June 30, 2018, as reported by Waste Management. 3192020 2-G City of Santa Ana 60A-48 ATTACHMFNT 2 ROUTES ANO ROUTE HOURS -EXCLUSIVE FRANCHISE (1) Ro HoPa Rutep DyMonda # of Truck Routes per Day Crew Size Hor2 Tueda Wedneda Thuda FridaySauda Sundaypen) 1 Curbside Refuse 12.0 12.0 12.0 12.0 8.0 1 10.5 2 Curbside Reycling 7.0 7.0 7.0 7.0 4.0 - - 1 10.5 3 Curbside Green Waste 6.0 6.0 6.0 6.0 5.0 - - 1 10.5 4 Bin Refuse 20.0 19.0 11.0 19.0 M.0 16.0 - 1 10.5 5 Bin Recycling 1.0 2.0 1.0 2.0 1.0 1.0 - 1 10.5 6 Bin G. Waste - - - - - - - - - 9 &Carts)c� Org.6(B. 1.0 1.0 1.0 1.0 1.0 1.0 - 1 40 8 Stinger Service 1.0 1.0 1.0 1.0 1.0 1.0 - 1 10.5 9 Bulky Items i 1.0 10 Roll-0ff (2) 3.0 3.0 3.0 3.0 3.0 3.0 11 Container Dehvory 1.0 1.0 1.0 1.0 1.0 1.0 12 Other: Bagster Route - - 1.0 - 1.0 - 13 Total Routes 5 ff 0.0 9 ff I 5 ff 46.0 24.0 - 11 N/A (1) SoMco levels as of October 2018 as reported by Waste Management Route hours and number of bucks per day do not mdude the newly annexed area of the City. The City will pn W9 020 6Ud-49 UyofSmtaAm ATTACHMENT 2 FY 2018 EXCLUSIVE FRANCHISE RATE REVENUE (BILLED BY CITY) (1) Residential & Service Period Commercial Revenue Retained Revenue Remitted to Services -City by City Row Hauler (2) Billed 1 July 2017 $ 698,148.09 2 August 2017 $ 698,986.48 3 September 2017 $ 698,015.60 4 October 2017 $ 698,224.39 5 November 2017 $ 699,02151 6 December 2017 $ 699,157.75 7 January 2018 $ 699,596.88 8 February 2018 $ 755,185.50 9 March 2018 $ 749,874.04 10 April 2018 $ 846,220.00 11 May 2018 $ 814,933.88 12 June 2018 $ 756,446.94 $ 154,291.66 13 1 Total 1 $ 8,813,814.06 $ 1,851,499.97 $ 6,%2,314.09 $ 543,856.43 (1) Gty billed revenue for 12-month period ended June 30, 2018, as reported by the City. Excludes revenue from hauler -billed service and C&D services. (2) Fee remittance to hauler as reported by City. $ 154,291.66 3192020 2-1(1) City of Santa Ana 60A-50 ATTACHMENT 2 FY 2019 EXCLUSIVE FRANCHISE RATE REVENUE (BILLED BY CITY) (1) Residential & Row Se�icef`eriodCommercial Revenue Retained Revenue Row Service Period Remitted to Services -City by City Hauler (2) Billed 1 July 2018 $ 785,045.76 2 August 2018 $ 785,367.90 3 September 2018 $ 785,787.30 4 October 2018 $ 786,067.30 5 November 2018 $ 786,863.36 6 December 2018 $ 786,894.57 7 January 2019 $ 774,740.00 8 February 2019 $ 799,401.56 9 March 2019 $ 787,440.63 10 April 2019 $ 787,47275 $ 154,291.66 11 May 2019 $ 787,668.81 $ 154,291. 12 June 2019 $ 788,328.51 $ 154,2154,291.66 13 1 Total 1 $ 9,441,078.45 $ 1,851,499.95 $ 7,589,578.50 $ 630,754.09 (1) City billed revenue for 12-month period ended June 30, 2019 as reported by the City. Excludes revenue from hauler -billed service and C&D services. (2) Fee remittance to hauler as reported by City. $ 154,291.67 3192020 2-1(2) City of Santa Ana 60A-51 ATTACHMENT ORGANICS SUPPLEMENTAL PAYMENTS TO HAULER Revenue Row Service Period Remitted to Hauler 1 January 2019 2 February 2019 3 March 2019 4 April 2019 5 May 2019 6 June 2019 7 July 2019 8 August 2019 9 September 2019 10 October 2019 11 November 2019 12 December 2019 $ 3,778.63 $ 3,592.97 $ 4,379.76 $ 5,873.87 $ 5,966.67 $ 6,207.27 $ 7,369.28 $ 7,714.35 $ 8,020.50 $ 8,439.45 $ 10,252.52 Pending 13 1 Total 1 $ 71,595.27 (1) City remittance to hauler for the supplemental cost for providing organics services to commercial customers at discounted rate. 31912020 2-1(3) City of Santa Ana 60A-52 ATTACHMENT 2 FY 2018 EXCLUSIVE FRANCHISE RATE REVENUE (BILLED BY HAULER) (1) Multi -Family, Total Hauler Commercial, and Industrial Roll -off Row Service Period Industrial Bins & (Excluding C&D) - Billed Exclusive Franchise Additional Services Hauler Billed Revenue Hauler Billed 1 July 2017 $ 2,215,434.82 2 August 2017 $ 2,228,895.23 3 September 2017 $ 2,215,941.44 4 October 2017 $ 2,225,146.51 5 November 2017 $ 2,236,807.66 6 December 2017 $ 2,236,954.00 7 January 2018 $ 2,234,864.26 8 February 2018 $ 2,246,718.22 9 March 2018 $ 2,224,977.06 10 April 2018 $ 2,250,29239 11 May 2018 $ 2,242,894.12 12 June 2018 $ 2,253,539.72 13 Total Gross Revenue July 2017- $ 26 812,465.43 $ 3,518,07262 $ 30,330,538.05 June 2018 14 Less Fees Remitted to City 2 $ 5,760,791.48 $ 722,316.77 $ 6,483,108.25 15 Net Hauler Revenue After $ 21,051,673.95 $ 2,795,755.85 $ 23,847,429.80 Deducting City Fees $ 2,513,064.04 (1) Hauler billed revenue for 12-month period ended June 30, 2018, as reported by Waste Management. Excludes revenue from City -billed curbside service and C&D services. (2) Fee remittance to City as reported by Waste Management monthly reports. $ 297,629.22 3192020 2-1 (1) City of Santa Ana 60A-53 ATTACHMENT 2 FY 2019 EXCLUSIVE FRANCHISE RATE REVENUE (BILLED BY HAULER) (1) Multi -Family, Total Hauler Commercial, and Industrial Roll -off Row Service Period Industrial Bins & (Excluding C&D) - Billed Exclusive Franchise Additional Services Hauler Billed Revenue Hauler Billed 1 July 2018 $ 2,295,635.66 2 August 2018 $ 2,523,631.71 3 September 2018 $ 2,147,654.34 4 October 2018 $ 2,349,165.26 5 November 2018 $ 2,286,047.40 6 December 2018 $ 2,344,650.78 7 January 2019 $ 2,395,968.17 8 February 2019 $ 2,167,600.42 9 March 2019 $ 2,472,181.45 10 April 2019 $ 2,329,236.95 11 May 2019 $ 2,470,705.35 12 June 2019 $ 2,266,87247 13 Total Gross Revenue July 2018 - $ 28 049,349.96 $ 3,684,985.74 $ 31,734,335.70 June 2019 14 Less Fees Remitted to City 2 $ 6,883,530.78 $ 34,554.48 $ 6,918,085.26 15 Net Hauler Revenue After $ 21,165,819.15 $ 3,650,431.26 $ 24,816,250.44 Deducting City Fees $ 2,576,768.89 (1) Hauler billed revenue for 12-month period ended June 30, 2019 as reported by Waste Management. Excludes revenue from City -billed curbside service and C&D services. (2) Fee remittance to City as reported by Waste Management monthly reports. $ 281,133.23 3192020 2-1 (2) City of Santa Ana 60A-54 11 . M111a.F CITY GOVERNMENT OPERATIONS SERVICES CART AND BIN SERVICE (1) ROW WASFETYPE CONUMESOF CO ALVEit FIt3(�SPEIi NAMF/IACAT1ON5 3 6 1 26CMCCEN=DRW NISW 1 2 26=CEN=DRW R elan 1 3 3 3 26CMC�=DRW R al 1 3 to Cell 4 2216MONFEV AAVE MSW 2 3 5 5 20CMCCEN`TERDRW MSW 2 3 5 6 20CMCCEN`TERDRW Q 2 64Gal 2 7 20CMCCEN`TERDRW R cline 2 3 5 8 122 NEWHOFE SFN MSW 1 2 1 9 122 NEWHOFE SFN R-vcImg 1 3 1 10 3000 CENTENNIAL RD W MSW 1 3 1 11 210BIRC1I5FN R-vcIng 1 3 2 12 210BMC1I5fN Q e 1 64Gal 13 210BIRC1I5FN MSW 1 2 14 2215MCFADDENAVEW MSW 2 3 6 15 706 NEWHOFE SFN MSW 1 3 2 16 300GUNF1iTiRSFS MSW 1 3 2 17 2600VALENOAAVEN MSW N/A N/A N/A 18 Ma OLDGRANDAVEN MSW N/A N/A N/A 19 120WALNUT5FW MSW N/A N/A N/A 20 9�MACA=F BLVDW MSW 1 3 1 21 102917F1i STW MSW 1 3 2 22 1439BROADWAYS MSW 1 3 2 23 419FRANHI.IISSFS MSW 1 3 1 24 M17GREENNILLESFS MSW 1 3 1 25 5a NEWHOFE SFN MSW 1 3 1 26 24CNICCENFERFLAZA MSW N/A N/A N/A 27 M1BROADWAYN MSW 1 3 1 28 1320WARNERAVEE MSW 1 3 2 29 1320BMI ISFS MSW 1 3 1 30 MSD" Ara/213SCenta St MSW 1 4 6 31 220SDam, Ara/213 S Centa St R-,clng 1 3 6 32 220SD- Ara/213 S Centa St Q s 2 64Gal 2 33 1000ESaata Ana Blvd MSW 1 4 6 34 1000ESaata Ana Blvd R-,cIng 1 4 2 35 2627WMcFadden S kBm(MSW/RCY) 1 4 1 36 MDWMcFadden MSW 2 3 5 37 MD W McFadden R-,clng 1 3 2 38 2210 W McFadden Q 1 64 Gal 3 39 424W3cd St MSWe 1 2 2 40 424W3cd St R cln 1 3 2 41 424W3cd St Q 1 64Gal 2 42 726S Cateaa MSWe 1 3 4 43 726S Cates a R clin 1 3 44 726S CateaSt Q am 1 ti4 Gal 1 45 300SFi as St MSWe 1 3 96 300S Fi as S[ R clin 1 3 1 47 1825W CivicCata Da' MSW 1 3 1 ROW , SERVICE CONTM ANNDALPULLB NAMF/I0CAT1ON5 WASFETYPE #CONTAINERS 40 104 48 =OFSANTfAANAJAIL NSW 1 49 =OFSANTAANA-CORPYATO MSW 6 40 1560 50 CITYOFSANTAANASFADMU MSW 1 40 1N 51 =OFSANTAANATIRELOADS MSW 1 40 6 52 CITYOFSANTA ANA YARD -CENFENNIAL MSW 1 10 52 53 =OFSANTAANAYARD-CENCE\ L G—Waste 1 40 1N 54 =OFSANTA ANA YARD-CEN=N] L MSW 1 40 104 55 =OFSANFfAANAZ G Waete 1 40 52 56 =OFSAIVTAANAZ MSW 1 40 1% (1) Service levels as of December 2019 as reported by Waste Managemnt (2) Service for 12monfb period ended June 30, 2019 as reported by Waste Management M9 020 6 A-55 Cityot Santa Ana ATTACHMENT 2 CITY -SPONSORED EVENTS (1) Row Event Solid Waste Services Typically Provided at Past Events containers, event boxes, (# and size of refuse and recycling etc.( EventBoxes and Liners Solid Waste Collection Containers 1 4thofJuly Celebration at Centennial Park 30 Evan Boxes&300Linas 2 Wilshire Sgvace Summer Concert 20 Evan Boxes, 10 Recycle Lids, 40 Liners 2-3 Yazd lnsta Bins 3 Townsend lZaitt City Fiesta/Socal Day of Hc,,e Health &Re. Fair 20 evatBoxes & 90 Liners 4 Santa Ana Fiestas Pahias 2M Event Boxes&1,OWLiners 8_0Yacds 5 Cie. Up Your Yazd Cade Sheet 1-9 Yard 6 Santa Ana HHW (2) 2-40 Yazds 9 Santa Ana Police Department 12 Event Boxes&4 Recycle Lids 8 City Clean Up Events (Weekly) 16 -40 Yazds week 9 Santa Ara National Night Out 20 Eventltoxes & 100 Liners (1) Service for 12-mmth period ended June M, 2018, as reported by Waste Managenxent. (2)HHW events acec tly held bienmally. New franchise agreement will regiure amual HHW events MM20 6 A-56 Cityof Santa Ana ATTACHMENT 2 CITY OF SANTA ANA CONSTRUCTION AND DEMOLITION DEBRIS DATA - NON-EXCLUSIVE FRANCHISE (1) for 12-Month Period Ended tune 30, 2018 CONSTRUCTION AND DEMOLITION DEBRIS TONS - NON-EXCLUSIVE FRANCHISE (1) Does not include services performed under exclusive franchise agreement (2) Gross billings (inclusive of City fees) for the 12-month period ended June 30, 2018, as reported by WM and Ware Disposal combined. (3) Gross receipts (inclusive of City fees) for the 12-month period ended June 30, 2018, as reported by WM and Ware Disposal combined. M2020 60X-57 City of Santa Ana RATE PROPOSAL FORMS Draft, March 9, 2020 3-1 City of Santa Ana ATTAC WNT3 RATE PROPOSAL FORMS Table of Contents Paee Contents 3-A Proposed Rate Revenue 3-B Proposed Residential Curbside Cut Rate Revenue 3-C Proposed Commercial Curbside Cut Rate Revenue 3-D Proposed Commercial Refuse Bin Rate Revenue 3-E Proposed Residential/Multi-Family Refuse Bin Rate Revenue 3-F Proposal Commercial Recycling Bin Rate Revenue 3-G Proposed Residential/Multi-Family Recycling Bin Rate Revenue 311 Proposed Residential/Multi-Family and Commercial Organics Bin Rate Revenue 3I Proposed Residential/Multi-Family and Commercial Organics and Recycling Cart Rate Revenue For Bin Service Customers 31 Proposed Additional Bin Services Rate Revenue 3-K Proposed RollOffBox and Temporary Bin Rate Revenue 31, Proposed Rates for Otlier Services 3-M Proposed C&D Roll -Off Box and Temporary C&D Bin Rate Revenue 60A-59 3192020 Proposing Company. Instivetions:Enterpr.poser's.meintheabovebddedbox.Confirmihatrterevon.isaacoratelyre0e ed,basedmproposer'sproposedrates. Service Categney Estimated Annual Rate Reference Revenue City Billed 1 Proposed Residmfid Cucbside Cart Rate Revenue 2 Prop d CnnuneccW Curbside CartRae Revenue 3 Subtntal: City Billed Hauler Billed 4 Proposed C wunewid Refuse Bin Rate Revenue 5 Proposal Residential/Multi-Family Refuse Bin Rate Revenue 6 Proposed wwcew d Recycling Bin Rate Revenue 2 Proposed Residential/Multi-Facaly Recycling Bin Ram Revenue 8 Proposed Residential/Multi-Faudy Conimacid Organics Bin Recycling Rate Revenue 9 Proposed Residential/Multi-Family and Commercial Ocgawti and Recycling Cart Rate Revenue For Bin Service Cusmmers 10 Proposed Additional Bin Service Rate Revenue 11 ProposedRoB-0ff Box and Te�nposary Pate Revenue (1) 12 Subtotal: HaulerBilled 13 Proposed Annual Custto Collect Residential Curbside Used Motor Oil and Filters 14 Total Proposed Rate Revenue $ 99,136 Attach. 3B, Row 12 $ Attach.3C, Row 12 $ Tll% Sum Rowsl.A2 $ - Attach. 3D, Row 18 $ - Atach. 3E, Row 18 $ - Attach. 3F, Row 18 $ - Attach. 3O, Row 15 $ - Attach. 3-H, Row $ - Attach. 3I, Rene $ - Attach. 3J, Row 18 $ Attach. 3K, Row 13 $ - Sum Rows 4 tluough ll $ Attach. 3L, Row 6 $ T1,136 Sum R3, R12 and R13 (1) Excludes revenue from C&D moB,4fe and C&D bins, which ace included as an optional service on Attachment 3M Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 3-A ATTACHMEN 3 CdvofSaNa Am ,• 1 • 1 ATTACH HI 3 Proposing Company: Insb clfims: Provide ratesin bolded boxes. The other rates sltrndd attt=abcally calculate.Confinea uru y of calcvlatims. Service Category(1) Cm.hxtor Aate #of Uxdts Monthly RAv Revmnets RAvRvatuetor 1 Curbside Collection-]x Wee One Refuse RecyclingRgcyclLng and OrgggLs Cart 2 2 Any S�C Base Rate _... _. �..� 42505 units $ 3 Smim/Mob to Home low{ atoe Cushsters 4 351Gsllm Carts 95 units $ $ 5 AddiHmal Cart Rates 6 Additional Ref r Curt -Above One 9 AnyS�Cart .� 2,599 cads $ $ .. 8 Addibonal Recycling, Cart Above One 9 Any S�Cart $ 2W 1,094 carts $ Zfm $ 26,2% 10 Addib.W Organics, Cart Above One 11 Any S�Cart $ 2W 2,120 carts $ 4,240 $ WM 12 Proposed Bstmated First -Year Residential C bside Cart Rate Revenue $ 6428 $ Tjm (1) Cuaeatesbsde ca4&i but —by ca4—provided-Attar —t2-A (2)9 gA➢ ce4ratesba then easti ga md3 gAmc rates Seeshaft Agr tSxti 4.7.4fefmdtercontainerinfomtatioa.Numberofunitsrepo4 by Wa4e Mmageatmtasof November 2019, --to aadit-pr—. Failure to complete and arbmit this fors will deem the proposer's franchise proposal mn-responsive. 31912020 3-B Cvy of&aa Am 60A-61 ATTACHMENT 3 Proposing Company: Instmceeas: Provide rates N bolded boxes. The other, rates should avtmnatically caknlate. Confirm —as, of calculations. Montldy Movtldy Contvctm Amrval Cmrtvctm How 6erviee Ca[egmy Cmrtvctm Hate koE Units gate Hevenve Hate Hevevve (i) ugaumr mrtrate anatlbe me same � s>-gauon �a 3sgauoncartratg. see vraawgt�mentserem� n.z.ntnrtntther cnnra:t� mtntmaem�. (z) �rt�nne ptm�iaed by wM as nt z/zs/zm9. (3) gallon additional refuse vrt rate shell be the same ash ,anon and gallon additional refuse cart rates. Distribution amongst cart sizes conently unavailable. Failure to complete and submit this form will deem the pnopusei s franrchise proposal non -responsive. 3/9/2020 3-C CO, ofs—.Ana 60A-62 ATfACILWENT 3 PROPOSED COMMERCIAL REFUSE BIN RATE REVENUE Proposing Company: - Instroctions: Enter proposed rates in bolded boxes. Proposed rate revenue on this page should calculate automatically. Confirm accuracy of calculations. Proposed Commercial Refuse Bin Rates Row Container Type/517P Number of Collections per Week 1 2 3 4 5 6 1 1 Cubic Yazd - Refuse 2 2 Cubic Yazd - Refuse 3 3 Cubic Yazd - Refuse 4 4 Cubic Yazd - Refuse 5 6 Cubic Yazd - Refuse Estimated Commercial Refuse Bin Service Levels Row Container Type/Size Number of CollF 6 1Cubic Yard -Refuse 160 3 4 167 7 2 Cubic Yazd - Refuse 782 309 32 8 2 3 1,136 8 3 Cubic Yazd - Refuse 954 430 409 9 152 70 2,024 9 4 Cubic Yazd - Refuse 510 328 60 93 159 98 1,248 10 6 Cubic Yazd - Refuse 1 2 3 Proposed ections per Week Total Containers 1 2 3 4 5 6 Commercial Refuse Bin Rate Revenue Row F Container Type/Shp Number of Collections per Week Monthly Revenue 1 2 3 4 5 6 11 1 Cubic Yazd - Refuse $ $ $ $ $ $ $ 12 2 Cubic Yazd -Refuse $ $ $ $ $ $ $ 13 3 Cubic Yazd -Refuse $ - $ - $ - $ - $ - $ - $ - 14 4 Cubic Yazd -Refuse $ $ $ $ $ $ $ 15 6 Cubic Yazd -Refuse $ $ $ $ $ $ $ 16 Projected Moodily Commercial Refuse Bin Revenue Revenue $ - 17 Months 1? 18 Pro'eded Annual Commercial Refuse Bin Revenue Revenue $ (1) Estimated commercial refuse service levels provided by EcoNomics. Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 31912020 60A=63 City ofsm,taA.� ATTACIEWENT 3 PROPOSED RESIDENTIALJMULTI-FAMILY REFUSE BIN RATE REVENUE Proposing Company: - Instructions: Enter proposed rates in bolded boxes. Proposed rate revenue on this page should calculate automatically. Confirm accuracy of calculations. Proposed Residential/Multi-Family Refuse Bin Rates Row Container Type/Sim Number of Collections per Week 1 2 3 4 5 6 1 1 Cubic Yazd - Refuse 2 2 Cubic Yazd - Refuse 3 3 Cubic Yazd - Refuse 4 4 Cubic Yazd - Refuse 5 6 Cubic Yazd - Refuse Estimated Residential/Multi-Family Refuse Bin Service Levels 1 Row Container Type/Size Number of CoF 6 1Cubic Yard -Refuse 176 176 7 2 Cubic Yazd - Refuse 316 30 4 8 358 8 3Cubic Yard -Refuse 273 400 113 25 811 9 4 Cubic Yazd - Refuse 110 206 108 17 441 10 6 Cubic Yazd - Refuse - Proposed llections per Week Total Containers 1 2 3 4 5 6 Residential/Multi-Family Refuse Bin Rate Revenue Row F Container Type/Shp Number of Collections per Week Monthly Revenue 1 2 3 4 5 6 11 1 Cubic Yazd - Refuse $ $ $ $ $ $ $ 12 2 Cubic Yazd -Refuse $ $ $ $ $ $ $ 13 3 Cubic Yazd -Refuse $ - $ - $ - $ - $ - $ - $ - 14 4 Cubic Yazd -Refuse $ $ $ $ $ $ $ 15 6 Cubic Yazd -Refuse $ $ $ $ $ $ $ 16 Pro'eded Monthl Residential/Multi Famd Refuse Bin Rate Revenue $ - 17 Months 1? 18 Pro'eded Annual Residential/Multi-Family Refuse Bin Rate Revenue $ (1) Estimated multi -family refuse service levels provided by EcoNomics. Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 31912020 60A-64 c3�ry ofsm,raAw ATTACHMENT 3 PROPOSED COMMERCIAL RECYCLING BIN RATE REVENUE Proposing Company-. Recycling rates as % of Commercial Refuse Rates 75% Proposed Commercial Recycling Bin Rates 75% of Commercial Refuse Rates) Row Contain- Type/Size I Number of Collections per Week 1 2 3 4 5 6 1 1 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - 2 2 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - 3 3Cubic Yard -Recycling $ - $ - $ - $ - $ - $ - 4 4Cubic Yard -Recycling $ - $ - $ - $ - $ - $ - Estimated Commercial Recycling Bin Service Levels 6 1 Cubic Yard - Recycling - 7 2Cubic Yard -Recycling - 8 3 Cubic Yard - Recycling 632 322 49 15 1 1 L020 9 4Cubic Yard -Recycling 375 247 11 8 5 2 648 Row Proposed Container Type/Size Number of Collections per Week Total Containers 1 2 3 4 5 6 Commercial Rec cGn Bin Rate Revenue Container Type/S17P Number of Collections per Week Monthly Revenue 1 2 3 4 5 6 11 1Cubic Yard -Recycling $ - $ - $ $- 72 2 Cubic Yard - Recycling $ $ $ $ $ $ $ 13 3Cubic Yard -Recycling $ $ $ $ $ $ $ 14 4 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - $ - 16 Projected Monthly Commercial Recycling Bin Rate Revenue $ 17 Months 12 18 Projected Annual Commercial Recycling Bin Rate Revenue $ (1) Estimated commercial and multi family recycling service levels provided by EcoNomics. Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 3v1010 F City of Santa Ana 60A-65 ATTACI NT 3 PROPOSED RESIDENTIAI/MULTI-FAMILY RECYCLING BIN RATE REVENUE Proposing Company-. Recycling rates as % of Refuse Rates 75% Pro osed Residential/Multi-Family Recycling Bin Rates 75% of Residential/Multi-Family Bin Refuse Rates) Row Container Type/Size Number of Collections per Week 1 2 3 4 5 6 1 1 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - 2 2 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - 3 3Cubic Yard -Recycling $ - $ - $ - $ - $ - $ - 4 4Cubic Yard -Recycling $ - $ - $ - $ - $ - $ - Estimated Residential/Multi-Family Recycling Bin Service Levels 5 1Cubic Yard -Recycling 332 332 6 2Cubic Yard -Recycling 190 37 227 7 3Cubic Yard -Recycling 792 69 24 885 8 4Cubic Yard -Recycling 427 30 457 R ow Proposed Container Type/S17P PNumber of Collections per Week Total Containers 1 2 3 4 5 6 Residential/Multi-Famil Recycling Bin Rate Revenue Row Container Type/size Number of Collections perWeek Monthly Revenue 1 2 3 4 5 6 9 1Cubic Yard -Recycling $ - $ - $ $ - $ - $ - 10 2 Cubic Yard - Recycling $ $ $ $ $ $ $ 11 3Cubic Yard -Rec clsi $ $ $ $ $ $ $ 72 4 Cubic Yard - Recycling $ - $ - $ - $ - $ - $ - $ - 13 Projected Monthly Residential/Multi FamB Recycling Bin Rate Revenue $ 14 Months 12 15 Projected Annual Residanti uki-Famll Rec clin Bin Rate Revenue $ (1) Estimated commercial and multi family recycling service levels provided by EcoNomics. Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 3v1010 ' G Cityof Santa Ana 60A-66 ATTACHAMTN 3 PROPOSED RFSIDENTIAI/MULTI-FAMB.Y AND COMMERCIAL ORGANICS BIN RATE REVENUE Proposing Company. Organics rotes as % of Refuse Rates 1 75% Proposed Residential/Multi-Family and Commercial arcs Bin Rates 75% of Refuse Bin'TOC-3:3M'!Rates Raw Container T i. yPe/S Number of Collections per Week 1 2 3 4 5 6 1 2Cubic Ymd-Organcs-Residential/Multi-Family $ - $ - $ - $ - $ - 5 - 2 2Cubic Ymd- Organics -Commercial $ - $ - $ - $ - $ - 5 - Estimated ResideofiaWulti-Family and Commercial Or arcs Bin Servic a Levels 1 Row Cmrtains Type/Size Numbs of Collections per Week Total Corainen: 1 2 3 4 5 6 3 2Cub. Ymd-Oigmdcs-Residential/Multi-Pantily - 4 2Cubk Yard - Organics -Commerdal 1541 1601 421 191 ill 41 390 Proposed ResidentiaWulti-Family and Commscial Orgaoics Bin Recycling Rate Revenue Row Contains Type/Siu Number of Collections per Week Montldy Reveme 1 2 3 4 5 6 5 2Cubk Yazd-Organics-Residential/Multi-Fantily $ - $ - $ - $ - $ - $ - $ - 6 2Cubic Yard -Organics-Connnercial $ - $ - $ - $ - $ - $ - $ - 7 Projected Monthly Residential/Multi-Family and Commercial Organics Bin Rate Revenue $ 8 Months 12 9 Projected Amval Residential/Multi-Family and Commscial Organics Bin Rate Reveme $ - (1) Estimated commercial organics bin service levels provided by EcoNomics. Failure to complete and submit this form will deem the poopos&s franchise proposal noreres onsive. 3192020 60 'H_67 City ofS4aArn ATTACHMENT3 PROPOSED RESM TIAUMUFTl-FAMILY ANO COMMERCIAL ORGANICS ANO RECYCLING CART RATE REVENUE FOR REFUSE BIN SERVICE CUSTOMERS Proposing Company: Proposed Residential/Multi-Family and Commercial Cr an and Recycling Cart Rates For Refuse Bin Service Customers s Container Type/Size IF Number of Collections per Week 1 2 3 4 5 6 1 Any Size Cazt-Orgarvcs 2 1 Any Size Cazt-Recchn Estimated Residentia ulti-Famil and Commercial (hganics and RecycIfirg Cart Service levels For Refuse Bin Service Customers Container Type/Size Number of Collections per Week notal 1 2 3 4 5 6 Containers 3 An %i Cmt-Or arves 492 1 49 21 2 1,4�0 4 1 Any Size Cmt-Recycling I I- Proposed Residential/Multi-Family and Commercial Organics and Recycling Cart Service Revenue For Refuse Bin Service Customers Container Type/Size Number of Collections er Week Mouthy Revensse 1 2 3 4 5 6 5 Any Size Cazt-Orgarvcs Recycling $ - $ - $ - $ - $ - $ - $ - 6 An Size Cart-R clm $ I $ I $ is is $ $ 7 Projected Monthly Residential/Msslfl-Family and Commercial Orgardcs and Recycling Cart Rate Reverme for Bin Service Customers $ - 8 Months 12 9 Projected Annual Resdartial/Multi-Family and Commercial Organics and Recycling Cart Rate Revenue for Bin Service Customers $ (1) Estimated comma aland mnlhfamily org kseaztservice levels povided by BeoNomic, Failure to complete and submit this form will deem the er's franchise proposal noo-resfoursive. 31912020 60 1 Coy afSasm Ana ATTACHME 3 PROPOSED ADDITIONAL BIN SERVICES RATE REVINUE Proposing Company. Instructions: Enter proposed rates in bolded boxes. Proposed rate mvenue on this page should calculate automatkatly. Conform accuracy of calculations. Proposed Additional Bin Service Rates Rw Service Type/Size Number of Collections per Week 1 2 3 4 5 6 1 ScoutSeroro $ - $ - $ - $ - $ - 2 25' - 50' Push -out Charge $ - $ - $ - $ - $ - 3 >5O Pushout Charge $ - $ - $ - $ - $ - 4 Locking Bin $ - $ - $ - $ - $ - 5 Enclosure Charge $ - $ - $ - $ - $ - 6 Reba Pick-up Charge N/A N/A N/A N/A N/A Estimated Additional Bin Service Levels Rw Container Type/Siae Number oaf Collections per Week Total Containers 1 2 5 6 7 ScoutSerorr, 25 50 30 5 9 10 129 8 25'- 50' Push -out Charge 143 42 136 23 17 361 9 >5O Pushout Charge 298 47 70 23 13 25 476 10 Locking B.(1) 2,387 Z387 11 Encl. Charge (2) 8522 8,522 12 Extra Pick-up Charge 35 N/A N/A N/A N/A N/A 35 Proposed Additional Bin Service Rate Reverme Rw Cmdainer Type/Siu Number oaf Collection Week MoAmy Re . 1 2 4per 5 6 13 Sc out Service $ - $ - $ - $ - $ - $ - $ - 14 25' - 50 PoshoutCharge $ - $ - $ - $ - $ - $ - $ - 15 >50' Pushout Charge $ - $ - $ - $ - $ - $ - $ - 16 Lacking Bin $ - $ - $ - $ - $ - $ - $ - 17 Encl. Char $ $ $ $ $ $ $ 18 Extra Pick-up Charge $ - N/A N/A N/A N/A N/A $ 19 Projected Mootldy Additional Bin Service Rate Revemre $ - 20 Months 12 21 1 Projected Armval Additional Bin Service Rate Revenue $ (1)W currently bills for 2,387 locks. (2) WA currently bills for 8,522 bins and days. Di shibution by ltequmey currently unavailable Failure to complete and submit this form will deem the pmpm&s franchise pmpmal nor -responsive. 3192020 60r T Otv ofS saaAna ATTACI=NT 3 PROPOSED ROLL -OFF BOX AND TEMPORARY BIN RATE REVENDEtrt Proposing Company: Instructions: Enter proposed rates in the bolded boxes. Proposed rate revenue on this page should calculate automatically. Confhm accuracy of calculation Row Containeq'Service Type Contractor Rate Service Count FY 2018 Proposed Annual Rate Revenue 1 Standard Permanent Rolloff Box Pull Charge (2) 2 Regular Refuse -Any Size perpickup 4,278 pulls (3) S - 3 Regular Recycling -Any Size perpickup - pulls (3) S - 4 Regular Organics -Any Size per pickup pulls (3) S 5 Subtotal: Standard Rollu£fs PullCbarge 4,278 S - 6 Compactor Rollu£f Box Any Size (120 % of Standard Rate) (4) $ - per pickup 1,674 pulls (3) 5 - 7 3-Yard Temp Bin (5) per =Ply LM7 —Pt- (3) 5 - 8 Standard Permanent Rolloff Rate Per Ton 9 Regular Refuse- Per Ton per ton 25,885 Tons (3) S - 10 Regular Recycling -Per Ton per ton - To. (3) $ - 11 Regular Organics -Per Ton per ton To. (3) S 12 Subtotal: Standard RoBuff Disposal Charges 25,885 $ - 13 Projected Annual Roll -Off Box and Temporary Bin Rate Revenue $ - (1) C&D services are not exclusive under cureent franchise. Contractors shall propose on C&D services as an optional service on Attachment 3L. (2) Includes container delivery, rental, and service charge. Disposal charged separately. (3) Number of sceptics, pulls and tons provided by Waste Management Excludes City goverment operations tors. (4) Excludes compactor rental. (5) 3-Yard tenp hhn rate includes delivery, rental, and disposal Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 31"020 3-K Cty of&efa daa 60A-70 ATTACHMENT3 FOR OTHER SERVICES Proposing Company: Instructions: Enter proposed percentage increases or hourly rates in the bolded boxes. Proposed rate revenue on this page should calculate automatically. Confirm accuracy of calculation. Raw F Service Type Contmctm Rate Refemnce/Note Optional Mixed Waste Processing of Commercial and Msslti-Family Refuse Estimated Percent Increase to refuse rates for Mixed Waste Processing of Enter proposed percentage increase. I Commercial and MultiFamilyCustomers Without Source Separated per year Only for customers without All 341 Recycling or otherwise not compliant with AB 341. compliantprogran, Other City and Special Services 2 Emergency Services Rates per I -bur- one crew and one collection truck per hour F1 ludaTProposedcostperhour. 3 Grant Adromishation Rates per Hour per hour Enter proposed cost per hour. Used Oil Recycling and Used Oil Filter Collection Enter proposed monthly lump sum 4 Proposed Monthly Cost to Collect Used Motor Oil and Filters from All per month amount to service all residential Residential Curbside Customers curbside customers. 5 Months per year 12 Proposed Annual Cast to Collect Used Motor Oil and Filters from All 6 Residential Curbside Customers $ Failure to complete and submit this form will deem the prop owes franchise proposal non-msponsiye. 3192020 3-1 City oj3mRa Ana 60A-71 ATTACHMENT 3 PROPOSED C&D ROLUOFF BOX AND TEMPORARY C&D BIN RATE RE V ENDE (�) Proposing Cosparry: ImtsNiona Enter pxoposadratty. thebddedb.e. Propos dratexevmueontfi page sfimddcalculate auto hcally. Cmfam accuracy of calculation Raw Cmtainer/Savrce Type Cmtrxtor R#e Service Count F 2M8 Proposed Ax�mral Rate Reva�sse 1 Mixed C&D RdlOff-Any Sim. Up to 8 tms pa load induded. p-pch„p(2) 1,710 pLdb(3) $ - 2 3Yaxd Tip C&D Bin (4) p- P-H 326 pWb (3) $ - 3 Mixed C&D Px«r &/drsposd-pa tm in «cess d 8 tons pex load. pa hen 8,451 Tms(3) $ - 4 Proposde ualMDRdI-0ff Bra and Temporary C&D Bin Rate Revmm $ (1)C&Dsavices(«ceptfo governmentop®tims)axe itypafoxn dmdaanon lu vemnhact 6ty, in ifs sole optim a ay indude MD in the «clumve fxmchi�. (2)Includescmta delivery,rmtal,ser charge,andprocessing/disposalupto8tons. Pxme��g/disposal of torts in «rasad8to be mtesdin row 3. (3) Number d polls and tons pxov dd by Waste Manag�mtmd Ware Disposal. (4)3Yaxd temp C&D bm rate includes dehvay, rmtal, and sev chxige. Disposal chaxgd separately Failssre to cm,plete and axbst this fors will deem the proposer's francMs proposal mn-respmsive. 31912020 3-M Coyof&m a A m 60A-72 SUPPORTING COST AND OPERATING DATA WORKSHEETS Draft, March 9, 2020 4 - 1 City of Santa Ana 60A-73 ATTACHMENT SUPPORTING COST AND OPERATING DATA WORKSHEETS Table of Contents Page Contents 4-A Projected Annual Revenue Requirement Based on Estimated Container Matrix 4-B Projected Routes and Route Hours 4-C Tonnage Diversion Plan (Excluding C&D) 4-D Comparison of Rate Revenues and Revenue Requirements 4-E Proposed Franchise Fee Percentage 60A-74 ATFACDM 4 PROI C=ANNDAL REV EREODME TRASED ON E3 AiED CON]A RM M2 Praposiag Campanp. le¢traatimvs:FMmbaum roam cmatrm aa.,maey el aammmeem.,aamee. iOiA1 Cmbtlde 3emre C®wn ma MWi-F y3wire �T Rolloff Rw 6ueiee �6)m phg P RVPNR.a OF REase Rerydablm Ugmies (A 3ablolal RePose Reaya'lables Ugmies 3ablolal RDM7 l OF am.",i. 2 ieuh OpmffieeCmm(]) $ $ $ 3 Eemgee5lffi�myhaes}a't bMPamlx $ $ -.... $ -... 4 Oe$vuv Pmaema$(os6 $ $ $ 5 Iae�dfJl Di�wmlCmm $ $ -.... $ -.. 6 Cmmuee Depemams/Amoe4sahm Cush $ -.. $ $ y elab@Maletlel5 ,Rm�mam(2) $ $ -.... $ -.. .9.... SabldaL OPesalious Co sh $ $ - $ - $ - $ - $ - $ - $ - $ - $ - 10 Outreaa'h FAusffismvtl Cmmm:.whm Momlmmg ]] Gmmealma Admwnah�e ]2 Pfofd 13 Amu dAUGM$Fee(3) $ 3QAp 14 Feanele. Fee(4) $ SApJ,0.0 ]5 N.Fa (91 $ ]moo 16 Vymek Mpan, Fee (91 $ 2265,GK ]y AaWnlstrehbe Fee(9) $ 13NrRN ...20..macaumm 19..[R—R��t�TmC� LREVENDERE4LRREMEM •.•. $ ]$Ht 1 .2] $ $ $$ $ (l)Grcludeadnvm/hllref/m)rervtmewageaaN hrefils eeltieleaepretleM1m mtl memlmerce,oen.ae uurvesece, WeLaDfmms mtl Wlxffwh orris (1) P@ax mRereaydable mAenalselesreveweasaaeg&ise aumhe(b o9se11M opefffiImsms6aapplrnbk) £ahf asapaative mwbm albere isaaN mN m mm4A malmels mlhelhme�elem�mue. (3)TM wlofauf ®vpa�mtizM wee rwm lmm($9 b$1ry{0.Ui M]ltODb$ydbyC]Oyesrs=$1R�yW Pm yam).SaeDeaRAgeaemml5xtioa82ymelmmee Woemahm�. (4) iaegRtrae...bA W+�,DyRr�3 d year mgemsremplsleum avYemmsdlrteFbaleabyCmtrxlm. (6)Ieu4udea re9aeea�nl g,emwmle ma -d..Apfegeem (b) Eva4udes Oplunnl C&D Sern¢s propoza on Alma4meN 3M. (7) Ieu4uaes applrable gmenwee�l greemlms. (5) laauaes a.l u.,m Lmilea m bwty aem ptrk..ps Imhaay bye eoReatim, slwpa anReatim, —esel wmh mReatim, aei$Immnma emmupx, waklr °Rer pups, pae'kway ne mup lumwing qummely $aea$e aeles ameaamg eemis amnFmt e.mwaya, amatrahm,latmaex pmgam, ma omee:emaea. Emaamu:aml reay�h.$am amllulee eoRmw�wlaa,�apmlbmaea. ssrzozo 41 can Asa„m,w 60A-75 WO-WETWITI—VIrow Proposing Company. lnstmctioos FiIl m bolded boxes. Total routes and total route hours per week should calculate automatically. Confirm wmmcy of calculations. (1) For Example, 8,9 or 10 hours per day. (2) Total Route Days/Weak multiplied by Hours Per Route per Day. (3) Do not include rulluff routes for optional C&D service. Failure to complete and subadt this form will deem the propose2s franchise proposal nan-responsive. 31912020 4-13 City ofsm taAm ATTACHMENF4 Proposing Company: Instructions: Fill m the bolded boxes. Con£hm accuracy of automatic calculations. Proposers must demonstrate how they will reach the proposed required diversion of bauler collected waste. Hauler will conhactually commit to reaching the below spec fied diversion rate, this should be clearly stated m the proposal and must be supported below. Annual Tons Annual Tons Diverted Tons Row Waste Stream Collected (from Diverted as C&D f— %of Tons 4A, Row 21) Comm ,Ied O.gem- coegomeot Offs-(1) T.W Dw. .d Collected Recycling O ations i ......................................c,.................................................................................................................................................................... 1 Residential efuse - - - .................................................................................................................................................................................................................................................................................................................................... 2 Residential Reryclables - - - .................................................................................................................................................................................................................................................................................................................................... antics - - - 4 Commercial&Multi-Family Refuse - - - .................................................................................................................................................................................................................................................................................................................................... 5 Commercial&Multi-Family Recyclables - - - .................................................................................................................................................................................................................................................................................................................................... 6 Commercial&Multi-Family Organics - - - .................................................................................................................................................................................................................................................................................................................................... 7 Rollo£E Service (excluding optional C&D) - - - .................................................................................................................................................................................................................................................................................................................................... 8 O he ................................................................................................................................................... 9 Total - - - - - - - (1) Describe "Othcu"programs below. Failure to complete and submit this form will deem the proposer's franchise proposal non-res ansive. 31"020 4-C Cfh gf&..fn3nn 60A-77 ATTACHMENT 4 COMPARISON OF RATE REVENUES AND REVENUE REQUIREMENTS Instructions: Confirm automatic references and accuracy of automatic calculations. Row Amount Reference 1 Proposed Rate Revenue $ 77,136 Attach. 3-A, Row 14 2 Proposed Revenue Requirement $ 13,634,166 Attach. 4-A, Row 19 — 3 ------------- Difference (should be $0) ----- $ 13,557,030 ----- Row 2 -Row 1 Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 31912020 4-D City of Santa Ana �� • ATTACHMENT PROPOSED FRANCHISE FEE PERCENTAGE CUSTOMERS DIRECT -BILLED BY CONTRACTOR Instructions: Confirm automatic references and accuracy of automatic calculations. Row Waste Stream Amount 1 Target Annual Franchisee Fee Revenue $ 8,000,000 2 Pro)ected First Year Rate Revenue From Customers Direct Billed by, Contractor, (From Attachment 3-A, Row 12) $ 3 Proposed Franchise Fee Percentage (1) #DIV/0! (1) Percentage will automatically calculate upon completion of Attachment 3-A. Failure to complete and submit this form will deem the proposer's franchise proposal non -responsive. 3/9/2020 4-E City of Santa Ana 60A-79 ANTI -COLLUSION AFFIDAVIT Proposer as a part of this proposal submits the following affidavit: The undersigned deponent, of lawful age, being duly sworn, upon his oath deposes and says: That he has lawful authority to execute the within and foregoing proposal; that he has executed the same by subscribing his name hereto under oath for and on behalf of said proposer, that proposer has not directly or indirectly entered into any agreement, express or implied, with any proposer or proposers, having for its object the controlling of the price or amount of such proposal or proposals, the limiting of the proposals or proposers, the parceling or farming out to any proposer or proposers or other persons of any part of the contract or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he has not and will not divulge the sealed Proposal to any person whomsoever, except those having a partnership or other financial interest with him in said proposal or proposals, until after the said sealed proposal or proposals are opened. Deponent further states that the proposer has not been a party to any collusion among proposers in restraint of freedom of competition; by agreement to make a proposal at a fixed price or to refrain from submitting a proposal, or with any City official or employee as to quantity, quality, or price in the prospective contract, or in any discussions between proposers and any City official concerning exchange of money or other things of value for special consideration in the letting of a contract; that the proposer has not paid, given or donated or agreed to pay, give or donate to any official, officer or employee of the City directly or indirectly, in the procuring of the award of contract pursuant to this proposal. Executed under penalty of perjury on this day of I at SIGNED BY TITLE COMPANY Failure to complete and submit this form will deem the proposers proposal incomplete and Draft, March 9, 2020 5-1 City of Santa Ana DRAFT AGREEMENT FOR THE COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA Draft, March 9, 2020 6 - 1 City of Santa Ana o. 1 AGREEMENT BETWEEN CITY OF SANTA ANA AND FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA Draft, March 9, 2020 �. 1 AGREEMENT BETWEEN CITY OF SANTA ANA AND FOR COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA TABLE OF CONTENTS RECITALS............................................................................................................... Pa&e ................... I ARTICLE1................................................................................................................................................4 INI T I ON S........................................................................................................................................................................... 4 1.1 AB 1594...................................................................................................................................................................4 1.2 AB 1826...................................................................................................................................................................4 1., AB 141.....................................................................................................................................................................4 1.4 AB939.....................................................................................................................................................................4 1.5 AFFILIATE.................................................................................................................................................................5 1.6 AGREEMENT.............................................................................................................................................................5 1.7 APPLICABLE LAw.....................................................................................................................................................5 1.8 BILLINGS..................................................................................................................................................................6 1.9 BIN.........................................................................................................................................................................6 1.10 BIN SERVICE.............................................................................................................................................................6 1.11 BULKY ITEMS...........................................................................................................................................................6 1.12 CALRECYCLE............................................................................................................................................................7 1.13 CART........................................................................................................................................................................7 1.14 CITY.........................................................................................................................................................................7 1.15 COLLECT/COLLECTION.............................................................................................................................................7 1.16 COMMERCIAL...........................................................................................................................................................7 1.17 COMMERCIAL PREMISES...........................................................................................................................................7 1.18 CONSTRUCTION AND DEMOLITION DEBRIS...............................................................................................................8 1.19 CONTAINERS.............................................................................................................................................................8 1.20 CONTRACTOR........................................................................................................................................................... 8 1.21 CONTRACTORS PROPOSAL....................................................................................................................................... 8 1.22 CONTRACTOR COMPENSATION.................................................................................................................................9 1.23 CPI.........................................................................................................................................................................9 1.24 CUSTOMER................................................................................................................................................................9 1.25 DISPOSAL..................................................................................................................................................................9 1.26 DISPOSAL SITE(S).....................................................................................................................................................9 1.27 DIVERT/DIVERSION..................................................................................................................................................9 1.28 ELECTRONIC WASTE OR E-WASTE......................................................................................................................... 10 March 9, 2020 60A-83 City of Santa Ana - DRAFT 1.29 ENVIRONMENTAL LAvt........................................................................................................................................... 10 1.30 EXECUTIVE DIRECTOR............................................................................................................................................ 10 1.31 FACILITY................................................................................................................................................................. 10 1.32 FOOD WASTE..........................................................................................................................................................10 1.31 FRANCHISE............................................................................................................................................................. 11 1.34 FRANCHISE FEE...................................................................................................................................................... 11 1.35 GROSS RECEIPTS..................................................................................................................................................... 11 1.36 HAZARDOUS MATERIAL.........................................................................................................................................11 1.37 HOUSEHOLD HAZARDOUS WASTE ("HHW„).......................................................................................................... 12 1.38 MATERIALS RECOVERY FACILITY (..MRF)........................................................................................................... 12 1.39 MI , ED WASTE PROCESSING.................................................................................................................................. 12 1.40 MULTI -FAMILY PREMISES...................................................................................................................................... 13 1.41 ORANGE COUNTY DISPOSAL SYSTEM..................................................................................................................... 13 1.42 ORGANIC MATERIALS............................................................................................................................................. 13 1.41 ORGANIC MATERIALS PROCESSING FACILITY........................................................................................................ 13 1.44 OwNER...................................................................................................................................................................13 1.45 PERSON...................................................................................................................................................................13 1.46 PREMISES................................................................................................................................................................ 14 1.47 RATE YEAR.............................................................................................................................................................14 1.48 RECYCLING.............................................................................................................................................................14 1.49 RECYCLABLE MATERIALS...................................................................................................................................... 14 1.50 REFUSE...................................................................................................................................................................14 1.51 RESIDENTIAL..........................................................................................................................................................14 1.52 RESIDENTIAL CURBSIDE SERVICEUNIT.................................................................................................................. 14 1.51 RESIDENTIAL PREMISES.......................................................................................................................................... 15 1.54 ROLL -OFF BOX....................................................................................................................................................... 15 1.55 SB 1183..................................................................................................................................................................15 1.56 SHARPS................................................................................................................................................................... 15 1.57 SOLIDWASTE......................................................................................................................................................... 15 1.58 SOLID WASTE HANDLING SERVICES....................................................................................................................... 16 1.59 SOURCE SEPARATION/SOURCE-SEPARATED........................................................................................................... 16 1.60 STATE..................................................................................................................................................................... 16 1.61 TRANSFORMATION.................................................................................................................................................. 16 1.62 TRANSFER STATION................................................................................................................................................ 17 1.63 UNIVERSAL WASTE............................................................................................................................................... 17 1.64 WASTE GENERATOR............................................................................................................................................... 17 1.65 YARD WASTE......................................................................................................................................................... 17 ARTICLE 2.... ..................................................................18 GRANT AND ACCEPTANCE OF FRANCHISE................................................................................................................18 2.1 GRANT AND ACCEPTANCE OF FRANCHISE, INDEMNITY OF AWARD........................................................................ 18 2.2 EXCLUSIVE NATURE OF FRANCHISE....................................................................................................................... 18 2.3 EFFECTIVE DATE.................................................................................................................................................... 19 2.4 TERM OF AGREEMENT............................................................................................................................................ 19 2.5 EXTENSIONPERIOD................................................................................................................................................ 19 2.5.1 Mutual Option to Extend...............................................................................................................................19 2.5.2 Cih Option to Extend....................................................................................................................................20 2.6 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR........................................................................................ 20 2.7 CONDITIONS TO EFFECTIVENESS OF AGREEMENT................................................................................................... 22 2.8 DELEGATION OF AUTHORITY.................................................................................................................................. 22 2.9 LIMITATIONS TO SCOPE.......................................................................................................................................... 22 2.10 CITY'S RIGHT To DIRECT CHANGES........................................................................................................................ 25 2.10.1 General..........................................................................................................................................................25 2.10.2 New Diversion Programs..............................................................................................................................26 2.10.3 Cih,'s Right to Acquire Services....................................................................................................................26 March 9, 2020 60 1 City of Santa Ana - DRAFT 2.11 OWNERSHIP OF SOLID WASTE AND CITY'S RIGHT TO DIRECT SOLID WASTE......................................................... 26 2.12 CONTRACTOR STATUS............................................................................................................................................ 27 2.13 CONTRACTOR AUTHORIZATION.............................................................................................................................. 28 2.14 ANNEX;ATIoxs........................................................................................................................................................28 2.15 PERMITS AND LICENSES.......................................................................................................................................... 28 ARTICLE3..............................................................................................................................................29 FRANCHISE FEE, NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM FEE, VEHICLE IMPACT FEE, & ADMINISTRATIVE FEE.........................................................................................................................................29 3.1 FRANCHISE FEE...................................................................................................................................................... 29 3.2 NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES) FEE............................................................ 29 3.3 VEHICLE IMPACT FEE............................................................................................................................................. 30 3.4 ADMINISTRATIVE FEE............................................................................................................................................. 31 3.5 TIME AND METHOD OF FEE PAYMENTS TO CITY..................................................................................................... 31 ARTICLE4..............................................................................................................................................33 DIRECTSERVICES...............................................................................................................................................................33 4.1 SERVICES TO BE PROVIDED BY CONTRACTOR - GENERAL...................................................................................... 33 4.2 RESIDENTIAL CURBSIDE SERVICE UNIT SERVICES.................................................................................................. 33 4.2.1 Residential Curbside Service Unit Refuse Collection................................................................................... 33 4.2.2 Cart Overage................................................................................................................................................. 34 4.2.3 Residential Curbside Service Unit Recyclable Materials Collection............................................................ 34 4.2.4 Residential Curbside Service Unit Organic Materials Collection................................................................ 35 4.2.5 Senior and Mobile Home Low Generator Customers................................................................................... 35 4.2.6 Section Deleted.............................................................................................................................................. 35 4.2.7 Contamination Warning Notice —Residential Curbside Service Unit Customers........................................35 4.2.8 Holiday Tree Collection Program................................................................................................................. 36 4.2.9 Walk -Out Service..........................................................................................................................................37 4.2.10 On -Call Bulky Item Pickup - Residential Curbside Service Unit Customers ................................................ 38 4.2.11 Sharps Collection Program........................................................................................................................... 39 4.2.12 Used Motor Oil Recycling and Used Motor Oil Filter Collection................................................................ 39 4.2.13 Universal Waste Collection........................................................................................................................... 39 4.2.14 Recycling Reward Program..........................................................................................................................40 4.3 COMMERCIAL AND MULTI -FAMILY SERVICES........................................................................................................ 40 4.3.1 Commercial and Multi -Family Customer Refuse Collection........................................................................ 40 4.3.2 Commercial Cart Service ..............................................................................................................................41 4.3.3 Roll -off Box Service....................................................................................................................................... 41 4.3.4 Temporary Bin Service ..................................................................................................................................42 4.3.5 Commercial and Multi -Family Recycling..................................................................................................... 42 4.3.5.1 Site Visits, Education and Outreach.............................................................................................................. 42 4.3.5.2 Processing of Mixed Waste...........................................................................................................................44 4.3.6 Commercial and Multi -Family Organics Collection..................................................................................... 44 4.3.6.1 Site Visits, Education and Outreach — Commercial and Multi -Family Organics Recycling ........................ 44 4.3.6.2 Organics Waste Recycling Program Cost..................................................................................................... 47 4.3.7 Roll -off Box Organic Materials Collection Service...................................................................................... 47 4.3.8 Food Rescue and Donation Program............................................................................................................ 47 4.3.9 Contamination Warning Notice — Commercial and Multi -Family Premises Bin Customers ........................ 47 4.3.10 Scout Service .................................................................................................................................................48 4.3.11 Bin Pushout Service...................................................................................................................................... 49 4.3.12 Locking Bins.................................................................................................................................................. 49 4.3.13 Return Trip Fee............................................................................................................................................. 49 4.3.14 On -Call Bulky Item Pickup —Multi -Family Premises with Refuse Bin Service and Commercial Premises Customers.................................................................................................................................................................... 50 4.3.15 Holiday Tree Collection — Multi -Family Bin Customers.............................................................................. 50 4.4 CITY SERVICES CITY GOVERNMENT OPERATIONS)............................................................................................... 50 March 9, 2020 6U 1 _8 5 City of Santa Ana - DRAFT 4.4.1 City- Government Operations........................................................................................................................ 50 4.4.2 Construction and Demolition from City Government Operations................................................................ 50 4.4.3 CiiySponsoredEvents...................................................................................................................................51 4.4.4 Parkway Cleanup Following Garage Sales.................................................................................................. 51 4.4.5 WeeklvAllevCleanups ..................................................................................................................................52 4.4.6 Grant .Administration....................................................................................................................................52 4.4.7 Public Education and Outreach Consultant. ................................................................................................. 52 4.4.8 Batten, RecvclingProgram ...........................................................................................................................53 4.4.9 Procurement of Recovered Organic Waste Products.................................................................................... 53 4.4.9.1 Contractor Warranty of Recovered Organic Waste Products....................................................................... 54 4.5 COMMUNITY SERVICES........................................................................................................................................... 54 4.5.1 Neighborhood Cleanups................................................................................................................................ 54 4.5.2 Household Hazardous Waste Drop -Off Events.............................................................................................54 4.5.3 Shredding Service Event................................................................................................................................55 4.5.4 Compost Giveaway........................................................................................................................................ 55 4.5.5 MedicationTakebackProgram.....................................................................................................................55 4.5.6 Environmental Ambassador Program........................................................................................................... 56 4.6 DIVERSION AND PROCESSING REQUIREMENTS........................................................................................................ 56 4.6.1 Minimum Recvcling Requirements ................................................................................................................56 4.6.2 Organic !!LlaterialsProcessing ......................................................................................................................57 4.6.3 End Uses for Organic Materials................................................................................................................... 57 4.6.4 Bulky Item Diversion..................................................................................................................................... 57 4.6.5 Construction and Demolition Debris Diversion............................................................................................ 58 4.6.6 Diversion of Electronic, Universal and Other Special Wastes......................................................................58 4.6.7 Marketing and Sale of Recyclable Materials................................................................................................58 4.7 OPERATIONS........................................................................................................................................................... 59 4.7.1 Schedules.......................................................................................................................................................59 4.7.2 Missed Pickups..............................................................................................................................................60 4.7.3 Vehicles.........................................................................................................................................................60 4.7.4 Containers.....................................................................................................................................................63 4.7.4.1 Contractor -Provided Carts...........................................................................................................................63 4.7.4.2 Cart Reparab ility or Replacement ................................................................................................................67 4.7.4.3 Bins............................................................................................................................................................... 68 4.7.4.4 Roll-offBozes................................................................................................................................................69 4.7.4.5 Graffiti Removal ............................................................................................................................................69 4.7.4.6 Overflowing Containers................................................................................................................................69 4.7.4.7 Litter Abatement............................................................................................................................................70 4.7.4.8 Collection of Former Contractor's Containers.............................................................................................71 4.7.5 Personnel......................................................................................................................................................71 4.7.5.1 Employment of Former Contractor Employees............................................................................................. 72 4.7.5.2 Job Fair......................................................................................................................................................... 72 4.7.5.3 Identification Required.................................................................................................................................. 72 4.7.5.4 Fees and Gratuities....................................................................................................................................... 72 4.7.6 Non-Discrimination.......................................................................................................................................73 4.7.7 Coordination with Street Sweeping Services................................................................................................. 73 4.7.8 Change in Collection Schedule.....................................................................................................................73 4.7.9 Report of Accumulation of Solid Waste; Unauthorized Dumping.................................................................73 4.8 CONTINGENCY PLAN.............................................................................................................................................. 74 4.9 TRANSPORTATION OF SOLID WASTE....................................................................................................................... 74 4.10 DISPOSAL OF REFUSE.............................................................................................................................................. 74 4.11 FLOW CONTROL OPTION......................................................................................................................................... 75 4.12 COUNTY AGREEMENT............................................................................................................................................. 76 4.11 STATUS OF DISPOSAL SITE...................................................................................................................................... 76 4.14 SOLID WASTE FACILITY CAPACITY GUARANTEE.................................................................................................... 76 4.15 COMMINGLING OF REFUSE COLLECTION ROUTES................................................................................................... 76 4.16 ROUTEAUDIT.........................................................................................................................................................77 March 9, 2020 6U 1 _86 City of Santa Ana - DRAFT 4.17 SERVICE EXCEPTIONS; HAZARDOUS MATERIAL NOTIFICATIONS............................................................................ 78 4.18 CONTRACTOR/CITY MEETINGS............................................................................................................................... 79 ARTICLE5..............................................................................................................................................80 OTHERSERVICES................................................................................................................................................................80 5.1 SERVICES AND CUSTOMER BILLING........................................................................................................................ 80 5.1.1 Residential Curbside Service Unit Billing..................................................................................................... 80 5.1.2 Senior and Mobile Home Low Generator Rate............................................................................................. 80 5.1.3 Multi -Family and Commercial Cart Service, and Multi -Family and Commercial/Industrial Bin Services Billing 80 5.1.4 Roll -Off Billing..............................................................................................................................................81 5.1.5 Special Bin Services and Customer Service Requirements........................................................................... 81 5.1.6 Other Optional Services................................................................................................................................ 81 5.1.7 Review of Billings..........................................................................................................................................81 5.1.8 Suspension of Service Due to Non-Payment................................................................................................. 82 5.2 CUSTOMER SERVICE............................................................................................................................................... 82 5.2.1 Local Office...................................................................................................................................................82 5.2.2 Complaint Documentation ............................................................................................................................83 5.2.3 Resolution of Customer Complaints.............................................................................................................. 83 5.2.4 City Liaison................................................................................................................................................... 84 5.2.5 Route Supervisor........................................................................................................................................... 84 5.3 EDUCATIoNANDPUBLIcAwARENEss...................................................................................................................84 5.3.1 General..........................................................................................................................................................84 5.3.2 AB 341, AB 1826, and SB 1383 Implementation Plan.................................................................................. 85 5.3.3 Implementation and On -going Education Requirements.............................................................................. 86 5.3.4 Community Events......................................................................................................................................... 89 5.3.5 Media Relations............................................................................................................................................89 5.4 WASTE GENERATION/CHARACTERIZATION STUDIES.............................................................................................. 89 ARTICLE 6 COMPANY COMPENSATION AND RATES..............................................................90 6.1 GENERAL................................................................................................................................................................ 90 6.2 INITIAL RATES........................................................................................................................................................ 90 6.3 SCHEDULE OF FUTURE ADJUSTMENTs.................................................................................................................... 90 6.4 METHOD OF ADJUSTMENTS.................................................................................................................................... 91 6.4.1 General..........................................................................................................................................................91 6.4.2 Cost Component and Rate Adjustment Indexes............................................................................................. 91 6.4.3 Rate Adjustment Steps for Curbside Services and Bin Services.................................................................... 92 6.4.4 Rate AdjustmentforPermanent Roll -Off Box...............................................................................................93 6.4.5 Adjustment for Contractor's Monthly Compensation for Other Services ..................................................... 95 6.4.6 Rate Adjustment for Optional Construction and Demolition Roll -Off Box and Bin Services ....................... 95 6.5 EXTRAORDINARYADNSTMEmrs............................................................................................................................ 95 ARTICLE7..............................................................................................................................................97 REVIEW OF SERVICES AND PERFORMANCE.............................................................................................................97 7.1 PERFORMANCE HEARING........................................................................................................................................ 97 ARTICLE8..............................................................................................................................................99 RECORDS, REPORTS AND INFORMATION REQUIREMENTS .................................................................................99 8.1 GENERAL................................................................................................................................................................ 99 8.2 RECORDS................................................................................................................................................................ 99 8.2.1 General..........................................................................................................................................................99 8.2.2 Financial Records.......................................................................................................................................100 8.2.3 Solid Waste Records....................................................................................................................................100 8.2.4 CERCLA Defense Records ..........................................................................................................................101 8.2.5 Disposal Records........................................................................................................................................102 March 9, 2020 60 V 7 City of Santa Ana - DRAFT 8.2.6 Other Programs'Records............................................................................................................................102 8.2.7 Audit............................................................................................................................................................102 8.2.8 Payments and Refunds................................................................................................................................103 8.3 REPORTS...............................................................................................................................................................104 8.3.1 Report Formats and Schedule.....................................................................................................................104 8.3.2 Monthly Reports..........................................................................................................................................104 8.3.3 Quarterly Reports........................................................................................................................................105 8.3.4 Annual Report.............................................................................................................................................106 8.3.5 Financial Report.........................................................................................................................................106 8.4 REPORTING ADVERSE INFORMATION.................................................................................................................... 107 8.5 RIGHT TO INSPECT RECORDS................................................................................................................................ 107 8.6 FAILURE To REPORT............................................................................................................................................. 108 ARTICLE9............................................................................................................................................109 INDEMNIFICATION, INSURANCE AND BOND............................................................................................................109 9.1 INDEMNIFICATION................................................................................................................................................. 109 9.2 HAZARDOUS MATERIAL INDEMNIFICATION.......................................................................................................... 110 9.3 AB 939 INDEMNIFICATION AND GUARANTEE....................................................................................................... 112 9.4 INSURANCE........................................................................................................................................................... 112 9.5 FAITHFUL PERFORMANCE BOND........................................................................................................................... 114 9.6 FAITHFUL PERFORMANCE LETTER OF CREDIT...................................................................................................... 114 9.7 FORFEITURE OF PERFORMANCE BOND.................................................................................................................. 114 9.8 FORFEITURE OF LETTER OF CREDIT...................................................................................................................... 115 9.9 PERFORMANCE SECURITY BEYOND SERVICE TERM.............................................................................................. 115 ARTICLE10..........................................................................................................................................116 CITY'S RIGHT TO PERFORM SERVICE.......................................................................................................................116 10.1 GENERAL..............................................................................................................................................................116 10.2 TEMPORARY POSSESSION OF CONTRACTOR'S PROPERTY...................................................................................... 117 10.3 BILLING AND COMPENSATION TO CITY DURING CITY'S POSSESSION.................................................................... 117 10.4 CITY'S RIGHT TO RELINQUISH POSSESSION........................................................................................................... 118 10.5 CITY'S POSSESSION NOT A TAKING...................................................................................................................... 118 10.6 DURATION OF CITY'S POSSESSION........................................................................................................................ 118 ARTICLE11..........................................................................................................................................120 DEFAULT, REMEDIES AND LIQUIDATED DAMAGES..............................................................................................120 11.1 EVENTS OF DEFAULT............................................................................................................................................ 120 11.2 CRIMINAL ACTIVITY OF CONTRACTOR................................................................................................................. 123 11.3 NOTICE, HEARING AND APPEAL OF CONTRACTOR BREACH-, ........ 123 11.4 LIQUIDATED DAMAGES........................................................................................................................................ 124 11.5 EXCUSE FROM PERFORMANCE.............................................................................................................................. 130 11.6 NOTICE, HEARING AND APPEAL OF CITY BREACH................................................................................................ 131 11.7 ASSURANCE OF PERFORMANCE............................................................................................................................ 132 11.8. CONTRACTOR'S CLAIM OF DEFAULT BY CITY...................................................................................................... 132 ARTICLE12..........................................................................................................................................133 OTHER AGREEMENTS OF THE PARTIES...................................................................................................................133 12.1 RELATIONSHIP OF PARTIES................................................................................................................................... 133 12.2 COMPLIANCE WITH LAw....................................................................................................................................... 133 12.3 GOVERNINGLAw.................................................................................................................................................133 12.4 JURISDICTION........................................................................................................................................................133 12.5 ASSIGNMENT........................................................................................................................................................ 134 12.6 AFFILIATED COMPANIES....................................................................................................................................... 136 12.7 CONTRACTING OR SUBCONTRACTING................................................................................................................... 136 12.8 BINDING ON ASSIGNS............................................................................................................................................ 136 March 9, 2020 6U yi _8 8 City of Santa Ana - DRAFT 12.9 TRANSITION TO NEXT CONTRACTOR.................................................................................................................... 137 12.10 PARTIES IN INTEREST............................................................................................................................................ 138 12.11 WAIVER................................................................................................................................................................138 12.12 CONTRACTOR'S INVESTIGATION........................................................................................................................... 138 12.13 CONDEMNATION...................................................................................................................................................138 12.14 NOTICE.................................................................................................................................................................138 12.15 REPRESENTATIVES OF THE PARTIES...................................................................................................................... 139 12.16 CITY FREE TO NEGOTIATE WITH THIRD PARTIES.................................................................................................. 139 12.17 COMPLIANCE WITH MUNICIPAL CODE.................................................................................................................. 140 12.18 PRIVACY...............................................................................................................................................................140 12.19 COOPERATION FOLLOWING TERMINATION........................................................................................................... 140 12.20 COMPLIANCE WITH IMMIGRATION LAWS.............................................................................................................. 140 12.21 PROPRIETARY INFORMATION, PUBLIC RECORDS................................................................................................... 141 12.22 GUARANTEE OF CONTRACTOR'S PERFORMANCE................................................................................................... 141 ARTICLE13..........................................................................................................................................142 MISCELLANEOUS AGREEMENTS.................................................................................................................................142 13.1 ENTIREAGRFEMENT............................................................................................................................................. 142 13.2 SECTION HEADINGS.............................................................................................................................................. 142 13.3 REFERENCES TO LAWS AND OTHER AGREEMENTS............................................................................................... 142 13.4 INTERPRETATION.................................................................................................................................................. 142 13.5 AGREEMENT......................................................................................................................................................... 142 13.6 SEVERABILITY...................................................................................................................................................... 143 13.7 ExHIBITS..............................................................................................................................................................143 13.8 NoN-WAIVER PROVISION..................................................................................................................................... 143 13.9 ATToRNEYs' FEES................................................................................................................................................143 Exhibits 1. Contractor's Proposal 2. Initial Maximum Rates 3. Example Rate Adjustment Formulas 4. Corporate Guarantee 5. Contractor's Faithful Performance Bond 6. Notary Certification 7. County Waste Disposal Agreement 8. AB 341, AB 1826, and SB 1383 Implementation Plan March 9, 2020 60 yii_89 City of Santa Ana - DRAFT RECITALS This Franchise Agreement ("Agreement') is entered into this day of , 2021, by and between the City of Santa Ana ("City") and ("Contractor"), for the Collection, transportation, Recycling, processing, and Disposal of Solid Waste and other services related to meeting the goals and requirements of the California Integrated Waste Management Act. Recitals WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (AB 939) (California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid Waste handling within their jurisdictions to meet the goals and requirements of AB 939; and, WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City Council of the City of Santa Ana has determined that the public health, safety, and well- being require that an exclusive franchise be awarded to a qualified company for the Collection, transfer and transportation, Recycling, processing, and Disposal of Solid Waste and other services related to meeting the Diversion goals required by AB 939, and other requirements of the California Integrated Waste Management Act; and, WHEREAS, the Legislature of the State of California, in California Public Resources Code Section 41780 et seq., has declared a mandatory commercial Recycling program and that it is the policy goal of the state that not less than 75 percent of Solid Waste generated be source reduced, recycled, or composted by the year 2020, and annually thereafter; and, WHEREAS, the Legislature of the State of California, in California Public Resources Code Section 41781.3 et seq., has declared that as of January 1, 2020, the use of green material as landfill alternative daily cover will no longer constitute diversion through recycling and will instead be considered disposal in terms of measuring a jurisdictions annual 50 percent per capita disposal rate; and, WHEREAS, California Public Resources Code Section 42649 et seq., requires a mandatory commercial organics waste diversion program; and, March 9, 2020 60 1 City of Santa Ana - DRAFT WHEREAS, the Short -Lived Climate Pollutants Bill of 2016 (SB 1383) establishes regulatory requirements for jurisdictions, generators, haulers, solid waste facilities, and other entities to support achievement of state-wide organic waste disposal reduction targets; and, WHEREAS, SB 1383 requires jurisdictions to implement collection programs, meet processing facility requirements, conduct contamination monitoring, provide education, maintain records, submit reports, monitor compliance, conduct enforcement and fulfill other requirements; and, the City has chosen to delegate some of its responsibilities to Contractor, acting as the City's designee, through this Agreement; and, WHEREAS, the City declares its intention of maintaining reasonable rates and quality service related to the Collection, transportation, Recycling, processing, and Disposal of Solid Waste and other services; and, WHEREAS, the current franchise agreement will expire on June 30, 2022; and, WHEREAS, in response to a Request for Proposals, the Contractor has submitted a proposal to the City and the City selected the Contractor on the competitive advantages of that proposal over other proposals received by the City; and WHEREAS, City and Contractor ("Parties') hereto desire to enter said Agreement; and, WHEREAS, City and Contractor are mindful of the provisions of the laws governing the safe Collection, transport and transportation, Recycling, processing and Disposal of Solid Waste, including AB 939, the Resource Conservation and Recovery Act ("RCRA"), and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). City and Contractor desire to leave no doubts as to their respective roles and to memorialize that by entering into this Agreement, City is not thereby becoming an "arranger" or a "generator" as those terms are used in CERCLA, and that it is Contractor, not City, who is "arranging for" the Collection from premises in the City, transport for Disposal, composting or other processing, and Recycling of municipal Solid Waste which may contain Hazardous Material; and further to confirm that as a material inducement to City entering into this Agreement, Contractor has agreed to fully indemnify City in connection with any claims, losses, liabilities, lawsuits or actions relating to the inadvertent or intentional Collection, transportation and/or Disposal of Hazardous Materials that may occur in connection with Contractor's performance under this Agreement, and March 9, 2020 NA-9 A City of Santa Ana - DRAFT WHEREAS, the City Council of the City of Santa Ana, hereby desires that Contractor be engaged to provide for both the Collection of Solid Waste within the corporate limits of the City of Santa Ana and the transportation of such Solid Waste to appropriate places for processing, Recycling, Organics Diversion, and Disposal, and to perform such services on the terms and conditions set forth in this Agreement; and WHEREAS, Contractor has agreed, as part of this Agreement, acting as an independent contractor to provide such personnel, equipment and supplies as are necessary to ensure City complies with the requirements of Public Resources Code Section 49100 et seq., WHEREAS, Contractor agrees to and acknowledges that it shall arrange for the proper Disposal of all Solid Waste Collected in City and City is not instructing Contractor how to Collect, process and dispose of Solid Waste. NOW, THEREFORE, for the reasons recited above, and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: March 9, 2020 6UA_92 City of Santa Ana - DRAFT ARTICLE 1 DEFINITIONS Whenever any term used in this Agreement has been defined by the provisions of Chapter 16, Article II, Section16.29 of the Santa Ana Municipal Code or by Division 30, Part 1, Chapter 2 of the California Public Resources Code, the definitions in the Municipal Code or the Public Resources Code shall apply unless the term is otherwise defined in this Agreement, in which case this Agreement shall control. Except as provided in Article 1, words beginning with lower case letters are being used with their common ordinary meanings, not as defined terms. Otherwise, the following capitalized words and terms used in this Agreement shall have the following respective meanings: 1.1 AB 1594 "AB 1594" means that per California Public Resources Code Section 41781.3 et seq., commencing January 1, 2020, the use of green material as landfill alternative daily cover does not constitute diversion through recycling and shall be considered disposal. 1.2 AB 1826 "AB 1826" means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. 1.3 AB 341 "AB 341" means the California Jobs and Recycling Act of 2011 (Chapter 476, Statutes of 2011 [Chesbro, AB 341]), also commonly referred to as "AB 341," as it may be amended supplemented, superseded, or replaced from time to time. 1.4 AB 939 "AB 939" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seg.), as it may be amended, supplemented, superseded, or replaced from time to time. March 9, 2020 60 4 City of Santa Ana - DRAFT 1.5 Affiliate "Affiliate" means all businesses (including corporations, limited and general partnerships and sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect ownership interest or common management shall be deemed to be "Affiliated with" Contractor and included within the term "Affiliates" as used herein. An Affiliate shall include a business in which Contractor owns a direct or indirect ownership interest, a business which has a direct or indirect ownership interest in Contractor and/or a business which is also owned, controlled or managed by any business or individual which has a direct or indirect ownership interest in Contractor. For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date of this Agreement, shall apply; provided, however, that (i) "ten percent (10%")" shall be substituted for "fifty percent (50%")" in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%") shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Being an Affiliate does not exempt a business from the application of assignment requirements under Section 12.5. 1.6 Agreement "Agreement" means this Franchise Agreement between City and Contractor for Collection, transportation, Recycling, processing and Disposal of Solid Waste, and other services related to meeting the goals and requirements of AB 939, including all exhibits and attachments, and any amendments thereto. 1.7 Applicable Law "Applicable Law" means all statutes, rules, regulations, guidelines, actions, determinations, Permits, orders, or requirements of the United States, State, county, City and local and regional government authorities and agencies having applicable jurisdiction, that apply to or govern the Facility, the Site or the performance of the Parties' respective obligations hereunder, including any of the foregoing which concern health, safety, fire, environmental protection, labor relations, mitigation monitoring March 9, 2020 N i5 _9 w City of Santa Ana - DRAFT plans, building codes, zoning, non-discrimination, and prevailing wages if applicable. All references herein to Applicable Law include subsequent amendments or modifications thereof, unless otherwise specifically limited in this Agreement. 1.8 Billings "Billings" means any and all statements of charges for services rendered in accordance with this Agreement, howsoever made, described or designated by City or Contractor, or made by others for City or Contractor, to Customers in the City. 1.9 Bin "Bin" means a metal Container with hinged lids and wheels with a capacity of less than ten (10) cubic yards. 1.10 Bin Service "Bin Service" means all Solid Waste Handling Services provided by Contractor by means of front -loaded collection Bins. 1.11 Bulky Items "Bulky Items" means Solid Waste that cannot and/or would not typically be accommodated within a Cart including specifically: furniture (including chairs, sofas, mattresses, and rugs); appliances (including refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, small household appliances and other similar items, commonly known as "white goods"); up to twenty (20), thirty (30) gallon bags of green waste (including wood waste, tree branches, scrap wood; electronic equipment (including stereos, televisions, computers and monitors, VCRs, microwaves and other similar items commonly known as "brown goods" and "e-waste");. Bulky Items do not include car bodies, tires, Construction and Demolition Debris or items requiring more than two Persons to remove. Other items not specifically included or excluded above will be Collected provided that they are not more than eight feet in length, four feet in width, or more than 150 pounds. In the event a question ever arises as to whether a specific item or category of items meets the definition of Bulky Items, City shall be responsible to determine whether said definition shall apply, which determination shall be final and binding on the Parties. March 9, 2020 NA_9 5 City of Santa Ana - DRAFT 1.12 CalRecycle "CalRecycle" means the State of California s Department of Resources Recycling and Recovery, and, as this department was structured prior to January 1, 2010, the California Integrated Waste Management Board or CIWMB, as well as any successor agency to CalRecycle. 1.13 Cart "Cart" means a plastic Container with a hinged lid and wheels serviced by an automated or semi -automated truck with a capacity of no less than 30 and no greater than 101 gallons. 1.14 City "City" means City of Santa Ana, California, a municipal corporation, and all the territory lying within the municipal boundaries of City as presently existing or as such boundaries may be modified during the term of this Agreement. 1.15 Collect/Collection "Collect" or "Collection" means to take physical possession, transport, and remove Solid Waste within and from City. 1.16 Commercial "Commercial" refers to services performed at or for Commercial Premises. 1.17 Commercial Premises "Commercial Premises" means Premises upon which business activity is conducted, and any other premises not defined as Residential Premises per Section 1.53 of this Agreement, including but not limited to retail sales, services, wholesale operations, manufacturing and industrial operations, but excluding Residential Premises upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property. Notwithstanding any provision to the contrary herein, in the Santa Ana Municipal Code, or otherwise, for purposes of this Agreement, Premises upon which the following uses (as defined in the Santa Ana Municipal Code) are occurring shall be deemed to be March 9, 2020 60 7 City of Santa Ana - DRAFT Commercial Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential Facilities, Group Care Facilities, Hotels, and Motels. 1.18 Construction and Demolition Debris "Construction and Demolition Debris" or "C&D Material," means any combination of inert building materials and Solid Waste resulting from construction, remodeling, repair, cleanup, or demolition operations as defined in California Code of Regulations, Title 22 Section 66261.3 et seq. This term includes, but is not limited to, asphalt, concrete, Portland cement concrete, brick, lumber, gypsum wallboard, cardboard, and other associated packaging; roofing material, ceramic tile, carpeting, plastic pipe and steel. The material may be commingled with rock, soil, tree stumps; and other vegetative matter resulting from land clearing and landscaping for construction or land development projects. 1.19 Containers "Containers" means any and all types of Solid Waste receptacles, including Carts, Bins, and Roll -off Boxes. 1.20 Contractor "Contractor" means agents, companies and Subcontractors. 1.21 Contractor's Proposal and its officers, directors, employees, "Contractor's Proposal" means the proposal submitted by Contractor to City on , 2020 in response to a Request for Proposals dated 2020. Contractor's Proposal was selected by City based on its competitive advantages over other proposals received, and City specifically relied upon the representations and warranties set forth therein in entering into this Agreement. Contractor's Proposal is attached as Exhibit 1 and incorporated into this Agreement by reference, and Contractor represents and warrants that all representations set forth in such proposal are true and correct. March 9, 2020 NA_97 City of Santa Ana - DRAFT 1.22 Contractor Compensation "Contractor Compensation" means the revenue received by the Contractor from Billings, excluding City fees as defined in Section 3 of this Agreement, in return for providing services in accordance with this Agreement and any amendments to this Agreement. 1.23 CPI "CPI" means the Consumer Price Index ("CPP'), All Urban Consumers Less Food and Energy - US City Average (CUUROOOOSAOLIE). 1.24 Customer "Customer" means the Person having the care and control of any Premises in the City receiving Solid Waste Handling Service from the Contractor pursuant to the terms of this Agreement. 1.25 Disposal "Disposal" means the ultimate disposition of Solid Waste Collected by Contractor at a landfill or otherwise in full regulatory compliance. 1.26 Disposal Site(s) "Disposal Site(s)" means the Solid Waste handling Facility or Facilities utilized for the ultimate Disposal of Solid Waste Collected by Contractor. 1.27 DiverVDiversion "Divert" or "Diversion" means to Divert from Disposal facilities or Transformation facilities (including incineration, pyrolysis, distillation, gasification or biological conversion) through source reduction, Recycling and composting, as provided in Section 41780 of California Public Resources Code as such act may be hereafter amended or superseded provided that Divert or Diversion shall include delivery to Transformation facilities if the overall Diversion achieved by the City is at a level where delivery to such facilities shall be considered Diversion pursuant to the Act. March 9, 2020 NA_98 City of Santa Ana - DRAFT 1.28 Electronic Waste or E-Waste "Electronic Waste" or "E-Waste' means electronic equipment and includes, but is not limited to, stereos, televisions, computers and computer monitors, VCRs, cellular phones, fax machines, household copiers, computer printers, other electronic items with electric plugs that are banned from landfilling, and other similar items commonly known as "brown goods." 1.29 Environmental Law "Environmental Law" means any federal and state statute, county, local and City ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions or permits, licenses and other operating authorizations relating to (i) pollution or protection of the environment, including natural resources, (ii) exposure of Persons, including employees, to Hazardous Materials or other products, raw materials, chemicals or other substances, (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or Commercial activities, or (iv) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and Disposal. 1.30 Executive Director "Executive Director" means the Executive Director of Public Works of the City of Santa Ana, or his or her designate. 1.31 Facility "Facility" means any plant or site, owned or leased and maintained, operated or used by Contractor for purposes of performing under this Agreement. 1.32 Food Waste "Food Waste" means all kitchen and table food scraps, animal or vegetable waste that is generated during or results from the storage, preparation, cooking or handling of food stuffs; discarded compostable paper that is contaminated with Food Waste; fruit waste, grain waste, dairy waste, meat, and fish waste, which has been Source Separated from other Solid Waste. Food Waste is a subset of Organic Materials and excludes Hazardous March 9, 2020 60 -99 City of Santa Ana - DRAFT Waste. 1.33 Franchise "Franchise" means the special right granted by City to operate a public utility for Solid Waste services within the City. 1.34 Franchise Fee "Franchise Fee" means the fee paid by Contractor to City for the right to hold the Franchise for Solid Waste services granted by this Agreement. 1.35 Gross Receipts "Gross Receipts" means and includes all revenues actually received by Contractor arising from, or attributable to, the services provided by Contractor to its Customers in the City pursuant to this Agreement, without deducting Disposal charges or any other cost of doing business. Gross Receipts does not include any revenue received by Contractor from the sales of Recyclable Materials. 1.36 Hazardous Material "Hazardous Material" is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. The term "Hazardous Material' includes, without limitation, any material or substance which is: (i) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (ii) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (iii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act); (iv) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 25501(j) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (v) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (vi) "used oil' as defined under Section 25250.1 of the California Health March 9, 2020 11 City of Santa Ana - DRAFT 60A-100 and Safety Code; (vii) asbestos; (viii) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (ix) defined as waste or a hazardous substance pursuant to the Porter -Cologne Act, Section 13050 of the California Water Code; (x) designated as a "toxic pollutant' pursuant to the Federal Water Pollution Control Act, 33 U.S.C. Section 1317; (xi) defined as " hazardous waste' pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 6901); (xiii) defined as "Hazardous Material' pursuant to the Hazardous Materials Transportation Act 29 U.S.C. Section 5101, et seq.: or (xiv) defined as such or regulated by any "Superfund" or "Superlieri' law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time hereafter, in effect; (xv) defined as "medical waste' or "biohazardous waste" under applicable Federal or State law, excluding Sharps as defined in Section 1.56. 1.37 Household Hazardous Waste ("HHW") "Household Hazardous Waste" or "HHW" means material used in residences that may threaten human health or the environment when improperly discarded and usually has one or more of the following characteristics; flammable, toxic, corrosive, and/or reactive. 1.35 Materials Recovery Facility ("MRF") "Materials Recovery Facility" means a permitted Solid Waste Facility where Solid Wastes or Recyclable Materials are sorted or separated for the purposes of Recycling, processing or composting. 1.39 Mixed Waste Processing "Mixed Waste Processing" means the separation and sorting of recyclables and other recoverable materials from Refuse at a MRF where commingled loads of Solid Waste are processed. March 9, 2020 12 City of Santa Ana - DRAFT 60A-101 1.40 Multi -Family Premises "Multi -Family Premises" means any Residential Premises three (3) or more dwelling units (not including hotels or motels), irrespective of whether residence therein is transient, temporary or permanent. Multi -Family Premises generally receive Solid Waste Handling service through the use of shared Bins, but may use Carts with approval of the Executive Director. 1.41 Orange County Disposal System "Orange County Disposal System' means any landfill owned or operated by the County of Orange, currently including landfills known as Olinda Alpha, Frank R. Bowerman, and Prima Deschecha. 1.42 Organic Materials "Organic Materials" means Food Waste, Yard Waste, and other organic material as defined by CalRecycle, collectively or individually. 1.43 Organic Materials Processing Facility "Organic Materials Processing Facility" means a permitted Facility where Organic Material is sorted, mulched, or separated for the purposes of Recycling, reuse or composting. 1.44 Owner "Owner" means the Person holding the legal title to the real property constituting the Premises to which Solid Waste Collection service is to be provided under this Agreement or the Person holding legal title to the Disposal Site. 1.45 Person "Person" means any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County of Orange, towns, cities, and special purpose districts. March 9, 2020 13 City of Santa Ana - DRAFT 60A-102 1.46 Premises "Premises" means any land, or building in City where Solid Waste is generated or accumulated. 1.47 Rate Year "Rate Year" means the period July 1 to June 30, for each year during the Term of this Agreement. 1.48 Recycling "Recycling" means Collecting, sorting, cleansing, treating, Processing and reconstituting Recyclable Materials for the purpose of reuse or resale. 1.49 Recyclable Materials "Recyclable Materials" means Solid Waste that is Source Separated, or recovered through Mixed Waste Processing, has some potential economic value, and is set aside, handled, packaged, or offered for Collection in a manner different from Refuse in order to allow it to be processed for Recycling. 1.50 Refuse "Refuse" means Solid Waste or debris, except sewage, Construction and Demolition Debris, Recyclable Materials, and/or Organic Materials placed in source -separated Containers for Collection. 1.51 Residential 'Residential' refers to services performed at and for Residential Premises, which include both single-family and Multi -Family Premises. 1.52 Residential Curbside Service Unit "Residential Curbside Service Unit" means each single family residence and duplex unit which receives curbside Collection services using a Cart provided by Contractor. This shall include any Multifamily Premises which does not require Bin Service as determined by the Executive Director of Public Works. Residential Curbside Service Units do not include Commercial Cart service. March 9, 2020 14 City of Santa Ana - DRAFT 60A-103 1.53 Residential Premises "Residential Premises" means Premises upon which dwelling units exist, including, without limitation, single family and multi -family dwellings, apartments, boarding or rooming houses, condominiums, mobile homes, efficiency apartments, and second units. Notwithstanding any provision to the contrary herein, in the Santa Ana Municipal Code, or otherwise, for purposes of this Agreement, Premises upon which the following uses are occurring shall not be deemed to be Residential Premises, and rather shall be deemed to be Commercial Premises: assisted living facilities, convalescent homes, dormitories, extended stay motels, group residential facilities, group care facilities, hotels, motels, and any other businesses not specifically listed at which residency is transient in nature and hence should be classified as Commercial Premises as determined by City on a case by case bases. 1.54 Roll -off Box "Roll -off Box" means Solid Waste Collection Containers of 10-yards or larger. 1.55 SB 1383 "SB 1383" means the Short -Lived Climate Pollutants Act of 2016 (Chapter 395, Statutes of 2016), as it may be amended, supplemented, superseded, or replaced from time to time. 1.56 Sharps "Sharps" means hypodermic needles, pen needles, intravenous needles, lancets, and other devices that are used to penetrate the skin for the delivery of medications. 1.57 Solid Waste "Solid Waste" means all Solid Wastes generated by Residential, Commercial, and industrial sources, including Refuse, Recyclable Materials and Organic Materials, and all Solid Waste generated at construction and demolition sites, and at treatment works for water and waste water, which are Collected and transported under the authorization of the City or are self -hauled by residents or contractors. Municipal Solid Waste does not include agricultural crop residues, mining waste and fuel extraction waste, forestry wastes, ash from industrial boilers, furnaces and incinerators or Hazardous Material, any waste which is not permitted to be disposed of at a Class III March 9, 2020 15 City of Santa Ana - DRAFT 60A-104 landfill and which fall within the definition of "Nonhazardous Solid Waste' set forth in Title 23, Chapter 15, Section 2523(a) of the California Code of Regulations as amended or designated Class II wastes. Materials shall be deemed "Solid Waste" consistent with the meaning of California Public Resources Code Section 40191, and for purposes of this Agreement shall be regulated as such, whether or not they may be potentially Recyclables, in either of the following instances: (a) the material is mixed or commingled with other types of Solid Waste such that more than 65% of the material consists of Solid Waste rather than Recyclables, or (b) the payment of a fee, charge, or other consideration, in any form or amount, is directly or indirectly solicited or received from the generator by any Person or combination of Persons in exchange for Collection, removal, transportation, storage, processing, handling, consulting, Container rental or Disposal services ("fee for service" Recycling), whether or not arranged by or through a subcontractor, broker, agent, consultant, or affiliate of the provider of such service. 1.58 Solid Waste Handling Services "Solid Waste Handling Services" means the Collection, transfer, transport, Recycling, processing, and Disposal of Solid Waste. 1.59 Source Separation/Source-Separated "Source Separation" or "Source -Separated" means the segregation into separate Containers by the Waste Generator of individual components of material which otherwise would become Refuse (such as glass bottles, metal cans, newspapers, plastic containers, etc.) into separate Container(s) for the sole purpose of Recycling of such materials. Source separation includes the segregation of recyclable materials for single stream recyclables Collection. 1.60 State "State" means the State of California. 1.61 Transformation "Transformation" means incineration, pyrolysis, distillation, gasification, or biological conversion other than composting. "Transformation" does not include composting. March 9, 2020 16 City of Santa Ana - DRAFT 60A-105 1.62 Transfer Station "Transfer Station" means a Facility that receives Solid Waste from Collection vehicles and transfers the material to larger vehicles for transport to landfills and other destinations. Transfer Stations may or may not also include MRFs transferring residual Refuse (Refuse left after the sorting of Recyclable Materials) to landfills and Recyclable Materials, including Organic Materials and/or Construction and Demolition debris, to processors, brokers or end -users. 1.63 Universal Waste "Universal Waste" or "u-waste" means any of the following waste that are conditionally exempt from classification as hazardous wastes pursuant to Title 22 of the California Code of Regulations (22 CCR), § 66261.9: (i) batteries as described in 22 CCR § 66273.2; (ii) thermostats as described in 22 CCR § 66273.4; (iii) lamps as described in 22 CCR § 66273.5; and (iv) cathode tube materials as described in 22 CCR § 66273.6; (v) Electronic Waste or e-waste as defined in Section 1.28. 1.64 Waste Generator "Waste Generator" means any Person as defined by the Public Resources Code, whose act or process produced Solid Waste as defined in the Public Resources Code, or whose act first causes Solid Waste to become subject to regulation. 1.65 Yard Waste "Yard Waste" means leaves, grass clippings, brush, branches, and other forms of Organic Materials generated from landscapes or gardens, which have been Source Separated from other Solid Waste. Yard Waste is a subset of Organic Materials and excludes Hazardous Materials." March 9, 2020 17 City of Santa Ana - DRAFT 60A-106 ARTICLE 2 GRANT AND ACCEPTANCE OF FRANCHISE 2.1 Grant and Acceptance of Franchise, Indemnity of Award Subject to the terms and conditions of this Agreement (including but not limited to the exclusions set forth in Section 2.9 hereof) and applicable State laws, and to the rights of State, county and school district facilities to use a Solid Waste enterprise other than Contractor, City hereby grants to Contractor and Contractor hereby accepts from City, for the Term hereof, the exclusive Franchise, right and privilege to provide Solid Waste Handling Services as defined in this Agreement within the boundaries of the City (the "Franchise"). Contractor agrees to and shall timely take all actions that are reasonably necessary to defend the validity and enforceability of this Agreement and shall pay all costs related to such defense. To the maximum extent permitted by law, Contractor shall defend, indemnify, protect and hold harmless, the City, its officers, agents and employees from any and all claims, actions or proceedings to attack, set aside, void, annul or seek monetary damages resulting from an approval by the City of this Agreement, including but not limited to any action brought by referendum or under Proposition 218 (Calif. Const. Art. XIIID) to challenge the City's entry into this Agreement or the setting of Solid Waste rates as set forth in this Agreement. The City shall promptly notify Contractor of any such claim, action, or proceeding. The City and Contractor shall meet in good faith in an effort to come to a mutual agreement for a joint defense; provided that the City shall be entitled to select legal counsel of its choice to conduct the defense if an agreement cannot be reached. Contractor's obligations to pay all costs, defend, indemnify, protect and hold harmless under this section shall not be altered in the event City retains separate counsel. Contractor hereby accepts the Franchise on the terms and conditions set forth in this Agreement. 2.2 Exclusive Nature of Franchise During the term of this Agreement, except as otherwise provided in Section 2.9 below, or as may otherwise be provided by federal or state law, the rights granted to the March 9, 2020 18 City of Santa Ana - DRAFT 60A-107 Contractor under this Agreement shall be exclusive to the Contractor. The City will not let any contract to, or enter into any agreement with, any other Person for the performance of the services herein required to be performed by the Contractor. To the extent permitted under state or federal law, the City shall protect the Contractor's exclusive rights by proper ordinances, and may take action to enforce those ordinances upon request and at the City's sole and absolute discretion. Should the City take administrative, law enforcement, or other legal action against any Person that infringes on the Contractor's exclusive rights, the Contractor shall reimburse the City for its reasonable administrative, law enforcement, or other legal costs related to any such action. To the extent permitted under state or federal law, nothing herein shall preclude Contractor from taking such legal action against third parties as it deems appropriate to protect the exclusive nature of its Franchise. 2.3 Effective Date The effective date of this Agreement shall be thirty (30) days after the date which the City Council approves this Agreement. 2.4 Term of Agreement The term of this Agreement shall be ten (10) years, commencing at midnight July 1, 2022, and expiring at midnight June 30, 2032, subject to extension as provided herein. Notwithstanding the foregoing, the unexcused failure or refusal of Contractor to perform any material term, covenant, obligation or condition contained in this Agreement shall give rise to the right, in favor of City, for earlier termination of this Agreement for cause in accordance with the procedures elsewhere contained herein. 2.5 Extension Period 2.5.1 Mutual Option to Extend City and Contractor may, by mutual agreement, extend the term of the Agreement for an additional five (5) years at the end of the initial ten (10) year term defined in Section 2.4. The mutual option to extend may be exercised by written amendment to this Agreement no sooner than five (5) years prior to the expiration of the initial term described in Section 2.4 and no later than two (2) years prior to the expiration of the initial term defined in Section 2.4. March 9, 2020 19 City of Santa Ana - DRAFT 60A-108 2.5.2 City Option to Extend City, in its sole discretion, may authorize an extension ("Extension Period") of up to thirty-six (36) months. The Extension Period shall be on a month -to -month basis. During the Extension Period, and in addition to rights of termination set forth elsewhere in this Agreement, this Agreement may be terminated by City at any time, without cause, if City gives Contractor a 90-day written notice of termination. City may, upon 90-days' advance written notice to Contractor prior to expiration of the Term of Agreement as defined in Section 2.4, or prior to the expiration of an extended term by mutual agreement under Section 2.5.1, exercise the twenty-four (24) month extension option. If City provides this extension notice, then the Agreement Term will automatically renew on a month -to -month basis, up to a total of twenty-four (24) months, unless earlier terminated pursuant to this Agreement. 2.6 Representations and Warranties of Contractor Contractor hereby covenants, represents, and warrants the following to City for the purpose of inducing City to enter into this Agreement and to consummate the transaction contemplated hereby, all of which shall be true as of the date of this Agreement and as of the Effective Date: a) Contractor is wholly owned by , a corporation duly organized and validly existing as a corporation under the laws of the State of b) Neither the execution of this Agreement nor the delivery by Contractor of services nor the performance by Contractor of its obligations hereunder: (1) conflicts with, violates or results in a breach of any Applicable Law; (2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement (including, without limitation, the certificate of incorporation of Contractor) or instrument to which Contractor is a party or by which Contractor or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument; or (3) will result in the creation or imposition of any encumbrance of any nature whatsoever upon any of the properties or assets of Contractor. c) There is no action, suit or other proceeding as of the date of this Agreement, at law or in equity, or to the best of Contractor's knowledge, any investigation, March 9, 2020 20 City of Santa Ana - DRAFT 60A-109 d) e) f) m before or by any court or governmental authority, pending or threatened against Contractor or [parent/guaranteeing company] which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by Contractor or [parent/guaranteeing company] in connection with the transactions contemplated hereby, or which could materially and adversely affect the ability of Contractor to perform its obligations hereunder or which would have a material adverse effect on the financial condition of Contractor or [parent/guaranteeing company]. Contractor has no knowledge of any Applicable Law in effect as of the date of this Agreement that would prohibit the performance by Contractor of this Agreement and the transactions contemplated hereby. Contractor has made an independent investigation, satisfactory to it, of the conditions and circumstances surrounding this Agreement and the work to be performed by it, and is satisfied that those conditions and circumstances will not impair its ability to perform the work and provide the Collection services required by this Agreement. The information supplied by Contractor in all submittals made in connection with negotiation and execution of this Agreement, including all materials in Exhibits of this Agreement, and all representations and warranties made by Contractor throughout this Agreement are true, accurate, correct and complete in all material respects on and as of the Effective Date of this Agreement. Note that inaccuracies in Contractor's Proposal, such as material omissions of past and pending litigation as requested under the Request for Proposals through which this Agreement was procured, is grounds for termination of this Agreement. Contractor's representative, designated in Section 5.2.4, shall have authority in all daily operational matters related to this Agreement. City may rely upon action taken by such designated representative as action of Contractor unless the actions taken are not within the scope of this Agreement. March 9, 2020 21 City of Santa Ana - DRAFT 60A-110 2.7 PAU 2.9 Conditions to Effectiveness of Agreement The obligation of City to permit this Agreement to become effective and to perform its undertakings provided for in this Agreement is subject to the satisfaction of each and all of the conditions set out below, each of which may be waived in whole or in part by City. a) Accuracy of Representations. Representations and warranties made by Contractor throughout this Agreement are accurate, true and correct on and as of the effective date of this Agreement. b) Absence of Litigation. There is no litigation pending in any court challenging the award of this Franchise to Contractor or the execution of this Agreement or seeking to restrain or enjoin its performance. c) Furnishing of Insurance and Bonds. Contractor has furnished evidence of the insurance and bonds required by Article 9. d) Effectiveness of City Council Action. City's Resolution approving this Agreement shall have become effective pursuant to California law. Delegation of Authority The administration of this Agreement by the City shall be under the supervision and direction of the Executive Director's office and the actions specified in this Agreement, unless otherwise stated, shall be taken by the Executive Director, or his or her designee. Limitations to Scope Notwithstanding any provision to the contrary contained herein, the exclusive Franchise, right and privilege to provide Solid Waste Handling Services at Premises within City granted to Contractor by this Agreement specifically excludes the following services, which services may be provided by Persons other than Contractor and which may be the subject of other permits, licenses, franchises or agreements issued or entered by City: a) The sale or donation of source -separated Recyclable Material and/or Organic Material by the Waste Generator to any Person or entity other than Contractor; provided, however, to the extent permitted by law, if the Generator is required to March 9, 2020 60A22111 City of Santa Ana - DRAFT pay monetary or non -monetary consideration for the Collection, transportation, transfer, or processing of Recyclable Material and/or Organic Material, the fact that the Generator receives a reduction or discount in price (or in other terms of the consideration the Generator is required to pay) shall not be considered a sale or donation as described in Section 16-30(c) of the City of Santa Ands Municipal Code; b) Solid Waste which is removed from any Premises by the Waste Generator, and which is transported personally by such Generator (or by his or her full-time employees, but not a subcontractor) to a processing or Disposal Facility in a manner consistent with all Applicable Laws and regulations; c) Yard Waste removed from a Premises by a gardening, landscaping, or tree trimming company, utilizing its own equipment, as an incidental part of a total service offered by that company rather than as a hauling service; d) The Collection, transfer, transport, Recycling, processing, and Disposal of animal remains from slaughterhouse or butcher shops for use as tallow; e) The Collection, transfer, transport, Recycling, processing, and Disposal of by- products of sewage treatment, including sludge, sludge ash, grit and screenings; f) The Collection, transfer, transport, Recycling, processing, and Disposal of Hazardous Material, Household Hazardous Waste and radioactive waste regardless of its source; g) Construction and Demolition Debris which has accumulated and/or been generated at a temporary construction site and which is removed using a Roll -off Box or Bin, except Construction and Demolition Debris which is generated from City Government Operations which is exclusive to this Agreement; [NOTE: IF COUNCIL ADDS C&D TO AGREEMENT THIS SECTION TO BE REVISED] h) The Collection, transfer, transport, Recycling, processing and Disposal of automobiles and automobile parts by vehicle dismantlers or owners of vehicle salvage yards; i) The Collection, transfer and transport of clean dirt, excepting that which is Collected from City Operations as described in Sections 4.4.1 and 4.4.2; March 9, 2020 60A23112 City of Santa Ana - DRAFT j) Containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act, Section 14500, et. seq. California Public Resources Code; k) The Collection, transfer, transport, Recycling, processing, and Disposal of Solid Waste by City through City officers or employees in the normal course of their City employment; 1) Solid Waste Handling Services for governmental agencies other than City, which may have facilities in City, but over which City has no jurisdiction in connection with the regulation of Solid Waste; and, m) Solid Waste Handling Services for Solid Waste originating outside the City from hauling such Solid Waste over City streets, provided such collectors comply with any governing laws and/or ordinances; and, n) Contractor's right to Collect and/or Dispose of Solid Waste shall not be exclusive in the event of failure to Collect under Article 10 of this Agreement during which Contractor fails to maintain substantially complete regular Collection services pursuant to this Agreement and the Collection schedules then in effect, for any reason, including a strike by Contractor's employees or similar labor dispute. The City may provide for Collection and/or Disposal services from persons other than Contractor during such periods, including Contractor's Bin and/or Roll -off Service Customers. o) Food Waste or other Organic Materials diverted from Disposal by delivery to hog farms or otherwise used as animal feed; p) Edible food recovered for human consumption; and q) Collection services already lawfully provided by another contractor in any territory that has been annexed to the City during the term of this Agreement, as more specifically described in Section 2.14. r) Used motor oil and used motor oil filter Collection services provided under Section 4.2.12. Contractor acknowledges and agrees that City may permit other Persons besides Contractor to Collect any or all types of the Solid Waste listed in this Section 2.9 as March 9, 2020 24 City of Santa Ana - DRAFT 60A-113 exempt from Contractor's Franchise, including Recyclable Materials, without seeking or obtaining approval of Contractor under this Agreement. This grant to Contractor of an exclusive Franchise, right and privilege to Collect, transport, or process and Dispose of Solid Waste shall be interpreted to be consistent with all Applicable Laws, now and during the term of the Franchise, and the scope of this exclusive Franchise shall be limited by current and developing Applicable Laws with regard to Solid Waste handling, exclusive Franchise, control of Recyclable Materials, Solid Waste flow control, and related doctrines. In the event that future interpretations of current law, enactment or developing legal trends limit the ability of City to lawfully provide for the scope of Franchise services as specifically set forth herein, Contractor agrees that the scope of the Franchise will be limited to those services and materials which may be lawfully provided for under this Agreement, and that City shall not be responsible for any lost profits claimed by Contractor to arise out of further limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial impact to other services being provided as much as possible. 2.10 City's Right to Direct Changes 2.10.1 General City may direct Contractor to perform additional services (including new Diversion programs, etc.) or modify the manner in which it performs existing services or bills for services. Pilot programs and innovative services which may entail new Collection methods, and different kinds of services and/ or new requirements for Waste Generators are included among the kinds of changes which City may direct. Contractor acknowledges that State law may increase the Diversion requirement during the term of this Agreement and Contractor agrees to propose services to meet such Diversion requirements. Contractor shall be entitled to an adjustment in its Contractor Compensation for providing such additional or modified services, if Contractor demonstrates that its cost of service would increase, as set forth in Sections 2.10.2 and 2.10.3. City may utilize cost components included in the Contractor's Proposal in calculating equitable rate adjustments. If City and Contractor cannot agree on compensation for new or additional services, then City may contract with other parties for such services, which shall be considered exempt from the exclusivity provisions of Section 2.2. March 9, 2020 60A25114 City of Santa Ana - DRAFT 2.10.2 New Diversion Programs Contractor shall present, within sixty (60) days of a request to do so by City, a proposal to provide additional or expanded Diversion services. The proposal shall contain a complete description of the following: • Collection methodology to be employed (equipment, manpower, etc.). • Equipment to be utilized (vehicle number, types, capacity, age, etc.). • Labor requirements (number of employees by classification). • Type(s) of Containers to be utilized. • Type(s) of material to be Collected. • Provision for program publicity/education/marketing. • Projection of the annual financial results of the program's operations in an operating statement format including documentation of the key assumptions underlying the projections and the support for those assumptions. • Any other information reasonably requested by the Executive Director. 2.10.3 City's Right to Acquire Services Contractor acknowledges and agrees that City may permit other Persons besides Contractor to provide additional Solid Waste services not otherwise contemplated under this Agreement. If pursuant to Sections 2.10.1 and 2.10.2, Contractor and City cannot agree on terms and conditions of such services within ninety (90) days from the date when City first requests a proposal from Contractor to perform such services, Contractor acknowledges and agrees that City may permit Persons other than Contractor to provide such services. 2.11 Ownership of Solid Waste and City's Right to Direct Solid Waste Once Solid Waste is placed in Containers and properly placed at the designated Collection location, ownership and the right to possession shall transfer directly from the Waste Generator to Contractor by operation of this Agreement and City ordinance. Subject to Contractor's objective to meet the Source Reduction and Recycling goals March 9, 2020 6OA26115 City of Santa Ana - DRAFT which apply to City and City's right to direct Contractor to process and dispose of Solid Waste at a particular licensed Solid Waste Facility or to dispose of Solid Waste at a particular licensed Disposal Site, if and only if City exercises such right by providing specific written direction to Contractor, Contractor is hereby granted the right to retain, Recycle, process, Dispose of, and otherwise use such Solid Waste, or any part thereof, in any lawful fashion or for any lawful purpose desired by Contractor; this does not impact Contractor's right to retain Recyclable Materials revenue under Section 4.6.7. Subject to the provisions of this Agreement, Contractor shall have the right to retain any benefit resulting from its right to retain, Recycle, process, Dispose of, or reuse the Solid Waste which it Collects. Solid Waste which is delivered to a Disposal Site or sites (whether landfill, Transformation Facility, Transfer Station, Organic Materials Processing Facility or Material Recovery Facility) shall become the property of the Owner or operator of the Disposal Site(s) once deposited there by Contractor. City may obtain ownership or possession of Solid Waste placed for Collection upon written notice of its intent to do so, however, nothing in this Agreement shall be construed as giving rise to any inference that City has such ownership or possession unless such written notice has been given to Contractor. City has the option to provide written direction to the Contractor specifying a Facility for handling, processing, and Disposal of Solid Waste. If City directs Contractor to a Facility other than a Facility listed in this Agreement, or otherwise requested by Contractor, and in doing so it adversely affects the ability of the Contractor to meet either or both of the requirements of Section 9.3 and Section 4.6.1, then in this event the City and Contractor shall meet and confer and mutually agree on revised obligations for Sections 9.3 and 4.6.1. The foregoing notwithstanding, in the event City directs Contractor to a Facility other than a Facility listed in this Agreement or otherwise requested by Contractor, then Contractor shall be entitled to a rate adjustment based upon any increase or decrease in costs associated with handling, processing, Disposal and transportation. 2.12 Contractor Status Contractor represents and warrants that it is duly organized, validly existing and in good standing under Applicable Laws. It is qualified to transact business in the State of California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. March 9, 2020 27 City of Santa Ana - DRAFT 60A-116 2.13 Contractor Authorization Contractor represents and warrants that it has the authority to enter into and perform its obligations under this Agreement. The Board of Directors or partners of Contractor (or the shareholders, if necessary) have taken all actions required by Applicable Law, its articles of incorporation, and its bylaws or otherwise to authorize the execution of this Agreement. The Persons signing this Agreement on behalf of Contractor have authority to do so. Contractor shall authorize one employee for the City as a single point of contact for issues arising under this Agreement. City may accept that this employee's actions are taken on behalf of and with the full approval of the Contractor. 2.14 Annexations This Agreement extends to any territory annexed to the City during the term of this Agreement except to the extent that Collection by Contractor within that annexed territory would violate the provisions of Public Resources Code Section 49520. In such event, this Agreement shall become effective as to such area at the earliest possible date permitted by law, and City agrees that it shall cooperate with Contractor to fulfill any requirement necessary for Contractor to serve the annexed area consistent with this paragraph. 2.15 Permits and Licenses Contractor shall acquire and maintain all necessary permits and licenses for the Collecting, transporting, Recycling, processing, disposing, and storing of Solid Waste as required under this Agreement. Failure to maintain all required permits shall be deemed a material breach of contract for which City may terminate this Agreement as provided in Section 11.3. Contractor must follow requirements of the Santa Ana Municipal Code, including, but not limited to, obtaining a City of Santa Ana business license. March 9, 2020 60A28117 City of Santa Ana - DRAFT ARTICLE 3 FRANCHISE FEE, NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM FEE, VEHICLE IMPACT FEE, & ADMINISTRATIVE FEE In addition to any other consideration set forth herein, as part of its consideration for entering into this Agreement, and for the exclusive Franchise, right and privilege to provide Solid Waste Handling Services as specified herein, Contractor shall provide the following: 3.1 Franchise Fee Contractor shall pay to the City a Franchise Fee based on the Gross Receipts received by Contractor from Customers direct -billed by Contractor. The Franchise Fee is now set at an amount equal to percent [amount to be based on proposal Exhibit 4-El of said Gross Receipts for Customers direct -billed by Contractor. This amount may be increased by resolution of the City Council and, whenever said Franchise Fee is increased by resolution of the City Council, Contractor shall be permitted to pass through to Customers direct -billed by Contractor one hundred percent (100%) of the amount of such increase. Invoices submitted to Customers by Contractor shall not reference the aforementioned Franchise Fee. The Parties acknowledge that this Franchise Fee reflects the reasonable value of the public right-of-way franchise rights granted to Contractor pursuant to this Agreement, as determined through good -faith negotiation of this Agreement. Concurrent with each Franchise Fee payment, Contractor shall provide an accounting worksheet showing the breakout of receipts by line of service and calculation of the Franchise Fee in a format approved by the City. 3.2 National Pollutant Discharge Elimination System (NPDES) Fee The City has an established National Pollutant Discharge Elimination System (NPDES) program that is designed to minimize any pollutants discharged into the City's storm drain system. The City conducted a study and found a nexus between the NPDES program and its storm drain infrastructure maintenance and cleaning to Solid Waste Collection. Refuse and debris that is generated on residential and non-residential parcels and not placed in appropriate containers for pick-up, is carried through the City's curb and gutter system to catch basins where it is captured by trash screen devices or ends up in the storm drain infrastructure, where it is extracted and disposed of. The City bears significant annual costs for these activities due to Solid Waste March 9, 2020 29 City of Santa Ana - DRAFT 60A-118 impacts. The study identified the figure below as the City's cost of the NPDES program that may be reasonably apportioned to the cost of providing Solid Waste services. To reimburse the City for storm drain infrastructure maintenance and cleaning of Solid Waste, Contractor shall pay to the City an NPDES Fee in the amount of one million, ten thousand dollars ($1,010,000) annually as adjusted herein. The NPDES Fee shall be paid in twelve monthly installments over the course of each Rate Year, beginning with the Rate Year starting July 1, 2022. The July 1, 2022 Rate Year monthly payments will be eighty-four thousand, one hundred sixty-six dollars and sixty-seven cents ($84,166.67) due under the terms of Section 3.5. The foregoing notwithstanding, beginning with Rate Year 2 (July 1, 2023) and for all subsequent Rate Years, the amount of the NPDES Fee shall be adjusted annually to reflect the change in the average annual CPI for the twelve (12) month period ending December. If there is no increase in the CPI or if the CPI decreases, the NPDES Fee shall remain unchanged from the previous Rate Year. 3.3 Vehicle Impact Fee The City is adopting a vehicle impact fee program. The primary purpose of the vehicle impact fee program is to provide funding for necessary improvements to the City's streets to offset the "wear and tear" impact of heavy vehicle travel thereon. The City commissioned a study to assess the impact heavy vehicles travelling within the City have on City streets. The study concluded that approximately 38.1% of the "wear and tear" impact is due to refuse trucks and related heavy vehicles travelling on City streets, equivalent to $7,652,310 of impact annually. As such, the study concluded that the costs of maintaining City streets to offset these impacts may be fairly apportioned to the cost of providing Solid Waste services. The amount identified below reflects less than 30% of maximum costs the City could recover according to the study. To reimburse the City for the costs of road maintenance due to the use of Contractors Solid Waste Collection vehicles on City streets, Contractor shall pay two million, two hundred sixty-six thousand, six hundred and sixty-six dollars ($2,266,666) annually as adjusted herein. The Vehicle Impact Fee shall be paid in twelve monthly installments over the course of each Rate Year, beginning with the Rate Year starting July 1, 2022. The July 1, 2022 Rate Year monthly payments will be one hundred eighty-eight thousand, eight hundred, eighty-eight dollars and eighty-three cents ($188,888.83) due under the terms of Section 3.5. The foregoing notwithstanding, beginning the Rate Year 2 (July 2, 2023) and for all subsequent Rate Years, the amount of the Vehicle Impact Fee March 9, 2020 30 City of Santa Ana - DRAFT 60A-119 shall be adjusted annually to reflect the change in the average annual CPI for the twelve (12) month period ending December. If there is no increase in the CPI or if the CPI decreases, the Vehicle Impact Fee shall remain unchanged from the previous Rate Year. 3.4 Administrative Fee The City has analyzed its annual budgeted costs to bill residential accounts and for general administration of this Agreement. These costs are typically paid from the City's General Fund even though these services benefit the Solid Waste franchise, and therefore the costs may be reasonably allocated to and recovered from the Solid Waste franchise. In order to offset a portion of the City's costs to perform residential customer billing and administer this Agreement, Contractor shall pay to the City an Administrative Fee in the amount of two million, three hundred twenty-six thousand, and eight hundred dollars ($2,326,800) annually as adjusted herein. The Administrative Fee shall be paid in twelve monthly installments over the course of each Rate Year, beginning with the Rate Year starting July 1, 2022. The July 1, 2022 Rate Year monthly payments will be one hundred ninety-three thousand, and nine hundred dollars ($193,900) due under the terms of Section 3.5. The foregoing notwithstanding, beginning with Rate Year 2 (July 1, 2023) and for all subsequent Rate Years, the amount of the Administrative Fee shall be adjusted annually to reflect the change in the average annual CPI for the twelve (12) month period ending December. If there is no increase in the CPI or if the CPI decreases, the Administrative Fee shall remain unchanged from the previous Rate Year. 3.5 Time and Method of Fee Payments to City On or before the thirtieth (30th) day following the end of each calendar month, during the Term of this Agreement, Contractor shall remit to City the Franchise Fee, NPDES Fee, Vehicle Impact Fee, and Administrative Fee as described in Sections 3.1 through 3.4. The fee payments shall be submitted with an itemized statement identifying the amount of each fee. If the fees are not paid to the City on or before the thirtieth (30th) day following the end of the calendar month, Contractor shall pay to City a penalty in an amount equal to ten percent (10%) of the amount of each delinquent fee, or portion thereof, owing for that month. Contractor shall pay an additional ten percent (10%), on any unpaid balance for each following thirty (30) day period the fees remain unpaid. Late payment penalties shall not be included in any revenue requirement. March 9, 2020 31 City of Santa Ana - DRAFT 60A-120 Each monthly Franchise Fee remittance to City shall be accompanied by a statement detailing Gross Receipts from Customers direct -billed by Contractor for the period covered from all operations conducted or permitted, pursuant to this Agreement. In addition, Contractor shall maintain copies of all Billing and Collection records for five (5) years, following the date of billing, for inspection and verification by City at any reasonable time upon request. March 9, 2020 60A32121 City of Santa Ana - DRAFT ARTICLE 4 DIRECT SERVICES 4.1 Services to be Provided by Contractor - General The work to be done by Contractor pursuant to this Agreement shall include, but not be limited to, the furnishing of all labor, supervision, equipment, materials, supplies, and all other items necessary to perform the services required. The enumeration of, and specification of requirements for, particular items of labor or equipment shall not relieve Contractor of the duty to furnish all others, as may be required, whether enumerated elsewhere in the Agreement or not. The work to be done by Contractor pursuant to this Agreement shall be accomplished in a thorough and professional manner so that Customers within City are provided reliable, courteous and high -quality Solid Waste Handling Services at all times. The enumeration of, and specification of requirements for, particular aspects of service quality shall not relieve Contractor of the duty of accomplishing all other aspects in the manner provided in this section, whether such other aspects are enumerated elsewhere in the Agreement or not. 4.2 Residential Curbside Service Unit Services 4.2.1 Residential Curbside Service Unit Refuse Collection Contractor shall provide all Residential Curbside Service Unit Customers with one 96- gallon Refuse Cart. Customers may request a smaller 64-gallon or 35-gallon Refuse Cart. See Section 4.7.4.1 for Cart selection procedures. Additional Refuse Carts may be requested for a monthly fee per Cart in accordance with the approved rate schedule. Collection frequency shall be not less than once per week from Contractor -provided Refuse Carts placed at a suitable location, which is typically on the street adjacent to the curb or along an alley with street access at both ends, unless otherwise approved by the Executive Director. If there is a dispute between a Customer and Contractor as to whether Refuse Cart or Bin Service shall be provided, or the proper location for Refuse Cart placement, City will make the final determination. March 9, 2020 60A33A nn City of Santa Ana - DRAFT 4.2.2 Cart Overage Customers may periodically generate more Solid Waste than will fit in the Refuse Cart(s). Customers may contact Contractor to have extra waste Collected as a Bulky Item pickup under Section 4.2.10. Items left adjacent to Carts on regularly scheduled Collection days that have not been scheduled as a Bulky Item pickup, shall be counted as a Bulky Item pickup as described in Section 4.2.10. Contractor to Collect items and leave a notice on Customer's Refuse Cart notifying the Customer of the proper procedures to schedule a Bulky Item pickup. 4.2.3 Residential Curbside Service Unit Recyclable Materials Collection [NOTE: MATERIALS TO BE UPDATED BASED ON SUCCESSFUL PROPOSER'S PROPOSAL] Contractor shall provide all Residential Curbside Service Unit Customers receiving Cart Refuse Collection with a 96- gallon Cart for Collection of Recyclable Materials. Customers needing smaller Containers may request 64-gallon or 35-gallon Recycling Carts. Additional Recycling Carts may be requested for a monthly fee per Cart in accordance with the approved rate schedule. Recyclable Material Collection from Cart Customers within the City shall be a minimum of once each week, on the same day as Refuse Collection, and from the same set -out location as Refuse Containers. Contractor is responsible for moving all Recycling Carts as necessary for Collection, and then returning them to their original location. At a minimum, Recyclable Material Collected from Cart Customers shall include, but not be limited to: glass, tin, aluminum, PET, HDPE, narrow neck plastics, newspaper, mixed paper (including junk mail, phone books, and magazines), cardboard, and any additional materials that can be recovered and Recycled. Contractor and the City may meet and confer from time to time to re-evaluate this Recyclable Material list and to consider any amendments to it, based upon new or enhanced recycling technologies. Contractor shall ensure that all public education and outreach is updated to reflect materials that may be placed in Recyclable Materials Containers as they change during the term of this Agreement. Residential Recyclable Materials Collection shall be on the same day of the week as Refuse Collection service. March 9, 2020 34 City of Santa Ana - DRAFT 60A-123 4.2.4 Residential Curbside Service Unit Organic Materials Collection [DETAILS OF COLLECTION PROGRAM TO BE INCLUDED IN COMPANY'S PROPOSAL] Contractor shall provide a Residential Curbside Unit Organics Collection program sufficient to enable City and Customers to meet or exceed the requirements of SB 1383 as of the start of Collection services under this Agreement. Contractor is required to implement a program to Divert Residential Food Waste from Residential Curbside Service Unit Customers, either co -collected with Yard Waste or separately Collected. Contractor shall provide weekly Collection of Organic Materials on the same day as Refuse Collection from the same set -out location as Refuse Carts. Contractor shall Collect Organic Materials placed in Contractor -provided Carts. The standard Organics Cart size is 96 gallons but customers may request a 64-gallon or 35-gallon Cart. Additional Organics Carts may be requested for a monthly fee per Cart in accordance with the approved rate schedule. Contractor is responsible for moving all Containers as necessary for Collection, and then returning them to their original location. Contractor shall have an Organic Materials Recycling program whereby it, at a minimum, Collects the types of Organic Materials required by CalRecycle for Residential Cart Customers. Contractor shall provide to the City a list of Organic Materials to be collected from Residential Curbside Service Unit Customers upon execution of this Agreement. Contractor shall ensure that all public education and outreach is updated to reflect materials that may be placed in Organics Materials Containers as they change during the term of this Agreement. 4.2.5 Senior and Mobile Home Low Generator Customers Contractor shall provide senior residents, as described in Section 5.1.2, and residents living in mobile home communities, both of which must live in households with no more than two persons and are low trash generators, a 35-gallon Refuse, Recycling, and Organics Cart. Senior Residents, and Residents living in mobile home communities, and receiving the Senior and Mobile Home Low Generator Rate (Section 5.1.2), are not eligible to receive additional Carts. 4.2.6 Section Deleted 4.2.7 Contamination Warning Notice - Residential Curbside Service Unit March 9, 2020 60A35� 24 City of Santa Ana - DRAFT Customers Contractor is responsible for visually inspecting Containers for the Collection of Recyclables and Organics as may be necessary to determine whether the content is contaminated with non -Recyclable or non -Organic Solid Waste. Additionally, Contractor shall perform contamination monitoring, route reviews, and inspections in compliance with the CalRecycle requirements under SB 1383. The Recycling Containers shall be considered contaminated if it contains more than ten percent (10%) non -Recyclable material by weight. The Organics Containers shall be considered contaminated if it contains more than ten percent (10%) non -Organic material by weight. Contractor shall warn Customers who have non -Recyclable Materials or Organic Materials in their Recycling Container, Non -Organic Materials in their Organic Materials Container, or Organic Materials or Recyclables in their Refuse Containers as required by CalRecycle under SB 1383. a) 1st and 2nd instance: Contractor shall take photograph(s) of Cart content, collect the material from the Cart, leave a courtesy notice approved by the City that explains why the material collected was non -conforming, and notify the City. The written notice shall also explain the policy for non -conforming materials, recommend corrective action, explain the consequences for repeated instances, and any other information required by CalRecycle. b) 3rd and subsequent instances: In addition to the requirements under the Pt and 2nd instance, Contractor shall have the option of requesting that the City assess a Residential Curbside Service Unit Contamination Fee included in the approved rate schedule. 4.2.8 Holiday Tree Collection Program Except as provided herein, Contractor shall collect all holiday trees discarded by Residential Curbside Service Units on the first three regularly scheduled weekly Collection days after Christmas Day, at no additional charge. After this period, trees will be Collected as Bulky Items under Section 4.2.10. Trees under six (6) feet in length will be Collected and diverted without Customers needing to cut them. Contractor may require that Customers with larger trees cut the trees to pieces no longer than six (6) March 9, 2020 60A36� 25 City of Santa Ana - DRAFT feet, and that tinsel, ornaments and stands be removed prior to placement at Collection point (curb or as otherwise determined by Customer and Contractor). Contractor will Divert all holiday trees properly set out from landfilling. Contractor shall have no obligation to Collect larger trees if they have not been cut into pieces no longer than six (6) feet. Holiday trees with tinsel, ornaments or stands attached may be landfilled. 4.2.9 Walk -Out Service Contractor shall provide walk -out service to disabled individuals at Residential Curbside Service Units, consisting of removing Refuse, Recycling and Organics Carts from Customer's storage area, placing the Carts out for Collection, and returning Carts to Customer's storage area after Collection, ensuring that all doors or gates are closed securely. This service is provided at no additional charge to disabled Customers subject to the criteria below. To be eligible for this service, the Customer at the Residential Curbside Service Unit shall have a DMV issued disabled person placard or license plate or provide a letter to Contractor from a licensed physician certifying that he or she is unable to move his/her Carts to the curb. For all forms of eligibility, Customer must certify that there is no other capable person living in the Residential Curbside Service Unit. If eligibility is established by a physician certification, Contractor may require each eligible person at the Residential Curbside Service Unit to provide a new letter from a physician on an annual basis in order to maintain eligibility for walk -out service. Contractor shall provide walk -out service to other than disabled individuals at the request of the Customer, for a monthly fee as defined in the approved rate schedule. Contractor may require as a condition of walk -out service that a Customer sign a standardized agreement, the terms of which shall be subject to City's approval, which authorizes entry onto the Residential Curbside Service Unit premises serviced under Customer's account and holds Contractor harmless from liability (including specifically liability related to pets escaping) associated with Contractor providing such service. Contractor will notify all Residential Curbside Service Unit Customers annually, beginning within thirty (30) days of effectiveness of this Agreement, of this Collection option and submit, for approval, a draft notification to City prior to distribution to Customers. New Customers shall be notified of this option upon initiation of new Collection services. March 9, 2020 37 City of Santa Ana - DRAFT 60A-126 4.2.10 On -Call Bulky Item Pickup - Residential Curbside Service Unit Customers Contractor shall provide Bulky Item pickup service to all Residential Curbside Service Unit Customers. Each Residential Curbside Service Unit Customer shall be entitled to four (4) Bulky Item pickups per Rate Year at no additional charge. Contractor shall provide assistance of removal of Bulky Items on private property to senior citizens and the disabled at no additional cost. Customers may put out up to four (4) Bulky Items at each pickup, or four (4), thirty (30) gallon bags of Refuse, or twenty (20), thirty (30) gallon bags of Yard Waste. Contractor shall Collect all Bulky Items as defined in Section 1.11 including items referred to as Electronic Waste or "e-waste' as defined in Section 1.28. The following provisions shall apply to this program: • No single item that cannot be handled by two workers will be accepted. • The following items will not be picked up: Hazardous Materials (including u-waste but excepting e-waste), waste oil or anti -freeze. For the purposes of this section, items referred to as "e-waste' are not considered hazardous. Requests by Residential Curbside Service Unit Customers for such Collections shall be made directly to the Contractor who shall provide satisfactory telephone message receiving, transmitting and response procedures and shall be responsible for maintaining a log of such large item collections. On -call Bulky Item Collection requests shall be responded to by Contractor within a reasonable time but no more than five (5) working days after such a request is received. Residential Curbside Service Unit Customers that exceed the number of free pickups may receive Bulky Item Collection under the same terms for a fee, in accordance with the approved rate schedule, and shall be billed directly by Contractor. Contractor will notify all Residential Curbside Service Unit Customers of this service annually, beginning within thirty (30) days of effectiveness of this Agreement. New Customers shall be notified of this service upon request of Collection services. Contractor to develop a warning notice to inform Customers who set out Bulky Items without contacting Contractor and that exceed the number of items per pickup, or the number of pickups per year, that they may incur a charge in accordance with the approved rate schedule. March 9, 2020 60A38A �7 City of Santa Ana - DRAFT 4.2.11 Sharps Collection Program Contractor shall deliver or arrange for delivery to Customers, at no additional charge, within one week of request, a pre -paid, postage -paid mail -back container to safely collect Sharps and send Sharps for proper disposal. Residents are limited to four (4) containers at no additional charge per year. Each container shall be of adequate volume to accommodate the needs of a diabetic person for a three month period. 4.2.12 Used Motor Oil Recycling and Used Motor Oil Filter Collection Contractor shall Collect and Recycle used motor oil and used motor oil filters placed curbside by Refuse Carts on collection day. Contractor may instruct Customers to call - in for this service at least two business days (excluding Saturday, Sunday and holidays listed in Section 4.7.1) in advance. Contractor shall provide used motor oil Recycling containers and used motor oil filter Recycling bags to Customers upon request. Upon Collection of used motor oil, Contractor shall leave an empty container and oil filter Recycling bag. Contractor shall include in its public education materials the availability of this program and the free used motor oil containers and bags, and how to properly place the oil and filters for Collection. Contractor shall bill the City once per month for its costs associated with the Collection and Recycling of used motor oil and used motor oil filters in accordance with the approved rate schedule. Used motor oil Recycling containers and used motor oil filter Recycling bags are purchased by the City. City may elect to reduce or eliminate the used motor oil and used motor oil filter Recycling program and related Contractor compensation if grant funds are insufficient or not available. City may also elect to have a different contractor provide these services. 4.2.13 Universal Waste Collection Contractor shall provide a toll free number for Residential Curbside Service Unit Customers to schedule a Universal Waste pickup. Contractor shall collect the following Universal Waste items from Residential Curbside Service Unit Customers: • Electrical or electronic items (including televisions, stereos, computers, printers, cell phones and microwaves) • Household batteries • Automotive batteries March 9, 2020 39 City of Santa Ana - DRAFT 60A-128 • Mercury thermometers, switches • Fluorescent and compact fluorescent light bulbs Contractor shall instruct Residential Curbside Service Unit Customers to leave the materials on their door step or near their garage on the scheduled Collection date. Assistance will be provided to disabled Customers. A receipt will be left for all materials Collected per stop. Contractor shall provide public education and outreach of this program through the initial mailing, workshops, annual brochures/ mailings, the Santa Ana Green Quarterly Newsletter, Contractor's webpage, and community events as described in Sections 5.3.3 and 5.3.4. Contractor shall provide this service at no additional charge. 4.2.14 Recycling Reward Program On a quarterly basis, Contractor and City staff will choose four residences that have placed uncontaminated Recycling out for Collection. Contractor shall provide a $25 gift card, approved by the City, for the selected residences. 4.3 Commercial and Multi -Family Services This section describes Service provided to Commercial Customers, and Multi -Family Customers that are not Residential Curbside Service Units. 4.3.1 Commercial and Multi -Family Customer Refuse Collection Contractor shall provide Bin Refuse Service to Multi -Family Premises Customers and Commercial Customers. Contractor shall Collect and remove all Refuse that is placed in Bins from the property of Customers receiving Bin Service, at least once per week and more frequently if required to handle the waste generated at the Premises where the Bins are located, or if requested by Customer. Minimum Container capacity requirements are described in Section 16-37 of the City of Santa Ands Municipal Code. Special consideration shall be given when determining the pickup areas to ensure that the flow of traffic is not impeded. Repeated, reasonable public complaints about unreasonable interference with traffic flows may constitute a default or violation of this Agreement. March 9, 2020 40 City of Santa Ana - DRAFT 60A-129 Customers may lease from Contractor or third parties compaction equipment that may be attached to Bins. The provision of compaction equipment is outside the scope of this Agreement. Collection of Bins using these devices remains within the scope of this Agreement unless otherwise excluded per Section 2.9. 4.3.2 Commercial Cart Service As an alternative to the requirements of Section 4.3.1, Contractor shall offer Collection in Refuse Carts to Customers at Multi -Family and Commercial Premises that do not have space for, or do not generate enough waste to require the use of Bins for Collection in accordance with the approved rate schedule. If Contractor and Customer have a disagreement as to whether Cart service is appropriate, or if City determines that Collection in Carts causes health and safety or other concerns, City shall make the final determination as to whether Collection in Carts may occur. Multi -Family Premises with a Homeowners' Association may request Cart service upon approval by the Executive Director, and shall be charged the Residential Curbside Service Unit rates included in the approved rate schedule. Commercial and Multi -Family Premises Customers that receive Refuse Carts, shall also receive a Recycling Cart at no additional charge. 4.3.3 Roll -off Box Service Contractor shall provide exclusive (as limited by Section 2.9) permanent and temporary Roll -off Box Collection (excluding Temporary Construction and Demolition service) service upon request. Contractor must deliver a temporary Roll -off Box to a Customer within two business days (excluding Saturday, Sunday and holidays listed in Section 4.7.1) of request. Special request to empty Roll -off Boxes outside of regularly scheduled Collections shall be performed within one business day. Contractor will provide standard 10, 30 and 40-cubic-yard standard Roll -off Boxes. The provision of compactor Roll -off Boxes, which are enclosed Containers attached to a compaction devise, is not included in this Agreement. Providing service to such compactor Roll -off Boxes is included. Contractor shall transport and process Roll -off loads at a MRF in compliance with CalRecycle and acceptable to the City. hi the event that Contractor is unable to provide temporary service to any Customer within five (5) business days (excluding Saturday, Sunday, or holidays listed in Section March 9, 2020 41 City of Santa Ana - DRAFT 60A-130 4.7.1), Executive Director may permit any other licensed hauler to provide service if, but only if, Contractor has not provided service within twenty-four (24) hours after reasonable notification by Executive Director. 4.3.4 Temporary Bin Service Contractor shall provide exclusive (as limited by Section 2.9) temporary Bin Service to Customers upon request. Contractor must deliver a temporary Bin to a Customer within two business days (excluding Saturday, Sunday or holidays listed in Section 4.7.1), if requested by 12:00 noon; otherwise delivery shall be no later than the second day. Rates for temporary Bin Service are listed separately in the approved rate schedule. 4.3.5 Commercial and Multi -Family Recycling Contractor shall provide Source -Separated Recycling using Bins or Carts for Commercial and Multi -Family Refuse Bin Customers requesting such service in accordance with the approval rate schedule. 4.3.5.1 Site Visits, Education and Outreach Commercial and Multi -Family Recycling Contractor will promote Commercial and Multi -Family Recycling programs and assist the City in providing reports on Customers' Recycling efforts. Contractor shall conduct the planned tasks, and procedures contained in Exhibit 8 "AB 341, AB 1826, and SB 1383 Implementation Plan," based on the schedule included in Exhibit 8. Beginning July 1 of the first contract year, and annually thereafter, a Contractor representative will contact, via in -person meetings, all Multi -Family and Commercial Customers not subscribing to Recycling Collection service required under applicable CalRecycle requirements. The Contractor representative shall assist customers with selecting appropriate Containers and Container sizing, identifying acceptable Recyclable Materials for Collection, and attempting to resolve any logistical detriments to providing Recyclable Materials Collection service. Contractor shall provide a written proposal to each AB 341 non -compliant Commercial and Multi -family Customer annually. The proposal shall provide pricing for implementing Recycling service and reducing, or'right-sizing', Refuse service to account for materials diverted through the Contractor -provided Recycling program; a proposed start date for the implementation March 9, 2020 42 City of Santa Ana - DRAFT 60A-131 of new Recycling services; a description of the requirements of AB 341 and any relevant City ordinances; a plan for training staff and/or residents; and any other components as directed by the City. A proposal template shall be approved by the City prior to initiation of services under this Agreement. Electronic copies of all service proposals from site visits that have been submitted to a Customer shall be provided to the City in an electronic storage format acceptable to the City, such as a cloud -based file sharing system that can be accessed by the City or its representative. If a Customer rejects the proposal from the Contractor or does not provide a response within 30 days of the Contractor submitting the proposal, and, after at least three documented attempts by the Contractor to follow-up with the Customer, the Customer continues to be non -responsive, the Contractor may refer the Customer to the City for enforcement action through any future ordinances that may be implemented by the City. Such a referral to the City by the Contractor for non -compliant accounts must include a written summary and timeline of the actions taken by the Contractor to implement an AB 341-compliant program; a copy of the written proposal submitted to the Customer by the Contractor; and any written correspondence from the Customer to the Contractor. If, after the City begins enforcement proceedings against the Customer, the Customer agrees to comply and implement an AB 341-compliant program, the City will notify the Contractor of the Customer's willingness to comply and the Contractor will coordinate with the Customer to implement an AB 341-compliant program. Contractor will incorporate education regarding Recyclable Material Collection and the State requirements into materials produced under Section 5.3, and will develop its own Recycling -specific instructional materials for use in educating participating Customers. Additional materials may include instructional posters, brochures, educational presentations, bin signage, enclosure signage, stickers to be attached to internal recycling receptacles, or other formats as mutually agreed to between City and Contractor. As with all outreach material, all items must be submitted for review and approval by City prior to distribution. Contractor shall provide a report, on City provided forms, to the City noting the time, Customer contact, name of Contractor's staff that contacted the Customer, and result of each meeting and, if the Customer will not agree to a meeting, provide the time of contact, Customer contact name and number, and reason for not accepting a meeting. Reports will be updated on a quarterly basis and submitted with Contractor quarterly reports to the City. Contractor will report all Customers that have service levels within March 9, 2020 43 City of Santa Ana - DRAFT 60A-132 the thresholds of AB 341 on reporting forms provided by the City on a quarterly basis. The report will document whether the Customer receives Recycling service from the Contractor, self -recycles, or receives Recycling from a third party. Any internal Recycling programs or third -party recycling programs that the Contractor encounters while conducting Customer site visits shall be documented using a City -approved electronic reporting form and provided in an electronic format such as a cloud -based file -sharing system that can be accessed by the City or its representatives. 4.3.5.2 Processing of Mixed Waste [OPTIONAL PROGRAM - TO BE UPDATED BASED ON SUCCESSFUL PROPOSER'S PROPOSAL] Contractor shall process mixed Solid Waste at a Material Recovery Facility for those Commercial and Multi -Family Customers that do not subscribe to a Source -Separated Recycling program, or otherwise participate in a qualifying Recycling program in accordance with AB 341. 4.3.6 Commercial and Multi -Family Organics Collection [DETAILS OF COLLECTION PROGRAM TO BE INCLUDED IN COMPANY'S PROPOSAL] Contractor shall Collect, process and divert Organic Materials from Commercial and Multi -Family Customers. Contractor shall provide a program sufficient to enable City and Customers to meet or exceed the requirements of SB 1383 as of the start of Collection services under this Agreement. Contractor shall tailor the appropriate program to accommodate the waste generation and space constraints of each Customer. Contractor shall offer Organic Materials Carts and Bins based on the Customer's needs and space limitations for Container placement. 4.3.6.1 Site Visits, Education and Outreach - Commercial and Multi -Family Organics Recycling Contractor will promote Commercial and Multi -Family Organics Collection programs and assist the City in providing reports on Customers' Organics Collection efforts. Contractor shall conduct the planned tasks, and procedures contained in Exhibit 8 "AB March 9, 2020 44 City of Santa Ana - DRAFT 60A-133 341, AB 1826, and SB 1383 Implementation Plan;' based on the schedule included in Exhibit 8. Beginning July 1 of the first contract year, and annually thereafter, a Contractor representative will contact, via in -person meetings, all Multi -Family and Commercial Customers not subscribing to the Organic Materials Collection service required under applicable CalRecycle requirements. The Contractor representative shall assist customers with selecting appropriate Containers and Container sizing, identifying acceptable Organic Materials for Collection and processing, and attempting to resolve any logistical detriments to providing Organic Materials Collection service. Contractor shall provide a written proposal to each non -compliant Commercial and Multi -family Customer that meets the thresholds of AB 1826 and/or SB 1383 annually. The proposal shall provide pricing for implementing Organics Recycling service and reducing, or 'right -sizing', MSW service to account for materials diverted through the Contractor - provided Recycling program; a proposed start date for the implementation of new Organics Recycling services; a description of the requirements of AB 1826/SB 1383 and any relevant City ordinances; a plan for training staff and/or residents; and any other components as directed by the City. A proposal template shall be approved by the City prior to contract initiation. Electronic copies of all service proposals from site visits that have been submitted to a Customer shall be provided to the City in an electronic storage format acceptable to the City, such as a cloud -based file sharing system that can be accessed by the City or its representatives If a Customer rejects the proposal from the Contractor or does not provide a response within 30 days of the Contractor submitting the proposal, and, after at least three documented attempts by the Contractor to follow-up with the Customer, the Customer continues to be non -responsive, the Contractor may refer the Customers to the City for enforcement action through any future ordinances that may be implemented by the City. Such a referral to the City by the Contractor for non -compliant accounts must include a written summary of the actions taken by the Contractor to implement an AB 1826/SB 1383-compliant program; a copy of the written proposal submitted to the Customer by the Contractor; and any written correspondence from the Customer to the Contractor. If, after the City begins enforcement proceedings against the Customer, the Customer agrees to comply and implement an AB 1826/SB 1383-compliant program, the City will notify the Contractor of the Customer's willingness to comply and the March 9, 2020 45 City of Santa Ana - DRAFT 60A-134 Contractor will coordinate with the Customer to implement an AB 1826/SB 1383- compliant program. Contractor will incorporate education regarding Organics Recycling and the State requirements into materials produced under Section 5.3, and will develop its own Organics -specific instructional materials for use in educating participating Customers. All participants shall receive ongoing, on -site training from Contractor for management, kitchen staff, service employees, janitors, etc. Annually, Contractor will create and distribute a letter to all Customers that are enrolled in the Contractor's Organics Recycling program to offer re-training services, printed collateral such as signage and posters, and general technical assistance. Additional materials may include instructional posters, brochures, educational presentations, bin signage, enclosure signage, stickers to be attached to internal Recycling receptacles, or other formats as mutually agreed to between City and Contractor. Contractor will provide Customers that enroll in the Contractor's Organics Recycling program with one (1), yellow, internal Recycling receptacle upon request by the Customer at a price equal to Contractor's cost. Contractor will track the distribution of the internal Recycling receptacles and provide quarterly distribution data to the City. As with all outreach material, all items must be submitted for review and approval by City prior to distribution. Contractor shall provide a report, on City provided forms, to the City noting the time, Customer contact, name of Contractor staff that contacted the Customer, and result of each meeting and, if the Customer will not agree to a meeting, provide the time of contact, Customer contact name and number, and reason for not accepting a meeting. Reports will be updated on a quarterly basis and submitted with Contractor quarterly reports to the City. Contractor will report all Customers that have service levels within the thresholds of AB 1826 and SB 1383 on reporting forms provided by the City on a quarterly basis. The report will document whether the Customer receives Recycling service from the Contractor, self -recycles, receives Organics recycling from a third party, or donates edible food. Any internal Organics Recycling programs or third -party Organics Recycling programs that the Contractor encounters while conducting Customer site visits shall be documented using a City -approved electronic reporting form. Contractor shall collect photograph documentation of the internal recycling program or third -party recycling program. All documentation of the internal Organics Recycling programs or third -party Organics Recycling programs, shall be provided in an electronic format approved by the City, such as a cloud -based file -sharing system March 9, 2020 46 City of Santa Ana - DRAFT 60A-135 organized such that each Customer has a unique folder that will house service proposals, photographs, and other items documenting the Contractor's compliance implementation interactions with the Customer. 4.3.6.2 Organics Waste Recycling Program Cost The full compensation to Contractor to provide the Commercial and Multi -Family Organic Materials program as described in Section 4.3.6 is included in the approved rate schedule. Organic Materials Carts and Bins, public outreach, and all other elements of this program are to be provided at no additional cost. Participation in this program is anticipated to increase over time and has been factored into the rates, and no further compensation adjustment shall be implemented except for the annual rate adjustment described in Article 6. 4.3.7 Roll -off Box Organic Materials Collection Service Contractor shall make permanent Roll -off Box Organic Materials Collection available to all Customers in accordance with the approved rate schedule. 4.3.8 Food Rescue and Donation Program Contractor shall coordinate food rescue and donation efforts with each Customer deemed to generate Organic Materials as required by CalRecycle. Coordination shall include providing Customers with information on rescue and donation opportunities. Contractor shall perform quarterly examinations of Customer's waste stream for food donation opportunities and report results to the City and food rescue organizations. 4.3.9 Contamination Warning Notice - Commercial and Multi -Family Premises Bin Customers Contractor is responsible for visually inspecting Containers for the Collection of Recyclables and Organics as may be necessary to determine whether the content is contaminated with non -Recyclable or non -Organic Solid Waste. Additionally, Contractor shall perform contamination monitoring, route reviews, and inspections in compliance with the CalRecycle requirements under SB 1383. The Recycling Containers shall be considered contaminated if it contains more than ten percent (10%) non -Recyclable material by weight. The Organics Containers shall be March 9, 2020 47 City of Santa Ana - DRAFT 60A-136 considered contaminated if it contains more than ten percent (10%) non -Organic material by weight. Contractor shall warn Customers who have non -Recyclable Materials or Organic Materials in their Recycling Container, Non -Organic Materials in their Organic Materials Container, or Organic Materials or Recyclables in their Refuse Containers as required by CalRecycle under SB 1383. a) 151 instance: Contractor shall take photograph(s) of Container content, collect the material from the Container, provide a courtesy notice that explains why the material collected was non -conforming, and notify the City. The written notice shall also explain the policy for non -conforming materials, recommend corrective action, explain the consequences for repeated instances, and any other information required by CalRecycle. b) 2nd and subsequent instances: In addition to the requirements under the 191 instance, Contractor shall have the option of assessing a Commercial and Roll -off Customer Contamination Fee included in the approved rate schedule, or Contractor may refuse to collect contaminated Containers upon written notification of Customer indicating the reason for non -Collection, and options for corrective action. A copy of such notice shall be delivered to the City via email upon request by the Executive Director or designee. Each written notice and photograph shall be available to the City upon request. For Residential Curbside Service Units, the second or third instance shall be counted as such if they occur within twelve (12) calendar months of the initial instance. For Commercial and Roll -off Customers, the second instance shall be counted as such if it occurs within twelve (12) calendar months of the initial instance. If twelve (12) calendar months have elapsed since a written notification was issued for a non -conforming Cart or Container, the next instance stall be deemed the initial instance. If the Customer has changed, and the account is new, with different occupants, the written notification shall be considered the initial instance. 4.3.10 Scout Service Upon Customer request and approval by the Executive Director, Contractor shall provide scout service, whereby Contractor will access Containers using a small vehicle either to move Containers to street or other public right-of-way for Collection, or March 9, 2020 48 City of Santa Ana - DRAFT 60A-137 Collecting Solid Waste directly from Container storage location. The Contractor may charge the scout rate included in the approved rate schedule to move or retrieve a Container when operationally required in order to safely position the Container for Collection. In the event of a dispute between Contractor and Customer as to whether scout service will be used, the Executive Director will make the final determination. If a scout fee is charged then a Bin pushout fee shall not be charged. 4.3.11 Bin Pushout Service Upon Customer request, Contractor shall provide Bin pushout service, whereby Contractor will move Containers manually to facilitate Collection. The Contractor may charge the pushout rates included in the approved rate schedule to move or retrieve a Container over twenty-five (25) feet to facilitate Collection. For Containers in Bin enclosures, the measurement of distance shall be from location of the Bin once removed from the enclosure to the point of Collection. hi the event of a dispute between Contractor and Customer as to whether pushout service will be used, Executive Director will make the final determination. If a Bin pushout fee is charged then a scout service fee shall not be charged. If Contractor must place a Bin in the public right-of-way to facilitate Collection, Contractor shall not permit the Bin to remain in the public right-of-way over one hour. If the Bin is stored under a chute for Solid Waste Collection, the Bin must be serviced and returned immediately. 4.3.12 Locking Bins Contractor shall provide locking Bin Service (providing the hasp, key and lock and servicing the lock) to Customers that request such service in accordance with the approved Rate Schedule. 4.3.13 Return Trip Fee Contractor may charge a return trip fee, per the approved rate schedule, in the event that Contractor arrives on time for a scheduled Collection of Bins or Roll -off Boxes, and is impeded from Collection due to Container being blocked or otherwise unable to be Collected due to issues within the Customer's control. The fee may be assessed if Contractor must return a second time for Collection. Charge may be assessed for the trip, not per Container, in the event of a Customer with multiple Containers. If March 9, 2020 49 City of Santa Ana - DRAFT 60A-138 Contractor attempts to contact Customer to confirm that the Container is accessible, but Customer is non -responsive, Contractor need not return that day and, therefore, may not charge the return trip fee. 4.3.14 On -Call Bulky Item Pickup - Multi -Family Premises with Refuse Bin Service and Commercial Premises Customers [TO BE UPDATED BASED ON COMPANY'S PROPOSAL.] 4.3.15 Holiday Tree Collection - Multi -Family Bin Customers Contractor shall collect all holiday trees discarded by Multi -Family Premises during the three weeks following Christmas Day, at no additional charge. After this period, trees will be Collected as Bulky Items under Section 4.3.14. Trees under six (6) feet in length will be Collected and diverted without Customers needing to cut them. Contractor may require that Customers with larger trees cut the trees to pieces no longer than six (6) feet, and that tinsel, ornaments and stands be removed prior to placement at Collection point (curb or as otherwise determined by Customer and Contractor). Contractor will Divert all holiday trees from landfilling. Contractor shall have no obligation to Collect larger trees if they have not been cut into pieces no longer than six (6) feet. Holiday trees with tinsel, ornaments or stands attached may be landfilled. 4.4 City Services (City Government Operations) 4.4.1 City Government Operations Contractor shall collect all Solid Waste, Electronic Waste, and Construction and Demolition Solid Waste which is generated by City government operations at no additional cost to the City. The City shall provide Contractor with a list of locations of bins and/or Roll -off containers from which such Solid Waste shall be collected. Said list may be modified by time to time by the Executive Director. Solid Waste generated by such City operations shall be collected by Contractor per a schedule provided to Contractor by the Executive Director. Schedule shall be approved between the Contractor and the Executive Director. 4.4.2 Construction and Demolition from City Government Operations The City will implement procedures to separate wood, Organics, metals, and inert materials from mixed waste generated through City construction projects, from City March 9, 2020 50 City of Santa Ana - DRAFT 60A-139 government operations. Contractor is not required to Collect, transport and Divert Construction and Demolition Debris from significant City construction and demolition projects performed by contractors. The separation procedures will be applied to inbound loads that readily lend themselves to manual separation. The implementation of the procedures may, from time -to -time, be hampered by City Yard logistics or by personnel availability. The separation procedures will be incorporated by the City as a standard operating procedure and will be reasonable and practicably applied. 4.4.3 City Sponsored Events Contractor shall provide Solid Waste Collection and Disposal/processing service for City -sponsored events at no additional charge to City or Ratepayers. This shall include providing Refuse Containers (Carts, Bins, Roll -off Boxes, and cardboard waste boxes with liners) to Collect and dispose of, or process, all Solid Waste. Contractor shall provide Containers for the Collection of Recyclable Materials and Organics Materials. The list of City -sponsored events may change over time and include, but are not limited to: • 411' of July Celebration at Centennial Park • Wilshire Square Summer Concert • Townsend-Raitt Community Fiesta/SoCal Day of Hope, Health and Resource Fair • Santa Ana Fiestas Patrias • Cleanup Your Yard Cascade Street • Santa Ana National Night Out 4.4.4 Parkway Cleanup Following Garage Sales Contractor shall provide two (2) employees in a "front loader" vehicle to provide sixty (60) vehicle hours each six (6) working days following the quarterly garage sales to canvass the City neighborhoods in order to remove debris left in the parkways after the garage sales at no additional charge. Contractor shall transport all Solid Waste Collected by Contractor from Parkway Cleanups within the City boundaries to a state permitted MRF, in compliance with CalRecycle and acceptable to the City. March 9, 2020 51 City of Santa Ana - DRAFT 60A-140 4.4.5 Weekly Alley Cleanups Contractor shall provide two (2) employees in a "front loader" vehicle to provide sixty (60) vehicle hours each six (6) working days each week to canvass the City neighborhoods in order to remove debris left in alleyways at no additional charge. Contractor shall transport all Solid Waste Collected by the Contractor from Alley Cleanups within the City boundaries to a state permitted MRF, in compliance with CalRecycle and acceptable to the City. 4.4.6 Grant Administration Contractor shall be responsible for the development and management of grants pursuant to the regulations contained in AB 939 and/or adopted by CalRecycle including the Department of Conservation and other governmental agencies that offer grants related to Collection and Recycling Services provided under this Agreement. Contractor shall be compensated $ per hour for grant administrators time to develop and administer grant programs as requested by the City. Contractor shall submit an invoice detailing tasks performed, and time charged in quarter-hour increments in order to be reimbursed for grant administrator's time. 4.4.7 Public Education and Outreach Consultant hi the event that City, in its sole discretion, determines that the Contractor fails to fulfill the public education and outreach requirements contained in this Agreement to the City's satisfaction, or if CalRecycle refers the City to the Jurisdiction Compliance Unit OCU) for additional enforcement review/action, or if less than ninety percent (90%) of the City's Commercial and Multi -Family Customers subject to the requirements of AB 341 and/or AB 1826 are in compliance with the mandatory requirements for Commercial Recycling and/or Organics by December 31, 2023, the City retains the right to direct Contractor to provide funding for the City to retain a public education and outreach consultant to perform the duties set forth in this Agreement, at no additional cost to the City. The City will notify the Contractor in writing of its intent to procure a public education and outreach consultant. Within 30 days of written notice from the City, Contractor and City shall meet and confer in good faith prior to City retaining a public education and outreach consultant to develop a scope of work, timeline, and projected budget amount for the public education and outreach consultant. Upon 120 days of written notice to the Contractor of the City's intent for to procure a public March 9, 2020 60A52141 City of Santa Ana - DRAFT education and outreach consultant, the Contractor shall provide funds to the City to retain a public education and outreach consultant of the City's choosing. The minimum term of the public education and outreach consultant's contract shall be 12 months and any subsequent contract extensions shall be in increments of 12 months. Upon selection of the public education and outreach consultant by the City, the Contractor shall remit quarterly payments to the City for the cost of the public education and outreach consultant (i.e. if the contract amount was $100,000, the Contractor would remit quarterly payments to the City of $25,000 for the term of the engagement). The City will direct the work efforts of the public education and outreach consultant. During the term of the consultant's engagement, the Contractor shall cooperate with the consultant to provide customer service and operations data to the consultant, implement Recycling and Organics programs at Customer sites as requested by the consultant, and to meet with the City and the consultant periodically to assess program progress. The City and the Contractor shall confer annually to assess the City's outreach/education progress, compliance status, and to determine if the public education and outreach consultant's contract shall be extended by an additional 12 months. 4.4.8 Battery Recycling Program Contractor shall provide and service as many battery Recycling containers as requested by City, to City facilities for no additional cost. Contractor shall Collect and replace containers upon City's request for proper Recycling of batteries. 4.4.9 Procurement of Recovered Organic Waste Products Contractor shall procure sufficient compost, mulch, and/or renewable natural gas to meet the City's per capita requirement contained in SB 1383. Contractor may meet this obligation by one or a combination of the following activities: • Bulk Compost and/or Mulch Reserved for Jurisdiction -Company shall make available for City Compost or Mulch for use in City parks and facilities at no cost to the City. • Compost Giveaway as described in Section 4.4.5. • Use of renewable natural gas in Collection vehicles. Contractor shall ensure sufficient capacity of California recovered organics waste products to meet the mandatory procurement requirements for jurisdictions contained March 9, 2020 60A53� 42 City of Santa Ana - DRAFT in SB 1383, as may be amended, during the term of this Agreement including Agreement extensions granted by the City. 4.4.9.1 Contractor Warranty of Recovered Organic Waste Products Contractor shall provide assurance through the execution of a liability waiver stating that all organic waste products provided by the Contractor and used within the City are free from pathogens and inorganic waste material that may be harmful to the health and welfare of the City. The Contractor shall indemnify and hold harmless the City against any claims arising from contaminated recovered organic waste products provided by the Contractor as set forth in Section 9.1. 4.5 Community Services 4.5.1 Neighborhood Cleanups Contractor shall supply Roll -off Containers for City sponsored neighborhood cleanups at no additional cost to City. The number of Roll -off Containers shall not exceed a maximum total number of three hundred (300) Containers annually. Notwithstanding the above, at any time that the City determines that the number of Collections and/or the number of Roll -off Containers provided for in this section is not adequately meeting the City's needs, the City and Contractor will meet and confer regarding these provisions, and may, by mutual agreement, modify the number of Collections and/or Roll -off Containers. 4.5.2 Household Hazardous Waste Drop -Off Events [TO BE UPDATED BASED ON CONTRACTOR'S PROPOSAL] Contractor to sponsor an annual Household Hazardous Waste Drop -Off Event at a site selected by the City. Contractor to provide Collection and safe Disposal of all Household Hazardous Waste brought to the event by residents of City at no additional charge. Contractor shall coordinate with selected site to determine the date and time of event and will advertise the event in local newspapers, through a direct -mail postcard to residents, on the City's website, and through additional print media as requested by the City. March 9, 2020 54 City of Santa Ana - DRAFT 60A-143 4.5.3 Shredding Service Event Contractor shall provide an on -site mobile shredding service for use by City residents (a "Shredding Event") one (1) time per calendar year at no additional charge. The Shredding Event shall be provided at a date, time, and location designated and approved by the Executive Director, in his or her reasonable discretion, and should be for a minimum of three (3) hours in duration. In the event inclement weather prevents a Shredding Event from occurring, Contractor shall reschedule the Shredding Event to a date, time and location designated and approved by the Executive Director. The Shredding Event shall be conducted at Contractor's sole cost and expense, utilizing equipment, personnel, and methods appropriate for such event, as approved by the Executive Director. Prior to each Shredding Event, Contractor shall coordinate with City staff and/or public safety personnel to make arrangements for safe, convenient, and effective access to and participation by City residents in the Shredding Event, and shall procure all necessary insurance coverage. Each Shredding Event shall be designed to accommodate up to a maximum of five (5) 'Bankers" boxes of paper or other media suitable for shredding from each Residential and Multi -Family Premises Customer within the City that is participating in the Shredding Event. Residents participating in the Shredding Event must be able to visually observe the materials they delivered to the Shredding Event. Contractor shall publicize each Shredding Event through methods, and using materials, approved by the Executive Director, at no cost to the City. 4.5.4 Compost Giveaway Contractor shall provide one compost giveaway event per calendar year at no additional charge. Santa Ana residents will be allowed to fill up their containers on a first -come, first -serve basis. Contractor shall provide forty (40) tons of compost material, generated in the State of California, delivered to a location designated by the City. Any compost material remaining after event shall be removed by Contractor. The compost giveaway event will be coordinated with the City and can be held in conjunction with other City events. 4.5.5 Medication Takeback Program Contractor will assist the City in increasing awareness of medication takeback programs provided by local pharmacies, or programs offered by other government entities. Promotional activities will include: posting on Contractor's website, inclusion in the March 9, 2020 60A55144 City of Santa Ana - DRAFT Annual Brochures/Mailings mailed to each Residential Customer, quarterly newsletters, social media targeted outreach, and press releases to local news outlets. 4.5.6 Environmental Ambassador Program Contractor must establish an annual recognition program for commercial businesses in the City. The Environmental Ambassador Program will be a voluntary program managed entirely by Contractor, and certification may include refuse, water and energy conservation, pollution prevention, and reduction of toxic substances in the workplace. Businesses certified will be honored by Contractor at a City Council Meeting. 4.6 Diversion and Processing Requirements 4.6.1 Minimum Recycling Requirements Contractor shall Divert from landfilling a minimum of % of all Solid Waste it Collects under this Agreement excluding Construction and Demolition Debris. Compliance will be measured on a calendar year basis, except that compliance will be measured during the first compliance period for the eighteen (18) months ending December 31, 2023, and compliance during the final year will be based on a partial year if the term ends before December 31 in the final year. Solid Waste Collected shall only be considered to have been Recycled or diverted as required under this Agreement if it is deemed to be Diversion by CalRecycle in connection with efforts to meet City's Diversion goals. Contractor shall provide documentation to the City within 45 days of the end of each calendar year stating and supporting that calendar year's Diversion rate. Diversion from sources other than Contractor's Collection and Diversion efforts (such as source reduction, reuse, or Recyclable Materials diverted by other Solid Waste enterprises, Collection of materials that are not the subject of this Agreement, or the efforts of self -haulers) is not to be counted as Diversion achieved by Contractor. Failure to achieve the minimum diversion requirement may result in liquidated damages as described in Section 11.4.13.9 of this Agreement. In the event that the minimum Diversion requirement is not met, and, no sooner than three (3) years after the start of services under this Agreement, and not more often than once every two (2) years thereafter, the Parties agree to meet and confer regarding adjustments to the minimum Diversion rate, based on factors including waste characterization data provided by Contractor, trends in source reduction and reuse, trends in third party Diversion, the availability of permitted Facilities that are capable of March 9, 2020 60A56145 City of Santa Ana - DRAFT processing material to achieve the required levels of Diversion, emerging methods of processing and Recycling/reusing new waste materials, the availability of markets, and the impact of scavenging. City shall consider such information provided by Contractor and other industry data and shall, at its sole discretion, determine if any adjustments to the minimum Diversion requirements shall be made, and such changes must be approved by the City Council before becoming effective. If these Diversion requirements are not met, City may instruct Contractor to initiate new programs at Contractor's expense in order for this goal to be met on a consistent basis. 4.6.2 Organic Materials Processing Contractor shall process recovered Organic Materials in a manner that maximizes diversion credit for City in accordance with CalRecycle regulations. 4.6.3 End Uses for Organic Materials Contractor shall Divert from landfilling Organic Material Collected through weekly Cart, bundle, Bin and Roll -off Box Collection, holiday tree Collection, and Mixed Waste Processing from Disposal. Contractor must provide end uses for Organic Material that maximizes Diversion credits for City according to regulations established by AB 1594. Contractor is responsible for monitoring how the Organic Material will be diverted at selected facilities and for selecting alternative facilities if necessary to ensure full Diversion credit. Failure to do so places the Contractor in default. City has the option, but not obligation, to direct Contractor where to deliver the material, and if City directs Contractor to an alternative Facility then Contractor may request a rate adjustment in accordance with Section 2.10.2. 4.6.4 Bulky Item Diversion Bulky Items Collected by Contractor in accordance with Sections 4.2.10 and 4.3.14, or otherwise Collected under this Agreement, may not be landfilled or disposed of until the following hierarchy of Diversion efforts has been followed by Contractor: 1) Reuse as is 2) 3) Disassemble for reuse or Recycling Recycle or market and sell Recyclable Materials for Recycling March 9, 2020 57 City of Santa Ana - DRAFT 60A-146 4) Disposal This hierarchy is intended to preclude the use of front or rear loading packer vehicles for Bulky Items unless the compaction mechanism is not used to compact the Bulky Items, unless they have been designated for Disposal. 4.6.5 Construction and Demolition Debris Diversion [OPTIONAL SERVICE IF ADDED TO EXCLUSIVE SCOPE OF AGREEMENT BY CITY]. Contractor will bring all loads of mixed Construction and Demolition Debris to a properly permitted construction and demolition debris processing Facility selected by Contractor for separation and recovery of this material. Contractor may deliver separated loads of Construction and Demolition Debris, such as clean dirt, concrete or rebar, to facilities specializing in the reuse of such materials, provided this material is Diverted from landfilling. Contractor shall Divert from landfilling a minimum of the State -mandated Construction and Demolition Diversion percentage of all Construction and Demolition Debris Collected. 4.6.6 Diversion of Electronic, Universal and Other Special Wastes Contractor shall Divert waste requiring special handling, such as Electronic Waste, or "e-waste' Collected in accordance with Sections 4.2.10 and 4.3.14, or by other means under this Agreement, by taking these goods to a properly permitted Facility, and not by landfilling. Contractor may encourage Customers through public education materials to bring small items requiring special handling, such as fluorescent bulbs or batteries, to a local HHW drop-off center. 4.6.7 Marketing and Sale of Recyclable Materials Contractor shall be responsible for marketing and sale of all Recyclable Materials Collected pursuant to this Agreement. Contractor may retain revenue from the sale of Recyclable Materials, and shall report the amount of such revenues to City upon request. In the event that Contractor is unable, after reasonable diligence, to sell or donate certain Recyclable Materials due to the lack of a market for them, Contractor may request, and City may authorize Contractor, in its sole discretion, to dispose of said March 9, 2020 60A58147 City of Santa Ana - DRAFT Recyclable Materials without sale, subject to on -going review by the City. In the event market conditions for said Recyclable Materials change such that they can, once again, be sold by Contractor, City may withdraw its consent for Contractor to dispose of said Recyclable Materials and may, again, require Contractor to sell said Recyclable materials as otherwise provided in this Agreement. 4.7 Operations 4.7.1 Schedules To preserve peace and quiet, Solid Waste shall only be Collected from Residential areas between 6:00 A.M. and 6:00 P.M. Monday through Friday. Solid Waste may be Collected from Commercial and industrial locations between 3:00 A.M. and 9:00 P.M. Monday through Saturday, provided that said Commercial and industrial locations are at least one hundred (100) feet away from Residential units. Commercial and industrial locations which are less than one hundred (100) feet away from Residential units shall be treated as Residential areas and Solid Waste may only be collected from those locations between 6:00 A.M. and 6:00 P.M. Monday through Friday. Further, if complaints are received from Residential units which are at least one hundred (100) feet away from Commercial and industrial locations, the Executive Director may direct that collections in such Commercial or industrial areas shall be made between the hours of 6:00 A.M. and 6:00 P.M., and in that event Contractor agrees to comply with such order. Contractor may not make exceptions to these Collection days and times without advanced written approval from the City. If the regularly scheduled Collection day falls on New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, or Christmas Day, Collection days for the remainder of that week shall all be postponed one Collection day and Residential Collection is permitted on Saturday during the make-up week. Contractor shall annually review with the City its operations plan outlining the Collection routes, intervals of Collection and Collection times for all materials Collected under this Agreement upon 30-day written notice requesting said review. More frequent reviews may be required by City if operations are not satisfactory based on documented observations, reports or complaints. If the plan is determined to be inadequate by City, Contractor shall revise the plan incorporating any changes into a revised plan and review said revised plan with City within thirty (30) calendar days. March 9, 2020 59 City of Santa Ana - DRAFT 60A-148 4.7.2 Missed Pickups When notified of a missed pickup prior to noon, Contractor shall Collect the Refuse, Recyclable Materials, and/or Organic Materials that was not Collected the same day. If notified after noon, Collection must take place no later than the next Collection day (excludes only Sundays and holidays listed in Section 4.7.1 and, for Residential Cart Customers, Saturday). 4.7.3 Vehicles A. General. Contractor shall provide Collection vehicles sufficient in number and capacity to efficiently perform the work required by the Agreement in strict accordance with its terms as described in Contractor's Proposal. Any additional vehicles/routes that may be required to meet the service standards during the term of this Agreement, above the number included in Contractor's Proposal shall be done so at Contractor's sole expense. Contractor shall have available on Collection days sufficient back-up vehicles for each type of Collection vehicle used to respond to complaints and emergencies. B. Specifications. All route Collection vehicles will be not older than 2-years and in like -new condition upon initiation of services under this Agreement. Contractor shall operate no vehicles within the City over 10-years in age during the initial ten-year term of this Agreement and no older than 15-years in age during any future extensions of this Agreement. All route Collection vehicles used by Contractor in providing Refuse, Recycling, and Organics Collection services, excluding spares, Roll -off Box Collection vehicles, scout vehicles, supervisor vehicles, Container delivery and other specialty vehicles used on a sporadic basis, shall use exclusively renewable natural gas (RNG). Such vehicles must be registered with the California Department of Motor Vehicles and shall have water -tight bodies designed to prevent leakage, spillage or overflow. At all times during the term of this Agreement, Contractor's Collection vehicles shall comply with Department of Transportation requirements, South Coast Air Quality Management District Requirements and the California Air Resource Board requirements as they are currently in force and as they may be approved for Refuse removal vehicles, as well as other Federal, State and local laws and regulations that may be enacted during the term of this Agreement. March 9, 2020 60 City of Santa Ana - DRAFT 60A-149 C. Vehicle Identification. Contractor's name, local telephone number, and a unique vehicle identification number designed by Contractor for each vehicle shall be prominently displayed on all vehicles, in letters and numbers no less than two and one half (2 1/2) inches high. No advertising shall be permitted other than the name of the Contractor except promotional advertisement of the Recyclable Materials and Organic Materials programs, other programs specific to the City, or information requested by City. All advertisement must be approved by the City. Contractor shall not place City's name and/or any City logos on Contractor vehicles. D. Cleaning and Maintenance 1) Contractor shall maintain all of its properties, vehicles, facilities, and equipment used in providing service under this Agreement in a good, safe, neat, clean and operable condition at all times. 2) Vehicles used in the Collection of Refuse, Recyclable Materials, and Organics shall be painted, thoroughly washed, and thoroughly steam cleaned on a regular basis so as to present a clean appearance. City may inspect vehicles at any time to determine compliance with this Agreement. Contractor shall also make vehicles available to the Orange County Health Department for inspection, at any frequency it requests. Contractor agrees to replace or repair to the City's satisfaction, any vehicle which City determines to be of unsightly appearance, leaking, or in unsatisfactory operating condition. 3) Contractor shall repaint all vehicles used in the Collection of Refuse, Recyclable Materials and Organics at least every five years, and within thirty (30) days' notice from City, if City determines that their appearance warrants painting. 4) Contractor shall inspect each vehicle daily to ensure that all equipment is operating properly. Vehicles which are not operating properly shall be removed from service until repaired and operating properly. Contractor shall perform all scheduled maintenance functions in accordance with the manufacturer's specifications and schedule. Contractor shall keep accurate records of all vehicle maintenance, recorded according to date and mileage and shall make such records available to City upon request. 5) Contractor shall repair, or arrange for the repair of, all of its vehicles and equipment for which repairs are needed because of accident, breakdown or any March 9, 2020 61 City of Santa Ana - DRAFT 60A-150 other cause so as to maintain all equipment in a safe and operable condition. Contractor shall maintain accurate records of repair, which shall include the date and mileage, nature of repair and the verification by signature of a maintenance supervisor that the repair has been properly performed. 6) Contractor shall clean up any leaks or spills from its vehicles per the National Pollutant Discharge Elimination System (NPDES) permit in effect at the time. No fluids shall be washed into storm drains at any time. All NPDES dry-cleaning measures shall be complied with. All Collection Vehicles must be equipped with absorbent for such cleanup efforts. 7) Upon request, Contractor shall furnish City a written inventory of all equipment, including Collection vehicles, used in providing service. The inventory shall list all equipment by manufacturer, ID number, date of acquisition, type, and capacity. E. Operation. Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and local ordinances. Contractor shall not load vehicles in excess of the manufacturer's recommendations or limitations imposed by state or local weight restrictions on vehicles. Contractor equipment used for Refuse, Recycling, and Organics services shall be registered with the California Department of Motor Vehicles. Equipment shall comply with US EPA noise emission regulations, currently codified at 40 CFR Part 205 and other applicable noise control regulations, and shall incorporate noise control features throughout the entire vehicle. Noise levels of equipment used for Collection shall comply with City ordinance and in no event shall the noise level exceed 75 dba when measured at a distance of 25 feet from the vehicle, five feet from the ground. Contractor shall store all equipment in safe and secure locations in accordance with City's applicable zoning regulations. Subject to Section 9.1, Contractor shall be responsible for any damage resulting from or directly attributable to any of its operations, and which it causes to: City's driving surfaces, whether or not paved; associated curbs, gutters and traffic control devices; and other public improvements. F. City Inspection Per Code. City may cause any vehicle used in performance of this Agreement to be inspected and tested at any commercially March 9, 2020 6OA62151 City of Santa Ana - DRAFT reasonable time and in such manner as may be appropriate to determine that the vehicle is being maintained in compliance with the provisions of the State Vehicle Code, including, but not limited to, California Vehicle Code Sections 27000(b), 23114, 23115, 42030, 42032, and all Vehicle Code Sections regarding smog equipment requirements. City may direct the removal of any vehicle from service if that vehicle is found to be in nonconformance with applicable codes. No vehicle directed to be removed from service shall be returned to service until it conforms with, and its return to service has been approved by the City. G. Vehicle Inspections. Upon City request, Contractor shall submit the Safety Compliance Report/ Terminal Record Update from its Biennial Inspection of Terminal, or BIT. If Contractor receives a terminal rating below satisfactory, the Contractor is in violation of the Agreement. The Contractor has the time allowed by the Department of California Highway Patrol ("CHP") to cure violations and bring the terminal rating up to satisfactory. If the CHP does not adjust the rating to satisfactory or better within six months, then the Contractor shall be considered in default of the contract and the City may terminate the Agreement as provided in Section 11.3. H. Correction of Defects. Following any inspection, the Executive Director shall have the right to cause Contractor, at its sole cost and expense, to recondition or replace any vehicle or equipment found to be unsafe, unsanitary or unsightly. The Executive Director's determination may be appealed to the City Council, whose decision shall be final. 1. City Informational Displays. Contractor shall equip all vehicles which Collect Solid Waste within the City with informational displays. The City shall advise Contractor as to the messages which should be displayed while vehicles are operating for the City. The City may, at its option, have the messages to be displayed changed once per year at no additional cost. 4.7.4 Containers 4.7.4.1 Contractor -Provided Carts A. Cart Selection, Distribution and Exchanges. Contractor shall provide Customers with new Refuse, Recycling and Organics Carts at the start of service under this Agreement, at no extra charge. March 9, 2020 60A63� 52 City of Santa Ana - DRAFT In advance of initial new Cart distribution, Contractor shall mail a notice of rates, and provide Customers the opportunity to request service changes. If no response is received by Customer by specified date, Customer will retain the same level of service currently provided as reported by the previous waste hauler. B. Cart Design Requirements. The Carts shall be manufactured by injection or rotational molding and meet the Cart design and performance requirements as specified below. All Carts selected shall be subject to City approval. The City will not permit Carts and Cart lids with inconsistent colors or m poor condition to be used in the City at any time during the term of this Agreement, and may require Contractor to replace such Carts. Contractor shall ensure that all Carts in service during the terms of this Agreement comply with CalRecycle requirements under SB 1383. C. Capacity. References to Cart sizes of 35, 64, or 96 gallons are approximate. Acknowledging the different sizes provided by the various Cart manufacturers, the Carts shall be uniform in appearance and must conform to the following ranges in size: • 30 to 40 gallons, • 60 to 70 gallons, and • 90 to 101 gallons. D. Cart Handles. The Cart handles and handle mounts may be an integrally molded part of the Cart body or molded as part of the lid. The Cart handles will provide comfortable gripping area for pulling or pushing the Cart or lifting the lid. Pinch points are unacceptable. E. Cart Lid. Each Container shall be provided with a lid that continuously overlaps and comes in contact with the Container body or otherwise causes an interface with the Container body that simultaneously: • Prevents the intrusion of rainwater, rodents, birds, and flies; • Prevents the emission of odors; • Enables the free and complete flow of material from the Container during the dump cycle without interference with the material already deposited in the truck body or the truck body itself and its lifting mechanism; March 9, 2020 64 City of Santa Ana - DRAFT 60A-153 • Permits users of the Container to conveniently and easily open and shut the lid throughout the serviceable life of the Container; • The lid handle shall be an integrally molded part of the lid; • The lid (and body) must be of such design and weight that would prevent an empty Container from tilting backward when flipping the lid open; and, • The lid shall be hinged to the Cart body in such a manner so as to enable the lid to be fully opened, free of tension, to a position whereby it may rest against the backside of the Container body. F. Cart Colors. The Refuse, Recycling and Organics Carts or Cart lids will be differentiated by color. The colors shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. Cart and Cart lid colors shall be consistent throughout the City, and shall comply with CalRecycle requirements under SB 1383. G. Cart Labeling and Hot Stamping. Labels used on Carts shall be placed on the inside of the Cart lid, and hot stamps shall be on the top of the lid and/or on the body of the Cart. Each Cart shall be hot stamped with the material type (e.g., trash, Recycling, Organics) in English and Spanish. Labels shall include graphic instruction on what materials should and should not be placed in each Cart. Design for both the labels and the hot stamps must be approved by City prior to ordering labels or Carts. City shall approve what information is included on the label and in the hot stamp, as well as approve design and quality. Labels shall be replaced when worn, and when information on the label is in need of updating, but no later than 90 days of request from City. Information on the Carts shall include the telephone number to call for Contractor for Bulky Item pickups and for general Customer service. All Carts shall be labeled in accordance with CalRecycle requirements under SB 1383 throughout the term of this Agreement. H. Cart Performance Requirements. All Carts shall be designed and manufactured to meet the minimum performance requirements described below. I. Cart Load Capacity. Depending on the capacity, the Carts shall have a minimum load capacity as noted below without Container distortion, damage, or reduction in maneuverability or any other functions as required herein. March 9, 2020 60A65154 City of Santa Ana - DRAFT Minimum Load Capacity Cart Size (Gallons) (LBS) 90-101 200 60-70 130 30-40 70 Cart Durability. Carts shall remain durable, and at a minimum, shall meet the following durability requirements to satisfy its intended use and performance, for the term of this Agreement: • Maintain its original shape and appearance; • Be resistant to kicks and blows; • Require no routine maintenance and essentially be maintenance free; • Not warp, crack, rust, discolor, or otherwise deteriorate over time in a manner that will interfere with its intended use; • Resist degradation from ultraviolet radiation; • Be incapable of penetration by biting or clawing of household pets (i.e., dogs and cats); • The bottoms of Cart bodies must remain impervious to any damage, that would interfere with the Cart's intended use after repeated contact with gravel, concrete, asphalt or any other rough and abrasive surface; • All wheel and axle assemblies are to provide continuous maneuverability and mobility as originally designed and intended; and, • Resist degradation by other airborne gases or particulate matter currently present in the ambient air of the City. K. Chemical Resistant. Carts shall resist damage from common household or Residential products and chemicals. Carts, also, shall resist damage from human and animal urine and feces. March 9, 2020 60A66155 City of Santa Ana - DRAFT L. Stability and Maneuverability. The Carts shall be stable and self - balancing in the upright position, when either empty or loaded to its maximum design capacity with an evenly distributed load, and with the lid in either a closed or open position. The Carts shall be capable of maintaining an upright position in sustained or gusting winds of up to 25 miles per hour as applied from any direction. The Carts shall be capable of being easily moved and maneuvered, with an evenly distributed load equal in weight to its maximum design capacity on a level, sloped or stepped surface. M. Lid Performance. Cart lid assemblies shall meet the following minimum requirements: • Prevent damage to the Cart body, the lid itself or any component parts through repeated opening and closing of the lid by residents or in the dumping process as intended; • Remain closed in winds up to 25 miles per hour from any direction. All lid hinges must remain fully functional and continually hold the lid in the original designed and intended positions when either opened or closed or any position between the two extremes; and, • Lid shall be designed and constructed such that it prevents physical injury to the user while opening and closing the Container. 4.7.4.2 Cart Reparability or Replacement Contractor shall be responsible for Cart repair and maintenance, and replacing lost, stolen or damaged Carts within two (2) business days of notification (excluding Saturday, Sunday and holidays listed in Section 4.7.1), at no additional charge to the Customer or to City, unless Contractor can demonstrate to the Executive Director that the damage or loss was due exclusively to the Customer's intentional or wanton destruction. Executive Director shall make the final determination. All repairs must restore the Cart to its full functionality. If City permits a Cart replacement charge to be assessed against Customer, Contractor may charge the Customer the Cart Replacement Fee in the approved rate schedule. Unsightly/worn-out/broken Carts shall be replaced by Contractor upon Customer request at no additional cost to Customer. March 9, 2020 67 City of Santa Ana - DRAFT 60A-156 Customers are responsible for the cleanliness and sanitation of Carts. Contractor shall steam clean Carts upon request of Customers at the rates shown in the approved rate schedule. All Carts in service for the duration of this Agreement shall comply with color and labeling requirements specified by CalRecycle under SB 1383. 4.7.4.3 Bins A. Cleaning and Maintenance. Contractor shall provide Customers with Bins required during the term of this Agreement and maintain Containers in safe working condition. The size of Contractor -provided Bins shall be determined by mutual agreement of Customer and Contractor, and shall be subject to City approval. All Bins in use shall be constructed of heavy metal, or other suitable, durable material, and shall be watertight and well painted. Wheels, forklift slots, and other apparatuses, which were designed for movement, loading, or unloading of the Bin shall be maintained in good repair. Upon Customer or City request, or if required to maintain the Containers in a clean condition, Contractor shall clean Customer Bins at the rates shown in the approved rate schedule. Contractor shall perform cleaning, repainting, or replacement of Bins as necessary to prevent a nuisance caused by odors or vector harborage. When a Bin is removed for cleaning, Contractor shall replace the Bin, either temporarily or as a change -out, with another Container. B. Bin Identification and Color. Each Bin placed in City by Contractor shall have the name of Contractor and phone number in letters not less than three (3) inches high on the exterior of the Bin so as to be visible when the Bin is placed for use. Bins shall be labeled to include bilingual (English and Spanish) and graphic instruction on what materials should and should not be placed in each Bin. Contractor shall repaint Bins upon City's request if the City deems it necessary to maintain a neat appearance. All Refuse Bins shall be painted a uniform color of, and all Recycling and Organics Bins shall be painted a different, uniform color. All Bins in service for the duration of this Agreement shall comply with color and labeling requirements specified by CalRecycle under SB 1383. C. Bin Exchanges. Contractor may charge the Bin exchange fee included in March 9, 2020 60A68157 City of Santa Ana - DRAFT the approved rate schedule for each of two or more Bin exchanges in a twelve (12) month period, due to Bin size change requested by a Customer. 4.7.4.4 Roll -off Boxes Contractor shall provide sufficient Roll -off Boxes to meet Customer demand throughout the Term of the Agreement, and will keep all Roll -off Boxes clean, free from graffiti, equipped with reflectors, and with the name and phone number of Contractor in letters not less than three (3) inches high on the exterior of the Roll -off Box so as to be visible when the Roll -off Box is placed for use. Contractor shall properly cover all open Roll -off Boxes during transport as required by the State Vehicle Code. 4.7.4.5 Graffiti Removal Contractor shall remove graffiti from any Cart or Bin within two (2) business days (excluding Saturday, Sunday and holidays listed in Section 4.7.1) of request by City or Customer at no additional charge. Contractor shall remove graffiti from any Roll -Off Box within five (5) business days of request by City or Customer at no additional charge. Contractor is required to proactively look for graffiti when Collecting Containers, with all graffiti removed from Containers as stated above after any Collection without notification. Contractor shall ensure that all Collection vehicles are equipped with paint, which is the same color as the Containers serviced within the City, for minor graffiti removal observed by drivers. 4.7.4.6 Overflowing Containers Multi -Family Premises with Refuse Bin Service, and Commercial Customers that regularly produce more Refuse than their current level of service can accommodate may have their service level increased in accordance with the following procedure: First Incident in Six Month Period - If more material is placed for Collection than fits in a Container Contractor shall photograph the overflowing Container, Collect the Solid Waste, and send to the Customer (at both the service and billing addresses) the picture and a letter instructing that the next instance of an overflowing Container may result in a charge. Second Incident in Six Month Period - Upon the second event of an overfilled Container in a six-month period, Contractor shall photograph the overflowing March 9, 2020 69 City of Santa Ana - DRAFT 60A-158 Container, Collect the Solid Waste, and send to the Customer the picture and a letter instructing that a third incident in that same six month period may result in an increase in the level of service. If the Container overflowed sufficiently to require the driver to leave the Collection vehicle to clean around the Container, Contractor may charge the Container Overage Cleanup fee in the approved rate schedule. Third Incident in Six Month Period - Upon the third event of an overfilled Container in a six-month period, Contractor shall photograph the overflowing Container, Collect the Solid Waste, and send to the Customer the picture and a letter notifying Customer of an increase in its service level. If the Container overflowed sufficiently to require the driver to leave the Collection vehicle to clean around the Container, Contractor may charge the Container Overage Cleanup fee in the approved rate schedule. In the event that this Section gives rise to a dispute between Contractor and a Customer, City shall settle the dispute in accordance with Section 5.2.3. 4.7.4.7 Litter Abatement A. Minimization of Spills. Contractor shall use due care to prevent Solid Waste or fluids from leaking, being spilled and/or scattered during the Collection or transportation process. If any Solid Waste or fluids leak or are spilled during Collection, Contractor shall promptly clean up all such materials. Each Collection vehicle shall carry a broom and shovel at all times for this purpose. Contractor shall not transfer loads from one vehicle to another on any public street, unless it is necessary to do so because of mechanical failure, accidental damage to a vehicle, or a pre -approved method of Solid Waste transfer between vehicles, without prior written approval by City. B. Clean Up. Contractor shall clean up litter in the immediate vicinity of any Solid Waste storage area if Contractor has caused the litter during the Collection process. Customer shall be responsible for cleanup of litter in Solid Waste storage area not caused by Contractor. Contractor shall identify instances of repeated spillage not caused by it directly with the Waste Generator responsible and will report such instances to City. Contractor may address habitual offenders in accordance with Section 4.7.4.6. March 9, 2020 70 City of Santa Ana - DRAFT 60A-159 C. Covering of Loads. Contractor shall properly cover all open debris boxes during transport to the Disposal Site. 4.7.4.8 Collection of Former Contractor's Containers If any Solid Waste enterprise providing Solid Waste Handling Services to Customers prior to the start of Collection services under this Agreement does not remove the Containers it had in use prior to the start of Collection services under this Agreement, Contractor shall Collect and recycle/dispose of all such Containers at no additional charge to City or Customers. 4.7.5 Personnel A. Qualified Drivers. Contractor shall furnish such qualified drivers, mechanical, supervisory, clerical, management and other personnel as may be necessary to provide the services required by this Agreement in a satisfactory, safe, economical and efficient manner. All drivers shall be trained and qualified in the operation of vehicles they operate and must possess a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. B. Hazardous Material Employee Training. Contractor also agrees to establish and implement an educational program which will train Contractor's employees in the identification of Hazardous Material. Contractor's employees shall not knowingly place such Hazardous Material in the Collection vehicles, nor knowingly dispose of such Hazardous Materials at the Processing Facility or Disposal Site. C. Customer Courtesy. Contractor shall train its employees in Customer courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. If any employee is found to be discourteous or not to be performing services in the manner required by this Agreement, Contractor shall take all necessary corrective measures including, but not limited to, transfer, discipline or termination. If City has notified Contractor of a complaint related to discourteous or improper behavior, Contractor will consider reassigning the employee to duties not entailing contact with the public while Contractor is pursuing its investigation and corrective action process. March 9, 2020 71 City of Santa Ana - DRAFT 60A-160 D. Training. Contractor shall provide suitable operations, health and safety training on an ongoing basis for all of its drivers and other employees who use or operate equipment or who are otherwise directly involved in Collection or other related operations. E. Unauthorized Material Removal. Contractor shall dismiss or discipline employees who remove documents or any other material from Containers, other than specifically for the purposes of Disposal and Diversion as described in this Agreement. 4.7.5.1 Employment of Former Contractor Employees Contractor shall interview all former employees of the previous hauler to be displaced by the transition of Solid Waste Collection under this Agreement. Contractor shall make offers of employment to all such applicants qualified for positions with Contractor. 4.7.5.2 Job Fair Contractor shall hold, at a minimum, one job fair in the City prior to the start of services under this Agreement. The purpose of the job fair is to provide City residents with the opportunity to apply for positions with the Contractor. Contractor shall make offers of employment to all such applicants qualified for available positions with Contractor. 4.7.5.3 Identification Required Contractor shall provide its employees, companies and Subcontractors with identification for all individuals who may make personal contact with residents or businesses in City. Contractor shall provide a list of current employees, companies, and Subcontractors to City upon request. The City reserves the right to perform a security and identification check through the Orange County Sheriff's Department upon Contractor and all its present and future employees, in accordance with accepted procedures established by the City, or for probable cause. 4.7.5.4 Fees and Gratuities Contractor shall not, nor shall it permit any agent, employee, or Subcontractors employed by it, to request, solicit, demand, or accept, either directly or indirectly, any March 9, 2020 72 City of Santa Ana - DRAFT 60A-161 compensation or gratuity for services authorized to be performed under this Agreement except as described in this Agreement, in accordance with Exhibit 2 as updated and approved by City throughout the Term of the Agreement. 4.7.6 Non -Discrimination Contractor shall not discriminate in the provision of service or the employment of Persons engaged in performance of this Agreement on account of race, color, religion, sex, age, physical handicap or medical condition in violation of any applicable federal or state law. 4.7.7 Coordination with Street Sweeping Services Contractor shall coordinate with the Executive Director to ensure that Solid Waste Collection is compatible with the City's street sweeping operations. Contractor will be required to complete their designated routes each day so as not to interfere with the City's street sweeping operations. 4.7.8 Change in Collection Schedule Contractor shall notify City forty-five (45) days prior to, and Customers not later than thirty (30) days prior to, any change in Collection operations which results in a change in the day on which Solid Waste Collection occurs. Contractor will not permit any Customer to go more than seven (7) days without service in connection with a Collection schedule change. City's approval of any change in Collection is required prior to such change, and such approval will not be withheld unreasonably. Any changes in the route map or Collection schedule shall require the prior approval of the City. City may require reasonable changes in the route map or Collection schedule, to improve service, to resolve complaints or for other reasons. Prior to the change of a route schedule, Contractor shall provide written notice of the change to affected Customers ninety (90) days in advance. 4.7.9 Report of Accumulation of Solid Waste; Unauthorized Dumping Contractor shall direct its drivers to note (1) the addresses of any Premises at which they observe that Solid Waste is accumulating and is not being delivered for Collection; and (2) the address, or other location description, at which Solid Waste has been March 9, 2020 73 City of Santa Ana - DRAFT 60A-162 dumped in an apparently unauthorized manner. Contractor shall deliver the address or description to City within five (5) working days of such observation. 4.8 Contingency Plan Contractor shall submit to City on or before the start of Collection services under this Agreement, a written contingency plan demonstrating Contractor's arrangements to provide vehicles and personnel and to maintain uninterrupted service during breakdowns, and in case of natural disaster or other emergency including labor disputes and the events described in Section 11.5. 4.9 Transportation of Solid Waste The Contractor shall transport all Solid Waste Collected under Sections 4.2, 4.3, 4.4, and 4.5 to permitted Solid Waste facilities. Contractor agrees to make all reasonable efforts to separate Recyclable and Organic Materials from Refuse for Diversion from landfill Disposal. The Contractor shall maintain accurate records of the quantities of Solid Waste transported to permitted Solid Waste facilities and will cooperate with the City in any audits or investigations of such quantities. The Contractor shall cooperate with the operator of any permitted Solid Waste facility with regard to operations therein, including, for example, complying with directions from the operator to unload Collection vehicles in designated areas, accommodating to maintenance operations and construction of new facilities, cooperating with its Hazardous Material exclusion program, and so forth. 4.10 Disposal of Refuse a) Contractor shall be required to dispose of any and all Solid Waste which is not Recycled or Diverted by means of composting, mulching and/or transforming pursuant to the terms of this Agreement, at a legally authorized Disposal Site(s) as designated by City. Unless and until the City otherwise obtains ownership of the Solid Waste stream, the designated Disposal Site shall be the Orange County Disposal System. If Contractor is directed to dispose of said Solid Waste at a location other than the Orange County Disposal System, both parties agree to meet and confer regarding any potential rate adjustments which may be March 9, 2020 74 City of Santa Ana - DRAFT 60A-163 necessitated thereby. Should Disposal Sites become unavailable in Orange County at any time during the term of this Agreement, both parties agree to meet and confer regarding any potential rate adjustments which may be necessitated thereby. Contractor hereby agrees and guarantees to the City that the City will be indemnified for CERCLA liability for any Solid Waste Collected by Contractor in the City. Contractor will act as the contracting body and lead agency with the MRF and composting facility with respect to this Agreement and shall be responsible for, and ensure that both facilities act so as to meet the requirements of both this Agreement, AB 939 and SB 1383. 4.11 Flow Control Option City shall have the absolute ability to choose the location for the delivery and/or Disposal of all Solid Waste (including residue Refuse from Recyclables, Organic Materials, and Construction and Demolition Debris Collected pursuant to this Agreement (hereinafter City's "Flow Control Option'). Contractor expressly consents to City's ability to direct the location for disposal of Solid Waste hereunder, and waives any and all rights to challenge City's ability to do so, including without limitation any rights under the Commerce Clause of the United States Constitution. As of the effective date, City shall be deemed to have exercised its Flow Control Option so as to require delivery of all Solid Waste Collected hereunder to the Orange County Disposal System in a manner consistent with its obligations under the County Agreement (Exhibit 7) (including, without limitation, its obligations related to Solid Waste that is delivered to a processing/transfer facility prior to being delivered to a landfill for disposal), and Contractor has agreed to handle all Solid Waste Collected hereunder in a manner consistent with City's exercise of its Flow Control Option as noted above. At any time during the Term of this Agreement the Executive Director may notify Contractor in writing that City no long desires to exercise its Flow Control Option. In the event City so notifies Contractor of its desire to cease exercising its Flow Control Option, Contractor shall have the absolute discretion to utilize any Disposal facility, Transfer Station, Recycling facility, Material Recovery Facility, landfill, or other facility of its choosing to retain, Recycle, process, and dispose of Solid Waste generated within the City, provided the use of such facility by Contractor enables it to meet all other requirements of this Agreement. March 9, 2020 75 City of Santa Ana - DRAFT 60A-164 4.12 County Agreement Contractor expressly acknowledges its awareness and understanding of the County Agreement which has been adopted and entered into by the City. Moreover, Contractor acknowledges that it has had an opportunity to review the County Agreement, and is aware of the provisions thereof that require all Solid Waste Collected in the City limits to be disposed of in the Orange County Disposal System. Contractor further acknowledges that the County of Orange is an intended third party beneficiary of Contractor's obligations relating in any way to the disposal of Solid Waste pursuant to this Agreement and the County Agreement. Contractor hereby adopts as its obligations hereunder such provisions of the County Agreement that require action or inaction by it as City's Solid Waste franchisee. Contractor represents and warrants that it can and will perform its duties in connection with this Agreement in such a manner as to ensure that the City does not breach the terms of the County Agreement as a result of Contractor's actions or inactions. In the event City advises Contractor in writing that the County Agreement has been terminated, or that it no longer wishes to exercise its Flow Control Option in a manner consistent with the County Agreement, then Contractor's obligations pursuant to this paragraph will be terminated. 4.13 Status of Disposal Site Any Disposal Site chosen and utilized by Contractor, shall have been issued all permits from federal, state, regional, county and City agencies necessary for it to operate as a Class III Sanitary Landfill. 4.14 Solid Waste Facility Capacity Guarantee Contractor shall provide City with guaranteed capacity for the following Solid Waste facilities for the Term of this Agreement: [INCLUDE LIST FROM COMPANY'S PROPOSAL] 4.15 Commingling of Refuse Collection Routes Contractor shall not commingle City Refuse Collection routes with other city or county routes. If this is not feasible, upon approval by the City, Contractor may commingle routes, but must submit to City a detailed monthly report setting forth the breakdown of tonnage Collected from the commingled routes within thirty (30) days after the end March 9, 2020 76 City of Santa Ana - DRAFT 60A-165 of each month. Contractor shall have the methodology used to segregate the loads between jurisdictions approved in advance by the City. 4.16 Route Audit Once during the first year or at City request (but not more than once every three years), Contractor shall conduct an audit of its Collection routes in the City. City may use information from the audit to develop a request for proposals for a new service provider. City may instruct Contractor when to conduct the audit in order for the results to be available for use in preparation of a request for proposals or for other City uses. City may also instruct Contractor to conduct an audit at a time that would produce the most accurate Customer service information for a new service provider to use in establishing service with Customers. In setting these audit dates, City will establish due dates for Contractor providing routing and account information, and later, the report, to City. The route audit, at minimum, shall consist of an independent physical observation by Person(s) other than the route driver of each Customer in City. This Person(s) is to be approved in advance by City. The route audit information shall include, as a minimum, the following information for each account: For Residential Curbside Service Unit and Multi -Family Customers with Cart Service: • Route Number; • Truck Number; • Number and size of Carts by waste stream (Refuse, Recycling, Organics) • Cart condition; For Bin and Roll -Off Customers: • Route Number; • Truck Number; • Account Name; • Account Number; • Account Service Address; • Account Type (Residential, Commercial, Roll -Off); • Service Level per Contractor Billing system (Quantity, Size, Frequency, Waste Stream); March 9, 2020 77 City of Santa Ana - DRAFT 60A-166 • Observed Containers (Quantity, Size, Frequency, Waste Stream). • Container condition; • Proper signage; and, • Graffiti. Within thirty (30) days after the completion of the route audit, Contractor shall submit to City a report summarizing the results of the audit. This summary shall include: • Identification of the routes; • Route map; • Truck numbers; • Number of accounts, by route and in total (Residential, Commercial and Roll -off); • Confirmation that all Refuse routes are dedicated exclusively to City Customers; • Number and type of exceptions observed; • Total monthly service charge (Residential, Commercial and Roll -off Box), pre -audit; • Total monthly service charge (Residential, Commercial and Roll -off), post -audit (subsequent to corrections of identified exceptions); and, The report shall include a description of the procedures followed to complete the route audit. This description shall include the names and titles of those supervising the route audits and the name and titles of those performing the observations. The report shall also include a description of the changes and Contractor's plans to resolve the exceptions. The results of the audit, and supporting back-up data, shall be available for review by City or its representative. 4.17 Service Exceptions; Hazardous Material Notifications A. Failure to Collect. When Solid Waste is not Collected from any Solid Waste service recipient, Contractor shall notify its service recipient in writing, at the time Collection is not made, through the use of a "tag" or otherwise, of the reasons why the Collection was not made. B. Hazardous Material Inspection and Reporting. Contractor reserves the right to reject Solid Waste observed to be contaminated with Hazardous Material and the right not to Collect Hazardous Material put out with Solid Waste. Contractor shall notify all agencies with jurisdiction, if appropriate, including the California Department of Toxic Substances Control and Local Emergency Response Providers and the National March 9, 2020 78 City of Santa Ana - DRAFT 60A-167 Response Center of reportable quantities of Hazardous Material, found or observed in Solid Waste anywhere within the City. In addition to other required notifications, if Contractor observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Materials unlawfully Disposed of or released on any City property, including storm drains, streets or other public rights of way, Contractor will immediately notify the Executive Director or the Executive Director's designee. Contractor shall implement and maintain a training program that will assist its employees in identifying and properly disposing of any Hazardous Material that may come into their possession. C. Hazardous Material Diversion Records. Contractor shall maintain records showing the types and quantities, if any, of Hazardous Material found in Solid Waste and which was inadvertently Collected from service recipients within the City, but diverted from landfilling. 4.18 Contractor/City Meetings Contractor and City will meet monthly for the term of this Agreement, to discuss concerns and comments. City reserves the right to increase or reduce the number of Contractor/City Meetings at any time during the term of this Agreement. March 9, 2020 79 City of Santa Ana - DRAFT 60A-168 ARTICLE 5 OTHER SERVICES 5.1 Services and Customer Billing 5.1.1 Residential Curbside Service Unit Billing Contractor shall establish rates for its provision of services for Residential Curbside Service Unit Customers pursuant to this Agreement. Such rates shall in no case exceed those set forth in the approved rate schedule. The City shall collect on behalf of the Contractor the rates established by the Contractor for said services. Rates collected and paid to the Contractor shall be based on the total number of Residential Curbside Service Units billed by the City for curbside service during that month, less City fees described in Article 3. City shall make billing records available to Contractor upon reasonable notice for the purpose of auditing such records. Remittance to Contractor of payments collected by the City for curbside service shall be on a monthly basis. 5.1.2 Senior and Mobile Home Low Generator Rate Seniors 65 years of age and older and residents living in mobile home communities, both of which must live in households with no more than two persons, are low trash generators, and be the person named on the Municipal Utility Services account receiving Cart Service shall be provided one (1) 35-gallon Cart for Refuse, one (1) 35- gallon Cart for Recycling, and one (1) 35-gallon Cart for Organics for the monthly rate included in the approved rate schedule. Customers receiving the senior and mobile home low generator rate may not request additional Carts. 5.1.3 Multi -Family and Commercial Cart Service, and Multi -Family and Commercial/Industrial Bin Services Billing Contractor shall be responsible for billing for Commercial Cart, and Multi -Family and Commercial/Industrial Bin services and other special charges as permitted in the approved rate schedule on a monthly basis. For Multi -Family Cart Customers whose residences are governed by a homeowners March 9, 2020 80 City of Santa Ana - DRAFT 60A-169 association, Contractor may enter into an agreement with the homeowners association with the approval of the Executive Director, whereby the homeowners association shall be billed directly by Contractor, and remit payments for all residents within the association directly to Contractor. Contractor is responsible for customer billing and remittance to City of the City Franchise Fee and other City fees for homeowners associations direct -billed by the Contractor. Bills must be itemized by Container size, frequency of service, and period billed for. 5.1.4 Roll -Off Billing Contractor shall bill for Roll -off services and other special charges as permitted in the approved rate schedule on a monthly basis. Bills must be itemized by Container size, frequency of service, tons, per ton fees, and period billed for. 5.1.5 Special Bin Services and Customer Service Requirements Contractor may enter into agreements with Bin Service Customers for special Collection services different from, in addition to, or greater than the minimum collection services required in this Agreement. Minimum Container capacity requirements are described in Section 16-37 of the City of Santa Ands Municipal Code. 5.1.6 Other Optional Services Contractor may offer on a subscription basis other optional services for which a rate is not provided in the approved rate schedule, at a rate negotiated between Contractor and a Residential Curbside Service Unit Customer or other Customers, subject to approval by the Executive Director. Contractor may not charge a fee for moving its vehicles in reverse for the purposes of emptying a Bin. Contractor must notify Executive Director of service type, and negotiated rate prior to initiating service. 5.1.7 Review of Billings Contractor shall review its Billings to Customers under Sections 5.13 and 5.1.4. The purpose of the review is to determine that the amount which Contractor is billing each Customer is correct in terms of the level of service being provided to such Customer by Contractor. Contractor shall review Customer accounts annually, and submit to City a March 9, 2020 81 City of Santa Ana - DRAFT 60A-170 written report of that review annually on the anniversary of the Effective Day of this Agreement. 5.1.8 Suspension of Service Due to Non -Payment Contractor may charge a delinquency fee of not more than ten (10%) percent per month on accounts billed by Contractor which have not remitted required payments within thirty (30) days after the date of billing. Should payment not be received within forty- five (45) days of billing, Contractor shall notify said Customer on forms approved by the City that service may be discontinued fifteen (15) days from the date of the notice if payment is not made before than time. Upon payment by the Customer of all amounts due, including delinquent fees, Contractor shall resume collection on Contractors next regularly scheduled collection day. Contractor may charge a re -start fee in accordance with the approved rate schedule for re-establishing service that was discontinued due to non-payment. At City's request, Contractor shall provide the City with a list indicating the Customers which have had service ceased due to nonpayment. 5.2 Customer Service 5.2.1 Local Office Contractor shall maintain an office within the City of Santa Ana. Office hours shall be, at a minimum, from 8:00 A.M. to 5:00 P.M., Monday through Friday and from 8:00 A.M. to noon on Saturdays, exclusive of holidays. A responsible and qualified representative of Contractor shall be available during office hours for communication with the public at the local office, and to receive payments from Customers. Normal office hour telephone numbers shall be a toll free call. Contractor's telephone system shall be adequate to handle the volume of calls typically experienced on the busiest days. Contractor shall also maintain a toll free telephone number for use during other than normal business hours. Contractor shall have a representative, answering or message providing/receiving (voice -mail) service available at said after-hours telephone number. After -hour calls shall be responded to on the next business day (excluding Saturday, Sunday and holidays listed in Section 4.7.1). Contractor shall have the capability of responding to the public in English and Spanish during office hours. March 9, 2020 60A82171 City of Santa Ana - DRAFT 5.2.2 Complaint Documentation All service complaints shall be directed to Contractor. Daily logs of complaints shall be retained for a minimum of twenty-four (24) months and shall be available to City at all times upon request, and included in Contractor's monthly reports as described in Section 8.3.2. Contractor shall log all complaints received by telephone and said log shall include the date and time the complaint was received, name, address and telephone number of caller, description of complaint, employee recording complaint and the action taken by Contractor to respond to and remedy complaint. Missed pickups shall be included in this log. All Customer complaints and inquiries shall be date -stamped when received and shall be initially responded to within one (1) business day (excluding Saturday, Sunday and holidays listed in Section 4.7.1) of receipt. Contractor shall log action taken by Contractor to respond to and remedy the complaint. All Customer service records and logs kept by Contractor shall be available to City upon request and at no cost to City. City shall, at any time during regular Contractor business hours, have access to Contractor's Customer service department for purposes that may include monitoring the quality of Customer service or researching Customer complaints. 5.2.3 Resolution of Customer Complaints Disputes between Contractor and its Customers regarding the services provided in accordance with this Agreement may be resolved by the City. The City's decision shall be final and binding. Should Contractor and Customers not be able to establish a mutually acceptable fee to be charged for special hauling services, the matter shall also be determined by the City, and the City's decision shall be final. Intervention by the City is not a condition precedent to any rights or remedies third parties might otherwise have in any dispute with Contractor. Nothing in this section is intended to affect the remedies of third parties against Contractor. To the extent that remedies are warranted through this Agreement, this section shall apply. March 9, 2020 60A83'' % n City of Santa Ana - DRAFT 5.2.4 City Liaison The Contractor shall designate a person to serve as agent and liaison between the Contractor and the City and shall maintain a telephone and a means for contact at all times including during periods of strike or other emergencies. Contractor shall not change this designation without prior approval of the City, excluding cases of termination of the employee. City may request that Contractor change City Liaison, and shall have the right to approve the City Liaison. The Contractor's City Liaison shall meet with the City as necessary to effectuate the purposes of the Agreement. 5.2.5 Route Supervisor Contractor shall designate in writing a route supervisor that shall be assigned exclusively to the City, and who shall be responsible for working with City's Executive Director to resolve Customer service related complaints. Route supervisor shall be accessible via cell phone or radio in the field at all times. City shall be notified in advance of any change in Route Supervisor and shall have the right of approval. City may request that Contractor change Route Supervisor. 5.3 Education and Public Awareness 5.3.1 General Contractor acknowledges and agrees that education and public awareness are critical, key and essential elements of any efforts to achieve AB 939 requirements. Accordingly, Contractor agrees to take direction from City to exploit opportunities to expand public and Customer knowledge concerning needs and methods to reduce, reuse and recycle Solid Waste and to cooperate fully with City in this regard. Contractor shall maintain its own program of providing information relevant to billing and Solid Waste services, issues and needs with its bills. All public education materials shall be approved in advance by City, and produced in English, Spanish and Vietnamese. Additional languages may be required during the Term of this Agreement. City may request Contractor to perform mailing services for Customers direct -billed by Contractor, and if so able, provide not less than thirty (30) days' notice to Contractor prior to the mailing date of any proposed mailing to permit Contractor to make appropriate arrangements for inclusion of City's materials. City will provide Contractor March 9, 2020 84 City of Santa Ana - DRAFT 60A-173 the mailers at least fifteen (15) days prior to the mailing date. Contractor shall be responsible for all costs associated with the printing and distribution of mailers. 5.3.2 AB 341, AB 1826, and SB 1383 Implementation Plan Contractor shall ensure the City's compliance with AB 341, AB 1826, and SB 1383 by initiating the planned tasks, procedures, proposed staffing assignments, and schedules for AB 341, AB 1826, and SB 1383 included in Sections 4.3.5.1 and 4.3.6.1 and more fully documented in the implementation plan included in Contractor's proposal to the City. The implementation plan includes a timeline for conducting on -site compliance audits to all AB 341, AB 1826, and SB 1383 non -compliant Commercial and Multi -family Customers; a proposal template as described in Section 4.3.5.1 and 4.3.6.1; written protocols for conducting on -site compliance audits and documenting internal compliance programs; proposed staffing assignments for implementing compliance audits at Commercial and Multi -family non -compliant Customers; specifications of the proposed internal Collection receptacle for distribution during the AB 1826/SB 1383 outreach; an education and outreach plan for a SB 1383 Residential Curbside Unit Organics program including the use of any strategic marketing or social media; an operations plan for delivering new Residential Curbside Unit Organics carts, re- stickering or augmenting existing Residential Curbside Unit Carts; a plan for providing in -home kitchen pails to Residential Curbside Unit Customers who request them (if proposed); a plan for community workshops to educate Customers about the Residential Curbside Unit Organics program; a plan for door-to-door Residential Curbside Unit Organics outreach for neighborhoods (if any); a plan for conducting route reviews and/or waste characterization studies to assess compliance with SB 1383 monitoring requirements; a plan for notifying Customers of unacceptable levels of contamination and a template hang -tag; proposed drafts of written `welcome letters' and other outreach materials to Residential, Multi -family, and Commercial Customers to notify them of the transition and the new program offerings; a plan and timeline for how the Contractor will implement Multi -Family Organics Recycling programs at all Multi -Family Customers as required by SB 1383; templates for compliance reporting documents; etc. It is the responsibility of the Contractor to develop an implementation plan for SB 1383 based on the final approved regulatory requirements. Within 30 days of receiving the written implementation plan, the City will review the plan and provide further direction to the Contractor to ensure the plan is satisfactory in complying with AB 341, AB 1826, and SB 1383. The Contractor shall have 30 days to incorporate the March 9, 2020 6OA85174 City of Santa Ana - DRAFT requests of the City into the plan. 5.3.3 Implementation and On -going Education Requirements Contractor will provide a minimum of the following public education items to be developed at Contractor's expense and distributed as indicated below: • Initial Mailing - Contractor will prepare and mail an initial mailing to Customers explaining the transition from the existing program to the new program. The mailing will describe program changes, route changes, dates of program implementation, and other necessary information. • Workshops - Contractor will conduct a minimum of five public workshops describing program changes, route changes, dates of program implementation, and other necessary information. • Instructional Packet Accompanying Contractor -Provided Containers - An information packet shall be attached to each set of Carts distributed to a Customer. At a minimum, packet should describe available services, including how to place Carts for Collection, which materials should be placed in each Cart, Collection holidays, and a Customer service phone number. • Cart Instruction Markings - Contractor will place stickers on, or hot stamp, Recyclable Materials and Organics Carts to demonstrate to Customers which materials are and are not acceptable for placement in each Cart. Stickers shall be replaced when materials change or as labels become worn. Markings shall be written in both English and Spanish. Additionally, all Carts shall be labeled in accordance with CalRecycle requirements under SB 1383 throughout the term of this Agreement. • How -To Brochure - Contractor will prepare and distribute a brochure packet to new Customers when they start service. Packet will contain updated information on how to use the Contractor -provided Containers, when, where and how to place Solid Waste for Collection, and who to contact with service or billing questions. • Annual Brochures/Mailings - Not less than once per year during each Rate Year, Contractor shall prepare and distribute to each Customer a mailing to update Customers regarding program basics, program changes, holiday schedules and March 9, 2020 60A8617 5 City of Santa Ana - DRAFT other service -related information. Separate brochures shall be developed for Residential, Multi -family, and Commercial Customers, reflecting the different services provided to each group. Mailings should promote and explain: all Solid Waste programs offered by City and Contractor (such as Recycling, Organics, Holiday Tree and Bulky Item Collections) describe in detail; the environmental, regulatory, and other benefits of participating in Recycling; how to properly dispose of Household Hazardous Material such as syringes, paint, etc.; Collection schedules, including holiday schedules; Customers service numbers; State -mandated program requirements; and the procedures to begin and terminate services. This brochure shall be at least two (2) pages, and printed in full color in English, Spanish and Vietnamese. Contractor is responsible for all associated costs. • Billing Inserts - Upon request by the City, Contractor shall include information developed by the City, or developed by Contractor at request of City, with invoices for Customers direct -billed by Contractor. • Santa Ana Green Quarterly Newsletter - Not less than four times per year during each Rate Year, Contractor shall be responsible for twenty-five percent (25%) of all costs incurred by City for the production and mailing of the City's quarterly newsletter. The City reserves the right to direct the production of the quarterly newsletter to a contractor of the City's choosing. The Contractor shall be required to coordinate distribution via U.S. Mail of the quarterly newsletter with a local mailing house, including furnishing Residential Curbside Service Unit, and Multi -Family Premises Customers' mailing addresses. • Corrective Action Notice - For use in instances where the Customer sets out inappropriate materials. Recycling Coordinator - To achieve a high level of Recycling public education and awareness, the Contractor shall dedicate one (1) or more full-time Recycling Coordinators to the City to complete outreach to Residential, Multi -family and Commercial customers, and develop and implement all public education and outreach activities required under the Agreement. The Recycling Coordinator shall conduct outreach, promote waste reduction, recycling, diversion programs, and provide technical assistance to Multi -family and Commercial Customers. March 9, 2020 87 City of Santa Ana - DRAFT 60A-176 • The Recycling Coordinator shall work exclusively on the City programs and services and shall not have other, non -City responsibilities or other City responsibilities not related to Recycling Coordinator responsibilities in the City. • Contractor shall provide a fully trained and experienced Recycling Coordinator on or before the start of services under this Agreement. In the event of resignation of a Coordinator, Contractor shall have a maximum of ninety (90) calendar days to replace the Coordinator. Contractor shall notify City, in writing, of the name, education, background and experience, including a resume, and a list of three (3) references for each Coordinator prior to commencing operations and whenever there is a change in the staffing of the positions. • Upon City request, Contractor shall designate a different Coordinator if the City is dissatisfied with the performance of the designated Coordinator. • The Contractor shall allow the City a reasonable opportunity to review, request modifications to, and approve all materials including, but not limited to: print, radio, television, or internet media before publication, distribution, and/or release. The Recycling Coordinators shall also work cooperatively with a City -selected outreach and education consultant. • Technical Assistance - Contractor is responsible for providing technical assistance to Customers to promote participation in the diversion programs included in this Agreement, and future regulatory requirements. Contractor may utilize the services of a consultant to provide these services upon approval by the City using the procurement protocols set forth in Section 4.4.7. • Web Site Page - Contractor shall dedicate one page of a Contractor web site to City services, including, at a minimum, listing contact names and numbers for Customer Service and information on Bulky Item Collection and other service -related information. The Contractor shall assist the City in establishing a link to this web page from the City's web site. The web site page shall host Recycling- and sold waste -related content as directed by the City. March 9, 2020 60A88 % % City of Santa Ana - DRAFT • Integrated Waste Management Video - Contractor shall cooperate in the production of a video for use by the City with an approximate length of three (3) minutes describing the SB 1383-mandated Residential Curbside Organics program as well as Residential Curbside Recycling procedures to reduce contamination. All brochures, mailings, and other educational materials are to be approved by the City in advance of distribution, and shall bear the City seal, unless otherwise approved by the City. 5.3.4 Community Events At the direction of City, Contractor shall participate in and promote Recycling and other Diversion techniques at a minimum of four (4) community events per calendar year. Such participation would normally include providing, without cost, Collection and educational and publicity information promoting the goals of City's Solid Waste program. The City reserves the right to modify the required events and Contractor's participation requirements. 5.3.5 Media Relations Contractor shall notify the City of all requests for news media interviews related to the City's Solid Waste Handling Services within twenty-four (24) hours. Before responding to any inquiries, Contractor will discuss the proposed response with the City. Copies of draft news releases or proposed trade journal articles shall be submitted to City for prior review and approval at least two (2) working days in advance of release. Copies of articles resulting from media interviews or news releases shall be provided to the City within five (5) days after publication. 5.4 Waste Generation/Characterization Studies Contractor acknowledges that City must perform Solid Waste generation and Disposal characterization studies periodically to comply with AB 939 requirements. Contractor agrees to participate and cooperate with City and its agents and to accomplish studies and data collection and prepare reports, as needed, to determine weights and volumes of Solid Waste and characterize Solid Waste generated, disposed, transformed, diverted or otherwise handled/ processed to satisfy AB 939 requirements. March 9, 2020 89 City of Santa Ana - DRAFT 60A-178 ARTICLE 6 COMPANY COMPENSATION AND RATES 6.1 General Contractor Compensation provided for in this Article shall be the full, entire and complete compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, Disposal, Recycling, processing, transfer, profit and all other factors necessary to perform all the services required by this Agreement in the manner and at the times prescribed. Contractor will perform the responsibilities and duties described in this Agreement in consideration of the right to receive compensation for services rendered at maximum rates approved by City from time -to -time. 6.2 Initial Rates The rates for the Rate Year beginning July 1, 2022 and ending June 30, 2023 shall not exceed those set forth in Exhibit 2 hereto, unless amended by a written amendment to this Agreement entered into by and between the City and the Contractor. Contractor has reviewed these maximum rates and agrees they are reasonably expected to generate sufficient revenues to provide adequate Contractor Compensation. Unless and until the maximum rates set forth on Exhibit 2 are adjusted, Contractor will provide the services required by this Agreement, charging no more than the maximum rates authorized by Exhibit 2, except as provided herein and in Section 6.3. 6.3 Schedule of Future Adjustments Beginning with Rate Year 2 (July 1, 2023) and for all subsequent Rate Years, Contractor is to submit the annual rate adjustment calculation (increase or decrease) to the maximum rates shown in Exhibit 2. The Contractor shall submit its calculation to be received by City, by March 1 of the same year based on the method of adjustment described in Section 6.4. Failure to submit a written request by March 1, shall result in Contractor waiving the right to request such an increase for the subsequent year. If in any year, the Contractor does not request the annual adjustment, and the adjustment would have been a decrease, the next year's adjustment will be offset to the extent of the March 9, 2020 90 City of Santa Ana - DRAFT 60A-179 waived decrease or the City may choose to notify the Contractor that it will implement the decrease. 6.4 Method of Adjustments 6.4.1 General Pursuant to Section 6.3, Contractor may request an annual adjustment to the Total Rate according to the formula shown in Exhibit 3, subject to review and approval of the City, in compliance with California Constitution Article XIIIIID (Proposition 218) and the Proposition 218 Omnibus Implementation Act (Govt. Code Sections 53750 et. seq.). All future adjustments to be effective July 1 shall be based on the rates described in the Contractor's Proposal. 6.4.2 Cost Component and Rate Adjustment Indexes The approved rates consist of the following cost components, followed by the initial weightings of each component. Each cost component may be adjusted by the change in the corresponding index as provided below. See Sections 6.4.3 through 6.4.6 for detailed rate adjustment procedures and Exhibit 3 for examples of rate adjustment procedures. RESIDENTIAL CURBSIDE, MULTI -FAMILY AND COMMERCIAL SERVICES COST COMPONENTS %of Costs (1) a, U N � � U a s � Cost Component U c m Rate Adjustment Index A. Service 72% 78% Consumer Price Index for All Urban Consumers (CUUR0000AOLIE), all items less food and energy —U.S. City Average (2) B. Fuel 5% 5% Producer Price Index WPU05522101, Fuels and related products and power - Commercial natural gas (2) C. Disposal 23% 17% Waste Disposal Agreement per ton gate rate at Orange County Landfill System Total 1009/0 1009/0 (1) Weightings may be adjusted annually based on the adjustment process discribed in this Article 6. (2) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. March 9, 2020 91 City of Santa Ana - DRAFT 60A-180 ROLL -OFF COST COMPONENTS ROLL -OFF PULL FEE PER LOAD - ALL TYPES AND SIZES Cost Component % of Costs (1) Rate Adjustment Index A. Service 90% Consumer Price Index for All Urban Consumers (CUUROOOOAOLIE), all items less food and energy— U.S. City Average (2) B. Fuel 10% Producer Price Index WPU05522101, Fuels and related products and power - Commercial natural gas Tota I 100 ROLL -OFF TONNAGE CHARGE Cost Component Rate Adjustment Index C. Tonnage Charge Consumer Price Index for All Urban Consumers (CUUROOOOOSAO), All Items, not seasonally adjusted — U.S. City Average (2) (1) Weightings may be adjusted annually based on the adjustment process discribed in this Article 6. (2) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. OTHER SERVICES Cost Component Rate Adjustment Index A. Used Motor Oil and Consumer Price Index for All Urban Consumers Used Motor Oil (CUUROOOOAOLIE), all items less food and energy— U.S. City Filter Collection: Average (1) Monthly Collection Charge B. Emergency Services: Consumer Price Index for All Urban Consumers Hourly Rate (CUUROOOOAOLIE), all items less food and energy— U.S. City Average (1) C. Grant Consumer Price Index for All Urban Consumers Administration: (CUUROOOOAOLIE), all items less food and energy— U.S. City Hourly Rate Average (1) (1) Average annual change for the 12 months ending December of the previous Calendar Year compared to the 12 months ending in December of year prior. 6.4.3 Rate Adjustment Steps for Curbside Services and Bin Services Curbside Services rates and Bin Services rates (excluding roll -off) will be adjusted using the same method, but will be calculated separately due to the differences in the weightings of the service and disposal components for each Customer type, as listed in Section 6.4.2. March 9, 2020 92 City of Santa Ana - DRAFT 60A-181 Step One - Calculate the percentage increase or decrease in Service, Fuel, and Disposal component indices listed in Section 6.4.2. The increase or decrease in the Service and Fuel component indices will be for the change in the average annual published indices for the twelve (12) month period ending December prior to the July 1 when the rate change will take effect. The Disposal component will be based on the actual percentage change in the waste disposal agreement per ton gate rate at the Orange County Landfill System as of July 1 of each Rate Period. Step Two - The first rate adjustment cost components as a percentage of total costs are provided in Section 6.4.2 above, with subsequent components calculated in Step Four of the rate adjustment. For Step Two of each subsequent rate adjustment, use the cost components recalculated in Step Four during the previous rate adjustment. Multiply the percentage changes for each rate adjustment component by that component's weighting and add these resulting percentages together to get the total weighted change to the rates. Step Three - Multiply the total weighted percent change from Step Two by the existing maximum Curbside Services rates and Bin Services rates to determine the increase or decrease in maximum rates. Then add (subtract) the changes in rates to (from) the existing maximum rates to determine the new maximum rates. Step Four - Recalculate weightings for the following year based on these changes. 6.4.4 Rate Adjustment for Permanent Roll -Off Box This Section shall apply exclusively to the adjustment of Roll -off Box rates that are billed as "pull plus dump' and consist of a pull rate, or service component, plus a tonnage cost. See Exhibit 3 for example rate adjustment procedures. Service or "Pull" Component Step One - Calculate the percentage increase or decrease in the Service and Fuel components for "Pull Fee Per Load - All Types and Sizes" listed in Section 6.4.2. The increase or decrease in the rate adjustment indices for Service and Fuel components will be for the change in the average annual published indices for the twelve (12) month period ending December prior to the July 1 when the rate change will take effect. March 9, 2020 93 City of Santa Ana - DRAFT 60A-182 Step Two - The first rate adjustment cost components as a percentage of total costs are provided in Section 6.4.2 above, with subsequent components calculated in Step Four of the rate adjustment. For Step Two of each subsequent rate adjustment, use the cost components recalculated in Step Four during the previous rate adjustment. Multiply the percentage changes for each rate adjustment component by that component's weighting and add these resulting percentages together to get the total weighted change to the rates. Step Three - Multiply the total weighted percent change from Step Two by the existing Pull Per Load - All Types and Sizes rate to calculate the increase or decrease to the maximum rate. Then add (subtract) the change in rates to (from) the existing maximum rates to determine the new maximum rates. Step Four - Recalculate weightings for the following year based on these changes. Roll -Off Tonnage Charge Step One - Calculate the percentage increase or decrease in the tonnage component for "Roll -Off Tonnage Charge" listed in Section 6.4.2. The increase or decrease in the rate adjustment indices for the tonnage component will be for the change in the average annual published indices for the twelve (12) month period ending December prior to the July 1 when the rate change will take effect. Step Two - Multiply the percent change from Step One by the existing tonnage rate to calculate the increase or decrease to the maximum rate. Then add (subtract) the change in rates to (from) the existing maximum rates to determine the new maximum rates. Note: Under the Waste Disposal Agreements (WDA) with Orange County Waste and Recycling, the per ton gate rate, which is a portion of the "Roll -Off Tonnage Charge, is adjusted annually based on the increase or decrease in the Consumer Price Index for All Urban Consumers (CUUROOOOSAO), all items, U.S. city average, not seasonally adjusted, until the WDAs expire in 2025. In the event that there is an extraordinary adjustment to the Orange County Landfill per ton gate rates during or after the term of the WDAs, Contractor may request an extraordinary rate adjustment to the Roll Off Tonnage Charge as provided in this Agreement in Section 6.5. March 9, 2020 94 City of Santa Ana - DRAFT 60A-183 6.4.5 Adjustment for Contractor's Monthly Compensation for Other Services StMOne - Calculate the percentage increase or decrease in the CPI. The increase or decrease in the will be for the change in the average annual published indices for the twelve (12) month period ending December prior to the July 1 when the rate change will take effect. St�Two - Multiply the percent change from Step One by the existing compensation to calculate the increase or decrease to the maximum rate. Then add (subtract) the change in compensation to (from) the existing maximum compensation to determine the new compensation. 6.4.6 Rate Adjustment for Optional Construction and Demolition Roll -Off Box and Bin Services [Upon determination by City Council to include the optional construction and demolition services in this Agreement, the rate increase methodology for this program shall be included in this section] 6.5 Extraordinary Adjustments Contractor or City may request an adjustment to maximum rates at reasonable times other than that allowed under Section 6.3 in the event of extraordinary changes in the cost of providing service under this Agreement. Such changes shall not include changes in the market value of Recyclables from the values assumed in Contractor's Proposal, inaccurate estimates by the Contractor of its proposed cost of operations, unionization of Contractor's work force, or change in wage rates or employee benefits. Contractor may request an extraordinary adjustment based on changes in a direct per ton fee assessed at the Disposal Site by federal, state or local regulatory agencies after the effective date. Extraordinary rate adjustments shall only be effective after approval by City Council in compliance with California Constitution Article XIIID (Proposition 218) and the Proposition 218 Omnibus Implementation Act (Govt. Code Sections 53750 et. seq.) and may not be applied retroactively. For each request for an adjustment to the maximum rates that Contractor may charge Customers brought pursuant to this section, Contractor shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by Contractor in preparing the March 9, 2020 95 City of Santa Ana - DRAFT 60A-184 estimate. Contractor shall also submit a schedule showing how its total costs and total revenues have changed over the past three years for the services provided under this Agreement. Contractor shall provide to City a report of its annual revenues and expenses for the services provided in the City, and City shall have right to audit this information in connection with the City's review of Contractor's rate adjustment request. City shall review the Contractor's request and conduct a duly -noticed public hearing as required by California Constitution Article XIIID (Proposition 218) and the Proposition 218 Omnibus Implementation Act (Govt. Code Sections 53750 et. seq.). If, after closing the public hearing, there is not a "majority protest" to the extraordinary adjustment, as defined in Proposition 218, the City may, in its sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. City may consider increases or decreases in the Contractor's total revenues and total cost of services when reviewing an extraordinary rate adjustment request. A rate adjustment request made in response to a new service requested by City will be determined in accordance with Section 2.10. March 9, 2020 96 City of Santa Ana - DRAFT 60A-185 ARTICLE 7 REVIEW OF SERVICES AND PERFORMANCE 7.1 Performance Hearing City may hold a public hearing on or about the two-year anniversary of the start of this Agreement, and each 12 months thereafter, at which time Contractor shall be present and shall participate, to review the Solid Waste Collection, source reduction, processing and other Diversion services and overall performance. The purpose of the hearing is to provide for a discussion and review of technological, economic, and regulatory changes in Collection, source reduction, Recycling, processing and Disposal to achieve a continuing, advanced Solid Waste Collection, source reduction and Recycling and Disposal system; and to ensure services are being provided with adequate quality, effectiveness and economy. Forty-five (45) days after receiving notice from City of a Solid Waste Services and Performance Review Hearing, Contractor shall, at a minimum, submit a report to City indicating the following: a) Changes recommended and/or new services to improve City's ability to meet the recycling/waste diversion goals. b) Any specific plans and proposed costs for provision of changed or new services by Contractor. c) Results of the most recent route audit as described in Section 4.16. The records required by this Agreement regarding Customer complaints may be used as one basis for review. Contractor may submit other relevant performance information and reports for consideration. City may request Contractor to submit specific information for the hearing. In addition, any Customer may submit comments or complaints during or before the hearing, either orally or in writing, and these shall be considered. Topics for discussion and review at the Solid Waste Services and Performance Review Hearing shall include, but shall not be limited to, services provided, route audit results feasibility of providing new services, application of new technologies, Customer March 9, 2020 97 City of Santa Ana - DRAFT 60A-186 complaints, amendments to this Agreement, developments in the law, new initiatives for meeting or exceeding AB 939's goals, regulatory constraints and Contractor performance. City and Contractor may each select additional topics for discussion at any Solid Waste Services and Performance Review Hearing. Not later than sixty (60) days after the conclusion of each Solid Waste Services and Performance Review Hearing, City may issue a report. As a result of the review, City may require Contractor to provide expanded or new services within a reasonable time and for reasonable rates and compensation and City may direct or take corrective actions for any performance inadequacies. March 9, 2020 98 City of Santa Ana - DRAFT 60A-187 ARTICLE 8 RECORDS, REPORTS AND INFORMATION REQUIREMENTS 8.1 General Contractor shall maintain such accounting, statistical and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also, Contractor agrees to conduct data collection, information and record keeping, and reporting activities needed to comply with Applicable Laws and regulation and to meet the reporting and Solid Waste program management needs of City. To this extent, such requirements set out in this and other Articles of this Agreement shall not be considered limiting or necessarily complete. In particular, this Article is intended to only highlight the general nature of records and reports and is not meant to define exactly what the records and reports are to be and their content. Further, with the written direction or approval of City, the records and reports to be maintained and provided by Contractor in accordance with this and other Articles of the Agreement shall be adjusted in number, format, or frequency. 8.2 Records 8.2.1 General Contractor shall maintain records required to conduct its operations, to support requests it may make to City, and to respond to requests from City in the conduct of City business. Adequate record security shall be maintained to preserve records from events that can be reasonably anticipated such as a fire, theft and earthquake. Electronically maintained data/records shall be protected and backed up. All records shall be maintained for five (5) years, and shall continue to be available for five (5) years after the expiration of this Agreement. After minimum holding periods are met, Contractor will notify City 90 days before destroying records. Contractor agrees that the records of any and all companies conducting operations addressed in the Agreement shall be provided or made available to City and its official representatives during normal business hours. Account histories shall be accessible to March 9, 2020 99 City of Santa Ana - DRAFT 60A-188 the City by computer for a minimum of five (5) years. City may review or utilize any of the records described in this section for any purpose whatsoever. 8.2.2 Financial Records Financial records shall be maintained and expense and revenue information for City shall be segregated from other areas served by Contractor. Contractor shall maintain at least the following records: • Audited financial statements for Contractor or, if a guarantee was provided, for the parent company guarantor as a whole; • Financial statements (compiled, reviewed or audited) of revenue and expense for this Agreement segregated from the other operations of Contractor (including without limitation those operations of Contractor in City and surrounding jurisdictions which are not covered by this Agreement), including a description of segregation methodology; and, • Complete descriptions of related party transactions (corporate and/or regional management fees, inter -company profits from transfer, processing or Disposal operations and supporting data). 8.2.3 Solid Waste Records Records shall be maintained by Contractor for City relating to: • Customer services and billing; • Tons Collected, processed, diverted and disposed by waste stream (Refuse, Recycling, Organics), by Customer type (Cart, Residential Bin, Commercial and Roll - off Box) and Facilities (Transfer Station, MRF, Organic Material Processing Facility, Transformation Facility or landfill) where such material was taken (Residential Bin versus Commercial Bin tonnage may be estimated based upon Container distribution or other method approved by City); • Quantity of Recyclable Materials recovered by material type; • Bulky Item, results including tons disposed and diverted; March 9, 2020 100 City of Santa Ana - DRAFT 60A-189 • Annual cleanup event results, including tons disposed and diverted; • Routes; • Facilities, equipment and personnel used; • Facilities and equipment operations, maintenance and repair; • Number of Refuse, Recycling and Organics Contractor -owned Containers in service; • Complaints; and, • Missed pickups. Contractor shall maintain copies of said Billings and receipts, each in chronological order, for a period of five (5) years after the date of service and shall make said documents available for inspection by City upon request. Contractor may, at its option, maintain those records in computer form, on microfiche, or in any other manner, provided that the records can be preserved and retrieved for inspection and verification in a timely manner, are sufficient to verify accuracy of any Fees owed to the City, and may be produced in a form and manner sufficient to establish the existence of Customer obligations in a court of competent jurisdiction. 8.2.4 CERCLA Defense Records City views the ability to defend against the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), State Hazardous Substance Law, and related litigation as a matter of great importance. For this reason, the City regards the ability to prove where Solid Waste Collected in the City was taken for Disposal, as well as where it was not taken, to be matters of concern. Contractor shall maintain data retention and preservation systems which can establish where Solid Waste Collected in the City was landfilled (and therefore establish where it was not landfilled) and provide a copy or summary of the reports required in Section 8.3 for five (5) years after the term during which Collection services are to be provided pursuant to this Agreement, or to provide copies of such records to City. Contractor agrees to notify City's Risk Manager and City Attorney before destroying such records and to offer records to the City. This provision shall survive the expiration of the period during which Collection services are to be provided under this Agreement. March 9, 2020 101 City of Santa Ana - DRAFT 60A-190 8.2.5 Disposal Records Contractor shall maintain records of Disposal of all Solid Waste Collected in City for the period of this Agreement and all extensions to this Agreement or successor Agreements. In the event Contractor discontinues providing Solid Waste services to City, Contractor shall provide all records of Disposal or processing of all Solid Waste Collected in City within thirty (30) days of discontinuing service. Records shall be in chronological and organized form and readily and easily interpreted. 8.2.6 Other Programs' Records Records for other programs shall be tailored to specific needs. In general, they shall include: a) Plans, tasks, and milestones; and, b) Accomplishments in terms such as dates, activities conducted, quantities of products used, produced or distributed, and numbers of participants and responses. 8.2.7 Audit City may conduct an audit of Contractor at any time. The scope of the audit, and auditing party, will be determined by City and the scope may include, but is not limited to: • Extraordinary rate adjustment requests; • Compliance with terms of this Agreement; • Customer service levels and Billing; • Fee payments; • Receipts; • Tonnage; • Complaint log; • Compliance with Mandatory Commercial Recycling, Mandatory Commercial Organics Recycling, and SB 1383; and, March 9, 2020 102 City of Santa Ana - DRAFT 60A-191 • Verification of Diversion rate. The first audit, to be performed during 2024, will be based on the Contractor's reports and records for the period of July 1, 2022 through June 30, 2023. Audits will be performed every third year thereafter (the triennial audit). Contractor will reimburse to the City the cost of such audits as shown in the table below: Audit Performed In: Audit Amount 2024 $95,000 2027 $102,000 2030 $110,000 2033* $119,000 2036* $128,000 2039* $138,000 Optional extension term Should the Agreement be extended beyond the extension terms as described in Section 2.5, the audits shall continue every third year, and each additional audit amount shall be increased by ten -thousand dollars ($10,000) per audit period for audits conducted after 2039. Should an audit by the City disclose that Franchise or other fees payable by the Contractor were underpaid by two percent (2%) or more, or that more than 2% of the Customers were inaccurately billed, for the period under review, Contractor shall pay for additional audit costs, if the initial audit findings determine it is necessary to expand the scope of the audit. 8.2.8 Payments and Refunds Should an audit by the City disclose that any of the City fees payable by the Contractor were underpaid or that Customers were overcharged for the period under review, Contractor shall pay to City any underpayment of City fees and/or refund to Contractor's Customers any overcharges within thirty (30) days following the date of the audit. Should an audit disclose that City fees were overpaid, the amount of the over -payment shall be credited to Contractor against future franchise fee payments, with any such credits limited to overpayments for the prior three (3) years. March 9, 2020 103 City of Santa Ana - DRAFT 60A-192 8.3 Reports 8.3.1 Report Formats and Schedule Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things: a) Determine and set rates and evaluate the efficiency of operations; b) Evaluate past and expected progress toward achieving AB 939 goals and objectives; c) Determine needs for adjustment to programs; and, d) Evaluate Customer service and complaints. Contractor may propose report formats that are responsive to the objectives and audiences for each report. The format of each report requires approval by City. The Contractor agrees to submit all reports by electronic means in a format compatible with City's software/ computers at no additional charge, if requested by City. Contractor will provide a certification statement, under penalty of perjury, by an authorized Contractor official, that the report being submitted is true and correct. Monthly reports shall be submitted within 30 calendar days after the end of each month. Quarterly reports shall be submitted within 30 calendar days after the end of the calendar quarter. If requested, Contractor's complaint summary, shall be sent to the Executive Director within five days of request. Annual reports shall be submitted within sixty (60) days following the reporting year. All reports shall be submitted electronically to City, as directed, and to: Executive Director (or designated representative) Public Works Department City of Santa Ana 20 Civic Center, Plaza M-21 Santa Ana, CA 92702 8.3.2 Monthly Reports The information listed shall be the minimum reported: March 9, 2020 104 City of Santa Ana - DRAFT 60A-193 a) Solid Waste Collected by Contractor for each month, sorted by type of Solid Waste (Refuse, Recyclable and Organic Materials) and type of Customer (Residential Curbside Service Unit, Multi -Family Premises Bin, Commercial Premises or Roll -off) in tons, and the facilities where the tons were processed or disposed. Bulky Waste items and used motor oil gallons and filters shall be separately reported. This report is to be submitted in Microsoft Excel, or another software as requested by City. b) Warning notices issued for contaminated Recyclable Materials and Organics Materials Containers. c) Tons processed and recovered through Mixed Waste Processing. d) HHW Collected. e) If Contractor is directed by City to retain a consultant to provide public education and outreach activities as required by Section 4.4.7, Contractor shall submit consultant services performed and payments made by Contractor for the preceding month and year-to-date. f) Customer complaint logs as described in Section 5.2.2. 8.3.3 Quarterly Reports The quarterly report should contain at a minimum the information required in the monthly report and the following: a) Copies of promotional and public education materials sent during the quarter. b) Commercial recycling and organics site visits summary, including the name and address of Customer, the date of the visit and the contact name and phone number, demonstrating that the required visits have been made, and reason provided for not establishing a recycling or organics program, in accordance with Sections 4.3.5.1 and 4.3.6.1. The site visit summary will be completed on forms approved by the City. c) List of Customers that are required to participate in an Organics Recycling program per Public Resources Code Section 42649.81. d) List of Commercial and Multi -Family Premises Customers that do and do not participate in an Organics program, whether the Organics program is provided by -Contractor or another party, and whether the program is for Food Waste March 9, 2020 105 City of Santa Ana - DRAFT 60A-194 and/or Yard Waste (such as a landscaper that composts or otherwise diverts Organic Materials). e) Commercial and Multi -Family Customers participating in food recovery programs. f) Commercial and Multi -Family Customers using third -party recycling. g) Additional information that may be requested by CalRecycle or City related to Recycling and Organics programs. h) Other information or reports that City may reasonably request or require. 8.3.4 Annual Report The Annual Report is to be essentially in the form and content of the monthly and quarterly reports combined, but shall also include: a) A complete inventory of equipment used to provide all services (such as vehicles and Containers by size and waste stream type Container is used for). b) Results of route audits. c) Number of routes and route hours per day by type of service. d) Copy of Hazardous Waste diversion records showing types and quantities, if any, of Hazardous Waste that was inadvertently Collected, but Diverted from landfilling. e) Copies of all public education and outreach distributed during the reporting year including the date of distribution. f) A narrative summary of all City -sponsored, civic, and school events attended. g) Copies of invoices documenting the amount of RNG used to provide services in the City. If routes are commingled with other jurisdictions, Contractor must use an allocation method to quantify the City's allocated amount. 8.3.5 Financial Report The City may, at City's option, request the Contractor's audited financial reports/statements (or parent company, if parent company submits Corporate Guaranty of Performance), and Contractor's internally prepared supplemental statement of income and expenses related specifically to the City of Santa Ana operations, for the most recently completed fiscal year in connection with an March 9, 2020 106 City of Santa Ana - DRAFT 60A-195 extraordinary rate adjustment request, billing audit, Franchise Fee audit, or verification of other information required under this Agreement. The financial statements and footnotes shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) and audited, in accordance with Generally Accepted Auditing Standards (GAAS) by a certified public accountant (CPA) licensed (in good standing) to practice public accounting in the State of California as determined by the State of California Department of Consumer Affairs Board of Accountancy. The cost for preparation of the financial statements and audit shall be borne by Contractor as a direct cost of service. In addition, Contractor shall provide to City the supplemental schedule on a compiled basis showing Contractor's results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement, separated from others included in such financial statements. At City's request, Contractor shall provide City with copies of working papers or other documentation deemed relevant by City relating to information shown in the disclosure letter. The disclosure letter shall be provided to City. 8.4 Reporting Adverse Information Contractor shall provide City two copies (one to the Executive Director, one to the City Attorney) of all reports, pleadings, applications, notifications, Notices of Violation, communications or other material relating specifically to Contractor's performance of services pursuant to this Agreement, submitted by Contractor to, or received by Contractor from, the United States or California Environmental Protection Agency, CalRecycle, the Securities and Exchange Commission or any other federal, state or local agency, including any federal or state court. Copies shall be submitted to City simultaneously with Contractor's filing or submission of such matters with said agencies. Contractor's routine correspondence to said agencies need not be routinely submitted to City, but shall be made available to City promptly upon City's written request. 8.5 Right to Inspect Records City shall have the right to inspect or review the specific documents or records required expressly or by inference pursuant to this Agreement, or any other similar records or reports of Contractor or its related party entities that City shall deem, in its reasonable March 9, 2020 107 City of Santa Ana - DRAFT 60A-196 discretion, necessary to evaluate annual reports, compensation applications provided for in this Agreement and Contractor's performance provided for in this Agreement. Contractor shall make all records and documents to be reviewed and inspected by the City as a part of any audit or other record review conducted by the City, available for the City's review, inspection and copying within five business days (excluding Saturday, Sunday and holidays included in Section 4.7.1) of receiving written notice from the City requesting the same. 8.6 Failure to Report The refusal or failure of Contractor to file any required reports, or to provide required information to City, or the inclusion of any materially false or misleading statement or representation by Contractor in such report shall be deemed a material breach of the Agreement as described in Section 11.1 and shall subject Contractor to all remedies which are available to the City under the Agreement or otherwise. March 9, 2020 108 City of Santa Ana - DRAFT 60A-197 ARTICLE 9 INDEMNIFICATION, INSURANCE AND BOND 9.1 Indemnification To the maximum extent permitted by law, and without regard to the limits of any insurance coverage, Contractor agrees to indemnify, defend with counsel appointed by the City, protect and hold harmless the City, its representatives, officers, agents and employees against any and all fines, response costs, assessments, actions, suits, injunctive relief, claims, damages to persons or property, losses, costs penalties, obligations, errors, omissions or liabilities, ("claims or liabilities') that may be asserted or claimed by any person, firm or entity arising out of or in connection with (i) violations of the commerce clause of the U.S. Constitution, AB 939, the Comprehensive Environmental Response, Compensation and Liability Act, Title 42 U.S.C. §9601 et seq. ("CERCLA"), HSAA, RCRA, any other Hazardous Waste laws, other federal, state or local statutes or regulations, or municipal ordinances, which arise from, challenge any validity of, or relate to the award of, this Agreement; (ii) the negligent performance of the work or services of Contractor, its agents, employees, subcontractors, or invitees, provided for in this Agreement; (iii) the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence, on the part of the City, its representatives, officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its representatives, officers, agents or employees, who are directly responsible to the City, (iv) actions or proceedings to attack, set aside, void, annul or seek monetary damages resulting from an approval by the City of this Agreement, including but not limited to any challenge brought by referendum or under Proposition 218 (Calif. Const. Art. XIIID) to challenge the City's entry into this Agreement or the setting of Solid Waste rates as set forth in this Agreement; and in connection therewith: A. Contractor will defend any action or actions filed in connection with any of said claim or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; March 9, 2020 109 City of Santa Ana - DRAFT 60A-198 B. Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work or services of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents and employees harmless therefrom; C. In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work or services of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Contractor's obligations hereunder shall survive the termination or expiration of this Agreement. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 9.2 Hazardous Material Indemnification A. Without regard to any insurance coverage or requirements, and without limiting the above general indemnification obligation in any way, Contractor specifically agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City), reimburse, indemnify, and hold Indemnitees harmless from and against any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, actions, attorneys' fees, consultant fees, penalties and any and all other losses, damages, fees and expenses of whatever kind or nature ("Claims") (including but not limited to response costs, investigative costs, assessment costs, monitoring costs, treatment costs, cleanup costs, removal costs, remediation costs, and similar costs, damages and expenses) that arise out of or are alleged to arise out of or in any way relate to any action, inaction or omission of Contractor that: 1. results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnitee is liable, responsible or in any way obligated to investigate, assess, March 9, 2020 110 City of Santa Ana - DRAFT 60A-199 monitor, study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Contaminant (as defined herein); or 2. relates to material Collected, transported, recycled, processed, treated or disposed of by Contractor. B. Contractor's obligations pursuant to this section shall apply, without limitation, to: 1. any Claims brought pursuant to or based on the provisions of any Environmental Law; 2. any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or operation of Contractor of any Facility; 3. any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, Disposal, processing or use of any materials recovered by Contractor; 4. any Claims based on or arising out of or alleged to be arising out of any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement. C. The foregoing indemnity and defense obligations shall apply irrespective of the negligence or willful misconduct of Contractor or any Affiliate of Contractor. D. For purposes of this section, the term "Hazardous Contaminant" shall mean any Hazardous Material any crude oil or refined or unrefined petroleum product or any fraction or derivative thereof; and any asbestos or asbestos -containing material. The term "Hazardous Contaminant" shall also include any and all amendments to any referenced statutory or regulatory provisions made before or after the date of execution of this Agreement. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. March 9, 2020 111 City of Santa Ana - DRAFT 60A-200 9.3 AB 939 Indemnification and Guarantee Contractor unconditionally guarantees compliance with the requirements of AB 939 as amended from time to time. Contractor shall carry out its obligations under this Agreement so that the City will meet or exceed the Diversion requirements set forth in AB 939, and all amendments thereto more fully set forth below. City and Contractor shall reasonably assist each other to meet the City's AB 939 Diversion requirements. In carrying out the provisions of this Section, Contractor agrees to perform the following obligations at its cost and expense: A. Defend, with counsel approved by City, indemnify and hold harmless the City against all fines and/or penalties imposed by the CalRecycle, if Contractor fails or refuses to provide information relating to its operations which is required under this Agreement and such failure or refusal prevents or delays City from submitting reports required by AB 939 in a timely manner; B. Assist City in preparing for, and participating in, CalRecycle's biannual review of the City's source reduction and recycling element pursuant to Public Resources Code Section 41825; C. Assist City in responding to inquiries from CalRecycle in applying for an extension under Public Resources Code Section 41820, if so directed by City; in conducting any hearing conducted by CalRecycle relating to AB 939; or in any other investigative or enforcement manner undertaken by any agency; D. Defend, with counsel acceptable to City, and indemnify and hold harmless the City against any fines or penalties levied against it for violation of AB 939's diversion requirements, provided that Contractor's obligation to indemnify City shall be subject to the limitations set forth in Public Resources Code Section 40059.1(c) as may be amended from time to time; E. In cooperating with the City, should it seek to become its own enforcement agency, to the extent it may be permitted under state law. 9.4 Insurance City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid defense and hold harmless agreements, because of acceptance by March 9, 2020 60A1� 0 1 City of Santa Ana - DRAFT City or the deposit with City by Contractor of the insurance policies described in this provision. A. Worker's Compensation Policy. Contractor shall maintain in full force and effect during the term of this Agreement, a workers' compensation policy in accordance with the provisions and requirements of the Labor Code of the State of California and such other forms of insurance as shall be required by law. The policy providing coverage shall provide that the insurance shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the City. Waivers of Subrogation shall be in effect for any claims asserted against the City which arise out of Contractor's operations and Contractor shall have this clause endorsed on their Workers' Compensation policies. B. Public Liability Insurance _Contractor shall obtain, at its sole cost, and file with the Clerk of City, prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, a policy or policies of liability insurance satisfactory to the City Attorney of City, naming City, its officers, agents and employees, as insured or additional insured, which provides coverage for liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of the performance by Contractor, its officers, agents, or employees, or by City, its officers, agents, or employees pursuant to Section 2.1 of this Agreement, of Contractor's covenants hereunder, or any failure or omission thereof. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage in not less than the following minimum amount: One Hundred Million Dollars ($100,000,000.00) combined single limit and, in addition, Ten Million Dollars ($10,000,000.00) of Environmental Impairment Liability coverage for bodily injury, property damage and cleanup costs as it relates to the transportation of Solid Waste. Said insurance shall protect Contractor and City from any claim for damages for bodily injury, including accidental death, as well as from any claim for property damage which may arise from operations performed pursuant to this Agreement, whether such operations be by Contractor itself, or by its agents, employees, and/or subcontractor. Such policy or policies shall contain severability of interests clauses so that the rights and duties of the City are clearly separate from Contractor interests. Said policy or policies shall also contain a provision that no termination, cancellation or March 9, 2020 113 City of Santa Ana - DRAFT 60A-202 change of coverage of insured or additional insured shall be effective until after thirty (30) days prior written notice by certified mail thereof has been given to City. Contractor shall give City prompt and timely notice of any claim made or suit instituted. 9.5 Faithful Performance Bond The Contractor shall, prior to the initial date of the term of this Agreement, execute and file with the Clerk of the Council a surety bond in the penal sum of two -million, five - hundred thousand dollars ($2,500,000), similar to the form provided in Exhibit 5, conditioned upon the faithful performance of this Agreement by the Contractor and its subcontractors, if any. Said bond may be written for a term of one year, and may thereafter be renewed by certificate, provided however, that the Contractor agrees to maintain such bond or bonds in force for the complete term of this Agreement. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. 9.6 Faithful Performance Letter of Credit In addition to a faithful performance bond as noted in Section 9.5 above, Contractor shall furnish an irrevocable letter of credit in the amount of five -hundred thousand dollars ($500,000), from a financial institution acceptable to the City and in a form acceptable to the City Attorney as security for the performance of this Agreement (the "LOC"). The LOC shall be the sole responsibility of Contractor, and shall remain in force until released in accordance with Section 9.9. Alternatively, Contractor may furnish an irrevocable letter of credit in the amount of three -million dollars ($3,000,000) in lieu of the separate letter of credit of $500,000 and separate performance bond of $2,500,000 described in Section 9.5. 9.7 Forfeiture of Performance Bond In the event Contractor shall for any reason become unable to, or fail in any way to, perform as required by this Agreement, City may declare a portion or all of the performance bond which is necessary to recompense and make whole the City, forfeited to the City. Upon partial or full forfeiture of the performance bond, Contractor shall restore the performance bond to its face amount within 30 days of the City's declaration. Failure to restore the performance bond to its full amount within 30 days shall be a material breach of the Agreement. March 9, 2020 6041 L03 City of Santa Ana - DRAFT 9.8 Forfeiture of Letter Of Credit Thirty (30) days following City providing Contractor with written notice of its failure to pay City any amount owing under this Agreement, City may draw upon the LOC for purposes including, but not limited to: a. Payment of sums due under the terms of this Agreement which Contractor has failed to timely pay to City b. Reimbursement of costs borne by City to correct violations of this Agreement not corrected by Contractor, including but not limited to the liquidated damages described in Section 11.4. City may draw upon the entire LOC and convert it to a cash deposit if Contractor fails to cause the LOC to be extended or replaced with another satisfactory letter of credit no later than 60 days prior to its expiration during the term hereof. 9.9 Performance Security Beyond Service Term Some Agreement requirements extend beyond the Term of this Agreement and will not be substantiated until after the final service date. Therefore, the Contractor shall not terminate the performance bond or letter of credit, and will renew them to ensure continuous availability to the City, until receiving a written release from the City. City will provide such a release when City, in its reasonable judgment, is fully satisfied that all requirements have been met, but may not withhold such a release later than four (4) years after expiration of the term of this Agreement. However, permission from the City to discontinue holding these performance securities does not relieve Contractor of payments to the City that may be due, or may become due. March 9, 2020 115 City of Santa Ana - DRAFT 60A-204 ARTICLE 10 CITY'S RIGHT TO PERFORM SERVICE 10.1 General In the event that Contractor, for any reason whatsoever, fails, refuses or is unable to Collect, Recycle, process, transport or dispose of any or all Solid Waste which it is required by this Agreement, at the time and in the manner provided in this Agreement, for a period of more than two business days, excluding Saturday, Sunday and holidays listed in Section 4.7.1, and if, as a result thereof, Solid Waste should accumulate in City to such an extent, in such a manner, or for such a time that such accumulation endangers or menaces the public health, safety or welfare, then City shall have the right, but not the obligation, upon twenty-four (24) hour prior written notice to Contractor during the period of such emergency as determined by City, (1) to perform, or cause to be performed, such services itself with its own or other personnel without liability to Contractor; and/or (2) to take possession of any or all of Contractor's land, equipment and other property used or useful in the Collection and transportation of Solid Waste, and to use such property to Collect and transport any Solid Waste generated within City which Contractor would otherwise be obligated to Collect, transport and properly dispose of or process pursuant to this Agreement. Further, the City shall have access to the MRF and composting facilities used by the Contractor for the processing, Recycling and Organics Diversion of Solid Waste produced or accumulated with the City. The right of the City to enter upon and use facilities and equipment as specified herein shall extend following the date of cancellation of this Agreement for a period of ninety (90) consecutive calendar days. Notice of Contractor's failure, refusal or neglect to Collect, transport and properly dispose of or process Solid Waste may be given orally by telephone to Contractor at its principal office and shall be effective immediately. Written confirmation of such oral notification shall be sent to Contractor within one business day, excluding Saturday, Sunday and holidays listed in Section 4.7.1 of the oral notification. Contractor further agrees that in such event: March 9, 2020 116 City of Santa Ana - DRAFT 60A-205 A. It will take direction from City to effect the transfer of possession of equipment and property to City for City's use, or for use by any Person or entity designated by the City. B. It will, if City so requests, keep in good repair and condition all of such equipment and property, provide all motor vehicles with fuel, oil and other service, and provide such other service as may be necessary to maintain said property in operational condition. C. City may immediately engage all or any personnel necessary or useful for the Collection and transportation of Solid Waste, including, if City so desires, employees previously or then employed by Contractor, Contractor further agrees, if City so requests, to furnish City the services of any or all management or office Personnel employed by Contractor whose services are necessary or useful for Solid Waste Collection, transportation, processing and Disposal operations and for the billing and Collection of fees for these services. City agrees that it assumes complete responsibility for the proper and normal use of such equipment and facilities while in its possession. If the interruption or discontinuance in service is caused by any of the reasons listed in Section 11.5, City shall pay to Contractor the reasonable rental value of the equipment and facilities, possession of which is taken by City, for the period of City's possession, if any, which extends beyond the period of time for which Contractor has rendered bills in advance of service, for the class of service involved. 10.2 Temporary Possession of Contractor's Property If City suffers an interruption or discontinuance of service (including interruptions and discontinuance due to events described in Section 11.5), City may take possession of and use all of Contractor's property described above until other suitable arrangements can be made for the provision of Solid Waste Services which may include the grant of a Franchise to another waste hauling company. 10.3 Billing and Compensation to City During City's Possession During such time that City is providing Solid Waste services, as above provided, Contractor shall bill and Collect payment from all users of the above -mentioned March 9, 2020 117 City of Santa Ana - DRAFT 60A-206 services as described in Section 5.1 with the exception of Residential Curbside Service Units which are billed by the City. Contractor further agrees that, in such event, it shall reimburse City for any and all costs and expenses incurred by City beyond that billed and received by City in taking over possession of the above -mentioned equipment and property for Solid Waste service in such manner and to an extent as would otherwise be required of Contractor under the Terms of this Agreement. Such reimbursement shall be made from time to time after submission by City to Contractor of each statement listing such costs and expenses, but in no event later than five (5) working days from and after each such submission. 10.4 City's Right to Relinquish Possession It is further mutually agreed that City may at any time at its discretion relinquish possession of any or all of the above -mentioned property to Contractor and thereupon demand that Contractor resume the Solid Waste services as provided in this Agreement, whereupon Contractor shall be bound to resume the same. 10.5 City's Possession Not A Taking Except as otherwise expressly provided in the previous paragraph, City's exercise of its rights under this Article (1) does not constitute a taking of private property for which compensation must be paid, (2) will not create any liability on the part of City to Contractor, and (3) does not exempt Contractor from any of the indemnity and insurance provisions of this Agreement, which are meant to extend to circumstances arising under this Section provided that the Contractor is not required to indemnify the City against claims and damages arising from the active negligence of the City, its elected and appointed boards, commissions, officers, employees and agents in the operation of Collection vehicles during the time the City has taken possession of such vehicles. 10.6 Duration of City's Possession City's right pursuant to this Article to retain temporary possession of Contractor's facilities and equipment, and to render Collection services, shall terminate when City determines that such services can be resumed by Contractor, or when City no longer reasonably requires such property or equipment. In any case, City has no obligation to maintain possession of Contractor's property or equipment and/or continue its use for March 9, 2020 118 City of Santa Ana - DRAFT 60A-207 any period of time and may at any time, in its sole discretion, relinquish possession to Contractor. March 9, 2020 119 City of Santa Ana - DRAFT 60A-208 ARTICLE 11 DEFAULT, REMEDIES AND LIQUIDATED DAMAGES 11.1 Events of Default Contractor's breach of each and any provision of the Franchise or this Agreement may constitute a default hereunder to the extent Contractor's performance, services or obligations under this Agreement are materially and adversely impacted. Events of default by the Contractor include, but are not limited to, the following: A. Fraud or Deceit or Misrepresentation. If the Contractor engages in, or attempts to practice, any fraud or deceit upon City or makes a misrepresentation regarding material information to City. B. Insolvency or Bankruptcy. If Contractor becomes insolvent, unable, or unwilling to pay its debts, files a bankruptcy petition or takes steps to liquidate its assets. C. Failure to Maintain Coverage. If Contractor fails to provide or maintain in full force and effect the Workers' Compensation, liability, performance bond, letter of credit, or indemnification coverage as required by this Agreement. D. Violations of Regulation. If Contractor violates any orders or filings of any regulatory body having jurisdiction over Contractor relative to this Agreement, provided that Contractor may contest any such orders or filings by appropriate proceedings conducted in good faith, in which case no breach of the Franchise and this Agreement shall be deemed to have occurred until a final decision adverse to the Contractor is entered. E. Suspension or Termination of Service. If Contractor ceases to provide all or a portion of the Collection, processing or Recycling services, or any other Solid Waste Handling Services as required under this Agreement, if not excused pursuant to Section 11.5, for a period of two (2) consecutive days or more, for any reason within the control of Contractor. F. Failure to Pay. If Contractor fails to make any payments required under this Agreement and/or refuses to provide City, within ten (10) days of the demand, March 9, 2020 120 City of Santa Ana - DRAFT 60A-209 with required information, reports, and/or records in a timely manner as provided for in the Agreement. G. Failure to Cooperate with Audits. Failure to complete, perform or cooperate with any audit as described by this Agreement. H. Failure to Submit Reports or Documentation. Failure to complete or to provide required reports or documents to City as required by this Agreement. I. Acts or Omissions. A. Any act or omission by Contractor relative to the services provided under this Agreement which violates the terms, conditions, or requirements of this Agreement, the California Integrated Waste Management Act of 1989, as it may be amended from time to time (AB 939), or any law, statute, ordinance, order, directive, rule, or regulation issued pursuant to AB 939 shall constitute a default by the Contractor. Any failure to correct or remedy any such violation within the time set in the written notice of the violation or, if Contractor cannot reasonably correct or remedy the breach within the time set forth in such notice, Contractor's failure to commence to correct or remedy such violation within the time set forth in such notice and diligently effect such correction or remedy thereafter shall constitute a default by Contractor. B. Any situation in which Contractor or any of its officers, directors or employees are found guilty of any crime related to the performance of this Agreement, or of any crime related to anti-trust activities, illegal transport or Disposal of hazardous or toxic materials, or bribery of public officials shall constitute a default by Contractor. The term "found guilty" shall be deemed to include any judicial determination that Contractor or any of Contractor's officers, directors or employees is guilty as well as any admission of guilt by Contractor or any of Contractor's officers, directors or employees including, but not limited to, the plea of "guilty", "nolo contendre", "no contest', and "guilty to a lesser charge." False or Misleading Statements. Any representation or disclosure made to City by Contractor in connection with or as an inducement to entering into this Agreement, or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time such representation or disclosure is March 9, 2020 121 City of Santa Ana - DRAFT 60A-210 made, whether or not any such representation or disclosure appears as part of this Agreement. K. Attachment. The seizure of, attachment of, or levy on, the operating equipment of Contractor, including, without limits, its equipment, maintenance or office facilities, or any part thereof. L. Failure to Provide Assurance of Performance. If Contractor fails to provide reasonable assurances of performance as required under Section 11.7. M. Commingling of Recyclables With Refuse/Landfilling of Recyclables. If Contractor negligently or willfully empties Containers of properly set out Recyclable Materials or Organics into a Refuse load, or transports a load of Recyclable Materials or Organics to a landfill or other location at which the material will not be diverted from landfilling. N. Diversion Requirement. If Contractor does not reach Diversion requirement of % of all tonnage Collected by Contractor under this Agreement per Section 4.6.1 for two consecutive Rate Years. Contractor shall have two business days, excluding Saturdays, Sundays and holidays included in Section 4.7.1, from the time it is given notification by City to cure any default arising under subsections E, F, G, H, K, L and M provided, however, that City shall not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has committed the same or similar breach within a twenty-four (24) month period. It is expressly understood that Contractor is not entitled to receive notice of default, or to cure such default, with respect to those matters listed in subsections A, B, C, D, I, J and N above. For other actions not listed above, or included in 11.2 below, City will provide Contractor with a written notice setting forth the nature of the breach or failure and the actions, if any, required by Contractor to cure such a breach or failure. Contractor shall be deemed in default where: (1) breach or failure can be cured but Contractor fails to cure within thirty (30) days. March 9, 2020 60A2L�11 City of Santa Ana - DRAFT 11.2 Criminal Activity of Contractor Should the Contractor or any of its officers, directors or employees be found guilty of felonious conduct related to the performance of this Contract, or of felonious conduct related to anti-trust activities, illegal transport or Disposal of hazardous or toxic materials, or bribery of public officials, the City reserves the right to unilaterally terminate this Contract or impose other such sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it shall deem proper. Such action shall be taken after Contractor has been given notice and opportunity to present evidence in mitigation. The term "found guilty' shall be deemed to include any judicial determination that Contractor or any of Contractor's officers, directors or employees is guilty and any admission of guilt by Contractor or any of Contractor's officers, directors or employees including, but not limited to, the plea of "guilty", "nolo contendere ", "no contest", and "guilty to a lesser charge" entered as part of any plea bargain. 11.3 Notice, Hearing and Appeal of Contractor Breach; Upon a default by Contractor, City may, at its discretion, provide Contractor with a written notice of intent to terminate this Agreement that includes the following: a. A description of the evidence upon which the decision to terminate is based b. That Contractor has a right to a hearing prior to the City's termination of the Agreement This hearing is to be scheduled as an open public hearing item at a City Council meeting within thirty (30) days of the Termination Notice, subject to any legal requirements including but not limited to the Ralph M. Brown Act, Government Code Sections 54950-54963. At this hearing Contractor shall have the right to present evidence to demonstrate that it is not in default and to rebut any evidence presented in favor of termination. Based upon substantial evidence presented at this hearing, the Council may, by adopted resolution, act as follows: 1. Decide to terminate this Agreement; or, 2. Determine that Contractor is innocent of a default and, accordingly, dismiss the Termination Notice of any charges of default; or, March 9, 2020 60 123212 City of Santa Ana - DRAFT 3. Impose conditions on a finding of default and a time for cure, such that Contractor's fulfillment of said conditions will waive or cure any default. This right of termination is in addition to any other rights of City upon a failure of Contractor to perform its obligations under this Agreement. City's right to terminate this Agreement and to take possession of Contractor's facility are not exclusive, and City's termination of this Agreement shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies which City may have, including without limitation the provision for Liquidated Damages in Section 11.4 below. By virtue of the nature of this Agreement, the urgency of timely continuous and high - quality service, the time required to effect alternative service, and the rights granted by City to Contractor, the remedy of money damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive relief. 11.4 Liquidated Damages A. General. City finds, and Contractor agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a result of a breach by Contractor of certain specific obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of the Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) that the services that are the subject of this Agreement might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such specific breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The parties further acknowledge that consistent, reliable Solid Waste March 9, 2020 60 12�113 City of Santa Ana - DRAFT Handling Service is of utmost importance to City and that City has considered and relied on Contractor's representations as to its quality of service commitment in entering this Agreement. The Parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The Parties further recognize that if Contractor fails to achieve the performance standards, or fails to submit required documents in a timely manner, City and its residents will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages which City will suffer. Therefore, without prejudice to City's right to treat such breaches as an event of default under this Article 11, the Parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages for such specific breaches, considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Contractor City Initial Here Initial Here Contractor agrees to pay (as liquidated damages and not as a penalty) the amounts set forth below: 1. Collection Reliability a) For each failure to commence service to a new Customer account within seven (7) days after order, which exceeds five (5) such failures annually: $100.00 per occurrence b) For each failure to Collect Solid Waste, which has been properly set out for Collection, from an established Customer account on the scheduled Collection day and not Collected within the period described in this Agreement which exceeds ten (10) such failures annually: $100.00 per occurrence March 9, 2020 60 125214 City of Santa Ana - DRAFT 2. 3. c) For each failure to correct and collect a missed service the same day if notified by noon, and by the next Collection if notified after noon:$100.00 per occurrence Collection Quality a) For each occurrence of failure to properly return empty Containers to avoid pedestrian or vehicular traffic impediments or to place Containers upright which exceeds ten (10) such occurrences annually: $50.00 per occurrence b) For each occurrence of excessive noise or discourteous behavior which exceed ten (10) occurrences annually: $100.00 per occurrence c) For each occurrence of Collecting Solid Waste during unauthorized hours which exceeds ten (10) such occurrences annually: $100.00 per occurrence d) For each occurrence of damage to private property which exceeds five (5) such occurrences annually: $100.00 per occurrence e) For each failure to clean up Solid Waste spilled from Solid Waste Containers within ninety (90) minutes that exceeds ten (10) such failures annually: $100.00 per occurrence Customer Responsiveness a) For each failure to initially respond to a Customer complaint within one (1) business day (excluding Saturday, Sunday and holidays listed in Section 4.7.1), and for each additional day in which the complaint is not addressed, which exceed five (5) annually: $50.00 per day b) For each failure to process Customer complaints as required by Article 5, which exceed five (5) annually: $50.00 per occurrence c) For each failure to respond to a written inquiry from the City's Solid Waste contract manager regarding service requests or requests for information within two (2) business days (excluding Saturday, Sunday and holidays listed in Section 4.7.1), and for each additional day in which the inquiry is not addressed, which exceed five (5) occurrences annually: $100 per occurrence March 9, 2020 60 126215 City of Santa Ana - DRAFT 5. d) For each failure to carry out responsibilities for establishing service to an individual resident: $100.00 per occurrence e) For each failure to remove graffiti from Containers, or to replace with Containers bearing no graffiti, within the time prescribed in Section 4.7.4.5: $ 50.00 per day f) For each failure to repair or replace a damaged or missing Container within two (2) business days (excluding Saturday, Sunday and holidays listed in Section 4.7.1) of request from City or Customer: $ 50.00 per day g) For each failure to process a claim for damages within thirty (30) days from the date submitted to Contractor: $100.00 per occurrence h) For every Recycling Cart Collected as Refuse without issuing a Warning Notice per Section 4.2.7 which exceeds ten (10) such occurrences annually: $50 per Cart i) For every Organics Waste Cart Collected as Refuse without issuing a Warning Notice per Section 4.2.7 which exceeds ten (10) such occurrences annually: $50 per Cart j) For each failure to issue a Warning Notice to a Customer for materials not collected due to improper set out which exceeds ten (10) such occurrences annually: $100 per day per occurrence Remittance of Citv Fees a) For each failure to remit City fees by the thirtieth (30) of the month following each calendar quarter: 10% of the amount owed for the month, and an additional 10% for each additional thirty (30) day period thereafter in accordance with Article 3. Timeliness of Submissions to City Any report shall be considered late until such time as a correct and complete report is received by City. For each calendar day a report is late, the daily liquidated damage amount shall be: March 9, 2020 127 City of Santa Ana - DRAFT 60A-216 ral 7 0 a) Monthly Reports: b) Quarterly Reports: c) Annual Reports: Accuracy of Billing $50 per day $50 per day $100 per day a) Each Customer invoice that is not prepared in accordance with the City's approved rate schedule, in excess of ten (10) annually: $25 per invoice not to exceed $2,500 per billing run Public Education and Outreach a) For each day that the Public Education and Outreach requirements contained in Section 5.3 are not adhered to after written notice provided to Contractor and Contractor does not cure within 30 days: $100/day Cooperation with Service Provider Transition a) For each day routing information requested by City in accordance with Section 12.9 is received after City -established due dates, both for preparation of a request for proposals and for new service provider's implementation of service: $1,000/ day b) For each day delivery of keys, access codes, remote controls, or other means of access to Solid Waste Containers is delayed beyond one (1) day prior to new service provider servicing Customers with access issues, as described in Section 12.9: $1,000/day c) For delay in not meeting the requirements contained in Section 12.9 in a timely manner, in addition to the daily liquidated damages for breach under 8(a) and 8(b) above, liquidated damages of: Diversion Efforts $35,000 For each Rate Year (July 1, 2022 through June 30, 2023 considered the first Rate Year) in which Contractor fails to provide support to the City within forty-five (45) days of year-end, documenting that it diverted at least % of the Solid Waste Contractor Collected under this Agreement per Section 4.6.1: March 9, 2020 60 12 % City of Santa Ana - DRAFT $25 for each ton below tonnage level necessary to meet % Diversion goal 10. General Contract Adherence 11. For each day that Contractor fails to provide services required under the Agreement, or comply with terms of the Agreement, five (5) business days after receipt of written notification from City that such services are not being provided or terms are not being met: Compensation Reduction During Strike Period $500.00/day In the event that there occurs any period in which Contractor fails to maintain substantially complete regular Collection services pursuant to this Agreement and the Collection schedules then in effect, by reason of a strike or Contractor's failure to pay their employees, and only if such period includes more than ten (10) normal Collection days (weekdays), then the following shall apply: a) The City Council may assess damages against the Contractor in an amount which does not exceed the sum of the following: i. The expenses incurred by the City in providing Collection, Recycling, Organics Diversion and/or Disposal services pursuant to Section 10; and, ii. One -Hundred percent (100%) of the amount by which City revenue from fees collected for Residential Curbside Service Units by the City from the public is reduced due to any reduction or refund of such fees granted by the City Council to compensate such fee payers for the inconvenience experienced by them due to Contractor's failure to furnish full performance during such period. b) In assessing damages, the City Council shall take into account the Contractor's efforts to mitigate the inconvenience to the public receiving curbside service. In particular, Contractor shall be given credit for Residential Curbside Service Unit Collections made by Contractor by having damages assessed, subject to the above said maximum, in approximately the same proportion to the compensation due Contractor, for curbside service during the subject period as the number of Residential Curbside Service Unit March 9, 2020 129 City of Santa Ana - DRAFT 60A-218 Collections which Contractor failed to make bears to the total number of Residential Curbside Service Unit Collections which should have been made pursuant to this Agreement. City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees or representative or investigation of Customer complaints. Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/non-performance. Contractor may review (and make copies at its own expense) all information in the possession of City relating to incident(s)/non-performance. Contractor may, within ten (10) days after receiving the notice, request a meeting with City. Contractor may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. City will provide Contractor with a written explanation of its determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages. The decision of City shall be final. C. Amount. City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor is determined to be liable in accordance with this Agreement. D. Timing of Payment. Contractor shall pay any liquidated damages assessed by City within ten (10) days after they are assessed. If they are not paid within the ten (10) day period, City may proceed against the performance bond required by the Agreement or find Contractor in default and terminate this Agreement pursuant to Section 11.1, or both. 11.5 Excuse from Performance The parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of floods, earthquakes, other natural disasters, war, civil insurrection, riots, acts of any government (including judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the party claiming excuse from performance hereunder. Labor unrest, including, but not limited to, strike, work stoppage or slowdown, sick- out, picketing, or other concerted job action conducted by Contractor's employees or March 9, 2020 130 City of Santa Ana - DRAFT 60A-219 directed at Contractor is excused from performance only to the extent that the following requirements are met: • Contractor provides a contingency plan to the City within ninety (90) days of commencement of services under this Agreement demonstrating how services will be provided during the period of labor unrest. The contingency plan is subject to City approval and Contractor shall amend the plan until it meets City requirements, including reasonably demonstrating how City's basic Collection and sanitary needs will be met to the City's satisfaction. • Contractor shall meet all requirements of this plan or City may revoke this excuse from performance offered under this Agreement and may choose to use enforcement provisions under this Agreement, including Sections 11.1, 11.2 and 11.3, in which case Contractor is not excused from performance and Contractor shall be obligated to continue to provide service notwithstanding the occurrence of any or all of such events. The party claiming excuse from performance shall, within two (2) days after such party has notice of such cause, give the other party notice of the facts constituting such cause and asserting its claim to excuse under this section. The interruption or discontinuance of Contractor's services caused by one or more of the events excused shall not constitute a default by Contractor under this Agreement. Notwithstanding the foregoing, however, if Contractor is excused from performing its full obligations under this Agreement for any of the causes listed in this section for a period of forty five (45) days or more, City shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) days' notice, in which case the provisions relative to taking possession of Contractor's land, equipment and other property and engaging Contractor's Personnel in Article 10 and this Article 11 will apply. 11.6 Notice, Hearing and Appeal of City Breach Should Contractor contend that City is in breach of this Agreement, it shall file with the Executive Director of Public Works a written request with City for an administrative hearing. Said request shall be made within ninety (90) days of the event or incident which allegedly gave rise to the breach. City shall notify Contractor of the time and date said hearing shall be held within thirty (30) days of receipt of Contractor's request. March 9, 2020 131 City of Santa Ana - DRAFT 60A-220 Contractor shall present its position and all relevant facts after City staff has made its presentation. Contractor shall be notified of City's ruling in writing within fourteen (14) days of the administrative hearing. The City's administrative ruling shall be final. Contractor understands and agrees that if it fails to timely and properly exhaust the administrative remedies set forth in this Section, it has no right of action or other claim against the City for breach of this Agreement or otherwise. 11.7 Assurance of Performance City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as City may require. If Contractor fails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by City, such failure or refusal shall be an event of default. 11.8. Contractor's Claim of Default by City. If Contractor claims default by the City in the payment of any money due or alleged to be due to Contractor pursuant to this Agreement, Contractor shall not be entitled to cancel this Agreement if the City, within fifteen (15) days after receipt of notice of the claimed default, deposits the amount in controversy into an interest bearing account in a commercial bank or lending institution and maintains such deposit until such time as a final judicial decision of agreement between the parties determines the rightful disposition of the said amount in controversy; provided that Contractor shall be deemed to have waived all claims to the said amount if no agreement is reached nor any legal proceeding initiated within one (1) year of the Contractor's service of written notice of default on the City. March 9, 2020 60 13�' n A City of Santa Ana - DRAFT 12.1 12.2 12.3 12.4 ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES Relationship of Parties The parties intend that Contractor shall perform the services required by this Agreement as an independent Contractor engaged by City and not as an officer or employee of City nor as a partner of or joint venture with City. No employee or agent or Contractor shall be or shall be deemed to be an employee or agent of City. Except as expressly provided herein, Contractor shall have the exclusive control over the manner and means of conducting the Solid Waste Collection services performed under this Agreement, and all Persons performing such services. Contractor shall be solely responsible for the acts and omissions of its officers, employees, Companies, Subcontractors and agents. Neither Contractor nor its officers, employees, Companies, Subcontractors and agents shall obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits which accrue to City employees by virtue of their employment with City. Compliance with Law In providing the services required under this Agreement, Contractor shall at all times, at its sole cost, comply with all Applicable Laws. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Jurisdiction Except for those matters where Federal Courts have exclusive jurisdiction, any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is made in and will be performed in Orange County. March 9, 2020 60 133222 City of Santa Ana - DRAFT 12.5 Assignment Except as may be provided for in Article 10 (City's Right to Perform Service), neither party shall assign its rights, nor delegate, subcontract or otherwise transfer its obligations under this Agreement to any other Person without the prior written consent of the other party. Any such assignment made without the consent of the other party shall be void and the attempted assignment shall constitute a material breach of this Agreement. For purposes of this section when used in reference to Contractor, "assignment" shall include, but not be limited to (i) a sale, exchange or other transfer of substantially all of Contractor's assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may result in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re -capitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of Contractor's property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or change of control of Contractor. Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and businesses, and that City has selected Contractor to perform the services specified herein based on (1) Contractor's experience, skill and reputation for conducting its Solid Waste management operations in a safe, effective and responsible fashion, at all times in keeping with applicable Environmental Laws, regulations and best Solid Waste management practices, and (2) Contractor's financial resources to maintain the required equipment and to support its indemnity obligations to City under this Agreement. City has relied on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Agreement. If Contractor requests City's consideration of and consent to an assignment, City may deny or approve such request in its complete discretion. No request by Contractor for March 9, 2020 60 13�' n City of Santa Ana - DRAFT consent to an assignment need be considered by City unless and until Contractor has met the following requirements: a) Contractor shall pay to City in advance of consideration of any assignment a flat fee of $250,000 for expenses for City staff costs, consultant and attorney's fees and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment; b) Contractor shall pay the City a transfer fee equal to 1% of the gross revenues times the number of years (pro -rated for partial years) remaining under this Agreement (based on actual rate revenues for the prior 12-months), plus the City's costs of processing and evaluating the assignment request; c) Contractor shall furnish City with audited financial statements of the proposed assignee's operations for the immediately preceding three (3) operating years; d) A proforma financial statement (income statement and balance sheet) for the proposed assignee with the projected results of operations assuming that the assignment is completed. Such proforma financial statement shall reflect any debt to be incurred by the assignee as part of the acquisition of Contractor's operations; and, e) Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of Solid Waste management experience on a scale equal to or exceeding the sale of operations conducted by Contractor under this Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any significant citations or other censure from any federal, state or local agency having jurisdiction over its Solid Waste management operations due to any significant failure to comply with state, federal or local Environmental Laws and that the assignee has provided City with a complete list of such citations and censures; (iii) that the proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its Solid Waste management practices in accordance with sound Solid Waste management practices in full compliance with all federal, state and local laws regulating the Collection and Disposal of Solid Waste including Hazardous Material; and, (v) of any other information required by City to ensure March 9, 2020 60 135224 City of Santa Ana - DRAFT the proposed assignee can fulfill the Terms of this Agreement in a timely, safe and effective manner. Under no circumstances shall City be obliged to consider any proposed assignment by City if Contractor is in default at any time during the period of consideration. 12.6 Affiliated Companies Contractor's accounting records shall be maintained on a basis showing the results of Contractor's operations under this Agreement separately from operations in other locations, as if Contractor were an independent entity providing service only to City. The costs and revenues associated with providing service to City shall not be combined, consolidated or in any other way incorporated with those of other operations conducted by Contractor in other locations, or with those of an Affiliate. If Contractor enters into any financial transactions with a Related Party Entity for the provision of labor, equipment, supplies, services, capital, etc., related to the furnishing of service under this Agreement, that relationship shall be disclosed to City, and in the financial reports submitted to City. In such event, City's rights to inspect records, and obtain financial data shall extend to such Related Party Entity or entities. 12.7 Contracting or Subcontracting This Agreement, or any portion thereof, shall not be subcontracted except with the prior written consent of the City, which consent shall not be unreasonably withheld. No such consent shall be construed as making the City a party to such subcontract, or subject the City to liability of any kind to any subcontractor. Contractor shall submit all subcontracts for review and approval by the City and any permitted subcontract shall terminate on or before the termination of this Agreement. All subcontractors shall be licensed as required under State, Federal and local laws and regulations to perform their subcontracted work and obtain and maintain a City business license if required. Contractor shall remain otherwise liable for the full and complete performance of its obligations hereunder. 12.8 Binding on Assigns The provisions of this Agreement shall inure to the benefit to and be binding on the permitted assigns (if any) of the parties. March 9, 2020 60 136225 City of Santa Ana - DRAFT 12.9 Transition to Next Contractor Prior to, and at, the end of the Term or in the event this Agreement is terminated for cause prior to the end of the Term, Contractor shall cooperate fully with City and any subsequent Solid Waste enterprise it designates to assure a smooth transition of Solid Waste Handling Services. Contractor's cooperation shall include, but not be limited to, providing route lists, Billing information and other operating records needed to service all Premises covered by this Agreement. In recognition of the difficulty inherent in Customer's difficulty or inability to store two sets of Containers, Contractor shall remove its Containers in coordination with the distribution of Containers by the incoming service provider. Contractor shall cooperate with the City and incoming service provider in agreeing to the timing of Container removal; if parties cannot agree on a phase -out schedule and Contractor does not remove Containers in a timely manner that requires Customers to store two Containers, City, incoming service provider, or another entity may remove Contractor's Containers and seek cost reimbursement from Contractor through its performance bond, letter of credit or other means. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant. Contractor shall, to the maximum extent feasible, provide a new service provider with all keys, security codes and remote controls used to access garages and Bin enclosures. Contractor shall be responsible for coordinating transfer immediately after Contractor's final pickups, so as not to disrupt service. Contractor shall provide City with detailed route sheets containing service names and addresses, billing names and addresses, monthly rate and service levels (quantity, material type, and size of Containers and pickup days) at least 90 days prior to the transition date, and provide an updated list two weeks before the transition and a final list of changes the day before the transition. Contractor shall provide means of access to the new service provider at least one full calendar day (excluding Saturday, Sunday and holidays listed in Section 4.7.1) prior to the first day of Collection by another party, and always within sufficient time so as not to impede in any way the new service provider from easily servicing all Containers. Contractor to provide documentation to City of any Customer declining request to provide keys, security codes, and/or remote controls used to access garages and Bin enclosures. March 9, 2020 137 City of Santa Ana - DRAFT 60A-226 12.10 Parties in Interest Nothing in this Agreement, whether express or implied, is intended to confer any rights on any Persons other than the parties to it and their representatives, successors and permitted assigns. 12.11 Waiver The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision. The subsequent acceptance by either party of any moneys which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement. 12.12 Contractor's Investigation Contractor has made an independent investigation (satisfactory to it) of the conditions and circumstances surrounding the Agreement and the work to be performed by it. 12.13 Condemnation City fully reserves the rights to acquire Contractor's property utilized in the performance of this Agreement, by purchase or through the exercise of the right of eminent domain. This provision is additive, and not intended to alter the rights of the parties set forth in Article 10. 12.14 Notice All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall be in writing and shall either be personally delivered to a representative of the parties at the address below or be deposited in the United States mail, first class postage prepaid, addressed as follows: If to City: Executive Director of Public Works City of Santa Ana 14717 Burin Avenue Santa Ana, CA 90260 March 9, 2020 60 138'' n City of Santa Ana - DRAFT If to Contractor: The address to which communications may be delivered may be changed from time to time by a written notice given in accordance with this section. Notice shall be deemed given on the day it is personally delivered or, if mailed, three days from the date it is deposited in the mail. 12.15 Representatives of the Parties References in this Agreement to the "City" shall mean the City Council and all actions to be taken by City shall be taken by the City Council except as provided below. The City Council may delegate, in writing, authority to the City Manager, and/or to other City employees and may permit such employees, in turn, to delegate in writing some or all of such authority to subordinate employees. Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. Contractor shall, by the effective date, designate in writing a responsible officer who shall serve as the representative of Contractor in all matters related to the Agreement and shall inform City in writing of such designation and of any limitations upon his or her authority to bind Contractor. City may rely upon action taken by such designated representative as actions of Contractor unless they are outside the scope of the authority delegated to him/her by Contractor as communicated to City. 12.16 City Free to Negotiate with Third Parties City may investigate all options for the Collection, transporting, Recycling, processing and Disposal of Solid Waste for periods commencing after the expiration of the initial Term. Without limiting the generality of the foregoing, City may solicit proposals from Contractor and from third parties for the provision of Collection services, Disposal services, Recycling services, Organics services and processing, and any combination thereof, and may negotiate and execute agreements for such services which will take effect upon the expiration or earlier termination under Section 11.1 of this Agreement. March 9, 2020 139 City of Santa Ana - DRAFT 60A-228 12.17 Compliance with Municipal Code Contractor shall comply with those provisions of the municipal code of City which are applicable, and with any and all amendments to such applicable provisions during the term of this Agreement. 12.18 Privacy Contractor shall strictly observe and protect the rights of privacy of Customers. Information identifying individual Customers or the composition or contents of a Customer's waste stream shall not be revealed to any Person, governmental unit, private agency, or company, unless upon the authority of a court of law, by statute, or upon valid authorization of the Customer. This provision shall not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of waste characterization studies or waste stream analyses which may be required by AB 939. This provision shall not apply to reports or records provided to City pursuant to this Agreement so long as City maintains reports or records with Customer identification or confidential information in accordance with this section, in which case this section shall apply to City in the same manner to which it applies to Contractor. 12.19 Cooperation Following Termination At the end of the Term or in the event this Agreement is terminated for cause prior to the end of the Term, Contractor shall cooperate fully with City and any subsequent Contractor to assure a smooth transition of Solid Waste management services. Contractor's cooperation shall include, but not be limited to, providing operating records needed to service all properties covered by this Agreement. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant. 12.20 Compliance with Immigration Laws. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. Contractor warrants and represents that all of its employees, including any and all prospective employees hired to perform services for the City under this Agreement and the employees of any subcontractor retained by the Contractor to perform a portion of the services under this March 9, 2020 140 City of Santa Ana - DRAFT 60A-229 Agreement, are and will be authorized to perform the services contemplated by this Agreement in full compliance with all applicable state and federal laws, rules and regulations, including, but not limited to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Title 8 of the United States Code), and the Immigration Nationality and the Immigration Reform and Control Act of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Contractor agrees to verify the legal status of all of its employees and provide documentation of such verification whenever requested by the City. If Contractor discovers that any employee it has retained is not in compliance with Immigration Laws, Contractor agrees to terminate such employee. 12.21 Proprietary Information, Public Records The City acknowledges that a number of the records and reports of the Contractor are proprietary and confidential. Contractor is obligated to permit City inspection of its records on demand and to provide copies to City where requested. City will endeavor to maintain the confidentiality of all proprietary information provided by Contractor. Notwithstanding the foregoing, any documents provided by Contractor to City that are public records may be disclosed pursuant to a proper public records request. Upon receipt of a valid public records request, City shall promptly notify Contractor of said request and, if Contractor elects to pursue legal action to prevent disclosure of any Contractor records and reports, City shall reasonably cooperate in said defense. City may, but shall not be obligated to, file legal action on its own behalf to prevent disclosure of such records and reports. 12.22 Guarantee of Contractor's Performance Pursuant to a guarantee in substantially the form attached as Exhibit 4, a corporation which owns all of the issued and outstanding common stock of Contractor, has agreed to guarantee Contractor's performance of this Agreement. The Guarantee is being provided concurrently with Contractor's execution of this Agreement. March 9, 2020 141 City of Santa Ana - DRAFT 60A-230 13.1 13.2 13.3 13.4 13.5 ARTICLE 13 MISCELLANEOUS AGREEMENTS Entire Agreement This Agreement, including the Exhibits, represents the full and entire Agreement between the parties with respect to the matters covered herein. No verbal agreement or conversation with any office, agent, or employee of the City, either before, during, or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Contractor to any additional payment whatsoever under the terms of this contract. Section Headings The article headings and section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions. References to Laws and Other Agreements All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided. This Agreement supersedes any and all agreements heretofore entered into by the parties and City. Interpretation This Agreement, including the Exhibits attached hereto, shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting. Agreement This Agreement may not be modified or amended in any respect except by a writing signed by the parties. March 9, 2020 60 14�131 City of Santa Ana - DRAFT 13.6 Severability If any provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 13.7 Exhibits Each of the Exhibits identified as Exhibit "1" through "7" is attached hereto and incorporated herein and made a part hereof by this reference. 13.8 Non -Waiver Provision Failure of either party to exercise any of the remedies set forth herein within the time periods provided for shall not constitute a waiver of any rights of that party with regard to that failure to perform or subsequent failures to performing whether determined to be a breach, excused performance or unexcused defaults by the other party. 13.9 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. March 9, 2020 143 City of Santa Ana - DRAFT 60A-232 IN WITNESS WHEREOF, City and Contractor have executed this Agreement as of the day and year first above written. CITY OF SANTA ANA ("City") ATTEST: By CITY CLERK APPROVED AS TO FORM: CITY ATTORNEY EXECUTIVE DIRECTOR OF PUBLIC WORKS ("COMPANY') By: Name: Title: ("COMPANY') By: Name: Title: March 9, 2020 60 14 L 33 City of Santa Ana - DRAFT EXHIBIT 1 COMPANY'S PROPOSAL March 9, 2020 60A-234 City of Santa Ana - DRAFT EXHIBIT 2 INITIAL MAXIMUM RATES March 9, 2020 6UA-�35 City of Santa Ana - DRAFT RESIDENTIAL CURBSIDE SERVICE UNIT RATES Base Curbside Service Unit Rates Curbside Service (Any Size Cart) Senior/Mobile Home Low -Volume Curbside Service (35-Gallon Carts) Additional Curbside Service Unit Rates Additional Refuse Cart - Above One Additional Recycling Cart - Above One Additional Organics Cart- Above One Contamination Fee (Third and Subsequent Event) $ 10.77 Damaged Cart Penalty $ 48.46 Steam Cleaning of Curbside Carts $ 26.92 Walk -Out Service (For Other Than Disabled Individuals) $ 26.92 Residential Extra Pick -Up $ 37.42 Bulky Item Pickup Fee (In Excess of 4 Free Pickups per Year and/or 4 items per pickup) $ 47.44 March 9, 2020 6Uk-�36 City of Santa Ana - DRAFT COMMERCIAL CURBSIDE CART RATES Base Curbside Service Unit Rates Cart Services (Includes 1 Refuse and 1 Recycling Cart, Any Size, Collected Once Per Week) Organics Cart (Any Size. Collected Once Per Week) Additional Curbside Service Unit Rates Additional Refuse Cart - Above One Additional Recycling Cart - Above One Additional Organics Cart - Above One March 9, 2020 WA-�37 City of Santa Ana - DRAFT COMMERCIAL BIN REFUSE RATES Service Description Total Rate 1 Yard Commercial Refuse Bin 1 Yard Refuse Bin x 1/Week 1 Yard Refuse Bin x 2/Week 1 Yard Refuse Bin x 3/Week 1 Yard Refuse Bin x 4/Week 1 Yard Refuse Bin x 5/Week 1 Yard Refuse Bin x 6/Week 2 Yard Commercial Refuse Bin 2 Yard Refuse Bin x 1/Week 2 Yard Refuse Bin x 2/Week 2 Yard Refuse Bin x 3/Week 2 Yard Refuse Bin x 4/Week 2 Yard Refuse Bin x 5/Week 2 Yard Refuse Bin x 6/Week 3 Yard Commercial Refuse Bin 3 Yard Refuse Bin x 1/Week 3 Yard Refuse Bin x 2/Week 3 Yard Refuse Bin x 3/Week 3 Yard Refuse Bin x 4/Week 3 Yard Refuse Bin x 5/Week 3 Yard Refuse Bin x 6/Week 4 Yard Commercial Refuse Bin 4 Yard Refuse Bin x 1/Week 4 Yard Refuse Bin x 2/Week 4 Yard Refuse Bin x 3/Week 4 Yard Refuse Bin x 4/Week 4 Yard Refuse Bin x 5/Week 4 Yard Refuse Bin x 6/Week 6 Yard Commercial Refuse Bin 6 Yard Refuse Bin x 1/Week 6 Yard Refuse Bin x 2/Week 6 Yard Refuse Bin x 3/Week 6 Yard Refuse Bin x 4/Week 6 Yard Refuse Bin x 5/Week 6 Yard Refuse Bin x 6/Week March 9, 2020 WA-138 City of Santa Ana - DRAFT RESIDENTIAL/MULTI-FAMILY BIN REFUSE RATES Service Description �lw Total Rate 1 Yard Residential/Multi-Family Refuse Bin 1 Yard Refuse Bin x 1/Week 1 Yard Refuse Bin x 2/Week 1 Yard Refuse Bin x 3/Week 1 Yard Refuse Bin x 4/Week 1 Yard Refuse Bin x 5/Week 1 Yard Refuse Bin x 6/Week 2 Yard Residential/Multi-Family Refuse Bin 2 Yard Refuse Bin x 1/Week 2 Yard Refuse Bin x 2/Week 2 Yard Refuse Bin x 3/Week 2 Yard Refuse Bin x 4/Week 2 Yard Refuse Bin x 5/Week 2 Yard Refuse Bin x 6/Week 3 Yard Residential/Multi-Family Refuse Bin 3 Yard Refuse Bin x 1/Week 3 Yard Refuse Bin x 2/Week 3 Yard Refuse Bin x 3/Week 3 Yard Refuse Bin x 4/Week 3 Yard Refuse Bin x 5/Week 3 Yard Refuse Bin x 6/Week 4 Yard Residential/Multi-Family Refuse Bin 4 Yard Refuse Bin x 1/Week 4 Yard Refuse Bin x 2/Week 4 Yard Refuse Bin x 3/Week 4 Yard Refuse Bin x 4/Week 4 Yard Refuse Bin x 5/Week 4 Yard Refuse Bin x 6/Week 6 Yard Residential/Multi-Family Refuse Bin 6 Yard Refuse Bin x 1/Week 6 Yard Refuse Bin x 2/Week 6 Yard Refuse Bin x 3/Week 6 Yard Refuse Bin x 4/Week 6 Yard Refuse Bin x 5/Week 6 Yard Refuse Bin x 6/Week March 9, 2020 WA-�39 City of Santa Ana - DRAFT COMMERCIAL RECYCLING RATES 1 Yard Commercial Bin Recycling Rates 1 Yard Recycling Bin x 1/Week 1 Yard Recycling Bin x 2/Week 1 Yard Recycling Bin x 3/Week 1 Yard Recycling Bin x 4/Week 1 Yard Recycling Bin x 5/Week 1 Yard Recycling Bin x 6/Week 2 Yard Commercial Bin Recycling Rates 2 Yard Recycling Bin x 1/Week 2 Yard Recycling Bin x 2/Week 2 Yard Recycling Bin x 3/Week 2 Yard Recycling Bin x 4/Week 2 Yard Recycling Bin x 5/Week 2 Yard Recycling Bin x 6/Week 3 Yard Commercial Bin Recycling Rates 3 Yard Recycling Bin x 1/Week 3 Yard Recycling Bin x 2/Week 3 Yard Recycling Bin x 3/Week 3 Yard Recycling Bin x 4/Week 3 Yard Recycling Bin x 5/Week 3 Yard Recycling Bin x 6/Week 4 Yard Commercial Bin Recycling Rates 4 Yard Recycling Bin x 1/Week 4 Yard Recycling Bin x 2/Week 4 Yard Recycling Bin x 3/Week 4 Yard Recycling Bin x 4/Week 4 Yard Recycling Bin x 5/Week 4 Yard Recycling Bin x 6/Week Any Size Commercial Recycling Cart Any Size Recycling Cart x 1/Week Any Size Recycling Cart x 2/Week Any Size Recycling Cart x 3/Week Any Size Recycling Cart x 4/Week Any Size Recycling Cart x 5/Week Any Size Recycling Cart x 6/Week March 9, 2020 WA--F 40 City of Santa Ana - DRAFT RESIDENTIAL/MULTI-FAMILY RECYCLING RATES 1 Yard Residential/Multi-Family Bin Recycling Rates 1 Yard Recycling Bin x 1/Week 1 Yard Recycling Bin x 2/Week 1 Yard Recycling Bin x 3/Week 1 Yard Recycling Bin x 4/Week 1 Yard Recycling Bin x 5/Week 1 Yard Recycling Bin x 6/Week 2 Yard Residential/Multi-Family Bin Recycling Rates 2 Yard Recycling Bin x 1/Week 2 Yard Recycling Bin x 2/Week 2 Yard Recycling Bin x 3/Week 2 Yard Recycling Bin x 4/Week 2 Yard Recycling Bin x 5/Week 2 Yard Recycling Bin x 6/Week 3 Yard Residential/Multi-Family Bin Recycling Rates 3 Yard Recycling Bin x 1/Week 3 Yard Recycling Bin x 2/Week 3 Yard Recycling Bin x 3/Week 3 Yard Recycling Bin x 4/Week 3 Yard Recycling Bin x 5/Week 3 Yard Recycling Bin x 6/Week 4 Yard Residential/Multi-Family Bin Recycling Rates 4 Yard Recycling Bin x 1/Week 4 Yard Recycling Bin x 2/Week 4 Yard Recycling Bin x 3/Week 4 Yard Recycling Bin x 4/Week 4 Yard Recycling Bin x 5/Week 4 Yard Recycling Bin x 6/Week Any Size Residential/Multi-Family Recycling Cart Any Size Recycling Cart x 1/Week Any Size Recycling Cart x 2/Week Any Size Recycling Cart x 3/Week Any Size Recycling Cart x 4/Week Any Size Recycling Cart x 5/Week Any Size Recycling Cart x 6/Week March 9, 2020 60 241 City of Santa Ana - DRAFT COMMERCIAL ORGANICS RATES 1 Yard Commercial Bin Organics Rates 1 Yard Organics Bin x 1/Week 1 Yard Organics Bin x 2/Week 1 Yard Organics Bin x 3/Week 1 Yard Organics Bin x 4/Week 1 Yard Organics Bin x 5/Week 1 Yard Organics Bin x 6/Week 2 Yard Commercial Bin Organics Rates 2 Yard Organics Bin x 1/Week 2 Yard Organics Bin x 2/Week 2 Yard Organics Bin x 3/Week 2 Yard Organics Bin x 4/Week 2 Yard Organics Bin x 5/Week 2 Yard Organics Bin x 6/Week Any Size Commercial Organics Cart Any Size Organics Cart x 1/Week Any Size Organics Cart x 2/Week Any Size Organics Cart x 3/Week Any Size Organics Cart x 4/Week Any Size Organics Cart x 5/Week Any Size Organics Cart x 6/Week March 9, 2020 WA-�42 City of Santa Ana - DRAFT RESIDENTIAL/MULTI-FAMILY ORGANICS RATES � l Yard Residential/Multi-Family Bin Organics Rates 1 Yard Organics Bin x 1/Week 1 Yard Organics Bin x 2/Week 1 Yard Organics Bin x 3/Week 1 Yard Organics Bin x 4/Week 1 Yard Organics Bin x 5/Week 1 Yard Organics Bin x 6/Week 2 Yard Residential/Multi-Family Bin Organics Rates 2 Yard Organics Bin x 1/Week 2 Yard Organics Bin x 2/Week 2 Yard Organics Bin x 3/Week 2 Yard Organics Bin x 4/Week 2 Yard Organics Bin x 5/Week 2 Yard Organics Bin x 6/Week Any Size Residential/Multi-Family Organics Cart Any Size Organics Cart x 1/Week Any Size Organics Cart x 2/Week Any Size Organics Cart x 3/Week Any Size Organics Cart x 4/Week Any Size Organics Cart x 5/Week Any Size Organics Cart x 6/Week March 9, 2020 6Uk-2 w 3 City of Santa Ana - DRAFT RESIDENTIAL/MULTI-FAMILY AND COMMERCIAL ADDITIONAL SERVICE RATES Service Description Additional Services Total Rate Extra Pickup Enclosure Charge (Per Bin Per Pickup) >25' Pull -Out Charge (Per Bin Per Pickup) Bin Overage Cleanup Fee $ 39.88 Restart Fee $ 22.18 Commercial Exchange Fee $ 63.22 Roll -Off Trip Charge (Dry Run) $ 75.85 Return Trip Fee $ 75.85 Commercial/Multi-Family Bulky Item Pickup Fee $ 47.44 Cleaning Fee - Commercial/Roll-Off $ 31.97 Bin Relocation Fee $ 53.85 Commercial and Roll -Off Contamination Penalty (2nd and Subsequent Events) $ 53.85 Locking Bin 1/Week Locking Bin 2/Week Locking Bin 3/Week Locking Bin 4/Week Locking Bin 5/Week Locking Bin 6/Week Scout Service 1/Week Scout Service 2/Week Scout Service 3/Week Scout Service 4/Week Scout Service 5/Week Scout Service 6/Week March 9, 2020 144 City of Santa Ana - DRAFT 60 - PERMANENT ROLL -OFF, COMPACTOR ROLL -OFF, AND TEMPORARY BIN RATES Service Description Any Size Permanent Refuse Roll -Off Total Rate Any Size Permanent Recycling Roll -Off Any Size Permanent Organics Roll -Off Any Size Compactor 3-Yard Temp Bin Refuse Processing Rate Per Ton Recycling Processing Rate Per Ton Organcis Processing Rate Per Ton March 9, 2020 604245 City of Santa Ana - DRAFT OTHER SERVICES March 9, 2020 6041 46 City of Santa Ana - DRAFT EXHIBIT 3A EXAMPLE RATE ADJUSTMENT CALCULATION CURBSIDE SERVICE Step One: Calculate Percentage Change in Ind ices F B C Row Atljustment Factor Index Old In -Value New lMmValue Percerachaw In lntlw, jjColumn B/Column Aj-1) 1 Service (lj 24].6W 252.169 1.8% 1 2 Fuel j2j 96.233 118.6]5 23.9% 3 ID.1pali j3j 1$ 33.50 $ 34.18 2.0% Step Twa: Diatomite Weighted Increase D E F Row Rtljurtment Factor Intlex Cost Component Weighted as a% of Component Total (4) percent flange In Index (from Column C) Total Weighted Change jColumn0 xColumn E) 4 Service jl) ]2.0% 1.8% 1.3% 5 Fuel j2) 5.0% 23.3% 1.2% 6 Disposal (3) 23.0% 2.0% 0.5% ] Taal 100.0% 3.0% Step Three: Apply Percentage Change to Rates G H I I Raw Rate Cat<gery Existing Customer Fate Total Weightetl Percentage Chan. )Row ],COWmn F) Rate Inamee or Decrease) Column GxCowmn H) Adjusted Rate (Caumn l+ Column Of 8 Residential Cart Service $ 21.92 9.0% $ 0.64 $ 21.96 9 Senior/ Mobile Home Cart Service $ 18.85 9.0% $ 0.57 $ 19.42 10 Additional Refuse Cart $ low 9.0% $ 0.30 $ 10.30 11 Additional Recycling Cart $ 10.00 9.0% $ 0.30 $ 10.30 12 Additional Yard Waste Cart $ 10.W 9.0% $ 0.30 $ 10.90 13 Curbside Extra Pickup $ 36.49 9.0% $ 1.09 $ 37.58 14 Curbside Contamination Fee $ 10.10 3.0% $ 0.32 $ 10.82 15 Damagetl Cart Penally $ 47.25 3.0% $ 1.42 $ 48.67 16 lCurbside Steam Cleaning $ 26.25 9.0% $ 0.79 $ 27.04 ll IWalk Out Service(Non-Diaabletl) $ 26.25 9.0% $ 0.79 $ 27.04 18 Ifidifitional Bulky Item FeeCurbside$ 46.25 9.0% $ 1.39 $ 47.64 Step Four: Re vai Cast Components K L M N 0 Cost Component WegMing Percent Changeg1umn Change in Cart Component Aj a"C"CampmreM CastComponents Rewe6htetl to Raw MjurtmeM Factor Index )Column O) CnlMwi (Column C) yori-Kx Weighting EqualEqua1109% Ciag )Column KZ CalumnU )COWmn N+Column M) (1) 72.051 1.8% 1.3% 73.3% 71.2% LService Fuel )2) 5.0% 23.3% 1.2% 6.2% 5.0% 21 113isposal )3) 23.09E 2.0% 0.5% 23.5% 22.9% 22 IT&sl 1W% 103.0% 100.0% )1) Consumer Price Index for All Urban Consumers )CND ROOOOS4oL1E), all items less food and energy index - average annual change. )2) producer Price Index, W PU0531 not sessonallyadjusted, Fuels and related products and power, Natural Gas - average annual change. )3) per ton disposal rate at Orange County Landfill System. )4) First year based on section 6.4.2 of this Agreement After the first adjustment, weightings come from Column 0 of the previous year's rate adjustment worksheet. March 9, 2020 60 3-1n w City of Santa Ana - DRAFT EXHIBIT 3B EXAMPLE RATE ADJUSTMENT CALCULATION BIN SERVICE Step One: CaImIMe P-enta a Change in Indices A 0 0.oa MluRmem saner IMd GN,. Value New Index Value --,Ebage In lMey(f-lumn aFnlumn Rf-l) 1 ISerxice, (1) 24I.602 252.169 1.8% 2 jFuel (2( 1 96.233 1 110.675 1 23.3% 3 Disposal (3) $ 33.90 $ 34.18 1 2.0% Step Two: Oetermine Wei86tetl lnnerse D I E I F 0.aw MluRmem Faanr Ind. CmtComparemN%dm1asax of Companem TOW(4) Percarc cMgemlndex (ham Column C) Twl WepMeticbanEelColumn Dx Column E) 4 Service (1) 20.0% 1.8% IA% 5 Fuel (2) 5.0% 23.3% 1.2% 6 Disposal (3) 17.M 2A% 0.3% Total 100.0% 2.4M Step Three: APPIy Pertenta xCban,.RMes G H I 1 Rw Rah U[gary ExhtlryCusbmerRrte TOW We1g=Perem0g. Clu Me (0.Ow 7, Wumn E) Rmlereassm M<ream e(Calun Gx Column H) Afi. Kate (ColumnI Wunnn G) 8 3Cub¢Yard Bin -1 Time Per Week $ 174.26 2.9% $ 5.05 $ 179.31 9 3Cube Yard Bin -2 Time Per Week $ 303.71 2.9% $ 8.81 $ 312.52 10 3Cubk Yard Bin -3 Time Per Week $ 433.03 2.9% $ 12.56 $ 445.59 11 3Cubk Yard Bin -4 Time Per Week $ 562.0 2.9% $ 16.32 $ 528.92 12 3Cubk Yard Bin -S Time Per Week $ 692.01 2.9% $ 20.O7 $ 7ID09 13 3Cubk Yard Bin -6 Time Per Week $ 877.51 2.9% $ 25.45 $ 902.96 Step Four: Re-wegbt Cast Components K L M N O Raw MI -mend Factor Inds Car Comparem.41te. (Column D) Per<mt Change In Index (Column C) Umgeln.Carryarem WegMlq (Column K x Column L) MluffetlCmt Camporem WegMlq (Column Kr Column M) test parems 0.tweldttMm Equal letter 14 Servke (1) 7& M 1.8% 1.4% 79A% 22.2% 15 Fuel (2) 5.0% 23.3% 1.2% 6.2% 6A% 16 D6-1 (3) 1I.QM 2.0% 0.3% 1T.3% 16.8% lT TOGI 10M 102.. 1D]A1 (1) Consumer Pace Intl. for All Urban Consumers (CUUROCCOSA011E), all items essfood and energy index -average annual change. (2) Producer Price Index, WPU0531 not seasonally adjusted, Fuels and related products and poxeq Natural Gas -average annual chage. (3) Per We Disposal rate at Orange County Landfill System. (4) First year bash on S tion 6A.2 of this Agreement After the first adjustment, weghtings- from Column O of the previous year's me adjustment worksheet. March 9, 2020 3-2 City of Santa Ana - DRAFT 60A-248 EXHIBIT 3C EXAMPLE RATE ADJUSTMENT CALCULATION ROLL -OFF SERVICE Step One: Calculate Percentage Change in Indicesfor "Pull" Component A B C Row ,tl Innen[FMor Intlex OItlIMex Value New lZ..'ae Percent Cline In lrMwr((CUlumn B/CONmn A)-1) 1 Service (1) 247.9 252.169 1.8% 2 IFuel (2) 1 96233 1 118.675 23.3% Step Two: Determine Weighted increase for "Pull" Component D E F Row Adjusment Factor Intlex Cos[ Componerr Weightetl me% of Component Total Percent Chwye In Index (hom Column C) Total WeightedChwye(Column 0 xColumn E) 3 Service (1) 90.0% 1.9% 1.6% 4 Fuel (2) 10.OK 23.3% 2.3% 5 Total 100.0% Step Three: Apply Percentage Change to to "Pull" Rates G H 1 1 Roe, Res. Category Fsistiy Customerlute Total Weighted Percentage Change (Row S, Column F) Rate Increase or Deaeaw(Column Gx Column H) Adjuwd Rate (Column G 4 Column l) 6 10 Cubic Yard Roll -Off $ 268.16 3.9% $ 10.46 $ 278.62 T NCubic Yard Roll -Off $ 268.16 3.9% $ 10.46 $ 278.62 8 40 Cubic Yard Roll -Off $ 268.16 3.9% $ 10.46 $ 278.62 9 10 Cubic Yard Compactor $ 324.04 3.9% $ 12.64 $ 336.0 10 20 Cubic Yard Compactor $ 324.04 3.9% $ 12.64 $ 336.0 11 40 Cubic Yard Compactor $ 324.04 3.9% $ 12.64 $ 336.0 Step Four. Re -weight Cost Components for "Pull" Rates K L M N 1 O Change inCoAComponent Row AtljustmentFMor Index Can Component Weighting Percent Change in Into Wwghnng Adjusted Cost Component Weightin Cuenca mponents Reweightetl (Column 0) (Column C) (Column K xColumn L) (Column K4 Column M) to E,al 100% 12 Service (1) 90.0% 1.9% 1.6% 91.6% 88.2% 13 Fuel (2) 10.0% 23.3% 2.3% 12.3% 11.8% 14 Total 100% 103.9% 100.0% Step Five: Calculate Adjustment to Tonnage Charge P q R 5 Raw Atlluatment Factor Index Existing Wh Per Ton Percent Change in Index I Rate lnoease or Decrease Atljmtai Rate 14) (Row 1, Column C) (Column P x Column q) (Column P 4 Column R) 15 Tonnage Charge (5) $71.49 1.9% $1.29 $72.78 (1) Consumer Price Index for All Urban Consumers (CUUR000MA)LIE), all items less food and energy index -average annual change. (2) Pmdumr Pdce Index, WPV0531 not seasonally adjusted, Fuels and related products and power, Natural Gas -average annual change. (3) For the first rate adjustmera the existing rate perms will be based on the rate proposed bythe contractor. In subsequent years the existing rate per ton will come from Row 15, Column S of the prior years rate adjustment. (4) First year based on Section 6.4.2 ofthis Agreement After the first adjustment, weightings comefrgrn Column O of the previous year's rate adjustmentwmrksheet. (5) Consumer Price Index for All Urban Consumers (CUUROOOOSAO), all items, U5. city average, not seasonally adjusted - average annual change. March 9, 2020 3-3 City of Santa Ana - DRAFT 60A-249 EXHIBIT 3D EXAMPLE RATE ADJUSTMENT CALCULATION OTHER SERVICES Collection and Recycling of Used Motor Oil and Used Motor Oil Filters Row Contractor Compensation Rate Adjustment 1 Existing Contractor Monthly Compensation $ 2,750 2 Percent Change in CPI i'I 1.8% 3 Compensation Increase or Decrease $ 50 4 Adjusted Monthly Compensation $ 2,800 "'Consumer Price Index for All Urban Consumers (CUUR0000SA0LIE) all items less food and energy- average annual change. Emergency Services Row Contractor Compensation Rate Adjustment 1 Hourly Rate for One Crew, One Vehicle $ 110 2 Percent Change in CPI (') 1.8% 3 Compensation Increase or Decrease $ 2 4 Adjusted Monthly Compensation $ 112 "'Consumer Price Index for All Urban Consumers (CUUR0000SA0LIE) all items less food and energy- average annual change. Grant Administration Row Contractor Compensation Rate Adjustment 1 Hourly Rate $ 50 2 Percent Change in CPI " 1.8% 3 Compensation Increase or Decrease $ 1 4 Adjusted Monthly Compensation $ 51 Consumer Price Index for All Urban Consumers (CUUR0000SA0LIE) all items less food and energy- average annual change. March 9, 2020 3-4 City of Santa Ana - DRAFT 60A-250 EXHIBIT 3E EXAMPLE CALCULATION FOR AVERAGE ANNUAL CHANGE IN PUBLISHED INDICES Consumer Price Index The CPI rate adjustment index is calculated using the "average annual change' as demonstrated in the example below, measured for the 12 months ending December prior to the Rate Year anniversary date compared to the 12 months ending December in the previous year. The Bureau of Labor Statistics publishes the Consumer Price Index for All Urban Consumers for All Items Less Food and Energy - US City Average. In the example below, the average annual index for the 12 months ended December 2017 of 252.169 is entered in Column B, Row 1, "New Index Value," of the example rate adjustment formula in Exhibit 3A, and the average annual index for the 12 months ended December 2016 of 247.602 is entered in Column A, Row 1, "Old Index Value" in Exhibit 3A. This would have resulted in a 1.8%N increase to the service component of the rates as calculated in Column C, Row 1 of Exhibit 3A. Consumer Price Index - All Urban Consumers, U.S. City Average All Items Less Food and Energy, CUUROOOOSAOUE CPI-AII Urban Consumers (Current Series( Original Data Value Series Id: CUUI200005ADL1E Not Seasonally Adjusted Series Title: Alli& les food and ere,,y in U S city.,l ,al A. U5. city average It. Allitens ks food and energy Base Period: 1982-84=100 Years 200810 2018 S.U.: httpsj/dab.bis.goy/tim.s rieVCUURO95JWLIE Year Jan Feb Afar Apr May Jun Jul Aug Sep O,A Nov 13c HALF1 HALF2 Annual Average 2008 213138 213 866 214 866 215 %9 215. 180 215.553 216 045 216 476 216862 217023 216 690 216100 214610 216 533 215.522 2009 216 719 217 685 218 639 219.143 219.128 219 283 219.350 219 5% M 137 M 731 220 384 220 025 218 433 M 037 219.295 201D 220.086 220.602 M %9 221.166 221.193 221 265 221 258 221.551 221907 222079 222.077 221 795 220.895 221 HO 221.337 2011 222.177 223011 2236% T24. 118 224534 T24891 225. 164 225874 226289 226743 226.859 226.y40 223737 226.278 225.008 2012 221237 221865 228135 229.303 229.602 229.879 229.893 230.1% 230]80 231276 231263 231033 228TO 230.140 229.755 2013 231 612 232432 233.%2 233236 233.462 233.640 233.792 234.258 234782 235162 235243 235000 232906 23 7W 233.806 2014 235.367 236.075 236.913 237509 238.029 238.157 238. 138 238.296 238841 239413 239248 238.A5 237008 238.185 237.892 2015 239248 240083 241067 241802 242.119 242354 242136 242651 243359 243985 244.075 243.A9 241.112 243.381 242.247 2016 244.528 245680 246.358 246.992 2475 24779 247 144 248.2y8 248731 249218 249221 249.134 246.483 248.122 242.1502 2017 250D83 251143 251290 251642 251835 252014 251936 252460 252941 2536M 253.492 253.558 251335 253D04 252.169 Percent Change in Indea: (252.169- 2A7.602(+247.602 1.8% March 9, 2020 60 3-52 51 City of Santa Ana - DRAFT Fuel Index The fuel rate adjustment index is calculated using the "average annual change" as demonstrated in the example below, measured for the 12 months ending December prior to the Rate Year anniversary date compared to the 12 months ending December in the previous year. The Bureau of Labor Statistics publishes the Producer Price Index for Fuels and Related Products and Power - Natural Gas. In the example below, the average annual index for the 12 months ended December 2017 of 118.675 is entered in Column B, Row 2, "New Index Value," of the example rate adjustment formula in Exhibit 3A, and the average annual index for the 12 months ended December 2016 of 96.233 is entered in Column A, Row 2, "Old Index Value' in Exhibit 3A. This would have resulted in a 23.3% increase to the fuel component of rates as calculated in Column C, Row 2 of Exhibit 3A. Producer Price Index - Fuels and Related Products and Power - Natural Gas, WPU0531 PPI Commodity Data Original Data Value Series Id WMU531 Not Seasonally Atljustetl Series Title: PR Commotlity data for Fuels and related products Group: Fuels and relaptl products and power Item: Natural gas Base Gate: 198200 Years: 2008 to 2018 Year Jan Feb Mar Jun Jul Oct Nov Dec Annual 2W8 293.4 3324 W27 384.0 4370 449.5 489.9 3557 306.9 25 0 2172 2420 343.975 2009 229.4 1759 146.8 138.7 1356 1402 151.5 1478 123.3 154.0 181.5 1951. 159.983 2010 244.4 2312 2043 168.8 1758 1780 1%4 1943 1577 159.6 1439 1767 185.842 2011 1n 6 1830 1650 178.6 1824 1839 184.0 1825 167.1 158.4 148 3 1,H 4 171.433 2012 132.4 1153 1047 92.3 894 102.1 1156 1259 1154 126.2 1435 152.3 117.925 2013 143.1 138.2 1,H2 163.9 1722 170.1 155.6 1468 149.8 149.5 Iwo 1632 153.883 2014 180.7 2351 2103 191.7 1934 1867 1]9.(i 1595 162.8 160.4 1551 170.5 182.400 2015 1276 1147 1158 101.1 1010 108.8 109.4 112.1 104.5 99.6 846 854 105.383 2016 936 840 64.4 702 750 82.3 1135 1059 1139 1144 Iwo 132.5 96.233 2011 156.2 1330 1038 1204 1198 1203. 115.1 1118 1116 108.8 1066 1167 118.675 Service Coanporent Increase Calwla8on: 1118.675-96.211) -N.233 March 9, 2020 WA_F 52 City of Santa Ana - DRAFT EXHIBIT 4 CORPORATE GUARANTY Guaranty THIS GUARANTY (the "Guaranty) is given as of the day of , 2020. THIS GUARANTY is made with reference to the following facts and circumstances: hereinafter ("Owner") is a organized under the laws of the State of which is wholly owned by . (Guarantor). B. Owner and the City have negotiated an Agreement for Collection, processing, and Disposal of Solid Waste dated as of (hereinafter "Agreement'). A copy of this Agreement is attached hereto. C. It is a requirement of the Agreement, and a condition to the City entering into the Agreement, that Guarantor guaranty Owners performance of the Agreement. D. Guarantor is providing this Guaranty to induce the City to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: 1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Owner of each and every term and condition of the Agreement which Owner is required to perform, satisfy or observe. hi the event that Owner fails to perform, satisfy or observe any of the terms and conditions of the Agreement, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Owner or cause them to be performed, satisfied or observed. Guarantor hereby guarantees payment to the City of any damages, costs or expenses which might become recoverable by the City from Owner due to its breach of the Agreement. 2. Guarantor's Obligations Are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with respect to any payment obligation of Owner under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditional upon March 9, 2020 60A-�53 City of Santa Ana - DRAFT the genuineness, validity, regularity or enforceability of the Agreement. In any action brought against the Guarantor to enforce, or for damages for breach of, its obligations hereunder, the Guarantor shall be entitled to all defenses, if any, that would be available to the Owner in an action to enforce, or for damages for breach of, the Agreement (other than discharge of, or stay of proceedings to enforce, obligations under the Agreement under bankruptcy law). 3. Waivers. Except as provided herein the Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Owner; (2) the actual or purported rejection by a trustee in bankruptcy of the Agreement, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (3) any waiver with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of the City's rights or remedies against the Owner; or (4) any merger or consolidation of the Owner with any other corporation, or any sale, lease or transfer of any or all the assets of the Owner. Without limiting the generality of the foregoing, Guarantor hereby waives the rights and benefits under California Civil Code Section 2819. The Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2846, 2849, and 2850, including without limitation, the right to require the City to (a) proceed against Owner, (b) proceed against or exhaust any security or collateral the City may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantor's benefit, and agrees that the City may proceed against Guarantor for the obligations guaranteed herein without taking any action against Owner or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the City may hold now or hereafter hold. City may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Owner or any other guarantor or pledgor without impairing the City's rights and remedies in enforcing this Guaranty. The Guarantor hereby waives and agrees to waive at any future time at the request of the City to the extent now or then permitted by Applicable Law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of March 9, 2020 60A-�54 City of Santa Ana - DRAFT the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice the Guarantor, performance or compliance herewith is waived; (b) any other of any provision of its Agreement indemnification with respect to Owner's obligations under the Agreement or any security therefore is released or exchanged in whole or in part or otherwise dealt with; or (c) any assignment of the Agreement is effected which does not require the City s approval. The Guarantor hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non-payment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantor's obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Owner prior to such avoidance or recovery, and (b) payment in full of any obligations then outstanding. 4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed or otherwise discharged and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by the City of any performance bond or other collateral to assure the performance of Owner's obligations under the Agreement. Guarantor shall not be released of its obligations hereunder so long as there is any claim by the City against Owner arising out of the Agreement based on Owner's failure to perform which has not been settled or discharged. 5. No Waivers. No delay on the part of the City in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of the City to take other or further action without notice or demand. No modification or waiver of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it is given. 6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, March 9, 2020 60A-�55 City of Santa Ana - DRAFT Guarantor agrees in the event of Guaranty's breach of its obligations to pay reasonable attorney's fees and all other reasonable costs and expenses incurred by the City in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder. 7. Governing Law: Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws, rules for all purposes including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by the City to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to personal jurisdiction over it by such courts. Guarantor appoints the following person as its agents for service of process in California: With a copy by certified mail to: 8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity will have not have an effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect. 9. Binding On Successors. This Guaranty shall inure to the benefit of the City and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency. 10. Authority. Guarantor represents and warrants that it has the corporate power and authority to give this Guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Article of Incorporation and By -Laws, and March 9, 2020 60A-156 City of Santa Ana - DRAFT that the person signing this Guaranty on its behalf has the authority to do so. 11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows: To the City: Executive Director of Public Works City of Santa Ana 20 Civic Center Plaza, M-21 Santa Ana, CA 92701 with a copy to the City Counsel at the same address. To the Guarantor: By: (title) By: (title) March 9, 2020 60A-�57 City of Santa Ana - DRAFT EXHIBIT 5 CONTRACTOR'S FAITHFUL PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That , a California , as PRINCIPAL, and a Corporation organized and doing business by virtue of the laws of the State of California, and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings required or authorized by the laws of the State of California, as SURETY, are held and firmly bound to City, hereinafter called OBLIGEE, in the penal sum of two -million, five -hundred thousand dollars ($2,500,000) lawful money of the United States, for the payment of which, well and truly to be made, we and each of us hereby bind ourselves, and our and each of our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT: WHEREAS, the above bounden PRINCIPAL has entered into a contract, entitled "COLLECTION AND HANDLING OF SOLID WASTE GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA" with City, to do and perform the following work, to wit: Collect, Process and Dispose of Solid Waste generated within City, in accordance with the contract. NOW, THEREFORE, if the above bounden PRINCIPAL shall well and truly perform, or cause to be performed each and all of the requirements and obligations of said contract to be performed by said PRINCIPAL, as in said contract set forth, then this BOND shall be null and void; otherwise it will remain in full force and effect. And the said Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this BOND, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications. March 9, 2020 6U A_� 58 City of Santa Ana - DRAFT In the event suit is brought by OBLIGEE to enforce the provisions of this bond, said Surety will pay to OBLIGEE a reasonable attorney's fee, plus costs of suit, in an amount to be fixed by the court. IN WITNESS WHEREOF, said PRINCIPAL and said SURETY have caused these presents to be duly signed and sealed this a California Corporation (PRINCIPAL) (SEAL) DAY OF 20 SURETY By: (ATTORNEY IN FACT) (SEAL) March 9, 2020 6Uk_� 59 City of Santa Ana - DRAFT EXHIBIT 6 NOTARY CERTIFICATION STATE OF CALIFORNIA) COUNTY OF ) ss: On before me, the undersigned, a Notary Public in and for the State of California, personally appeared known to me to be the of Contractor that executed the within instrument on behalf of the Contractor therein named, and acknowledged to me that such Contractor executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County of My Commission Expires: this day of Notary Public March 9, 2020 6UA-�60 City of Santa Ana - DRAFT EXHIBIT 7 COUNTY WASTE DISPOSAL AGREEMENT March 9, 2020 NA-�161 City of Santa Ana - DRAFT 1 A 1 1 2019 A-2016.027 AMENDMENT TO WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA and the CITY OF SANTA ANA County Amendment Authorization Date: A012Z2016 County Notice Address: Director OC Waste and Recycling 300 N. Flower, Suite 400 Santa Ana, CA 92703 With courtesy copies: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 FAX 714-647-6515 2016 Amendment to Waste Disposal Agreement 2016 City Amendment Authorization Date: February 16, 2016 City Notice Address Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702.1988 FAX 714-647-6956 City of Santa Ana Public Works Agency 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 FAX 714-647-5622 3/9/2020 60A-262 City of Santa Ana, Draft Section 1. Amendment to Original Waste Disposal Agreement (a) Sections 3.6(C) and 3.6(E) of the Original Waste Disposal Agreement are deleted and replaced in their entirety, as set forth below: "(C) Receipt of Imported Acceptable Waste on a Contract Basis. Throughout the Tenn hereof, the County shall have the right to enter into a contract or other agreement with any municipal or private non -County entity for the delivery of Imported Acceptable Waste on terms. and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues, The County certifies that in its good faithjudgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof. " "(E) Application and Use of Revenues From Other Users, (1) Throughout the term hereof, all revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal System (including amounts received by the County as a result of the failure of contract counterparties to deliver minimum required amounts of Imported Acceptable Waste) , shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System. Pursuant to the County's Plan of Adjustment, the County is entitled to receive net revenues (after payment of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ("Net Import Revenues") from the disposal of Imported Acceptable Waste by the Disposal System. Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postclosure reserves, City host fees (if applicable), operating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a_pro rata share of capital project costs. Net Import Revenues shall be used for the payment of bankruptcy related obligations until payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment. It is estimated that payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment will occur by the end of Fiscal Year 2017-18. (2) Until the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as provided in Section (3.6)(E)(1). For any period after the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as follows: (i) in Fiscal Year 2017-18, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $17.57 per ton; (ii) in Fiscal Year 2018-19, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported 2016 Amendment to Waste Disposal Agreement. 3/9/2020 60A -263 City of Santa Ana, Draft "SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial. Term. This Agreement shall continue in full force and effect until June 30, 2025, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Oration to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Tenn hereof The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2022, If the parties do not renew this Agreement by June 30, 2023, the Agreement shall expire on June 30, 2025." (d) The first sentence of Section 6.1(C) of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following: "In connection with the panties' right to renew this Agreement for an additional ten-year term pursuant to Section 6,1(B), the parties shall, on or before June 30, 2023, negotiate an applicable change in the Contract Rate for such renewal term." (e) Appendix 2 of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the form attached hereto. (f) Appendix 5 shall be added to the Original Waste Disposal Agreement as a new appendix, in the form attached hereto. (g) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect. Section 2. Initial Payment, As consideration for the execution of Amendment by all of the Participating Cities, and subject to the occurrence of the Amendment Effectivo'bate pursuant to Section 3, the County agrees to pay, fiom the County OC Waste & Recycling .Enterprise Fund, the Amendment Payment to the Participating Cities listed in Appendix S. The aggregate Amendment Payment shall be $5,400,000, and shall be distributed to the individual Participating Cities (including the City) in the percentages set forth in Appendix 5 by September 30, 20t6. Section 3. Effectiveness of Amendment. The provisions of this Amendment shall not become effective unless and until the Amendment has been executed by the County and all of the Participating Cities. The date on which the County and all of the Participating Cities have executed the Amendment shall be the "Amendment Effective Date." The County shall give written notice of the Amendment Effective Date to the City. In the event that the Amendment Effective Date does not occur by June 30, 2016, this Amendment shall be automatically terminated and the County shall have no obligation to make the Amendment Payment. Section 4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to this Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and (ii) it has duly authorized the execution and delivery of this Amendment, and has duly executed and delivered the Amendment. 2016 Amendment to Waste Disposal Agreement 3/9/2020 60A-264 City of Santa Ana, Draft APPENDIX 2 County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(b) Fiscal Year Tonnage FY 2015-16 2,724,250 FY2016-17 2,681,153 FY 2017-I8 2,638,746 FY 2018-19 2,597,017 FY 2019-20 2,558,522 FY 2020-21 2,520,605 FY 2021-22 2,483,256 FY 2022-23 2,483,256 FY 2023-24 2,483,256 FY 2024-25 2,483,256 2016 Amendment to Waste Disposal Agreement 3/9/2020 60A-265 Cumulative 2,724,250 5,405,403 8,044,149 10,641,166 13,199,688 15,720,293 18,203,549 20,686,805 23,170,061 25,653,317 City of Santa Ana, Draft A-2009-047 WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA County Authorization Date: March 24, 2009 County Notice Address: Director Integrated Waste Management Department 320 N. Flower Street, Suite 400 Santa Ana, CA 92703 and the CITY OF SANTA ANA Dated May 4, 2009 City Authorization Date: May 4, 2009 City Notice Address: Executive Director Public Works Agency 20 Civic Center Plaza M-21 Santa Ana, CA 92701 Execution Copy 3/9/2020 601Q1-(2-66 City of Santa Ana, Draft A-2009-047 INSURANCE NOT REQUIRED WORK tJAY PROCEED CLERK OF :,QUNCIL �ArF: J'1N 1 7 2009 WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA and the CITY OF SANTA ANA Dated May 4, 2009 County Authorization Date: City Authorization Date March 24.2009 May 4, 2009 County Notice Address: City Notice Address: Director Executive Director Integrated Waste Management Department Public Works Agency 320 N. Flower Street, Suite 400 20 Civic Center Plaza M-21 Santa Ana, CA 92703 Santa Ana, CA 92701 Execution Copy 3/9/2020 60A-7267 City of Santa Ana, Draft TABLE OF CONTENTS Pave ARTICLE I DEFINITIONS AND INTERPRETATION Section t.I DEFINITIONS ................................ .... ............. ............ .... ...... ............. ........... ......... .I.............. .......... � Section1.2INTERPRETATION........................... ...... ................ ............ ....... .._............... ................................... 7 ARTICLE 11 REPRESENTATIONS AND WARRANTIES Section 21 REPRESENTATIONS AND WARRANTIES OF THE CITY........................................................8 Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY .......................... .......... .... ........:9 ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1 DELIVERY OF WASTE..................................................................................................................9 Section 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY ......... ................. .........I .......... I...... I I Section 3.3 COUNTY RIGHT TO REFUSE WASTE...................................................................................... 12 Section 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE...............................................................13 Section 3.5 MISCELLANEOUS OPERATIONAL MATTERS.......................................................................14 Section 3.6 OTHER USERS OF THE DISPOSAL SYSTEM..........................................................................14 Section 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES...................................................15 ARTICLE 1V CONTRACT RATE Section 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE.........................................15 Section 4.2 CONTRACT RATE........................................................................................................................ 15 Section 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE...........................................21 Section 4.4 BILLING OF THE CONTRACT RATE........................................................................................21 Section 4.5 RESTRICTED RESERVES............................................................................................................21 Section 4.6 AUDITED FINANCIAL STATEMENTS......................................................................................22 Section 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION.............................................22 ARTICLE V BREACH, ENFORCEMENT AND TERMINATION Section 5.1 BREACH ..................................................................... .......................................................... I........ 23 Section 5.2 CITY CONVENIENCE TERMINATION.....................................................................................23 Section 5.3 TERMINATION.............................................................................................................................23 Section5.4 NO WAIVERS................................................................................................................................24 Section 5.5 FORUM FOR DISPUTE RESOLUI'ION........................_...........................................................24 ARTICLE VI TERM Section 6.1 EFFECTIVE DATE AND TERM..................................................................................................24 Section 6.2 COMMENCEMENT DATE...........................................................................................................25 Execution Copy 3/9/2020 60A-268 City of Santa Ana, Draft ARTICLE VII GENERAL PROVISIONS Section 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM.......................................26 Section 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY........................................................26 Section7.3 INDEMNIFICATION.....................................................................................................................27 Section 7.4 RELATIONSHIP OF THE PARTIES............................................................................................27 Section7.5 LIMITED RECOURSE..................................................................................................................27 Section 7.6 PRE-EXISTING RIGHTS AND LIABILITIES.............................................................................27 Section7.7 NO VESTED RIGHTS ...................................................................................................................28 Section 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING ..........................28 Section 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES..................................................................28 Section7.10 AMENDMENTS............................................................................................................................28 Section 7.11 NOTICE OF LITIGATION............................................................................................................28 Section 7.12 FURTHER ASSURANCES...........................................................................................................28 Section 7.13 ASSIGNMENT OF AGREEMENT...............................................................................................28 Section 7.14 INTEREST ON OVERDUE OBLIGATIONS...............................................................................28 Section7.15 BINDING EFFECT........................................................................................................................28 Section7.16 NOTICES...................................................._..................................................................................28 APPENDIX I ESTIMATED ANNUAL TONNAGE APPENDIX 2 CUMULATIVE, TONNAGE TARGETS APPENDIX 3 CUMULATIVE CAPITAL COSTS APPENDIX 4 FORM OF HAULER ACKNOWLEDGEMENT F'xecution Copy 3/9/2020 60A-269 City of Santa Ana, Draft WASTE DISPOSAL AGREEMENT THIS WASTE DISPOSAL AGREEMENT is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the City designated on the cover page of this Agreement, a general law or charter city and political subdivision of the State of California (the `City"). RECITALS The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System'). The Disposal System includes three active landfills and four regional household hazardous waste collection centers. The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the "Act"). The City, in the exercise of its police power and its powers under the Act, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection and disposal of municipal solid waste generated within the City. A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System. In 1997, the City and the County entered in a waste disposal agreement (the "Original WDA"), pursuant to which the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of, the Original WDA. The Original WDA, as amended, will expire by its terms on June 30, 2010, unless the City and the County agree to renew the Original WDA. The City and the County desire to enter into this agreement to extend, amend and restate the Original WDA, on the terms and conditions set forth herein. The County and City acknowledge that the Original WDA shall remain in full force and effect until the Commencement Date. The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing greater disposal rate stability, more predictable and reliable long-term disposal service, and the continuation of sound environmental management. The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan, manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System. Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof. It is, therefore, agreed as follows: Execution Copy 3/9/2020 60A1270 City of Santa Ana, Draft ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below. - "Acceptable Waste" means all garbage, refuse, rubbish and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi -family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law. "Act" means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. "Agreement" means this Waste Disposal Agreement between the County and the City as the same may be amended or modified from time to time in accordance herewith. "Appendix" means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the tennis hereof "Applicable Law" means the Act, the Orange County Code, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or state rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Disposal System, the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes). "Board" means the California Integrated Waste Management Board. "Capital Costs" means all costs of the Disposal System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange Auditor - Controller in compliance with the California State Controller's Manual, including but not limited to all of the categories of costs of the Disposal System reported as "Buildings and Improvements, and Infrastructure" (Object Code 4200) or "Equipment' (Object Code 4000) in the County of Orange — Chart of Accounts, or any successor accounting or reporting system utilized by the County. "CEQA" means the California Environmental Quality Act, codified at Cal. Pub. Res. Code Section 21000 et .seq. as amended or superseded, and the regulations promulgated thereunder. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. Section 9601 el seq., as amended or superseded, and the regulations promulgated thereunder. "Change in Law" means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, penmitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Disposal System or other matters to which Applicable Law applies: (1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); (2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgmentis not the result of willful or negligent action, error or Execution Copy 3/9/2020 60A 1271 City of Santa Ana, Draft omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence. A "Change in Law" shall include but not be limited to any new or revised requirements relating to the funding or provision of disposal services, including but not limited to any regulations for disposal operations or activities associated with the remediation, closure, funding or monitoring of closed sites with respect to facilities comprising the Disposal System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. "City" means, as applicable, the city or Sanitary District designated on the cover page of this Agreement and party to this Agreement. "City Acceptable Waste" means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(C) hereof). "Commencement Date" means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof. "Contract Date" means the first date on which this Agreement has been executed by both parties hereto. "Contract Rate" has the meaning specified in Section 4.2 hereof. "Contract Year" means the fiscal year commencing on July I in any year and ending on June 30 of the following year. "Controllable Waste" means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is: (l) Non -Recycled City Acceptable Waste; (2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and (3) collected and hauled by Franchise Haulers. "County" means the County of Orange, a political subdivision of the State of California and party to this Agreement. "County Plan" means the integrated waste management plan of the County approved by the Board pursuant to the Act as in effect from time to time. Rxecudon Copy 3/9/2020 60A1272 City of Santa Ana, Draft "County Acceptable Waste" means Acceptable Waste generated in the County. "County OC Waste & Recycling Enterprise Fund" means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Disposal System. "County -wide Recycling Services" has the meaning set forth in subsection 3.7(A) hereof "Cumulative Tonnage Target" for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year. "Department" means OC Waste & Recycling, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. "Disposal Agreements" means each of the waste disposal agreements entered into between the County and any city within the County, Sanitary District or operator of any Transfer Station located in the County in accordance herewith. "Disposal Services" means the solid waste disposal services to be provided by the County pursuant to the Service Covenant and otherwise hereunder. "Disposal System" means the Orange County Waste Disposal System which includes solid waste disposal operations at three active landfills (Olinda Alpha, Frank R. Bowerman and Prima Deshecha); four regional Household Hazardous Waste Collection Centers; as well as services, such as monitoring and other activities, at closed refuse stations formerly operated by the County, as appropriate under Applicable Law. "Environmental Fund" means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remedialion or liability. "Franchise Hauler" means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. "Governmental Body" means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority. "Hazardous Substance" has the meaning given such term in CERCLA, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code Section 25300 of seq.), and Titles 22 and 26 of the California Code of Regulations and other regulations promulgated thereunder. "Hazardous Waste" means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et .seq.) and the regulations contained in 10 CFR Part 40. Execution Cnpy 3/9/2020 60A1273 City of Santa Ana, Draft "Imported Acceptable Waste" means Acceptable Waste that is generated outside of the geographical boundaries of the County and delivered to the Disposal System. "Independent Haulers" means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Disposal System pursuant to a franchise, contract, permit or other authorization with a city in the County. "Initial Term" has the meaning specified in Section 6.1(A) hereof. "Legal Entitlement" means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Disposal System or the performance of any obligation under this Agreement or the matters covered hereby. "Legal Proceeding" means every action, suit, litigation, arbitration, administrative proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. "Loss -and -Expense" means any and all loss, liability, obligation, damage, delay, penalty, judgment. deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. "Net Import Revenues" has the meaning ascribed thereto in Section 3.6(E), "Non -Recycled City Acceptable Waste" means all City Acceptable Waste other than Recycled City Acceptable Waste. "Overdue Rate" means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower. "Participating City" means any city or Sanitary District executing a Disposal Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. "Plan of Adjustment" means the County's Modified Second Amended Plan of Adjustment, confirmed by the United States Bankruptcy Court Central District of California in that Conformed Order Confirming Modified Second Amended Plan of Adjustment, Sled May 17, 1996. "Posted Disposal Rate" means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement. "Prohibited Medical Waste" means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. "Qualified Household Hazardous Waste" means waste materials determined by the Board, the Department of Health Services, the State Water Resources Control Board, or the Air Resources Board to be: (I) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and (3) Carcinogenic/mutagenic/teratogenic; which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste. Execution Copy 3/9/2020 60A474 City of Santa Ana, Draft "Recycled City Acceptable Waste" means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is `recycled" within the meaning of Section 40180 of the Public Resources Code. "Renewal Term" has the meaning specified in Subsection 6.1(B) hereof. "Residue" means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). "Resource Conservation and Recovery Act" or "RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C.A. Section 6901 et seq., as amended and superseded. "Restricted Reserves" has the meaning specified in Section 4.5. "Sanitary Districts" means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified at Cal. Ann. Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time. "Self -Hauled Waste" means City Acceptable Waste collected and hauled by Self -Haulers. "Self -Hauler" means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. "Service Coordinator" means the service coordinator for either pasty designated pursuant to subsection 35(C) hereof "Service Covenant" means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof. "Source -Separated Household Hazardous Waste" means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation- "Source- Separated Household Hazardous Waste Disposal System" means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Sourer -Separated Household Hazardous Waste. "State" means the State of California. "Term" shall mean the Term of this Agreement. "Ton" means a "short ton" of 2,000 pounds. "Transfer Station" means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before disposal in the Disposal System. "Unacceptable Waste" means Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead -acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine Execution Copy 3/9/2020 60Aa275 City of Santa Ana, Draft vessels and steel cable; hot loads; and any waste which the Disposal System is prohibited from receiving under Applicable Law. "Uncontrollable Circumstance" means any act, event or condition affecting the Disposal System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are: (1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; and (2) a Change in Law. "Unincorporated Area" means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities. "Unincorporated Area Acceptable Waste" means Acceptable Waste originating from or generated within the Unincorporated Area. "Unrestricted Reserves" means cash and other reserves of the Disposal System which are not Restricted Reserves. "Waste Disposal Covenant" means the covenants and agreements of the City set forth in Section 3.1 hereof. SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires: (A) References Hereto. The terms "hereby", "hereof', "herein", "hereunder" and any similar terms refer to this Agreement, and the terns "hereafter" means after, and the term "heretofore" means before, the Contract Date. (B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa. (C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals. (D) Headines. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Counterparts. This Agreement may be executed in any number of original counterparts. All such cormtetparts shall constitute but one and the same Agreement. Execution Copy 3/9/2020 60A-4276 City of Santa Ana, Draft (G) Applicable Law. This Agreement shall be governed by and construed in accordance with the Applicable Laws of the State of California. (H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court ofjurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. (1) Integration: Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided, however, that this Agreement shall not supersede the following agreements: I) MOU, dated March 10, 1992, between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill as amended on April 6, 1993 and November 29, 1994; 2) MOU, dated May 11, 1995, between the City of Brea and the County of Orange regarding importation of out -of -County waste to the Olinda Alpha Landfill; 3) Settlement Agreement, dated August 1, 1984, between the City of Irvine and the County of Orange regarding the Bee Canyon Landfill (currently called Frank R. Bowerman Landfill); 4) MOU, dated May 16, 1995, between the City of Irvine and the County of Orange regarding importation of out -of -County waste to the Frank R. Bowerman Landfill; 5) MOU, dated September 12, 1995, and amended November 21, 1995, between the City of San Juan Capistrano and the County of Orange regarding importation of out -of -County waste to the Prima Deshecha Landfill; 6) MOU, dated July 1, 1997, between the City of San Clemente[, the Orange County Flood Control District] and the County of Orange regarding the Prima Deshecha Landfill; and City of Irvine. 7) Cooperative Agreement, dated August 15, 2006, between the County and the (J) Recitals. The recitals to this Agreement are not intended to bind the patties hereto. In the event of a conflict between the recitals and the operative provisions of this Agreement, the operative provisions shall prevail. The recitals shall not be used to interpret the provisions of the Agreement. ARTICLE 11 REPRESENTATIONS AND WARRANTIES SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that - (A) Existence. The City is a general law or charter city validly existing under the Constitution and laws of the State. Execution Copy 3/9/2020 60A1277 City of Santa Ana, Draft (B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City. SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that: (A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State_ (B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County. ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE SECTION 3.1 DELIVERY OF WASTE. (A) Waste Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance herewith. (B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet the recycling and landfill diversion goals contained in the Act. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Disposal System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement. (C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law, In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Disposal System for the Contract Rate as provided in Article IV, such owner and/or operator mustexecute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Disposal System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Disposal System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Disposal System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers. Execution Copy 3/9/2020 60A-4278 City of Santa Ana, Draft (D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to a disposal location selected by the City (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (it) the City shall designate the Disposal System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Disposal System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County's third party beneficiary rights. (E) Waste Flow Enforcement. (1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Disposal System pursuant to and in accordance with the Waste Disposal Covenant for disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to: (i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant, (ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non -complying Franchise Haulers and (iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, umder the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station. (2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by (x) subtracting the number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such months) closest in time was prior to the Tenn, and (y) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section4.2). In the event that the County terminates the Waste Disposal Agreement as a result of such breach, the damages due as a result of such termination shall be equal to (m) the average monthly deliveries by the City for the twelve months prior to the commencement of the breach multiplied by (bb) the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by (cc) the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will sutler damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation thatproof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made. (F) Letzal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a 10 exccmiun Copy 3/9/2020 60A.4279 City of Santa Ana, Draft Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City's exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Disposal System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof. (G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement. Such information may include, to the extent practicable, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Franchise Haulers' franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Depamment in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected, tonnage by type of load (residential, commercial, roll -off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information. (1) City Actions Affecting Coin. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste or its collection, transportation, transfer, storage, treatment or disposal that may materially and adversely affect the County's ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers. (J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Disposal System of Acceptable Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste to the County hereunder, and shall not permit any Acceptable Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste for any purpose hereunder. (K) Annexations and Restructurin . It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes, after March 30, 2008, solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law. SECTION 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY. (A) Service Covenant Commencing on the Commencement Date, the County shall provide or cause the provision of the service of (1) receiving and disposing of all Controllable Waste at the Disposal System (or such other facilities, including transfer stations, as the County may determine to use), (2) disposing in accordance with subsection 3.2(C) hereof of Controllable Waste which, at any time and for any reason, is in excess 11 Execution Copy 3/9/2020 60A-Q80 City of Santa Ana, Draft of the disposal capacity of the Disposal System, and (3) in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to keep the Olinda Alpha, Prima Deshecha and Frank R. Bowerman Landfills open for the receipt of waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Particular Facilities. The Department and the City shall consult and cooperate in determining whether and to what extent from time to time other landfills other than that primarily used by the City shall be utilized to receive Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Disposal System, its effect on the County's ability to perform its obligations hereunder, and the County's best estimate of the probable duration. The Department shall confirm such advice in writing within 24 hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill primarily used by the City as soon as possible. In the event of a temporary material increase in average daily deliveries of Controllable Waste from the City which the County reasonably believes could result in the permitted daily disposal capacity limit to be exceeded with respect to a particular landfill within the Disposal System, the County shall have the right to redirect the increased Controllable Waste to another landfill within the Disposal System for the duration of the increase in average daily deliveries; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste- (C) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, the obligations of the County to duly observe and comply with the Service Covenant shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative orjudicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law. SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE. (A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of. (1) Hazardous Waste; hereof, (2) Controllable Waste delivered at hours other than those provided in Section 3.5 (3) Waste that does not constitute Acceptable Waste; (4) Waste that is delivered by any party which has not executed a Waste Disposal Agreement; and (5) Controllable Waste consisting primarily of construction and demolition debris or inerts which may cause a particular facility's daily tonnage limit to be exceeded. 12 Execution Copy 3/9/2020 60A481 City of Santa Ana, Draft (B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Disposal System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Disposal System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Disposal System. (C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Disposal System has not been designed or permitted, and is not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Disposal System. (D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any landfill within the Disposal System, the driver of the vehicle will not be permitted to discharge the load. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a landfill within the Disposal System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any landfill within the Disposal System, the Department shall take immediate action in accordance with Applicable Law. (E) Source -Separated Household Hazardous Waste. The County shall maintain, as part of the Disposal System, a Source -Separated Household Hazardous Waste Disposal System for the disposal of Source - Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for services relating to Sourec-Separated Household Hazardous Waste with respect to cities which are not parties to a Disposal Agreement. The County may provide for the expansion, contraction or modification of the Source -Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Disposal System's viability; provided, however, if the County chooses to reduce services, the County shall nonetheless continue to expend funds for the Source -Separated Household Hazardous Waste Disposal System each year during the term of this Agreement in an amount at least equal to the amount of funds expended for the Source -Separated Household Hazardous Waste Disposal System during fiscal year 2006-07 as adjusted by changes in the Producer Price Index. SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE. Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non -recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such waste, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non -recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non -recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non -recycled Acceptable Waste generated in the Unincorporated Area). 13 Execution Copy 3/9/2020 60A-P282 City of Santa Ana, Draft SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS. (A) Operating Hours. The County shall keep the Disposal System open for the receiving of Controllable Waste during such regular operating hours as maybe established by the Department in the operating rules and regulations applicable to the Disposal System. The County shall utilize best efforts to maintain substantially similar hours, as were in effect on January 2, 2009, for the receipt of waste through the term of this Agreement (subject to Applicable Law). (B) Scales and Weiehine. The Department shall operate and maintain permanent scales at the Disposal System. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery- (C) Service Coordinator. The County and the City each shall designate in writing thirty days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Service Coordinator'). Either parry may designate a successor or substitute Service Coordinator at any time by notice to the other party. (D) Review of Records. Each party may review the other parry's books and records with respect to matters relevant to the performance by either party under this Agreement or otherwise related to the operation of the Disposal System to the extent allowed under the California Public Records Act (interpreted as if the parties to this Agreement were natural persons far purposes of the Public Records Act), SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. (A) On or Before l 20091. On or before [120 DAYS AFTER BOARD APPROVAL], the County shall have the right to enter into waste disposal agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Sanitary Districts, Transfer Stations and Independent Haulers, which waste disposal agreements shall have terns and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After [ . 2009. After [120 DAYS AFTER BOARD APPROVAL], the County shall have the right to enter into waste disposal agreements with Orange County entities, including any city, Sanitary District, Transfer Station and Independent Hauler, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Posted Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Disposal System to establish a Posted Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Posted Disposal Rate be equal to or less than the Contract Rate. In addition, the County shall reserve the right in any such waste disposal agreement at any time, to the extent permitted by Applicable Law, to refuse to receive and dispose of Acceptable Waste from any city, County Sanitary District, Transfer Station and Independent Hauler if and to the extent that such receipt and disposal may materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the Disposal Agreements to which each is a party. (C) Receipt of Imported Acceptable Waste on a Contract Basis. The County shall have the right to enter into a contract or other agreement with any municipal or private non -County entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof The term of any such agreement for the disposal of Imported Acceptable Waste shall end by the later to occur of (i) December 31, 2015 or (ii) the date on which County general purpose revenues are no longer expended to pay debt service on the Orange County Public 14 Execution Copy 3/9/2020 60A483 City of Santa Ana, Draft Financing Authority Lease Revenue Refunding Bonds Series 2005, but in no event later than the last day of the fiscal year commencing July 1, 2015. (D) Self Haulers. The City and the County acknowledge that Self -Haulers shall be entitled to deliver Self -Hauled Waste to the Disposal System, on a non -contract basis, at the Posted Disposal Rate. Such Self - Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Application and Use of Revenues From Other Users. All revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal System, shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System. Pursuant to the County's Plan of Adjustment, the County is entitled to receive net revenues (after payment of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ("Net Import Revenues") from the disposal of Imported Acceptable Waste by the Disposal System, and such Net Import Revenues may be used for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment. Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postelosure reserves. City host fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a pro rata share of capital project costs. The parties acknowledge that their intention in determining to allow the importation of Imported Acceptable Waste for disposal by the Disposal System is to stabilize the Contract Rate at rates below those which would otherwise prevail in the absence of such importation. SLCTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. (A) County -Wide Recycling Services. This Agreement does not require the County to provide for any source reduction, materials recovery, recycling, composting or other waste diversion services by the County nor any payment therefor by the City, by Franchise Haulers or by ratepayers; provided, however, any County -Wide Recycling Services may be funded through the County OC Waste & Recycling Enterprise Fund. Any such recycling services may be expanded, contracted or modified by the County at any time in its sole discretion. (B) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Sanitary Districts, Transfer Stations, Independent Haulers, Unincorporated Area or non -County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the Disposal Agreements and shall not be funded through the general revenues of the Disposal System. ARTICLE IV CONTRACT RATE SECTION 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance and disposal of Controllable Waste delivered to the System by any Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates. SECTION 4.2 CONTRACT RATE. (A) Establishment of Contract Rate. The Contract Rate payable by each Franchise Hauler shall be (x) $22.00 per ton from the Commencement Date through June 30, 2010, and (y) $29.95 per ton on and after July I, 20I0, in both cases contingent on the delivery to the Disposal System of an amount of Acceptable Waste at Fxecmion Copy 15 3/9/2020 60A484 City of Santa Ana, Draft least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2: (i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law; (ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) rcmediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential claims under CERCLA or related federal or state statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 73; or (iii) tonnage shortfalls to the extent pennitted by Sections 4.2(B); (iv) average annual inflation prior to July 1, 2010 in excess of the levels set torah in Section 42(H) and escalation pursuant to Section 4 2(F) ; (v) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Changes in Law; or (vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3. Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii) or (iii) above, the County shall utilize the following remedies in the following order of priority: (x) reduce the costs of operating the Disposal System to the extent practicable; and (y) utilize Unrestricted Reserves to pay costs of the Disposal System. The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (iv), (v) or (vi) above. Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized. The County agrees that it will evaluate the feasibility of long term financing for significant capital costs where appropriate. (B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of' such tonnage shortfall: (i) reduce the costs of operating the Disposal System to the extent practicable; (n) utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Disposal System; (iii) utilize Unrestricted Reserves to pay costs of the Disposal System; and (iv) adjust the Contract Rate. In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on 60 days written 16 Execution Copy 3/9/2020 60A485 City of Santa Ana, Draft notice to the City. In addition, in the event that actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute "Restricted Reserves". (C) [RESERVED] (D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(B) prior to the end of such Contract Year: provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities. Such reimbursement may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump sum payment. (E) Special Charges, Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of accepting such hard to handle materials. In addition, in the event that the Board of Supervisors of the County makes a determination to implement a facility (including but not limited to a transfer station, landfill, conversion technology facility, or a materials recovery or processing facility), which facility would be intended to provide for disposal alternatives after the closure of one or more of the landfills currently operating within the Disposal System, the County may impose an additional charge of $0.50 per ton of Acceptable Waste in order to pay the costs of the study, development, planning, construction and/or operation of such facility. Adjustments pursuant to this Section 42(E) shall not require compliance with the provisions of Section 4.2(I). (F) Escalation. The Contract Rate shall be adjusted each July 1, beginning July 1, 2011. The change will be equal to the positive percentage change in the Consumer Price Index — All Urban Consumers, U.S. city average, All items, Not Seasonally Adjusted, Series 1D CUUROOOOSAO ("CPI") as measured from the October 21 months prior to the rate adjustment to the October immediately preceding the rate adjustment. For example: The July 1, 2011 rate adjustment shall be based upon the index change from October 2009, to October 2010, referred to as year 1 and year 2 respectively in the following example . Formula to calculate percentage change in the Contract Rate: Step 1: October Year 2 CP1 October Year 1 CPI ' I — %increase in Contract Rate Step 2: Current Contract Rate x (1+ % increase in Contract Rate) = Contract Rate as of July l Year 2 On each April 1, commencing April 1, 2011, the County shall provide the City with notice of the adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County will calculate the new Contract Rate each year. In the event that the change in the CPI is negative, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.1(F), which will be considered "year 1" in calculating the change in the Contract Rate. 17 Execution Copy 3/9/2020 60A486 City of Santa Ana, Draft For example, if the CPI is measured as follows: October 2009 = 205, October 2010 = 204, October 2011 = 201, October 2012 = 208, then there would be no adjustment in July 2011, or July 2012, and an adjustment equal to the change from 205 to 208 would be implemented on July I, 2013. Adjustments pursuant to this Section 4.2(F) shall not require compliance with the provisions of Section (G) Adjustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by state, federal or other agencies (i.e., the States Integrated Waste Management fee, which is currently $1.40 per ton). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee. The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above. Adjustments pursuant to this Section 4.2(6) shall not require compliance with the provisions of Section (H) Calculation of Cumulative Inflation Rate. For purposes of Section 4.2(A)(iv) for adjustments prior to July I, 2011, the inflation shall be calculated as the change in the CPI between July of the year of calculation and July 1, 2008. Inflation shall be deemed to exceed the levels set forth below if the ratio between the CPI for July for the year of calculation (calculated in accordance with the formula below) and July 2008 exceeds the ratio corresponding to such year of calculation on the table below. The ratio shall be calculated in accordance with the following formula: (July CPI of calculation year / CPI for July 2008) Year of Calculation Ratio July I, 2008 1.0000 July 1,2009 1.0356 July 1, 2010 1.0723 In the event the CPI is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics or otherwise generally accepted as a replacement for CPI shall be used for purposes of this Agreement. In the event of an adjustment to the Contract Rate pursuant to this section 4.2(H), such adjustment shall be applied to the Contract Rate effective until June 30, 2010, and the Contract Rate effective July 1, 2010. 4.2(I). Adjustments pursuant to this Section 4.2(H) shall not require compliance with the provisions of Section (1) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(1). The County shall be required to provide the City with at least 90 days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least 45 days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Disposal System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 42(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the "County Report"). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least 10 days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the "City Report"). The City Report shall be provided to the Board of Supervisors for 18 Faecuflon Copy 3/9/2020 60A-P287 City of Santa Ana, Draft consideration at such meeting in connection with the proposed rate adjustment. At any time from and attcr the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (1 I) of Section 4 2(J). (J) Procedure for Expedited Judicial Review of Contested Rate Adjustment. In the event that, within 30 days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(1), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 42(.I), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the "Expedited Rate Determination"), the Participating Cities which have made the election described in the paragraph above (the "Challenging Cities") must commence a civil action for breach of contract (the "Action") in the Orange County Superior Court within 45 days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate- (2) Within two (2) days of filing the Action, the Challenging Cities shall personally serve on the County Counsel both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the "Expedited Rate Determination Stipulation"). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, the County Counsel shall execute the Expedited Rate Determination Stipulation and personally serve upon the Challenging Cities through their counsel of record the Expedited Rate Determination Stipulation and its answer to the complaint in the Action. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The City and the County mutually agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance. (4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly make ex parte application to the Orange County Superior Court in the Action for the issuance of the order contained in the Expedited Rate Determination Stipulation. At such ex parse application, the County and the Challenging Cities shall also seek to confinn with the Orange County Superior Court the briefing schedule, and request a hearing date in accordance with the procedures set forth in this Section 4.2(J)_ (5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the court and personally serve upon the County the Challenging Cities' opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County 19 Lxecutiun Copy 3/9/2020 60A488 City of Santa Ana, Draft Waste Commission, the transcript of the proceedings of the Board of Supervisors meeting and the Orange County Waste Commission, the minutes of the Board of Supervisors and the Orange County Waste Commission meeting, and the resolution and/or other documentation evidencing action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and 4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the court. (6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and personally serve upon the Challenging Cities the County's opposition brief The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and personally serve upon the County a rebuttal brief, which shall not exceed 10 pages in length. (8) The trial of the Expedited Rate Determination shall be conducted as a hearing which shall be conducted at the date set by the court in the ex parte hearing conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the court. If the court requests the parties to prepare supplemental briefs in response to any question or issue raised by the court, the parties may do so. (9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement. (10) The court shall issue its written statement of decision and enterjudgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination. (11) if the court determines that any portion of the County's adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within 30 days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the highest percentage rate that does not constitute usury under California laws. Such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve months) reasonably calculated to provide full reimbursement of the amounts described above. (12) If for any reason the court does not sign the order contained in the Expedited Rate Determination Stipulation, the City shall, within 30 days of the court's denial of such requested order, file with the court and personally serve upon the County a motion for summary judgment and/or motion for judgment on the pleadings, in accordance with Code of Civil Procedure Section 437(c) and 438. By executing this Agreement, the parties hereby stipulate that, in the event that the Challenging Cities file such summary judgment motion and/or motion for judgment on the pleadings, the Record shall be deemed to have been incorporated into the complaint and answer filed by the Challenging Cities and the County, and no evidence outside of the Record is relevant or material to the dispute raised in the Expedited Rate Determination. The briefing schedule and hearing on such motion for summary judgment and/or motion for judgment on the pleadings shall be in accordance with Code of Civil Procedure Section 437(c). The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 42(J) that are not in conflict with this paragraph (12). (13) In the event that the court both does not sign the order contained in the Expedited Rate Determination Stipulation and either does not hear or does not issue a ruling on the merits on the motion for summary judgment and,'or judgment on the pleadings which is dispositive of the issues, claims and causes of action in the complaint filed by the Challenging Cities, the County and the Challenging Cities shall, within twenty days following the issuance of the Court's order or decision not to honor the parties' stipulation or not to hear the parties' motion for summary judgment, make application to the Presiding Judge of the Orange County 20 Execution Copy 3/9/2020 60A489 City of Santa Ana, Draft Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 42(J) that are not in conflict with this paragraph (13). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the court, to a new trial after the court renders a decision, and to any appeal or review of the decision of the court. SECTION 43 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE. (A) Payment by City. In the event and to the extent (1) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Disposal System or (2) the City uses non -municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate. Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law. To the extent provided in Section 7.5 hereof, the obligation of the City for such Contract Rates shall be limited to amounts in the City's Solid Waste Enterprise Fund. From the Commencement Date to the date of expiration or termination of this Agreement, the obligation to the City to pay the Contract Rate, to the extent the City rather than Franchise Haulers is responsible directly for payment and provided that the Service Covenant has been complied with, shall be absolute and unconditional and shall not be subject to delay or diminution by reason of set-off, abatement, counterclaim, existence of a dispute or otherwise. (B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers other than City municipal collection forces, the obligation to pay the Contract Rate shall rest with such Franchise Haulcrs and not with the City and, unless the City has agreed with the County to be responsible for Franchise Hauler payments, the City shall not be financially responsible for any delay or failure by such Franchise Hauler to pay the Contract Rate or any portion thereof when due. In the event of any such failure, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler's franchise, permit or license rights. (C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within 30 days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within 30 days after the City's or the Franchise Hauler's objection, either party may pursue appropriate legal remedies. SECTION 4.4 BILLING OF THE CONTRACT RATE. The County shall continue to bill Contract Rates after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties. SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, "Restricted Reserves" means cash and other reserves of the Disposal System which we restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Disposal System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Disposal System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute "Restricted Reserves" hereunder, and may be commingled with 21 Execution Cupy 3/9/2020 60A490 City of Santa Ana, Draft Unrestricted Reserves or other funds of the County attributable to the Disposal System. "Restricted Reserves" shall include, but not be limited to, the following: by Applicable Law; (i) reserves for closure of components of the Disposal System to the extent required (ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Disposal System; (iii) reserves established to protect the Disposal System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4 2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Disposal System; (v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement; (vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to the State Integrated Waste Management Board); (vii) reserves required to meet bond covenants pursuant to financing agreements for Disposal System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section; (viii) security deposits from landfill deferred payment progratn users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs); (x) AB939 surcharges; (xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System. SECTION 4-0 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January I each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate of an independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Disposal System, the Disposal Services, and the fiscal activities of the County OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the County OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year. SECTION 4.7 ANNUAL UPDATE OF TEN-YF,AR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated 'fen -Year Financial Projection for the Disposal System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements: Execution Copy 22 3/9/2020 60A491 City of Santa Ana, Draft I . County Acceptable Waste, in tons; 2. Imported Acceptable Waste, in tons; 3. Revenues and expenditures; 4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves. and all other funds of the System. 5. Projected liabilities for closure and post closure as well as reasonable reserves for other environmental costs. fhe purpose of the Ten -Year Financial Projection is to keep the City fully informed about the future financial condition of the Disposal System. The County shall cause a copy of the Ten -Year Financial Projection to be delivered to the City Manager of the City no later than May I of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection ARTICLE V BREACH, ENFORCEMENT AND TERMINATION SECTION 5.1 BREACH. The parties agree that in the event either party breaches any obligation under this Agreement or any representation made by either party hereunder is untrue in any material respect, the other party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be performed hereunder. Neither party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement. SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon 90 days' written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement. SECTION 5.3 TERMINATION. (A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the repeated failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless: (1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of - time not more than 90 days from the date of the notice given pursuant to clause (1) of this subsection (but if the Execution Cup}' 23 3/9/2020 60A4292 City of Santa Ana, Draft County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach). (B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the repeated failure or refusal by the City substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for cause under this subsection unless: (1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County's conclusion that such failure or refusal to perform has Occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than 90 days from the date of the notice given pursuant to clause (I ) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach). SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either party of the other party's compliance with any term or provision of this Agreement. No course of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such parry's rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy. SECTION 5.5 FORUM FOR DISPUTE RESOLUTION. It is the express intention of the parties that all legal actions and proceedings related to this Agreement or to the Disposal System or to any rights or any relationship between the parties arising therefrom shall be solely and exclusively initiated and maintained in courts of the State of California having appropriate jurisdiction. ARTICLE VI TERM SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2020, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2018, for an additional term of ten years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2017. if the parties do not renew this Agreement by June 30, 2018, the Agreement shall expire on June 30, 2020. (C) Contract Rate During Renewal Term. In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(B), the parties shall, on or before June 30, 2018, negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the 24 Execution Copy 3/9/2020 60A493 City of Santa Ana, Draft Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to: (i) actual cost of operations; (ii) population growth; (iii) increase or decrease in available tonnage; (iv) economic and disposal market conditions in the Southern California region; (v) changes in transportation and technology; (vi) closure and expansion of nearby landfills; (vii) capacity of the Disposal System; and (viii) available reserves which are in excess of the amount reasonably required as reserves. (D) Survival: Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 5.5, 7.2, 7.3, 7.5, 7.7, 7.8, 7.9, and 7.10 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate. SECTION 6.2 COMMENCEMENT DATE. (A) Obligations of the Parties Prior to the Commencement Date. The parties acknowledge that the Disposal Agreements may be executed and delivered on different dates and that, except as provided in this subsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the participation threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred. Prior to the Commencement Date, each party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect. (B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which the percentage of the County's Acceptable Waste attributable to Participating Cities which have executed and delivered Disposal Agreements shall exceed 85% percent (using the percentage rates attributed to such Cities in Appendix 1). Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement. (C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the cities which have theretofore executed Disposal Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date. 25 Fxecution Copy 3/9/2020 60A494 City of Santa Ana, Draft (D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City. If any such City executes a Disposal Agreement and meets the applicable condition provided in subsection 6.2(B) hereof within ISO days following the date of its municipal incorporation, then such City shall be entitled to execute a Waste Disposal Agreement on substantially the same terms and conditions as this Agreement (including the Contract Rate), notwithstanding the limitations contained in Section 3.6(B). (E) Failure of Condition. If by [120 DAYS AFTER BOARD APPROVAL], or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not. satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date. Notwithstanding anything in this Agreement to the contrary, in the event that this Agreement is terminated pursuant to this Section, the provisions of the Original W DA shall remain in full force and effect on the terms and conditions set forth therein. ARTICLE VII GENERAL PROVISIONS SECTION 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM. The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Disposal System in accordance with Applicable Law and the operating rules and regulations of the Department. SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. (A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance. (B) Notice. Mitigation. The party experiencing an Uncontrollable Circumstance shall notify the other party by telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within 15 days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such parry's obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to he adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor. reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Disposal System. While the delay continues, the County or City shall give notice to the other party, before the first day of each succeeding month, updating the information previously submitted. (C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Disposal Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 42 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the 26 Execution Copy 3/9/2020 60A495 City of Santa Ana, Draft Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable. SECTION 7.3 1NDEMN'IFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend and hold harmless the City from and against all Loss -and -Expense arising from the City's activity as an "arranger' (for purposes of and as such term is defined under CERCLA or comparable state statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine that because of conflict or any other reason that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City's sole responsibility. The City acknowledges the County's legitimate interest in actively participating in any defense, litigation or settlement whether the County or the City provides legal counsel. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein. The County shall not, however, be required to indemnify or defend the City from and against all Loss -and -Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County's landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The panics acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County's legitimate interest in actively participating in any defense, litigation or settlement, and shall, as a condition to this indemnity, coordinate fully with the County in the defense. SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties. SECTION 7.5 LIMITED RECOURSE. (A) To the City. Except in the event the City has not established or maintained a City Solid Waste Enterprise Fund, no recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including any Loss - and -Expense of any nature arising from the performance or non-performance of the City's obligations hereunder. The sole recourse of the County for all such amounts shall be to the funds held in any such Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. (B) To the Counrv. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss -and -Expense of any nature arising from the performance or non-performance of the County's obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any party hereto may have to or against the other parry as of the Contract Date relating to the disposal of waste in the Disposal System or any other related matter. 27 Execution Copy 3/9/2020 60A-Q96 City of Santa Ana, Draft SECTION 7.7 NO VESTED RIGHTS. The City shall not acquire any vested property, license or other rights in the Disposal System by reason of this Agreement. SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any liability incurred by the City as a result of collecting Acceptable Waste or processing it for diversion from landfill, or as a result of causing, franchising, permitting, licensing authorizing or arranging any of the foregoing, shall be its sole liability, except as expressly otherwise provided herein. SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both parties. SECTION 7.11 NOTICE OF LITIGATION. Each patty shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith. SECf1ON 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement. SECTION T 13 ASSIGNMENT OF AGREEMENT. (A) Assienment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which may be withheld in the other party's sole discretion. Notwithstanding the foregoing, either party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning party. (B) Sale. The County shall not enter into any agreement for the sale of the Disposal System which provides for an effective date for such sale prior to the termination of this Agreement. SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued. SECTION 7.15 BINDING EFFECT, This Agreement shall bind and inure to the benefit of the parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13 hereof. SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any party by notice to the other party. 28 Execution Copy 3/9/2020 60A4297 City of Santa Ana, Draft IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written. Date PATRICIA E. HEALY Clerk of the Council By e J S G BOSS Ex tive Director of the Pu he W rks Agency APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA B%\2 APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney fay Laura Sheedy Assistant City Attorney Execution Copy COUNTY OF ORANGE I_ By 91! Director, OC Waste & Rccyc ng CITY OF SANTA ANA "TA BY �s2� N.REAM f r/r VID City Manager 29 3/9/2020 60A498 City of Santa Ana, Draft Execution Copy APPENDIX ESTIMATED ANNUAL TONNAGE 3/9/2020 60A499 City of Santa Ana, Draft Excculm Copy APPENDIX 2 Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2 (B) Fiscal Year County• Acceptable Waste Cumulative County Tonnage Acceptable Waste Tonnage FY 2008-09 3,170,387 3,170,387 FY 2009-10 3,092,806 6,263,193 FY 2010-11 3,185,590 9,448,783 FY 201142 3,344,870 12,793,653 FY2012-13 3,445,216 16,238,869 FY 2013-14 3,514,120 19,752,999 FY 2014-15 3,549,262 23,302,251 FY 2015-16 3,565,608 26,867,859 FY 2016-17 3,582,033 30,449,892 FY 2017-18 3,598,535 34,048,427 FY 2018-19 3,615,115 37,663,542 FY 2019-20 3,631,774 41,295.316 3/9/2020 60A400 City of Santa Ana, Draft Execution Copy APPENDIX 3 CUMULATIVE CAPITAL COSTS to be Used for Purposes of Section 4.2(A)vi Fiscal Year (ending June 30 Annual Capital Costs Cumulative Capital Costs 2009 $37,939,538 537,939,538 2010 $59,343,405 $97,282,943 2011 $10,433,978 $107,716,921 2012 $13,678,113 $121,395,034 2013 $17,525,040 $138,920,074 2014 $11,259,518 $150.179 592 2015 $37,682,758 $187 862 350 2016 $5,068,800 $192,931,150 2017 $10,662,265 $203,593,415 2018 $29,397,698 $232,991,113 2019 $8,263,795 $241,254,908 2020 $45,103,805 $286,358,713 3/9/2020 60A-301 City of Santa Ana, Draft Execution Copy APPENDIX FORM OF HAULER ACKNOWLEDGMENT 3/9/2020 60A-302 City of Santa Ana, Draft FRANCHISE HAULER ACKNOWLEDGMENT THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of May 4, 2009 (the "Acknowledgment"), by and between the City of Santa Ana (the "City") and USA Waste of California Inc. (the "Franchise Hauler"). WFINESSETH [WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled Third Amended and Restated Agreement for Collection and Handling of Solid Wastes Generated, Produced and/or Accumulated in the City of Santa Ana, dated as of April 3, 2005 (the "Franchise"); and [WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the "Authorization") which allows the Franchise Hauler to provide solid waste collection services within the City; and] [WHEREAS, the Franchise authorizes the collection and disposal of certain municipal solid waste as described therein ("Franchise Waste") generated within the City; and] WHEREAS, Orange County (the "County") owns, manages and operates a sanitary landfill disposal system for municipal solid waste generated within the County; and WHEREAS, the City and the County have heretofore entered into a Waste Disposal Agreement, dated as of May 4, 2009 (the "Disposal Agreement') determining that the execution of such Disposal Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Orange County Landfill Disposal System (the "Disposal System"); and WHEREAS, under the Disposal Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Disposal System; and WHEREAS, the provisions of the Waste Disposal Agreement which guarantee capacity for the long term disposal of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Disposal System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the Waste Disposal Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the Disposal Agreement through the delivery of waste by the Franchise Hauler to the Disposal System; and WHEREAS, the Franchise Hauler's agreement Io deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler's right to receive the Contract Rate for such disposal as provided in the Disposal Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Capitalized terms used and not otherwise defined herein are used as defined in the Disposal Agreement. Execution Copy 3/9/2020 60A403 City of Santa Ana, Draft 2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the Disposal Agreement, (b) the enforceability against the County or the City of the Disposal Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Designated Disposal Facility in accordance with this Acknowledgment. 3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies. 4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including all residue from the processing by any means, wherever conducted, of Controllable Waste), to the Disposal System, and shall otherwise assist the City in complying with its obligations under the Waste Disposal Covenant in Section 3.1 of the Disposal Agreement. 5. The Franchise Hauler shall not haul Controllable Waste to any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility unless the contract or other agreement or arrangement between the Franchise Hauler and the operator of such facility is sufficient in the opinion of the County to assure that the Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City Acceptable Waste transferred by such facility shall be delivered to the Designated Disposal Facility in compliance with the Waste Disposal Covenant. 6. The Franchise Hauler shall pay the Contract Rate imposed by the County at the Designated Disposal Facility for the disposal of all Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth in the Disposal Agreement. 7. Nothing in this Acknowledgment is intended to restrict any right or responsibility explicitly given the Franchise Hauler in the Franchise to recycle City Acceptable Waste, except as provided in paragraph 5 above with respect to Residue from any such recycling operations. 8. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith. 9. This Acknowledgment may be enforced by the City by any available legal means. In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance herewith. 10. This Acknowledgment shall be in full force and effect and shall be legally binding upon the City and Franchise Hauler from the dated hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the term of the Disposal Agreement. it. The City and Hauler agree that the County shall be an express third party beneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Franchise Hauler hereunder. 12. The Hauler agrees to assist the County in verifying tonnage collected by the Franchise Hauler and providing information required by the County. Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll -off box), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors. Execution Copy 3/9/2020 60A404 City of Santa Ana, Draft IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of day of , 2009. CITY OF SANTA ANA Ate' iri_,•_ Printed Name: i �.. . USA WASTE OF CALIFORNIA INC. Signature: Printed Title: Execution Copy 3/9/2020 60A405 City of Santa Ana, Draft APPENDIX 1 PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTION 6.2(b) Jurisdiction Percentage of County Acce table Waste Anaheim 13.4% Santa Ana 10.6% Irvine 7.5% Huntington Beach 6.0% Orange 5.8% Garden Grove 5 1% Fullerton 4 5% Unincorporated Orange Count 1° 4.3% Costa Mesa 3 6% Newport Beach 3.0% Lake Forest 2 6% Buena Park 2 5% Mission Viejo 2 3% Westminster 2.3% Yorba Linda 2.3% Brea 2 1% Tustin 2 0% C ress 19% La Habra 1 8% San Clemente 1.7% Fountain Valle 1.6% La una Ni uel 1.6% Placentia 1.6% San Juan Ca istrano 1.6% La una Beach 1.4% Dana Point 1 20/ Stanton 1 1% Rancho Santa Mar arita 1 0% La una Hills 0.9% Seal Beach 0 8% Aliso Vie'o 0 7% Los Alamitos 0 5% La Palma 0.3% La una Woods U2% Villa Park 0 2n/o Total 100% i. ) ' iuuwrporatea County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. (2) A Participating City will only be included for purposing of determining the Commencement Date upon (i) execution of a Waste Disposal Agreement by that Participating City and (it) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City Execution Copy 3/9/2020 60A406 City of Santa Ana, Draft Execution Copy APPENDIX 2 CUMULATIVE TONNAGE TARGETS 3/9/2020 60A407 City of Santa Ana, Draft EXHIBIT 8 AB 341, AB 1826, AND SB 1383 IMPLEMENTATION PLAN March 9, 2020 6UA-�08 City of Santa Ana - DRAFT CURRENT RATE SCHEDULES Draft, March 9, 2020 7 - 1 City of Santa Ana 60A-309 CURBSIDE SERVICE UNIT RATES FY 2019-20 MEMORANDUM (D Will Holt, Treasury Manager To: Finance and Management Services Agency Date: June 13, 2019 $Aiargaret Mercer, Admin. Services Manager From: Public Works Agency Subject:. CURBSIDE REFUSE RATES — FY I9-20 The following is a breakdown of the curbside refuse rates that are effective July 1, 2019: Curbside service: Waste Management $17.41 per month City administration fee 4.11 NPDES fee .38 Total $21.90 Qualifying seniortmobile home curbside service: Waste Management $17.41 per month City administration fee 1.56 NPDES fee '36 Total $19.35 Additional Optional Services: Additional carts $2.00 each per month. Residential Contamination $10.77 per third and subsequent event Damaged Cart Penalty (caused by intentional or wanton destruction by Curbside Service Unit) $48.46 per cart Residential Extra Pick-up $37.42 per pickup Steam Cleaning of Curbside Carts $28.92 per cart At Your Door Curbside HHW Collection $204.62 per occurrence Walk -Out service for Other Than DisabCed Individuals $26.92 per month Please call me at Exi. 5050 If there are any questions. March 9, 2020 7-2 City of Santa Ana 60A-310 w.,. MAYOR Miguel A. Pulido MAYOR PROTEM F V,cente SrmieMo COUNCILMEMEERS Angelica Annezcua P. Enrd BenaWdes Michele Martinez CITY OF SANTA ANA rran,en Rey . Gal Tinelero PUBLIC WORKS AGENCY M-21 20 Civic Center Plaza P O_ aax 1IMS Santa Ane, Celifoalia 42IO2 CITY MANAGER David Cavazos CITY ATTORNEY S.I. R. Cnrvglho CLERK OF THE COUNCIL Malta D. HuRai RESIDENTIAL BINS -ADJUSTED RATES EFFECTIVE 07101119 1 YARD BIN 2019 TOTAL RATE 1 Yard Bin x 1 sleek $113.28 1 Yard Bin x 2NVeek $203.52 1 Yard Bin x 3NVeek $293.72 1 Yard Bin x 4NVeek $384.D5 1 Yard Bin x 51Week $474.20 1 Yard Bin x 61Week $587 55 2 YARD BIN 2 Yard Bin x 1 NVeek $123.02 2 Yard Bin x 2NVeek $223.00 2 Yard Bin x 3/Week $323.01 2 Yard Bin x 4/Week $422.97 2 Yard Bin x 5/Week $522.95 2 Yard Bin x 61Week $622.91 3 YARD BIN 3 Yard Bin x 1 Meek $178.72 3 Yard Bin x 21Week $311 .49 3 Yard Bin x 3NVeek $444.12 3 Yard Bin x 4NVeek $577.01 3 Yard Bin x 5/Week $709.74 3 Yard Bin x 6NVeek $899.99 4 YARD BIN 4 Yard Bin x 1 Week $211.49 4 Yard Bin x 21Week $365.52 4 Yard Bin x 3/Week $519.47 4 Yard Bin x 41Week $673.52 4 Yard Bin x 5NVeek $827.42 4 Yard Bin x 6NVeek $1, 061.89 March 9, 2020 7-3 City of Santa Ana 60A-311 MAYOR g5guel A- P.M. MAYOR PRO TEM Jaen mllegaa COUNCILMEMCERS Cecilia Iglesias _ ° '_ �: e° David Ponaloza U¢enle Sarrnienlo Jose SoEono CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza - P.O. Box 1906 Santa Ana, Calif rrl. n2702 CITY MANAGER Kn,llne Ridge CITY ATTORNEY Santa R. Cervnlha ACTING CLERK OF THE COUNCIL Narma Mitre -Ramirez COMMERCIAL BINS -ADJUSTED RATES EFFECTIVE 07/01119 1 YARD BIN 2019 TOTAL RATE 1 Yard Bin x 1NVeek $90.52 1 Yard Bin x 2fWeek $157.96 1 Yard Bin x 3NVeek $225.53 1 Yard Bin x 4NVeek $293.14 1 Yard Bin x SlWeek $360.64 1 Yard Bin x 6NVeek $451 .11 2 YARD BIN 2 Yard Bin x 1NVeek $100.50 2 Yard Bin x 2NVeek $178.11 2 Yard Bin x 3/Week $255.62 2 Yard Bin x 4NVeek $333.11 2 Yard Bin x 5NVeek $410.65 2 Yard Bin x 6/Week $522.67 3 YARD BIN 3 Yard Bin x 1NVeek $145.05 3 Yard Bin x 21VVeek $267.14 3 Yard Bin x 3NVeak $389.17 3 Yard Bin x 4NVeek $511.20 3 Yard Bin x 5/Week $63324 3 Yard Bin x 6NVeek $812.69 4YARD BIN i 4 Yard Bin x 1NVeek $189.61 4 Yard Bin x 2NVeek $344.61 4 Yard Bin x XWeek $499.67 4 Yard Bin x 4NVeek $554.82 4 Yard Bin x 5/Week $B09.B8 4 Yard Bin x 6NVeek $1 045.42 SANTA ANA CITY COUNCIL Mip P. Puldb lo 3—i b D. P.M Jnu Salon. uepr enmprho ram v. v✓me] woMi muu mRAnn xanx nm v nesdirs mm�amm ik.arrAnx m m�enim AMenn nmeom warcoPA-,.m.+Anr r� :n4tl lyuxVs March 9, 2020 7-4 City of Santa Ana 60A-312 MAYOR Miguel A. Puiido MAYOR PRO TEM x Jun, Nllegas -- COUNCILMEMSERS Cecilia Iglesias -J Cedd Peoaleec Vmmle 5armPenlo Jose Solon. CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Cidc Center Plaza a P.O. Eox 1988 Santa Ana. Califwa 92702 CITY MANAGER Krisilne Ridge CITY ATTORNEY Sonia R. C .Iha ACTING CLERK GF THE COUNCIL Nor a Milk -Ramirez COMMERCIAL ORGANICS BINS AND CARTS — ADJUSTED RATES EFFECTIVE 07/01/19 2 YARD BIN 2019 TOTAL RATE 1 Yard Bin x 1NVeek $50.25 1 Yard Bin x 211Veek $89.05 1 Yard Bin x 3Mleek $127.61 1 Yard Bin x 4Mleek $166.55 1 Yard Bin x 5Mleek $205.33 1 Yard Bin x 6=eek $261.33 64 GALLON CART 64 Gallon Cart x 1NVeek $23.97 64 Gallon Cart x 2M]'eek $41.86 64 Gallon Cart x 3MJeek $5978 64 Gallon Cart x 4Mfeek $77.71 64 Galion Cart x 5NVeek $95.61 64 Gallon Cart x 6Mleek $119.57 SANTA ANA CITY COUNCIL Vlax P. Puldb 10 3—i b D. P.M Jnu Salono mupr en�prwor� v, wmaa wawa me�mrtman x-,aw am a a9z�ram�Aam a��NrYAaw m Me�amAmRaa a.,a9 o� .o an'oFmmaAnr r, March 9, 2020 7-5 City of Santa Ana 60A-313 MAYOR Miguel A. Puiido MAYOR PRO TEM x Juen Nllegas -- COUNCILMEMERS Cecilia Iglesias -J Cedd Peoaleec - Ymenle 5armPenlo Jose Solon. CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Cidc Center Plaza a P.O. Box 1988 Santa Ana. Callfw a 92702 CITY MANAGER Krisilne Ridge CITY ATTORNEY Sonia R. C .Iha ACTING CLERK GF THE COUNCIL Norma Milk -Ramirez ADDITIONAL SERVICES ADJUSTED RATES EFFECTIVE 07/01/19 ADDITIONAL SERVICE 2019 TOTAL RATE Looking Din(per bin per month 3.23 Extra Pickup 92.16 Enclosure Charge (per bin perpickup) 3.23 Overage Charge 47.44 25' — 50' Pull-out Charge(per bin perpickup) 1.66 51' —75' Pull-out Charge(per bin per pickup) 3.23 Casters 4.02 Restart Fee 22.18 Commercial Exchange Fee 6322 Roll -off Trip Charge (Dry Run 75.85 Commercial Return to Service Fee 75.85 Sulk - Commercial/Multi-Family 47.44 Sulk - Curbside 47.44 Ticket Copies 1.66 Graffiti Removal 35.47 Cleanin Fee — Commercial/Roll-off 31.97 Bin Relocation 53.85 Heavy Truck Service 80.77 Commercial and Rolloff Contamination Penalty On Second Notification 53.85 SANTA ANA CITY COUNCIL Vlax P. Puldb 10 3—,rt b D. P.M pr Jnu Salono muen�prwor� v, wmaa wawa .,.�r.+ me�mrtman x-,aw am a a9z� samm 'k.arrAnx m Me�amAmRaa a.,a9 o� .o an'oFmmaAnr r, � r March 9, 2020 7-6 City of Santa Ana 60A-314 MAYOR Miguel A. Puiido MAYOR PRO TEM x Jun, Nllegas -- COUNCILMEMERS Cecilia Iglesias -J Cedd Peoaleec Vmmle 5armPenlo Jose Solon. CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Cidc Center Plaza a P.O. Box 1988 Santa Ana. Califwa 92702 CITY MANAGER Krisilne Ridge CITY ATTORNEY Sonia R. C .Iha ACTING CLERK GF THE COUNCIL Norma Milk -Ramirez PERMANENT ROLLOFF AND COMPACTOR ROLLOFF, INSTA-BIN AND STINGER SERVICE — ADJUSTED RATES EFFECTIVE 07/01/19 PERMANENT ROLLOFF 2019 TOTAL RATE 10 Yard $275.04 20 Yard $275.04 40 Yard $275.04 M RF Disposal Rate per Ton $73.31 COMPACTOR ROLLOFF 10 Yard $332.35 20 Yard $332.35 40 Yard $332.35 MRF Disposal Rate per Ton $73.31 INSTA-BIN $94.97 STINGER Per Bin x IMeek $34.17 Per Bin x 2NVeek $68.36 Per Bin x 3/Week $102.51 Per Bin x 4NVeek $136.67 Per bin x 5NVeek $170.83 Per bin x 6NVeek $205.02 SANTA ANA CITY COUNCIL Vlax P. Puldb 10 3—i b D. P.M Jnu Salono mupr en�prwor� v, wmaa wawa me�mrtman x-,aw am a a9z�ram�Aam a��NrYAaw m Me�amAmRaa a.,a9 o� .o an'oFmmaAnr r, March 9, 2020 7-7 City of Santa Ana 60A-315 CITY OF SANTA ANA Green Policy The City of Santa Ana has along history of imple me ntirg envirormentallyfocused programs. In 2015the ❑ty of Santa Ana (City) establis-ed a Climate Action Plan to develop and implement strategies to reduce greerhousegas emissions from City operations and the community. Lardfi Ili ng of solid waste, improper disposal of hazardouswaste, andthe marufacturirg of products cortributeto greenhousegas emissions. The City has implemented many programs and policies to reduce the amount of waste landfi Ile and encourage so urcea-eduction and recycling act iviti es. This Greer Policy documents activities and programs currently in place through the City's operations and facilities and the community, describes programs included in the current solid waste agreement and identifies programs required by state regulation to be included in the new solid waste agreement, and identifies additional environmental programs to be included in the rem solid waste agreement as financially feasible. October 16, 2018 Draft, March 9, 2020 8 - 1 City of Santa Ana 60A-316 CITY OF SANTA ANA Green Policy Table of Contents page I. California Regulations Relating to Diversion of Materials From Landfilling 1 IL Solid Waste Best Practices Hierarchy 2 111. Current City of Santa Ana Programs, Practices and Policies 3 IV. Existing Programs to be Included in Solid Waste Agreement 5 V. Environmental Programs Required by State Regulations to be Included in Solid Waste Agreement 5 VL Suite of Additional Environmental Programs to be Included in the New Solid Waste Agreement as Financial Feasible 6 VIL Additional Environmental Policies for Consideration 6 October 16, 2018 March 9, 2020 8-2 City of Santa Ana 60A-317 CITY OF SANTA ANA Green Policy INTRODUCTION The City of Santa Ana has a long history of implementing environmentally focused programs without an established Green Policy, This Green Policy has been developed to capture the vision of future environmental efforts in the City of Santa Ana, and will be used as the basis for refining the Solid Waste Services Request for Proposals scope, and implementing future solid waste environmental programs. The policy identifies California regulations relating to diversion of materials from landfilling, solid waste best practices hierarchy, current City of Santa Ana programs, practices and policies, existing programs to be included in solid waste agreement, environmental programs required by State regulations to be included in Solid Waste Agreement, suite of additional environmental programs to be included in the new Solid Waste Agreement as financial feasible, and additional environmental policies for consideration. CALIFORNIA REGULATIONS RELATING TO DIVERSION OF MATERIALS FROM LANDFILLING AB 341 AB 939 Manaatory enm renal 50% recyrbng;lmw jurisdiction goal of 75% diversion diversion by raged rn.A 2020 by 20w AB 1826 AB 1594 Mandatory landhll cammeM attamative daily cover organics nn longer reycl;ng; gall considered of so'. diversion in reductlan in mganks 2020 disrosal by 2020 AL AA SB 1383 50% redne6an inorganic, dispeeal by 2020 and 75% by 2025, and 20% owon i,ry of edible fx i by 2025 Over the past 30 years California has passed many landmark environmental regulations. Summarized below are regulations that specifically address reducing the amount of material being disposed at landfills. California adopted its first statewide, general recycling program in 1989, The California Integrated Waste Management Act (A8 939), which required jurisdictions to achieve 25 percent diversion of all solid waste from landfills by January 1, 1995, and 50 percent diversion by January 1, 2000. In preparation for the WOO deadline, jurisdictions dramatically increased the number of diversion programs. Diversion programs include local effort for source reduction, reuse, recycling, and composting. October 15, 2018 March 9, 2020 8-3 City of Santa Ana 60A-318 CITY OF SANTA ANA Green Policy In 2011, Assembly bill 341 (AB 34111 was signed into law requiring jurisdictions to implement commercial recycling programs, and requiring businesses that generate four or more cubic yards of solid waste, and multi -family complexes of 5 or more units to have a recycling program. Generators may comply by enrolling in a program offered by jurisdiction, self -recycling, or onsite reuse. This hill also requires Cal Recycle to establish anew statewide goal of 75 percent recycling, including source reduction, recycling, and composting, by 2020. This recycling paradigm differs from AB 939 in several significant ways. First, AB 341 establishes a statewide policy goal, rather than a jurisdictional mandate. This places the onus for achieving the goal on the state, rather than on the cities and counties that directly regulate waste disposal and recycling. Under the law, jurisdictions are not required to meet the new policy's numerical diversion goals, but jurisdictions are responsible for implementing required programs. In September 2014, Governor Brown signed Assembly Bill 1594, mandating that as of January 1, 2020, the use of green material as alternative dally cover (ABC) will no longe r constitute diversion through recycling and will instead be considered disposal in terms of measuring a jurisdiction's annual per capita disposal rate, thereby requiring that jurisdictions find alternative means of diversion such as composting, or anaerobic digestion of the material. In October 2014 Governor Brown signed Assembly Bill 1826, requiring local jurisdictions across the state to implement an organic waste recycling program to divert organic waste generated by businesses, including multi -family residential dwellings that consist of five or more units (please note, however, that multi -family dwellings are not required to have a food waste diversion program). This law also requires businesses to recycle their organic waste on and after April 1, 2016, depending on the amount of waste they generate per week. This law phases in the mandatory recycling of commercial organics over time, in particular, the minimum threshold of organic waste generation by businesses decreases over time, which means an increasingly greater proportion of the commercial sector will be required to comply. Senate Bill 1383 (SU 1383), was signed in September 2026, and establishes methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants in various sectors of California's economy. As it pertains to jurisdictions and the reduction of materials landfilled, SB 1383 establishes targets to achieve a 50 percent reduction in the level of the statewide disposal of organic waste from the 2014 level by 2020 and a 75 percent reduction by 2025. In order to meet these goals, all organics generators, including residents, will need to divert organics from landfilhoe either through a program offered by a jurisdiction through a franchise agreement, or by self -hauling. The law grants CalRecycle the regulatory authority required to achieve the organic waste disposal reduction targets and establishes an additional target that not less than 20 percent of currently disposed edible food is recovered for human consumption by 2025, SOLID WASTE BEST PRACTICES HIERARCHY The solid waste best practices hierarchy is a tool used in the evaluation of policies, programs, and practices that reduce the amount of waste disposed at landfills., By utilizing the hierarchy, users are able to maximize the benefit from materials, minimize the amount of waste, prevent greenhouse gas emissions, save energy, and conserve resources, The hierarchy indicates an order of preference for action to reduce and manage waste. The four -tier solid waste management hierarchy illustrated below ranks the most preferable ways to address solid October 15, 2018 March 9, 2020 8-4 City of Santa Ana 60A-319 CITY OF SANTA ANA Green Policy waste. Source reduction or waste prevention is the best approach (tier one), followed by reuse of materials (tier2), recycling, including composting, (tier3), and disposal/landfilling (tier4). Reuse Recycling Disposal V Definitions: Source Reduction —Reducingthe need to manufacture new products by purchasing durable, long-lasting goods, examples are reusable grocery bags, coffee mugs, double -sided copying. Reuse - Using an object or material again, eitherfor its original purpose or for a similar purpose, without significantly altering the physical form of the object or material, examples are repurposing empty glass jars for storing food in the panty, donating gently used clothing to charitable organizations, repairing appliances and furniture ratherthan buying new. Recycling - Using waste as material to manufacture a new product. Recycling involves altering the physical form of an object or material and making a new objectfrom the altered material. Disposal -The disposition of solid waste at a landfill. Materials disposed should only be the residue left after all recyclable material (including organics) has been removed and processed, and does not include hazardous waste and other materials banned from landfilling. III. CURRENT CITY OF SANTA ANA PROGRAMS, PRACTICES AND POLICIES The programs, practices, and policies are categorized in accordance with CalRecycle in the areas of source -reduction, reuse, and recycling. City Operations and Facilities Source Reduction: • Environmentally Preferable Purchasing Policy —The City's purchasing policy includes requirements to purchase recycled -content products wherever feasible. • City crews grasscycle at City parks and facilities by leaving clippings on the lawn when mowing. Grass clippings decompose quickly, returning valuable nutrients backto the soil, and reducing irrigation needs. • City's tree crew, tree maintenance contractor and landscaping contractor mulch wood and green waste from City trees and reuse the material in landscaped areas around the City. October 16, 2018 March 9, 2020 8-5 City of Santa Ana 60A-320 CITY OF SANTA ANA Green Policy Reuse: • The City uses rubberized asphalt and slurry made from recycled tires on streets to increase the lifecycle of the roads, reduce noise, and enhance performance. • The City crushes asphalt and concrete during construction projects to he reused onsite. Recycling: • Recycling opportunities are avail able throughout City foci lilies Inc uding smal l recycling containers for offices and large bins for centralized recycling. Items recycled include paper, plastic, glass, and metal beverage containers. • Motor oil and tires from the City fleet are recycled. • Battery recycling is available at City facilities for City operations. • The City uses an electronic's recycler for surplus computers and other electronics, and recycles used printer and copier toner cartridges. • Metal from street signs, pipes, and shopping carts are recycled by City operations.. • The City ensures that all construction and demolition projects divert 65%of material generated as required by the CalGreen Building Code. community Source Reduction • The City offers backyard composting classes for City residents including a composting bin at a discounted price. Recycling: • Reverse vending machines and recycling centers are located throughout the City which allow the community to receive the California redemption value (CRV) for recycling bottles and cans. • The City par merswith CC Recycles to sponsor Ceunty Regions) Fco ChaI Ienge Events. Reuse: • There are nonprofit and for -profit organizations located within the City which offer material reuse opportunities for the community. Reuse organizations include the Assistance League of Santa Ana, Baker's Thrift Store, Thrift Experience, Habitat for Humanity, the Salvation Army, Goodwill, and others. • The City provides information to restaurants and other food generating businesses on Waste Not OC- Waste Not DC works collaboratively with hospitals, food banks, municipalities, the food industry, and the waste hauling industry to reduce hunger and food waste by recovering edible food and distributing to food pantries serving food insecure community members. PUBLIC EDUCATION AND OUTREACH • The City provides source -reduction, reuse, and recycling information on the City's website as part of the Santa Ana Green program. October 15, 2018 March 9, 2020 8-6 City of Santa Ana 60A-321 CITY OF SANTA ANA Green Policy • The Santa Ana Green newsletter is published and mailed to all single-family and multi -family residents quarterly. • The Santa Ana Police Athletic and Activity League sponsors the "Recycle our Way to Disneyland" fundraiser which raises money, in part by recyclables collected at the Police Facility, to send children to Disneyland during the Christmas Holiday - • The City partners with the Discovery Science Center to present "Santa Ana Waste Free Days" which allow Santa Ana residents free admission to the Discovery Science Center with access to the award winning Eco Challenge Exhibit, ORDINANCES AND RESOLUTIONS The following are ordinances and resolutions which have been approved by the City Council: • Ordinance requiring residents receiving curbside solid waste service to place refuse, recyclables and green waste in designated carts. • Ordinance requiring construction and demolition debris to be transported to a materials recovery facliity, and end -user for diversion. • Water efficient landscape ordinance encouraging proper irrigation installation, the use of xeriscaping and the planting of drought tolerant trees and shrubs. • Fats, Oils and Grease ordinance prohibiting disposal of waste cooking oil into drains. • Resolution adopting a policy for procuring recycled content products. • Resolution designating the City of Santa Ana as a Recycling Market Development Zone with the cities of Huntington Reach, Garden Grove, Mission Viejo, Orange, Placentia, and Stanton_ IV. EXISTING PROGRAMS TO BE INCLUDED IN SOLID WASTE AGREEMENT The current programs listed below have historically been provided by the City's solid waste collector, and will continue. • City operations solid waste and recycling collection. • Solid waste and recycling collection at City -sponsored events. • Neighborhood cleanups. • Parkway cleanups after garage sale weekends. • Alley cleanup— to he increased from two times per month to four times per month. • Single-family residents are provided refuse, recycling and green waste service. • Businesses and multi -family complexes are offered recycling service. • Holiday greenery is collected from residential properties and diverted from landfilling. • Sharps Safe Disposal Program. • Door -to -Door universal Waste Collection — Collection of universal waste offered to residents. Universal waste includes fluorescent tubes, light bulbs, batteries, mercury containing devices, televisions and other electronic equipment, and other universal waste asdefined by Cal Recycle. October 16, 2018 March 9, 2020 8-7 City of Santa Ana 60A-322 CITY OF SANTA ANA Green Policy V. ENVIRONMENTAL PROGRAMS REQUIRED BY STATE REGULATIONS TO BE INCLUDED IN SOUD WASTE AGREEMENT • Residential food waste program --SR 1383 requires jurisdictions to offer an organics recycling program, including food waste, to all generators by January 1, 2022. • organics waste collection and recycling from commercial generators that currently meet the thresholds of AB 1825, and in January 1, 2022 from all generators of organics. • Food donation/rescue— Hauler to provide information and/or coordinate with food rescue organizations. • AI3341 compliant commercial and multi -family recyclingwhich may include a source -separated program, and/or processing of mixed commercial/multi-family for customers thatdo not participate in the source -separated recycling program. VI. SUITE OF ADDITIONAL ENVIRONMENTAL PROGRAMS TO BE CONSIDERED IN THE NEW SOLID WASTE AGREEMENT AS FINANCIAL FEASIBLE • Household hazardous waste— Hauler to provide an annual drop-off event. • Medication disposal program — Selected hauler will be required to promote local medication take -back programs. • Document shredding events— Provide one time per year. • Compost give-away events— Provide one time per year. • Multi -family bulky item collection. • Provide solid waste containers for encampment cleanups. • Recycling block party— Recognize a residential neighborhood that consistently puts out their recycling containers Iset out) and has minimal contamination of recyclable materials by hosting a block party. • Environmental ambassador program— Recognize businesses and restaurants that have implemented source -reduction, reuse, recycling, and other environmental programs at City Council meetings and coordinate presentations with Chamber of Commerce and/or other community meetings. VII. ADDITIONAL ENVIRONMENTAL POLICIES FOR CONSIDERATION • Produce an environmental directory €or residents and businesses which lists all Opportunities for reuse, source -reduction, and recycling. • Support extended producer responsibility legislation for toxic and difficult to recycle items. • Support state and national legislation that requires manufacturers to reduce packaging and to incorporate recycled content materials in all packaging. October 15, 2018 March 9, 2020 8-8 City of Santa Ana 60A-323 CURRENT AB 341 AND AB 1826 PUBLIC EDUCATION AND OUTREACH PLAN a. List of Tier 1,11,111 Candidates (AB 1826 =1604 & AB 341=1643) i. Hauler Database 1. Food Waste (Cascadia—CalRecycle Waste Characterization) 2. Green Waste (25% Allocation Estimate) b. Source Reduction Strategy i. WASTENOT OC - O.C. Food Donations Flyer c. Recycling Strategy L Green Waste Strategy— 25% Allocation ii. Food Waste Strategy— Cascadia Percentages based on Waste Characterization iii. Self -haul Reporting Strategy — 3"d Party Documentation d. Develop Compliance Timelines e. Outreach Strategy (AB 1826/AB 341 — combined effort) i. Per Tier, Outreach Compliance Dates —PAST DUE 1. Tier I (November 2015 -April 2016) —102 Commercial Customers Businesses that generate 8 cubic yards of organic waste per week must arrange for organic waste recycling services. 2. Tier II (April 2016 — January 2017) —160 Commercial Customers Businesses that generate 4 cubic yards of organic waste per week must arrange for organic waste recycling services. 3. Tier III (January 2017 —January 2019) —1342 Commercial Customers Businesses that generate 4 cubic yards or more of commercial solid waste per week must arrange for organic waste recycling services. Draft, March 9, 2020 9-1 City of Santa Ana 60A-324 ii. Direct Mailing 1. City Letter —AB 1826 & AB 341 Compliance Message (to be provided by City) 2. WM Letter — Compliance Requirements/Recycling Assistance 3. Double Sided Outreach Flyer (Per Account Holder) a. AB 1826 Organics Recycling Flyer (WM developed) b. AB 341 Mandatory Commercial Outreach Flyer (WM developed) 4. Commercial Self -Reporting Forms iii. Second Mailing — AB 1826/AB341 Non -Compliance Letter/Post Card Reminder ofAB1826/341 Legislation and Available WM "Right -Sizing" Assistance iv. Customer Interaction a. AB 1826 Target — Visit and evaluate compliance at approximately 20 accounts per month (Visits may be combined with AB 341 site visits.) i. Introductory Meeting (explain AB 1826/341 & compliance programs, provide educational materials) b. AB 341 Target — Visit and evaluate compliance at approximately 20 accounts per month (Visits may be combined with AB 1826 site visits.) i. Introductory Meeting (explain AB 1826/341 & compliance programs) ii. AB 341 - Program Training and Setup (train staff, deliver carts/bins, provide educational materials) 2. Marketing/Outreach Materials a. AB 1 826 Organics Recycling Flyer b. AB 341/AB 1826 Multifamily Outreach Flyer March 9, 2020 9-2 City of Santa Ana 60A-325 f. Reporting/Tracking Compliance i. Track New Participants and all customer outreach —AB 1826 & AB 341 March 9, 2020 9-3 City of Santa Ana 60A-326 MAP OF PROPERTY ANNEXED TO THE CITY OF SANTA ANA IN DECEMBER 2019 (1) (1) Container counts included in Attachments 2 and 3 of this RFP do not include containers serviced in the newly annexed area of the City. The City will prepare an addendum to this RFP when this information becomes available. Draft, March 9, 2020 10 - 1 City of Santa Ana 60A-327 UNIVERSAL WASTE COLLECTED IN CALENDAR YEARS 2015 THROUGH 2O18 Draft, March 9, 2020 11 - 1 City of Santa Ana 60A-328 WUM. At Your Door �....,....o..,-. Special Collection"' Home Generated Special Material Collection Report Santa Ana Summary of Material Collected From 1/1/2015 through 12/31/2015 MATERIAL QUANTITY UOM POUNDS %of Total Acid Liquid 3.00 gallons 25.50 0.32% Batteries household 179.00 Pounds 179.00 2.22% Batteries lead acid 210.00 Pounds 210.00 2.61% CD/VCR/DVDltape player 16.00 Each 42.00 0.52% compact fl lamps 81.00 Each 20.25 0.25% Computer -laptop 2.00 Each 48.00 0.60%' Copier -desk 1.00 Each 25.00 0.31% CPU 9.00 Each 185-40 2,30% CRT 4.00 Each 128.00 1.59% FluorescentTubes St. 240.00 Foot 30.00 0.37% General/Misc. 43.00 Each 344.00 4.28% Keyboard 10.00 Each 20.00 0.25% Microwave 1.00 Each 45.00 0.56% Monitor -flat 5.00 Each 50.00 0.62% Mouse 2.00 Each 3.00 0.04% Printer -desktop 10.00 Each 160.00 1.99% Speakers MO Each 30.00 0.37% Stereo 1.00 Each 30.50 0.39% Telephone 2.00 Each 6.00 0.07% TV 20 and under 1.00 Each 29.66 0.37% TV 21-30 13.00 Each 865-02 10.75% TV 31 and up 16.00 Each 1,994,56 24.79% N Console 1.00 Each 184.66 2.30% N Nat -more than 40 2.00 Each 170,00 2.11% TV Projection 14.00 Each 3,220,00 40.02% TOTALS 8,045.55 TOTALSTOPS 59 Notes: This report is created from data gathered at the point of collection. At Your Door Customer Service Technicians record every item collected from every home. Liquid materials are listed in detail reports as gallons. Solid items are listed as pounds, feet or each, DID: smasum_01 5/17/2016 Page 1 of 2 March 9, 2020 11 - 2 City of Santa Ana 60A-329 Home Generated Special Material Collection Report Santa Ana Summary of Material Collected From 1/1/2015 through 12/31/2015 MATERIAL QUANTITY UOM POUNDS %of Total The computer will perform calculations to convert feet, each and gallons to pan rids using industry standard weights. For example, 8.54 per one gallon of used oil. Weights of solids are taken from the containers. For example, a 1011 bag of fertilizer that is half -full would be recorded as 5h. Paint and other liquids are periodically weighted and the average weight is adjusted in the computer. Future adjustments may result in changes to previous reports. Electronic items are periodically weighed. The average weights used are subject to revision. Future adjustments may result in changes to previous reports. Weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. Some acceptable recycling processes can generate residue that is or cannot be recycled for example, contaminants such as trash packed into paint cans. DID: smccsum_01 5/17/2016 Page 2 of 2 March 9, 2020 11 - 3 City of Santa Ana 60A-330 WV . At Your Door Special collecti.w° Home Generated Special Material Collection Report Santa Ana summary of Material Collected From 1/1/2016 through 12/31/2016 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 308.00 Pounds 308.00 1.86% Batteries lead acid 57.00 Pounds 57.00 0.34% CD/VCR/DVD/tape player 4.00 Each 28.00 0.17% Cellphone w/battery 7.00 Each 14.00 0.08% compact fl lamps 168.00 Each 42.00 0.25% Computer -laptop 5.00 Each 144.00 0.87% Copier desk 1.00 Each 25.00 0.15% CPU 14.00 Each 288..40 1.7411. CRT 2.00 Each 64.00 0.39% FluorescentTubes St. 516.00 Foot 64.50 0.39% GeneraVMisc. 59.00 Each 472.00 2.85% Keyboard 11.00 Each 22.00 0.13% Microwave 4.00 Each 180.00 1.09% Monitor -flat 9.00 Each 90.00 0.54% Mouse 2.00 Each 3.00 0.02% Printer -desktop 22.00 Each 352,00 2.12% Scanner 1.00 Each 9-00 0.05% Speakers 5.00 Each 75,00 0.45% Stereo 2.00 Each 61.00 0.37% TV 2O and under 9.00 Each 266.94 1.51% TV 21-30 29.00 Each 1,929.66 11.63% TV 31 and up 32.00 Each 3,989.12 24.05% TV Console 1.00 Each 184.66 1.11% TV Flat -less than 40 7,00 Each 315.00 1.90% TV Flat -more than 40 11,00 Each 935.00 5.64% TV Projection 29.00 Each 6,670.00 40.21% TOTALS 10,589.28 TOTAL5TOPS 130 Notes: This report is created from data gathered at the polnt of collection- At Your Door Customer Service Technicians record every Rem coilected from every home. DID: smcoum_01 6/14/2017 Page 1 of 2 March 9, 2020 11 - 4 City of Santa Ana 60A-331 Home Generated Special Material Collection Report Santa Ana Summary of Material Collected From 1/1/2016 through 12/31/2016 MATERIAL QUANTITY UONf POUNDS %of Total Liquid materials are listed in detail reports as gallons. Solid items are listed as pounds, feet or each. The computer will perform calculations to convert feet, each and gallons to pounds using industry standard weights. For example, 8.5# per one gallon of used oil. Weights of solids are taken from the containers. For example, a 18# bag of fertilizer that is half -full would he recorded as S#. Paint and other liquids are periodically weighted and the average weight is adjusted In the computer. Future adjustments may result in changes to previous reports. Llectranie Items are periodically weighed. The average weights used are subject to revision. Future adjustments may result In changes to previous reports. Weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. Some acceptable recycling processes can generate residue that is or cannot he recycled for example, contaminants such as trash packed into paint cans. olo smccsum_01 6/14/2017 Page 2of2 March 9, 2020 11 - 5 City of Santa Ana 60A-332 yvu� At Your Door w..nn...eao,. Special Calivctiort'" Home Generated Special Material Collection Report Santa Ana Summary of Material Collected From 1/1/2017 through 12/31/2017 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 132,00 Pounds 132,00 1.94% Batteries lead acid 31.00 Pounds 31-00 0.46% CD/VCR/DVO/tape player 2.00 Each 13.72 0.20% Cellphone w/battery 2.00 Each 1.02 0.02% compact ill lamps 111.00 Each 27.15 0.41% Computer -laptop 4,00 Each 25.24 0,37%- Copier-de5k 1-00 Each 21.30 091% CPU 3.00 Each 71.82 1.06% CST 5,00 Each 159.00 2.34% FluorescentTubes St. - 180.00 Foot 22,50 0.33% General/Miser 27,00 Each 216.00 3.18% Keyboard 4.00 Each 6.92 D.10% Microwave 11.00 Each 417.78 6.15% Monitor -flat 2.00 Each 24.12 0.36% Mouse 1.00 Each .35 0.01% Printer -desktop 11.00 Each 156.64 2,31% Speakers 2.00 Each 19.00 0,28% Telephone 9.00 Each 10.35 0.15% TV 20 and under 4.00 Each 134.48 1.981t. TV 21-30 15,00 Each 954.45 14.05% TV 31 and up 14.00 Each 1,849.96 27.24% TV Console 3.00 Each 510.45 7.52% TV Flat -less than 40 1.00 Each 20.95 0.31% TV Flat -mare than 40 7.00 Each 378.77 5.58% TV Projection 11.00 Each 1,585.32 23.34% TOTALS 6,790.89 TOTALSTOPS 75 Notes: This report is created from data gathered at the point of collection. At Your Door Customer Service Technicians record every Item collected from every home. - Liquid materials are listed in detail reports as 8allan5, - Saild Items are listed as pounds, feet or each. DID : smccsum_01 5/16/2018 page 1 of 2 March 9, 2020 11 - 6 City of Santa Ana 60A-333 Home Generated Special Material Collection Report Santa Ana Summary of Material Collected From 1/1/2017 through 12/31/2017 MATERIAL QUANTITY UOM POUNDS %of Total - The computer will perform calculations to convert feet, each and gallons to pounds using Industrystandard weights. For example,8.5# per one gallon of used oil. Weights of solids are taken from the containers. For example, a lOg bag of fertilizer that is half -full would be recorded as Sg Paint and other liquids are periodically weighted and the average weight is adjusted In the computer. Future adjustments may result in changes to previous reports. Flectroair items are periodically weighed. The average weights used are subject to revision. Future adjustments may result In changes to previous reports. Weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. some acceptable recycling processes can generate residue that Is or cannot be recycled for example, contaminants such as trash packed into paint cans. DID: smccsum_01 5/16/2018 Page 2 of 2 March 9, 2020 11 - 7 City of Santa Ana 60A-334 WVI. At Your Door Spxlel Callxuen Material by Category Summary Santa Ana CA From 1/1/2018 through 17/31/7018 MATERIAL QUANTITY UOM POUNDS %of Total Electronics CD/VCR/DVD/tape player 10 Each Computer laptop 6 Each Copier -desk 1 Each CPU 6 Each CRT 2 Each General/Mist. 38 Each Keyboard 1 Each Monitor -Hat 6 Each Printer -desktop 11 Each Stereo 1 Each TV 20 and under 2 Each TV 21-30 11 Each TV 31 and up 40 Each TV Flat -less than 40 5 Each TV Flat -more than 40 7 Each TV Projection 24 Each Total: 10,896.75 98.64% Universal Total : 150.38 1.36% Batteries household 218 Pounds 118.00 1.07% compactfl lamps 64 Each 16.00 0.14% FiuorescentTubes St. 231 Foot 16.38 0.15% Total Pounds Collected 11,047.13 Total Pounds Sent For Recycling 10,476.59 94.84% Total Stops 83 Notes: This report is created from data gathered at the poiot of collection. Liquid materials are listed as gallons. Solid items arelisted as pounds, feet oreach. Usingstandard guidelines, items collected by length, Item count, and liqu,dgallons have been converted Into a measurement of pounds. For example, 8.5lbs. per one gallon of used oll. Weights of solids are taken from the containers. For example, a 10 €b, bag of fertilizer that Is half -full would be estimated to be S lbs. Paint and other liquids are periodically weighed and the average weight is adjusted in thesystem. Electronic items are periodically weighed. The average we+ghts used are subject to revision. Weights are not related to nor do they include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. Some acceptable recycling processes can generate residue that is or cannot he recycled for example, contaminants such as trash packed Into paint cans. March 9, 2020 11-8 City of Santa Ana 60A-335 POUNDS OF BATTERIES COLLECTED IN CALENDAR YEARS 2015 THROUGH 2O18 Draft, March 9, 2020 12 - 1 City of Santa Ana 60A-336 ►/� At Your Door ..,�.,....—.. special collection" Home Generated Special Material Collection Report x Santa Ana Summary of Material Collected From 1/1/2015 through 12/31/2015 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 771.00 Pounds 771,00 100.00% TOTALS 771.00 TOTALSTOPS 4 Motes: This report is created from data gathered at the point of collection. At Your Door Customer Service Technicians record every item collected from every home. Liquid materials are listed in detail reports as gallons. solid items are listed as pounds, feet or each. The computer will perform calculations to convert feet, each and gallons to pounds using Industry standard weights. For example, 8.54 per one gallon of used oil. Weights of solids are taken from the containers. For example,a to#bag of fertilizer that is half -full would be recorded as 50. Paint and other liquids are periodically weighted and the average weight is adjusted in the computer. Future adjustments may result in changes to previous reports. Electronic Items are periodically weighed. The average weights used are subject to revision. Future adjustments may result in changes to previous reports.. Weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. Some acceptable recycling processes can generate residue that is or cannot be recycled for example, contaminants such as trash packed into paint carts. DID: smccsum_01 5/17/2016 Page 1 of 1 March 9, 2020 12 - 2 City of Santa Ana 60A-337 VUM. At Your Door Special Gnllection'" Home Generated Special Material Collection Report x Santa Ana Summary of Material Collected From 1/1/2016 through 12/31/2016 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 91S.00 Pounds 915.00 100.00% TOTALS 915.00 TOTALSTOPS 6 Notes: This report as created from data gathered at the point of collection. At Your Door Customer Service Technicians record every, item collected from every home. Liquid materials are listed in detail reports as gallons. Solid Items are listed as pounds, feet or each. - The computer will perform calculations to convert feet, each and gallons to pounds using Industry standard weights. For example, 8511 per one gallon of used oil. Weights of solids are taken from the containers. For example, a ice bag of fertilizer that is halffullwould he recorded as 511. Paint and other liquids are periodically weighted and the average weight is adjusted in the computer. Future adjustments may result in changes to previous reports. Electronic items are periodically weighed. The average weights used are subject to revision. Future adjustments may result in changes to previous reports. Weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to landfill. Some acceptable recycling processes can generate residue that is or cannot be recycled for example, contaminants such as trash Packed into paint cans. DID; smccsum 01 6/14/2017 Page 1 of 1 March 9, 2020 12 - 3 City of Santa Ana 60A-338 rj At Your Door special collection" Home Generated Special Material Collection Report x Santa Ana Summary of Material Collected From 1/1/2017 through 12/31/2017 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 438.00 Pounds 438.00 101 TOTALS 438.00 TOTALSTOPS 2 Notes: This report is created from data gathered at the point of collection. At Your Door Customer Service Technicians record every item collected from every home. Liquid materials are listed in detail reports as gallons. solid Items are listed as pounds, feet or each, The computer will perform calculations to convert feet, each and gallons to pounds using industry standard weights- For example, 8.5# per one gallon of used oil. weights of solids are taken from the containers. For example, a to# bag of fertilizer that is haltfullwould be recorded as 59. Paint and other liquids are periodically weighted and the average weight is adjusted in the computer. Future adjustments may result in changes to previous reports. Electronic items are periodically weighed. The average weights used are subject to revision. Future adjustments Tay result in changes to previous reports. weights do not include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total Pounds collected are materials that are not recycled. These materials may be incinerated, neutralized or sent to a landfill. Some acceptable recycling processes can generate residue that is or cannot be recycled for example, contaminants such as trash packed into paint cans. DID : smccsum_01 5/16/2019 Page 1 of 1 March 9, 2020 12 - 4 City of Santa Ana 60A-339 At Your Door w.s er...omre Special collection - Home Generated Special Material Collection Report x Santa Ana Summary of Material Collected From 1/1/2018 through 12/31/2018 MATERIAL QUANTITY UOM POUNDS %of Total Batteries household 1,361.00 Pounds 1,361.00 100.00% TOTALS 1,361.00 TOTALSTOPS 22 Notes. This report is created from data gathered at the point of collection. Liquid materials are listed as gallons. Solid items are listed as pounds, feet or each. Using standard guidelines, items collected by length, item count, and liquid gallons have been converted into a measurement of pounds. For example, 8.51 as. per one gallon of used oil. Weights of solids are taken from the containers. For example, a 10 Ib. bag of fertiliserth at is half -full would be estimated to be 51Its. Paint and other liquids are periodically weighed and the average weight is adjusted in the system. Electronic items are periodically weighed. The average weights used are subject to revision. Weights are not related to nor do they include the weight of outbound shipping containers. The difference between total pounds shipped for recycling and total pounds collected are materials that are not recycled. These materials maybe incinerated, neutralized or sent to a landfill. Some acceptable meyding processes can generate residue that is or cannot be recycled for example, contaminants such as trash packed into paint cans. 3/25/2019 Page 1 of 1 March 9, 2020 12 - 5 City of Santa Ana 60A-340 Exhibit 2 City of Santa Ana Solid Waste Services Implementation Timeline �. March 2020 Present RFP Package to Council for Approval, Finalize and Release RFP July 2020 Proposals Due (4-month proposal preparation period) Aug. 2020—Jan. 2021 Evaluate Proposals and Interview Proposers February 2021 March to June 2021 July 2021 Summer 2021 Summer 2021 July 1, 2022 Council Selects Contractor(s) for Negotiation Negotiate and Prepare Final Agreement Award by City Council Proposition 218 Noticing (45 days in advance of hearing) Proposition 218 Hearing Commence New Services 60A-341 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTES GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT FOR COLLECTION AND HANDLING OF SOLID WASTES GENERATED, PRODUCED AND/OR ACCUMULATED IN THE CITY OF SANTA ANA ("Second Amendment') is made and entered into this 17th day of March, 2020 by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("CITY") and Waste Management Collection and Recycling, Inc., a California corporation dba Waste Management of Orange County ("CONTRACTOR"). RECITALS A. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, Division 30 of the California Public Resources Code, commencing with Section 40000 ("CIWMA"), declares that it is within the public interest to authorize and require local agencies to make adequate provisions for Solid Waste handling within their jurisdictions. B. In the opinion of the City Council of the City of Santa Ana, the public health, safety and well-being require that the collection, transportation, and recycling, diversion by means of composting, mulching and/or transforming, and disposal of Solid Waste, including, but not limited to, the frequency and means of such collection, transportation and recycling, yard waste diversion or disposal, and the charges and fees therefore, be provided by contract to a qualified contractor. C. On June 30, 1993, CITY and CONTRACTOR entered into an agreement for such Solid Waste collection and handling. D. Since the execution thereof, CITY and CONTRACTOR jointly concurred that it would be in the best interest of the CITY and the residents therein that the Original Agreement be revised to provide for Solid Waste collection, recycling and disposal of Curbside Service Units by means of automated Solid Waste collection vehicles and Solid Waste collection and recycling plastic carts. E. On June 1, 1996, CITY entered into an agreement entitled "Amended and Restated Agreement for Collection and Handling of Solid Waste Generated and/or Accumulated in the City of Santa Ana" with Great Western Reclamation, a division of CONTRACTOR, to effectuate the new curbside service collection program. F. On June 19, 1997, CITY entered into an Agreement entitled "Second Amended and Restated Agreement for the Collection and Handling of Solid Waste Generated and/or Accumulated in the City of Santa Ana" with Great Western Reclamation, a division of CONTRACTOR, to clarify the responsibilities associated with the collection, handling, and processing of solid waste collected by CONTRACTOR. Page 1 of 4 60A-342 G. On April 3, 2005, CITY entered into an Agreement entitled "Third Amended and Restated Agreement for the Collection and Handling of Solid Waste Generated and/or Accumulated in the City of Santa Ana" with USA Waste of California, Inc., a division of CONTRACTOR, in order to, among other things: (i) extend the term of the Agreement to June 30, 2018, (ii) incorporate new programs to increase recycling and reduce illegal disposal of used oil, as well as to reduce illegal dumping and litter throughout the CITY and (iii) include measures to ensure continued compliance with the 50% diversion requirements as imposed by the State of California. H. On June 20, 2017, CITY entered into a Fourth Amended and Restated Agreement with USA Waste of California, Inc., a division of CONTRACTOR, to incorporate the provisions of previous amendments and to clarify, update and realign other provisions of the Agreement, No. A-2006-071-01 ("Fourth Amended Agreement") L Effective December 5, 2017, the Parties entered into an extension of the Fourth Amended Agreement, No. A-2017-342, and added certain other provisions, including new programs to increase recycling throughout the CITY, measures to ensure continued compliance with state diversion requirements, and clarification of CONTRACTOR's correct legal name. The term of the Fourth Amended Agreement was extended through June 30, 2020 with provision for extension through June 30, 2021 by mutual agreement of the Parties. J. On December 18, 2018, the Parties entered into an Amendment to the Fourth Amended Agreement, No. A-2017-342-01, to provide reduced rate commercial organic waste recycling services. K. On June 4, 2019, the Parties mutually agreed to extend the term of the Fourth Amended Agreement through June 30, 2021, L. The Fourth Amended Agreement remains in effect, and the Parties now wish to further extend the term of the Fourth Amended Agreement and include certain other provisions in accordance with Assembly Bill 1594. The Parties therefore agree: 1. EFFECTIVENESS OF SECOND AMENDMENT CONTINGENT: This Second Amendment shall become effective only upon (1) the absence of a majority protest following the completion of the procedures set forth in Article XIII D, Section 6 of the California Constitution and (2) subsequent approval by resolution of the City Council of the City of Santa Ana of the rate increases described in Section 3 below. 2. 'TERM OF CONTRACT: The term of the Fourth Amended Agreement shall be extended from June 30, 2021 through June 30, 2022 should the Second Amendment become effective as set forth in Section 1. 3. GREEN WASTE MATERIAL DISPOSAL FEE: Assembly Bill 1594 mandates that as of January 1, 2020, the use of green waste material as alternative daily cover no longer constitutes diversion through recycling and will instead be considered disposal in terms of measuring a jurisdiction's annual per capita disposal rate. As a result, CITY has determined it Page 2 of 4 60A-343 must make alternative final disposition of the CITY's green waste through composting. Therefore, the CITY will experience an increase in CITY's per ton green waste collection, processing and disposal cost, which necessitates an increase to the service fee on residential units for green waste material collection, processing and disposition by CONTRACTOR. a. Effective July 1, 2020, there shall be an increase of $1.90 to the monthly service fee per each residential unit for green waste materials collection, processing and disposal. Effective July 1, 2021, the monthly service fee shall increase by an additional $1.50 per each residential unit for green waste materials collection, processing and disposal. b. Final disposition of the green waste will occur at the Tierra Verde Industries composting facility, located in the City of Irvine. CONTRACTOR warrants that the proposed service fee increases are necessary to compensate CONTRACTOR for the actual cost paid by CONTRACTOR to Tierra Verde upon delivery of green waste materials to Tierra Verde. CONTRACTOR shall notify CITY in writing within 30 days if a lower cost option becomes available for green waste materials collection, processing and disposal at another facility in Orange County or if a lower cost is provided to another jurisdiction served by CONTRACTOR in Orange County with similar or higher green waste material contamination levels, in order to initiate a cost reduction to the CITY'S ratepayers. If so desired, CITY will have the ability to choose a lower cost composting facility for the disposal of green waste in Orange County, and the rate paid by the ratepayer will be reduced accordingly provided that the CITY's chosen composting facility is properly licensed and permitted under and in compliance with applicable laws and regulations to receive, process and dispose of green waste material and provided further that CONTRACTOR's collection, transportation, transfer, processing and disposal costs do not increase as a result of CITY's selection. 4. ALL PRIOR AGREEMENTS REMAIN IN FORCE:, Except as modified by this Second Amendment, and all prior amendments and extensions, all terms and conditions of the Fourth Amended Agreement, as extended, remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Fourth Amended Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: J16HN M. FUNK Assistant City Attorney Page 3 of 4 KRISTINE RIDGE City Manager CONTRACTOR Name: o; ttle: ice President 60A-344 FOR APPROVAL NABIL SABA Acting Executive Director Public Works Agency Page 4 of 4 60A-345