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HomeMy WebLinkAbout08.B- City Attorney RESOLUTION (I D#2236) DOC ID: 2236 A CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract From: Christine Brigman M/CC Meeting Date: 01/22/2013 Prepared by: Richard D. Luczak, (909) 384- 5355 Dept: City Attorney Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of a Professional Services Agreement with Republic Waste Services of Southern California, LLC, Dba Inland Regional Material Recovery Facility, for Waste Handling, Pursuant to San Bernardino Municipal Code Section 3.04.010(B)(3) and Ratifying Any Actions Taken in Relation to Said Agreement Prior to the Adoption of This Resolution. Financial Impact: The services for waste hauling is paid and accounted for in Fund 527- Integrated Waste Enterprise Fund. Motion: Adopt the Resolution. Synopsis of Previous Council Action: COctober 17,2011 -Burrtec Resolution and Agreement July 18, 2012-Discussion of County Waste Delivery Agreement(WDA) and Possible Solutions for Waste,Recyclables and Green Waste Processing in Anticipation of the Expiration of the County WDA on December 31, 2012. Recommend Approval of Sealed Bids for Solid Waste Processing to Council on August 6,2012. August 6, 2012 -Tabled- Solicitation of Sealed Bids for Solid Waste Material Processing, Green Waste, Commingled Recycling and Construction and Demolition Debris October 1,2012 - Continued-Discussion and Possible Action Re: Request for Proposals for Franchising of All Components of the City's Solid Waste Services October 15, 2012 - Tabled-Discussion and Possible Action Re: Request for Proposals for Franchising of All Components of the City's Solid Waste Services(Continued from October 1, 2012 Meeting) October 15, 2012 - Authorize Staff to Extend and Expand Upon Existing Recycling Agreements with Local Vendors on a Month-to-Month Basis and Authorize the City Manager to Give Notice to the County of San Bernardino of the City's Intention Not to Extend the Waste Delivery Agreement(WDA). November 19, 2012 - Approval of a Month-to-Month Extension to Existing Agreements with Burrtec and Republic and Direct Staff to Further Negotiate with Vendors for Five and Ten Year Pricing. Updated: 1/16/2013 by Richard D. Luczak A 2236 December 3,2012 -Approval of a Five-Year agreement with one Five-year Extension with Burrtec and Republic Backeround• The City's ability to take refuse and other materials to County landfills ceased when the Waste Disposal Agreement("WDA") expired on December 16, 2012. The City must make arrangements to properly dispose of the waste not only for health and safety reasons but also to comply with the law. Council directed staff to negotiate with Burrtec and Republic to allow those companies to accept and process the City's municipal waste. On December 3,2012, Council approved the concept of a five-year agreement,with one five- year extension option with Burrtec and Republic for processing of waste,recyclables and green waste. The parties negotiated the agreements, and while Burrtec and Republic would not agree to a 30 day termination clause or a 12 month termination clause because their pricing structures are based on a 5 year agreement,they did agree to a "New Technology"provision that allows the City to avail itself of new technologies that arise during the pendency of the contract. The agreements lead to a cost savings over current costs associated with the County's WDA of approximately$166,400 per year in tonnage alone. Additional costs savings related to mileage and wear and tear on the City's vehicles approach a savings of close to a million dollars annually. City Attorney Review: Sunaortin¢Documents: Reso for Republic PSA (PDF) Ex. 1-Republic Combined PSA (PDF) 2006-439 (Republic Organics Agreement) (PDF) 2011-284 (Republic Recycling Agreement) (PDF) Republic Response Letter (PDF) O Updated: 1/16/2013 by Richard D.Luczak A Packet Pg. 264 I RESOLUTION NO. 2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICE AGREEMENT FOR MUNICIPAL WASTE HAULING TO REPUBLIC 4 WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC, D.B.A. INLAND ci REGIONAL MATERIAL RECOVERY FACILITY, PURSUANT TO SAN o 5 BERNARDINO MUNICIPAL CODE SECTION 3.04.010(B)(3) AND RATIFYING ANY o 6 ACTIONS TAKEN IN RELATION TO SAID AGREEMENT PRIOR TO THE ADOPTION OF THIS RESOLUTION. 7 WHEREAS, the Mayor and Common Council of the City of San Bernardino have s 3 determined that there is a need to dispose of municipal waste, green waste and recycling; and 9 t WHEREAS, Republic Waste Services of Southern California, LLC, dba Inland 3 10 Q Regional Material Recovery Facility has the requisite'knowledge', training'aridiexperients`e-t)i a I1 ,.r ,.• .,: ti ate, 12 accept, properly dispose of, of otherwise process the City's inunicipa]twaste greenwaste'arld o 13 recycling; and ,`• 14 WHEREAS, the City desires to enter into an agreement to process the City's municipal S 15 waste, green waste and recycling pursuant to San Bernardino Municipal Code section wo 16 3.04.0100(3)• N N 17 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON; a 18 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 19 C SECTION 1. The City Manager is hereby authorized and directed, pursuant to .Section; 20 `o 3.04.010(9)(3) of the San Bernardino Municipal Code, to execute an agreement with Republic 21 0 Waste Services of Southern California, LLC, dba Inland Regional Material Recovery Facility, 22 E attached as Exhibit "1" hereto and incorporated as though fully set forth herein. Any actions R 23 Q 24 taken in relation to said agreement prior to adoption of this resolution are hereby ratified. 25 SECTION 2. The authorization to execute the above-mentioned agreement is rescinded if the parties to the agreement fail to sign it within ninety (90) days of the passage of this resolution. I A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL 2 SERVICE AGREEMENT FOR MUNICIPAL WASTE HAULING TO REPUBLIC 3 WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC, D.B.A. INLAND REGIONAL MATERIAL RECOVERY FACILITY, PURSUANT TO SAN 4 BERNARDINO MUNICIPAL CODE SECTION 3.04.010(B)(3) AND RATIFYING ANY v 5 ACTIONS TAKEN IN RELATION TO SAID AGREEMENT PRIOR TO THE (n ADOPTION OF THIS RESOLUTION. o N 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting thereof, held on the g a CL C day of 2013,by the following vote,to wit: 9 t 10 Council Members: AYES NAYS ABSTAIN ABSENT 3 a MARQUEZ w 11 CL c 12 JENKINS " O o aL. VALDIV)! 13 A r ¢ 0 14 SHORETT 0 N 15 KELLEY' �o 16 JOHNSON N 17 MC CAMMACK En a 18 a 19 m Georgeann Hanna, City Clerk 20 The foregoing resolution is hereby approved this day of 2013. m 21 0 c 22 £ E Patrick J. Moms, Mayor 23 City of San Bernardino C 24 Approved as to Form: JAMES F. PENMAN, 25 City Attorney By: PacketPg.266 8.B.b PROFESSIONAL SERVICES AGREEMENT FOR THE PROCESSING OF ORGANIC MATERIALS, RECYCLING MATERIALS R AND MUNICIPAL NON-RECYCLABLE SOLID WASTE BETWEEN THE o CITY OF SAN BERNARDINO AND REPUBLIC WASTE SERVICES OF o SOUTHERN CALIFORNIA, LLC. U d THIS AGREEMENT is effective as of January 1, 2013 (the "Effective Date"), by and between the CITY OF SAN BERNARDINO, a municipal corporation ("City"), a and Republic Waste Services of Southern California, LLC, a limited liability company, d.b.a. Inland Regional Material Recovery Facility("IRMRF" or "Contractor"). r 3 a WITNESSETH: WHEREAS, The Legislature of the State of California, by enactment of o the California Integrated Waste Management Act of 1989 ("AB 939"), incorporated a into the California Public Resources Code as Section 40000 et seq., has declared that o it is in the public interest to authorize and require local agencies to make adequate provision for the disposal of Solid Waste within their jurisdictions; and, WHEREAS, City and Contractor are mindful of the provisions of the laws governing the safe collection, transport, recycling, and disposal of Solid FL Waste, including AB 939 (as amended), the Resource Conservation and a U) 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 o into this Agreement. City is not thereby becoming an "arranger" or a "generator" v as those terms are used in CERCLA, and that it is Contractor, not City, who is "arranging for" the disposal, composting, and recycling of Recyclable Material which may contain hazardous substances; and further to confirm that Contractor has agreed to indemnify the City in connection with any claims relating to the w inadvertent disposal of hazardous materials that may occur in connection with Contractor's performance under this Agreement. E s U WHEREAS, City and Contractor understand and agree that it is Contractor, a and not City, who will take title to the Recyclable Materials, that City has not and, r by this Agreement does not, instruct Contractor on its methods of performing the duties under this Agreement. Any title in and to such Recyclable Materials that 1 PacketPg. 267 otherwise might exist in or with City in the absence of this Agreement is hereby transferred to Contractor. WHEREAS, Contractor has agreed, as part of this Agreement, to provide such services as are necessary to ensure City complies with the requirements of v Public Resources Code Section 40000, et seq. 0 0 WHEREAS, City proposes to have Contractor perform the services described in this agreement; and, 2 WHEREAS, Contractor represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein s contemplated; and, 3 a WHEREAS, City and Contractor desire to contract for specific services in connection with the Diversion of Organic Materials, the Recycling of Recyclable N Materials and the disposal of Municipal Non-Recyclable Solid Waste, and desire to z set forth their rights, duties and liabilities in connection with the services to be a performed; and, 0 WHEREAS, no official or employee of the City has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. M N N NOW, THEREFORE, for and in consideration of the mutual covenants N and conditions contained herein, the parties hereby agree as follows: 1.0 Recitals. M E 0 U The Parties acknowledge the above recitals are true and correct and incorporate them herein as if they were fully restated. CL 2.0 Definitions. x w Whenever any term used in this Agreement has been defined by Division 30, Part 1, Chapter 2 of the California Public Resources Code, or Chapter 8.24 of the s City of San Bernardino Municipal Code, the definition of such term set forth therein shall apply unless the term is otherwise defined in this Agreement. The a terms defined herein shall have the meaning set forth in this Agreement. 4.�. Otherwise, the terms herein shall have their ordinary meaning. z Packet Pg.268 V 2.1 AB 939. "AB 939" shall mean the California Integrated Waste Management Act of 1989, currently codified as California Public Resources Code Section 40000 et seq. as it may be amended from time to time. U 2.2 Beneficial Reuse. "Beneficial Reuse" shall mean the Diversion of Organic y w Material from landfilling through the beneficial reuse of such materials, which qualifies as Diversion credit under the statutes and regulations applicable to the California Department of Resources Recycling and Recovery (CalRecycle). U 2.3 City. "City" means the City of San Bernardino, a municipal corporation n. 2.4 Contractor. "Contractor" shall mean Republic Waste Services of Southern California, LLC, d.b.a. Inland Regional Material Recovery Facility the entity a entering this Agreement with the City, or any party permitted a pursuant to the terms hereof to become the successor or assignee thereof. N O 2.5 Diversion. 'Diversion"means landfill diversion in compliance with AB 939. a 26 Hazardous Waste. "Hazardous Waste" means (i) all waste defined or characterized as hazardous waste by the federal Solid Waste Disposal Act (42 y U.S.C. § 3251 et seq.), as amended, including the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.) and all future amendments thereto, or regulations promulgated thereunder and (ii) all waste defined or N characterized as hazardous waste by the principal agencies of the State of California(including without limitation the Department of Health Services and the California Waste Management Board)having jurisdiction over hazardous waste generated by facilities within such state, provided that the term "Hazardous Waste": 0 2 A. Is intended to mean and include those substances that are not Q normally expected to be disposed of by generally accepted sanitary landfill disposal methods; x w B. Shall include radioactive wastes; and E C. Shall be construed to have the broader, more encompassing w definition where there exists a conflict in the definitions employed by a two or more governmental agencies having concurrent or overlapping jurisdiction over hazardous waste. 3 PacketPg. 269 8.B.b 27 Municipal Code. "Municipal Code" shall mean the "San Bernardino Municipal Code" of the City of San Bernardino. 2.8 "Organic Material" or "Organics" shall mean all City collected yard waste, including leaves, grass, and trimmings, which is capable of being diverted through Beneficial Reuse or other means. N U 29 Recycling. "Recycling" means the process of collecting and turning used products, including, but not limited to, newspapers, cans, corrugated cardboard and bottles, into new products by reprocessing or remanufacturing them. a 210 Recyclable Material. "Recyclable Material" or "Recyclables" shall mean all w Solid Waste, garbage, trash, refuse, construction and demolition debris, and any a other Solid Waste which is capable of being recycled. a 3.0. Services Provided by Contractor, Organics, Recycling and Waste o Commitment. L a 3.1 Scope of Recycling Processing Services. ° S 0 N City will deliver to Contractor, or will cause its franchised haulers to deliver to W Contractor, approximately one half(+/- 5%) of all Recyclable Materials generated in the City each month(or portion thereof) during the Term of this Agreement, LNL which is collected by City or its franchised haulers. N a v Contractor shall collect City's Recyclable Material at designated locations acceptable to the City, transport the material for processing at an approved E recycling facility, and dispose of non-recyclable residue at an approved disposal site 0 selected by the Contractor. C CL Contractor will accept materials for recycling from the City's recycling Program serving single-family residences and commercial accounts. I' Contractor will provide a facility at the location specified below for Off-loading City recycling trucks. The facility will be available to begin accepting materials by January 1, 2013. The designated facility is: a 4 PacketPg.270 8.B.b Republic Waste Services of Southern California, LLC, d.b.a. IRMRF 2059 E. Steel Road Colton, CA 92324 U Unloading Time/Truck Turn-around Time—Each City recycling truck Un entering the Contractor's facility shall have a maximum of 15 minutes turnaround time from the time the truck arrives at the facility until the time the truck exits the facility. The 15-minute turnaround time shall apply under all circumstances. cn U The Contractor shall either provide separate scales, ingress and egress from their a CL facility or otherwise accommodate City vehicles to avoid queuing City vehicles behind self-haul trucks. 3 Contractor shall provide a means to avoid "stacking" of recycling trucks on public a streets as they enter their facility(s). Contractor shall provide City trucks preference over the general public to facilitate off-loading efficiencies and turn- around time. z a Accounting System—Contractor shall design an accounting system for all o Recyclable Materials delivered by City trucks. The accounting system must o be developed by the Contractor and approved by the City prior to program start-up. Commingled materials on City trucks shall be accounted for based on factors derived from periodic sampling, separate processing, or by other means N as agreed to by the City, to establish factors for the percent of each material. a U) a The Contractor shall comply with all Federal, State and local regulations that apply to recyclable materials delivered to them by City recycling trucks under the terms of this agreement. o 0 U Unmarketable Materials — In no case shall the Contractor take any City CL delivered Recyclable Materials to a disposal facility unless permission in writing is provided by the City on a load-by-load basis. If the Contractor can demonstrate that a material is not marketable, such permission shall not be unreasonably W withheld. This provision does not apply to residue that is incidental to processing Recyclables. s U f0 Contractor will provide for alternative off-loading methods in the event of a reasonable down —time due to repair and maintenance of equipment. Contractor shall maintain adequate space to stockpile Recyclable Materials during such 5 Packet Pg. 271 B.B.b reasonable down time for acceptance of material without a break in service. "Reasonable down time" shall be defined as less than one day each operating month. Contractor shall be responsible for disposal of residue from the processing of City Recyclables at no charge to City. 0, 0 0 Contractor's facilities shall be open to receive materials from City trucks Monday through Saturday, year round. Facilities shall be open to receive City materials from 6:30 a.m. to 5:00 p.m. CL U a Contractor shall provide an area for tipping of City vehicles separate from the general public. Contractor shall provide spotting of City trucks in areas at their s facility with tight maneuverability. 3 a Contractor shall allow the City's representatives to inspect their facilities during normal business hours to assure compliance with the service agreement. 0 E_ With the exception of what is recognized by the recycling industry as a' "residue" or "contaminants", Contractor agrees to divert all materials from 0 landfill delivered to them by City recycling trucks. 0 N Contractor shall provide use of a phone to City employees in the event a City driver needs to contact their supervisor regarding City business. N N Contractor shall provide paved surfaces for all areas where City trucks will < operate at their facility. All ingress and egress from the Contractor's facility shall be paved. E E Contractor shall make reasonable accommodations to provide tours of their facilities to the public upon request by the City's representative. a 3 CL The City will not furnish facilities or equipment for this Agreement. 3.2 Disposal of City Municipal Non-Recyclable Solid Waste w � C N E City will deliver to Contractor, or will cause its franchised haulers to deliver to Contractor, approximately one half(+/- 5%) of all Municipal Non-Recyclable a Solid Waste generated in the City each month (or portion thereof) during the Term of this Agreement, which is collected by City or its franchised haulers and which requires disposal in a landfill, including, but not limited to non-Recyclable Solid 6 Packet Pg. 272 8.B.b Waste ("Refuse"). 3.3 Scope of Services for Organics Diversion. O w City will deliver to Contractor, or will cause its franchised haulers to deliver to Contractor, approximately one half(+/- 5%) of all Organic Materials generated in the City each month (or portion thereof) during the Term of this Agreement, which cn is collected by City or its franchised haulers. Contractor shall provide the service of processing Organic Materials. a 3.4 Price per Ton for Solid Waste Disposal. 3 a The City shall pay Contractor the following initial per ton rate for Refuse delivered a by City or its franchised hauler to Contractor for transportation, and disposal. This N rate includes all governmental fees, taxes, surcharges, and assessments as of the o Effective Date that are currently applicable to these materials to be disposed of by a Contractor under this Agreement: Refuse $37.75 per ton o 3.5 Price per Ton for Organics Processing N N The City shall pay Contractor the following initial per ton rate for Organic EL Materials delivered by City or its franchised hauler to Contractor for transportation, Diversion and residual disposal. This rate includes all governmental fees, taxes, surcharges, and assessments as of the Effective Date that are currently E applicable to these Organic Materials processed by Contractor under this U Agreement: a C Q d Organic Materials $37.22 per ton X x 3.6 Price Adjustments. v E Beginning January 1, 2014 and each anniversary thereafter, the respective rates per Ton charged to City for Refuse and Organic Materials delivered to Contractor a pursuant to this Agreement shall be increased based on changes in the Consumer Price Index for all Urban Consumers for the Los Angeles —Riverside — Orange County Area, as published by the US. Bureau of Labor Statistics, for the prior J 7 PacketPg.273 1 1� twelve month period beginning September I and ending August 30. The Contractor will give the City thirty days advance written notice before any such CPI increase will take effect. Beginning January 1, 2014 and each anniversary thereafter throughout the term of o this Agreement, the rates per Ton, shall be further adjusted, if necessary, to account w for any change in the Average Fuel Price for diesel fuel during the preceding twelve month period beginning September 1 and ending August 30, that is in excess of the adjustment as applied to fuel costs resulting from the CPI adjustment made pursuant to this Section above. The initial Base Fuel Rate will be $4.00 per gallon. Once adjusted, the Average Fuel Price for the adjustment year shall Q become the Fuel Peg for purposes of measuring changes in the next succeeding year. The term "Average Fuel Price" as used herein shall mean the average diesel 3 fuel cost for California as published by the U.S. Department of Energy. a 0. a Contractor may also increase the Gate Rates at any time, to pass through any new or increased governmental fees, taxes, surcharges, or assessments applicable to 0 Solid Waste processed or disposed of by Contractor under this Agreement. Contractor shall give the City thirty days advance written notice of any increase in City's Gate Rates based on any new or increased governmental fees, taxes, surcharges, or assessments. N 3.7 Volume Commitments and Capacity Guaranty for Organics Recvclables and Solid Waste. N a At the end of each calendar quarter(or portion thereof if this Agreement becomes effective or terminates midway through a calendar quarter), the City's compliance with its waste delivery obligations shall be assessed. In the event of E any shortfall in the City's waste deliveries in any waste category (i.e., Non- recyclable Solid Waste, Organics or Recyclable materials) to Contractor greater than 5% compared to the City's waste delivery commitment, the City will deliver CL the shortfall tonnage for that waste category to Contractor by the end of the following calendar quarter (or portion thereof if this Agreement is terminated W earlier) in addition to City's waste delivery obligations for each month of the following calendar quarter. s U Contractor guarantees to City that Contractor shall provide adequate disposal a capacity for the Organic Materials and the Non-Recyclable Solid Waste that City is obligated to deliver or cause to be delivered to Contractor hereunder. 8 PacketPg. 274 3.8 Additional Volumes. Should the City require Contractor to accept additional Organics, Refuse or Recyclable Materials above and beyond the commitment amounts in this Agreement, Contractor agrees to accept such amounts subject to the same rates and o conditions described below. Contractor shall receive such materials at Contractor's facility at 2059 E. Steel Road in Colton, California, and shall y transport and lawfully dispose of such Solid Waste at a permitted disposal site selected by Contractor. N 2 3.9 Payment Terms. a Contractor shall submit its monthly fee calculation and monthly summary reports within 3 ten(10)calendar days following the end of each month Upon receipt City shall a immediately review Contractors fee calculation and monthly summary reports, and a identify missing or inaccurate information to the Contractor. Contractor shall make such S corrections as are necessary or reasonably required by City and submit a revised fee o calculation and monthly summary report,if necessary,to the City for payment. City shall 5 have no obligation to pay Contractor for disputed portions of the fee calculation. City shall make payment of all undisputed amounts to Contractor within 20 days of Contractor's submission of the monthly fee calculation and monthly summary report. N 4.0 Non-Assienment. M N N This agreement may not be subcontracted and shall not be transferrable, assignable or delegable by City to any other public agency or private company without the prior written consent of Contractor. E 5.0 New TechnoloLyies. Q U_ 4 In the event that new technology related to use, re-use or disposal of refuse, green CL waste or recycling is developed City may direct Contractor to modify the scope of services hereunder to include such new technologies and direct the delivery of w Solid Waste hereunder in accordance therewith. City direction pursuant to this provision shall not affect the exclusive nature of this Agreement unless it relates to E a service that the Contractor is unable or unwilling to provide. a In the event City directs the use of new technology, Contractor shall submit a written proposal on providing the additional services. The proposal shall contain a complete description of the expanded services, including but not limited to the 9 PacketPg. 275 8.B.b following: (i) equipment to be used and staffing requirements by number and classification; (ii) projection of amount of new diversion tonnage expected; and (iii)projection of annual operating costs, including documentation of and support for key assumptions underlying projections. If City directs a change of scope and such change causes an increase or decrease in the cost of performing the services, 0 an equitable adjustment in the Contractor's compensation shall be made. w 0 N In the event Contractor is unwilling or unable to provide such new technology, City may avail itself of the technology through the use of third parties, which action shall not be construed to be a violation of any provision of this agreement. a C CL 6.0 Equipment. L Contractor shall furnish all labor, materials and equipment necessary to perform the N services contemplated by this Agreement. a 7.0 Professional Practices. 0 L 3 All professional services to be provided by Contractor pursuant to this o Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily N exercised by professional Contractors in similar circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. m EL &0 Restriction on Manner of Collection. E in order to ensure City complies with the provisions of AB 939, and to accurately account for and report the amount of Organic Materials and Solid Waste, including a Recyclable Material, collected within the City Limits and processed,recycled d and/or disposed pursuant to this Agreement, City Recyclable Material and Organic Material shall not be commingled with any other Recyclable Material or Organic W Material until City Recyclable Material or Organic Material has been weighed and/or accounted for in some other manner. E L U 9.0 Pursuit and Management of Grants. a Contractor shall assist City in pursuing grants and other funding as may become available for recycling, public education and other recycling related 10 Packet Pg.276 programs. Contractor shall manage any such funding obtained, and implement any programs that may be funded, if requested to do so by City, and shall be entitled to compensation for such management services if the funding in question may be utilized to so compensate Contractor. 0 U) 10.0 Warranty. d U Contractor warrants that it shall perform the services required by this Agreement (n in compliance with all applicable Federal and California employment laws including but not limited to those laws related to minimum hours and wages; Q occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State 3 and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and a against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, o brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor's r performance under this Agreement. ° 3 O N 11.0 Non-discrimination. M In performing this Agreement, Contractor shall not engage in,nor permit its agents to N. engage in,discrinnation in employment of persons because of their race,religion, color, N national origin, ancestry,physical handicap, medical condition,marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the E Government Code. Violation of this provision may result in the imposition of penalties U referred to in Labor Code, Section 1735. C CL d 12.0 Business License. X Contractor warrants it possesses, or shall obtain,and maintain during the term of this w Agreement abusiness registration certificate pursuant to Title 5 of the City of San W Bernardino Municipal Code, and any and all other licenses,permits, qualifications, insurance and approvals of whatever nature that are legally required of a contractor/consultants/vendor to practice its profession, skill or business. 11 PacketPg. 277 8.B.b 13.0 Delegation and Assignment. This is a personal service contract,and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and cn w expense. d u 5 14.0 Duty to Notify City. U Contractor acknowledges that it has a duty pursuant to this Agreement to notify the CL City of any charges, accusations, or lawsuits commenced or instituted by the California Deparhnent of Resources,Recycling and Recovery(aka."CalRecycle"), the State of California, the Attorney General, and any other similar regulatory agency. This duty to notify the City shall extend to and include investigations by the applicable regulatory n agency prior to any formal action being taken N 15.0 Additional City Responsibilities. a 15.1 Access to City Documents. City shall provide to Contractor access to all �.. information and documents in City s possession that are relevant and material with respect o to Contractor's performance of this Agreement upon reasonable request. 15.2 Access to City Owned Property City will provide access to and make N provisions for Contractor to enter upon City-owned property as may be required by a Contractor to perform the services contemplated by this Agreement upon reasonable request, a d 16.0. Term, Termination And Cure. E 0 16.1. Term. CL _ The effective date ("Effective Date") of this Agreement shall be January 1, 2013. The term of this agreement shall be an initial term of five (5) years from the x Effective Date expiring on December 31, 2017, with one additional five (5) year W renewal option by mutual consent. E L The renewal option will be deemed automatically mutually exercised and approved for the additional period of five (5) years unless either shall a party give written notice to the other party of its intent to terminate not less than 180 days prior to the r� expiration of the initial term. 12 Packet Pg. 278 16.2. Default and Termination. This agreement may be terminated at the option of the non-defaulting party for good cause, defined as follows: 0 U) w i. As to the performance of the City, (a) the failure of City to deliver and to pay Contractor's gate rates for, all of the Recyclables, Organics and non-Recyclable Solid Waste that City has committed to deliver to Contractor hereunder, or (b) the breach by City of any other material tern or provision of the agreement to be performed Q by City; and ii. As to the performance of the Contractor, (a) the failure of c Contractor to accept and receive all Recyclables, Organics and a non-Recyclable Solid Waste (other than"Excluded Waste" as defined below) delivered by City to Contractor pursuant to this 0 Agreement, or (b) the breach by Contractor of any other material term or provision of the agreement to be performed by Contractor. o 16.3. Cure. In the event Contractor defaults in the performance of any of the terns or conditions of this Agreement or fails to conform to the rules, and regulations, or any of the directions or instructions that may be properly made by City in the exercise of its powers, or fails, neglects or refuses to pay the consideration of any part thereof within 30 days after the same shall become a due, or becomes unable to fulfill its obligations under this Agreement, or IL defaults in the performance of any of the other terms or provisions therein required, City shall have the following options without any further notice or E authorization from Contractor, and its choice of any option shall in no way waive L) its rights to select any other option at any time. a 3 Q 16.3.1 City may give Contractor notice of such default. If the Contractor does not cure said default within 30 days after it was w first discovered (forthwith for a default involving any condition involving safety) or make reasonable progress to cure said default (reasonable progress to be determined at City's sole and absolute discretion), City may terminate this a Agreement on a date of its choice. L... 16.3.2 The acceptance of all or part of recycling revenues by City for any 13 PacketPg. 279 period after a default shall not be deemed a waiver of any of these options, nor a waiver of the default of any subsequent default of the same or any other term, covenant and condition. Any waiver by City of a default on the part of Contractor shall not be construed as, or constitute a waiver of, any subsequent o default of the same or any other term, covenant and condition. w 0 N 16.3.3 In the event City defaults in the performance of any of the terms or conditions of this Agreement, and if a written notice of such N default is issued to City by Contractor by registered mail, and if City does not cure said default within thirty (30) days of a receipt of said notice or makes reasonable progress in curing such default, then Contractor may immediately terminate this Agreement, and recover at law any and all claims a which may be due. a E 16.3.4 The acceptance of all or part of City's payment or performance o by Contractor for any period after a default shall not be deemed a waiver of any of these options, nor a waiver of the default of r any subsequent default of the same or any other term, covenant and condition. Any waiver by Contractor of a default on the N part of City shall not be construed as, or constitute a waiver of, any subsequent default of the same or any other term, covenant and condition. N a 16.4 Compensation. In the event of early termination, Contractor shall pay City compensation for all Recyclable Materials delivered by the City as of the date of termination and City shall pay Contractor for all Organics processed and Solid E Waste disposed of through the termination date. c0 2 16.5 Documents. In the event of termination of this Agreement, all writings CL prepared by Contractor in its performance of this Agreement including, but not limited to, data, reports and materials as may have been accumulated by x Contractor in the performance of this Agreement, shall be delivered or otherwise w made available to City within ten (10) days of City's reasonable request and E following Contractor's receipt of termination notice, at no cost to City. The term "writings" shall be construed to mean and include: handwriting, typewriting, a printing, photographing, electronic communication, and every other means of recording upon any tangible thing any form of communication or representation, including letter, works, pictures, drawings, sounds, or symbols, or combinations 14 PacketPg. 280 f thereof. City shall have full ownership and control of all such writings delivered by Contractor pursuant to this Agreement. U 17.0 Compensation for Recyclable Materials And Accounting. N w a 17.1 Revenue Calculation. Revenue calculation for City Recyclable Materials shall be calculated as set forth below: 5 Contractor will pay City $15 per ton less a 40% weight deduction for residual. a Example: If the City delivers 1500 tons during a given month to Contractor the following year-one calculation will apply: 1500 tons less 40% = 900 tons x $15 L per ton = $13,500 net payment. At the end of 60 days, a waste characterization will 3 be performed that will potentially increase the Contractor payment to the < City. If the said waste characterization demonstrates that the City's residual reduces to 30% or below, the Contractor's payment to the City increases from $15 N per ton to $20 per ton. If the said waste characterization demonstrates that the r City's residual reduces to 25% or below, the Contractor's payment to the City a increases from $15 per ton to $22.50 per ton. If the said waste characterization o demonstrates that the City's residual reduces to 20% or below, the Contractor's payment to the City increases from $15 per ton to $25 per ton. If the said waste characterization demonstrates that the City's residual reduces to 15% or below, the Contractor's payment to the City increases from $15 per ton to $30 per ton. If the N said waste characterization demonstrates that the City's residual reduces to 10% or below, the Contractor's payment to the City increases from $15 per ton to $40 per a ton. Quarterly waste characterizations and potential per ton price change will happen upon mutual agreement by both parties. At no time during the contract a will the Contractor charge the City or increase the residual deduction to more than o 40%. The parties agree that the characterization of 40% residue is material to this CL Agreement and that the City relied on such characterization in entering into the Agreement. Contractor shall be responsible to perform periodic W characterizations in accordance with best management practices. The City's representatives shall observe any future characterizations. Any recalculation E of revenue from subsequent characterizations shall not result in the Contractor charging City for receipt of material, nor shall such characterization cause the a level of residue to exceed 40%. In no event, shall the value of the City's material, l" net of residue disposed, be less than $zero ($0). is PacketPg. 281 8.B.b 17.2 Payment to City. Contractor shall pay the Compensation for the preceding month to the City no later than thirty(30) calendar days from the end of each month. Payments to the City will include California Redemption Value applicable to curbside Recycling programs. N w 0 N 17.3 Late Payments. Interest on amounts past due will be assessed at the rate of 1.5% per month. N U 17.4 Monthly Summary Reports. Contractor will provide the City with a monthly CL report on the overall amount of Recyclable Materials delivered by the City I recycling trucks. Monthly Invoices shall reflect the established percentages of 3 each commodity type. Contractor shall submit the weight tickets and monthly summary report to the City within thirty (30) calendar days following the end of a each month. N O 17.5 Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the City or its Project Manager, prior to Contractor performing the additional services, approves such additional services in writing. It is y specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. N N 17.6 Records and Audits. Records of Contractor's services relating to this Agreement shall be kept on a generally recognized accounting basis and shall be ° made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the E commencement of this Agreement. Contractor shall maintain books and accounts v of all project related weights by material type. Such records shall be available at s all reasonable times for examination by the City at the office of Contractor. CL 18.0 Time of Performance. K w 18.1 Commencement of Work. The professional services to be performed u pursuant to this Agreement shall commence upon the Effective Date of this Agreement. a 18.2 Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or 16 Packet Pg. 282 parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, riots, acts of war, or any other conditions beyond the reasonable control of a party. 19.0 Insurance. 0 w 19.1 Minimum Scope and Limits of Insurance. Contractor shall obtain and N maintain during the life of this Agreement all of the following insurance coverages: U) U (a) Comprehensive general liability, including premises- a CL operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than 3 One Million ($1,000,000.00) Dollars per occurrence and Two a Million ($2,000,000.00) Dollars, aggregate. .N 0 (b) Automobile liability for owned vehicles, hired, and non- owned vehicles, with a policy limit of not less than a One Million ($1,000,000.00) Dollars, combined single limits, s per occurrence and aggregate. 0 N d (c) Workers'compensation insurance as required by the State of California. N N_ 19.2. Endorsements. The comprehensive general liability and automobile liability a N a insurance policies shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected o and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." °L m (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, w nor the coverage reduced, until thirty(30) days after written notice is given to City." W r U (c) Other insurance: "Any other insurance maintained by the City of a San Bernardino shall be excess and not contributing with the insurance provided by this policy." 17 Packet Pg. 283 19.3. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement U 19.4 Non-limiting. Nothing in this Section shall be construed as limiting in any w way,the inderrmification provision contained in this Agreement,or the extent to which Contractor may be held responsible for payments of damages to persons or property. d 20.0 General Provisions. CL C 20.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all r other prior writings and oral negotiations. This Agreement may be modified only in a writing, and signed by the parties in interest at the time of such modification. a 20.2. Representatives. The City Manager or his or her designee shall be the o representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this a Agreement, except as otherwise expressly provided in this Agreement. 5 0 N Contractor shall designate a representative for purposes of this Agreement who W shall be authorized to issue all consents,approvals, directives and agreements on behalf of Contractor called for by this Agreement,except as otherwise expressly provided in this N Agreement a V) CL 20.3. Project Managers. City designates the Public Works Director,or his or her designee,to act as the Project Manager to work directly with Contractor in the performance E of this Agreement c0 Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor or its Project CL Manager shall attend and assist in all coordination meetings called by City. a 20.4. Notices. Any notices, documents, correspondence or other communications W concerning this Agreement or the work hereunder may be provided by personal W delivery, facsimile or mail and shall be addressed as set forth below. If such communication is sent through regular United States mail, it shall be deemed served or a delivered 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. In all other instances, notices, bills, and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and 18 PacketPg. 284 8.B.b addresses of the person to whom notices, bills, and payments are given by giving notice pursuant to this paragraph. IF TO IF TO CITY: CONTRACTOR: City of San Bernardino Republic Waste Public Works Director Services of 300 North "D" Street Southern California San Bernardino, CA 92418-0001 d.b.a. IRMRF U) U_ 3 Q d tr 20.5. Attomeys'Fees. In the event that litigation is brought by any party in 3 connection with this Agreement, the prevailing party shall be entitled to recover < from the opposing party all costs and expenses, including reasonable attorneys' fees, a incurred by the prevailing party in the exercise of any of its rights or remedies N hereunder or the enforcement of any of the terms, conditions, or provisions hereof. `o The costs, salary and expenses of the City Attorney and members of his office in a enforcing this Agreement shall be considered as "attorneys' fees" for purposes of C this Agreement. 0 N 20.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without regard to principles of conflict of laws. a 20.7. Venue. The parties hereto agree that all actions or proceedings arising in M connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. o District Court for the Central District of California. The aforementioned choice of U venue is intended by the parties to be mandatory and not permissive in nature. C CL d 20.8. Assignment Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this w Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this E Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's a obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement. In the event of mutual agreement between the parties to sublet a portion of the services to be performed pursuant to 19 Packet Pg. 285 this Agreement, Contractor shall add the subcontractor as an additional insured to Contractor's insurance policy and provide City with the insurance endorsements prior to any work being performed by the subcontractor. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. o 0 w 0 20.9. Indemnification and Hold Harmless. Subject to 20.11 herein, Contractor shall protect, defend, indemnify, save and hold harmless City and its elected and appointed officials, officers, and employees from any and all claims, N liabilities, expenses, including attorney fees, damage to property or injuries to or a death of any person or persons or damages of any nature including, but not by way CL of limitation, all civil claims or workers' compensation claims arising out of or in any way connected with the intentional or negligent acts, errors or omissions 3 of Contractor, its employees and/or authorized agents or subcontractors in .1 the performance of this Agreement. 0 iI 20.10. Employment Indemnification. Contractor expressly waives all rights to r subrogation against City, its Officers, employees and volunteers for losses arising a from work performed by Contractor for City by expressly waiving Contractor's o © immunity for injuries to Contractor's employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to claims brought by or on behalf of any employee of Contractor. The parries mutually negotiate this waiver. This shall not apply to any damage resulting from N the sole negligence of City, its agents and employees. a 20.11. Hazardous Substances Indemnification. (1) Non-Recyclable Solid Waste. o U With respect to Non-Recyclable Solid Waste, City shall not knowingly a deliver to Contractor any Hazardous Waste, infectious or medical waste or other waste that Contractor is not allowed under applicable permits, laws or regulations to transport or dispose of at the landfill selected by Contractor ("Excluded w Waste"). Contractor may from time to time notify City in writing of any additional categories of waste that Contractor is not permitted to receive under E applicable permits, laws and regulations. a Under no circumstances will Contractor take ownership of or be responsible for the transportation or disposal of any Excluded Waste delivered to Contractor in loads of Non-Recyclable Solid Waste. City shall defend, indemnify and hold 20 PacketPg. 286 barmless Contractor from all costs, losses and claims associated with the removal, cleanup, transportation and/or disposal of any Excluded Waste delivered to Contractor under this Agreement. (2) Organics Materials and Recyclable Materials. 0 With respect to Organic Materials and Recyclable Materials, and without regard to any insurance coverage or requirements, and without limiting the above general indemnification obligation in any way, Contractor specifically 0 agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City) reimburse, indemnify, save and hold City and its past and a CL present officers, council members, employees, consultants and agents (hereinafter "Indemnified Parties") harmless from and against any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, a actions, attorneys' fees, consultant fees, penalties and any and all other losses, a damages, fees and expenses of whatever kind or nature ("Claims") (including but g not limited to response costs, investigative costs, assessment costs, monitoring o 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 a r any way relate to: ° 3 O N (a) results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnified Party is liable, responsible or in anyway obligated to investigate, assess, monitor, study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Contaminant (as defined herein); or < a (b) relates to material collected, transported, recycled, treated or disposed of by Contractor other than excluded waste delivered by City or its E franchised hauler to Contractor. 0 U Contractor's obligations pursuant to this Subsection (2) shall apply, without CL limitation, to: W (a) any Claims brought pursuant to or based on the provisions W of the Comprehensive Environmental Response, Compensation and Liability Act("CERCLA"), 42 U.S.C. § 9601 et seq., the Resource Conservation and r Recovery Act ("RCRA"), 42 U.S.C. § 9601 et seq., the California Hazardous Substances Account Act (California Health & Safety Code Sections 25300 et seq.), a the California Hazardous Waste Control Laws (California Health and Safety Code Sections 25100 et seq.), the California Porter-Cologne Act(California Water Code 21 PacketPg. 287 8.B.b ., Section 13000 et seq.), and any and all amendments and regulations thereto, and any other Federal, State, regional or local environmental statutory or regulatory provision; (b) any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or w operation of Contractor of any facility; d U (c) any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, disposal, U processing or use of any materials recovered by Contractor; CL (d) any Claims based on or arising out of or alleged to be arising 3 out of any breach of any express or implied warranty, representation a CL or covenant arising out of or in connection with this Agreement. N For purposes of this Section, the term "Hazardous Contaminant" shall mean any s "hazardous material," as that term is defined under California Health & Safety a' Code Section 25501(1); any "hazardous substance," as that term is defined under o �.� California Health & Safety Code Sections 25281(f), 25501(e), 25501.1 and under c Title 42, Section 9601(14) of the United States Code; any "hazardous waste," as that term is defined under Title 42, Section 6093(5) of the United States Code and under California Health & Safety Code Section 25550(m); any chemical which the N Governor has identified as a chemical known to the State to cause cancer or a reproductive toxicity pursuant to California Health & Safety Code Section a 25249.8; any crude oil or refined or unrefined petroleum product or any fraction or derivative thereof; and any asbestos or asbestos-containing material. The term 0 "Hazardous Contaminant" shall also include any and all amendments to the above- referenced statutory and regulatory provisions made before or after the date of execution of this Agreement. The provisions of this Section shall not terminate or expire and shall survive the W termination or expiration of this Agreement. E r 20.12. Independent Contractor. Contractor is and shall be acting at all rimes as w an independent contractor and not as an employee of City. Contractor shall a secure, at his expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 22 1 Packet Pg. 288 ti.. Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 20.13 Public Records Act Disclosure. Contractor has been advised and is aware that all reports, documents, information and data including, but not limited to, N computer tapes, discs or files furnished or prepared by Contractor, or any of its N subcontractors, and provided to City may be subject to public disclosure as required by the California Public Records Act(California Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California CL Government Code Section 6254.7, and which Contractor informs City of such "Trade Secret." "Confidential," or "Proprietary" status. The City will endeavor to maintain as confidential all information obtained by it that is designated as a proprietary. The City shall not, in any way, be liable or responsible for the disclosure a of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by order of the Court. o r 20.14. Confidentiality. All findings, reports, information and exhibits prepared or assembled by Contractor in connection with the performance of its professional ° services pursuant to this Agreement are confidential and Contractor agrees that they y shall not be made available to any individual or organization without the prior consent of City. M N N 20.15. Responsibility for Errors. Contractor shall be responsible for its work and a results under this Agreement. Contractor, when requested, shall furnish a clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then 0 Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and CL correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. r x w 20.16. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect. E z U N 20.17. Costs. Each party shall bear its own costs and fees incurred in the a preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 23 Packet Pg. 289 20.18. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. U 20.19. Headings. Paragraphs and subparagraph headings contained in this y Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. N U 20.20. Construction. The parties have participated jointly in the negotiation and CL drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair 3 a meaning. There shall be no presumption or burden of proof favoring or disfavoring a any party by virtue of the authorship of any of the provisions of this Agreement. .N 20.21. Amendments. Only a written amendment executed by the parties hereto or their respective successors and assigns may amend this Agreement. a' 20.22. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of N any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. a 20.23. Severability. If any provision of this Agreement is detem7ined by a court of s competent jurisdiction to be unenforceable in any circumstance, such E determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. CL d 20.24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall W be construed together and shall constitute one agreement. v E 20.25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement a on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. 24 PROFESSIONAL SERVICES AGREEMENT FOR THE PROCESSING OF ORGANIC MATERIALS, RECYCLING MATERIALS AND MUNICIPAL NON-RECYCLABLE SOLID WASTE BETWEEN THE CITY OF SAN BERNARDINO AND REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC. o 0 20.26. Prior Agreements Superseded. As of the Effective Date, this Agreement supersedes prior agreements for the services described herein. Claims of either party associated with any such earlier agreements are preserved without prejudice, to the extent allowed by law. Cn a 3 C. d IN WITNESS WHEREOF, the parties hereto have caused this Agreement to L be executed by and through their respective authorized officers, as of the date first 3 above written. a N CITY OF SAN BERNARDINO, CONTRACTOR s A municipal corporation Republic Waste Services of a ® Southern California, LLC, d.b.a. 2 IRMRF 0 N d Andrea Travis-Miller, Acting City Manager N City of San Bernardino By: a Ron Krall, Area President n. E 0 By: Georgeann "Gigi" Hanna, 0 City Clerk APPROVED AS TO FORM: w d E L U N James F. n Y City Atto� e a eU i � —_ 25 Packet Pg. 291 . .c 1 RESOLUTION NO. 2006-439 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF Z 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT ° BETWEEN THE CITY OF SAN BERNARDINO AND REPUBLIC SERVICES FOR 4 GREEN WASTE RECYCLING SERVICES. ° N d 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS: cn 2 7 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized to Q 8 execute on behalf of said City an Agreement between the City of San Bernardino and s 9 .3 Republic Services for six-year term, with three one-year extensions, at the City's y 10 a. 11 option, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein N L 12 by reference as fully as though set forth at length. t 5 13 SECTION 2. The authorization to execute the above referenced Amendment is o 14 rescinded if not issued within sixty (60) days of the passage of this resolution, o af N N 15 16 17 18 E v 19 rn a 20 ° 21 0 22 / / / s 23 24 25 O 0 26 C 27 ° 28 December 14,2006 Packet pg. 292 I ' 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REPUBLIC SERVICES FOR 3 GREEN WASTE RECYCLING SERVICES. n 4 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the d 5 Mayor and Common Council of the City of San Bernardino at a joint regular 6 meeting thereof, held on the 18th day of December 2006, by the 7 CL $ following vote, to wit: L 9 Council Members: AYES NAYS ABSTAIN ABSENT 3 a 10 ESTRADA x a rn 11 BAXTER x 0 12 BRINKER x a 13 DERRY x °- 14 0 KELLEY x d 15 16 JOHNSON x N N 17 MCCAMMACK x r 18 L e 19 Ra el G. Clark, City Clerk y 20 21 The foregoing resolution is hereby approved this a0,-7�4 day of p 2006. 2 22 n CL C 23 24 ck . Morris, Mayor City o San Semardino 25 0 Approved as to Form: N 26 d 27 £ E U R 28 mes F. enman, City Attorney a December 14,2006 Packet Pg. 293 2006-439 1 PROFESSIONAL SERVICES AGREEMENT FOR 2 PROCESSING ORGANIC MATERIALS 3 4 5 THIS AGREEMENT is made and entered into this 18TH day of 6 DECEMBER 2006 ("Effective Date"), by and between the CITY OF SAN o 7 BERNARDINO, a municipal corporation ("City'), and Republic Services XXXaX o 8 of Southern Calif. �pgipppcptlpr �19#J�a4#Fff �S. a Delaware limited liability N 9 company contractor") . U 10 WITNESS ET H: 11 v' 12 WHEREAS, The Legislature of the State of California, by enactment of the .a 13 California Integrated Waste Management Act of 1989 ("AB 939"), incorporated into the a 14 California Public Resources Code as Section 40000 at seq., has declared that it is in the 15 public interest to authorize and require local agencies to make adequate provision for 16 the disposal of Solid Waste within their jurisdictions; and 3 17 18 WHEREAS, City and Contractor are mindful of the provisions of the laws 19 governing the safe collection, transport, recycling, and disposal of Solid Waste, 20 including AB 939 (as amended), the Resource Conservation and Recovery Act o 21 ("RCRA"), and the Comprehensive Environmental Response, Compensation and w 22 Liability Act ("CERCLA"). City and Contractor desire to leave no doubts as to their < 23 respective roles and to memorialize that by entering into this Agreement City is not o 24 thereby becoming an "arranger" or a "generator" as those terms are used in CERCLA, - 25 and that it is Contractor, not City, who is "arranging for" the disposal, composting, and N 26 recycling of Organic Material which may contain hazardous substances; and further to w 27 confirm that Contractor has agreed to indemnify the City in connection with any claims 28 relating to the inadvertent or intentional disposal of hazardous materials that may occur N 29 in connection with Contractor's performance under this Agreement. 30 31 WHEREAS, City and Contractor understand and agree that it is Contractor, and 32 not City, who will take title to the Organic Materials, that City has not, and, by this v 33 Agreement does not, instruct Contractor on its methods of performing the duties under rn 34 this Agreement. Any title in and to such Organic Materials that otherwise might exist in a 35 or with City in the absence of this Agreement is hereby transferred to Contractor. 36 37 WHEREAS, Contractor has agreed, as part of this Agreement, to provide such p 38 services as are necessary to ensure City complies with the requirements of Public 2 39 Resources Code Section 40000, at seq. 0 40 d 41 WHEREAS, City proposes to have Contractor perform the services described in 42 the Citys Request for Proposal and incorporated herein by reference and Contractor's 43 Response to City's Request for Proposal; and 44 °o 45 WHEREAS, Contractor represents that it has that degree of specialized expertise N 46 contemplated within California Government Code, Section 37103, and holds all m 47 necessary licenses to practice and perform the services herein contemplated; and E 48 a 1 Professional Services Agreement For Processing organics Materials 11-06 Parka -- 2006-439 N 49 WHEREAS, City and Contractor desire to contract for specific services in 50 connection with the Diversion of Organic Materials and desire to set forth their rights, 51 duties and liabilities in connection with the services to be performed; and 52 53 WHEREAS, no official or employee of City has a financial interest, within the 54 provisions of California Government Code, Sections 1090-1092, in the subject matter of o 55 this Agreement. 56 N 57 NOW, THEREFORE, for and in consideration of the mutual covenants and 0 58 conditions contained herein, the parties hereby agree as follows: d 59 rn 60 SECTION 1.00 RECITALS -' a 61 CL 62 The Parties acknowledge the above recitals are true and correct and incorporate 63 them herein as if they were fully restated. 64 3 65 SECTION 2.00 DEFINITIONS 66 a 67 Whenever any term used in this Agreement has been defined by Division 30, c 68 Part 1, Chapter 2 of the California Public Resources Code, or Chapter 8.24 of the City "- 69 of San Bernardino Municipal Code, the definition of such term set forth therein shall 70 apply unless the term is otherwise defined in this Agreement. The terms defined herein a 71 shall have the meaning set forth in this Agreement. Otherwise, the terms herein shall o 72 have their ordinary meaning, 2 73 0 74 2.1 "AB 939" shall mean the California Integrated Waste Management Act of 1989, 75 currently codified as California Public Resources Code Section 40000 at seq. as 76 it may be amended from time to time. N 77 N 78 2.2 "City" means the City of San Bernardino, a municipal corporation. 79 80 2.3 "Composting" means the controlled decomposition of organic material, as further 81 described in AB 939. 82 a N 83 2.4 "Contractor" shall mean Republic Services of Southern California, LLC, a 84 California Corporation, the entity entering this Agreement with the City, or any 85 party permitted pursuant to the terms hereof to become the successor or o 86 assignee thereof. 2 87 a 88 2.5 "Diversion" means landfill diversion in compliance with AB 939. v 89 90 2.6 "Effective Date" shall mean Dece,,.,ber I k , 2006. 91 92 2.7 "Hazardous Waste" means (i) all waste defined or characterized as hazardous N 93 waste by the federal Solid Waste Disposal Act (42 U.S.C. § 3251 et seq.), as 94 amended, including the Resource Conservation and Recovery Act of 1976 (42 0 95 U.S.C. § 6901 et seq.) and all future amendments thereto, or regulations L 96 promulgated thereunder and (ii) all waste defined or characterized as hazardous U 97 waste by the principal agencies of the State of California (including without a 2 Professlonal SeMces Agreement For Processing Organics Materials 11-06 Packet 2006-439 98 limitation the Department of Health Services and the California Waste 99 Management Board) having jurisdiction over hazardous waste generated by 100 facilities within such state, provided that the term"Hazardous Waste": 101 102 A. Is intended to mean and include those substances that are not normally 103 expected to be disposed of by generally accepted sanitary landfill disposal 0 104 methods; o 105 106 B. Shall include radioactive wastes, and 107 Z 108 C. Shall be construed to have the broader, more encompassing definition N 109 where there exists a conflict in the definitions employed by two or more 110 governmental agencies having concurrent or overlapping jurisdiction over Q 111 hazardous waste. 0) 112 s 113 2.8 "Municipal Code" shall mean the City of San Bernardino Municipal Code. 3 114 y 115 2.9 "Organic Material" or "Organics" shall mean all City collected yard waste, °- 116 including leaves, grass, and trimmings, which is capable of being diverted S 117 through composting or other means. "- 118 119 2.10 "RFP" means the City's Request for Proposal, attached hereto as Exhibit "A" and a' 120 incorporated herein as though set forth in full. o 121 .S 122 2.11 "Response" means Contractor's response or proposal to City's RFP, attached o 123 hereto as Exhibit "B" and incorporated herein as though set forth in full. 124 125 3.0. SERVICES PROVIDED BY CONTRACTOR N 126 127 3.1. Scope of Services. Contractor shall provide the services described in 128 Contractor's Response. 129 130 3.2 Equipment. Contractor shall furnish all labor, materials and equipment a 131 necessary to perform the services contemplated by this Agreement. N 132 133 3.3. Professional Practices. All professional services to be provided by 134 Contractor pursuant to this Agreement shall be provided by personnel experienced in o 135 their respective fields and in a manner consistent with the standards of care, diligence 2 136 and skill ordinarily exercised by professional Contractors in similar circumstances in 137 accordance with sound professional practices. Contractor also warrants that it is 138 familiar with all laws that may affect its performance of this Agreement and shall advise 139 City of any changes in any laws that may affect Contractor's performance of this 140 Agreement. o 141 N 142 3.4 Restriction on Manner of Collection. In order to ensure City complies with 143 the provisions of AB 939, and to accurately account for and report the amount of Solid E 144 Waste including Organic Material collected within the City Limits and processed and/or 145 disposed pursuant to this Agreement, City Organic Material shall not be commingled w 146 with any other Organic Material until City Organic Material has been weighed and/or a 3 Pmfessional Services Agreement Fw Processing Organics Materials 11-06 Packet Pg. 296 2006-439 147 accounted for in some other manner. 148 149 3.5 Pursuit and Management of Grants. Contractor shall assist City in 150 pursuing grants and other funding as may become available for composting, public 151 education and other organics related programs. Contractor shall manage any such 75 152 funding obtained, and implement any programs that may be funded, if requested to do 0 153 so by City, and shall be entitled to compensation for such management services if the fn 154 funding in question may be utilized to so compensate Contractor. 155 156 3.6. Warranty, Contractor warrants that it shall perform the services required 157 by this Agreement in compliance with all applicable Federal and California employment fn 158 laws including but not limited to those laws related to minimum hours and wages; 159 occupational health and safety; fair employment and employment practices; workers' a 160 compensation insurance and safety in employment; and all other Federal, State and 161 local laws and ordinances applicable to the services required under this Agreement. L 162 Contractor shall indemnify and hold harmless City from and against all claims, 163 demands, payments, suits, actions, proceedings, and judgments of every nature and m 164 description including attorneys' fees and costs, presented, brought, or recovered a 165 against City for, or on account of any liability under any of the above-mentioned laws, 166 which may be incurred by reason of Contractor's performance under this Agreement. "- 167 s 168 3.7. Non-discrimination, In performing this Agreement, Contractor shall not a 169 engage in, nor permit its agents to engage in, discrimination in employment of persons c 170 because of their race, religion, color, national origin, ancestry, physical handicap, - 171 medical condition, marital status, sexual gender or sexual orientation, except as c 172 permitted pursuant to Section 12940 of the Government Code. Violation of this 173 provision may result in the imposition of penalties referred to in Labor Code, Section 174 1735. O M N 175 N 176 3.8. Business License. Contractor warrants it possesses, or shall obtain, and - 177 maintain during the term of this Agreement a business registration certificate pursuant E 178 to Title 5 of the City of San Bernardino Municipal Code, and any and all other licenses, d 179 permits, qualifications, insurance and approvals of whatever nature that are legally 180 required of contractor/consultant/vendor to practice its profession, skill or business. a N 181 U 182 3.9. Delegation and Assignment. This is a personal service contract, and the 183 duties set forth herein shall not be delegated or assigned to any person or entity without o 184 the prior written consent of City. Contractor may engage a subcontractor(s) as 2 185 permitted by law and may employ other personnel to perform services contemplated by 0 186 this Agreement at Contractor's sole cost and expense. a d 187 188 4.0 CITY RESPONSIBLILITIES 189 190 4.1 Access to City Documents. City shall provide to Contractor access to all N 191 information and documents in City's possession that are relevant and material with 192 respect to Contractor's performance of this Agreement. v 193 L 194 4.2 Access to City Owned Property. City will provide access to and make 195 provisions for Contractor to enter upon City-owned property as may be required by a 4 Professional Services Agreement For Processing Organics Materials 11,oti Palrcl t Pg. 297 I 2006-439 196 Contractor to perform the services contemplated by this Agreement. 197 198 5.0. TERM AND TERMINATION 199 200 5.1. Term, This Agreement shall commence on the Effective Date and 201 continue for a period of six (6) years, ending December 31, 2012, (the 'Initial Term") 0 202. unless previously terminated as provided herein or as otherwise agreed to in writing by w 203 the parties. Subject to the provisions herein, the Initial Term of this Agreement may be 204 renewed for up to three (3) successive one (1) year terms ("Extended Term"). Such 205 Extended Term will be deemed automatic unless the City provides Contractor written 206 notice of City's intent not to extend the Agreement at least 180 days prior to the (n 207 expiration of the then current term of this Agreement. 2 208 a 209 5.2. Termination. The City reserves and has the right and privilege of 210 canceling, suspending or abandoning the execution of all or any part of the work s 211 contemplated by this Agreement, with cause, at any time, by providing thirty (30) days 3 212 written notice to Contractor. In the event of such termination, Contractor shall a U) 213 immediately stop rendering services under this Agreement unless directed otherwise by a m 214 the City. N 215 - 216 5.3. Compensation. In the event of early termination, City shall pay Contractor E. 217 compensation for all Organic Material delivered by the City as of the date of termination. a' 218 0 219 6.0. COMPENSATION AND ACCOUNTING - 220 0 221 6.1. Monthly Fee Calculation. Contractor's monthly fees shall be calculated as 222 set forth in the "Fee Schedule" attached hereto as Exhibit "C" and 223 incorporated herein by this reference. Contractor shall perform material N 224 characterization to determine the percentage of contamination at least on 225 an annual basis. Prior to the initial characterization, Contractor shall 226 provide a description of its characterization process to the City. The 227 characterization process used shall be the same as processes for other 228 municipalities served by the Contractor. Contractor will advise City of the a 229 time for each characterization of City material and the City has the right, 230 but not the obligation to observe each such characterization. 231 ; 232 6.2. Monthly Summary Reports. At the time of submission of its monthly fee p 233 calculation, Contractor will provide the City with a monthly report on the 9 234 overall amount of Organic Materials delivered by the City. 235 d 236 6.3. Payment by City. Contractor shall submit its monthly fee calculation and 237 monthly summary reports within ten (10) calendar days following the end 238 of each month. Upon receipt City shall immediately review Contractors o 239 fee calculation and monthly summary reports, and identify missing or N 240 inaccurate information to the Contractor. Contractor shall make such 241 corrections as are necessary or reasonably required by City and submit a 242 revised fee calculation and monthly summary report, if necessary, to the E 243 City for payment. City shall have no obligation to pay Contractor for w 244 disputed portions of the fee calculation. City shall make payment of all a 5 Professional Services Agreement For Processing Organics Materials 11.06 Packet Pg. 298 2006-439 245 undisputed amounts to Contractor within 20 days of Contractor's 246 submission of the monthly fee calculation and monthly summary report. 247 248 6.4. Annual Fee Adjustment. Annual fee adjustments to Contractor's Fee 249 Schedule shall be based on two components: (1) The Landfill Disposal 250 Component (12.5% of the rate) and the Processing Cost Component o 251 (87.5% of the rate). The Landfill Disposal Component shall be the actual W 252 cost for disposal of residual material at the County of San Bernardino's N 253 Landfill. The Processing Cost component includes Contractor's direct 254 operating costs, including, but not limited to labor, equipment and it 255 insurance costs. The annual fee adjustment for the Processing Cost to 256 Component shall be calculated using the Consumer Price Index ("CPI') for 2 257 all Urban Consumers for the Los Angeles-Anaheim-Riverside Standard a 258 Metropolitan Statistical Area for April each year of the term of this 259 Agreement. The annual fee adjustment shall become effective July 1 of L 260 each year. 3 261 a to 262 6.5. Annual Extraordinary Adjustment of Fees. a 263 264 In addition to the annual fee adjustment based on the CPI pursuant to 265 Section 6.4 above, Contractor's fees may also be increased or decreased 0 266 no more than once per year for the term of this Agreement if the a 267 increase/decrease in Contractor's Processing Cost Component is directly o 268 attributable to any or all of the following: 269 a 270 a, Changes in local, state and/or federal laws or regulations 271 governing the collection, disposal and recycling of green 272 waste hereunder; or N 273 N 274 b. Changes in fuel, energy, insurance and/or labor costs 275 incurred in the collection, disposal and recycling of green 276 waste hereunder. 277 rn 278 An increase in the rate pursuant to this section shall be allowed only if the a 279 aggregate of all percentage increases in Contractor's Processing Cost 280 Component for a contract year are attributable to items (a) and (b) above, 281 inclusive, are greater than one hundred-twenty (120%) percent of CPI. o 282 The amount of such increase shall be the percentage by which the 2 283 aggregate increase exceeds one hundred-twenty (120%) percent for a 284 contract year. (e.g., Direct operating costs increase one-hundred-fifty d 285 (150%) percent. Contractor may request an extraordinary increase of 286 thirty (30%) percent.) Similarly, Contractor's annual fees shall be 287 decreased if the Contractor's Processing Cost Component decreases in 288 the aggregate exceed one hundred-twenty (120%). The amount of such N 289 decrease shall be the amount by which the aggregate decrease exceeds 290 one hundred-twenty (120%)for an Agreement year. E 291 t 292 Contractor shall internally determine whether an extraordinary increase in 293 fees is warranted. If Contractor believes an adjustment is warranted, 6 Professional Sewices Agreement For Processing Organics Matenals 11-o6 Packet 2006-439 294 Contractor shall, no later than April 30th of the then-current year, submit to 295 City a report with supporting documentation and calculations detailing the 296 nature and amount of the requested adjustment. Any such adjustment 297 shall be subject to City's reasonable review and approval and any 298 approval by City of any such increase shall be in writing. The 299 measurement period for determining whether an extraordinary increase or n 300 decrease occurred shall be from April 1 st of the previous calendar year to n 301 March 31st of the then-current calendar year. Any adjustment pursuant to 302 this Section shall be effective as of the commencement of the immediately U 303 following contract year, and shall only apply to that contract year. 304 305 Upon expiration of the contract year in which an extraordinary fee increase 306 has been approved by City, Contractor shall submit to City a report with c 307 supporting documentation and calculations supporting the continued Q 308 imposition of the extraordinary fee increase. If the basis for said t 309 extraordinary fee increase no longer exists, Contractor's fees shall revert 3 310 back to the fees in effect prior to the extraordinary fee increase. a N 311 a 312 6.6 Payment of Contract Related Administrative Expenses. Within thirty days = 313 of the Effective Date of this Agreement Contractor shalt make a one-time payment to 314 City in the amount of $ 2,000.00 ("Administrative Expenses") which sum is intended to Z 315 help defray the administrative and overhead costs City has incurred in connection with a 316 negotiating, drafting, reviewing, and otherwise preparing this Agreement. o 317 S 318 6.7 Late Payment of Administrative Expenses. Interest on Administrative N 319 Expenses past due will be assessed at the rate of 1.5% per month until paid. 0 320 321 6.8. Additional Services. Contractor shall not receive compensation for any N 322 services provided outside the scope of services specified in the Response unless the 323 City or its Project Manager, prior to Contractor performing the additional services, 324 approves such additional services in writing. It is specifically understood that oral 325 requests and/or approvals of such additional services or additional compensation shall 326 be barred and are unenforceable. rn 327 a 328 6.9. Records and Audits. Records of Contractor's services relating to this 329 Agreement shall be kept on a generally recognized accounting basis and shall be made 330 available to City or its Project Manager for inspection and/or audit at mutually o 331 convenient times for a period of three (3) years from the commencement of this 2 332 Agreement. Contractor shall maintain books and accounts of all project related weights 0 333 by material type. Such records shall be available at all reasonable times for examination d 334 by the City at the office of Service Provider. IY 335 336 7.0. TIME OF PERFORMANCE 337 °o 338 7.1. Commencement of Work. The professional services to be performed N 339 pursuant to this Agreement shall commence within five (5) days from the Effective Date 340 of this Agreement. E s 341 342 7.2. Excusable Delays. Neither party shall be responsible for delays or lack of a 7 Professional Services Agreement For Processing Organics Materials 11-06 Packcl t Pg. 30; I 8.B.c 2006-439 343 performance resulting from acts beyond the reasonable control of the party or parties. 344 Such acts shall include, but not be limited to, acts of God, fire, strikes, material 345 shortages, compliance with laws or regulations, riots, acts of war, or any other 346 conditions beyond the reasonable control of a party. 347 348 8.0. INSURANCE o 349 350 8.1. Minimum Scope and Limits of Insurance. Contractor shall obtain and 351 maintain during the life of this Agreement all of the following insurance coverages: 352 ' 353 (a) Comprehensive general liability, including premises-operations, rn 354 products/completed operations, broad form property damage, 355 blanket contractual liability, independent contractors, personal o 356 injury with a policy limit of not less than One Million ($1,000,000.00) tr 357 Dollars per occurrence and Two Million ($2,000,000.00), aggregate. 358 3 359 (b) Automobile liability for owned vehicles, hired, and non-owned w 360 vehicles, with a policy limit of not less than One Million a 361 ($1,000,000.00) Dollars, combined single limits, per occurrence and 362 aggregate. o 363 s 364 (c) Workers' compensation insurance as required by the State of a' 365 California. `o 366 367 8.2. Endorsements. The comprehensive general liability and automobile 0 368 liability insurance policies shall contain or be endorsed to contain the following 369 provisions: 370 M N 371 (a) Additional insureds: "The City of San Bernardino and its elected 372 and appointed boards, officers, agents, and employees are 373 additional insureds with respect to this subject project and contract E 374 with City." 375 rn 376 (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, N 377 nor the coverage reduced, until thirty (30) days after written notice 378 is given to City." rn 379 0 380 (c) Other insurance: "Any other insurance maintained by the City of 2 381 San Bernardino shall be excess and not contributing with the 0 382 insurance provided by this policy." d 383 384 83. Certificates of Insurance: Contractor shall provide to City certificates of 385 insurance showing the insurance coverages and required endorsements described u; 386 above, in a form and content approved by City, prior to performing any services under N 387 this Agreement. 388 d 389 8.4. Non-limiting: Nothing in this Section shall be construed as limiting in any 390 way, the indemnification provision contained in this Agreement, or the extent to which R 391 Contractor may be held responsible for payments of damages to persons or property. a 8 Professional Services Agreement For Processing Organics Materials 11-06 _ __ Packet Pg. 301 i 2006-439 392 9.0. GENERAL PROVISIONS 393 394 9.1. Entire Agreement: This Agreement constitutes the entire Agreement 395 between the parties with respect to any matter referenced herein and supersedes any 396 and all other prior writings and oral negotiations. This Agreement may be modified only 397 in writing, and signed by the parties in interest at the time of such modification. The o 398 terms of this Agreement shall prevail over any inconsistent provision in any other o 399 contract document appurtenant hereto, including exhibits to this Agreement. 400 401 9.2. Representatives. The City Manager or his designee shall be the 402 representative of City for purposes of this Agreement and may issue all consents, N 403 approvals, directives and agreements on behalf of the City, called for by this 404 Agreement, except as otherwise expressly provided in this Agreement, a 405 406 Contractor shall designate a representative for purposes of this s 407 Agreement who shall be authorized to issue all consents, approvals, directives and 3 408 agreements on behalf of Contractor called for by this Agreement, except as otherwise 409 expressly provided in this Agreement. a m 410 411 9.3. Project Managers. City designates the Solid Waste Manager to act as the o 412 Project Manager to work directly with Contractor in the performance of this Agreement. 413 < 414 Contractor shall designate a Project Manager who shall represent it and o 415 be its agent in all consultations with City during the term of this Agreement. Contractor 416 or its Project Manager shall attend and assist in all coordination meetings called by City. 417 D 418 9.4. Notices: Any notices, documents, correspondence or other 419 communications concerning this Agreement or the work hereunder may be provided by N 420 personal delivery, facsimile or mail and shall be addressed as set forth below. If such 421 communication is sent through regular United States mail, it shall be deemed served or 422 delivered 48 hours after deposit in the U.S. Mail as reflected by the official U.S. E 423 postmark. In all other instances, notices, bills, and payments shall be deemed given at 424 the time of actual delivery. Changes may be made in the names and addresses of the rn 425 person to wham notices, bills, and payments are given by giving notice pursuant to this N 426 paragraph. 427 428 IF TO CONTRACTOR: IF TO CITY: p 429 Republic Services of Southern City of San Bernardino 9 430 California Public Services Director 0 431 3059 E. Steel Road Public Services Department 432 Colton CA 92324 300 N "D" Street 433 San Bernardino, CA 92418 434 435 Attn: Thomas J. Vogt Attn: Ken Fischer N 436 437 9.5. Attorneys' Fees: In the event that litigation is brought by any party in 438 connection with this Agreement, the prevailing party shall be entitled to recover from the 439 opposing party all costs and expenses, including reasonable attorneys' fees, incurred by 440 the prevailing party in the exercise of any of its rights or remedies hereunder or the a 9 Professional Services Agreement For Processing Organics Materials 11-06 Packet Pg. 302 2006-439 441 enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and 442 expenses of the City Attorney and members of his office in enforcing this Agreement on 443 behalf of the City shall be considered as "attorneys' fees" for the purposes of this 444 Agreement. _ 445 446 9.6. Governing Law: This Agreement shall be governed by and construed c 447 under the laws of the State of California. In the event of any legal action to enforce or (n 448 interpret this Agreement, the parties hereto agree that the sole and exclusive venue 0 449 shall be a court of competent jurisdiction located in San Bernardino County, California, 450 or the United Sates District Court, Central District of California, Eastern Division. 451 U) 452 9.7. Assignment: Contractor shall not voluntarily or by operation of law assign, 2 453 transfer, sublet or encumber all or any part of Contractor's interest in this Agreement o 454 without City's prior written consent. Any attempted assignment, transfer, subletting or W 455 encumbrance shall be void and shall constitute a breach of this Agreement and cause s 456 for termination of this Agreement. Regardless of City's consent, no subletting or 457 assignment shall release Contractor of Contractor's obligation to perform all other 458 obligations to be performed by Contractor hereunder for the term of this Agreement. In a 459 the event of mutual agreement between the parties to sublet a portion of the services to 460 be performed pursuant to this Agreement, Contractor shall add the subcontractor as an 461 additional insured to Contractor's insurance policy and provide City with the insurance 0 r 462 endorsements prior to any work being performed by the subcontractor. Assignment a 463 does not include printing or other customary reimbursable expenses that may be 464 provided in this Agreement. °- 465 0 466 9.8. Indemnification and Hold Harmless: Contractor shall protect, defend, 467 indemnify and hold harmless City and its elected and appointed officials, officers, and 468 employees from any and all claims, liabilities, expenses, including attorney fees, 469 damage to property or injuries to or death of any person or persons or damages of any N. 470 nature including, but not by way of limitation, all civil claims or workers' compensation 471 claims arising out of or in any way connected with the intentional or negligent acts, d 472 errors or omissions of Contractor, its employees and/or authorized agents or 473 subcontractors in the performance of this Agreement. rn 474 a 475 9.9. Employment Indemnification: Contractor expressly waives all rights to 2 476 subrogation against City, its Officers, employees and volunteers for losses arising from 477 work performed by Contractor for City by expressly waiving Contractor's immunity for o 478 injuries to Contractor's employees and agrees that the obligation to indemnify, defend 2 479 and hold harmless provided for in this Agreement extends to claims brought by or on .0 480 behalf of any employee of Contractor. This waiver is mutually negotiated by the parties. 481 This shall not apply to any damage resulting from the sole negligence of City, its agents 9 482 and employees. M 483 484 9.10 Hazardous Substances Indemnification: Without regard to any insurance o 485 coverage or requirements, and without limiting the above general indemnification N 486 obligation in any way, Contractor specifically agrees to and shall, to the maximum 487 extent permitted by law, defend (with counsel acceptable to City) reimburse, indemnify, E s 488 and hold City and its past and present officers, council members, employees, 489 consultants and agents (hereinafter "Indemnified Parties") harmless from and against a 10 Professional Services Agreement For Processing Organics Materials 11-06 8.B.c 2006-439 490 any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, 491 liens, expenses, suits, actions, attorneys' fees, consultant fees, penalties and any and 492 all other losses, damages, fees and expenses of whatever kind or nature ("Claims") 493 (including but not limited to response costs, investigative costs, assessment costs, 494 monitoring costs, treatment costs, cleanup costs, removal costs, remediation costs, and 495 similar costs, damages and expenses) that arise out of or are alleged to arise out of or c 496 in any way relate to any action, inaction or omission of Contractor that: 0 497 N Ogg (a) results in any demand, claim, notice, order, or lawsuit, asserting U 499 that any Indemnified Party is liable, responsible or in anyway obligated to investigate, 500 assess, monitor, study, test, treat, remove, remediate, or otherwise cleanup, any w 501 Hazardous Contaminant (as defined herein); or .2 a 502 a 503 (b) relates to material collected, transported, recycled, treated or 504 disposed of by Contractor. r 505 3 506 Contractors obligations pursuant to this Section shall apply, without limitation, to: m 507 a 508 (a) any Claims brought pursuant to or based on the provisions of the 509 Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), "- 510 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 °c 511 U.S.C. § 9601 et seq., the California Hazardous Substances Account Act (California a 512 Health & Safety Code Sections 25300 et seq.), the California Hazardous Waste Control o 513 Laws (California Health and Safety Code Sections 25100 et seq.), the California Porter- - 514 Cologne Act (California Water Code Section 13000 et seq.), and any and all y 515 amendments and regulations thereto, and any other Federal, State, regional or local 516 environmental statutory or regulatory provision; 517 518 (b) any Claims based on or arising out of or alleged to be arising out of N 519 the ownership, use, lease, sale, design, construction, maintenance or operation of 520 Contractor of any facility; 521 522 (c) any Claims based on or arising out of or alleged to be arising out of 523 the marketing, sale, distribution, storage, transportation, disposal, processing or use of a N 524 any materials recovered by Contractor; 525 526 (d) any Claims based on or arising out of or alleged to be arising out of o 527 any breach of any express or implied warranty, representation or covenant arising out of 2 528 or in connection with this Agreement. 529 d 530 The foregoing indemnity shall apply irrespective of the negligence or willful W 531 misconduct of Contractor or any affiliate of Contractor. 532 0 533 For purposes of this Section, the term "Hazardous Contaminant" shall mean any N 534 "hazardous material," as that term is defined under California Health & Safety Code 535 Section 25501(1); any "hazardous substance," as that term is defined under California E 536 Health & Safety Code Sections 25281(f), 25501(e), 25501.1 and under Title 42, Section E 537 9601(14) of the United States Code; any "hazardous waste," as that term is defined 538 under Title 42, Section 6093(5) of the United States Code and under California Health & a 11 Professional Services Agreement For Processing Organics Materials 11-06 PacketPg. 304 2006-439 539 Safety Code Section 25550(m); any chemical which the Governor has identified as a 540 chemical known to the State to cause cancer or reproductive toxicity pursuant to 541 California Health & Safety Code Section 25249.8; any crude oil or refined or unrefined 542 petroleum product or any fraction or derivative thereof; and any asbestos or asbestos- 543 containing material. The term "Hazardous Contaminant" shall also include any and all CE 544 amendments to the above-referenced statutory and regulatory provisions made before m 545 or after the date of execution of this Agreement. w 0 546 w 547 The provisions of this Section shall not terminate or expire and shall survive the u 548 termination or expiration of this Agreement. d 549 550 9.11. Independent Contractor: Contractor, at all times while performing under .2 551 this Agreement, is and shall be acting at all times as an independent contractor and not Q 552 as an agent or employee of City. Contractor shall secure, at his expense, and be 553 responsible for any and all payment of wages, benefits and taxes including but not 554 limited to, Income Tax, Social Security, State Disability Insurance Compensation, 3 555 Unemployment Compensation, and other payroll deductions for Contractor and its w 556 officers, agents, and employees, and all business licenses, if any are required, in a 557 connection with the services to be performed hereunder. Neither Contractor nor its 558 officers, agents and employees shall be entitled to receive any benefits which "- 559 employees of City are entitled to receive and shall not be entitled to workers 560 compensation insurance, unemployment compensation, medical insurance, life a' 561 insurance, paid vacations, paid holidays, pension, profit sharing or social security on o 562 account of Contractor and its officers' agents' and employees' work for the City. This 563 Agreement does not create the relationship of agent, servant, employee, partnership or 0 564 joint venture between the City and Contractor. 565 566 9.12 Ownership of Documents: All reports, documents, information and data, N 567 including but not limited to computer tapes or discs, files and tapes furnished or 568 prepared by Contractor or any of its subcontractors in the course of performance of this 569 Agreement, shall be and remain the sole property of City upon termination of this 570 Agreement. Any use of such documents for other projects, and any use of incomplete 571 documents, shall be at the sole risk of City and without liability or legal exposure to a 572 Contractor. Contractor shall deliver to City any plans, specifications, studies, reports, < 573 drawings or any other Project related items as requested by City or its authorized 574 representative, at no additional cost to the City. 575 0 576 9.13 Public Records Act Disclosure: Contractor has been advised and is aware u 577 that all reports, documents, information and data including, but not limited to, computer .0 578 tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, d 579 and provided to City may be subject to public disclosure as required by the California 580 Public Records Act (California Govemment Code Section 6250 et. seq.). Exceptions to 581 public disclosure may be those documents or information that qualify as trade secrets, o 582 as that term is defined in the California Government Code Section 6254.7, and which N 583 Contractor informs City of such "Trade Secret." "Confidential," or "Proprietary" status. 584 The City will endeavor to maintain as confidential all information obtained by it that is 585 designated as proprietary. The City shall not, in any way, be liable or responsible for the 586 disclosure of any such records including, without limitation, those so marked if 587 disclosure is deemed to be required by law or by order of the Court, a 12 Professional Services Agreement For Processing Organics Materials 11-06 Packet Pg. 305 588 2006-439 589 9.14. Confidentiality. All findings, reports, information and exhibits prepared or 590 assembled by Contractor in connection with the performance of its professional services 591 pursuant to this Agreement are confidential and Contractor agrees that they shall not be 592 made available to any individual or organization without the prior consent of City. 593 0 594 9.15. Responsibility for Errors. Contractor shall be responsible for its work and 595 results under this Agreement. Contractor, when requested, shall furnish clarification N 596 and/or explanation as may be required by the City's representative, regarding any 597 services rendered under this Agreement at no additional cost to City. In the event that 598 an error or omission attributable to Contractor occurs, then Contractor shall, at no cost 599 to City, provide all necessary design drawings, estimates and other Contractor 2 600 professional services necessary to rectify and correct the matter to the sole satisfaction a 601 of City and to participate in any meeting required with regard to the correction. 602 r 603 9.16. Prohibited Employment: Contractor will not employ any regular employee 3 604 of City while this Agreement is in effect. w 605 a 606 9.17. Order of Precedence: In the event of an inconsistency in this Agreement c 607 and any of the attached Exhibits, the terms set forth in this Agreement shall prevail, If "- 608 and to the extent this Agreement incorporates by reference any provision of the RFP or s 609 the Response, such provision shall be deemed a part of this Agreement. Nevertheless, a 610 if there is any conflict among the terms and conditions of this Agreement and those of o 611 any such provision or provisions so incorporated by reference, this Agreement shall - 612 govern over both the Response and the RFP and the Response shall govern over the N 613 RFP, v 614 615 9.18. Costs: Each party shall bear its own costs and fees incurred in the N 616 preparation and negotiation of this Agreement and in the performance of its obligations 617 hereunder except as expressly provided herein. 618 619 9.19, No Third Party Beneficiary Rights: This Agreement is entered into for the d 620 sole benefit of City and Contractor and no other parties are intended to be direct or 621 incidental beneficiaries of this Agreement and no third party shall have any right in, a N 622 under or to this Agreement. r 623 @ 624 9.20. Headings: Paragraphs and subparagraph headings contained in this o 625 Agreement are included solely for convenience and are not intended to modify, explain 2 626 or to be a full or accurate description of the content thereof and shall not in any way 0 627 affect the meaning or interpretation of this Agreement. d 628 Q 629 9.21. Construction: The parties have participated jointly in the negotiation and 630 drafting of this Agreement. In the event an ambiguity or question of intent or 631 interpretation arises with respect to this Agreement, this Agreement shall be construed N 632 as if drafted jointly by the parties and in accordance with its fair meaning. There shall 633 be no presumption or burden of proof favoring or disfavoring any party by virtue of the 634 authorship of any of the provisions of this Agreement. s 535 a 13 Professional Services Agreement For Processing Organics Materials 11-06 -- — -- Packet 2006-439 636 9.22, Amendments: Only written amendments executed by the parties hereto or 637 their respective successors and assigns may amend this Agreement. 638 639 9.23. Waiver: No waiver of any provision of this Agreement shall be effective 640 unless in writing and signed by a duly authorized representative of the party against 641 whom enforcement of a waiver is sought. The waiver of any right or remedy in respect rn 642 to any occurrence or event shall not be deemed a waiver of any right or remedy in o 643 respect to any other occurrence or event, nor shall any waiver constitute a continuing 644 waiver. 645 N 646 9.24. Severability: If any provision of this Agreement is determined by a court of 647 competent jurisdiction to be unenforceable in any circumstance, such determination a 648 shall not affect the validity or enforceability of the remaining terms and provisions hereof a 649 or of the offending provision in any other circumstance. 650 s 651 9.25. Counterparts: This Agreement may be executed in one or more 3 652 counterparts, each of which shall be deemed an original. All counterparts shall be 653 construed together and shall constitute one agreement. 654 ` 655 9,26. Corporate Authority: The persons executing this Agreement on behalf of o 656 the parties hereto warrant that they are duly authorized to execute this Agreement on 657 behalf of said parties and that by doing so, the parties hereto are formally bound to the ¢' 658 provisions of this Agreement. c 659 3 660 !/! ! °n 661 662 663 N 664 //(! 665 666 1/l1 E 667 668 669 670 671 0 672 ///! O 673 0 674 !!// C CL 675 676 677 v 678 I1/l o 679 N 680 c 681 E 682 U 683 684 /J// a 14 Professional Ser ices Agreement For Processing Organics Matenals 11-o6 PacketPg. 307 8.B.c 2006-439 685 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 686 executed by and through their respective authorized officers, as of the date first above 687 written. 688 689 9 690 CITY OF SAN BERNARDINO, CONTRACTOR 0 691 A municipal corporation o 692 693 694 `' " d 695 Pa kick J. orris, May r,-__, Thomas J. V Pre ent U) U 696 CitybLSaX Bernardino Republic Services 697 a 698 699 ATTEST: t 700 701 ( �. ) a 702 Rach I Clark, City Clerk a 703 City of San Bernardino •N 704 0 705 APPROVED AS TO FORM: i-: 3 706 a 707 0 708 709 es F. Penman, City Attorney o N d O M � N N C N N d Q U _U G R ZT 0 U_ .c C CL m rn M d O O O N C d >_ Z U m Q 15 Professional SerVlces Agreement For Processing Organics Materials 11.06 FPacketPg. 308 8.B.c 2006-439 EXHIBIT "A" CITY'S REQUEST FOR PROPOSAL m U O I N 0 N d U d N v a C CL m r I � a rn c �N O t 7 a C 0 0 N Cl) N C d E 4) d a N U_ C R Ol 0 V a o. a rn �n v <c 0 0 N C d E r v m a Page 16 of 22 Packet 2006-439 CITY OF SAN BERNARDINO REQUEST FOR PROPOSALS TO PROVIDE ORGANIC MATERIALS DIVERSION 0 w INTRODUCTION w d U The City of San Bernardino provides residential, commercial and roll-off collection services. The City operates a curbside green waste collection program serving y approximately 40,000 residences within the city limits. The City provides weekly, 9 automated green waste collection in 90-gallon containers. Container collection includes 0 CL some small businesses and multi dwelling units. The City also provides roll-off collection, including land clearing and yard clean up. Refuse is disposed under the San s Bernardino County Waste Delivery Agreement, with Mid-Valley Landfill in Rialto as the 3 designated disposal site. a a The City of San Bernardino is interested in expanding to a residential organics program, including co-collected food waste in the green waste containers. However, this N anticipated expansion initially depends on identifying a qualified organic materials 0 processor to receive the mixed organic material. The City does collect highly a concentrated food service waste loads (including restaurants, markets, and processors). This material is available for use in an organics material processing operation. 0 3 O This RFQ and Bid Proposal will be used to select one or more service providers to process the City's collected green waste. Bidders also are sought for commercial food waste processing; and/or mixed residential organics (food and green waste). N N PROJECT DESCRIPTION c d One or more selected service providers will be required to execute a service agreement with the City. Under the terms of the agreement, the selected service provider will 0 process and divert specified materials from the City's organic collection programs; and a will transfer and dispose of program residue. The Local Enforcement Agency for San Bernardino County may require selected providers to obtain one or more Solid Waste Facility Permits to provide transfer station, composting, or other related services. Selected service providers will be responsible for obtaining and paying for all required 0 permits, including local land use approvals and Solid Waste Facility Permits; and for 9 operating in compliance with the permits. The term of the agreement will be for seven o. (7) years with three (3) single-year renewal options. d W m PROPOSAL SUBMISSION PROCEDURES AND REQUIREMENTS 0 Organizations interested in submitting a proposal shall submit five (5) copies of their N proposal to: E Solid Waste Manager City of San Bernardino a 234 South Mountain View Avenue San Bernardino, CA 92408 Page 1 of 6 _._ racKez rg siv 8.B.c 2006-439 All proposals and copies of proposals shall be submitted on recycled content paper, with at least 30% post-consumer content. m U BIDDER'S CONFERENCE 0 w 0 The Bidder's Conference will be held on Monday, February XX, 2006. The location for the Bidder's Conference will be the Public Services Conference Room "A" 4th Floor at 300 North "D" Street, from 10:00 a.m. to 12:00 p.m. City will accept bids only from those bidders who have attended the Bidder's Conference. v' U_ Questions will be answered regarding the RFQ and Bid Proposal at the Bidder's a Conference so that all prospective bidders will hear the same response to any questions � or explanations of this RFQ and Bid Proposal, 3 Bidders may submit written follow-up questions to the Solid Waste Manager by 4:00 y p.m., February XX, 2006. Written responses will be prepared and distributed to all a rn bidders that attended the Bidders Conference. N Do not contact any City employees, Commissioners, or Elected Officials regarding this 0 project or the selection process. Questions regarding the RFQ and Bid Proposal shall < be asked at the Bidders Conference or submitted in writing in conformance with the o stated deadlines. Bidders will be asked to certify that they did not contact any City employees, Commissioners, or Elected Officials regarding this project or the selection N process other than in writing to the Solid Waste Manager. Any bidder found by the City to have violated this prohibition will be disqualified from bidding, and the City will not consider its Bid Proposal further. N N_ SELECTION PROCESS d A. The City will rank all proposals received to determine whether v bidders are qualified based upon information provided during this process. y B. The City will deliver a load to the highest qualified bidders, and 9 observe processing operation. rn C. The City will then initiate negotiations with the qualified firm or firms o proposing the most beneficial relationship, including tipping fees U and off-route collection costs. -0 D. Table 1 (see attached) will be used as a score sheet for the d evaluation of the qualifications of bidders. E. All applicants will be notified in writing of the selection. v AWARD OF CONTRACT °o N An agreement will be negotiated following final selection of a bidder or bidders. If the E City and the selected bidder or bidders are unable to negotiate satisfactorily, acceptable E to both parties, the next ranked bidder will be contacted and so on until an agreement is o reached. a Page 2 of 6 ___ Packet Pg. 311 8.B.c 2006-439 CITY'S RIGHTS, OPTIONS, AND POLICIES The City reserves the right to postpone selection and award of contract for its own convenience, to cancel this RFQ and Bid Proposal at any time, and/or to reject any and U all proposals for any reason in its sole and exclusive discretion. rn 0 0 The City highly encourages participation by local qualified firms in all aspects of service contracting unless the project requires unusual or highly specialized services. it PROPOSAL CONTENT U B To facilitate evaluation of the proposals received, all proposals must conform to the a chronology and content described below: L A. All bidders must indicate their willingness to sign the attached Service 3 Agreement (Exhibit A). Any deviation in a proposal from the language in the < Service Agreement must be explained in detail. Substantial differences in ° rn language or terms between a proposal and the Service Agreement may result 5 in rejection of the proposal. The City reserves the right to negotiate minor o modifications of the language contained within the attached agreement upon selection of the service provider. Exhibit A of the attached agreement a contains the Scope of Services. B. All proposals must indicate the physical location of their facility or facilities 5 that will be used for off-loading of City vehicles and for processing material. N Proposals will include the distance in miles from their facility or facilities to the City Refuse Yard (234 South Mountain View Avenue). C. Proposals will include an up-to-date list of references and contacts for which N similar work has been performed. The list should include a mailing address, contact person and daytime phone number. D. Proposals will identify the designated project managers, their work location E and provide a resume for principal employees assigned to work on the project. E. Proposals will address the issue of regulatory compliance related to proposed a facility or facilities. The bidder shall provide documentation of all necessary permits and clearances related to their proposal. Any violations documented by enforcement agencies (e.g., the Local Enforcement Agency, Air Quality p Control District, Regional Water Quality Management District, etc.) shall be o disclosed and addressed. Compliance with any request for a change in operation by an enforcement agency or Notice and Order shall be discussed. F. The bidder will discuss any future plans for a permit change or application as related to the acceptance of materials from the City's organics programs. The proposal will include a schedule for obtaining necessary permits and clearances related to their proposal. The proposal also should address the o impact of planned improvements on materials processing. N G. Bidders will disclose any indictments or litigation history related to their d company, partner or subsidiary arising out of the performance of a organics E processing contract or violation of laws, regulations or permits. Provide details of any litigation against the bidder, its parent company or joint venture a company(s) by a government entity, or against a government entity by the bidder, its parent company or joint venture company(s). Page 3 of 6 i i Packet Pg. 312 2006-439 H. Bidders will prepare bid sheets based on the City's estimated annual recovery. I. Bidders are free to propose any combination of pricing methodologies. For 0 example, propose to establish a price index that is adjustable. c J. Utilizing the proposed methodology, bidders shall calculate the total cost to the City for the period 1/1/05-12/31/05. Bidders shall provide sufficient documentation to demonstrate accuracy of calculations regarding hypothetical cost to the City under the proposed methodology. w K. Bidders will assume receipt of 30,000 tons of green waste in the first contract n year. The bidder should also assume contamination by weight of 25% in a preparing bids. L. The bidder must include a physical drawing of their facility indicating the following: 3 i. Trace the flow of City vehicles through the facility N ii. Scales to be used by City vehicles iii. Material sorting lines, grinding equipment, screens iv. Compost/mulch storage and curing o V. Residue load-out c M. The bidder will address the adequacy of their facilities to perform the services a described by Exhibit A of the attached agreement. At a minimum, this section o shall address the following issues. .2 i. Description of sorting equipment and procedures N J. Maneuverability of City trucks through the facility including ingress and egress iii. Staging of City trucks and estimate of maximum time to off-load N materials iv. Clearance and width of scales in regard to City trucks N. The bidder will indicate their willingness to accept and divert yard waste materials collected by the City's organics program, including: d i. Yard waste (grass, brush, shrubs, leaves, limbs) ii. Wood (dimensional lumber) a O. Additional material diversion should be identified, including: v i. Food from commercial sources m ii. Residential food O iii. Additional construction materials o n EVALUATION OF RFQ AND BID PROPOSAL d This RFQ and Bid Proposal is a two-part process. The table below will be used to determine whether a bidder is qualified. The lowest score represents the least responsive and the highest score represents the best score a proposal can earn within °o a respective category. A score of less than 75 will result in a determination that the N bidder is unqualified to perform the services required by the City Agreement. Qualified d bidder will then be ranked based on proposed revenue (to be offset by off-route s collection costs) to the City. U a Page 4 of 6 i Packet Pg. 313 ... .. . .. . _..__ . _ .. NOT 4 2006-439 I CRITERIA POSSIBLE SCORE SCORE WILLINGNESS TO SIGN ATTACHED SERVICES AGREEMENT 5 _ REFERENCES 10 m U UALIFICATIONS AND EXPERIENCE 20 rn ERMITS, CLEARANCES AND REGULATORY COMPLLIANCE 15 w 0 LITIGATION HISTORY 10 HYSICAL FACILITIES 40 TOTAL 100 m U) Explanation of Criteria 2 3 1 Q A. A bidder with the least substantive modifications to the City Agreement will 0) receive the highest score in this category. w B. A reference check will be conducted for each bidder. 3 C. Selection Committee Members will evaluate bidders based on their a qualifications and experience performing similar project work, a D. A bidder that demonstrates possession of necessary permits, clearances and regulatory compliance will receive the highest score. Selection Committee N Members will also give preference to existing, permitted facilities vs. proposed w facilities. a E. The questions below will provide the selection committee with guidance in c their evaluation of proposed facilities: - i. Is the flow of vehicles through the facility efficient? 0 ii. Does the facility provide for adequate clearances and turning radius to reduce the possibility of damage to either property or City vehicles? N iii. Does the facility provide for maneuverability and good line of sight? iv. Can City vehicles enter and exit quickly. 0 V. Is the facility sized and designed for expansion and processing of additional organics materials? vi. Is the facility design flexible enough to accommodate various a vehicle configurations and designs? vii. Is the facility designed to maximize diversion through the processing of additional organic material types? o viii. Does the facility design and processing capabilities 2 maximize diversion? a 0. d Ranking of Qualified Bidders M Qualified bidders will be ranked based on a comparison of the proposed rate structure, augmented by the City's calculation of collection cost. The proposal representing the o City's most cost-effective diversion will receive the highest rank. Cost and revenue will N be calculated based on the following: r A. Total cost calculation. Total cost will be calculated for each E proposal. Cost will be calculated based on utilizing the proposed rate structure and methodology for the period 1/1/05-12/31/05. a B. Collection cost. Collection cost represents the cost associated with the off-route travel time for the seven-year term of the contract. Page 5 of 6 Packet Pg. 314 i 2006-439 C. Collection central. For the purpose of this RFQ and Bid Proposal, collection central of the City will be 234 South Mountain View Avenue. D. Frequency. Frequency represents the number of recycling trucks to each facility based on the distance traveled. During the period o 1/01/05 - 12/31/05, the City delivered 2,987 residential and U) commercial loads for processing. d U DISQUALIFICATION OF PROPOSALS U) A bidder failing to meet the following conditions will be disqualified from consideration: u A. Proposals must conform to the required deadline. Bidder must submit five (5) a copies of their proposal. B. Proposals shall be submitted on recycled paper, with at least 30% post- z consumer content. 3 C. The Contractor must accept all materials for off-loading City vehicles at the w same location(s). Under no circumstances will the City agree to tip part of a a truckload at one facility and then part of the same load at a second facility. D. Proposals will be disqualified if the proposed methodology for calculating costs lacks specificity for comparative purposes. L E. Proposal will be disqualified if the proposal does not indicate acceptance and diversion of materials currently included in the City's residential yard waste collection program. °- F. At the discretion of selection committee members, a proposal may be o disqualified if it is considered fatally flawed in any section. That is, a proposal may score highly in all categories except one section, but if that section is essentially unresponsive to the City's needs, the proposal may be disqualified. I w c I d d rn Q N U R Q U_ 4 C Q d W M d' O O O N C d E U U , 10 (`✓) - Page 6 of 6 ---- - ----- - - Packet Pg. 315 2006-439 EXHIBIT "B" RESPONSE AND SCOPE OF SERVICES U 0 w 0 N V d N V 9 7 CL m a: t Y_ 3 a N a rn C �N 0 O Z Q C O .7 O N M N N C d E im d d i a N V C N Ol 0 U_ 7 CL m m M a to 0 0 N Y C d E t U W Q Page 17 of 22 - --- Packel t Pg. 316 I 2006-439 I Republic Services of Soutbern Cakfor ia's Response To City of San Bernardino Request For Proposals to Provide Organic Matenals Diversion 0 0 0 N d U Table Of Contents N U a SectionA, B, C................................................................................Page 1 d SectionD........................................................................................Page 3 r 3 SectionE........................................................................................Page 7 a Section F, G, H ..Page 8 m r SectionI, 3, K, L..............................................................................Page 9 N 0 Section M...................................... ........................Page10 .............. ..... .. Section N, 0 ..............................................................Page 11 c 0 3 O N Exhibits 1. Map to Inland Regional Material Recovery Facility N 2. Drawing of Inland Regional Material Recovery Facility c d E d m L Q N U C N a O U a a m m M O O O N r N E s v 1 a PacketPg 317 _®F�����2006-439 Refiublic Smias of Southern California's Response To 00 of San Bernardino Request For Proposals to Provide Or Materials Diversion 0 rn PROPOSAL CONTENT o N d V A. Proposer N Republic Services of Southern California, LLC agrees and is willing and able to 0 sign Exhibit A,Professional Services Agreement for Processing Organic Materials 0 a as proposed by the City of San Bernardino in its Request for Proposals to provide m Organic Materials Diversion. B. Processing Facifily Location a In May, 2002 Republic Services of Southern California, LLC opened our new Inland Regional Material Recovery Facility (IRMRF) located at 2059 Steel N 0 Road in the City of Colton. s c • Steel Road f'aaly'ft (3.88 mks from the C10'.r Refute Yard 234 South Mount 'n View Avenue ° 29.650 am feet it 4emitted to process 1.950 tons Per day of aymid al sok'd waste matenal fSee o `Zio"Exhibit 1,J M City green waste loads would be delivered by the City's collection route drivers to N the Inland Material Regional Facility & Processing Center. The route vehicles c would weigh in on our facility scales and receive a load receipt. The trucks would E then dump inside our facility and exit through the main gate. The time in the facility should be less than ten minutes. We are prepared and flexible to ¢ H accommodate the hours of operation for the City's vehicles as outlined in the � c City's RFQ. The facility would be open to accept materials from Monday to M Saturday,6:30 a.m. to 5 p.m.as required- O 0 a a C. References & Contacts rn Republic Services of Southern California, LLC has been a leader in solid waste v to processing and marketing in Southern California for over 20 years. Our CVT 0 Regional Processing and Transfer Facility in Anaheim, California is one of the a c largest solid waste processing facilities in North America, The CVT facility, d located in Anaheim, has an approved daily processing capacity of 6,000 tons and E� a design capacity of 8,000 tons per day. Republic Services of Southern ¢ Page I of 11 Packet Pg.318-,- 2006-439 RePubkc Services of Southern California's Re.pone To City of San Bernardino Request For Proposals to Provide Organic MateriaLr Diversion 0 Q) California's, IRMRF, located in Colton, is currently processing curbside ° N commingled reryclables from the cities of Colton, Highland, Grand Terrace, 0 Loma Linda, Redlands, Riverside County, San Bernardino County, San Jacinto, d Hemet,Calimesa,Cabazon,Temecula, Lake Elsinore, Canyon Lake,and Big Bear tai Lake. Republic Services of Southern California's, Inland Regional Material 0 Recovery Facility currently provides green waste processing with these � jurisdictions as well. 3 The following cities that are under contract with Republic Services of Souther Q California for processing. a rn c •N Address Jurisdiction Point of Contact Phone r Mr.Louie Vecchione 0 E.Vermont St.92805 Q c City ofAnaheim Streets&Sanitation 40 (714)765-6860 0 Manager. j Mr.Bill Higgins 545 N.Betty a City of Brea Director of Maintenance 92821 W Svcs, 14 990-7698 City of Chino Hills Mr.Ray Hansen 2001 Grand Ave. M Senior Administrative 91709 N, Analyst (909)364-2616 650 N.La Cadena Dr. City of Colton Mr.Daryl Parrish 92324 City Manager 909 370-5071 a' P City f Fullerton Mr.Chris Meyer 303 W Commonwealth Q ty City Manager 1 9288 G317 v City of Mt.AJ Holman 11222 Acacia Parkway, Garden Grove Environmental 92840 m Services/Street Manager 714 741-5956 O Chapman Ave. a City of Placentia Mr.Robert Dominguez 401 E. 2 92870 City Administrator 92870 993-8117 rx 17855 Santiago Blvd. 92861 � CityCity of Villa Pa$ MCiKen _Mana a (714)998-1500 m ty M City of Mr.David Gruchow 4845 Casa Loma Ave. Yorba Linda 92686 fD City Manager °o 14 961-7110 a Mr.Ga Van Dorst 35 Cajon Street City of Redlands Solid Waste Manager 92373 m (909 798-7529 t ° Q Page 2 of 11 Packet-:Pg.319 2006-439 Iublic Services of Southern California's Response To City of San Bernardino Regaest For Proposals to Provide Oroamc Materials Diversion tj 0 U) 0 O 0 D Project Organization&Staffing u d N Republic Services of Southern California, a Limited Liability Company, and a wholly owned subsidiary of Republic Services, Inc., provides municipal solid o waste collection, disposal and recycling services to over 500,000 residents and businesses weekly. L 3 Q W n. Operating since 1949, as the commercial hauler for the City of Anaheim. The rn company has been recovering and marketing recyclables for over 55 years. c N L Q CVT, the processing division was established in 1984 at the time of the opening c 0 of the Anaheim Material Recovery Facility. For the past 20 years, CVT has been processing and marketing materials worldwide, serving over 60 local 0 w municipalities. a M N N The officer within California is: Thomas J. Vogt,President. d E a m Republic Services of Southern California,1 2 N San Bernardino C imo Offee � 'c 2059 E. Steel Road m Colton,CA 92324 O (909) 370-3300 .222 3 C. Orangee Coun�Olfim W 1131 N.Blue Gum Street C0 Anaheim,CA 92806 m (714)238-3300 0 N r W E U V Q Page 3 of 11 Packed°Pg 320 2006-439 . Aepublic Services of Southern California's ResPonse To City of San Bernardino ^ 1?eguest For Proposals to Provide Orramc Materials Diversion o U O N In 2004, Republic Services of Southern California was forted from the parent o company, Republic Services, Inc. which is located in Fort Lauderdale, Florida. Republic Services currently ranks as the third largest solid waste and recycling company in North America. to Republic Services,Inc. U 110 S.E. 6'Street a Suite 2800 tr Fort Lauderdale,FL 33301 s V 3 The Inland Regional Material Recovery Facility located in Colton became a operational in May, 2002 The 29,650 square foot processing area is currently = N processing the green waste from four municipalities in the Inland Empire and o with a tonnage capacity of over 1,950 tons per day the IRMRF is more than capable of processing the green waste from the City of San Bernardino. a c 0 .7 Republic Services of Southern California,LLC has assembled a management and °m operations team that is unsurpassed in the solid waste industry. The combination of traditional refuse collection experience, recycling expertise, innovative to M management systems, and the integration of new technological advances places N Republic Services of Southern California, LLC in the best position to continue to serve the processing needs for the City of San Bernardino. Our team remains m E a 100% committed to the overall success of the waste reduction programs of the FU 0 City of San Bernardino. To underscore our commitment to serve the City of San 4 N Bernardino, the following project managers and principal employees will be 'c overseeing the processing needs for the City. a, O Project Man a�er v d Peter Sternberg, General Manager 2 yearr with Republic Services of Southern California, LLC, Bared in San Bernardino County r 0 Peter oversees the operation of the Inland Regional N Material Recovery and Transfer Station and collection operations for the Inland Empire. He has been in the d E solid waste industry for 23 years with experience in ✓� operations and contract administration for both the «° private and public sector. a Page 4 of 11 Packet Pg.321 2006-439 • Repuhhc Services of Southern California's Response To City of San Bernardino Request For Proposals to Provide Organic Materials Diversion 0 w 0 0 N N V d N V Management Team CL d Thomas J. Vogt, President r 21 years with Republic Services of Somtkern California, LLC Based in Orange County N Torn is a graduate of California State University, o, Fullerton. As President of the company, he N oversees the operations of Republic Services of 0 Southern California, LLC. Tom is able to give Q direction to the management team responsible for c nine municipal franchised cities in Orange and 5 0 San Bernardino Counties encompassing over v 500,000 residential customers. Tom has a strong background in vehicle maintenance and site engineering. Tom directed the design N and construction of the CVT processing and transfer facility, one of the most successful facilities in the nation. d E m m rn Q N Barry Love, Director of Sales & Brokerage 23 years with Republic Semers of Southern Catifornia, LLC,Bared in Orange County 0 v Barry's education in the recycling market has ' a provided him with extensive knowledge of both y export and domestic markets. This is important � considering the 40,000 tons of materials that get y shipped each month. Barry oversees a o N staff that ensures the highest return for the w c products we sell and assists all our customers in finding new markets for E E their materials. He has extensive recyclable materials marketing experience and has v Q Page 5 of t t _ PacketPg,322 8.B.c 2006-439 Republic Services of Soutbern California's Response To City of San Bernardino Request For Proposals to Provide Or,2anic Materials Diversion cc 0 U) been responsible for the start up operations of numerous major recycling projects N throughout California. (D m rn 0 Michelle Zola, Controller a t Oyears with Republic Servias of Southern California,LLC, Band in Orange County r Michelle has 19 years experience in business 3 a finance and financial audit review. She y a graduated with a Bachelor of Arts degree .S rn with an accounting emphasis from o 0 California State University, Fullerton. As a Certified Public Accountant,Michelle is able o to work well with city finances, manages and oversees all audits for our franchise o N cities of Republic Services of Southern California,LLC. Michelle is responsible for all financial accounting and reporting for Republic Services of Southern N California,LLC. c m E W m Marty Mitchell, Off Road & Facilities Manager a 0 24yearr witb Repubhc Services of Somthem Cakfomia,Based in Orange County m m With over 30 years of maintenance experience p U Marry have established a standard of a excellence in preventative maintenance, both m W for on-road vehicles and off-road facilities, M which have resulted in nationwide recognition. to o The California Highway inspects all operating N fleets on a Bl-annual basis. Republic Services w E of Southern California has passed inspection 0 for the past twelve years or six inspections. As a result of our through ¢ Page 6 of l l 2006-439 Republic Services of Southern California's Response To City of San Bernardino Request For Proposals to Provide Ofyanic Materials Diversion 0 maintenance,the CHP awarded two review only inspections. All preventative o N maintenance is scheduled twice as often as required by the California Highway Patrol v and federal Department of Transportation standards. The cleanliness and appearance d N of the on-road vehicles is a high priority to all employees at Republic Services of 2 n Southern California. Using state-of-the-art processing and collection techniques at 0- m our Material Recovery Facilities, we are able to divert thousands of tons a day from r entering out landfills. Under Marty's direction, the department maintains all the 3 a equipment to make this process possible. The Off-road and Facilities Department is a m an example of the highest standards of quality and appearance in our industry. N •c 0 r E. Pernike--The following permits are on file with Republic Services of Southern 0 California,LLC'Department of Environmental and Regulatory Affairs. 0 N California Solid Waste Facility Permit #36-AA-0412 City of Colton Business License 441355 m City of Colton Business License #44435 N Certificate of Occupancy #114996 Business Occupancy Permit #BOP-114-996 City of Colton Design Review/CUP #DCV-33-99 E a, OSHA Pressure Vessel (Air) #24044-96/NB 394835 rn OSHA Pressure Vessel(Air) #24045-96/NB 365554 a N State of CA-DFA-DMS #278 � C County of San Bernardino-DWM #5254 a County of San Bernardino-DPH 0 Health& Safety Annual Permit #9609365578 °- Roll-Off Refuse Bins" #9609365579 a Health&Safety Appl.Rev.Fee #9703127218 NPDES Stormwater WDID No. #8305017024 M State of CA EPA Identification #CAL 00025421 q City of Colton Building Department #B00-020-517 0 City of Colton Fire Department #0352 "' Y d No violations or areas of concerned have been issued to the Inland Regional E Material Recovery Facility(IRMRF). m Q Page 7 of 11 PacketPg 324 Vie= 2006-439 Republic Senices of Soulbern California's Response To City of San Bernardino Request For Proposals to Provide Otyanic Matenals Diversion 0 y w O N d U_ F. Future Plans for a Permit Change a, y There are no future plans for a permit change or application as related to the U acceptance of materials from the City's recycling program. 0- m n: r Y_ 3 a G Indictments/Litigation His y a. rn c N Since Republic Services,Inc.'s (the "Parent') initial public offering in July of 7998 a and the formation of Republic Services of Southern California, LLC (the o a "Bidder's on November 30, 2004, neither the Parent nor the Bidder has been e 0 indicted or been a party to litigation arising out of the performance of a organics ' 0 processing contract or violation of laws,regulations or permits. W Cl) N N H. Bid Sheets c m The City would be charged based on the following, E d 1. A per ton rate of$31.65 for all green waste delivered. This sate is based on a N the contamination rate for the green waste material which the City is � c currt n11y1 delivering to the Inland Regional Processing Facility. This price rn would adjust should the current contamination rate decrease or increase. �_ 2. The processing cost for all material brought to the facility would be subject to 0. an annual CPI-U local adjustment. rn 3. All residue material taken to the San Bernardino County landfill system as part � to of the Waste Disposal Agreement would be subject to landfill pass-through o N adjustments. c m E t v Q Pages of 11 }Packet Pt1 325 2006-439 Republic Services of Soulbern California's Response To City of San Bernardino Request For Proposals to Provide Oryanic Materials Diversion 0 y j,-&_L Pricing Methodology o N d U Each load delivered to the Inland Regional Processing Facility by the City of San m Bernardino will be charged based on the established characterization for these loads. h V The City will be charged on a per ton basis as outlined under Section K The CL incoming tonnage will be processed and the non-recovery residual will be disposed of at a cost of$46.01 per ton. The City will receive a monthly accounting of all r 3 loads,tonnages and charges for material delivered to the Facility. a U) a c K Bid Rate N c 0 Contamination Per ton Tons delivered Total Yearly Rate rate Costs a 0%-5% $27.38 30,000 $821,266.33 0 6%10% $31.65 30,000 $949,500.00 2 11%-15% $34.72 30,000 $1,041,467.62 M N N j Dt&vfi=of I_nla_ nd Regional Material Recovery Facility c d L Attached is a drawing of the Inland Regional Material Recovery Facility d d showing scales, ingress and egress. ("Drawing" Exhibit 2.) San Bernardino's a City green waste vehicles will be provided with priority status to avoid v queuing behind self-haul trucks. Each City green waste truck will be able to rn be weighed, unloaded and back on the road within a 10 minute time period. O Under normal circumstances NO City vehicle will be delayed beyond a 15 CL minute time period as outlined in the City's RFQ. Republic Services of Southern California, LLC is equipped to provide for alternative off-loading v methods in the event of reasonable down-time due to repair and maintenance o of equipment. c ii. The scale currently in use is an American Scale Company and is overseen by E t the California Department of Weights and Measures. All of our scalehouse m personnel are registered with the State as Certified Weightmasters. Q Page 9 of 11 Packet Pg. 326 2006-439 Repubbe Services of Southern California's Re house To City of San Bernardino Request For Proposals to Provide Orxanic Materials.Diversion 0 uJ iii. The area east of the entrance turns into a grinding area during the evening. c w iv. The storage for the compost is located on the north side of the facility. U v. All residue is loaded onto traders located on the south side of the facility. to u a C CL d M. Facili i. After capturing the vehicle weight, the driver receives his receipt and can 3 Q N proceed directly to the tipping floor area. The short distance between the a m scales and the tipping floor is void of any obstructions providing drivers N excellent line-of-sight, turning radius, and maneuverability. Once a vehicle 0 has finished dumping its load, it simply drives straight out the same way it Q c came in. The entrance/exit gate is 40 feet wide providing more than enough °- 5 room for simultaneous vehicle ingress and egress, 0 ii. As you can see from the map,our IItMRF is located on the north side of Steel Road in the City of Colton. Due to the fact we are located near the end of a N i cul-de-sac, vehicle traffic is very minimal around our facility. The very fight c vehicle traffic allows excellent ingress and egress to/from the street. We are E prepared and flexible to accommodate the hours of operation for the City's m m vehicles. Q N U iii. Our scale is located just inside the entrance for quick and easy truck access. m m We estimate the time for a truck to be processed through the facility and back p on the street to be within 10 minutes. We guarantee no track will take over 'u_a 15 minutes. The current facility has been designed in such a way that any y expansion to the facility would be feasible. M iii. The 10 foot wide, above-ground scale provides more than adequate 0 clearance for all types of collection vehicles. c°y c 0 E s U Q Page 10 of I t _ , PacketPg.327 - 2006-439 • Republic Services of Soutbern Cakforma s Response To City of San Bernardino Request For Proposals to Provide Organic Materials Diversion 0 N N. Willingness o N Republic Services of Southern California, LLC agrees and is willing and able to (Di accept and divert yard waste materials collected by the City's organics program a0i including. a i. Yard waste(grass,brush,shrubs,leaves,limbs). w ii. Wood(dimensional lumber) L O. Additional Material tair a i. At this time,we will not be able to process this material. rn c ii. At this time,we will not be able to process this material. A iii. We will process and divert material from selected construction loads at a rate 0 of $46.01/ton. The City would receive landfill diversion credit for actual c material recovered. o 0 N PROPOSER'S SUMMARY Overall, Republic Services of Southern California,is prepared and able to service the N City of San Bernardino's green waste program as outlined in Organic Materials c d Diversion Proposal. Our long-standing experience and knowledge of the solid waste E a, industry and our highly experienced executive personnel create a synergy that is rn committed to providing exceptional service and outstanding customer satisfaction. w U The Republic Services of Southern California facility is fully permitted and available rn to handle the City of San Bernardino's Organic Materials. We take our relationships 0 0 with our service cities very seriously. We strive to maintain positive lines of a communications from our city liaisons to the drivers who frequent our facility. Our equipment and facility are permitted and in compliance with all applicable local, state M and federal laws. We feel very positive that Republic Services of Southern California 0 0 could provide the City of San Bernardino with qualified and exceptional green waste N service. c m E s 0 a Page 11 or l t r. 2006-439 R U O co 0 O N d U N N E, STEEL ROAD W. REDLANDS BLVD. V N � i.y f L C Y N 1 � D i 2 , a m w z a c m c �N C O 0 t 7 �1 C i COLTON DISPOSAL REGIONAL MATERIAL RECOVERY FACILITY 2059 E. STEEL ROAD O N COLTON, CALIFORNIA 92324 0 1 909.970.3377 ID M N N C d E N 4) L Q N U C O m 0 O a C CL m rn M O O N Y C d E t V a _...__ Packet Pg. 329 [Driving Directions from 2059 E Steel Rd, Colton, CA to 234 S Mountain View Ave, San Bernardino, CA Page 1 of 2 2006-439 Achieve a eaithy Weight! 8 Send To Printer Back To Directions o 234 S Mountain View Ave 7(" 0 , U San Bernardino, CA 92408-1315, 1x130 rlao !aso us {',170 ('�t0o x-190 Notes: ` - w Republic Services of Southern `; m p', t. I FREE&M t Prone alifornia/Colton Disposal to San Bernardino i -j', '°`•- o, City Refuse yard LOSE 10 LBS.IN 5 WEEKS W o. m Directions Distance N Total Est. Time: 8 minutes Total Est. Distance: 3.89 miles ° 1: Start out going EAST on E STEEL RD toward S HUNTS 0.4 miles o LN / HUNTS LN, 0 2: E STEEL RD becomes W REDLANDS BLVD. 0.5 miles T O3: Turn LEFT onto WATERMAN AVE / S WATERMAN AVE. 2.0 miles N Continue to follow WATERMAN AVE. Q 4: Turn LEFT onto E MILL ST. 0.4 miles E E 5: Turn RIGHT onto S MOUNTAIN VIEW AVE. 0.4 miles a ® 6: End at 234 S Mountain View Ave E San Bernardino, CA 92408-1315, US T 0 Total Est. Time: 8 minutesTotal Est. Distance: 3.89 miles U y- i 11 �y IballNp�i3✓F✓T, r -_ , _ r a, �9 C*4 E m o V! P Q .../main.adp?do=prt&mo=ma&un=m&1 ffi=l&go=l&l a=2059%20E%20Steel%20Rd&Ic=Colton&1 g=Kt Packet Pg.336 Driving Directions from 2059 E Steel Rd,Colton,CA to 234 S Mountain View Ave, San Bernardino, CA Page 2 of 2 2006-439 u . r 0 Start: End: `o 2059 E Steel Rd 234 S Mountain View Ave m m Colton, CA 92324-4008, US San Bernardino, CA 92408-1315, US -° d P4L[STK_i . . : 0 _ 2nd St _ 0� a M Kim EKkV.St � zv S4 I"C W 'eRo ve Rieko Avb L ,E_Steer 'ti�lpp.es 1 Re w July st ( a m _ r�A ahol St m CF) IN ...i ops`kOrya U vWn�wioatYn p lStlt l:rI`I Y' i_ - N qgg a io s laYY b l A s st Y g Oi 4 l u ders S t W _ N 20 N o are% vad.s y m : w 0 S t 1 0208 j N� E wms Muest In, All riohts reserved. Use < biect to i i n / oovriaht UD These directions are Informational only. NO representation is made or warranty given as to their content, road M conditions or route usability or expeditiousness,User assumes all risk of use. Ma pp N pgerest and its suppliers assume no responsibility for any loss or delay resulting from such use. c N E a, m L m a N U R OI 0 2 a C CL d M V O O N G d E L U Q /main.adp?do=prt&mo=ma&un=m&lffi=1&go=1&Ia=2059%20E%20Stee1%20Rd&1c=Colton&ig=Ktg3 2/2 Packet Pg. 331 I 8.B.c 2006-4 � N H a I aom Ora Oz U Jam O i I ONO w I O I � m O m co 3x u 2 i I Mrf M 7 m� W d 1 O Q ax a rn rd K N M L t I Q en O d ro R m , C u M N N 10 0 0 0 N W to 0 L p w O b m 1 C M m y m gg 8 m \ ¢ Q6 •l"' CJ Rd5 Q M m \ 6 u C O O Cl) ♦ , O ♦ N C d E L A ♦� a — "£QacketPg.332 2006-439 EXHIBIT"C FEE SCHEDULE U Contamination Per Ton Projected Total Yearly N Rate Rate Tons Delivered Cost c 0% - 5% $27.60 30,000 $821,26633 6% - 10% $31.87 30,000 $949,500.00 11%- 15% $34.94 30,000 $1,041,467.62 z d C CL d L_ 3 ¢ y IL rn c �N �L Q t Y a C O 3 O 7! N M N N C d E ar m rn a N U_ C of 0) 0 V a a d CM M q 0 0 N V C d E t V W ¢ Page 18 of 22 Packet Pg. 333 IF ACORD„ CERTIFICATE OF LIABILITY INSURANCE 0-r'02'"°'Y""' 01/02/07 PRODUCER LIC 8164877 1-864-233.9626 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION The Puckett Group, Incorporated ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Bon 3478 ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. A Greenville, HC 29602 (,j INSURERS AFFORDING COVERAGE NAIC# O w$URED W$URERA:Ace Amorivan Ins CO N 83876 Republic Services, Inc./Taormina Industries, LLC N_ INSURERS: O 1131 N. Blue Gum Street N INSURERC: � Anaheim, G 92806 INSURERD: O INSUNERE: COVERAGES aA THE POLICIES OF INSURANCE LISTED BELOWHAVE BEEN ISSUEDTO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING U ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THETERMS,EXCLUSIONS AND CONDITIONS OF SUCH 7 POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. a INSR D' POLICY EFFECTNE POLICYEXPWATIOH 4)jam POMYNUMaUR LNIRS • OENERALLMXMD BDO 021737458 11/01 106 11/01/07 PACHCCCURRENCE $5,000,000 L X COMMFACIALGENERALUJOILITY w MI $3,000000 , T� CUVMSMAUE a OCCUR MEOEXPL mepM ) 610,000 Q PERSONALBADVINJURY 65,000,000 N D_ GENERALAGGRECATE $5,000,000 m GEN'LAGGRECATELINITMPLIES PER: PRODUCTS-COMPWAGG 55,000,000 C PR0. r LOC 'a • AUTOMOBLLELIAMUTV IBA 808224158 11/01/06 11/01/07 O X COMBINEDSINCRELMIT t M jE.YAVTO (EB PaiEagj $5,0001000 �. 7 ALLOWNEDAMOS Q BODRY INJURY $ C SCMEOULEDAUTO$ IPefpHwn) O i HIREOAUTOS +r NONOWNEDAUTO.R (Pw lLerc )RY $ 7 O PROPERTY 0)WMAGE $ GARAGELMMIUTY AUTOONLY-FAACCIDENT 6 ID ANYAWO M OTHERTWW EAACC S IOONLY: N AL AGO f '-" EXCEBSAIMORELLALIMILRY EACHOCCURRENCE S OCCUR r-1CWM$MADE AGGREDA{E f N $ E w DEDUCTIBLE 6 d RETENTION i 6 Q A WCOXERSCOMPEMSATMNAND RLR 044451657 11/01/06 11/01107 E WC$ATU. D EMPLOYEES'WBILITY N ANY PROMIETOWPMTNEIVEXECUTIVFX WC EL.EAp1ACGDEHf $3,1000,000 V OFFIGERRAEMBERE=LUDEO) "CL E.L.01$EA9E-EA EMPLOYEE 53,000.000 a It S tfiAPRNU� EL.D4EASE-MLICV LIMB i3r000,000 aI SPECIAL PROVIMONSSBIOw O NER O 2 7 OEHCRIPTION OFOFEaATN)NSI[OCATMJNb IVEHIGLEaJEXC WBIDNB ADDED BY EHOORSENENl IBPECILL PROWSIONB C, Additional Named Insured Includes Republic Services, Ise-, M.G. Disposal, LLC, Taormina Industries, LLC, dba Anaheim � Disposal, Brea Disposal, Garden Grove Disposal, F"b"cla Disposal, Villa Park Disposal, YOrba Linda Disposal, Anaheim Truck Depot, Disposal Services, CVT, Chino Hills Disposal, Colton Disposal and Republic Ser7iDea of southern California, LLC dba Colton Disposal. The City of San Bernardino and its elected end appointed boards, officers, agents and amployses are additional insureds with respect to this subject project and contract with City. v O O O CERTIFICATE HOLDER CANCELLATION N SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CMCELLED REFORETHE EXPOATION C 0) City of Ban Bernardino DATE THEREOF,THE m6UWG INSURER WILL ENDEAVOR TO MAR 30 DAYS WRRTEN E NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAXURE TO DO E0 SHALL /S3 X00 Pleche r- 300 N •D• street IMPOSE NO OBLIGATION OR LMBARY OF MY KOO UPON THE M6URPA,ITS AWN"OR w REPREBENTATNES. Q an Bernardino, G 92416 AVTHORREDIIEPRESENTATYE 08A ACORD 25(2001108)shjono ®ACORDCORPORATION 1988 5468542 _- Packet Pg.334 . 8.B.c m IMPORTANT o 0 0 N d If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement u L on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). � to If SUBROGATION IS WAIVED, subject to the terms and conditions of the 2 1 policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate .a holder in Ileu of such endorsement(s), n. N L DISCLAIMER 3 Q rn EL The Certificate of Insurance on the reverse side of this form does not constitute a contract between rn the issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does it N affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 'o s Q C O 'S O a 0 X UP M N N r C d E v m rn Q N U .E 0 V a a v M V O I O 0 i N C N E L O I Q I ACORD 25(2001108) Packe7tPg. 335 POLICY NUMBER:rmo 021739459 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ; 0 ADDITIONAL INSURED — DESIGNATED o PERSON OR ORGANIZATION U This endorsement modifies insurance provided under the following: ro COMMERCIAL GENERAL LIABILITY COVERAGE PART 2 n 0 SCHEDULE a m tr Name Of Additional Insured Persons Or Organization(s) City of 9m Bernardino 3 Q 300 B "D• Street N o_ rn San Bernardino, G 92419 C USA N O t 7 Q 0 O S 0 N N Information required to complete this Schedule, if not shown above,will be shown in the Declarations. M N N Section II —Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganizations) shown in the Schedule, but only with m respect to liability for "bodily injury", 'property dam- E age" or 'personal and advertising injury" caused, in m whole or in part, by your acts or omissions or the acts 0' or omissions of those acting on your behalf: Q N A. In the performance of your ongoing operations; or u �c B. In connection with your premises owned by or rented to you. U a CL m rn M V O O O N C 0) E s " U Q CG 20 26 07 04 O ISO Properties, Inc., 2004 Page 1 of 1 ❑0 __._ Packet l P 336 I S.B.d 2011-284 Exhibit A Form of Agreement PROFESSIONAL SERVICES AGREEMENT FOR PROCESSING RECYCLING MATERIALS 0 U) 46 THIS AGREEMENT is made and entered into this 17th day of _October 2011 CEffective Date"), by and between the CITY OF SAN ; BERNARDINO, a municipal corporation ("City"), and Republic Services of Southern to California, LLC, a limited liability company ("Contractor"). 3 WITNESSETH: WHEREAS, The Legislature of the State of California, by enactment of the 3 California Integrated Waste Management Act of 1989 ("AB 939") incorporated into the a California Public Resources Code as Section 40000 at seq., has declared that it is in the a public interest to authorize and require local agencies to make adequate provision for the disposal of Solid Waste within their jurisdictions; and "- o s WHEREAS, City and Contractor are mindful of the provisions of the laws a governing the safe collection, transport, recycling, and disposal of Solid Waste, o including AB 939 (as amended), the Resource Conservation and Recovery Act •- ("RCRA"), and the Comprehensive Environmental Response, Compensation and o 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, N and that it is Contractor, not City, who is "arranging for' the disposal, composting, and recycling of Recyclable Material which may contain hazardous substances; and further to confirm that Contractor has agreed to indemnify the City in connection with any claims relating to the inadvertent or intentional disposal of hazardous materials that may occur in connection with Contractor's performance under this Agreement. a rn WHEREAS, City and Contractor understand and agree that it is Contractor, and not City, who will take title to the Recyclable Materials, that City has not, and, by this Agreement does not, instruct Contractor on its methods of performing the duties under this Agreement. Any title in and to such Recyclable Materials that otherwise might exist v in or with City in the absence of this Agreement is hereby transferred to Contractor. ❑. d WHEREAS, Contractor has agreed, as part of this Agreement, to provide such services as are necessary to ensure City complies with the requirements of Public N Resources Code Section 40000, et seq. 0 WHEREAS, City proposes to have Contractor perform the services described in the City's Request for Proposal and incorporated herein by reference; and 0 L WHEREAS, Contractor represents that it has that degree of specialized expertise F contemplated within California Government Code, Section 37103, and holds all a necessary licenses to practice and perform the services herein contemplated; and I Professional Services Agreement For Processing Recycling Materiels 9-21.2011 Final PacketPg. 337 8.B.d 2011-284 WHEREAS, City and Contractor desire to contract for specific services in connection with the Recycling of Recyclable Materials and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and WHEREAS, no official or employee of City has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of v0 this Agreement. 46 N d NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: U SECTION 1.00 RECITALS a d The Parties acknowledge the above recitals are true and correct and incorporate t them herein as if they were fully restated. 3 a SECTION 2.00 DEFINITIONS a Whenever any term used in this Agreement has been defined by Division 30, Part 1, Chapter 2 of the California Public Resources Code, or Chapter 8.24 of the City r of San Bernardino Municipal Code, the definition of such term set forth therein shall a apply unless the term is otherwise defined in this Agreement. The terms defined herein o shall have the meaning set forth in this Agreement. Otherwise, the terms herein shall .2 have their ordinary meaning. y 2.1 AB 939. "AB 939" shall mean the California Integrated Waste Management Act of 1989, currently codified as California Public Resources Code Section 40000 et N seq. as it may be amended from time to time. = 2.2 City. "City" means the City of San Bernardino, a municipal corporation. d d 2.3 Contractor. "Contractor" shall mean Republic Services of Southern California, a LLC, the entity entering this Agreement with the City, or any party permitted pursuant to the terms hereof to become the successor or assignee thereof. ` U T U 2.4 Effective Date. "Effective Date" shall mean October 17, 2011. U 2.5 Hazardous Waste. "Hazardous Waste" means (i) all waste defined or characterized as hazardous waste by the federal Solid Waste Disposal Act (42 d U.S.C. § 3251 et seq.), as amended, including the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.) and all future amendments thereto, or regulations promulgated thereunder and (ii) all waste defined or characterized as hazardous waste by the principal agencies of the State of N California (including without limitation the Department of Health Services and the California Waste Management Board) having jurisdiction over hazardous waste E generated by facilities within such state, provided that the term "Hazardous Z Waste": _ i a A. Is intended to mean and include those substances that are not normally expected to be disposed of by generally accepted sanitary landfill disposal 2 Professional Services Ags end For Processing Recycling Materials 9-21.2011 Final Packet Pg. 338 8-B.d 2011-284 methods; B. Shall include radioactive wastes; and C. Shall be construed to have the broader, more encompassing definition c where there exists a conflict in the definitions employed by two or more in governmental agencies having concurrent or overlapping jurisdiction over o hazardous waste. 2.6 Municipal Code. "Municipal Code" shall mean the "San Bernardino Municipal Code" of the City of San Bernardino CL a C 2.7 Recycling. "Recycling" means the process of collecting and turning used products, including, but not limited to, newspapers, cans, corrugated cardboard L and bottles, into new products by reprocessing or remanufacturing them. 3 a 2.8 Recyclable Material. "Recyclable Material" or "Recyclables" shall mean all Solid a Waste, garbage, trash, refuse, construction and demolition debris, and any other Solid Waste which is capable of being recycled. "- `o t 2.9 RFP. "RFP" means the City's Request for Proposal attached hereto as Exhibit a "A" and incorporated herein as though set forth in full. o .5 2.10 Response. "Response" means Contractor's response to honor terms of the N current agreement in place with Burbank Recycling Inc. to process curbside and commercial recycling and remit payments to the City based upon the overall recycling percentage. N 3.0. SERVICES PROVIDED BY CONTRACTOR Z d E 3.1 Scope of Services. Contractor shall provide the services described in Contractor's Response. Specifically, Contractor shall collect City's recyclable material a at a designated location, acceptable to the City, transport the material for processing at an approved recycling facility, and dispose of non-recyclable residue at an approved County of San Bernardino disposal facility per the Waste Delivery Agreement, which Contractor expressly acknowledges. z U Contractor will accept materials for recycling from the City's recycling Program serving CL single-family residences and commercial accounts. Contractor will provide a facility at the location specified below for Off-loading City N recycling trucks. The facility will be available to begin accepting materials by November 1, 2011. The designated facility is: N Republic Services of Southern California, LLC 3059 E. Steel Road s U Colton, CA 92324 Y r Q C Unloading Time/Truck Turn-around Time—Each City recycling truck entering the Contractor's facility shall have a maximum of 15 minutes turnaround time from the time 3 Professional Services Agroemenl For Processing Recycling Materials 9.21.2011 Final Packet Pg. 339 8.B.d LU11—Lt34 the truck arrives at the facility until the time the truck exits the facility. The 15-minute turnaround time shall apply under all circumstances. The Contractor shall either provide separate scales, ingress and egress from their facility or otherwise accommodate City vehicles to avoid queuing City vehicles behind 0 self-haul trucks rn w 0 Contractor shall provide a means to avoid "stacking" of recycling trucks on public streets as they enter their facility(s). Contractor shall provide City trucks preference over the general public to facilitate off-loading efficiencies and tum-around time. N U Accounting System — Contractor shall design an accounting system for all Recyclable Materials delivered by City trucks. The accounting system must be CL developed by the Contractor and approved by the City prior to program start-up. L Commingled materials on City trucks shall be accounted for based on factors derived 3 from periodic sampling, separate processing, or by other means as agreed to by the N City, to establish factors for the percent of each material. a rn The Contractor shall comply with all Federal, State and local regulations that apply to N L recyclable materials delivered to them by City recycling trucks under the terms of this s agreement. 3 a r Unmarketable Materials — In no case shall the Contractor take any City delivered ° recyclable materials to a disposal facility unless permission in writing is provided by the o City on a load-by-load basis. If the Contractor can demonstrate that a material is not marketable, such permission shall not be unreasonably withheld. This provision does not apply to residue that is incidental to processing recyclables. N N_ Contractor will provide for alternative off-loading methods in the event of reasonable Z— down —time due to repair and maintenance of equipment. Contractor shall maintain 0 adequate space to stockpile recyclable materials during such reasonable down time for acceptance of material without a break in service. 'Reasonable down time" shall be a defined as less than one day each operating month. E Contractor shall be responsible for disposal of residue, which shall be in compliance with the WDA, from processing of City recyclables at no charge to City. Contractor's facilities shall be open to receive materials from City trucks Monday through Saturday, year round. Facilities shall be open to receive City materials from c a, 6:30 a.m. to 5:00 p.m. a Contractor shall provide an area for tipping of City vehicles separate from the general N public. Contractor shall provide spotting of City trucks in areas at their facility with tight N maneuverability. d Contractor shall allow the City's representatives to inspect their facilities during normal s business hours to assure compliance with the service agreement. a With the exception of what is recognized by the recycling industry as "residue" or "contaminants", Contractor agrees to divert all materials from landfill delivered to them 4 Professional Services Agreement For Processing Recycling Materials 9-21-2011 Final Packet Pg. 340 2011-284 by City recycling trucks. Contractor shall provide use of a phone to City employees in the event a City driver needs to contact their supervisor regarding City business. U Contractor shall provide paved surfaces for all areas where City trucks will operate at rn their facility. All ingress and egress from the Contractor's facility shall be paved. o N N Contractor shall make reasonable accommodations to provide tours of their facilities to the public upon request by the City's representative. 2 The City will not furnish facilities or equipment for this Agreement. a Q d 3.2 Equipment. Contractor shall furnish all labor, materials and equipment necessary to perform the services contemplated by this Agreement. 3 a 3.3. Professional Practices. All professional services to be provided by a Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractors in similar circumstances in r accordance with sound professional practices. Contractor also warrants that it is familiar a with all laws that may affect its performance of this Agreement and shall advise City of o any changes in any laws that may affect Contractor's performance of this Agreement. 0 3.4 Restriction on Manner of Collection. In order to ensure City complies with 0 the provisions of AS 939, and to accurately account for and report the amount of Solid Waste including Recyclable Material collected within the City Limits and processed, N recycled and/or disposed pursuant to this Agreement, City Recyclable Material shall not be commingled with any other Recyclable Material until City Recyclable Material has been weighed and/or accounted for in some other manner. E d d 3.5 Pursuit and Management of Grants. Contractor shall assist City in a pursuing grants and other funding as may become available for recycling, public education and other recycling related programs. Contractor shall manage any such `- funding obtained, and implement any programs that may be funded, if requested to do so by City, and shall be entitled to compensation for such management services if the funding in question may be utilized to so compensate Contractor. 2 a 3.6. Warranty. Contractor warrants that it shall perform the services required CL by this Agreement in compliance with all applicable Federal and California employment laws including but not limited to those laws related to minimum hours and wages; N occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and N local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, E demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, a which may be incurred by reason of Contractor's performance under this Agreement. 5 Professional Smices Agreement For Processing Recycling Maa:rials MI.2011 Final Packet Pg. 341 8.B.d 2011-284 3.7. Non-discrimination. in performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation of this u provision may result in the imposition of penalties referred to in Labor Code, Section w 1735. N U 3.8. Business License. Contractor/ConsultantNendor warrants it possesses, or shall obtain, and maintain during the term of this Agreement a business registration to certificate pursuant to Title 5 of the City of San Bernardino Municipal Code, and any and .2 all other licenses, permits, qualifications, insurance and approvals of whatever nature a that are legally required of contractor/consultants/vendor to practice its profession, skill or business. 3 3.9. Delegation and Assignment. This is a personal service contract, and the N duties set forth herein shall not be delegated or assigned to any person or entity without a the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by o this Agreement at Contractor's sole cost and expense. r 3 Q 3.10 Duty to Notify City. Contractor acknowledges that it has a duty pursuant to 0 this Agreement to notify the City of any charges, accusations, or lawsuits commenced or instituted by the California Department of Resources, Recycling and Recovery (aka N "CalRecycle"), the State of California, the Attorney General, and any other similar regulatory agency. This duty to notify the City shall extend to and include investigations by the applicable regulatory agency prior to any formal action being taken. N 4.0 CITY RESPONSIBILITIES v E 4.1 Access to City Documents. City shall provide to Contractor access to all d information and documents in City's possession that are relevant and material with a respect to Contractor's performance of this Agreement. U 4.2 Access to City Owned Property. City will provide access to and make provisions for Contractor to enter upon City-owned property as may be required by Contractor to perform the services contemplated by this Agreement. CL a 3 5.0. TERM, TERMINATION AND CURE 5.1. Term. This Agreement shall commence on the Effective Date and end on N December 31, 2012, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. Subject to the provisions herein, this Agreement may N be renewed for up to three (3) successive one (1) year terms. Such renewal will be deemed automatic unless this Agreement is sooner terminated as provided for E hereinafter, or upon written notice of intent not to renew given by City at least 90 days prior to the expiration of this Agreement, or any renewal period thereof. w a 5.2. Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work s Professional Services Agn rent For Processing Recycling Materiels 9-21-2011 Final Packet Pg. 342 8.B.d 2011-284 contemplated by this Agreement, with or without cause, at any time, by providing thirty (30) days written notice to Contractor. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. U 5.3. Cure. In the event Contractor defaults in the performance of any of the w terms or conditions of this Agreement or fails to conform to the rules, and regulations, or N any of the directions or instructions that may be properly made by City in the exercise of its powers, or fails, neglects or refuses to pay the consideration of any part thereof within 30 days after the same shall become due, or becomes unable to fulfill its n obligations under this Agreement, or defaults in the performance of any of the other terms or provisions therein required, City shall have the following options without any a further notice or authorization from Contractor, and its choice of any option shall in no way waive its rights to select any other option at any time. .3 5.3.1 City may give Contractor notice of such default. If the Contractor does not cure said default within 30 days after it was first a discovered (forthwith for a default involving any condition involving M safety) or make reasonable progress to cure said default "- (reasonable progress to be determined at City's sole and absolute discretion), City may terminate this Agreement on a date of its a'choice-0 .3 5.3.2 The acceptance of all or part of recycling revenues by City for any period after a default shall not be deemed a waiver of any of these options, nor a waiver of the default of any subsequent default of the same or any other term, covenant and condition. Any waiver by N City of a default on the part of Contract shall not be construed as, -- or constitute a waiver of, any subsequent default of the same or any other term, covenant and condition. E d d 5.4.2 In the event City defaults in the performance of any of the terms or a conditions of this Agreement, and if a written notice of such default M is issued to City by Contractor by registered mail, and if City does not cure said default within thirty (30) days of receipt of said notice or makes reasonable progress in curing such default, then Contractor may immediately terminate this Agreement, and recover 2 at law any and all claims which may be due. a N 5.4 Compensation. In the event of early termination, Contractor shall pay City P compensation for all Recyclable Materials delivered by the City as of the date of N termination. 0 N 5.5 Documents. In the event of termination of this Agreement, all writings prepared by Contractor in its performance of this Agreement including, but not limited E to, data, reports and materials as may have been accumulated by Contractor in the performance of this Agreement, shall be delivered or otherwise made available to City within ten (10) days of Contractor's receipt of termination notice, at no cost to City. The a term "writings" shall be construed to mean and include: handwriting, typewriting, printing, photographing, electronic communication, and every other means of recording 7 Professional Services Agreement Fm Processing Recycling Materials 9.21-2011 Final Packet Pg. 343 S.B.d 2011-284 upon any tangible thing any form of communication or representation, including letter, works, pictures, drawings, sounds, or symbols, or combinations thereof. City shall have full ownership and control of all such writings delivered by Contractor pursuant to this Agreement. R U 6.0. COMPENSATION AND ACCOUNTING n 0 6.1. Revenue Calculation. Revenue calculation shall be calculated as set forth below: d Contractor will pay City $15 per ton less a 40% weight deduction for residual. Example: If the City delivers 1500 tons during a given month to Contractor the following year-one calculation will apply: 1500 tons less 40% = 900 tons x $15 per ton = $13,500 net payment. At the end of 60 days, a waste characterization will be performed that will t potentially increase the Contractor payment to the City. If the said waste 3 characterization demonstrates that the City's residual reduces to 30% or below, the a Contractor's payment to the City increases from $15 per ton to $20 per ton. If the said a waste characterization demonstrates that the City's residual reduces to 25% or below, �+ the Contractor's payment to the City increases from $15 per ton to $22.50 per ton. If the N said waste characterization demonstrates that the City's residual reduces to 20% or s below, the Contractor's payment to the City increases from $15 per ton to $25 per ton. If the said waste characterization demonstrates that the City's residual reduces to 15% or below, the Contractor's payment to the City increases from $15 per ton to $30 per ton. If ° the said waste characterization demonstrates that the City's residual reduces to 10% or o below, the Contractor's payment to the City increases from $15 per ton to $40 per ton. Quarterly waste characterizations and potential per ton price change will happen upon mutual agreement by both parties. At no time during the contract will the Contractor N charge the City or increase the residual deduction to more than 40%. d The parties agree that the characterization of 40% residue is material to this Agreement and that the City relied on such characterization in entering into the Agreement. Contractor shall be responsible to perform periodic characterizations in a accordance with best management practices. The City's representatives shall observe 3f any future characterizations. Any recalculation of revenue from subsequent T characterizations shall not result in the Contractor charging City for receipt of material, nor shall such characterization cause the level of residue to exceed 40%. In no event, shall the value of the City's material, net of residue disposed, be less than $zero ($0). 2 C Q 6.2 Payment to City. Contractor shall pay the Compensation for the preceding month to the City no later than thirty (30) calendar days from the end of each month. Payments to the City will include California Redemption Value applicable to curbside N Recycling programs. o N 6.3 Late Payments. Interest on amounts past due will be assessed at the rate of 1.5% per month. r U 6.4 Monthly Summary Reports. Contractor will provide the City with a monthly a report on the overall amount of Recyclable Materials delivered by the City recycling trucks. Monthly Invoices shall reflect the established percentages of each commodity type. Contractor shall submit the weight tickets and monthly summary report to the City 8 Professional Services Agreement For Processing Recycling Materials 9-21-2011 Final Packet Pg. 344 B.B.d 2011-284 within thirty (30) calendar days following the end of each month. 6.5. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in the Response unless the City or its Project Manager, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral in requests and/or approvals of such additional services or additional compensation shall o be barred and are unenforceable. 6.6. Records and Audits. Records of Contractor's services relating to this Agreement shall be kept on a generally recognized accounting basis and shall be made 2 available to City or its Project Manager for inspection and/or audit at mutually a convenient times for a period of three (3) years from the commencement of this Agreement. Contractor shall maintain books and accounts of all project related weights L by material type. Such records shall be available at all reasonable times for examination 3 by the City at the office of Contractor. N a 7.0. TIME OF PERFORMANCE N L 7.1. Commencement of Work. The professional services to be performed s pursuant to this Agreement shall commence within five (5) days from the Effective Date a of this Agreement. o ._ 7.2. Excusable Delays. Neither party shall be responsible for delays or lack of N performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, riots, acts of war, or any other conditions beyond the reasonable control of a N party. r 8.0. INSURANCE E a, d 8.1. Minimum Scope and Limits of Insurance. Contractor shall obtain and a maintain during the life of this Agreement all of the following insurance coverages: o (a) Comprehensive general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal 2 injury with a policy limit of not less than One Million ($1,000,000.00) Dollars per occurrence and Two Million ($2,000,000.00) Dollars, aggregate. v co N (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million N ($1,000,000.00) Dollars, combined single limits, per occurrence and aggregate. E L V (c) Workers' compensation insurance as required by the State of y California. a 9 Professional Services Agreement For Processing Recycling Materiels 9-21-2011 Final Packet Pg. 345 8.B.d ZU11—Zd4 8.2. Endorsements. The comprehensive general liability and automobile liability insurance policies shall contain or be endorsed to contain the following provisions: R (a) Additional insureds: 'The City of San Bernardino and its elected o and appointed boards, officers, agents, and employees are W w additional insureds with respect to this subject project and contract with City." d v (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, w nor the coverage reduced, until thirty (30) days after written notice is given to City." c d (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the 3 insurance provided by this policy." < a 8.3. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described o above, in a form and content approved by City, prior to performing any services under US this Agreement. a' G 8.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which N Contractor may be held responsible for payments of damages to persons or property. 9.0. GENERAL PROVISIONS N N 9.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any E and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification, The a terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. T v 9.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this a Agreement, except as otherwise expressly provided in this Agreement. Contractor shall designate a representative for purposes of this N Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise N expressly provided in this Agreement. d E 9.3. Proiect Manaoers. City designates the Public Works Director to act as the Project Manager to work directly with Contractor in the performance of this Agreement. y a Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor 10 Professional Services Agreement For Processing Recycling Materiels 9-21-2011 Final Packet Pg. 346 2uFL-ta4 or its Project Manager shall attend and assist in all coordination meetings called by City. 9.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. if such communication is sent through regular United States mail, it shall be deemed served or U) delivered 48 hours after deposit in the U.S. Mail as reflected by the official U.S. c postmark. In all other instances, notices, bills, and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are given by giving notice pursuant to this paragraph. IF TO CONTRACTOR: IF TO CITY: Republic Services of City of San Bernardino t Southern California Public Works Director 3 3059 E. Steel Road 300 North "D" Street Cotton, Ca 92324 San Bernardino, CA 92418-0001 a C Attn: Peter Sterenberg Attn: Nadeem Majaj o ME 9.5. Attorneys' Fees. In the event that litigation is brought by any party in a connection with this Agreement, the prevailing party shall be entitled to recover from the o opposing party all costs and expenses, including reasonable attorneys' fees, incurred by •2 the prevailing party in the exercise of any of its rights or remedies hereunder or the o enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and 0 expenses of the City Attorney and members of his office in enforcing this Agreement shall be considered as "attorneys' fees" for purposes of this Agreement. N N 9.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without regard to principles of conflict of laws. m d 9.7. Venue. The parties hereto agree that all actions or proceedings arising in a connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bemardino, State of California or the U.S. District Court for the Central District of California. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. U 9.8. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement d without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor of Contractor's obligation to perform all other N obligations to be performed by Contractor hereunder for the term of this Agreement. In the event of mutual agreement between the parties to sublet a portion of the services to E be performed pursuant to this Agreement, Contractor shall add the subcontractor as an z additional insured to Contractor's insurance policy and provide City with the insurance r endorsements prior to any work being performed by the subcontractor. Assignment a does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 51 Professional Services Agreement For Processing Recycling Materials 9-21-2011 Final PacketPg. 347 2011-284 9.9. Indemnification and Hold Harmless. Contractor shall protect, defend, indemnify, save and hold harmless City and its elected and appointed officials, officers, and employees from any and all claims, liabilities, expenses, including attorney fees, CZ damage to property or injuries to or death of any person or persons or damages of any U nature including, but not by way of limitation, all civil claims or workers' compensation on claims arising out of or in any way connected with the intentional or negligent acts, o errors or omissions of Contractor, its employees and/or authorized agents or subcontractors in the performance of this Agreement. L on 9.10. Employment Indemnification. Contractor expressly waives all rights to 2 subrogation against City, its Officers, employees and volunteers for losses arising from work performed by Contractor for City by expressly waiving Contractor's immunity for d injuries to Contractor's employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to claims brought by or on 3 behalf of any employee of Contractor. The parties mutually negotiate this waiver. This a shall not apply to any damage resulting from the sole negligence of City, its agents and a employees. N L 9.11. Hazardous Substances Indemnification. Without regard to any insurance s coverage or requirements, and without limiting the above general indemnification a 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, .2 save and hold City and its past and present officers, council members, employees, o consultants and agents (hereinafter "Indemnified Parties") 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 N 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 v in any way relate to any action, inaction or omission of Contractor that: a rn (a) results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnified Party is liable, responsible or in anyway obligated to investigate, assess, monitor, study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Contaminant (as defined herein); or a (b) relates to material collected, transported, recycled, treated or d disposed of by Contractor. v Contractor's obligations pursuant to this Section shall apply, without limitation, to: N 0 (a) any Claims brought pursuant to or based on the provisions of the N Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 s U.S.C. § 9501 et seq., the California Hazardous Substances Account Act (California Health & Safety Code Sections 25300 et seq.), the California Hazardous Waste Control a Laws (California Health and Safety Code Sections 25100 et seq.), the California Porter- Cologne Act (California Water Code Section 13000 at sec.), and any and all 12 Professional Services Agreement For Processing Recycling Materiels 9-21-2011 final Packet Pg. 348 8.B.d Luis-coq amendments and regulations thereto, and any other Federal, State, regional or local environmental statutory or regulatory provision; (b) any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or operation of Contractor of any facility; to 0 (c) any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, disposal, processing or use of any materials recovered by Contractor; �, U (d) any Claims based on or arising out of or alleged to be arising out of CL any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement. .3 The foregoing indemnity shall apply irrespective of the negligence or willful N misconduct of Contractor or any affiliate of Contractor. o For purposes of this Section, the term "Hazardous Contaminant" shall mean any "hazardous material," as that term is defined under California Health & Safety Code r Section 25501(1); any "hazardous substance," as that term is defined under California a Health & Safety Code Sections 25281(f), 25501(e), 25501.1 and under Title 42, Section 9601(14) of the United States Code; any "hazardous waste," as that term is defined under Title 42, Section 6093(5) of the United States Code and under California Health & o Safety Code Section 25550(m); any chemical which the Governor has identified as a chemical known to the State to cause cancer or reproductive toxicity pursuant to California Health & Safety Code Section 25249.8; any crude oil or refined or unrefined N 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 the above-referenced statutory and regulatory provisions made before £ or after the date of execution of this Agreement. v The provisions of this Section shall not terminate or expire and shall survive the termination or expiration of this Agreement. T U 9.11. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall secure, at 9 his expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and CL other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed N hereunder. 0 9.12 Public Records Act Disclosure. Contractor has been advised and is aware N that all reports, documents, information and data including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et. seq.). Exceptions to a public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and which 13 Professional Services Agreement Fw Processing Recycling Materials 9-21-2011 Find Packet Pg. 349 8.B.d 2011-284 Contractor informs City of such "Trade Secret." "Confidential,' or "Proprietary" status. The City will endeavor to maintain as confidential all information obtained by it that is designated as proprietary. The City shall not, in any way, be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by order of the Court. 0 9.13. Confidentiality. All findings, reports, information and exhibits prepared or 0 assembled by Contractor in connection with the performance of its professional services pursuant to this Agreement are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior consent of City. rn U 9.14. Responsibility for Errors. Contractor shall be responsible for its work and a results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that 3 an error or omission attributable to Contractor occurs, then Contractor shall, at no cost a U) to City, provide all necessary design drawings, estimates and other Contractor a professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. o r 9.15. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect. o 3 9.16. Order of Precedence. In the event of an inconsistency in this Agreement 0 and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If and to the extent this Agreement incorporates by reference any provision of the RFP or the Response, such provision shall be deemed a part of this Agreement. Nevertheless, N if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over both the Response and the RFP and the Response shall govern over the E RFP. rn 9.17. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. d 9.18. No Third Party Beneficiary Rights This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or a incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. a eo N 9.19. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain N or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. E L 9.20. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or a interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall 14 Professwnal Services Agreement For Processing Recycling Materiels 9-21-2011 Final Packet Pg. 350 B.B.d 2011-284 be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 9.21. Amendments. Only a written amendment executed by the parties hereto — R or their respective successors and assigns may amend this Agreement. 0 U) 9.22. Waiver. No waiver of any provision of this Agreement shall be effective o unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect -> to any occurrence or event shall not be deemed a waiver of any right or remedy in U) respect to any other occurrence or event, nor shall any waiver constitute a continuing 2 a waiver. a d 9.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination 3 shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. a rn 9.25. Counterparts. This Agreement may be executed in one or more "- counterparts, each of which shall be deemed an original. All counterparts shall be s construed together and shall constitute one agreement. a 9.26. Corporate Authority. The persons executing this Agreement on behalf of 3 the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. M N IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. E E d P CITY OF SAN BERNARDINO, CONTRACTOR A municipal corporation E T V d t)! V atrick J. gorris, May Thomas J. Vogt, President Chy-Q—fSafi Bernardino Republic Services of Southern California, LLC e 00 N Rachel G. Clark, City Clerk City of San Bernardino N C 0 APPROVED AS TO FORM: ns a James F. Penman, City Attorney 15 ProPossional Services Agreement Far Proccssing Recycling Materiels 9-214911 Final PacketPg. 351 8.B.d I 1 RESOLUTION NO. 2011-284 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY U OF SAN BERNARDINO AUTHORIZING EXECUTION OF A PROFESSIONAL w 3 SERVICES AGREEMENT WITH REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC, PURSUANT TO SAN BERNARDINO MUNICIPAL CODE d 4 U SECTION 3.04.010 PARAGRAPH B3, TO ALLOW REPUBLIC SERVICES OF 5 SOUTHERN CALIFORNIA,LLC TO PROVIDE COMMINGLED RECYCLING AND n COMMERCIAL RECYCLING PROCESSING. 6 CL d 7 WHEREAS,the City has an existing non-exclusive Professional Services Agreement with s 8 3 Burbank Recycling Inc. (BRI)to process recycling materials for the City; 4 rn 9 a- WHEREAS,pursuant to San Bernardino Municipal Code Section 3.04.010 Paragraph 33,the 10 "- City would like to enter into one or more Professional Services Agreements to process recycling; s 11 a BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CrrY OF a 12 SAN BERNARDINO AS FOLLOWS: 2 ._ 13 SECTION 1. That the Mayor and Common Council authorize execution of the Professional m 14 Services Agreement attached hereto as Exhibit"A"with Republic Services of Southern California, 15 M N LLC, pursuant to San Bernardino Municipal Code Section 3.04.010 Paragraph B3,to allow Republic 16 Services of Southern California,LLC to provide commingled recycling and commercial recycling m 17 m d 18 processing. a 19 SECTION 2. The authorization to execute the above-mentioned Agreement is U A 20 rescinded if the parties to the Agreement fail to sign it within sixty(60)days of the passage of 21 2 this resolution. CL 3 22 !!! 23 !!/ N 24 0 25 C d 26 E v m 27 !/I IL a 28 Packet Pg. 352 8.B.d 2011-284 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING EXECUTION OF A PROFESSIONAL v SERVICES AGREEMENT WITH REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, w 3 LLC, PURSUANT TO SAN BERNARDINO MUNICIPAL CODE SECTION 3.04.010 0 PARAGRAPH B3,TO ALLOW REPUBLIC SERVICES OF SOUTHERN CALIFORNIA,LLC m 4 TO PROVIDE COMMINGLED RECYCLING AND COMMERCIAL RECYCLING PROCESSING. v 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and a CL 7 Common Council of the City of San Bernardino at a regular _ meeting d s 8 thereof,held on the 17thday of October 2011,by the following vote,to wit: 3 a 0- 9 °' Council Members: AYES NAYS ABSTAIN ABSENT 10 "- 11 MARQUEZ x 0 x a 12 JENKINS o 13 BRINKER x N d 14 SHORETT - x 0 15 KELLEY x N 16 17 JOHNSON x m v 18 MCCAMMACK x a m 19 U 20 T Rac el G. Clark, CMC, City Clerk 21 .2 The foregoing resolution is hereby approved this day of / zr- ,2011. 9 CL C 22 Cr 23 Patri Morrs,M 24 i y of San Bernardino N 25 Approved as to form: 26 JAMES F. PENMAN, E City Attorney 27 By. a 28 Packet Pg. 353 8.B.e REPUBLIC SERVICES REPUBLIC SERVICES OF U O SOUTHERN CAUFORNAt Fn O N November 29,2012 SaaFemaNdro Orcice Mr. Todd Housley U)„ Integrated Waste Division Manager 20E.SW Road a City of San Bernardino C 300 North"D”Street CoAm CA 92324 San Bernardino, CA 92418 w kkRMX91370-3377 3 Q Dear Todd, Famluk W)3703285 a M S Thank you once again for the opportunity to meet and discuss the amendment N to the Professional Service Agreement for Processing Recyclable Material r and Processing Organic Material. Republic Services understands the City's a desire to secure a longer-term disposal agreement option than we previously 0 "�--- discussed. - S 0 Republic Services is pleased to offer the City of San Bernardino following two options for the disposal of trash beginning January 1,2013. Below I have summarized the points we discussed consistent with your desired extensions N of the term of the agreements. d • $37.75/ton disposal rate for an initial term of five(5)years with one additional five (5)year renewal option by mutual consent N • $37.50/ton disposal rate for an initial term of ten(10)years with Q five additional one(1) year renewal options by mutual consent v • $37.22/ton green waste rate for either the five(5)year term or the ten(10) year term a • Prices will adjust annually,beginning January 1, 2014 based on a CPI and Fuel Recovery Fee adjustments. • Republic Services will receive 50%of the controllable solid waste collected by the City. E t U Included with this communication is a revised draft agreement for your a consideration, which provides for the additional term options you identified. Republic is prepared to work with the City under whichever option the City selects. Packet Pg.354 Mr. Todd Housley -2- November 29, 2012 If the above approach to the option selected is acceptable, Republic is pleased to also provide a draft stipulation for assumption of the existing Organics and Recycling contracts to expedite that process. m U O Thank you once again for your time. Republic Services looks forward to the w opportunity to continue our partnership with the City of San Bernardino. Please feel free to contact me at(951)218-2172 if there are any questions or comments. v v Sincerely, o J 3 Peter Sterenberg (n IL General Manager c) C N Enclosure o L 7 a r O Y _3 O N d M N N_ d d J d N C O 6 N e U_ 7 0 W c v E t U A Y Q Packet Pg. 355 AGREEMENT TO AMEND PROFESSIONAL SERVICES AGREEMENTS The City of San Bernardino ("City")and Republic Services of Southern California,LLC, a limited liability company("Contractor) hereby agree as follows: RECITALS R U WHEREAS, on October 17, 2011, the City and Contractor entered into a"Professional a' Services Agreement for Processing Recyclable Materials"("Recycling Agreement"), wherein Contractor agreed to receive from the City Recyclable Material and to transport this material for processing at an approved recycling facility; and U) WHEREAS,on December 18, 2006, the City and Contractor entered into a"Professional a Services Agreement for Processing Organic Materials"("Organics Agreement"), wherein a Contractor agreed to receive from the City Organic Material and to process and divert this material from landfill disposal for California recycling credits, and to dispose of any non- recyclable residue at an approved disposal facility; and 3 cn a a WHEREAS,the Recycling Agreement and Organics Agreement will each expire on December 21,2012,unless extended by the City for one or more additional one year extension periods; and 0 0 WHEREAS,the City's Waste Delivery Agreement with San Bernardino County ("County"), requiring the City to dispose of its municipal solid waste at the County's Landfill, will expire on December 31, 2012, and the City has elected not to extend the term of its Waste o Delivery Agreement with the County; and WHEREAS, on August 1, 2012,the City filed a petition for relief under Chapter 9 of the N U.S. Bankruptcy Code,which petition is now pending in the U.S. Bankruptcy Court for the Central District of California;and d J WHEREAS,the City wishes to assume both the Recycling Agreement and Organics N Agreement c 0 CL N WHEREAS,the City wishes to extend the term of the Organics Agreement and extend X and amended the Recycling Agreement,whereby Contractor will agree to receive,transfer and u dispose of the City's non-Recyclable Solid Waste at a disposal site selected by Contractor,and c 3 Contractor has agreed to provide such extended and additional services on the terms and conditions set forth in this amendment. c d WHEREAS,the City hereafter wishes to combine all Contractors' services for Organics, Recycling and Solid Waste in one extended and expanded agreement. NOW THEREFORE, based on and in consideration of the foregoing recitals, the mutual promises herein and for other good and valuable consideration,the receipt of which is I Packet Pg. 356 8.B.e acknowledged by both parties, and subject to the condition precedent that this Amendment is approved by the U.S. Bankruptcy Court,the parties agree as follows: 1. Assumption and Extension of Recycling Agreement and Organics Agreement. The City hereby assumes and ratifies both the Recycling Agreement and the Organics o Agreement with Contractor,pursuant to section 365 of the United States Bankruptcy Code. o N d U 2. Extension and Expansion of Services and Terns of Contracts. ' d m Hereafter,the City agrees to exercise its option to extend the Recycling Agreement and n the Organics Agreement for additional multi-year periods contemporaneous with the term of the City Non-Recyclable Solid Waste disposal service agreement set forth below. X Z 3. Disposal of City Non-Recyclable Solid Waste. 3 a CL Post assumption,the City hereby agrees to amend the Recycling Agreement to insert a new a Section 3.11 in that Agreement, which shall read as follows: s C O 3.11 Disposal of City Non-Recyclable Solid Waste a City will deliver to Contractor, one half of all non-Recyclable Solid Waste generated in the °- City each month (or portion thereofi during the Term of this Agreement, which is collected by o City and which requires disposal in a landfill. "m Contractor shall receive such Solid Waste at Contractor's facility at 2059 E. Steel Road in Colton, California, and shall transport and lawfully dispose ofsuch Solid Waste at a permitted disposal site selected by Contractor. Z J A. Term. v N c The term of this agreement shall be: a N d • An initial term off:ve(5)years with one additional five (5)year renewal U option by mutual consent. 3 Q • ALTERNATIVE TERM[An initial term of ten(10)years with five additional one (1)year renewal options by mutual consent.] d Renewal options will be deemed mutually exercised and approved unless written notice of intent not to renew is given by the discontinuing party not later than six(6) months prior to the ° expiration ofthe initial, or any renewed, term. a 2 Packet Pg. 357 8.B.e B. De fa and Termination. This agreement may not be terminated except for good cause, defined as follows: i. As to the performance of the City, (a) the failure of City to deliver and to pay Contractor's gate rates for, all of the Recyclables and non-Recyclable Solid A Waste that City has committed to deliver to Contractor hereunder, or (b) the 0 0 breach by City of any other material term or provision of the agreement to be m performed by City: and ° N d U ii. As to the performance of the Contractor, (a) the failure of Contractor to accept and receive all Recyclables and non-Recyclable Solid Waste (other m than "Excluded Waste"as defined below)delivered by City to Contractor .2 pursuant to this Agreement, or(b) the breach by Contractor of any other o material term or provision of the agreement to be performed by Contractor. M s C. Price per Ton. 3 a v, For an initial term offive (5)years with one additional five (5)year renewal option by rn mutual consent, the City shall pay Contractor the initial rate of$37.75 per Ton for each Ton of N Solid Waste hauled exclusively by City employees and vehicles and delivered by City to r Contractor far transportation and disposal. This rate includes all governmental fees, taxes, surcharges, and assessments as oflhe Amendment Effective Date that are currently applicable to Solid Waste to be disposed of by Contractor under this Agreement. w S For an initial term of ten (10)years with five additional one(1)year renewal options by mutual consent, the City shall pay Contractor the initial rate of$37.50 per Ton for each Ton of .Solid Waste hauled exclusively by City employees and vehicles and delivered by City to N Contractor for transportation and disposal. This rate includes all governmental fees, taxes, surcharges, and assessments as of the Amendment Effective Date that are currently applicable to Solid Waste to be disposed of by Contractor under this Agreement m v For the term of the newly established agreement, the City shall pay Contractor the initial r rate of$37.22 per Ton for each Ton of Green Waste hauled exclusively by City employees and N vehicles and delivered by City to Contractor for transportation and processing. This rate includes all governmental fees, taxes, surcharges, and assessments as of the Amendment 2 Effective Date that are currently applicable to Green Waste to be processed by Contractor under a this Agreement. d rr D. Price Adiusimenis. E U There will be a yearly CPI(as used herein, "CF!"means the Consumer Price Index for all Urban Consumers for the Los Angeles—Riverside—Orange County Area, as published by the a U.S. Bureau of Labor Statistics) adjustment beginning January 1, 2019 and every January I" thereafter during the term of this agreement. The CPI adjustment will be equal to the annual percentage increase, if any, in the CPI based on the average of the month to month change for 3 the period of September—August immediately preceding the January P adjustment date, multiplied by the rate per Ton then in effect. Thus, ifYhe CPI index has increased by 2%for the preceding twelve month period in question, the rates will be adjusted upwards by 2%of the pre- existing rate for the next calendar year starting January I". The Contractor's Gate Rates to the City assume a 54.00 per gallon diesel fuel cost. Therefore, in addition to increases in the Contractor's Gate Rates due to increases in the CPI, 0 Contractor's Gate Rates shall also be increased commencing January 1, 2014 and annually `o thereafter, to reflect increases in fuel costs, if any, at the same time that said Gate Rates are adjusted to reflect increases in the CPI. Said fuel price increase shall be 0.S%of the Gale Rate `' for every ten cent per gallon increase, ifany, in the cost offuel as determined through v comparison to the "Retail On-Highway Diesel Price"for California published by the Energy ) Information Administration of the U.S. Department of Energy, as measured by the per gallon price in effect as of September 20 of the preceding year(i.e.,for the January 1, 2014 adjustment date, the benchmark would be the September 30, 2013 price per gallon). Contractor may also increase the Gate Rate at any time, to pass through any new or increased governmental fees, taxes, surcharges, or assessments applicable to Solid Waste a processed or disposed of by Contractor under this Agreement. Contractor shall give the City thirty days advance written notice of any increase in City's Gate Rates based on any new or increased governmental fees, taxes, surcharges, or assessments. s E. Volume Commitment and Capacity Guaran[v. 0 At the end of each calendar quarter(or portion thereof if this Amendment becomes effective N or terminates midway through a calendar quarter), the City's compliance with its waste delivery obligations shall be assessed. In the event ofany shortfall in the City's waste deliveries to Contractor compared to the City's waste delivery commitment, the City will deliver to deliver the N shortfall tonnage to Contractor by the end of the following calendar quarter (or portion thereof N if this Amendment is terminated earlier) in addition to City's waste delivery obligations for each month of the following calendar quarter. Contractor guarantees to City that Contractor shall provide adequate disposal capacity for o the Non-Recyclable Solid Waste that City is obligated to deliver or cause to be delivered to CL Contractor hereunder. U F Payment Terms. a d rr Contractor.shall invoice City monthly for the transportation and disposal of Solid Waste delivered to Contractor for disposal under this Agreement. The total invoice amount shall be the E product ofall Tons of Solid waste delivered to Contractor during the prior month, multiplied by u the rate per Ton then in effect. Unpaid invoices shall bear interest at the rate of 1.5%per month. a �) G. No Hazardous Waste� /ndemnity. V 4 Packet Pg. 359 City shall not deliver to Contractor any Hazardous Waste, infectious or medical waste or other waste that Contractor is not allowed under applicable permits, laws or regulations to transport or dispose of ai the landfill selected by Contractor("Excluded Waste'). Contractor may from time to time notes City in writing of any additional categories of waste that Contractor is not permitted to receive under applicable permits, laws and regulations. Under no circumstances will Contractor take ownership of or be responsible for the 0 transportation or disposal ofany Excluded Waste delivered to Contractor. City shall defend, w indemnify and hold harmless Contractor from all costs, losses and claims associated with the removal, cleanup, transportation and/or•disposal of any Excluded Waste delivered to u Contractor under this Agreement. d m H. Non-Ass•iunment. U CL The pricing and terms of this Amendment are offered to City by Contractor in consideration of the City's valid assumption of the Recycling Agreement and the Organics Agreement betweenL Contractor and City, of the City's efforts to provide a plan that will satisfy the requirement of the U.S. Bankruptcy Court in the City's pending bankruptcy proceedings, and of the City s a anticipated creditworthiness going forward. The terms and conditions herein are only applicable to City Recyclables and non-Recyclable Solid Waste collected by City employees using City owned vehicles that are delivered by such employees and vehicles to Contractor. This t agreement may not be subcontracted and shall not be transferrable, assignable or delegable by a City to any other public agency or private company without the prior written consent of o Contractor, which Contractor may withhold without cause and in its sole and absolute - discretion. 0 N v 4. Other Terms and Conditions Unchanged, M Except as expressly extended and amended by this Amendment, all other terms and conditions of the Recycling Agreement and the Organics Agreement shall remain unchanged. In R the event of any conflict between the new Section 3.11 of the Recycling Agreement and any other provision of the Recycling Agreement, the terms and conditions in Section 3.11 shall prevail and control. c CL 5. Conforming Related Agreements Cr U The parties agree to conform the Organics, Recycling and City Non-Recyclable Solid Waste 'e disposal agreements into a document internally consistent as to the terms and service provisions W set forth in 3.11 above. c d 6. Counterparts. E t v This Amendment,and any related agreements, may be executed in one or more a counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5 Packet Pg. 360 8.B.e 7. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that they are duly authorized to execute this Amendment on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Amendment. 8. City Council and Bankruptcy Court Approval. o 0 w This agreement shall become effective upon approval by the City Council, and bankruptcy court approval of the City's assumption of the current Recycling and Organics z contracts. v U IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed by and through their respective authorized officers,as of the date first above written. d CITY OF SAN BERNARDINO, CONTRACTOR 3 A municipal corporation Republic Services of Southern California, LLC Q U) a Patrick J. Morris,Mayor James Ambroso,Area President City of San Bernardino N 0 �^ r Georgeann "Gigi" Hanna,City Clerk o City of San Bernardino .0 0 APPROVED AS TO FORM: James F. Penman,City Attorney N N_ N N J d N C O 2 W U U 7 2 U Q: C N E Z U A Q 6 Packet Pg. 361