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MINUTES - 12201994 - 2.8
2.8 Y . t TO: BOARD OF SUPERVISORS _ nom,,.,+ ra FROM': VAL ALEXEEFF, GMEDA DIRECTOR / Costa DATE: DECEMBER 20, 1994 County t SUBJECT: REPORT FROM GMEDA DIRECTOR ON OPTIONS FOR SOLID WASTE COLLECTION FRANCHISE SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Consider options, as outlined below, regarding solid waste collection franchising for unincorporated areas of County located in Central County, specifically the areas of Pacheco and Clyde, the Pleasant Hill B.A.R.T. Station, Saranap, Alamo, Blackhawk, and small geographic areas near Walnut Creek and Lafayette: OPTION 1 Direct staff to complete negotiations with Valley Waste Management to execute the attached draft waste collection franchise agreement for the areas of Pleasant Hill B.A.R.T., Saranap, Alamo, Blackhawk, and other small geographic areas near Walnut Creek and Lafayette; and, Direct staff to include in the franchise agreement i 1 . an effective date of either (a) July 1 , 1995 upon expiration of the transitional permit or (b) March 1 , 1996 upon the expiration of the existing franchise between the Central Contra Costa Sanitary District and Valley Waste Management CONTINUED ON ATTACHMENT: ✓ YES SIGNATURE JA6/4-4A ACTION OF BOARD ON December 20 1994 APPROVED AS RECOMMENDED OTHER X See addendum No. 1 attached for action taken by the Board. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE X UNANIMOUS (ABSENT AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. Contact: Val Alexeeff (510/646-1620) ATTESTED December 20, 1994 cc: Community Development Department (CDD) PHIL BATCHELOR, CLERK OF THE County Counsel BOARD OF SUPERVISORS.AND Central Contra Costa Solid Waste Authority COUNTY ADMINISTRATOR Central Contra Costa Sanitary District City Manager of Walnut Creek Dezi Reno, General Mgr., Valley Waste Management BY ' DEPUTY Ken Ethrington, General Mgr., BFI Randall Morrison, Attorney for VWM Tom Bruen, Attorney for BFI Kent Alm, Attorney for CCCSWA DD7:VALLEY.BO Report from GMEDA Director on Options for Solid Waste Collection Franchise December 20, 1994 Continued - Page Two RECOMMENDATIONS (continued) 2. provision for a rate structure which maintains the existing reduced collection rate and an additional 5% to 10% reduction in collection costs and 3. provision for a rate which maintains the existing 3% solid waste administration fee for solid waste programs and franchise administration. 4. provision that the rates established for the unincorporated areas shall be the same as the lowest rates charged to any jurisdiction served by Valley Waste Management within Contra Costa County (most favored nation clause); OPTION 2 Pursue membership the Central Contra Costa Solid Waste Authority and participation in the Authority's Request for Proposal (RFP) process currently underway for the unincorporated areas of the County excluding Pacheco and Clyde, and end negotiations with Valley Waste Management. OPTION 3 Propose to the Central Contra Costa Sanitary District and the Central Contra Costa Solid Waste Authority full membership of the County in the Authority with the County assuming the current franchise with Valley Waste Management for the unincorporated areas of Pleasant Hill B.A.R.T., Saranap, Alamo, Blackhawk and other unincorporated areas near Walnut Creek and Lafayette, and fully participating in the current RFP process for these areas; and, with the County assuming the franchise for Pacheco and Clyde and removing these areas from the current RFP process and from the boundaries of the Authority. OPTION 4 Direct staff to prepare a Request for Proposal and outline an RFP procedure for the County to carry out, on its own, such a process for the unincorporated areas of Pacheco and Clyde, Pleasant Hill B.A.R.T., Saranap, Alamo, Blackhawk, and the unincorporated areas near Walnut Creek and Lafayette to effect new waste collection franchises for these areas in 1996 upon the expiration of the current franchises between the Central Contra Costa Sanitary District and BFI/Pleasant Hill Bayshore Disposal and Valley Waste Management. FISCAL IMPACT Impacts to the County General Fund cannot be established at this point; impacts are most likely to be on solid waste programs as a result of any of the above options. BACKGROUND/REASONS FOR RECOMMENDATIONS On July 26, 1994, the Board approved a Board Order (attachment #2) directing staff to expedite work on franchising or establishing MOUs with special districts for the unincorporated areas of the County. In carrying out this Board Order, staff was presented with a number of policy questions. On November 1 , 1994 (see attachment #3) the Board considered policy options related to waste collection franchising and directed staff to proceed on the basis of the options selected by the Board. DD7:VALLEY.BO Report from GMEDA Director on Options for Solid Waste Collection Franchise December 20, 1994 Continued - Page Three BACKGROUND/REASONS FOR RECOMMENDATIONS (continued) Option 1 Under Option 1 , the County would directly franchise with Valley Waste Management for waste collection in the unincorporated areas of Pleasant Hill B.A.R.T., Saranap, Alamo, Blackhawk, and unincorporated areas near Walnut Creek and Lafayette. The Board needs to direct staff with regard to the effective date for the Franchise. This option may result in a challenge by the Central Contra Costa Sanitary District with regard to authority for franchising. Option 2 Under Option 2, the County would defer franchising of unincorporated areas within the boundaries of the Central Contra Costa Solid Waste Authority to the Central Contra Costa Sanitary District and Authority. Under this Option, however, the unincorporated areas of Pacheco and Clyde would be taken over by the County and could be included under the existing waste collection franchise between the County and BFI/Pleasant Hill Bayshore Disposal now covering Bay Point. This Option would require an MOU with either the Sanitary District or the Authority; it may be necessary that the MOU be directly with the Authority because while one public agency may delegate certain of its powers to another agency, the second agency may not be able to further delegate those powers under existing law. Option 3 Under this Option, the County would seek to work with the Central Contra Costa Sanitary District to take over the existing franchises with BFI/Pleasant Hill Bayshore Disposal and Valley Waste Management which extend only until 1996, and become a full member of the Central Contra Costa Solid Waste Authority. The County would fully participate in the current RFP process and utilize the entity or entities selected by the Authority for waste collection and/or recyclable collection in the unincorporated areas of Pleasant Hill B.A.R.T., Saranap, Alamo, Blackhawk, and other areas near Walnut Creek and Lafayette. Under this Option Pacheco and Clyde would be franchised directly by the County and eliminated from the Authority's boundaries and current RFP process. Option 4 Under this Option, the County would prepare and conduct its own Request for Proposal process for the unincorporated areas previously identified. This Option also raises potential legal implications with regard to the franchising authority of the County and of the Central Contra Costa Sanitary District. DD7:VALLEY.BO ADDENDUM TO BOARD ORDER 2.8 FOR DECEMBER 20, 1994 The Board discussed the attached draft Franchise Agreement and options presented to them by staff and heard from the following persons who wished to testify with respect to the matter: Dale Robbins, 2727 Alhambra Avenue, Martinez, representing the Teamsters Local 315. John Wolfe, 820 Main Street, Martinez, representing the Contra Costa Taxpayers Association. Gene Wolfe, Box 8039, Walnut Creek, representing the Central Contra Costa Solid Waste Authority. Sue Rainey, 160 Bexley Place, Walnut Creek, representing the JPA and Central Contra Costa Sanitary District. Kent Alm, 1111 Civic Drive, Suite 300, Walnut Creek, representing the Contra Costa County Solid Waste Authority. Lance Dow, 2232 Concord Drive, Pittsburg. Rob Fates, 8 Wood Court, Alamo, representing the Alamo Improvement Association. Kathleen Nimr, 2204 Olympic Drive, Martinez, representing the Sierra Club, Bay Chapter. Ray Davis, Orinda. Frank Aiello, 1734 Bridgeview, Pittsburg. Chair Powers invited comments from Board members . Supervisor Smith commented that we want to have the lowest possible rates from a reputable company that we possibly can for our rate payers, and we need to resolve this difference of opinion that exists between the County and Central San with regard to who controls the franchising authority in the unincorporated areas . Board members discussed the various recommended options listed in the staff report, and their opinions relating thereto . Supervisor Smith advised that he didn' t think he was actually in support of any one of the four options as they are stated. Supervisor Bishop urged Supervisor Smith to advise what he would support. Chairman Powers suggested that from discussion of Board members, it appears an Option 5 is needed, which would have to be developed as an additional option not listed in the staff recommendations, that there needs to be some clear direction for staff, that they have been operating in a direction to try to negotiate franchises with the least amount of cost to the public and to have as good a service as they possibly could, and he thought staff has carried that out, and wanted to express his appreciation for doing what they thought the Board wanted. Chairman Powers further advised that it seems now that there may be a little bit of a turn in the course of things and there seems to be a desire to look at other options, such as to direct staff to meet with the JPA to see if we can reformulate the RFP to meet the needs of the unincorporated community and to get an understanding from members of the JPA that we do have the authority to do the franchising in the unincorporated areas . He noted that the Board started out more than 5 years ago having staff look at the legal issue, and that the Board was advised of the steps that it was supposed to take. There was one step that was required, and that was to issue a notice to all those concerned. That was done 5 years ago. That 5-year period expires in 1996, and it just happens that some of the franchising periods coincide with that. Supervisor Torlakson advised he would favor developing an Option No. 5. Chairman Powers suggested that staff work to pull all the Board' s comments together and draft Option 5, and get the wording back to the Board, so all the staff members and the Board and everyone is clear as to what we are doing. The Board thereupon unanimously ADDED Option 5 to the options submitted by GMEDA for the Board' s consideration for Solid Waste Collection Franchises, and DIRECTED GMEDA staff to review the Board' s direction and discussions and prepare appropriate wording for Option No. 5 for the Board' s consideration and approval . NOT FI/JAJ, F-�+:111893.WMI .............................. �$ .............................. .............................. .............................. .............................. ........................... FRANCHISE AGREEMENT Between CONTRA COSTA COUNTY and ...................................................................................... VA #,EY .WASTE: MANAGEMENT. ...........................:..............................:............:.::.....:..... ...................................................................................... ....................................................................................... Dated: 1 � 1. EFFECTIVE DATE, PARTIES . . . . . . . . . . . . . . . . 1 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 a. Agreement . . . . . . . . . . . . . . . . . . . . . 1 b. Board . . . . . . . . . . . . . . . . . . . . . 1 C. California Integrated Waste Management Act . . . . 1 d. Class I Site . . . . . . . . . . . . . . . . . . . . 1 e. Class II/III Site . . . . . . . . . . . . . . . . . 2 f. Closure Surcharge . . . . . . . . . . . . . . . . . 2 g. Commercial Solid Waste . . . . . . . . . . . . . . 2 h. Contractor . . . . . . . . . . . . . . . . . . . . 3 i. County . . . . . . . . . . . . . . . . . . . . . . 3 j . Customers . . . . . . . . . . . . . . . . . . . . . 3 k. Designated Waste . . . . . . . . . . . . . . . . . . 3 1. Director of Community Development . . . . . . . . . 3 M. District . . . . . . . . . . . . . . . . . . . . . 4 n. Franchise Area . . . . . . . . . . . . . . . . . . 4 o. Hazardous Waste . . . . . . . . . . . . . . . . . . 4 p. Industrial Waste . . . . . . . . . . . . . . . . . 5 q. Infectious Waste . . . . . . . . . . . . . . . . . 5 r. IRRF . . . . . . . . . . . . . . . . . . . . . . . 5 S. Landfill . . . . . . . . . . . . . . . . . . . . . 5 t. RSS . . . . . . . . . . . . . . . . . . . . . . . . 5 U. RSS, Inc . . . . . . . . . . . . . . . . . . . . . 6 V. Recycle or Recycling . . . . . . . . . . . . . . . 6 W. Residential Solid Waste . . . . . . . . . . . . . . 6 X. Septage . . . . . . . . . . . . . . . . . . . . . . 6 y. Solid Waste . . . . . . . . . . . . . . . . . . . . 6 Z. Waste Stream . . . . . . . . . . . . . . . . . . . 7 aa. WCCIWMA . . . . . . . . . . . . . . . . . . . . . . 7 bb. WCCIWMA Contract . . . . . . . . . . . . . . . . . 7 cc. WCCSL . . . . . . . . . . . . . . . . . . . . . . . 7 3 . TERM . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4. INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL . . . . 8 5. EXCLUSIVE PRIVILEGE AND DUTY . . . . . . . . . . . . . . 8 6. EXCEPTIONS TO EXCLUSIVE PRIVILEGE . . . . . . . . . . . 8 8. RATE REGULATION IN GENERAL . . . . . . . . . . . . . . . 11 9. RATES . . . . . . . . . . . . . . . . . . . . . . . . . 12 10. INCLUSION OF CLOSURE SURCHARGE IN RATES . . . . . . . . 13 11. OPERATION BY CONTRACTOR . . . . . . . . . . . . . . . . 13 12. LIMITATION ON TIME AND MANNER OF COLLECTION . . . . . . 14 i J 13 . CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION . . . . . . . . . . . . . . . . . . . . . . . 14 14. CUSTOMER SERVICE STANDARDS . . . . . . . . . . . . . . . 17 15. LOCAL ADVISORY BOARD . . . . . . . . . . . . . . . . . . 18 16. CUSTOMER COMPLAINTS . . . . . . . . . . . . . . . . . . 18 17. BILLING . . . . . . . . . . . . . . . . . . . . . . . . 19 18. RECYCLING . . . . . . . . . . . . . . . . . . . . . . . 20 19. FREE SERVICE FOR COUNTY . . . . . . . . . . . . . . . . 21 20. FRANCHISE AREA-WIDE COLLECTION . . . . . . . . . . . . . 21 21. PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS . . . . . . 21 22 . DISPOSAL AND WASTE STREAM CONTROL . . . . . . . . . . . 22 23 . IRRF REQUIREMENTS . . . . . . . . . . . . . . . . . . . 22 24 . MISCELLANEOUS OBLIGATIONS OF CONTRACTOR . . . . . . . . 23 25. REGULATORY SERVICES BY COUNTY . . . . . . . . . . . . . 24 26. HAZARDOUS WASTE . . . . . . . . . . . . . . . . . . . . . 24 27. PRELIMINARY DISPUTE RESOLUTION . . . . . . . . . . . . . 25 28. FAITHFUL PERFORMANCE BOND . . . . . . . . . . . . . . . 25 29. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . 26 30. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 27 31. ATTORNEY'S FEES . . . . . . . . . . . . . . . . . . . . 28 32 . ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . 29 33. INVOLUNTARY ASSIGNMENT . . . . . . . . . . . . . . . . . 30 34. NOTICE PROVISIONS . . . . . . . . . . . . . . . . . . . 30 35. ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES . . . 31 36. AFFILIATED ENTITIES . . . . . . . . . . . . . . . . . . 32 37. BREACH AND TERMINATION . . . . . . . . . . . . . . . . . 33 38. EMERGENCY . . . . . . . . . . . . . . . . . . . . . . . 36 ii a � 39. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS . . . . . 36 40. AMENDMENT OR MODIFICATION . . . . . . . . . . . . . . . 37 41. POLICE POWERS . . . . . . . . . . . . . . . . . . . . . 37 42. CONTEST OF AGREEMENT'S TERMS . . . . . . . . . . . . . . 37 43 . SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . 38 iii FRANCHISE AGREEMENT 1. EFFECTIVE DATE, PARTIES. This Agreement, effective on is by and between the County and the below named Contractor. 2 . DEFINITIONS. As used herein, the following terms shall have the meanings set forth below: a. Agreement. Agreement means this Agreement by and between the County and Contractor for the collection, removal, and disposal of solid waste and the recycling of material. b. Board. Board means the Board of Supervisors for the County of Contra Costa. C. Act. Act means the California Integrated Waste Management Act of 1989 (Public Res. Code, § 40000 et seq. ) and all rules and regulations adopted under any of those sections, as such sections, rules and regulations may be amended from time to time in the future. gd. Commercial Solid Waste. Commercial Solid Waste means Solid Waste routinely originating from stores, business offices, commercial warehouses, hospitals, educational, health care, military and correctional institutions, non-profit research organizations, and non-exempt government offices. Commercial Solid Waste refers to SIC Codes 401 through 4939, 4961, and 4971 (transportation, communications and utilities) , 501 through 5999 1 1 (wholesale and retail trade) , 601 through 679 (finance, insurance and real estate) , 701 through 8748 (public and private service industries such as hospitals and hotels) , and 911 through 9721 (public administration) . Commercial Solid Waste does not include construction or demolition waste, industrial waste or septage. b�. . Contractor. Contractor means Valley Waste Management, a wholly owned subsidiary of Waste Management ef Vert-Amerlea, and is the entity which has been granted an exclusive franchise pursuant to the terms and conditions set forth herein. County. County means the County of Contra Costa. q. Customers. Customers means those who have contracted with the Contractor for the collection of materials for recycling and/or for the collection, removal, or disposal of Solid Waste, pursuant to this Agreement and applicable ordinances of County, including mandatory subscription ordinances. iib. Designated Waste. Designated Waste as used herein has the meaning set forth in section 2522 of Title 23 of the California Code of Regulations, as amended from time to time. i. Franchise Area. Franchise Area means the geographic area generally described in Exhibit E �,3::..:..'to this Agreement, which Exhibit is attached hereto and incorporated herein by reference, and illustrated in the six hundred (600) - scale maps to be maintained and available for inspection at the Community Development Department. Exhibit E `and said six hundred 600) - scale maps shall be amended from time to time to 2 t reflect changes of boundaries of the Franchise Area in such a manner as to identify each alteration to the Franchise Area and the effective date thereof. j . Hazardous waste. Hazardous Waste means a waste, or combination of wastes, which because of its quantity, concentration, or physical, chemical, or infectious characteristics may either: (1) cause, or significantly contribute to an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness; or (2) pose a substantial present or potential hazard to human health or the environment when improperly treated, stored, transported, or disposed of, or otherwise managed. The term "hazardous waste" is intended to include all waste which are defined as being a hazardous waste pursuant to any federal, state or county laws, statues, ordinances or other regulation concurrently in effect or as may be enacted or amended in the future. k. Industrial waste. Industrial Waste means Solid Waste originating from mechanized manufacturing facilities, factories, refineries, and publicly operated treatment works,and caste-whrely- s eelleetad in debris bexes greater than 1-9- yards—I see. 1. Infectious Waste. Infectious .Waste as used herein has the meaning set forth in Health and Safety Code section 3 X 3 25117 .5, as amended from time to time. M. Recycle or Recycling. Recycle or Recycling means the process of collecting, sorting, cleaning, treating and reconstituting materials and recovering them so that they may be used in the form of raw material for new, reused, or reconstituted products. n. Residential Solid Waste. Residential Solid Waste means Solid Waste routinely originating from single-family or multiple family dwellings. Residential Solid Waste includes household hazardous waste, but does not include septage. o. Septage. Septage means non-sewered liquid or semi-liquid waste which may be trucked to treatment facilities for disposal, to include, but not be limited to, waste from residential septic tanks, commercial grease cleanouts, and industrial waste holding facilities. p. Solid Waste. Solid Waste has the meaning set forth in Section 40191 of the California Public Resources Code as of the date of execution of this Agreement. Solid Waste includes, but is not limited to, all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid and semisolid wastes and other discarded solid and semisolid wastes. "Solid Waste" does not 4 i' x include infectious, designated, and hazardous waste, except household hazardous waste. q. Waste Stream. Waste Stream means the Solid Waste to be collected under this Agreement from the time of its collection by the Contractor to its disposal at a landfill or, at County's discretion, delivery to a transfer facility or other facility by Contractor. 3. TERM. Subject to Section 34 (Annexation and Change of Franchise Area Boundaries) and Section 36 (Default by Contractor) , the term of this Agreement and the exclusive franchise granted hereunder shall be . .... . . . :.......................ao ne1ni ndarit`<u" fie. a1e. ? s iii: i:::Y:i::i::i:::'iiiii"viiiiii:i':i•i-.<i:':•i•i•ii:'r•::is iiiiiiii:i•i :i:i:::i::i::i::i::i::i::ii::iii:::"•iiviiii':.:iiiiiiii:l ::ii::i:::i::ii:'i::i`::iii::iiiiiiiiiiiiii>:::::::::::i::i::i::i:::'i: •::LL.::.:i:i::i::i::i::i:: ......F......... .. :.'::f e5 'E'•..::::: Q:::: C IIt...f 72 .....................:.:.��'c�....,.�l 3 ?.. .... .:4tx :::......::::::::::::::::.::::::::::::::::::.::::. i:::::::::::::::::::::::i::::::::>:;;::::::::::::::::i:.:i::. :.:: 3rat3 of h ... ours r s r...zs�isa�a.1. %et rtz ti en ra3' ......................: :>:>:::i:»::>:<:::i::i::>::>:::;:i::.:::<:;::i::i:::::i::.::i::i::i::ii::;::>::;;::::;i:::.;;:.;;:.,:<.;>:i::;.;::-:::.:: ars tars i::::>i st 3:ct: »>:>ar1: :9:6 . .n...:e 3ra ..z.t�niiii f.ii:'G'a r: . :::::: :: .: ::::::::..::::::::::::::::::.:::::::::::: t-.......chse emtend this Agreement fer an additienal and further five-year find that the-Gentraeter's-perfe nee hereunder has been ......._______�__Z . pr` or to the expiratzon..�xf t s Age�men ;> r ....... flri> ria' re est. axld tie Board...0 �u ervisor�. Ana iit a Y ::::::::..:::. ...::.: P.:.........................:..:.:.:...y.: ... .::............ >:>:> :::::::.:i::i::i:<:i ... ear> :extes3szcn:;: f,..Gctntrac:tQr zemonatrat: s::;::such extei3on :::::::.:::::::::::::::::::::::::::::::. ..............: ...................::::::::.:..::.:..:.....:....:.:....:::::::::::: >::i::>::i::i::i::i::;>:::i:<i::i::i::i::i::i::i':i::i:::;:is:i::i::ii•ii:.iiiiiiiii:.;iiii: s needed for::::;:ca zta3:::: nvtm ;nt u oses;:::<an < th ::';Bbard ::::..........::::::.....: : P :: ::: ::P.::}A:::::..:::..::::.r..:::::::::::::::::::..::...............::::::..::: at: f x pct:''> r 'the seryic „and serf©rinance Gonraer < ................... .............ate ................... ................... ...... ... ................... 5 Y 4. INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL. The parties hereto agree that County currently has jurisdiction to regulate the collection, removal and disposal of all Solid Waste, and the recycling of all material, in. the Franchise Area. The intent of this Agreement is to regulate Solid Waste handling service and recycling of material in the Franchise Area. 5. EXCLIISIVE PRIVILEGE AND DUTY. County hereby grants to Contractor the exclusive privilege and duty to collect and remove for disposal and recycling, all residential and cominercial Solid Waste including recyclable materials within the Franchise Area and to charge and receive charges therefor, pursuant to and subject to the terms of this Agreement. The Franchise Area may be expanded or reduced in size by mutual agreement of the parties, or as provided in Section 34 (Annexation and Change of Franchise Area Boundaries) of this Agreement. 6. EXCEPTIONS TO EXCLIISIVE PRIVILEGE. The exclusive privilege granted by this Agreement shall not apply if: (a) A person or entity generates Solid Waste, including recyclable materials, and personally collects, removes and disposes or recycles such in a clean and sanitary manner in conformance with all applicable laws and regulations, including mandatory subscription ordinances. This exception shall not apply to a person who incurs a net cost of collection to a third person in the above described activities; or (b) A person or entity contracts with a third person 6 for the removal and disposal or recycling of inorganic refuse or garden waste (a "Non-Franchised Contractor") and such removal and disposal or recycling is solely incidental to work such as remodeling or gardening occasionally performed by or for the customer. This exception shall not apply if the Non-Franchised Contractor incurs a net cost of collection to any third person in connection with its collection and/or disposal of said Solid Waste. 7. CONTRACTOR'S DUTY TO MAINTAIN RECORDS; COUNTY'S RIGHT TO EXAMINE RECORDS. Contractor shall maintain a proper set of books and records in accordance with generally accepted accounting principles, accurately reflecting the business done by it under this Agreement. Contractor shall further maintain and make available to County, upon its request, records as to number of Customers, total and by type, route maps, service records and other materials and operating statistics in such manner and with such detail as County may require. County shall treat the information required by this paragraph that affects the competitive position of the company as confidential information to the extent permitted by law. County may at any time during the term of this Agreement, have the books and records of the Contractor examined by a County Agent or Agents appointed for that purpose by the County. County shall give thirty (30) days' written notice to the Contractor of such examination date. County expenses incurred under this section shall be paid by Contractor subject to their recovery 7 through the rates allowed by the County hereunder. The infermatienrequired by—this seetien shall pertain e Ge-rtr-Aeter's eperatiens ee=ed and regulated- y this Agreement, previde—the—C-e ith infermatien pertaining te the Gentraeter's eperatiens whieh—are-net regulated by the Geunty, County's Agents may examine Contractor's books, records and financial statements pertaining to operations not regulated by the County as may be reasonably required for the sole purpose of gathering information necessary to allow the Agents to ascertain whether income, expenses, assets and liabilities are reasonably and consistently allocated among operations regulated by County and those not regulated by the County. Contractor shall obtain County's written approval of its method of segregating its financial records between County-regulated and non-County regulated operations. County shall not unreasonably withhold such approval. Information gained from examination of records pertaining to operations not regulated by the County shall be treated by County and its agents as confidential information. For the review of books and other financial records necessary to verify the Contractor's income, expenses, assets and liabilities, "County Agent" shall mean County employees or an independent Certified Public Accountant or public accountancy firm. For all other information or records, including the 8 results of financial verification, "County Agent" shall mean any consultant designated by the County or County employees. Nothing in this section will prevent County from allowing public access to County records as provided for under the California Government Code, and in the event any dispute arises as to the public access to information provided by Contractor under the terms of this Agreement, the County shall in its discretion provide public access to said information according to law or tender the defense of any claims made against the County concerning said information to Contractor. 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RATES. Contractor shall perform the responsibilities and duties herein agreed in accordance with and in consideration of the reasonable rates which shall be fixed by the County a ........_................_......._.._....... _ _..... oc orlon z:eh::::::>Se:ct on<::<: >:> €mom--time e- iffi=_ in determining -he rates, the Geunty shall eensider fairness-te-beth C-entaeter the-Guste-mers Reasena-b1-e eestsineurred-byGentraeter pursuaii-t to this Agreement shall be designated as "pass-theugh" er the rate review preeess. The rat e--e=o-eweeess--shall previde-€ems--aeeru d intermit and--ear g eharges in eenneetien with- sums--required dte--be 11 1 . tbli l7f Geste asseeiated with previsien of nervi ees red cinder die-- ellewingseetlens shall be i nee ded as general a erati g FY?! Fellewing eensultatien with the Gentraeter and emamTnat- e€—industry te-n-- nerfas and C , s sele a:s e_, shall determine the -.._a-i.._a a-}--M-�--fig F r ntraetnr pre f ltabilit - rate =rr-ieatrens shall be paid by Gentraeter and shall be allewed as a passOhreugh eest in the rate apn7 i eat i en preees s. Eentraeter- will of€ems-a-mi ni-ear-pregrara-at redueed rates as d-iree-ted by-the-Geunty -elle g se saltat=e~ with ^ester. 10. RATE APPLICATIONS. Rate applications shall be prepared in accordance with such forms and in such detail as required by the County. The application shall include one reproducible hard copy, 15 hard copies bound in an appropriate manner and one copy on disk formatted pursuant to County specifications. Contractor shall submit its first rate application as directed by the County. All rate applications shall include information from the ............................................. L�....ry three previous rate ekage pltri<ao the present. _ • __1 ______ ..........:..........:....................... ......................... ................. yearsT-" rate application shall be accompanied by an audited financial statement covering the entire period since the last audited rate application together with supporting documentation 12 las required to segregate its County regulated activities from other business activities. The Geunty Administrater may, in writing, allew the rate Btateraent previded the Geunty Administrater is--satisfieel- that tit apprepriate level ef verifiable detail in assessing Eenti aeter's i ee —e)•penses;assets and liabilities. Rate changes may be initiated by County at any time or by Contractor under the conditions allowed in this section. In either case, Contractor shall prepared a rate application in accordance with the requirements of this section. If the rate change is initiated by County, the Contractor shall submit its rate application to County within 60 days of County's notice to Contractor. If the rate change is initiated by Contractor, it shall be submitted no more than once a year under normal operating conditions. The date of Contractor initiated applications shall be standard, year by year; such date to be determined upon mutual agreement of the parties and reasonably related to the fiscal year of Contractor. In the event that the rate change that would be requested by Contractor is no more than the change in the Consumer Price Index for All Urban Consumers for the San Francisco Bay Area for that fiscal year of Contractor, Contractor may increase its rate up to such amount and not request a rate change from the County. Contractor may defer a rate application pursuant to this 13 paragraph for a maximum ofe;> taeenseeutive years. In the event that Contractor must make significant changes in its operations or experiences significant changes in costs of revenue not under its control, Contractor may submit a rate application. Contractor shall provide documentation for the need for such rate application relative to those changes. The application will thereafter be considered by the Board. 2 c�s <asvcte ...r . .h.... .. t...... e� i.ew....and.... roce.ssin ....of. Y.............: :::.::::::.:.::::::::: :.:::::::.. a >a :Zca : :; a:i.c ... :>::>Contract r and sha t><>be ::::: :: .::::::::.p..::.::::::::::..: ' :::.:.::::::::::................ .....................::::: .:::::::::::::::::::::::::::::::. :::::::::::::::::::::::::::::::::::::::::: : :: ::::::::::::::.::::::::::: on: prcesoos : n;:::::::::::::hoh3...........::::::::::::::e ; 11. OPERATION BY CONTRACTOR. Contractor shall furnish all necessary equipment (excluding containers for single-family residential wastes) for services provided pursuant to this Agreement in the Franchise Area and shall maintain such equipment in a sanitary condition at all times. Contractor shall furnish all necessary labor in connection with the operation of a Solid Waste collection system in the Franchise Area. The Contractor, in performance hereof, shall use trucks with covered, water-tight truck bodies constructed of sufficient strength to withstand a fire within, without endangering adjacent property. Trucks, drop boxes, bins, or similar types of equipment shall be kept clean and in good repair. Contractor shall have its name and telephone number on the side of each truck and on each drop box, bin or similar type equipment provided by Contractor. 12 . LIMITATION ON TIME AND MANNER OF COLLECTION. 14 Contractor shall systematically collect Solid Waste, and to the extent permitted by this Agreement, materials for recycling from its Customers. Frequency, place of pickup (e.g. , curbside, backyard, etc. ) or any other manner of collection shall be subject to the review and approval of the Director of Community Development. Upon commencement of service and upon changes in collection day schedules, Contractor shall provide each customer with notice of the scheduled collection day. Contractor shall not collect Solid Waste from an inhabited dwelling or dwelling unit between the hours of 7: 00 p.m. and 4: 00 a.m. , except that if a dwelling unit is part of a collection route that predominately serves commercial accounts, collection may begin as early as 3 : 00 a.m. 13. CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION. (a) From time to time, at its discretion, County may examine Contractor's operation in order to evaluate whether or not the Contractor is operating at a satisfactory level of efficiency and customer satisfaction. Contractor agrees to cooperate in any such examination and shall permit County representatives to inspect, at Contractor's principal place of business, such information pertaining to Contractor's obligations hereunder as County may require, including, but not limited to, such things as customer inquiry records, collection routes and equipment records. Access to Contractor's records shall be subject to Paragraph 8 (Contractor's Duty to Maintain Records; County's Right to Examine Records) . (b) Notwithstanding any contrary provision in this 15 Agreement, the County shall have the right to direct Contractor to develop plans for and conduct programs on alternative methods of Solid Waste and recyclable material collection and management for the purpose of meeting the source reduction, recycling and composting requirements of the Act, and any other applicable federal, state or local laws regarding Solid Waste collection, recycling and disposal, including, without limitation, the Diversion Ordinance. County's Materials Diver i h >> a er als >>I.M. Y "<<:a Cou c '>r "c:l` >`<<'r 'ur.ements...' f..... e..... . nt<::....s.::Aater�alvers:zan 9q ::::::::: :::::::::::::::.::: ::::::::.: Y.::::::::::......:.:::::::::::::::.:::::::::.::::::::::::::::::::::::::::::::::::: ......................................................::::::.:.::::::......:::::::::::::......::::::::::.................................. .::::..::::::::::..:..::::::.....:................... ....::...;4:::;;;::F::;::>i:::::i>:;;;i';; ; > :y:Y: : :i:: : . 3;::^iS:S:::::P:::4:S:S::::asi":::: ::>'.::.;:i:;:i'. . : :Y>»:i::;Y'`Yii:>'.:;:.:::JY:: t.: out::::;:::.: ard::>::t::;:;t ;e::::: :::: ter:: anc s a12 €a 1: ; <w. ...: ..::...:..::::r....: ...........::....�.::::..:h...:::: :..: at ..v.n.::: f:. :a e FPYg .::::.:::::::::::::::::::::::.::::::::::::::::.::::::::::::::::::: :::::::::::::::::::::::. ................... : :l : >ed::::>b:::: .0 c or : Contractor agrees to indemnify and hold the County harmless from and against any and all liability to the State of California for the County's noncompliance with the requirements of the California Integrated Waste Management Act due in whole or material part to the material failure of Contractor to properly carry out the reasonable directives of the County to Contractor regarding collection and disposition of Solid Waste and recyclable material; provided, however, that Contractor shall not be obligated to carry out any such directive (and shall not indemnify nor hold the County harmless from any resulting liability) if the County fails to agree to allow Contractor its reasonable costs (including a reasonable profit) associated with carrying out such directives. .:::;:................:. ;,. . ontaor1'll of mini„cert rats at reduced metes s<::>drocted byc�ur3y; following cflrtsultation 3aifih C.onractar ...; 16 ::::. _ r. d antract©r sha 13 work �r�th the our ty r eterm in n ap rapriat ges a ...service tc...be p.... sd...throughout -fe} County may require Contractor to develop plans for and conduct programs on alternative methods of Solid Waste collection, including pilot programs of limited scope, or may require additional programs for the purpose of improving service, increasing customer satisfaction, and meeting diversion requirements. County may also require Contractor to implement efficiencies in its operation upon written notice from County. The notice shall allow Contractor a reasonable period of time to implement the specified service (efficiency) . Should County require commencement of such a program as outlined in this paragraph, Contractor agrees not only to do those things specified herein, but also to act at the direction of the County on other matters that may be necessary for the success and efficiency of the project, such as public information and notification. In the event that County elects to direct Contractor to discontinue any service theretofore performed by Contractor hereunder, County shall allow Contractor to recover its reasonable capital equipment costs and other reasonable costs arising upon termination of the service. Rate adjustments applicable solely to programs instituted pursuant to this subsection (c) initially shall be established at the time the County authorizes implementation of the program or efficiency. 14. CUSTOMER SERVICE STANDARDS. Contractor shall provide 17 • is-'�� •�.:; prompt, efficient, continuous and professional service to its Customers. Contractor shall have a phone system with sufficient capacity to promptly respond to telephone calls for at least 8 hours a day during weekdays, excluding those holidays observed by Contractor. Telephone numbers for customer service shall be located in the local telephone directory. All telephone lines for customer service shall be toll free to Customers. Not less than once every three years and net-less-zh�-sig men-t s-priertean applieatien fems--eentraetrenewa-l; a4s.- ^ er emtensien of ter, Contractor shall conduct a representative survey or surveys of Customers within the Franchise Area to determine satisfaction with service, including, without limitation, response to customer complaints. The survey methodology, format and content shall be subject to the prior review and approval of the Director of Community Development. A copy of the survey results shall be sent to the County within sixty (60) days of completion of the survey. Nothing in this paragraph shall limit the right of the County to conduct additional surveys. The Contractor shall cooperate with the County in such cases. Upon initiation of service, and at least once a year, Contractor shall send or deliver to Customers information concerning the conditions of service, .including, but not limited to, rates, fees, charges, service options, payment options,. discounts (if any) , days of collections, the amount and manner of refuse to be collected, service level and inquiry/complaint 18 procedures, including the name, address and local telephone number of Contractor and the name, address and telephone number of the County Community Development Department. The form and content shall be subject to the review and approval of the Director of Community .Development. 15. LOCAL ADVISORY BOARD. The Board of Supervisors may designate an existing committee to represent the Franchise Area, or form an advisory body to advise the Board on the performance of the Contractor in the community, local service interests and needs, and rate applications. In all cases, the Committee shall hold its meetings at a time and place convenient to the public. The Committee shall keep a record of all public comments and submit such comments when reporting to the Board. 16. CUSTOMER COMPLAINTS. Contractor shall develop and implement policy and procedure for responding to and recording customer complaints, including dispute resolution. The policy and procedure shall be subject to the approval of the Director of Community Development. 17. BILLING. The form and content of customer bills shall be subject to the review and approval of the Director of Community Development. Bills for services may be monthly, bimonthly or quarterly as determined by County. Contractor may bill its customer in advance or in arrears. The County may establish billing period options for Customers upon a finding that such options are cost- effective and meet a community need. 19 Full payment for drop boxes may- be required by Contractor prior to delivery of the drop box to the customer. The County shall have the right to direct the Contractor to change or alter its billing system in which event the marginal additional expenses incurred by the Contractor in the implementation of the change, with regard to the accounting, printing, mailing, loss of use of funds, or otherwise, shall be recoverable by the Contractor through the rates allowed by the County provided such expenses are reasonable. Contractor shall inform customers of all rate changes at least 30 days prior to their effective date. A copy or facsimile of such notice shall be provided to County at the time of customer notification. 18. RECYCLING. County grants to Contractor the right and obligation to operate recycling programs, including curbside pickup of recyclable materials, as determined and designated by County, subject to County's right to terminate this grant to Contractor pursuant to the provisions of this section. Contractor has instituted and is implementing a recycling program including regular curbside pickup at all single family residences of at least aluminum, tin, newsprint, glass bottles, non-colored HDPE and PET. This program is currently operating to the satisfaction of County; however, County has the right at anytime to modify said program or require new programs as provided at Section 14 (b) hereof. Contractor shall maintain and provide to the County records relating to its recycling programs as directed by the Director of 20 Community Development. Contractor's provision of recycling service shall be reviewed within three (3) years of the effective date of this Agreement and, at County's discretion, every five years thereafter. If County determines that continuation of such service by Contractor is not consistent with the County's ratepayers best interest, but not as a result of Contractor's failure to satisfactorily provide recycling services, Contractor shall be allowed to recoup its unamortized capital expenditures as follows. Contractor shall make a good faith effort to sell all disposable assets acquired in furtherance of the program for their fair market value. If income derived from the sale is insufficient to cover the unamortized costs of such assets, Contractor may transfer those losses together with net operations profits or losses to its general account and submit a rate application to cover such losses. If County determines that Contractor has failed to satisfactorily provide and perform recycling services, County may terminate this grant to Contractor of the right and obligation to provide and operate recycling programs, at no cost or further obligation on the part of County or County's ratepayers. 19. FREE SERVICE FOR COUNTY. Contractor shall, without charge therefor, perform the Solid Waste collection and disposal services set forth on Exhibit 8 hereto at no charge to the County. 20. FRANCHISE AREA-WIDE COLLECTION. In addition to its 21 regular collections, Contractor shall provide two bu <'annual Franchise Area-wide collections. Said collections shall be made each year throughout the term of this Agreement in accordance with practices and procedures established by Contractor and subject to the approval of the Community Development Director. 21. PARTICIPATION IN COMMUNITY CLEAN-IIP PROJECTS. Contractor shall provide, upon direction of the Community Development Director, Solid Waste drop boxes or equivalent containers for community or other clean-up projects within the Franchise Area. The Contractor's obligation shall be limited to the equivalent of ten (10) 20 cubic yard drop boxes per year, as long as the Franchise Area is not expanded. 22 . DISPOSAL AND WASTE STREAM CONTROL. Contractor shall be solely responsible for the disposal of the Solid Waste collected pursuant to this Agreement. County has complete authority and control over the Franchise Area waste stream. County may, at its sole discretion upon providing 60 days' notice to contractor, direct the Solid Waste collected under this Agreement to be delivered to any site or facility of its choosing. This shall include the right of the County to direct the Solid Waste to be delivered to any County designated transfer station, disposal site, transformation facility and/or resource recovery facility. It is understood that County may contract with any party, public or private, to commit the waste stream from the Franchise area, and that Contractor's contracts entered after the effective date ............... of this Agreement may notind..:1d County, nor need County 22 consider such other contracts for any purpose. However, as of the date of this Agreement, Contractor declares that it has previously entered the following contracts, copies of which have been provided to County, which County acknowledges area # agrees that Contractor is required to honor. �':i::i::i::A:i'.:.:;:.:>::5:::': •:i:t:i:i'^:C:j:!jtititiy%::Jii` i:;:':•'i:_i::iii:�iiiTiii':•:�iii::iii'3iiii i::i::::i::'.:i::i::i::i::i::::i::i::i:::.::i::i:y.:L:C(;i:54::ii:i!iti•X:_iiiiii:�iiiiiii:�::. cbw3thstancl: n: <the:> 1ao ' « oactar«: ta::;:<<: .r :::::.::::::::::::::::::::::::::::::::::.:::::.:::::::..:Y.:::p:::::::F.::::: ;:..and :.::.iii:.::.i:.i:.i:.;;:.:::;: .:.:;.;:.;:.::.;:.....:.;:.;:.;:.;:.;:.;:.................................................................................... a M >.,.n <..: >:::cst<>°"csnsie a writs..Sana: n r ; :.::.:t:.;::andlzr e. ><::: a:< c:: :: <.::e st:<:efe : .>:::u ; ....:... ::..:...: tr.:n.:.a3 tena..tz .:.s::::... .....;:.h::: ....:::c..::::::::::::::::::........::..:t. .:.:e:.•..:::::::. r ......:...::::::::::::::::::..:.:::::::::::::.:::::.::::::..................:::::::::..:.:................::::::::::::... cue.... a .Ar..' : ;east : bounty shall con d i.>all :.:: :::::::::::.::.:::::::::: ?:::::::::.:.::: :::::::::::::::::::::::.,..:::::::::::::.::::::::....:::::..:..::::.::.:::::::::::::::::::::.... ................ :::i::i::i: ::::i:::i: ::: ::> ::>: : >< :';;;::;::;::;:::::i"::::5:::"::is : ::i':;22::>::: i::is>'+::i::i::>::>::i:i:.....:;: :......;>;>::::»>:>:<:.ii>iii'•::;"'.»;»>i:. :'C•::•::?::;;: ::i: i:i;vY:•i%{: ::i:::i::i:::i'::::....... •: .:.....::�:::..:... 3re3eVant»>:factors>:;:::<:: nclu In :::>but:not:::: m tec�::;:t a trans ortat. :on :::::::::::: ::.::::::::::.:::::.::.:::::..:.....:..r.::::::::::::::::....:.:::::::::::9:::.::::::::::.:::::::::::.::::::........:.:.::.::.:::::.::.::: s.....:...:..:..... :. .:::::::::::::.::::::::::::::. <.:.>:.;.:;:.:: ;::.:<.:<.:;. os closure re emen s ::::;cas re.:::� d.... . .:....:...........................:::::...:...:. .....r::::.......... ...:�:.:........... s nd ':•:•:A!f:i:':::•v>:"i}Y::i'.:i:::�::}::i::i::i::i::i::i:.i:::":>:i::i::i::ii:.ii:::.i:.i:::i:":.ii:.i::":i:•ilii: .:.iii:v:.::...::•i:<!:4:::4::G:"�: ...... ............................................. ................. .� ::> >:i':iep ::i:::::::::::i::::>::: >::;::i>:>:<:>::i::i::>::::i>::::i::i::i::>::;::i::::: >..::.:i::i:::;:>::>::>::: ::>::»:< >: :::;<:.;;;;;>;;;;;;: :•::•ii:;,i:;:'is :::i:::i'.?::..::::i::i::i::: iiiiii:;,':;.:�.j:i:viii:yii,;i:! :..:....:.:........:Y....:......:.......: .:..:.::: cos :s::::of:::::<:com.. :.1 ance;::r1t ::<ord .nances am vth�r::::::Ioca:l:.:;:re urents ...:...:::..................................: ...:.........:.........:..::....::::.:.:... .:::..::.:::::::.:::::.:::......:.:.......::::::.:::::.:::::.:::..:....:...................................q.................:.:::::::::.:.:.:�: .::............:...:..............::.:::;.i.:.:.:.:::;;:,:i..::..:.:::.::.:,...;.:,.:.....,.... Min'::. terii >cost nIdin ...de e. ..A d..on. fare . �:. g . :: :::::::.......... .....::::::. :::::.:::.:::::::::::::..... i:.: iii:.;:.i:. i:.i; iiii......................................................................................................................................................:.:::.. ................................................................................................................................................................................................................................. ....................... ....................... ostsi ...........:t........ ....................... ....................... ....................... 24. MISCELLANEOUS OBLIGATIONS OF CONTRACTOR. Contractor shall assist County in its enforcement of its mandatory subscription ordinance by providing County with the addresses of properties not subscribing to collection service within the Franchise Area and by providing collection service to such properties upon written request by the County. 25. REGULATORY SERVICES BY COUNTY. Contractor shall pay to the County for the exclusive privilege of collecting and removing Solid Waste and recyclable materials within the Franchise Area, for rates established by the County in accordance herewith and 23 -1 for the services provided by the County pertaining to Solid Waste, a percentage of its gross annual revenues generated from the performance of such waste collection services under this Agreement, such percentage, time and frequency of payment to be established b Count onractcr.: sal <aa : :: oda t P... '.. ...... .. t:: .::>:::for»:: »::: r:<:oto.er:::;>:su :::::>deterin ed:»>b .;::; c un. . ..... the>:>: :ur P. :.:.:::::::::.:::.:::::::::::::::::::::::::::::::::::::::.::::.:.::::::::::::::::::::::::.:::: .::::.:.::::::::::::::Y:::::::::::::::::::::.::::::::::.P.::::::: :._:::::::: 5^:ti rat ^iiiaiii:?:ii5 ii:iiiiiii.....:ii:iiiiiiiii"• :i::i:: ;:iiY:: :::1 .... ..:A:....:...:.�:..;....:....:.,::::: i..:........:::::..:....:{;::..: ..:........iii:. ..:..:: ... .: ..�:: . .. t>:::: ::::>i.e. ; gator:: ::<:::>or>:::<:other::::>:ae. a:i::::::::obY ataons:::::::: nc xrred>b ; a ...: . .. :::.: .:..:gtt.::::::::::::::::. .::::::::::::::::::::::::.:.:::::::::.::::::: ::. Y ::::�.::::::.::....:..........:........::::�..............::::::.:::.:::::::::::.::::::9::::..::::::::::::.::::�::::..................:::::::::::::.:::::::::::::::::::::.::::::. :vi`F:`':iJAf:i:i:iii:ti<:Ji::il:i"'•?ii: `.:i:::":::�::::':: ::::'::::.i::i::i:i::i::i::i::i::: u Crxunt »::: t :can;:::with:>:eol: : >:;serrGes::>........ d sums shall be payable from the Contractor to the County upon theIr inclusion of the n....u ..tery Gerviee Gh rge in the allowed rate and upon the collection of said rate by the Contractor. 26. HAZARDOUS WASTE. The parties hereto recognize that federal, state and local agencies with responsibility for defining hazardous waste and for regulating the collection, handling or disposing of such substances are continually providing new definitions, tests and regulations concerning these substances. Under this Agreement, it is Contractor's responsibility to keep current with the regulations and tests on such substances and to identify such substances and to comply with all federal, state and local regulations concerning such substances. Contractor agrees to provide to County upon its request, Contractor's program for identifying hazardous waste and complying with all federal, state and local statutes and regulations dealing with hazardous waste. Contractor shall make every reasonable effort to prohibit 24 the collection and the disposal of hazardous waste in any manner inconsistent with applicable law. 27. PRELIMINARY DISPUTE RESOLUTION. If Contractor has a question as to the interpretation of this Agreement, it shall submit a written request to the Director of Community Development for a determination of the issue. The Contractor shall provide and submit such information as the Director of Community Development may request or require to make the requested determination. The written determination of the Director of Community Development may be appealed to the Board of Supervisors pursuant t.) Ordinance Code Chapter 14-4 . 28. FAITHFUL PERFORMANCE BOND. Contractor shall submit to County simultaneously with the execution of this Agreement a corporate surety bond in the amount of $10, 000. 00, provided however, that the Board may increase this amount not more often than every three years to reflect changes in the Consumer Price Index for All Urban Consumers for the San Francisco Bay Area. The bond shall be executed by a surety company licensed to do business in the State of California and acceptable to County. The bond shall be approved by County and shall be payable to County. The condition of the bond shall be that Contractor will faithfully perform the duties imposed by ordinance, this Agreement and the rules and regulations of County. Any action by County to proceed against the Bond shall not limit or affect the right of County to use other remedies available to County under the Agreement, or in courts of law or equity. Notwithstanding 25 the foregoing, in lieu of the corporate surety bond, Contractor may provide to County a letter of credit, cash bond or other security acceptable to the County Administrator's Office in a form satisfactory to the County. 29. INSURANCE. Contractor shall procure and maintain in full force and effect at all times during the entire term of this Agreement the following insurance coverage: (a) Public liability and property damage insurance including completed operations, products, contractual, broad form property damage, personal injury and owned and non-owned automobile liability with such coverages and limits as may be reasonably requested by County from time to time, but in no event with limits not less than the sum of $1 million combined single limit for each occurrence arising from the services as stated in the Agreement herein. County shall be named as an additional insured under such liability insurance policy or policies, if commercially available. (b) Contractor shall carry workers' compensation insurance for all its employees. Evidence of liability and workers' compensation insurance shall be provided by Contractor by filing with County a certificate of insurance indicating that County is endorsed as an additional named insured if commercially available under the liability policy. All policies shall include a provision that written notice of cancellation or any material change in coverage shall be delivered to County thirty (30) days in advance of the 26 effective date thereof. No cancellation, alteration or change of beneficiary shall be made without written notice to County. County reserves the right to examine all policies from time to time to ensure appropriate conformity to prevailing practices . and standards of the insurance industry. Such insurance shall be obtained from a company or companies licensed to do business in the State of California and acceptable to County. Failure of Contractor to maintain insurance in the manner and amount stated herein and as directed by County Administrator, subject to the approval of the Board, will constitute a material breach of this Agreement. 30. INDEMNIFICATION. a. Complete Indemnification of County. All work and performance covered by this Agreement shall be at the risk of Contractor. Contractor agrees to save, indemnify and keep harmless the County, its officers, employees, agents and assigns against any and all liability, claims, judgments, or demands, including demands arising from injuries or deaths of persons and damage to property, including environmental damage, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigation arising through the sole negligence or willful misconduct of County, and will make good to and reimburse County for any expenditures, including reasonable attorney's fees, that County may make by reason of such matters and, if requested by 27 County shall defend any such suit at the sole cost and expense of Contractorrhxzse >::scedyvantr. ':'::•i tiff^::::}i::"":i::^::is ii::::: "iiiii:•i:•:'i";i:i: :•ii"^iiiii:ii iii::'•:•:•iii::::::[C:: .:...v::.i:......:• :. :::: ..-......... 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' ...................:...................................................................................................................-...::. :':i;'< an. .«:remva. < > med .l. :.i::r: s : ne:` ><care:::or::rather.:: .:lan ;:.i:; :.......... i:. i... :.:i:.::.;:.i:.iii'.ii:i::.;::.:::.i:::' : . ::::. ::ii:;.;''i. .:. ard°legis:...bf:: €:a3�et r::::: n eztai€eft:::die: ;t4:::: :ou�rr eMta aet3an.. .....::.:..............::........:.:: :::... .:::: :::::::::....:::::::::::::.....:::::: :.::::.:::::.:::::::.:::::::.:::::::::: :::.::::::..:::.::: :. ::.:iri ::::.:>'.,ix.. - ,: ... .... cnerz :ink anyaard4us substances.;;ar:iazardous waste et ani puce ter ii murticipal.;. o � rrastec = :has been transport�:d, .::i............. ...:..;...:.:, trans:ferret ::i::>:><: .recess:ed>::::>: his`"; e ' of:::::or::< ther3 se .:co�ne_..t .;..:..... 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Defense of Agreement. Should any party successfully challenge the validity of this Agreement, the procedure by which this Agreement was entered into or the validity of any County ordinance which authorizes the County to enter into this Agreement, then in such case the Contractor shall have no cause of action for damages or any other relief against County as a result of such successful challenge. Contractor has the right to defend this Agreement and County. County has no duty to Contractor to defend the validity of this Agreement or any provision hereof. 31. ATTORNEY'S FEES. In the event of litigation between the parties arising hereunder, each party shall pay its own litigation expenses, including attorney's fees. -- 32 . ASSIGNABILITY. Contractor shall not sell, assign, subcontract or transfer this Agreement or any part hereof, or any obligation hereunder, without the written consent of County. The term assignment shall include any dissolution, merger, consolidation or other reorganization of Contractor, which results in change of control of Contractor. In the event Contractor herein attempts to assign or subcontract this Agreement or any part hereof or any obligation 29 hereunder, County shall have the right to elect to terminate this Agreement forthwith, without suit or other proceeding. Consent to assignment may not be unreasonably withheld. However, it is understood that County's grant of this franchise to Contractor is partly persuaded by the Contractor's financial strength and background in the field of waste management; therefore, assuming Contractor maintains it ability to faithfully carry out its duties hereunder, it is in the County's ratepayers best interest for Contractor to continue under this Agreement. Following a public hearing, County may assign or transfer any or all of its rights under this Agreement without the consent of Contractor to any legally authorized public entity. 33. INVOLUNTARY ASSIGNMENT. No interest of Contractor in this Agreement shall be assignable by operation of law. Each or any of the following acts shall be considered an involuntary assignment providing County with the right to elect to terminate the Agreement forthwith, without suit or other proceeding: (1) If Contractor is or becomes insolvent, or makes an assignment for the benefit of creditors; (2) If Writ of Attachment or Execution is levied on this Agreement or other property of Contractor such that would affect Contractor's ability to perform its duties and obligations under this Agreement. (3) If in any proceeding to which Contractor is a party, a Receiver is appointed with authority to take possession of Contractor's property such that would affect Contractor's 30 ability to perform its duties and obligations under this Agreement. (4) Except as otherwise provided in Section (Assignability) , in the event of a probate proceeding where the rights of Contractor under the Agreement would pass to another individual or other individuals. 34. NOTICE PROVISIONS. Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or ten (10) days after posted by certified mail, return receipt requested, addressed as appropriate either to Contractor: Valley Waste Management Or to County: Attention: Director of Community Development 651 Pine Street, 4th Floor North Wing Martinez, California 94553 35. ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES. Contractor shall give notice to County by January 30 of the next calendar year of any geographic area in the Franchise Area or immediately contiguous to the Franchise Area, in which Contractor has commenced service within the preceding year, notwithstanding 31 whether Contractor deems that area to be regulated or unregulated. Contractor realizes that the public agency boundaries may be altered by virtue of actions taken by the Contra Costa County Local Agency Formation Commission (LAFCO) . Contractor agrees that should a municipal corporation lawfully annex territory which is within the Franchise Area, County may make such alterations to the Franchise Area as the annexation necessitates. Should the Franchise Area boundaries be amended, Contractor agrees that it will abide by any change resulting from the Franchise Area change. Contractor agrees that the Board of Supervisors may make such alterations to the Franchise Area as are necessitated by such Local Agency Formation Commission actions and shall have no right or claim to damages or other relief against the County for such alterations to the Franchise Area. However, nothing herein is intended to abrogate Contractor's rights under Public Resources Code Section 49520 or any successor or similar statute. 36. AFFILIATED ENTITIES. Contractor shall provide information necessary to reasonably satisfy County that the charges made by any Affiliated Entity are reasonable in accordance with the provisions of Section 8 (Contractor's Duty to Maintain Records; County's Right to Examine Records) . Information gained from examination of books and records pertaining to operations not regulated by the County shall be treated by the County and it agents as confidential information. 32 n � f el "Affiliated Entity" shall be defined, for purposes of this section, as any entity which provides products or services to Contractor and in which either Contractor or the affiliated entity owns a ten percent (10%) or greater interest in the other, or where one person or entity owns ten percent (10%) or greater interest in both. 37. BREACH AND TERMINATION. The Director of Community Development shall have authority, subject to review by the Board of Supervisors upon appeal, to determine whether a breach of any provision of this Agreement by Contractor has occurred. Any waiver of a breach shall not be deemed to be a waiver of any subsequent breach or to be construed as approval of a course of conduct. In the event that the Director determines that a breach has occurred, County shall give Contractor written notice of the breach setting forth the breach or default. Contractor shall have a reasonable period to cure the noticed breach. In the event the breach or default is cured to the satisfaction of the Director of Community Development within the period of time allotted, the breach shall not be deemed a material breach. In the event that the Director of Community Development determines that Contractor has failed to satisfactorily cure the breach or default within the period of time allotted, the Director of Community Development may determine such breach or default to be material. Multiple or repeated breaches, or a pattern of breaches and 33 subsequent attempts to cure said breaches by Contractor shall provide an adequate basis for the Director of Community Development, in his discretion, to declare any subsequent breach to be material, notwithstanding whether that breach is ultimately cured by Contractor. If such a determination of material breach is made, the Director of Community Development's determination shall be automatically appealed to the Board of Supervisors for final action. A material breach shall be cause for termination of this Agreement by the Board of Supervisors. In the event of a termination pursuant to this section, County shall have the right to temporarily assume the obligations of Contractor and shall have the right to forthwith take possession of all trucks and other equipment of Contractor and exercise Contractor's right to enter and use any disposal facilities for the purpose of performing the services agreed to be performed by Contractor herein until such time as County can make other arrangements for the performance of said services. However, such temporary assumption of Contractor's obligations under the Agreement shall not be continued by County for a period exceeding twelve (12) months from the date such operations are undertaken by County. During any period in which County has temporarily assumed the obligations of Contractor under this Agreement, County shall be entitled to the gross revenue attributable to operations 34 during such period and shall pay therefrom only those costs and expenses applicable or allocable to said period, including the reasonable rental value of the trucks and equipment to be paid to Contractor. County shall be entitled to the excess, if any, of revenue over applicable or allocable costs and expenses during such period. The loss, if any, during such period shall be a charge against Contractor, and shall be paid to County by Contractor on demand. Final adjustment and allocation of gross revenue, costs, and expenses to the period during which County temporarily assumed the obligations of Contractor shall be determined by an audit by a Certified Public Accountant and prepared in report form with his unqualified opinion annexed thereto. Nothing in this Agreement shall prevent County during any period in which County temporarily assumes the obligations of Contractor under this Agreement, from employing persons who were employed by the Contractor for the collection of Solid Waste under this Agreement. Upon the occurrence of a material breach and the declaration of such and termination of this Agreement by the Board of Supervisors, this Agreement and the franchise granted thereunder shall be of no further force and effect, expecting these provisions concerning County's right to temporarily assume Contractor's obligations and to use Contractor's facilities, and Section (Indemnification) . County then shall be free to enter into whatever other arrangements are deemed justified and 35 necessary for the collection, removal and disposal of Solid Waste within the Franchise Area. 38. EMERGENCY. Notwithstanding Contractor's exclusive franchise rights set forth in Paragraph 5 (Exclusive Privilege and Duty) , in the event of an emergency due to natural disaster or labor strike which interrupts the collection of Solid Waste by Contractor, the Board of Supervisors shall have the right to declare a temporary suspension of this Agreement for the reasonable duration of the emergency and until such time as County determines that Contractor is able to reassume all obligations under this Agreement. Should Contractor fail to demonstrate to the satisfaction of the Board of Supervisors that required services can be resumed by Contractor prior to the expiration of a six (6) month period, this Agreement may be terminated at the direction of the Board. 39. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Contractor shall comply with all applicable laws, rules and regulations that are now in effect or may be promulgated or amended from time to time by the Government of the United States, the State of California, the County and any other agency now authorized or which may be authorized in the future to regulate the services to be performed herein regarding the collection, removal and disposal of Solid Waste and recycling of material. This includes County Ordinance Code Chapter 418-6 (on mandatory subscription to Solid Waste collection service) , and the County's 36 Materials Diversion Ordinance. 40. AMENDMENT OR MODIFICATION. This Agreement may be amended or modified upon written agreement of the parties hereto. The parties agree to meet and confer in good faith if amendments or modifications are proposed. 41. POLICE POWERS. Nothing in this Agreement is intended to or may limit County authority pursuant to its police power. 42. CONTEST OF AGREEMENT'S TERMS. In the event either party to this Agreement attempts to challenge the validity of any portion of this Agreement, such action in attempting to challenge the Agreement shall constitute a material breach of this Agreement and the non-breaching party shall have the right to elect to terminate forthwith without suit or other proceeding. This section shall not be construed to prevent either party from seeking redress from the courts for the purpose of legal review of administrative proceedings regarding rate setting or County actions taken pursuant to this Agreement, or for the purpose of interpreting or enforcing the provisions contained in this Agreement. 43. SEVERABILITY. In the event legal action is brought by a person or entity, other than the parties to this Agreement, to challenge, invalidate, contest or set aside any of the provisions of this Agreement, each and every term and condition, and each and every section and paragraph is severable from the remaining terms, conditions, sections, and paragraphs. The invalidation of any term, condition, section or paragraph as a result of a legal 37 action, brought by a person or entity not a party to this Agreement shall not affect the validity or enforceability of the remaining provisions. However, if material provisions hereof are affected, the parties agree to negotiated in food faith to reach agreement on revisions which preserve the substance hereof to the greatest extent allowed by law. County CONTRACTOR CHAIR, BOA-RD OF SUPERVISORS , President ATTEST, Phil Batchelor, Clerk of the Board , Secretary and County Administrator By: Taxpayer I.D. Number DEPUTY 38 S._ TO: BOARD OF SUPERVISORS • � �. Contra Costa FROM: SUPERVISOR JEFFREY V. SMITH DATE: JULY 26 1994 County SUBJECT: DIRECT DISCUSSIONS WITH WASTE HAULERS AND SPECIAL DISTRICTS REGARDING WASTE COLLECTION IN UNINCORPORATED AREAS OF COUNTY SPECIFIC REQUEST(S) OR RECOMMENDATION(S) i BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Direct Community Development Department and County Counsel staff to expedite discussions and/or negotiations with Waste Haulers or Special Districts related to waste collection in unincorporated areas of Contra Costa County which are not currently directly franchised by the County; and, Direct staff to pursue, as part of those discussions, implementation of County Ordinance Code Chapter 418-7 on Solid Waste Collection Franchises and Recycling Services including the following specific provisions: 1. direction by the County of the wastestream including recyclable and greenwaste or the provision of transfer and disposal at the lowest cost including closure and post closure costs and full indemnification of the County; 2. implementation of crrbside recycling which includes collection of glass bottles and jars, aluminum cans, paper and cardboard, hdpe and pet bottles, yardwaste, and other materials in compliance with all applicable County requirements; 3. mini-can service which includes collection of recyclables and yardwaste; 4. meeting the AB 939 diversion mandates of 25% by 1995 and 50% by the year 2000 and indemnifying the County against liability for any fines for failure to meet such diversion goals or rry out local solid waste management plans; CONTINUED ON ATTACHMENT: YES SIGNATOR RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS 18 A UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Jeff Smith (530/646-2080) ATTESTED cc: Community Development Department (CDD) PHIL BATCHELOR, CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR BY , DEPUTY 93%%owou-iuw.w V Viraul%-, Discussions With Waste Haulers and special Districts .Regarding- Waste Collection in Unincorporated Areas of County Conti ued='Page-Two 5. establish an administrative fee for oversight and management i1 of either the franchise or memorandum of understanding; and 6. review by County of rate review and rate setting procedures or use of rate setting procedures established by the County. FISCAL IMPACT None to County General Fund. BACKGROUND/REASONS FOR RECOMMENDATIONS AB 939 was aimed at establishing a partnership between the State and local government, specifically counties and cities, in carrying out solid waste management activities. AB 939 and the succeeding legislative acts amending it, allow for Memoranda of Understanding with other local government agencies to carry out a county's or city's solid waste management planning and/or waste collection and disposal. However, counties and cities remain responsibile and liable for meeting State mandates on solid waste management. Therefore, it is incumbent upon the County to assure that the wastestream in the unincorporated areas of the County is handled in compliance with both the State solid waste management requirements and with the County's own solid waste management plans as submitted to and approved by the California Integrated Waste Management Board in December, 1993. The policies outlined above will assure compliance with State solid waste management requirements and protect the interests of the County and its residents. TC: BOARD OF SUPERVISORS ,• i COr1tt'a FROM: VAL ALEXEEFF, GMEDA DIRECTOR Costa DATE: NOVEMBER 1, 1994 Courty SUBJECT: CONSIDER OPTIONS FOR WASTE COLLECTION FRANCHISE POLICIES SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Consider policy options, as outlined below, regarding (1) length of term for waste collection franchises, methods for directing the wastestream under County collection franchises, and methods for administering mandatory waste collection subscription: Length of Term for Franchise Agreements Option 1--Continue term of franchise agreements for 10 years with 5 year options for extension for Bay Point and Discovery Bay with any new areas included under the existing franchises. Use 10 years, with a 5 year option to extend, for any new franchises. 1 Option 2--Establish a longer term of 20 years or more for any new franchises or any franchises which expand areas covered by the franchise. Option 3--Seek to reduce term of existing franchises to 7 years or less and set terms of 7 years or less for any new franchises. Methods for Direction of Wastestream. Including Recyclables and Comoost Option 1--Utilize wastestream direction and control language in existing franchise agreements for Bay Point and Discovery Bay. t Option 2--Modify wastestream direction and control language from franchise for 0unincorporated areas so that the County retains direction and control of the A�Vwastestrearn but allows for proposals for consideration by the Board of Supervisors for alternative transfer and disposal which provide the lowest cost considering all relevant factors such as transportation, closure and post closure requirements, liabilities, fees, and control of future costs. Option 3 —Utilize other options for wastestream direction an"control. / CONTINUED ON ATTACHMENT: �x YES SIGNATUdT ACTION OF BOARD ON APPROVED ASR OTHER_ VOTE OF SUPERVISORS ' I HEREBY CERTIFY THAT THIS IS A _UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Val Alexeeff (510/646-1620) ATTESTED cc: Community Development Department (CDD) PHIL BATCHELOR, CLERK OF Dan Guerra, HSD-Environmental Health THE BOARD OF SUPERVISORS Browning-Ferris Industries (via CDD) AND COUNTY ADMINISTRATOR Geraventa Enterprises (via CDD) Waste Management, Inc. (via CDD) _.. e%eDl tTV Consider Options for Waste Collection Franchise Policies Continued - Page Two Methods for Administering Mandatory Subscription Option 1—Continue existing Mandatory Subscription Ordinance under administration of County Health Department. Option 2—Modify existing Mandatory Subscription Ordinance to reflect procedures used under waste collection franchise with Richmond Sanitary Services and transfer administration to the Community Development Department. Option 3--Eliminate Mandatory Subscription. Option 4-Modify existing Mandatory Subscription Ordinance to allow no exemptions. FISCAL IMPACT No impact on County General Fund. BACKGROUND/REASONS FOR RECOMMENDATIONS Presently, the County has four (4) waste collection franchises. One franchise is with BFI/Pleasant Hill Bayshore Disposal for portions of Bay Point. Two franchises are with Garaventa Enterprises for Discovery Bay and for portions of Bay Point. These franchises were established with 10 year terms, with an option to extend for 5 additional years. All of these franchises provide that the County maintains direction and control of the wastestream. None of these franchises address the issue of mandatory subscription to waste collection service. The fourth waste collection franchise was entered into by the County with Richmond Sanitary Services (RSS) in October, 1993. The term of the franchise with RSS is for 25 years with a five year extension option; this longer term resulted from the length of the original franchise between RSS and the West Contra Costa Sanitary District and was aimed at consistency with the financing for the West County Integrated Resource Recovery Facility and the agreement between the County and the West Contra Costa Integrated Waste Management Authority(WCCIWMA). Under the franchise with RSS, the County maintains direction and control of the wastestream except as modified by the contract between the County and the WCCIWMA; the contract between the County and the WCCIWMA provides that the Authority shall direct the wastestream for all member agencies as well as for the County. In negotiations with haulers regarding waste collection franchising for unincorporated areas of Central and East County, some haulers have requested language be included In the franchises which allows the haulers to make alternative proposals to the County for transfer and disposal. Attachment #1 is the language presented to haulers by County staff in response to their request to present alternative transfer and disposal options. In particular,Section 22, Paragraph 2 of the attached responds to the haulers proposals on this matter. As a part of the original franchise between RSS and the West County Sanitary District, a mandatory waste collection subscription ordinance similar to the County's Mandatory Subscription Ordinance existed. However, the procedures used by RSS and the Sanitary District provide that RSS performs all noticing to customers and County staff involvement for only issuing an exemption, conducting very brief appeal hearings on a quarterly basis, and processing property liens to cover the costs of collection service. To maintain the existing procedures,under the franchise with RSS, the Community Development Department serves as the administrator for mandatory subscription proceedings. If the Community Development Department were to be designated to handle this function for all waste collection franchises,all haulers would have to be responsible for noticing and for implementing the same procedures used by RSS. Attachment A 22. DISPOSAL AND WASTE STREAX CONTROL. Contractor shall be solely responsible for the disposal of the Solid Waste collected pursuant to this Agreement. County has complete authority and control over the Franchise Area waste stream. County may, at its sole discretion upon providing 60 days' notice to contractor, direct the Solid Waste collected under this Agreement to be delivered to any site or facility of its choosing. This shall include the right of the County to direct the Solid Waste to be delivered to any County designated transfer station, disposal site, transformation facility and/or resource recovery facility. It is understood that County may contract with any party, public or private, to commit the waste stream from the Franchise area, and that Contractor's contracts entered after the effective date of this Agreement may not " County, nor need County consider such other contracts for any purpose. However, as of the date of this Agreement, Contractor declares that it has previously entered the following contracts, copies of which have been provided to County, which County acknowledges agrees that Contractor is required to honor. otw�thstentng,the: above, �ContrAc. ar may pzoase, s►nd aunty � u heed xsat an�Id.e3r� �,taa a anaq meat and o ispos , ian aiteznatis which xur most ef�etive. """ _.::::... ...... ....... ... ....Y..Y v....... eterm h .:.or �comparinq .costs; `Count3�•, ha .l on's8er 1 elevantcto s; 3 ciuding Yhpt 3m to to," raps rta: 0 �`DSt$� ��OSLiZe-�I1C� piDstG�OSi2�8 3'eQu r1:ffi4?t v,$r i �Q8t5 �n� _. ........:....v.:•{::.. ... 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Name: Z C vS /VS Phone: Address: Z7 q 7 e!.IZ ,City: I am speaking for: ❑ Myself OR rganization: lam;n S ZdC!2: l,j NAME OF ORGANIZATION CHECK ONE: ❑ I wish to speak on Agenda Ite # My comments will be: General For ❑ Against ❑ I wish to speak on the subject of: 31�11 Wz*,< 7Q- rJga Are# ❑ I do not wish to speak but leave these comments for the Board to consider: �`Z � � Date: REQUEST TO SPEAK FORM (Two [2] Minute Limit) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: 4",-) 6Q�>4-4c _ Phone: 229-3-2,'10 Address: 092 ��iA-) 5V' City: i I am speaking for: ❑ Myself OR X Organization: 6-,AyV7Z4 695TQ TX--MY4 9-5 45�� , NAME OF ORGANIZATION CHECK ONE: I wish to speak on Agenda Item # � My comments will be: ® General ❑ For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: Date: REQUEST TO SPEAK FORM (Two [2] Minute Limit) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: (J...P,✓� Phone: X70 Address: ok - 3 City: I am speaking for: ❑ Myself OR [� Organization: NAME OF ORGANIZATION CHECK ONE: ❑ I wish to speak on Agenda Item My comments will be: 2 General For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: Date: /2,2-0, REQUEST TO SPEAK FORM (Two [2] Minute Limit) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: tA-61 /~ �--e�e, Phone: Address: City: Pu IV I am speaking for: ❑ Myself OR (Organization:J 1 e_sl NAME OF ORGANIZATION CHECK ONE: F!?I wish to speak on Agenda Item # ��My comments will be: El General El For El Against UI wish to speak on the subject of: '�� ❑ I do not wish to speak but leave these comments for the Board to consider: Date: NEQUEST TO SPEAK FOAM (Two [2] Minute Limit) S Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: esA+ (:\ k vV Phone: 5 3 oD— 14� 3L Address: I 1 1 e►acc D. Z <wL, --e 30Q City: L,30-1,44 &-ee,1c I am speaking for: ❑ Myself OR © Organization: C. CC S w A NAME OF ORGANIZATION C�H�ECK ONE: L` 1 wish to speak on Agenda Item # . My comments will be: f0 General ❑ For ❑ Against ❑ I wish to speak on the subject of: e ekC;,L4-s ®-� 0p-Li c,4 1<4- 3 ; �e9 ac ices ❑ I do not wish to speak but leave these comments for the Board to consider: Date: � r� REQUEST To SPEAK FORM (Two [2] Minute Limit) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: DOW Phone: Address: —X13a CNUal, =1- City: I am speaking for: ❑ Myself OR ❑ Organization: NAME OF ORGANIZATION CHECK ONE: ❑ I wish to speak on Agenda Item # My comments will be: X General ❑ For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: Date: i REQUEST To SPEAK FORM (Two [2] Minute Limit) 7 Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: 2 d; �A i F_S Phone: Z-0 S S L Address: oe)0a 6-,t2 7 nr City: A(AOAo I am speaking for: ❑ Myself OR 2Organization: A/4''`'tO Z MP,20 r_-wZ J 7- 45S oC r AT r'0-t NAME OF ORGANIZATION CHECK ONE: ❑ I wish to speak on Agenda Item # Z My comments will be: ❑ General ❑ For E Against 21'wish to speak on the subject of: Gha4R S, ;2,+�e-d,s 4E il- l�«I e_e 2p )AA f-,&) 41464b ❑ I do not wish to speak but leave these comments for the Board to consider: Date: 1,2:/-)-c ,�7 REQUEST TO SPEAK FORM S� (Two [2] Minute Limit) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: ,1�%�� / � /`U j/?�� Phone: Address 9J. Q7 ��'�/�'1�1�" I/ � ' City: / I am speaking for: ❑ Myself OR [ Organization: NAME OF ORGANIZATION /v- CHECK ONE: C yI wish to speak on Agenda Item # a My comments will be: ❑ General ❑ For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: , REQUEST TO SPEAK FORM Date: �o� (Two [2] Minute Limit) y Complete th' r nd place it in the box near the speakers' rostrum before addressing the Board. Name: S Phone: Address: City: I am speaking for: ❑ Myself OR ❑ Organization: NAME OF ORGANIZATION CHECK ONE: ❑ I wish to speak on Agenda Item #—,q,9 My comments will be: ❑ General ❑ For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: REQUEST TO SPEAK FORM Date; (Two [2] Minute Limit) ld Complete this form and place it in the box near the speakers' rostrum before addressing the Board. Name: ��V� 4 — Phone: Address: City: I am speaking for: Myself OR ❑ Organization: NAME OF ORGANIZATION CCK ONE: I wish to speak on Agenda Item # p S My comments will be: X General ❑ For ❑ Against ❑ I wish to speak on the subject of: ❑ I do not wish to speak but leave these comments for the Board to consider: al COUNTY COUNSEL'S OFFICE CONTRA COSTA COUNTY MARTINEZ, CALIFORNIA Date: December 19, 1994 To: Val Alexeeff, Director, GMEDA Harvey E. Bragdon, Director, Community Development Department Attn: Louise Aiello From: Victor J. Westman, County Counsel �✓ By: Lillian T. Fujii, Deputy County Counsel Re: Draft Franchise with Valley Waste Management, changes requested by Vallj4y. Attached is draft of the subject agreement showing changes to the December 16, 1994 draft requested by Valley Waste Management. Attach. cc w/attach.: Board Members LTF TABLE OF CONTENTS 1. EFFECTIVE DATE, PARTIES. . . . . . . . . . . . . . 1 2. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1 a. Agreement. . . . . . . . . . . . . . . . . . . . . 1 b. Act. . . . . . . . . . . . . . . . . . . . . . 1 C. Board. 1 d. Commercial Sid Waste. . . . . . . . . . . . . . 1 e. Contractor. . . . . . . . . . . . . . . . . . . . . 1 f. County. . . . . . . . . . . . . . . . . . . . . . . 2 go Customers. . . . . . . . . . . . . . . . . . . . . 2 h. Designated Waste. . . . . . . . . . . . . . . . . . 2 i. Franchise Area. . . . . . . . . . . . . . . . . . . 2 Jo Hazardous Waste. . . . . . . . . . . . . . . . . . 2,* k. Industrial Waste. . . . . . . . . . . . . . . . . . 3 1. Infectious Waste. . . . . . . . . . . . . . . . . . 3 M. Recycle or Recycling. . . . . . . . . . . . . . . . 4 n. Residential Solid Waste. . . . . . . . . . . . 4 0. Septage. . . . . . . . . . . . . . . . . . . . 4 p. Solid Waste. 4 q. Waste Stream. . 5 3. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . 5 4. INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL. . . . . 6 5. EXCLUSIVE PRIVILEGE AND DUTY. . . . . . . . . . . . . . 6 6. EXCEPTIONS TO EXCLUSIVE PRIVILEGE. . . . . . . . . . . . 6 7. CONTRACTOR'S DUTY TO MAINTAIN RECORDS; COUNTY'S RIGHT TO EXAMINE RECORDS. . . . . . . . . . . . . . . . 7 8. RATE REGULATION IN GENERAL. . . . . . . . . . . . . . . 9 9 . RATES. . . . . . . . . . . . . . . . . . . . . . . . . . 10 10. RATE APPLICATIONS. . . . . . . . . . . . . . . . . . . . 10 11. OPERATION BY CONTRACTOR. . . . . . . . . . . . . . . . 12 12. LIMITATION ON TIME AND MANNER OF COLLECTION. . . . . . . 12 13. CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION. . . . . . . . . . . . . . . . . . . . . . . . 13 14. CUSTOMER SERVICE STANDARDS. . . . . . . . . . . . . . . 15 December 19, 1994 i DRAFT C 15. LOCAL ADVISORY BOARD. . . . . . . . . . . . . . . . . . 16 16 . CUSTOMER COMPLAINTS. . . . . . . . . . . . . . . . . . . 17 17. BILLING. . . . . . . . . . . . . . . . . . . . . . . 17 18. RECYCLING. . . . . . . . . . . . . . . . . . . . . . . . 18 19 . FREE SERVICE FOR COUNTY. . . . . . . . . . . . . . . . . 19 20. FRANCHISE AREA-WIDE COLLECTION. . . . . . . . . . . . . 19 21. PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS. . . . . . 19 22. DISPOSAL AND WASTE STREAM CONTROL. . . . . . . . . . . . 20 24. MISCELLANEOUS OBLIGATIONS OF CONTRACTOR. . . . . . . . . 21 25. REGULATORY SERVICES BY COUNTY. . . . . . . . . . . . . . 21 26. HAZARDOUS WASTE. . . . . . . . . . . . . . . . . . . . . 22 27. PRELIMINARY DISPUTE RESOLUTION. . . . . . . . . . . . . 22 28. FAITHFUL PERFORMANCE BOND. . . . . . . . . . . . . . . . 23 29 . INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . 23 30. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . 25 31. ATTORNEY'S FEES. . . . . . . . . . . . . . . . . . . . . 27 32. ASSIGNABILITY. . . . . . . . . . . . . . . . . . . . . 27 33. INVOLUNTARY ASSIGNMENT. . . . . . . . . . . . . . . . 28 34. NOTICE PROVISIONS. . . . . . . . . . . . . . . . . . . . 29 35. ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES. . . 29 36. AFFILIATED ENTITIES. . . . . . . . . . . . . . . . . . . 30 37. BREACH AND TERMINATION. . . . . . . . . . . . . . . . . 31 . . . . . . . . . . . . . . . . . . . . 34 38. EMERGENCY. . . . . . . . . . . . . . . . . . . . . . . . 35 39 . COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. . . . . . 35 40. AMENDMENT OR MODIFICATION. . . . . . . . . . . . . . . . 35 December 19, 1994 i i D RA F T i 41. POLICE POWER. . . . . . . . . . . . . . . . . . . . . . 36 42 . CONTEST OF AGREEMENT'S TERMS. . . . . . . . . . . . . 36 43. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . 36 December 19, 1994 iii D RA FT DRAFT FRANCHISE AGREEMENT 1 . EFFECTIVE DATE, PARTIES. This Agreement, effective on is by and between the County and the below named Contractor. 2 . DEFINITIONS. As used herein, the following terms shall have the meanings set forth below. In addition, the terms used here that are not defined have the meanings ascribed to them in the Act unless the context otherwise requires. a. Agreement. Agreement means this Agreement by and between the County and Contractor for the collection, removal, and disposal of solid waste and the recycling of material. b. Act. Act means the California Integrated Waste Management Act of 1989 (Public Res. Code, S 40000 et seq. ) and all rules and regulations adopted under any of those sections, as such sections, rules and regulations may be amended from time to time in the future. C. Board. Board means the Board of Supervisors for the County of Contra Costa. d. Commercial Solid Waste. Commercial Solid Waste means Solid Waste routinely originating from stores, business offices and other commercial sources, excluding residences and industrial wastes. (14 Cal.Code Regs. § 17225. 12 . ) e. Contractor. Contractor means Waste Management Collection and Recycling, Inc. , DBA Valley Waste Management, a wholly owned subsidiary of Waste Management, Inc. , a wholly owned December 19, 1994 1 D RAF T L subsidiary of WMX Technologies, Inc. , and is the entity which has been granted an exclusive franchise pursuant to the terms and conditions set forth herein. f. County. County means the County of Contra Costa. g. Customers. Customers means those who have contracted with the Contractor for the collection of materials for recycling and/or for the collection, removal, or disposal of Solid Waste, pursuant to this Agreement and applicable ordinances of County, including mandatory subscription ordinances. h. Designated Waste. Designated Waste as used herein has the meaning set forth in section 2522 of Title 23 of the California Code of Regulations, as amended from time to time. i. Franchise Area. Franchise Area means the geographic area generally described in Exhibit A to this Agreement, which Exhibit is attached hereto and incorporated herein by reference, and illustrated in the six hundred .(600)- scale maps to be maintained and available for inspection at the Community Development Department. Exhibit A and said six hundred 600)- scale maps shall be amended from time to time to reflect changes of boundaries of the Franchise Area in such a manner as to identify each alteration to the Franchise Area and the effective date thereof. J . Hazardous Waste. Hazardous Wastes include any waste material or mixture of wastes which is toxic, corrosive, flammable, an irritant, a strong sensitizer, which generates pressure through decomposition, heat or other means, if such a December 19, 1994 2 D RAF T waste or mixture of wastes may cause substantial personal injury, serious illness or harm to humans, domestic animals, or wildlife, during or as an approximate result of any disposal of such wastes as defined in Article 2, Chapter 6 .5, Section 26117 or the Health . and Safety Code. The terms "toxic," "corrosive, " "flammable," "irritant," and "strong sensitizer" shall be given the same meaning as in the California Hazardous Substances Act (Chapter 13 commencing with Section 2870 if Division 21 of the Health and Safety Code) . ( 14 Cal-Code Regs. , S 17225.32. ) k. Industrial Waste. Industrial Waste includes all types of Solid Waste which result from industrial processes and manufacturing operations. ( 14 Cal.Code Regs. , S 17225.35. ) 1. Infectious Waste. Infectious Wastes include: (1) Equipment, instruments, utensils and other fomites of a disposable nature from the rooms of patients who are suspected to have or have been diagnosed as having a communicable disease and must, therefore, be isolated as required by public health agencies; (2) laboratory wastes, including pathological specimens (i.e. , all tissues, specimens of blood elements, excreta and secretions obtained from patients or laboratory animals) and disposable fomites (any substances that may harbor or transmit pathogenic organisms) attendant thereto; (3) surgical; operating room pathologic specimens - including recognizable anatomical parts, human tissue, anatomical human remains and disposable materials from hospital, clinics, December 19, 1994 3 D RAF T outpatient areas and emergency rooms, as is also defined in Section 314 (d) of the California Administrative Code, Title 17 . (14 Cal.Code Regs. , S 17225.367. ) M. Recycle or Recycling. Recycle or Recycling means the process of collecting, sorting, cleaning, treating and reconstituting materials and recovering them so that they may be used in the form of raw material for new, reused, or reconstituted products. n. Residential Solid Waste. Residential Solid Waste ': means Solid Waste routinely originating from residential dwellings. Residential Solid Waste includes household hazardous waste, but does not include septage. o. Septage. Septage means non-sewered liquid or semi-liquid waste which may be trucked to treatment facilities for disposal, to include, but not be limited to, waste from residential septic tanks, commercial grease clean-outs, and industrial waste holding facilities. p. Solid Waste. Solid Waste has the meaning set forth in Section 40191 of the California Public Resources Code as of the date of execution of this Agreement. Solid Waste includes, but is not limited to, all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, December 19, 1994 4 113 RA FT manure, vegetable or animal solid and semisolid wastes and other discarded solid and semisolid wastes. "Solid Waste" does not include infectious, designated, and hazardous waste, except household hazardous waste. q. Waste Stream. Waste Stream means the Solid Waste to be collected under this Agreement from the time of its collection by the Contractor to its disposal at a landfill or, at County's discretion, delivery to a transfer facility or other facility by Contractor. 3. TERM. Subject to Section _ (Annexation and Change of Franchise Area Boundaries) and Section _ (Default by Contractor) , the term of this Agreement and the exclusive franchise granted hereunder shall be years commencing on , and continuing to (The dates are dependent upon whether the franchise commences upon expiration of the County's transitional permit to Central Sanitary District or 1996, upon expiration of Valley's franchise agreement with Central San. ] Prior to the expiration of this Agreement, Contractor may request, and the Board of Supervisors may grant, a five (5) year extension if Contractor demonstrates such extension is needed for capital investment purposes, and the Board is satisfied by the service and performance of the Contractor to date. Provided Contractor's request for a five (5) year extension is received in writing at least 24 months prior to the expiration of the herein granted -year term, County shall provide Contractor with written notice of its decision at least December 19, 1994 5 D RAF T 18 months prior to the expiration of the -year term, If it is clearly established that County has received timely notice of Contractor's request for a five-year extension, County' s failure to respond to Contractor at least 18 months prior to the expiration of the -year term shall result in the request for extension to be deemed granted. 4. INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL. The parties hereto agree that County currently has jurisdiction to regulate the collection, removal and disposal of all Solid Waste, and the recycling of all material, in the Franchise Area. The intent of this Agreement is to regulate Solid Waste handling service and recycling of material in the Franchise Area as set forth herein. 5. EXCLUSIVE PRIVILEGE AND DUTY. To the extent allowed by law, County hereby grants to Contractor the exclusive privilege and duty to collect and remove for disposal and recycling, all residential and commercial Solid Waste including recyclable materials within the Franchise Area and to charge and receive charges therefor, pursuant to and subject to the terms of this Agreement. Contractor promises and agrees to perform the responsibilities and duties set forth herein. The Franchise Area may be expanded or reduced in size by mutual agreement of the parties, or as provided in Section 35 (Annexation and Change of Franchise Area Boundaries) of this Agreement. 6. EXCEPTIONS TO EXCLUSIVE PRIVILEGE. The exclusive December 19, 1994 6 D RAF T l privilege granted by this Agreement shall not apply to: (a) A person or entity generating Solid Waste, including recyclable materials, and personally collects, removes and disposes or recycles such in a clean and sanitary manner in conformance with all applicable laws and regulations, including mandatory subscription ordinances. This exception shall not apply to a person who incurs a net cost of collection to a third person in the above described activities; or (b) A person or entity contracting with a third person, for the removal and disposal or recycling of inorganic refuse or a r e a - 9 :.:<: uE . ,: a;» ?' :>:+d+, t l t, t;:.;: �b .s :. (a n .................................................................................................................................................. Franchised Contractor") and such removal and disposal or recycling is solely incidental to work such as remodeling ; s or gardening occasionally performed by or for the customer. This exception shall not apply if the Non-Franchised Contractor incurs a net cost of collection to any third person in connection with its collection and/or disposal of said Solid Waste. 7. CONTRACTOR'S DUTY TO MAINTAIN RECORDS; COUNTY'S RIGHT TO EXAMINE RECORDS. Contractor shall maintain a proper set of books and records in accordance with generally accepted accounting principles, accurately reflecting the business done by it under this Agreement. Contractor shall further maintain and make available to County, upon its request, records as to number of Customers, total and by type, route maps, service records and other December 19, 1994 7 D RAF T materials and operating statistics in such manner and with such detail as County may require. County shall treat the information required by this paragraph that affects the competitive position of the company as confidential information to the extent permitted by law. County may at any time during the term of this Agreement, have the books and records of the Contractor examined by a County Agent or Agents appointed for that purpose by the County. County , shall give thirty (30) days' written notice to the Contractor of such examination date. County expenses incurred under this section shall be paid by Contractor subject to their recovery through the rates allowed by the County hereunder. County's Agents may examine Contractor's books, records and financial statements pertaining to operations not regulated by the County as may be reasonably required for the sole purpose of gathering information necessary to allow the Agents to ascertain whether income, expenses, assets and liabilities are reasonably and consistently allocated among operations regulated by County and those not regulated by the County. Contractor shall obtain County's written approval of its method of segregating its financial records between County-regulated and non-County regulated operations. County shall not unreasonably withhold such approval. Information gained from examination of records pertaining to operations not regulated by the County shall be treated by County and its agents as confidential information. December 19, 1994 8 D RAF T For the review of books and other financial records necessary to verify the Contractor's income, expenses, assets and liabilities, "County Agent" shall mean County employees or an independent Certified Public Accountant or public accountancy firm. For all other information or records, including the results of financial verification, "County Agent" shall mean any consultant designated by the County or County employees. Nothing in this section will prevent County from allowing public access to County records as provided for under the California Government Code, and in the event any dispute arises as to the public access to information provided by Contractor under the terms of this Agreement, the County shall in its discretion provide public access to said information according to law or tender the defense of any claims made against the County concerning said information to Contractor. Prior to releasing any information pursuant to this paragraph, County shall -make a good faith effort to notify Contractor of the intended release. 8. RATE REGULATION IN GENERAL. The County shall be allowed to regulate rates for residential Solid Waste Collection. Rate regulation shall consist of three steps: financial disclosure; establishment for a rate regulation methodology, and the setting of rates. The County shall establish the rate regulation methodology which may, at the County's sole discretion: provide for rate reviews accompanied by audited financial statements covering the entire period since the last audited rate application; allow annual CPI adjustments between December 19, 1994 9 D RAFT audited rate applications; and specify what costs are to be pass- through (without profit) and what costs are to be subject to reasonable profit. The operating ratio allowed shall be between eighty-six per cent (86 %) and ninety-five (95 %) , inclusive. The -County may utilize either the Barakat and Chamberlin rate methodology used as part of the franchise for unincorporated areas of West Contra Costa County, the Ernst & Young(?) rate methodology used by the City of Concord, or any other methodology ; which provides a fair rate of return to Contractor. 9. RATES. County shall not regulate residential rates in the Franchise Area if rates are equal to or less than the lowest residential rates charged by Contractor in Contra Costa County, including cities. 10. RATE APPLICATIONS. Rate applications shall be prepared in accordance with such forms and in such detail as required by the County. The application shall include one reproducible hard copy, 15 hard copies bound in an appropriate manner and one copy on disk formatted pursuant to County specifications. Contractor shall submit its first rate application as directed by the County. All rate applications shall include information from the previous rate application to the present. A rate application shall be accompanied by an audited financial statement covering the entire period since the last audited rate application together with supporting documentation as required to segregate its County regulated activities from other business activities. December 19, 1994 10 D 1A FT Rate changes may be initiated by County at any time or by Contractor under the conditions allowed in this section. In either case, Contractor shall prepare a rate application in accordance with the requirements of this section. If the rate change is initiated by County, the Contractor shall submit its rate application to County within 60 days of County's notice to Contractor. If the rate change is initiated by Contractor, it shall be submitted no more than once a year under normal operating conditions. The date of Contractor initiated applications shall be standard, year by year; such date to be determined upon mutual agreement of the parties and reasonably related to the fiscal year of Contractor. In the event that the rate change that would be requested by Contractor is no more than the change in the Consumer Price Index for All Urban Consumers for the San Francisco Bay Area for that fiscal year of Contractor, Contractor may increase its rate up to such amount and not request a rate change from the County. Contractor may defer a rate application pursuant to this paragraph for a maximum of one year. In the event that Contractor must make significant changes in its operations or experiences significant changes in costs of revenue not under its control, Contractor may submit a rate application. Contractor shall provide documentation for the need for such rate application relative to those changes. The application will thereafter be considered by the Board. December 19, 1994 11 D RAF T All costs associated with county review and processing of rate applications shall be paid by Contractor and shall be allowed as a pass-through cost in the rate application process. 11. OPERATION BY CONTRACTOR. Contractor shall furnish all necessary equipment (excluding containers for single-family residential wastes) for services provided pursuant to this Agreement in the Franchise Area and shall maintain such equipment in a sanitary condition at all times. Contractor shall furnish all necessary labor in connection with the operation of a Solid Waste collection system in the Franchise Area. The Contractor, in performance hereof, shall use trucks with covered, water-tight truck bodies constructed of sufficient strength to withstand a fire within, without endangering adjacent .property. Trucks, drop boxes, bins, or similar types of equipment shall be kept clean and in good repair, and shall be in compliance with all applicable requirements. Contractor shall have its name and telephone number on the side of each truck and on each drop box, bin or similar type equipment provided by Contractor. 12. LIMITATION ON TIME AND MANNER OF COLLECTION. Contractor shall systematically collect Solid Waste, and to the extent permitted by this Agreement, materials for recycling from its Customers. Frequency, place of pickup (e.g. , curbside, backyard, etc. ) or any other manner of collection shall be subject to the review and approval of the Director of Community Development. Upon commencement of service and upon changes in December 19, 1994 12 DRAFT collection day schedules, Contractor shall provide each customer with notice of the scheduled collection day. Contractor shall not collect Solid Waste from an inhabited dwelling or dwelling unit between the hours of 7 :00 p.m. and 4:00 a.m. , except that if a dwelling unit is part of a collection route that predominately serves commercial accounts, collection may begin as early as 3:00 a.m. 13. CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION. (a) From time to time, at its discretion, County may., examine Contractor's operation in order to evaluate whether or not the Contractor is operating at a satisfactory level of efficiency and customer satisfaction. Contractor agrees to cooperate in any such examination and shall permit County representatives to inspect, at Contractor's principal place of business, such information pertaining to Contractor's obligations hereunder as County may require, including, but not limited to, such things as customer inquiry records, collection routes and equipment records. Access to Contractor's records shall be subject to Paragraph 8 (Contractor's Duty to Maintain Records; County's Right to Examine Records) . (b) Notwithstanding any contrary provision in this Agreement, the County shall have the right to direct Contractor to develop plans for and conduct programs on alternative methods of Solid Waste and recyclable material collection and management for the purpose of meeting the source reduction, recycling and composting requirements of the Act, and any other applicable December 19, 1994 13 D RA F T federal, state or local laws regarding Solid Waste collection, recycling and disposal, including, without limitation, the County's Materials Diversion Ordinance. The materials diversion and recycling requirements of the County's Materials Diversion Ordinance shall apply without regard to the location of the landfill utilized by Contractor. Contractor agrees to indemnify and hold the County harmless from and against any and all liability to the State of California; for the County's noncompliance with the requirements of the California Integrated Waste Management Act due in whole or material part to the material failure of Contractor to properly carry out the reasonable directives of the County to Contractor regarding collection and disposition of Solid Waste and recyclable material. (c) Contractor will offer a mini-can rate at reduced rates as directed by County following consultation with Contractor. (d) Contractor shall work with the County in determining appropriate types of service to be provided throughout the Franchise Area. (e) County may require Contractor to develop plans for and conduct programs on alternative methods of Solid Waste collection, including pilot programs of limited scope, or may require additional programs for the purpose of improving service, increasing customer satisfaction, and meeting diversion requirements. County may also require Contractor to implement efficiencies in its operation upon written notice from County. December 19, 1994 14 D RA F T The notice shall allow Contractor a reasonable period of time to implement the specified service (efficiency) . Should County require commencement of such a program as outlined in this paragraph, Contractor agrees not only to do those things specified herein, but also to act at the direction of the County on other matters that may be necessary for the success and efficiency of the project, such as public information and notification. In the event that County elects to direct Contractor to discontinue any service theretofore performed by Contractor hereunder, County shall allow Contractor to recover its reasonable capital equipment costs and other reasonable costs arising upon termination of the service. Rate adjustments applicable solely to programs instituted pursuant to this subsection (c) initially shall be established at the time the County authorizes implementation of the program or efficiency. 14. CUSTOMER SERVICE STANDARDS. Contractor shall provide prompt, efficient, continuous and professional service to its Customers. Contractor shall have a phone system with sufficient capacity to promptly respond to telephone calls for at least 8 hours a day during weekdays, excluding those holidays observed by Contractor. Telephone numbers for customer service shall be located in the local telephone directory. All telephone lines for customer service shall be toll free to Customers. Not less than once every three years, Contractor shall conduct a representative survey or surveys of Customers within the Franchise Area to determine satisfaction with service, December 19, 1994 15 D RAF T including, without limitation, response to customer complaints. The survey methodology, format and content shall be subject to the prior review and approval of the Director of Community Development. A copy of the survey results shall be sent to the County within sixty (60) days of completion of the .survey. Nothing in this paragraph shall limit the right of the County to conduct additional surveys. The Contractor shall cooperate with the County in such cases. Upon initiation of service, and at least once a year, Contractor shall send or deliver to Customers information concerning the conditions of service, including, but not limited to, rates, fees, charges, service options, payment options, discounts (if any) , days of collections, the amount and manner of refuse to be collected, service level and inquiry/complaint procedures, including the name, address and local telephone number of Contractor and the name, address and telephone number of the County Community Development Department. The form and content shall be subject to the review and approval of the Director of Community Development. 15. LOCAL ADVISORY BOARD. The Board of Supervisors may designate an existing committee to represent the Franchise Area, or form an advisory body to advise the Board on the performance of the Contractor in the community, local service interests and needs, and rate applications. In all cases, the Committee shall hold its meetings at a time and place convenient to the public. The Committee shall keep a record of all public comments and December 19, 1994 16 D RA F T submit such comments when reporting to the Board. 16 . CUSTOMER COMPLAINTS. Contractor shall develop and implement policy and procedure for responding to and recording customer complaints, including dispute resolution. The policy and procedure shall be subject to the approval of the Director of Community Development. 17. BILLING. The form and content of customer bills shall be subject to the review and approval of the Director of Community Development. Bills for services may be monthly, bimonthly or quarterly as determined by County. Contractor may bill its customer in advance or in arrears. The County may establish billing period options for Customers upon a finding that such options are cost- effective and meet a community need. Full payment for drop boxes may be required by Contractor prior to delivery of the drop box to the customer. The County shall have the right to direct the Contractor to change or alter its billing system in which event the marginal additional expenses incurred by the Contractor in the implementation of the change, with regard to the accounting, printing, mailing, loss of use of funds, or otherwise, shall be recoverable by the Contractor through the rates allowed by the County provided such expenses are reasonable. Contractor shall inform customers of all rate changes at least 30 days prior to their effective date. A copy or facsimile of such notice shall be provided to County at the time of customer notification. December 19, 1994 17 D RA F T 18. RECYCLING. Notwithstanding any other provision of this Agreement, County grants to Contractor the right and obligation to operate recycling programs, including curbside pickup of recyclable materials, as determined and designated by County, subject to County's right to terminate this grant to Contractor pursuant to the provisions of this section. Contractor has instituted and is implementing a recycling program including regular curbside pickup at all single family residences of at least aluminum, tin, newsprint, glass bottles, non-colored HDPE and PET. This program is currently operating to the satisfaction of County; however, County has the right at anytime to modify said program or require new programs as provided at Section 14 (b) hereof. Contractor shall maintain and provide to the County records relating to its recycling programs as directed by the Director of Community Development. Contractor's provision of recycling service shall be reviewed within three (3) years of the effective date of this Agreement and, at County's discretion, every five years thereafter. If County determines that continuation of such service by Contractor is not consistent with the County's ratepayers best interest, but not as a result of Contractor's failure to satisfactorily provide recycling services, Contractor shall be allowed to recoup its unamortized capital expenditures as . follows. Contractor shall make a good faith effort to sell all disposable assets acquired in furtherance of the program for December 19, 1994 18 D RA F T their fair market value. If income derived from the sale is insufficient to cover the unamortized costs of such assets, Contractor may transfer those losses together with net operations profits or losses to its general account and submit a rate application to cover such losses. If County determines that Contractor has failed to satisfactorily provide and perform recycling services, County may terminate this grant to Contractor of the right and obligation to , provide and operate recycling programs, at no cost or further obligation on the part of County or County's ratepayers. 19. FREE SERVICE FOR COUNTY. Contractor shall, without charge therefor, perform the Solid Waste collection and disposal services set forth on Exhibit B hereto at no charge to the County. 20. FRANCHISE AREA-WIDE COLLECTION. In addition to its regular collections, Contractor shall provide three annual Franchise Area-wide collections. Said collections shall be made each year throughout the term of this Agreement in accordance with practices and procedures established by Contractor and subject to the approval of the Community Development Director. 21. PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS. Contractor shall provide, upon direction of the Community Development Director, Solid Waste drop boxes or equivalent containers for community or other clean-up projects within the Franchise Area. The Contractor's obligation shall be limited to the equivalent of ten ( 10) 20 cubic yard drop boxes per year, as December 19, 1994 19 D RA F T long as the Franchise Area is not expanded. 22 . DISPOSAL AND WASTE STREAM CONTROL: Contractor shall be solely responsible for the disposal of the Solid Waste collected pursuant to this Agreement. County has complete authority and control over the Franchise Area waste stream. County may, at its sole discretion upon providing 60 days' notice to contractor, direct the Solid Waste collected under this Agreement to be delivered to any site or facility of its choosing. This shall include the right of the County to direct the Solid Waste to be delivered to any County designated transfer station, disposal site, transformation facility and/or resource recovery facility. It is understood that County may contract with any party, public or private, to commit the waste stream from the Franchise area, and that Contractor's contracts entered after the effective date of this Agreement may not bind County, nor need County consider such other contracts for any purpose. However, as of the date of this Agreement, Contractor declares that it has previously entered the following contracts, copies of which have been provided to County, which County acknowledges and agrees that Contractor is required to honor: Notwithstanding the above, Contractor may propose, and County may but need not consider, waste management and/or disposition alternatives which are cost effective. In determining or comparing costs, County shall consider all relevant factors, including but not limited to, transportation costs, closure and postclosure requirements, costs and December 19, 1994 20 D RA F T liabilities, disposal fees, fees levied by governmental entities, including benefits to Contractor's customers from paying such fees, costs of compliance with ordinances and other local requirements, and long-term costs, including degree of control over future costs. 24. MISCELLANEOUS OBLIGATIONS OF CONTRACTOR. Contractor shall assist County in its enforcement of its mandatory subscription ordinance by providing. County with the addresses of properties not subscribing to collection service within the Franchise Area and by providing collection service to such properties upon written request by the County. 25. REGULATORY SERVICES BY COUNTY. Contractor shall pay to the County for the exclusive privilege of collecting and removing Solid Waste and recyclable materials within the Franchise Area, for rates established by the County in accordance herewith and for the services provided by the County pertaining to Solid Waste, a percentage of its gross annual revenues generated from the performance of such waste collection services under this Agreement, such percentage, time and frequency of payment to be established by County. Contractor shall also pay to County, costs, fees, or other sums determined by County for the purpose of meeting regulatory or other legal obligations incurred by County in connection with solid waste services. Said sums shall be payable from the Contractor to the County upon their inclusion in the allowed rate and upon the collection of said rate by the Contractor. December 19, 1994 21 D RA F T 26 . HAZARDOUS WASTE. The parties hereto recognize that federal, state and local agencies with responsibility for defining hazardous waste and for regulating the collection, handling or disposing of such substances are continually providing new definitions, tests and regulations concerning these substances. Under this Agreement, it is Contractor's responsibility to keep current with the regulations and tests on such substances and to identify such substances and to comply with all federal, state and local regulations concerning such substances. Contractor agrees to provide to County upon its request, Contractor's program for identifying hazardous waste and Complying with all federal, state and local statutes and regulations dealing with hazardous waste. Contractor shall make every reasonable effort to prohibit the collection and the disposal of hazardous waste in any manner inconsistent with applicable law. 27. PRELIMINARY DISPUTE RESOLUTION. If Contractor has a question as to the interpretation of this Agreement, it shall submit a written request to the Director of Community Development for a determination of the issue. The Contractor shall provide and submit such information as the Director of Community Development may request or require to make the requested determination. The written determination of the Director of Community Development may be appealed to the Board of Supervisors pursuant to Ordinance Code Chapter 14-4. December 19, 1994 22 D RAFT 28. FAITHFUL PERFORMANCE BOND. Contractor shall submit to County simultaneously with the execution of this Agreement a corporate surety bond in the amount of $100,000.00, provided however, that the Board may increase this amount not more often than every three years to reflect changes in the Consumer Price Index for All Urban Consumers for the San Francisco Bay Area. The bond shall be executed by a surety company licensed to do business in the State of California and acceptable to County. The bond shall be approved by County and shall be payable to County. The condition of the bond shall be that Contractor will faithfully perform the duties imposed by ordinance, this Agreement and the rules and regulations of County. Any action by County to proceed against the Bond shall not limit or affect the right of County to use other remedies available to County under the Agreement, or in courts of law or equity. Notwithstanding the foregoing, in lieu of the corporate surety bond, Contractor may provide to County a letter of credit, cash bond or other security acceptable to the County Administrator's Office in a form satisfactory to the County. 29. INSURANCE. Contractor shall procure and maintain in full force and effect at all times during the entire term of this Agreement the following insurance coverage: a. Public liability and property damage insurance including completed operations, products, contractual, broad form property damage, personal injury and owned and non-owned automobile liability with such coverages and limits as may be December 19, 1994 23 D RAF T reasonably requested by County from time to time, but in no event with limits not less than the sum of $1 million combined single limit for each occurrence arising from the services as stated in the Agreement herein. County shall be named as an additional insured under such liability insurance policy or policies, if commercially available. b. Contractor shall carry workers' compensation insurance for all its employees. Evidence of liability and workers' compensation insurance shall be provided by Contractor by filing with County a certificate of insurance indicating that County is endorsed as an additional named insured if commercially available under the liability policy. All policies shall include a provision that written notice of cancellation or any material change in coverage shall be delivered to County thirty (30) days in advance of the effective date thereof. No cancellation, alteration or change of beneficiary shall be made without written notice to County. County reserves the right to examine all policies from time to time to ensure appropriate conformity to prevailing practices and standards of the insurance industry. Such insurance shall be obtained from a company or companies licensed to do business in the State of California and acceptable to County. Failure of Contractor to maintain insurance in the manner and amount stated herein and as directed by County Administrator, subject to the approval of the Board, will constitute a material breach of this Agreement. December 19, 1994 24 D RA F T 30. INDEMNIFICATION. a. Complete Indemnification of County. All work and performance covered by this Agreement shall be at the risk of Contractor. Contractor agrees to save, indemnify and keep harmless the County, its officers, employees, agents and assigns against any and all liability, claims, judgments, or demands, including demands arising from injuries or deaths of persons and damage to property, including environmental damage, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigation arising through the sole negligence or willful misconduct of County, and will make good to and reimburse County for any expenditures, including reasonable attorney's fees, that County may make by reason of such matters and, if requested by County shall defend any such suit at the sole cost and expense of Contractor with counsel selected by .- vitt. �>::. ;:<:: ..............................tse. . ii. hld .................. .............. .................................. .................................. .................................. The above promise by Contractor to indemnify, hold harmless and defend the County expressly includes, but is not limited to, all claims, damages (including but not limited to special and consequential damages) , natural resources damages, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal administrative proceedings, interest, fines, December 19, 1994 25 DRAFT charges, penalties and expenses (including but not limited to attorneys and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, County, it officers, employees or agents arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substances or hazardous waste at any place where municipal solid waste is or has been transported, transferred, processed, stored, disposed of or otherwise come to be located by Contractor under this Agreementlt ' ? r .......... ii:.:::}....:." Di :"::: ':;::.:< }'::.:::";.iii iX•i:::.:..;.}:::;::;i;';?•i:?`iv}i}is::.:::{[.iY}:i'i::ii::::•isi:?::::.i:::i'.:i"v':i:;•i::•is":::.:ii%:::v'.i:.::i:.}..:'.$.i::i:.i::ii:.iii .i::ii:i'':ii"i:;:::::`.L:i': .:i::.:i.i : " t., �� 5 �a�t::: :..:..:�� a� gi ; 4 :5ib# � r the activitiesof ........ . Contractor pursuant to this Agreement resulting in a release of hazardous substances or waste into the environment. The foregoing is intended to operate, in part, as an agreement pursuant to Section 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, "CERCLA", 42 U.S.C. Section 9607(e) , and California Health and Safety Code Section 25364, to defend, protect, hold harmless and indemnify County. The promise and agreement in this section shall survive the expiration of this Agreement. December 19, 1994 26 DRAFT b. Defense of Agreement. Should any party successfully challenge the validity of this Agreement, the procedure by which this Agreement was entered into or the validity of any County ordinance which authorizes the County to enter into this Agreement, then in such case the Contractor shall have no cause of action for damages or any other relief against County as a result of such successful challenge. Contractor has the right to defend this Agreement and County. County has no duty to Contractor to defend the validity '. of this Agreement or any provision hereof. 31. ATTORNEY'S FEES. In the event .of litigation between the parties arising hereunder, each party shall pay its own litigation expenses, including attorney's fees. 32. ASSIGNABILITY. Contractor shall not sell, assign, subcontract or transfer this Agreement or any part hereof, or any obligation hereunder, without the written consent of County. The term 'assignment shall include any dissolution, merger, consolidation or other reorganization of Contractor, which results in change of control of Contractor. In the event Contractor herein attempts to assign or subcontract this Agreement or any part hereof or any obligation hereunder, County shall have the right to elect to terminate this Agreement forthwith, without suit or other proceeding. Consent to assignment may not be unreasonably withheld. However, it is understood that County's grant of this franchise to Contractor is partly persuaded by the Contractor's financial December 19, 1994 27 D RA F T strength and background in the field of waste management; therefore, assuming Contractor maintains it ability to faithfully carry out its duties hereunder, it is in the County's ratepayers best interest for Contractor to continue under this Agreement. Following a public hearing, County may assign or transfer any or all of its rights under this Agreement without the consent of Contractor to any legally authorized public entity. 33. INVOLUNTARY ASSIGNMENT. No interest of Contractor in this Agreement shall be assignable by operation of law. Each or ,, any of the following acts shall be considered an involuntary assignment providing County with the right to elect to terminate the Agreement forthwith, without suit or other proceeding: a. If Contractor is or becomes insolvent, or makes an assignment for the benefit of creditors; b. If Writ of Attachment or Execution is levied on this Agreement or other property of Contractor such that would affect Contractor's ability to perform its duties and obligations under this Agreement. c. If in any proceeding to which .Contractor is a party, a Receiver is appointed with authority to take possession of Contractor's property such that would affect Contractor's ability to perform its duties and obligations under this Agreement. d. Except as otherwise provided in Section 32 (Assignability) , in the event of a probate proceeding where the rights of Contractor under the Agreement would pass to another individual or other individuals. December 19, 1994 28 D RAF T 34. NOTICE PROVISIONS. Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or ten ( 10) days after posted by certified mail, return receipt requested, addressed as appropriate either to Contractor: Valley Waste Management [Address] Or to County: Attention: Director of Community Development 651 Pine Street, 4th Floor North Wing Martinez, California 94553 35. ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES. Contractor shall give notice to County by January 30 of the next calendar year of any geographic area in the Franchise Area or immediately contiguous to the Franchise Area, in which Contractor has commenced service within the preceding year, notwithstanding whether Contractor deems that area to be regulated or unregulated. Contractor realizes that the public agency boundaries may be altered by virtue of actions taken by the Contra Costa County Local Agency Formation Commission (LAFCO) . Contractor agrees December 19, 1994 29 D RA F T that should a municipal corporation lawfully annex territory which is within the Franchise Area, County may make such alterations to the Franchise Area as the annexation necessitates. Should the Franchise Area boundaries be amended, Contractor agrees that it will abide by any change resulting from the Franchise Area change. Contractor agrees that the Board of Supervisors may make such alterations to the Franchise Area as are necessitated by such Local Agency Formation Commission actions and shall have no right or claim to damages or other relief against the County for such alterations to the Franchise Area. However, nothing herein is intended to abrogate Contractor's rights under Public Resources Code Section 49520 or any successor or similar statute. 36. AFFILIATED ENTITIES. Contractor shall provide information necessary to reasonably satisfy County that the charges made by any Affiliated Entity are reasonable in Maintain ReGeEdsf Geunty's Right to Examine . Information gained from examination of books and records pertaining to operations not regulated by the County shall be treated by the County and its agents as confidential information. "Affiliated Entity" shall be defined, for purposes of this section, as any entity which provides products or services to Contractor and in which either Contractor or the affiliated , entity owns a ten percent ( 10%) or greater interest in the other, or where one person or entity owns ten percent (10%) or greater December 19, 1994 30 D RA F T interest in both. 37. BREACH AND TERMINATION. The Director of Community Development shall have authority, subject to review by the Board of Supervisors upon appeal, to determine whether a breach of any provision of this Agreement by Contractor has occurred. Any waiver of a breach shall not be deemed to be a waiver of any subsequent breach or to be construed as approval of a course of conduct. In the event that the Director determines that a breach has occurred, County shall give Contractor written notice of the , breach setting forth the breach or default. Contractor shall have a reasonable period to cure the noticed breach. In the event the breach or default is cured to the satisfaction of the Director of Community Development within the period of time allotted, the breach shall not be deemed a material breach. In the event that the Director of Community Development determines that Contractor has failed to satisfactorily cure the breach or default within the period of time allotted, the Director of Community Development may determine such breach or default to be material. Multiple or repeated breaches, or a pattern of breaches and subsequent attempts to cure said breaches by Contractor shall provide an adequate basis for the Director of Community Development, in his discretion, to declare any subsequent breach to be material, notwithstanding whether that breach is ultimately. cured by Contractor. If such a determination of material breach is made, the December 19, 1994 31 DRAFT Director of Community Development's determination shall be automatically appealed to the Board of Supervisors for final action. A material breach shall be cause for termination of this Agreement by the Board of Supervisors. . In the event of a termination pursuant to this section, County shall have the right to temporarily assume the obligations of Contractor and shall have the right to forthwith take possession of all trucks and other equipment of Contractor and exercise Contractor's right to enter and use any disposal facilities for the purpose of performing the services agreed to be performed by Contractor herein until such time as County can make other arrangements for the performance of said services. However, such temporary assumption of Contractor's obligations under the Agreement shall not be continued by County for a period exceeding twelve ( 12) months from the date such operations are undertaken by County. During any period in which County has temporarily assumed the obligations of Contractor under this Agreement, County shall be entitled to the gross revenue attributable to operations during such period and shall pay therefrom only those costs and expenses applicable or allocable to said period, including the reasonable rental value of the trucks and equipment to be paid to Contractor. County shall be entitled to the excess, if any, of revenue over applicable or allocable costs and expenses during such period. The loss, if any, during such period shall be a December 19, 1994 32 D RAFT charge against Contractor, and shall be paid to County by Contractor on demand. Final adjustment and allocation of gross revenue, costs, and expenses to the period during which County temporarily assumed the obligations of Contractor shall be determined by an audit by a Certified Public Accountant and prepared in report form with his unqualified opinion annexed thereto. Nothing in this Agreement shall prevent County during any period in which County temporarily assumes the obligations of Contractor under this Agreement, from employing persons who were employed by the Contractor for the collection of Solid Waste under this Agreement. Upon the occurrence of a material breach and the declaration of such and termination of this Agreement by the Board of Supervisors, this Agreement and the franchise granted thereunder shall be of no further force and effect, excepting those provisions concerning County's right to temporarily assume Contractor's obligations and to use Contractor's facilities, and Section 30 (Indemnification) . County then shall be free to enter into whatever other arrangements are deemed justified and necessary for the collection, removal and disposal of Solid. Waste within the Franchise Area. i- jE�1t1 °. .;;.► '1# t 0Li ' tt` # t) ......................... e� e �<' December 19, 1994 33 D RAF T 38 FOtCE MA.TURE. :}«<> + patty shad l be a d+ � Sts ;obli, atlons ullldE' ` h�.S +i4+2fi ' 1R ..� .thy.... uC: J :r:> >#�Ft::::;><>.::4 » : : ..:........:::::.::::::::::P..: ....:..:.:....:......::.:......::.:.:::: oblS�gat�pns by c'isOYl t k'c�r a Ma's u e eventr wha:C. eh ......... ��., .. ......... . .......::.:. . .....:... c1 de but $ e nog <>:> k e>::< ' :Q..... ,...a� I .......:.:::..:...:.::.::..:::.::.::.....:.:::::::.: ...::......::: :.................:.::...........g:::.....::::::::::::::::::: :::::::::::._:.::::.:::::::::::::: d u :::::::: :............. h3�G. ii� ' :>eeri `':' :`><ia > > > 3 : a .. ... .7 .:.. ............x:::........... 7, :::: :.::::::Y:.::::.......::: :::: ::: ......................................................................................................................................................................................................................................... e. 3ke. . �C >s.tip a e >. ;.<:q' ode. . ><>:< : = >:<> : xe . C......ti1 1. ..... k t '>• of 5 ><:. : :: a..:....... r...:. .... ::.iii:::;.i:.iii".;:.:':::.?:•:hili}iii::Kvii:vy}iiii}:::'iii;<i.:::.:...iiiiii::::::.i......::.::......4::i1:::i:Jii:4i::•i1:::;: :.iii:'iii: n. :.: :::::.:: :::s:.:: b ::: 3!'.::::::::::.::.::::::::._::: .::::::::::::::::.::..:.::::::::. aere . :::::::::: .::::..........:::::.::.:.i;:.i::::<;.i:.;:.;;;:i; :.;: i:.;;;;:.;;:......:h;;:.::.;;;ii:r:. t .t"t3tIl ::::::::.v:::.:�:::::::::::::::::.�::::.:::.::::::::::::::::::.�:.�:::::::::::::::i.�:::.........�nn:::Gw:::::::v:hi:•:iii:::::::vw:::::.:::::::::::•:::::..�::.�:::::•::i:::::::w:}:::ii:{.....t......F.n::.:..:k........:. ... •:::..:::!:. :i:,ii::.ii'�':MLr'.'_...::: :'.:�i�i�if:� ii}}�:�i�+::/i+i}"�[;C. y�'[y':. v��1V;:1i}:hii..:..: :::::•::/ii�:`':i:?y`�}1Y.�::::}i:::::h�,.y].: :. 1f:.ih '•" de:{Y'•.�1'�(�, e M •fY *1 e �K :..::........ :.::.: xa .... �.ne >» ..i exaes> szt . ..... . a .... . :t b .:.�4.. axe ::. : a m ri:. ` ` lea:>; :::::::::::::::.......................................................... .... .. ..................................:::::::v::.::::::i:::w:::.�:::,�:.::::::::::::::.::::::•::w::::::::::::::::nom::::::::::::.�:::::::::::::n:w.w:.�::n::.v::.:::::.:::::. \x4 :.i::.::i'h}i'*"""**""'............v:'ry:•i:ni':.::ryTi::.::•:"':"^ii::i*:::i"ry;.: r.:is is F!':'.Ji}iiiiiiii::.::iiii::•::::::ni}iii h:"::!n:::::.i}i'h}i"•i::iti:: 4v.; .... .................................................................................................................................................................................................................................... ::> .5:.::::: ....... .;�. v ..... . .......da ,:s:.i:i� ;i•;'i:;;.i::i..i::�>:;'<:::.;': ;': :': ::>::::<:<::;.:::>;::::<:<.::;<,,:;:i:;.,_,::::;.>: �;::i::i::i::i::i;<:::.::.;iii:.i:.;:.:<::.>:�;:.;•<>;'.>:'::.:>;::;>i:.:.;<.;';::':.>'i:: ::;;.;:;;;::;':.:;':;':;;:::::<:».;:.i::i...:::.:.:::;;;.:, i tut rt M Fix e<<... ... X-t. .....................i:.i'<.: i'::;hi:.: ;.i:.i:.;;iii ::.:::..;::';ii:.i;i:.i:.::.i••:,.:.i:.::.i':.i:.i:.:::<. ii:.;:.;:.;':.;:. .i:::..::;.ii.i:.i:.i:.i:.iii :.>:.i:;.;::';.:;.:;.iii:.i::>:.ii:•::i:.i:. erih :::-O.t :+ C4'te :>>,._.>:`>:: '»<. <»".<<'" > , ......................... > ;` ..... :: ..:::.:. «: Qzertexz ' + ::::::::::::::::::::::.::::::::::::::._._::::::::::.::::::::::::::::::::.::: .::.:::::::::::: :::::.::: -. December 19, 1994 34 DRAFT ,:... naborm as cru. p� ssli . << 38. EMERGENCY. Notwithstanding Contractor's exclusive franchise rights set forth in Paragraph 5 (Exclusive Privilege and Duty) , in the event of an emergency due to natural disaster or labor strike which interrupts the collection of Solid Waste by Contractor, the Board of Supervisors shall have the right to declare a temporary suspension of this Agreement for the reasonable duration of the emergency and until such time as County determines that Contractor is able to reassume all obligations under this Agreement. Should Contractor fail to demonstrate to the satisfaction of the Board of Supervisors that required services can be resumed by Contractor prior to the expiration of a six (6) month period, this Agreement may be terminated at the direction of the Board. 39. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Contractor shall comply with all applicable laws, rules and regulations that are now in effect or may be promulgated or amended from time to time by the Government of the United States, the State of California, the County and any other agency now authorized or which may be authorized in the future to regulate the services to be performed herein regarding the collection, removal and disposal of Solid Waste and recycling of material. This includes County Ordinance Code Chapter 418-6 (on mandatory subscription to Solid Waste collection service) , and the County's Materials Diversion Ordinance. 40. AMENDMENT OR MODIFICATION. This Agreement may be December 19, 1994 35 D RAF T amended or modified upon written agreement of the parties hereto. The parties agree to meet and confer in good faith if amendments or modifications are proposed. 41. POLICE POWER. Nothing in this Agreement is intended to or may limit County authority pursuant to -its police power. 42 . CONTEST OF AGREEMENT'S TERMS. In the event either party to this Agreement attempts to challenge the validity of any portion of this Agreement, such action in attempting to challenge the Agreement shall constitute a material breach of this Agreement and the non-breaching party shall have the right to elect to terminate forthwith without suit or other proceeding. This section shall not be construed to prevent either party from seeking redress from the courts for the purpose of legal review of administrative proceedings regarding rate setting or County actions taken pursuant to this Agreement, or for the purpose of interpreting or enforcing the provisions contained in this Agreement. 43. SEVERABILITY. In the event legal action is brought by a person or entity, other than the parties to this Agreement, to challenge, invalidate, contest or set aside any of the provisions of this Agreement, each and every term and condition, and each and every section and paragraph is severable from the remaining terms, conditions, sections, and paragraphs. The invalidation of any term, condition, section or paragraph as a result of a legal action, brought by a person or entity not a party to this Agreement shall not affect the validity or enforceability of the December 19, 1994 36 D RA F T remaining provisions. However, if material provisions hereof are affected, the parties agree to negotiated in good faith to reach agreement on revisions which preserve the substance hereof to the greatest extent allowed by law. COUNTY CONTRACTOR CHAIR, BOARD OF SUPERVISORS President ATTEST, Phil Batchelor, Clerk of the Board Secretary and County Administrator By: Taxpayer I.D. Number DEPUTY December 19, 1994 37 D RA F T LTF. 16a:.twmil219 .94 \DOC\R0004029\70638 3 8 r 12/19/94 17:44 V510 866 8647 C.C. COUNCIL 0001 13/15/1y 4 15:16 510-688535 Post-IV brand fax transmittal memo 7671 xorpayes ► 7b From t Co. 14 Co, C8 Phone N 'S�6G cA e Fax CONTRA COSTA # o 6.4 Z F 8C �, _L^ C 0 U N C f L — 240!4 Bishop Drive, Suite 121 S.01 R.Ifflon, CA 945k.3 11.1t)nv: t,101 W$6.0666 Pax: (5111) Nhl)-8647 ar„IOenl , r,,en,r1 r`t.r..n Dwrnbot 19, 1994 r-++•wdbt�tett Pry dins ft"Pwf Or*-rt M on ”b•Yfe Cluirman.Tom Powers Tia.Carco-s andIvIernbcrs Ona., r:nn•r Contra Costa Board of Supervisors 651 Pine Street YKf Vrmro.nf MAfti=4 CA 94553 TneY Cor�s bemot•J.Remo : Dear Chairosan Powers and Membars of the Board: vK.rwM ora -To- e a e:ltbo 740 Centra Costa Council,at their regular mons*board meeting on Friday,December To-M:l"rJCkMrI 16 1994 Passed the following resolution to be pr y - rr.•. f P $ eSented to our board: YiCt Pt.9.deM "The Contra Costs,Council endorses a competitive bidding process GL.r.rr e.ca... IV,( L t� L for garbage scMces." tae .rt L«i.linv(mg This rmlution was passed without indiaatir3g any prefc=cc for whether the County 9 1kb luwrnrr.arc�.voe or Contra!San should go out for co=qatitive)rids. We are rAncerne>d that the process move forward with competitive bidding u,ro C•rata lease chide t1Ht7 action taken by tho Contra Cosh Council, representing 400 of the • busi=Bes in Comity's loadutg your deliberaticm an Tuesday,December 20th. E•r�ulrv►0•cctur very U-Wy}idux-S. Bu0 l iYr CONTRA COSTA COUNCIL. Thomas K. Tarrill Prereid= ALAMO IMMOVEMENT AMOCIMON ra rlffke cmtry P. 0. 6010 tri • Al ANO,CNJe0MA 94507 • (510)820-2802 Supervisor Gail Bishop Contra Costa County Board of Supervisors 18 Crow Canyon Court , Suite 120 San Ramon, CA 94583 December 16 , 1994 Dear Supervisor Bishop:_—� We are_-w--r- i-ting-,.to- you,, to urge that you vote against _? Supervisor Powers ' proposal that Contra Costa County l.et ;a 20-year residential-garbage franchise for'—A-1—am—oo—and- other unincor,Porated areas; of the County to Waste Management Corporationwithout competitive _b dd�ing / ._The- discussion and vote are scheduled for the Board of Supervisors meeting on December 20 . For many years the Alamo area , and its 4500 households have paid higher and higher garbage rates . Recently , Central San redirected our garbage to the Altamont Landfill , which resulted in a reduction in our rates from $21 .75, among the highest in the United States , to $17 .50 . Central San and the Contra Costa Solid Waste Authority are now planning to send out a request for proposals from as many as 18 garbage companies to be effective in 1996 , which could result in substantially lower rates , as the industry currently has significant excess capacity . Rates could possibly be driven down to a range of $10 to $12 per month . or_e empt this open_b�dd_3ng_ rocess ontxact_wouldpub-lic -policy- because It-would -wastean y_oppo_r_t.unity to 1_o_wer rat.es__fu,r_th_er on_be.half__o_f__.Alamo end other r-esi-dents. I am sure we will have your support . Very truly Yours , i�t a, Rob Fates President