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HomeMy WebLinkAboutMINUTES - 10211997 - C62 TO: BOARD OF SUPERVISORS �= �4L_.°� Contra Costa FROM: DENNIS M. BARRY, AICP 's DIRECTOR OF COMMUNITY DEVELOPMENT County ,_ - STa couK'r'{ DATE: OCTOBER 21, 1997 SUBJECT: CONSIDER APPROVAL OF A MEMORANDUM OF UNDERSTANDING WITH THE KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT TO PROVIDE SOLID WASTE AND RECYCLING SERVICES TO THE KENSINGTON AREA AND AUTHORIZE THE CHAIR OF THE BOARD OF SUPERVISORS TO SIGN THE DOCUMENT; AND RESCIND THE FRANCHISE AGREEMENT BETWEEN THE COUNTY AND BAY VIEW REFUSE AND RECYCLING SERVICES, INC., WHICH WAS APPROVED FOR SIGNATURE ON OCTOBER 22, 1996. SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND & JUSTIFICATION RECOMMENDATIONS: 1. Approve the Memorandum of Understanding with the Kensington Police Protection and Community Services District to provide for solid waste and recycling services to the Kensington area; and 2. Authorize the Chair of the Board of Supervisors to sign the Memorandum of Understanding; and 3. Rescind the Franchise Agreement between the County and Bay View Refuse and Recycling Services, Inc., approved for signature on October 22, 1996. 4. Direct that the County's share of the franchise fee be used to implement AB 939 Source Reduction and Recycling Programs. FISCAL IMPACT: The County has been collecting a 5% Franchise Fee in the Kensington area. The proposed Memorandum of Understanding will only allow for a 3% Franchise Fee to the County. The Kensington Police Protection and Community Services District will collect a 2% Franchise Fee for administering the Franchise Agreement and participating in AB 939 program development and operation. CONTINUED ON ATTACHMENT: ✓ YES SIGNATURE Idl t��O�P ACTION OF BOARD ON IP, APPROVED AS RECOMMENDED V OTHER i VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN UNANIMOUS(ABSENT ) AND ENTERED ON THE MINUTES OF THE AYES: NOES: BOARD OF SUPERVISORS ON THE DATE SHOWN. ABSENT: ABSTAIN: ATTESTED ;?-/F� 1179 Z _ Contact:Mary Fleming (335-1230) PHIL BATCHELOR,CLEKK OFT E Orig: Community Development Department BOARD OF SUPERVISORS AND Silvano Marchesi, County Counsel COUNTY ADMINISTRATOR BY: , DEPUTY J:groups...ken10-21.bod Board Order MOU with the Kensington Police Protection and Community Services District October 21, 1997 -Page 2- BACKGROUND/REASONS FOR RECOMMENDATIONS The Kensington Community Services District (KCSD) has had a Franchise Agreement with Bay View Refuse Inc. (Bay View) for the collection and disposal of solid waste since July of 1981. In 1991, the Board of Supervisors approved Ordinance 91-31, "Solid Waste Collection, Disposal and Recycling Agreements". The Ordinance requires solid waste haulers in the unincorporated area to obtain a Franchise Agreement from the Board of Supervisors, or for the franchising agency to enter into a Memorandum of Understanding (MOU) with the County. On August 6, 1991 the Board stated their intent to provide for solid waste services in several unincorporated areas, including Kensington, through either a direct Franchise Agreement with the solid waste contractors or an MOU with the local agency. A five year notice was provided to all existing solid waste contractors and local agencies regarding the county intent. No agreement was reached with Kensington on development of a MOU. A proposal was submitted that did not meet Ordinance requirements and was apparently never pursued by either the County or the District. In April 1996, when Bay View was unable to come to an agreement with KCSD on new rates, Bay View requested that the County grant it a Franchise Agreement for the unincorporated Kensington area. The County then worked with KCSD and Bay View for several months attempting to reach an agreement on the preferred method of providing for solid waste service in the Kensington area. The Board at that time stated its preference to allow Bay View and KCSD to work out their differences and come to an agreement, but directed staff to develop a Franchise Agreement between Bay View and the County in case an agreement was not reached between Bay View and the KCSD. They also directed staff to develop an MOU which could be used between the County and KCSD if the District was able to come to an agreement with Bay View. County Ordinance requires that an MOU include provisions which assure that the County maintains control of the wastestream and disposition of recyclables; provides for mechanisms for implementing the county's Source Reduction and Recycling Element; provides agreement to design and modify programs and/or rate structures as necessary to meet overall goals, etc. When the County was unable to successfully facilitate the process of negotiation between KCSD and Bay View in coming to any agreement on their rate structure the Board of Supervisors was asked to consider the adoption of a county Franchise Agreement with Bay View. In September, 1996 the Board of Supervisors approved a Franchise Agreement with Bay View Refuse and Recycling Inc., to allow for the provision of solid waste and recycling services in the Kensington area. The effective date of the Agreement was set for 30 days later to allow additional time for the Kensington Community Services District and Bay View to reach an agreement on collection rates and on the content of a revised franchise agreement between them. When there was no further progress during the 30 day period the Chair of the Board was authorized to sign the Franchise Agreement. The Kensington Community Services District subsequently challenged the County's legal right to enter into a Franchise Agreement with Bay View. The court directed the KCSD and Bay View to re-enter negotiations. The County assisted in the negotiations by hiring an auditor(at Bay Views cost) to review the Bay View financial statements. Upon completion of that review KCSD and Bay View were able to agree on a new rate and a methodology for determining future rates. Board Order MOU with the Kensington Police Protection and Community Services District October 21, 1997 -Page 3- The Kensington Police Protection and Community Services District has now reached agreement with Bay View Refuse and Recycling Services, Inc. and entered into a Franchise Agreement dated September 11, 1997 (attached as Exhibit A) which is to be effective September 1, 1997 if the County approves the Memorandum of Understanding (attached as Exhibit B) between the County and the Kensington Police Protection and Community Services District. Staff has reviewed the Franchise Agreement and is satisfied that the combination of the Franchise Agreement and the Memorandum of Understanding provide the County with the ability to assure that Source Reduction and Recycling programs as required by the State can be implemented within the Kensington area. The MOU provides for a coordinating committee that will facilitate communications between the County, the District and Bay View and will assist in developing source reduction and recycling programs in a cost effective manner. With the proposed agreements, Bay View will be providing expanded recycling and greenwaste services beginning in January 1998. This will include monthly pickup of greenwaste for composting and the addition of all materials required by county ordinance. Due to a lack of understanding on the part of the KCSD of the variable can/mini-can rate program implications they anticipate that it will take them until July of 1999 to implement this required program. It is anticipated that all other source reduction and recycling programs will be initiated within Kensington at a time similar to the rest of the unincorporated areas. A Settlement Agreement has been negotiated and submitted to you separately. Subsequent to approval of the Settlement Agreement staff recommends that the Board approve the Memorandum of Understanding and rescind the existing Franchise Agreement between the County and Bay View. J:groups...ken 10-21.bod f MEMORANDUM OF UNDERSTANDING WITH KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT CONTRA COSTA COUNTY MEMORANDUM OF UNDERSTANDING BETWEEN THE KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT AND THE COUNTY OF CONTRA COSTA FOR MEETING THE REQUIREMENTS OF THE CALIFORNIA INTEGRATED WASTE MANAGEMENT ACT OF 1989 This Memorandum of Understanding ("MOU") is made and entered into between the Kensington Police Protection and Community Services District, a public agency formed pursuant to California Government Code Sections 61000, et sed. (hereinafter "District") and the County of Contra Costa, a political subdivision of the State of California, (hereinafter"County") and shall be effective on September 1, 1997 provided it is executed by both parties on or before November 1, 1997. RECITALS This MOU is entered into in consideration of the following matters: A. The County Board of Supervisors and the District Board of Directors represent, within their respective boundaries, the residents in the unincorporated area of the County. B. District is a community services district providing solid waste management, resource recovery and disposal services to the public, as well as businesses, within the unincorporated area of Contra Costa County known as Kensington. C. The California Legislature has enacted the California Integrated Solid Waste Management Act of 1989, Chapter 1095, Statutes of 1989 (hereinafter "the ACT"). Amendments to the ACT have been adopted and others may be adopted in the future. The ACT is codified in the California Public Resources Code, Sections 40000, et sem• D. The ACT requires that the County prepare and adopt a Source Reduction and Recycling Element (hereinafter"SRRE") and a Household Hazardous Waste Element (hereinafter "HHWE") for the unincorporated areas of the County. The ACT further mandates the diversion of twenty-five percent (25%) of identified solid waste from land disposal by January 1, 1995 and the diversion of fifty percent (50%) of said solid waste by January 1, 2000. The County is also designated within the ACT as the responsible agency for meeting these waste reduction goals for the unincorporated areas of the County. -1 - E. The County and the District have statutory powers to contract and enter into agreements. F. The County has adopted Ordinance 91-31 (Solid Waste Collection, Disposal and Recycling Agreements) providing for the franchising of solid waste activities within the unincorporated areas of Contra Costa County unless memoranda of understanding (MOUs) are entered into by the current franchisors and the County. Further, the County has prepared the SRRE and HHWE for the unincorporated areas of the County. G. The District is authorized and empowered by State of California Community Services District Law, Sections 61000, et se=. of the California Government Code, to collect and dispose of waste and garbage. The District currently is a party to a franchise agreement pursuant to which solid waste collection and disposal has been provided since 1981 by Bay View Refuse Service, Inc. H. The District and County wish to enter into a MOU for the purpose of meeting the mandates of the ACT with regard to the unincorporated territory of the County within the jurisdictional boundaries of the District, and further coordinate with each other to facilitate the County's achievement of the countywide goals pursuant to the ACT. NOW, THEREFORE, the County and the District enter into this MOU to define their respective roles and responsibilities regarding the provision of solid waste collection service within the boundaries of the District. ARTICLE 1: PURPOSE OF THE MOU 1.1 General. The purpose and intent of this MOU is to provide a representative, economical and effective means by which the unincorporated areas of the County may achieve the waste reduction goals set forth in the ACT and to meet the requirements of County Ordinance Code Chapter 418-7. ARTICLE 2: FRANCHISE, ACT AND OTHER SOLID WASTE REQUIREMENTS 2.1 SRRE and HHWE The ACT mandates that the County prepare and adopt a SRRE and a HHWE for the unincorporated portion of the County, which elements are included as parts of the Countywide Integrated Waste Management Plan for Contra Costa County. The County, prior to the effective date of this MOU, has prepared the SRRE and HHWE for the unincorporated areas of the County, which have been approved by the California Integrated Waste Management Board. The County intends to continue to implement the programs in the HHWE and SRRE, as amended from time -2- to time, as required by State law in the unincorporated area of the County, including the Kensington area. 2.2 FRANCHISE. The District will concurrently enter into a franchise agreement with Bay View Refuse and Recycling Services Inc. ("Bay View") for the provision of solid waste services in Kensington. Attached as Exhibit A to this MOU is the franchise agreement executed by the District and Bay View Refuse and Recycling Services, Inc. ("Bay View"), dated as of September 1, 1997. County acknowledges that the attached franchise agreement adequately provides for County's ability to implement programs as required by the Act, and to meet the goals and other mandates of the Act and/or any other law regarding solid waste management and/or recycling as may be adopted from time to time. 2.3 COUNTY PROGRAMS. 2.3.1 Pursuant to the SRRE, the County is responsible for setting up programs in all parts of the County. Initially, as part of that responsibility the County will provide Source Reduction and Recycling programs to individual communities, ( such as compost workshops) as well as the coordination for countywide programs (such as variable can rates, mini-can rates, source reduction programs [i.e.: Shop Smart], commercial recycling programs, collection programs for reusable items, develop full scale recycling programs for both single family and multifamily residential and commercial developments). The County shall work with the District in establishing such programs in the Kensington area. The District and County shall cooperate in the implementation of such programs, as appropriate. 2.3.2 Prior to making any changes to these programs which the County is aware may significantly affect the District's jurisdictional area, the County shall notify the District of the proposed change and provide an opportunity to comment on said proposal. To the extent practically possible, the County shall integrate the District's comments into any significant program change prior to its implementation. . 2.4 COORDINATING COMMITTEE. The District shall form a coordinating committee which consists of five members: one member of the District Board of Directors or the member's alternate, one District staff person, one representative of Bay View, one member of the County Board of Supervisors or the member's alternate, and one County staff person. The purposes of the coordinating committee are to facilitate communications between the County, the District and Bay View and to assist in developing source reduction and recycling programs in a cost effective manner. -3- 2.5 DATA COLLECTION. 2.5.1 Pursuant to the Act, the County is responsible for: reporting disposal, recycling and program information to the State on a regular basis; tracking all waste originating within the County and waste deposited in County landfills; reporting the amounts to all Cities and Counties and to the State for purpose of determining overall compliance with the waste diversion goal of 50% by 2000; and for reporting to the state the amounts of various materials recycled and waste reduction programs instituted in the unincorporated County. The District agrees to implement such uniform monitoring, reporting and data collection methodologies as established by the County from time to time in response to State requirements. The District shall provide information to the County in the computerized or noncomputerized form (including format) as requested by County, in a timely manner. 2.5.2 Initially, the District General Manager shall provide complete recycling reports on at least a quarterly basis. The first quarterly report shall be submitted by November 15, 1997, for the prior July/August/ September quarter, followed by quarterly reports on the following schedule: February 15 for October/November/December; May 15 for January/February/March; and August 15 for April/May/June. The first Annual Report is due February 15,1998 for 1997 and then each year thereafter on the same schedule. The District shall be responsible for obtaining reports from Bay View that provide a breakdown by material/tonnage, and sales price and buyer of all materials recycled, and of the amount of solid waste and green waste disposed and at what location for the Kensington community. The scheduling of reports may be modified by the County. The reports shall initially be provided in the format shown in Exhibit B. 2.5.3 The District shall provide to the County the following information in a timely manner: a) copy of rate application from contractor; b) copy of District's notification to contractor of rate decrease; c) copy of contractor's written notice of CPI rate change; d) notification of any rate change approved by the District, including CPI change or rate reduction; e) draft customer satisfaction survey, for review and approval; f) copy of survey results; -4- g) copy of draft annual customer information, for review and approval; h) final copy of annual customer information; i) draft recycling promotional information, for review and approval; j) final copy of recycling promotional information; k) copy of Bay View records regarding number of customers and type of service; 1) copy of notice from contractor of intent to change disposal site for solid waste and/or intent to change delivery site for recyclables (including green waste) or reusables; m) copy of request by contractor for authority not to collect materials for which there is no adequate market for review and approval; n) copy of any written notice of breach sent by the District to the contractor; and o) copy of any proposed or approved amendment or modification of the Franchise Agreement. The County shall have thirty days to review e), g), and i), and require reasonable modifications to the drafts. The County shall have thirty (30) days to respond to requests submitted under subparagraph 1). If the District does not receive a response within thirty (30) days, it may assume that drafts are approved as submitted and that a request submitted under subparagraph 1) is approved. 2.6 PUBLIC INFORMATION. The District shall provide a means for the County to disseminate information to individual customers relating to the SRRE and/or HHWE. If dissemination of information will be through customer billings, the District shall inform the County of applicable deadlines for including information with customer billings. Customers shall be kept informed regarding program implementation and goals, and their progress toward meeting those goals. In addition, the District will arrange for distribution to individual customers of other materials provided by the County related to environmental programs at no cost to the County other than direct costs such as incremental postage. Promotional material generated by the District or Bay View relating to recycling, reuse etc. shall be submitted to County for review and approval prior to distribution to assure compatibility with County source reduction and recycling efforts which review shall be completed in 30 days. District shall provide County with copies of all solid waste or recycling surveys and public information provided to Kensington residents by Bay View or by the District. -5- 2.7 DISTRICT PROGRAMS. 2.7.1 The District will implement "reduce, reuse and recycle" programs described in the County SRRE, as amended from time to time, in a manner sufficient to achieve a reduction in the amount of solid waste originating in the District area, which is landfilled, comparable to the amount of reduction that is required in similar residential areas in the unincorporated area of the County, to meet the requirements of the Act. 2.7.2 The District shall design and modify programs and/or rate structures as needed to meet the overall SRRE goals. Specifically, the District will implement each of the selected programs contained in the source reduction component, the recycling component, and the composting component of the SRRE, as amended from time to time, which are identified as programs to be implemented by franchisor agencies and/or haulers. The District will provide local publicity and generate local interest in solid waste and recycling programs, provide locations for activities such as compost workshops, determine any special needs that the community may have in regards to solid waste pickup services, including recycling and green waste and work with County staff to develop "reduce, reuse and recycle" programs that will be effective in the Kensington community. The District shall notify the County of the implementation or reduction or elimination of any "reduce, reuse, recycle" programs required for the implementation of the SRRE. 2.7.3 If the County considers the District's implementation of one or more such programs to be inadequate (as measured against the description of the program and its anticipated impact on waste diversion in the SRRE) it may bring the matter to the attention of the Coordinating Committee. If, thereafter, the County continues to consider the District's implementation to be inadequate it may notify the District in writing, specifying the deficiency and proposing specific changes. If the District does not implement the changes in a reasonable time, the County may independently arrange for the implementation of such program changes and may require the District to pay the costs thereof. 2.8 HOUSEHOLD HAZARDOUS WASTE PROGRAM. District shall be responsible for its pro rata share of costs incurred by the County in implementing the HHWE. In order to accomplish this, District will include in Bay View's rates, as a pass- through expense, the amount of District's share of HHWE costs for each year, based on estimates from County. The amount of District's share for FY1996-97 was approximately $4,000, which has been paid. County will bill Bay View directly, and Bay View will pay County directly. County will provide District the amount of its share for FY 1997-98, together with a statement of how that share was calculated, no later than April 15, 1998, and will continue to do so by April 15 of succeeding years. -6- 2.9 FRANCHISE FEES. The District shall include in the rates charged by Bay View, a Franchise Fee in an amount determined by the County, to pay for County expenses and costs incurred in implementing the SRRE, as amended from time to time, and other solid waste management costs incurred in connection with solid waste management, including, but not limited to, costs associated with this MOU. Unless otherwise directed by County, the Franchise Fee to be paid to County shall be 3% of Bay View's gross receipts. County shall not increase the Franchise Fee above 3% unless the County's costs of administering solid waste programs, including costs of implementing the SRRE, exceed the then applicable franchise fee. Any increase shall be proportional to District's share of the costs. If County's costs of administering solid waste programs, including costs of implementing the SRRE decreases, the District may request a decrease in the franchise fee. The District shall have no duty to defend the County in any suit challenging the County's franchise fee. 2.10 INITIAL PROGRAM IMPLEMENTATION 2.10.1 REUSE PROGRAM: The District and County shall work together with Bay View to design a pilot reusables pick-up program. The program may include pickup of reusables by either a non-profit or a for-profit organization. (e.g. Goodwill or Urban Ore). 2.10.2 METHOD OF RECYCLING: The District shall consult with Bay View and the County to determine the most cost effective method of accomplishing the required recycling. Possible methods include: a) picking up at curbside, different materials on different days, b) allow for mixed curbside pickup to be sorted at a transfer station or central sorting area, c) designated containers for each material to be picked up at curbside, d) local neighborhood drop off sites for some materials. 2.10.3 SOURCE REDUCTION AND RECYCLING ELEMENT (SRRE The District shall work with Bay View to provide for the following SRRE requirements: a) After a survey to determine the level of interest, set mini-can and variable can rates, and establish a variable can rate structure and provide for mini-can service by July 1, 1999. b) Collection of cardboard, mixed paper and other items required by Chapter 418-10 shall begin in January 1998. -7- c) Monthly collection of green waste beginning in January 1998. 2.11 FREE SERVICE FOR COUNTY. District shall provide Solid Waste collection and disposal services at those County buildings within the Franchise Area (currently, the Library) designated by the Director of Community Development from time to time, at no charge to the County. 2.12 COUNTY AUTHORITY, DISCRETION. 2.12.1 The ACT, other California statutes, and the California Constitution, authorize and/or require the County to undertake a number of activities involving solid waste handling and disposal. The ACT specifically empowers the County to undertake certain planning functions including the development of SRRE's, HHWE's and the Countywide Integrated Waste Management Plan. 2.12.2 The District franchise with Bay View provides for District/County control over the location at which solid waste is disposed. The District agrees to direct Bay View to transport (or not transport) solid waste to specified landfills or solid waste handling facilities as directed by County in the following circumstances. a) The County determines that the landfill currently being used is unpermitted, is in violation of its permits, or is otherwise out of compliance with federal or state environmental laws, regulations or standards such that the disposal of solid waste from Kensington creates a potential liability for the County, and so advises the District, and other agencies in the County using such landfill, in writing; b) The County requires the ability to commit the solid waste from several jurisdictions, including Kensington, to a particular landfill in order to secure volume reductions on tipping fees charged at such landfill, and the tipping fees for the aggregated wastestream are lower than those then paid by the District at the landfill it is using; c) The County determines that the solid waste diversion goal required by the Act will not be met in the unincorporated area of the County, has made a diligent effort to implement the SRRE programs which are the responsibility of the County, and has determined that it is necessary for an overall Countywide effort which includes the use by its franchisees and franchisor agencies in the unincorporated areas, of materials recovery facilities to secure the additional recycling needed to comply with the Act. 2.12.3 If the County determines that it is necessary for proper implementation of SRRE programs, the County may direct the District to direct specified _g. recyclable materials, including green waste, collected within the District's boundaries to be delivered to a particular purchaser of such material. The County will not exercise its discretion, as described in this paragraph, unless it has or will also direct all similarly situated recyclable materials collected in other County franchised areas. ARTICLE 3: TERM AND TERMINATION 3.1 TERM. The term of this MOU is for 19 years, subject to termination as provided herein. 3.2 INCORPORATION, ANNEXATION. Upon the annexation to a municipal corporation or the incorporation of any of the territory covered by this MOU, as to said territory, this MOU shall be terminated as provided by law, upon the effective date of the municipal corporation's determination to franchise or otherwise regulate solid waste and recycling in said territory. 3.3 TERMINATION OF FRANCHISE AGREEMENT. This MOU shall automatically terminate one year after the termination of the Franchise Agreement unless the District enters a new Franchise Agreement that provides for the effective implementation of the SRRE and HHWE and complies with Ordinance Code Chapter 418-7, as amended from time to time, no less effectively than as provided in Exhibit A. ARTICLE 4: INSURANCE INDEMNITY, FINES AND ALLOCATION OF LIABILITY 4.1 INSURANCE AND INDEMNITY. Neither the County nor the District, as a condition of the execution of this MOU, shall be required to provide direct insurance coverage or protection to the other. Except as provided in section 4.2 (Act Requirements), neither County nor District is required to contractually indemnify the other against damages to any person or property not a party to this MOU. 4.2 ACT REQUIREMENTS. District shall indemnify the County for any fines imposed on the County by the state for failure to properly implement the County's SRRE, where the failure is partly or wholly attributable to action or inaction by the District. The District's share of any fines shall be proportionate to the District's share of responsibility for the failure. The District's share will be calculated as the ratio which the number of tons of solid waste disposed of on land that originate in the District in excess of the number of tons which could be so disposed without violating the Act bears to the number of tons of solid waste disposed of on land which originate in the unincorporated area of the County in excess of the number of tons which could be so disposed without violating the Act. -9- ARTICLE 5: GENERAL PROVISIONS 5.1 SEVERABILITY. The invalidation of any term, condition, or provision of this MOU as a result of a legal action brought by a person or entity not a party to this MOU shall not affect the validity or enforceability of the remaining provisions. However, if one or more material provisions is affected, the parties agree to negotiate in good faith to reach agreement on revisions which preserve the substance hereof. 5.2 MODIFICATION. This MOU constitutes the entire agreement between the parties with regard to the items discussed herein. A party may modify this MOU only by subsequent mutual written agreement executed by both the County and the District. 5.3 ASSIGNMENT AND DELEGATION. Except as provided herein, neither County nor District shall assign any rights nor delegate any obligations as provided under this MOU without written notice to and consent of the other party to this MOU. 5.4 CALIFORNIA LAW. This MOU, its interpretation and all work performed thereunder, shall be governed by the laws of the State of California. 5.5 NOTICES. 5.5.1 All notices and communications deemed by either party to be necessary or desirable to be given to the other party shall be in writing and may be given by personal delivery to a representative of the parties or by mailing the same postage prepaid, addressed as follows: If to the District: Kensington Community Services District 217 Arlington Avenue Kensington, California 94707-1401 Attention: General Manager If to the County: Contra Costa County Community Development Department County Administrative Building 651 Pine Street 4th Floor, North Wing Martinez, California 94553-0095 Attention: Solid Waste Program Manager If to Bay View: Bay View Refuse and Recycling Inc. Attn: Lewis Figone, President P.O. Box 277 EI Cerrito, CA 94530 -10- 5.5.2 The address to which mailings may be made may be changed from time to time by notice mailed as described above. Any notice given by mail shall be deemed given on the day after that on which it is deposited in the United States Mail as provided above. 5.6 WAIVER. The waiver by either party of any breach or violation of any of the provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. 5.7 ATTORNEY'S FEES. In the event of litigation between the parties arising hereunder, each party shall be responsible for and shall pay its own litigation expenses, including attorney's fees. 5.8 BAY VIEW REFUSE. This MOU grants rights to and imposes obligations upon Bay View. By its execution of this MOU, Bay View acknowledges and agrees to comply with and be bound by each and every term, condition or provision of this MOU applicable to Bay View. 5.9 NO THIRD PARTY RIGHTS. Except asset forth in section 5.8, this MOU is not intended to and does not benefit any third party. No third party shall have the right to bring suit to enforce any of the provisions hereof. 5.10 PRESERVATION OF POSITIONS. This MOU is not an admission, acceptance or ratification by the District of the legality of the portions of Ordinance No. 91-31, which purport to give the County authority to take control over existing solid waste franchises without the consent of the district and its franchisee, nor is this MOU a concession by the County that Ordinance No. 91-31 is not valid, effective and enforceable in all its particulars. Kensington Police Protection and County of Contra Costa Community Services District By: -- By: �1o�4 - President, Board of Directors Chair, Board of Supervisors Date: October 16, 1997 Date: ie - -11 - Attest: Secretary Attest: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: �_ Date: October 16, 1997 Date: AD -t-1 -/99 7 The following signature(s) attest to Bay View's agreement to the terms, conditions and provisions of this MOU. BAY VIEW REFUSE AND RECYCLING SERVICES, INC. By: Lewis Figo e, President A:MOU.WPD -12- I C September 11, 1997 FRANCHISE AGREEMENT WITH BAY VIEW REFUSE AND RECYCLING SERVICES, INC. KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT e TABLE OF CONTENTS Page 1 . EFFECTIVE DATE, PARTIES . . . . . . . . . . . . . . . 1 2 . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 3 . TERM . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 . INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL . . . . 4 5 . EXCLUSIVE PRIVILEGE AND DUTY . . . . . . . . . . . . 4 6 . EXCEPTIONS TO EXCLUSIVE PRIVILEGE . . . . . . . . . . . 4 7 . LIMITATION ON CONTRACTOR' S OPERATIONS . . . . . . . . . 5 8 . CONTRACTOR' S DUTY TO MAINTAIN RECORDS; DISTRICT' S RIGHT TO EXAMINE RECORDS . . . . . . . . . . . . . . . . . . . 5 9 . CONTRACTOR' S COMPENSATION . . . . . . . . . . . . . . . 6 10 . AFFILIATED COMPANY TRANSACTIONS . . . . . . . . . . . . . 12 11 . OPERATION BY CONTRACTOR . . . . . . . . . . . . 12 12 . TIME AND MANNER OF COLLECTION . . . . . . . . . . . . . 12 13 . CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION . . . . . . . . . . . . . . . . . . . . . . . 13 14 . CUSTOMER SERVICE STANDARDS . . . . . . . . . .. . . . . . 14 15 . CUSTOMER COMPLAINTS . . . . . . . . . . . . . . . . . . 15 16 . BILLING . . . . . . . . . . . . . . . . . . . . . . 15 17 . RECYCLING . . . . . . . . . . . . . . . . . . . . . . . . 15 18 . FREE SERVICE FOR COUNTY LIBRARY AND DISTRICT . . . . . . 17 19 . FRANCHISE AREA-WIDE COLLECTION . . . . . . . . . . . . . 17 20 . PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS . . . . . 18 21 . DISPOSAL AND WASTE STREAM CONTROL . . . . . . . . . . . 18 22 . MISCELLANEOUS OBLIGATIONS OF CONTRACTOR . . . . . . . 18 382732.6 1 September 11, 1997 23 . ADMINISTRATIVE SERVICES AND FRANCHISE FEES . . . . . . . 19 24 . HAZARDOUS WASTE . . . . . . . . . . . . . . . . . . . . 19 25 . PRELIMINARY DISPUTE RESOLUTION . . . . . . . . . . . . . 19 26 . FAITHFUL PERFORMANCE BOND . . . . . . . . . . . . . . . 20 27 . INSURANCE . .. . . . . . . . . . . . . . . . . . . . . . 20 28 . INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 21 29 . ATTORNEY' S FEES . . . . . . . . . . . . . . . . . . . . 22 30 . ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . 22 31 . INVOLUNTARY ASSIGNMENT . . . . . . . . . . . . . . . . . 23 32 . NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . 24 33 . ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES . . . 24 34 . BREACH AND TERMINATION . . . . . . . . . . . . . . . . . 24 35 . EMERGENCY . . . . . . . . . . . . . . . . . . . . . . . 26 36 . COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS . . . . . 26 37 . AMENDMENT OR MODIFICATION . . . . . . . . . . . . . . . 27 38 . STATUTORY POWERS . . . . . . . . . . . . . . . . . . . 27 39 . CONTEST OF AGREEMENT' S TERMS . . . . . . . . . . . . . . 27 40 . SEVERABILITY . . . . . . . . . . . . . . . . . . . . . 27 41 . WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . 27 42 . SURVIVAL OF OBLIGATIONS . . . . . . . . . . . . . . . . 28 43 . THIRD PARTY BENEFICIARY 28 44 . ENTIRE AGREEMENT; SUPERSESSION OF PRIOR AGREEMENT 28 45 . EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS . . . . . . 28 382732.6 1 1 September 11, 1997 FRANCHISE AGREEMENT WITH BAY VIEW REFUSE AND RECYCLING SERVICES, INC. THIS FRANCHISE AGREEMENT is made as of September 1, 1997, by and between the KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT, a political subdivision of the State of California ( "District" ) , and BAY VIEW REFUSE AND RECYCLING SERVICES, INC. , a California corporation ( "Contractor" ) . THE PARTIES AGREE AS FOLLOWS : -1. EFFECTIVE DATE, PARTIES. This Agreement is binding between the District and the Contractor and is effective on September 1, 1997 . 2 . DEFINITIONS. As used herein, the following terms shall have the meanings set forth below: 2 .1 Agreement. Agreement means this Agreement by and between the District and Contractor for the collection, removal and disposal of solid waste and the recycling of material . 2 .2 Act. Act means the California Integrated Waste Management Act of 1989 (Public Res . Code, §40000 et seq. ) and all rules, regulations and definitions adopted under any of those sections, as such sections, rules, regulations and definitions may be amended from time to time in the future . 2 .3 Commercial Solid Waste. Commercial Solid Waste means Solid Waste routinely originating from stores, business offices and other commercial and light industrial sources excluding residences and any wastes from heavy industry (i .e. , industry that manufactures or processes petroleum, lumber, steel, chemicals, explosives, fertilizers, gas, rubber, cement, sugar and other such products [see section 84-60 . 402 of the Contra Costa.. County Ordinance Code . ] ) . 2 .4 Contractor. Contractor means Bay View Refuse and Recycling Services, Inc . , a California corporation. It is the entity which has been granted an exclusive franchise pursuant to the terms and conditions set forth herein. Lewis Figone is president of, and owns 1000 of the stock in, Bay View Refuse and Recycling Services, Inc . 2 . 5 Consumer Price Index or Index. Consumer Price Index and Index each means the Consumer Price Index for All Urban Consumers for the San Francisco-Oakland--San Jose Area as published by the United States Department of Commerce, Bureau of 382732.6 September 11, 1997 Labor Statistics, 1982-84=100 . The Consumer Price Index for June 1997 was 160 . 0 . 2 . 6 County. County means the County of Contra Costa which includes its Board of Supervisors, Community Development Department and/or the Community Development Director . 2 .7 Customers. Customers means those who receive service from 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 . 2 .8 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 . 2 . 9 District. District means the Kensington Police Protection and Community Services District . 2 .10 District Board. District Board means the Board of Directors the Kensington Police Protection and Community Services District. 2 .11 Franchise Area. Franchise Area means the geographic .area generally known as the unincorporated community of Kensington in West Contra Costa County described in Exhibit A to this Agreement . Exhibit A may 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 . 2 .12 Hazardous Waste. Hazardous Wastes include any waste material or mixture of wastes which is toxic, corrosive, flammable, an irritant, or a strong sensitizer, which generates pressure through decomposition, heat or other means, if such a waste or mixture of wastes may cause substantial personal injury, serious illness or harm to humans, domestic animals, or wildlife, during or as a proximate result of any disposal of such wastes as defined in Article 2 , Chapter 6 .5, Section 26117 of 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 28740 of Division 21 of the Health and Safety Code) and 14 Cal. Code Regs . , §17225 . 32 . 2 .13 Industrial Waste. Industrial Waste includes all types of Solid Waste which result from industrial processes and manufacturing operations and/or which originate from such facilities . 2 .14 Infectious Waste. Infectious Wastes include : 382732.6 2 September 11, 1997 (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, outpatient areas and emergency rooms (14 Cal .Code Regs . , §17225 .36) . 2 .15 Memorandum of Understanding. Memorandum of Understanding means the agreement dated as of September 1, 1997 between District and County concerning solid waste collection and recycling services within the Franchise Area executed by the District Board and the County Board of Supervisors . 2 . 16 Recycle or Recycling. Recycle or Recycling means the process of collecting, sorting and recovering materials so that they may be reconstituted for new, reused, or reconstituted products . 2 .17 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 . 2 .18 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 . 2 .19 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 382732.6 3 September 11, 1997 include infectious, designated, and hazardous waste, except household hazardous waste . 2 .20 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 delivery to a transfer facility or other facility by Contractor. 3 . TERM. Subject to section 33 (Annexation and Change of Franchise Area Boundaries) and section 34 (Breach and' Termination) , the Term of this Agreement and the exclusive franchise granted hereunder shall be 18 years, commencing on the Effective Date set forth in Section 1 and expiring on August 30, 2015 . 4 . INTENT' TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL. The District 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 services and recycling of material in the Franchise Area. 5. EXCLUSIVE PRIVILEGE AND DUTY. To the extent allowed by law, District hereby grants to Contractor the exclusive privilege and duty within the Franchise Area to collect, and remove for disposal and recycling, all residential and commercial Solid Waste, including recyclable materials, . 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. 6 . EXCEPTIONS TO EXCLUSIVE PRIVILEGE. The exclusive privilege granted by this Agreement shall not apply to: 6 .1 Solid Waste, including recycling materials, which are collected, removed and disposed or recycled personally by the same person or entity which generated them, or by the owner of the property on which they were generated, in a clean and sanitary manner and in conformance with all applicable laws and regulations, including mandatory subscription ordinances . 6 .2 Construction/demolition debris .which is collected, removed and disposed or recycled by a construction contractor incidental to construction, remodeling or demolition work performed for a customer. 6 . 3 Greenwaste (lawn and garden trimmings, branches and other organic materials from landscaped areas) which is collected, removed and disposed or recycled by a gardener or landscape contractor as an incidental part of gardening or landscaping work performed for a customer. 382732.6 4 September 11, 1997 6 .4 Recyclable or reusable materials donated to a charity or other nonprofit organization qualified under Section 501 (c) (3) of the Internal Revenue Code . 6 . 5 Solid Waste and recyclable material generated by Sunset Cemetery or Kensington Elementary School . Contractor shall be responsible for enforcing the. exclusive nature of the franchise. District shall cooperate with Contractor in such efforts but shall not be required to, initiate or participate in litigation at its expense to do so. ` Contractor shall reimburse District for litigation expenses incurred by District in defending the exclusive nature of the franchise granted by this Agreement . 7 . LIMITATION ON CONTRACTOR' S OPERATIONS. Contractor' s operations and business activities shall solely consist of providing solid waste collection and recycling services to the Kensington Franchise Area, unless otherwise agreed by the parties through an amendment to this Agreement . Contractor shall not use its equipment or, employees to collect Solid Waste from, or perform other services for, either Sunset Cemetery or Kensington Elementary School or from locations outside Kensington. As long as Contractor' s corporate operations and business activities are so limited to Kensington, the District' s right to examine records, as provided in section 8 below, shall be limited to the corporate books and records of Contractor. 8. CONTRACTOR'S DUTY TO MAINTAIN RECORDS; DISTRICT'S RIGHT TO EXAMINE RECORDS. Contractor shall maintain and make available to District, 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 District may require . Contractor shall maintain a proper set of books and records in accordance with generally accepted accounting principles ("GAAP" ) , accurately reflecting the operations performed and business done by it under this Agreement . Accounts shall be maintained on the accrual basis . The Contractor' s fiscal year shall be the calendar year. A financial statement verified by Contractor' s president shall be provided by Contractor to the District on May 15th (covering the period January 1 through May 1) , September 15th (covering the period January 1 through September 1) and January 15 (covering the period January 1 through December 31 of the previous year) of each year commencing with May 1, 1998 . By March 30, Contractor shall provide a financial statement for the previous calendar year compiled by an independent certified public accountant in accordance with GAAP. 382732,6 5 September 11, 1997 District may examine the books and records of the Contractor. District shall give thirty (30) days written notice to the Contractor of such examination date. In addition, District may review or audit any annual financial statement compiled by or for Contractor. Thirty (30) days written notice shall be provided to Contractor. The audit review notice must be sent within one year from the date the annual financial statement was submitted to the District . Any such review or audit shall be performed by an independent certified public accountant appointed by District . If requested by District, Contractor shall pay the auditor and shall be entitled to recover the full cost thereof through rates as a pass through expense . The information .required by this section shall pertain to Contractor' s operations, all of which are covered and regulated by this Agreement as set forth in section 7 above, and nothing contained herein shall require the Contractor or its shareholder (s) to provide the District with information concerning the business and financial activities of any of its shareholder (s) or of other corporations in which any of the Contractor' s shareholder (s) have an interest . Contractor may consider some operating information submitted to District under the first paragraph of this section as confidential . If District receives a request under the California Public Records Act, prior to releasing any information pursuant to this paragraph, District shall make a good faith effort to notify Contractor of the intended release . Nothing in this section will prevent District from allowing public access to District 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 District shall in its discretion provide public access to said information according to law or tender the defense of any claims made against the District concerning said information to Contractor. 9 . CONTRACTOR'S COMPENSATION 9 . 1 General . Contractor',s compensation for the services required by this Agreement shall consist of (1) the right to charge and collect from Customers in the Franchise Area the rates provided for in this Agreement, and (2) the right to retain all revenues received by Contractor from the sale of materials which are Recycled. 9 .2 Initial Rates . Rates which Contractor may charge as of the Effective Date, i .e . , September 1, 1997, are those set forth on the Schedule attached as Exhibit B. Until the rates are adjusted as provided in this Agreement, Contractor shall provide 382732.6 6 September 11, 1997 the services required by this Agreement, charging no more than the rates set forth on Exhibit B for the services it provides . Future modifications in rates pursuant to Sections 9 . 3 , 9 . 4 . 9 . 5, 9 . 6, 9 . 7 and 9 . 8 do not require an amendment to this agreement . 9 .3 Annual Rate Adjustments . The rates set forth on Exhibit B shall be adjusted annually as set forth below, commencing January 1999 . The changes shall become effective January 1 of 1999 and on January 1 of each year thereafter. Year Two through Year Four: The rates in effect as of January 1, 1999 and as of January 1 of each succeeding year . through January 1, 2001 shall be adjusted effective as of January 1 of each immediately following year by multiplying each such rate by a fraction, the numerator of which is the Consumer Price Index (All Urban Consumers, San Francisco-Oakland-San Jose) published by the U. S . Department of Commerce, Bureau of Labor Statistics ( "Index" ) for September in the year immediately preceding the year for which the increase is to be effective and the denominator of which is the Index for the September twelve (12) months earlier. In the case of Year Two (calendar year 1999) , for example, the rates in effect on January 1, 1998 will be changed as of January 1, 1999 to reflect the percentage change in the Index between September 1997 and September 1998 . Contractor need not submit an application to increase rates pursuant to this Section 9 . 3 , but shall submit a proposed new rate schedule by November 1 of each year showing the Index as of the relevant dates and its calculation of the new rates . The new rate schedule . shall go into effect automatically unless District notifies Contractor within ten (10) days of receiving the proposed new schedule of any error. in Contractor' s calculations . Years Six through Nine, Eleven through Thirteen and Fifteen through Eighteen: As provided in Section 9 . 4 below, the rates- will be comprehensively reviewed at four (4) year intervals so that Cont'ractor' s compensation is periodically adjusted, independently of, changes in the Index, to cover all Contractor' s reasonable reimbursable costs and provide a pre-tax profit of twelve percent (120-. ) on those costs which are subject to a profit allowance (hereafter the "benchmark level" ) . In the intervening years following such comprehensive reviews, the resulting rates shall be adjusted to reflect changes in the Index as provided in this Section 9 . 3 . 9 .4 Four Year Rate Revisions . The rates set forth in Exhibit B are intended to generate sufficient revenues so that, in combination with estimated revenues from recycling and other operations in Kensington, Contractor will recover its reasonable costs for furnishing all labor, materials, equipment , supplies and other things necessary to perform all the services required 382732.6 7 September 11, 1997 by this Agreement .and, in' addition, earn a pre-tax profit of twelve percent (120) on certain of those costs . The initial rates set forth on Exhibit B are intended to cover all costs for the items mentioned in the preceding sentence, including overhead (insurance, bonds, county fees, and franchise fees) , taxes and profit, as shown on Exhibit C. The parties agree that the costs shown on Exhibit C are both complete and reasonable for the scope of services to be provided. The parties recognize that recycling and other revenues, rate revenues and costs of operation may change over time at rates different than the rate of change in the Index, such that the rates shown on Exhibit B, adjusted as provided in Section 9 . 3 , may not continually produce compensation to the Contractor consistent with the benchmark used to establish the initial rates . In order to ensure that rates are periodically readjusted to the benchmark, the parties agree that there should be a comprehensive review of Contractor' s revenues and expenses at four-year intervals . To implement these comprehensive reviews, Contractor shall submit a report on or before April 30, 2001 which shall' include (a) Contractor' s financial statements for calendar year 2000 , together ,with an opinion of an independent certified public accountant based on an audit of Contractor' s financial operations, (b) Contractor' s projections of rate revenue and recycling/other revenue for the calendar year 2002, (c) Contractor' s projections of expenses for calendar year 2002, and (d) Contractor' s proposed rate increase/decrease, as needed to achieve benchmark level compensation (i .e. recovery of costs plus 12% profit on those costs subject to a profit allowance) in calendar year 2002 . In projecting recycling/other revenues for the ensuing year, the average of the preceding three years shall be used. Reports shall be prepared in accordance with the format and level of detail reasonably required by the District and submitted in the number of copies (up to a maximum of 10) required by the District . Contractor shall also furnish any other relevant information requested by District to evaluate the Contractor' s rate proposal . District Board shall consider the Contractor' s report at a noticed public meeting at which Contractor and any member of the public may submit written or oral comments. Thereafter, and no later than- September 30, 2001, District shall establish, by ordinance or resolution, the maximum rates which Contractor may charge for service commencing January 1, 2002 . Comprehensive reviews shall also be conducted in calendar year 2005, to establish rates applicable as of January 1, 2006 and calendar year 2009, to establish rates applicable as of January 1, 2010 . 382732.6 8 September 11, 1997 9 .5 Adjustments in Rates for Extraordinary Changes in Disposal Costs . The rates set forth on Exhibit B include all costs of disposal of solid waste including transportation to the Disposal Site and "Gate Fees" charged at the Disposal Site . The adjustments in the rates provided in Sections 9 .3 and 9 .4 are intended, and expected, to cover all increases in both components of disposal costs, as well as the costs of collection and recycling. The purpose of this Section 9 . 5 is to set forth the conditions under which the rates may be adjusted at times and/or in amounts different from those provided in Sections 9 . 3 and 9 .4 as a result of extraordinary increases or decreases in disposal costs due either to a change in the Gate Fees or to a change in the Disposal Site . If the Gate Fees at the Disposal Site are increased or decreased at any time by more than fifteen percent (15%) or if there is a change in the Disposal Site which will increase or decrease total disposal costs by more than fifteen percent (15%) , Contractor shall notify District . Either party may then request an adjustment in rates for the remainder of the current calendar year. The District shall adjust the rates so that Contractor' s revenues for the calendar year remain, to the extent achievable, at the benchmark level . In addition, at the annual rate adjustment immediately following an adjustment pursuant to this Section 9 . 5, the parties shall take the effect of the partial year adjustment in rates into account in applying the Index-based adjustment to rates for the ensuing full year, again with the goal of Contractor' s receiving compensation at the benchmark level for the ensuing full year. 9 .6 Adjustments in Rates for Extraordinary Events . The parties acknowledge that there may be infrequent extraordinary events which, although they do not prevent either party from performing, and thus do not implicate the Force Majeure provisions, nevertheless radically increase or decrease the cost of providing service such that the rates and the rate adjustment mechanism provided in this Agreement result in Contractor suffering losses, or enjoying profits, which are substantially outside the commercially reasonable expectations of the parties. An example of such an event is a war or embargo which increases the cost of fuel by a factor of five (5) , or economic events which reduce the cost of fuel by fifty percent (50%) . The obligation of the parties in such event is to act reasonably toward each other and modify rates as necessary to maintain Contractor' s compensation at the benchmark level . If one party believes such an event has occurred and warrants an increase or decrease in the rates different from that provided for in Section 9 . 3 , it shall notify the other, providing a full explanation and a proposed change in rates . 382732.6 9 September 11, 1997 9 .7 Adiustment in Rates for Changes in Contractor' s Scope of Work and/or in Level of "Pass-Through" Costs . If the District, pursuant to Section 13 , directs Contractor to initiate new services or expand the level of existing services, the reasonable cost of the additional services, plus 12% profit, shall be incorporated into the rates . Similarly, if the District directs Contractor to eliminate or reduce the level of existing services, the reasonable cost savings, plus 12% thereof, shall be incorporated into the rates . If the amount of any of the "pass-through" costs on Exhibit C is increased or decreased from their then-current level, if new fees are imposed which are to be paid for initially by Contractor, or if existing fees are terminated, these changes shall be taken into account in rates . If one party believes such an event has occurred and warrants an increase or decrease in the rates different from that provided for in Section 9 . 3 , it shall notify the other, providing a full explanation and a proposed change in rates . 9 . 8 Adjustment in Rates for New Capital Equipment Purchases . Contractor shall be entitled to an increase in rates to reflect depreciation on new capital equipment (e .g. , vehicles) purchased with District approval . Depreciation shall be incorporated into rates as of January 1 next following the year in which the capital asset is placed into service . 9 . 9 Information in Support of Rate Requests. If a change in rates is requested as a result of a change in the scope of work directed by District (Section 9 . 7) , an extraordinary change in disposal costs (Section 9 . 5) , or an extraordinary event (Section 9 . 6) , Contractor shall promptly furnish to District all relevant operational and financial information and records necessary to evaluate it . 9 .10 No Retroactive Adjustment in Rates . Whether or not the rates are adjusted by an amount larger or smaller than the change in the Index, pursuant to Section 9 .4 , no consideration shall be given to Contractor' s having previously earned compensation resulting in a profit greater or less than twelve percent (120-.) . In other words, future rates shall not be increased to make up for profits below 12% in previous years nor reduced to offset profits of greater than 12% in previous years. 9 .11 Design of Rate Schedule. The parties acknowledge that the District Board retains legislative discretion to add new rate categories to Exhibit B, delete rate categories from Exhibit B, or adjust particular components of the rate schedule by amounts greater or less than the applicable percentage adjustment required by Section 9 . 3 , in order to accomplish social, economic, 382732.6 10 September 11, 1997 and/or environmental goals, so long as the aggregate adjustment is substantially equivalent to the amount of revenue generated by the single percentage required by Section 9 . 3 . A rate schedule which will generate revenues within $5, 000 of the revenue which would be generated during that year with a uniform percentage adjustment in rates shall be considered substantially equivalent . For the purpose of projecting revenues and costs, the Tons of Solid Waste collected in the previous year shall be used, unless the change in rate structure itself is expected to reduce the amount of Solid Waste generated, such as the introduction of a mini-can rate . Contractor may submit comments on proposed differential rates and District' s economic analysis. Such comments may address both the revenue projections and any impacts which revised rates might have on Contractor' s costs of performance . District will consider such comments and will, if requested, meet with--.'Contractor to discuss the revenue, cost and operational impacts of the proposed rates . The District will not introduce a mini-can rate prior to January 1999 . The parties will discuss the impact of such a rate during 1998 . 9 .12 No District Guarantee of Collection. District does not guarantee collectibility of rates authorized under this Agreement . Contractor does not look to District for payment of any sums under this Agreement and District has no obligation to pay Contractor any public funds under this Agreement . 9 .13 Challenges to Rates . If Contractor believes the rates have not been increased in accordance with this Agreement, it may not terminate this Agreement or refuse to continue to provide service . However, it shall have the right to challenge the- adequacy of the rates as provided in this section. All disputes as to the adequacy of rates shall be resolved through mandatory binding arbitration conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Sections 1280-1288 . 8, including the provisions of Section 1283 ..05 . In such arbitration, Contractor shall neither seek, nor be entitled to recover, damages from the District on any theory, including tort, breach of contract, or other. 10 . AFFILIATED COMPANY TRANSACTIONS. When equipment or . facilities owned by another company in which any of Contractor' s shareholder (s) have an interest are used by Contractor, the costs paid by Contractor shall not exceed the fair market value of such equipment and facilities . If personnel provide services to both Contractor and any other company in which any of Contractor' s shareholder (s) have an interest, the allocation of salary and benefits shall reflect the proportional use of such employee by 382732.6 1 1 September 11, 1997 Contractor and the other company or companies . Rent paid by Contractor for offices, storage and garage facilities shared with another company in which any of Contractor' s shareholder (s) have any interest shall not exceed fair market value of the portion of such facilities used by Contractor. The allocations and costs shown on Exhibit D are agreed to be reasonable . 11. OPERATION BY CONTRACTOR. Contractor shall furnish all necessary labor and equipment (excluding containers for weekly Solid Waste service but including three recycling buckets provided for each residential unit) for services provided pursuant to this Agreement in the Franchise Area and shall maintain such equipment in a sanitary condition at all times . The Contractor shall use trucks with covered, water-tight truck bodies constructed of sufficient strength to withstand a fire within the truck body and not endanger adjacent property. Trucks, drop boxes, bins, or similar types of equipment owned and operated by the Contractor 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, other than previously distributed recycling buckets . 12 . TIME AND MANNER OF COLLECTION. Contractor shall systematically collect Solid Waste and, to the extent required by this Agreement, materials for diversion and recycling from its .Customers . Place of pickup shall be backyard service for Solid Waste and curbside service for recycling, green waste and periodic clean-ups . Solid waste collection shall be weekly unless otherwise directed by the District Board. Frequency of recycling, green waste and general pick up service shall be as set forth in Exhibit E . 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 6 : 00 p .m. and 6 : 00 a.m. 13 . CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION. 13 .1 From time to time, at its discretion, District may examine Contractor' s operation in order to evaluate whether the Contractor is operating in a satisfactory manner. Contractor agrees to cooperate in any such examination and shall permit District representatives to inspect, at Contractor' s principal place of business, such information pertaining to Contractor' s obligations hereunder as District may require, including, but not limited to, such things as customer inquiry records, collection routes and equipment records . Access to Contractor' s records 382732.6 12 September 11, 1997 shall be subject to Section 8 (Contractor' s Duty to Maintain Records; District' s Right to Examine Records) . 13 .2 Notwithstanding any contrary provision in this Agreement, the District shall have the right to direct Contractor to compile information, develop plans for and/or conduct programs on alternative methods of Solid Waste and recyclable material collection and management, or to take any other action 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 County' s Materials Diversion Ordinance . Contractor agrees to indemnify and hold the District and County harmless from and against any and all liability to the State of California for the District' s or County' s noncompliance with -'the requirements of the Act due in whole or material part to the material failure of Contractor to properly carry out the reasonable directives of the District to Contractor regarding collection and disposition of Solid Waste and recyclable material and as required by the Act and directed by District; provided, however, that Contractor shall not be obligated to carry out any such directive (and shall not indemnify nor hold the District or the County harmless from any resulting liability) if such directives expand the scope of services required of Contractor and the District fails to allow Contractor its reasonable costs associated with carrying out such directives, plus 120 of those costs . 13 .3 District 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/or meeting diversion requirements . The notice shall allow Contractor a reasonable period of time to implement the specified service . Should District 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 District 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 District elects to direct Contractor to discontinue any service theretofore performed by Contractor at the direction of District hereunder, District shall allow Contractor to recover its reasonable capital equipment costs and other reasonable costs arising upon termination of the service. Contractor shall take all reasonable steps to minimize such costs, such as, for example, selling surplus equipment . 382732.6 13 September 11, 1997 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, plus a 24-hour answering service . All vehicles shall be radio equipped. 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 not less than six months prior to an application for contract renewal, assignment or extension of term, 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 District General Manager. A copy of the survey results shall be sent to the District within sixty (60) days of completion of the survey. The first such survey shall be conducted during calendar year 1998 . If the District requires Contractor to do more surveys than set forth above, Contractor' s survey costs shall be a pass-through in the next year' s rates . Nothing in this paragraph shall limit the right of the District to conduct and mail its own surveys on its own and at its cost . The Contractor shall cooperate with the District in preparing such District surveys . 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 District General Manager. The form and content shall be subject to the review and approval of the District General Manager. 15. 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 District General Manager. 16. BILLING. The form and content of customer bills shall be subject to the review and approval of the District General Manager. 382732.6 14 September 11, 1997 Bills for services will be sent three times per .year (September, January, May) for every four months thereafter, unless otherwise determined by the District . Bills shall become due and payable three and one-half (3-1/2) months after mailing (e .g. , bills mailed in September will be due and payable on December 15) . The District 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 District 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 as a pass-through by the Contractor through the rates allowed by the District 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 District at the time of Customer notification. 17 . RECYCLING. District grants to Contractor the right and obligation to operate recycling programs, including curbside pick up of recyclable materials, as determined and designated by District, subject to District' s right to terminate this grant to Contractor but only pursuant to the provisions of this section. Contractor shall request that recyclable materials be placed at the curb by 5 : 00 a.m. of the day for which service has been designated for that particular dwelling. Contractor is not responsible to pick up recyclables not placed on the curb in a timely manner. Contractor has already instituted and implemented a recycling program including regular curbside pickup in five-gallon buckets at all single family residences of at least aluminum, tin, newsprint, glass bottles, non-colored HDPE and PET.- As more fully set forth in Exhibit E, the current program will be supplemented commencing January 1, 1998, so that all items listed in County Ordinance Section 418-10 . 604, as it may be amended from time to time, are collected. The District has the right at any time to modify said program or require new programs as provided at section 13 hereinabove . Contractor shall not dispose of recyclable materials, collected through the curbside program, in a landfill . However, if market conditions are such that there are no purchasers and no users willing to accept such materials for reuse without payment by Contractor, Contractor may submit a written request to the 382732.6 15 September 11, 1997 District General Manager for authority not to collect such materials while such market conditions persist . If the District General Manager can make the findings specified in Article 418- 10 . 8 in the County Ordinance Code, and unless County otherwise directs, the General Manager shall exempt such material (s) from recycling on conditions he/she specifies . Contractor shall maintain and provide to the District records relating to its recycling programs as directed by the District General Manager. Contractor shall provide to each household promotional information pertaining to the curbside recycling program. Contractor shall allow the District General Manager to review such material prior to delivery and shall make any changes he or she reasonably requests . Contractor shall distribute written promotional material two times per year as necessary to maintain participation in the program and more frequently, if required by the District General Manager. Unless otherwise required by the District, Contractor shall provide the District with periodic reports on the recycling program which shall include : a. Participation level (i .e . , the number of residences participating in the recycling program) based on one sample week during each calendar quarter. b. Quantity of materials collected, in tons, by type of material (e .g. , newspaper, glass, plastic and metal) , by calendar quarter. The current County form for this data is . attached as Exhibit F. C . Total revenues received by Contractor for materials received, by calendar quarter. Unless otherwise directed by the District reports shall be, provided quarterly and annually. The quarterly reports shall be due by the 15th of the month following the close of the quarter and shall cover the preceding three months . For example, the first quarterly report shall be due January 15th of 1998 and shall cover October, November and December, 1997 . The first annual report shall be due by March 15th of 1998, and shall cover the preceding calendar year. Contractor' s provision of recycling service shall be reviewed in approximately one year and thereafter within three (3) years of the effective date of this Agreement and, at District' s discretion, every five years thereafter. If the District determines that continuation of such service by Contractor is not consistent with the ratepayers' best interest, but not as a result of Contractor' s failure to satisfactorily provide recycling services, Contractor shall be allowed to recoup 382732.6 16 September 11, 1997 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 for the current fiscal year to its general account and submit a rate application to cover such losses . If the District determines that Contractor has failed to satisfactorily provide and perform recycling services, District 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 the District or the ratepayers . 18. FREE SERVICE FOR COUNTY LIBRARY AND DISTRICT. Contractor shall provide Solid Waste collection and disposal services at (1) the Kensington library at no charge to .the County and (2) the District' s headquarters (two cans per week) and the community center (one 1-1/2 yard container weekly) at no charge to the District . 19 . FRANCHISE AREA-WIDE COLLECTION. Unless otherwise determined by the District Board, in addition to its regular collections, commencing in January, 1998 , Contractor shall provide twelve (12) scheduled green waste curbside pick ups and one annual general pick up (no green waste) . Any such collections shall be made each year throughout the term of this Agreement in accordance with practices and procedures already established by Contractor. Green waste shall be delivered to a composting or chipping facility by the Contractor, subject to review and direction by the District General Manager. Customers shall be timely notified on the dates of the scheduled green waste pick ups . The recycling and other services provided by Contractor are set forth in Exhibit E. The scope of solid waste collection, green waste and recycling services provided may be changed from Exhibit E at the direction or with the approval of the District Board and without amending this Agreement . 20 . PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS. Contractor shall provide, upon direction of the District General Manager, Solid Waste drop boxes or equivalent containers for community or other clean-up projects within the Franchise Area. The Contractor' s obligation to provide such boxes without charge shall be limited to the equivalent of up to three (3) 20-cubic yards drop boxes per year. 382732.6 17 September 11, 1997 21 . DISPOSAL AND WASTE STREAM CONTROL. Contractor shall be solely responsible for the disposal of the Solid Waste collected pursuant to this Agreement . Contractor currently disposes of Solid Waste collected from within the Franchise Area at the West Contra Costa Landfill in Richmond. Contractor will not voluntarily change the disposal site without providing sixty (60) days advance notice to District , together with an explanation of the reasons for the change . If the disposal site becomes unavailable for any other reason, Contractor will give District notice as soon as possible after learning of its pending unavailability, together with Contractor' s recommendation for the best alternate site . If the change will result in an increase in collection rates, Contractor shall not effect the change without approval of the District Board. The parties also recognize that under the MOU, County has reserved authority to direct Solid Waste to be delivered to specific disposal sites under certain circumstances . Contractor shall comply with directions from District implementing such a directive from County. Contractor shall not enter into contracts for disposal without prior approval of the District Board. A copy of such contracts shall be provided to District' s General Manager on request . Such contracts shall allow for termination by Contractor if directed by District . 22 . MISCELLANEOUS OBLIGATIONS OF CONTRACTOR. Contractor shall assist District and County in their enforcement of the County' s mandatory subscription ordinance by providing District and 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 direction by County in conjunction with arrangements satisfactory to Contractor for County to compensate Contractor for the costs of such continued service . 23 . ADMINISTRATIVE SERVICES AND FRANCHISE FEES . Contractor shall pay to the County for the services provided by the County Community Development Department (administering and performing its recycling and diversion management, monitoring, review and reporting obligations under the Countywide Solid Waste Management Plan and the Act) a percentage of its gross annual revenues generated from the performance of such waste collection services under this Agreement . Unless otherwise subsequently determined by the County, the total amount for such administration services shall be three percent of the commercial and residential bills for each calendar year. Said sums shall be payable from the Contractor to the County three times annually (January, May and September for three percent of the revenues received in respective four preceding months from commercial and residential billings) . For administering this Agreement, the District shall receive a franchise fee of two percent of the commercial and 382732.6 18 September 11, 1997 residential bills for each calendar year, payable at the same time as payment is made to County. For 1997, franchise fees shall be payable in January 1998 on revenue from the preceding months in which this Agreement was effective (September through December) . Any increase in the franchise fees shall also be considered a "pass-through" as described in Section 9 on Rates . Any decrease in such fees shall be reflected .in a subsequent rate adjustment . 24 . 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 on such substances and to identify such substances and to comply with all fede-ral, state and local regulations concerning such substances . Contractor agrees to provide to the District General Manager, upon 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 avoid the 'collection or disposal of hazardous waste in any manner inconsistent with applicable law. 25. PRELIMINARY DISPUTE RESOLUTION. If Contractor has a question as to the interpretation of this Agreement, it shall submit a written request to the District General Manager for a determination of the issue . The Contractor shall provide and submit such information as the District General Manager may reasonably request or require to make the requested determination. The written determination of the District General Manager on such interpretation may be appealed to the District Board by the Contractor. 26. FAITHFUL PERFORMANCE BOND. Contractor shall submit- to District simultaneously with the execution of this Agreement a corporate surety bond in the amount of $10, 000 , provided however, that the Board may increase this amount not more often than every three years- to reflect changes in the Consumer Price Index. The bond shall be executed by a surety company licensed to do business in the State of California and acceptable to District General Manager. The bond shall be approved by the District and shall be payable to District or 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 District and County. Any action by District or 382732.6 19 September 11, 1997 County to proceed against the Bond shall not limit or affect the right of District or County to use other remedies available to District or 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 District a letter of credit, cash bond or other security acceptable and in a form satisfactory to the District General Manager. 27 . INSURANCE. Contractor shall procure and maintain in full force and effect at all times during the entire term of this Agreement the following coverage : 27 .1 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 District from time to time, but in no event with limits less than the sum of $3 million combined single limit for each occurrence arising from the services as stated in the Agreement herein. District and County shall be named as an additional insureds under such liability insurance policy or policies . 27 .2 Contractor shall carry workers' compensation insurance for all its employees . Evidence of liability and workers' compensation insurance shall be provided by Contractor through filing with District and County a certificate of insurance indicating that District and County are endorsed as an additional named insured 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 District and 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 District and County. District 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 District . Failure of Contractor to maintain insurance in the manner and amount stated herein will constitute a material breach of this Agreement . 382732.6 20 September 11, 1997 28 . INDEMNIFICATION. 28 .1 Complete Indemnification of District and 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 District and County, their 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 District or County, and will make,'good to and reimburse District and County for any expenditures, including reasonable attorney' s fees, that District or County may make by reason of such matters and, if requested by District or County shall defend any such suit at the sole cost and expense of Contractor. The above promise by Contractor to indemnify, hold harmless and defend the District and 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, charges, penalties and expenses (including but not limited to attorney' s 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, District or County, their officers, employees or agents arising from or attributed 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 Agreement, or. the activities of 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 26364 to defend, protect, hold harmless and indemnify District and County. The intent of the section is to provide District with the highest level of protection possible under existing and future laws . 382732.6 21 September 11, 1997 28 .2 Defense of Agreement. Should any party successfully challenge the validity of all or any portion of this Agreement, the procedure by which this Agreement was entered into, or the validity of any County ordinance or District enabling petition or statute which authorizes the District to enter into this Agreement, then in such case the Contractor shall have no cause of action for damages or any other relief against District or County as a result of such successful challenge . Contractor has the right to defend this Agreement and District or County. 29 . ATTORNEY'S FEES. In the event of litigation between the District and Contractor arising hereunder, the prevailing party shall be entitled to litigation expenses, including reasonable attorney' s fees . If Contractor is required to pay District' s litigation expenses, neither such payments nor its own litigation expenses may be passed through to Customers in rates . 30 . ASSIGNABILITY. Contractor shall not sell, assign, subcontract or transfer this Agreement or any part hereof, or any obligation hereunder, without the written consent of District which consent shall not be unreasonably withheld or delayed on or after September 1, 2000 . Prior to September 1, 2000, District may refuse consent to any such sale, assignment, subcontract or transfer in its sole discretion. If Contractor wishes to assign this Agreement, delegate its obligations, or if shareholder (s) of Contractor wish to sell a controlling interest in Contractor or take other action which constitutes an assignment, as defined below, it, he/she or they shall give notice to and request approval of District . District shall be entitled to consider the capability of the proposed assignee to satisfactorily perform the services required by this Agreement, including its experience in Solid Waste handling, its financial condition, evidence of its performance in other communities, its history of compliance with environmental and other regulatory laws, and other relevant information. Contractor shall be responsible for furnishing such information reasonably requested by District . District shall consider any proposed assignment promptly, shall diligently investigate the capabilities of the proposed assignee and shall not unreasonably withhold or delay its consent . The term "assignment" shall include any dissolution, merger, consolidation or other reorganization of Contractor, which results in change of control of Contractor, or the sale or other transfer, by probate proceeding or otherwise, of a controlling percentage of Contractor' s capital stock to a person not a shareholder on the date of the execution of this Agreement, i .e . , Lewis Figone . The term "assignment" does not include internal business reorganizations or formations of new companies by 382732.6 2 2 September 11, 1997 Contractor, formation of trusts by Contractor or transfers of any interest of Contractor as a result of death, disability or estate planning by one or more of the principals of Contractor, so long as essential management decisions are retained by Lewis Figone, his spouse, his children, and/or their spouses, or others who have previously worked for Contractor as employees to provide services under this Agreement . By his signature below Lewis Figone agrees to the provisions of this Section 30 for himself as well as for Contractor. 31. 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 District with the right to elect to terminate the Agreement forthwith, without suit or other Proceedings : (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 it 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 it would affect Contractor' s ability to perform its duties and obligations under this Agreement . (d) Except as otherwise provided in section 30 (Assignability) , in the event of a probate proceeding where the rights of Contractor under the Agreement would pass to another individual or other individuals . —32 . NOTICE. 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: Bay View Refuse and Recycling Services, Inc . Attn: Lewis Figone, President P.O. Box 277 El Cerrito, CA 94530 Or to District : Attention: General Manager Kensington Police Protection 382732.6 23 September 11, 1997 and Community Services District 217 Arlington Avenue Kensington, CA 94707-1401 Or to County: Attention: Director of Community Development 651 Pine Street , 4th Floor, North Wing Martinez, . CA 94553 33 . ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES. 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, District 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 District Board may make such alterations to the Franchise Area as are necessitated by such Local Agency Formation Commission actions and that it shall have no right or claim to damages or other relief against the District or 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. 34. BREACH AND TERMINATION. The District General Manager shall have authority, subject to review by the District Board 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 be construed as approval of a course of conduct . In the event that the District General Manager determines that a breach has occurred, District 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, said period not to exceed 60 days . In the event the breach or default is cured to the satisfaction of the District General Manager within the period of time allotted, the breach shall not be deemed a material breach. In the event that the District General Manager determines that Contractor has failed to satisfactorily cure the breach or default within the period of time allotted, the District. General Manager 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 District General Manager, in his discretion, to declare any subsequent breach to be material, 382732.6 2 4 September 11, 1997 notwithstanding whether that breach is ultimately cured by Contractor. If such a determination of material breach is made, the District General Manager' s determination shall be automatically appealed to the District Board for final action. A material breach shall be cause for termination of this Agreement by the District Board. In the event of a termination pursuant to this section, District 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 District or 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 District for a period exceeding twelve (12) months from the date such operations are undertaken by District or County. During any period in which District has temporarily assumed the obligations of Contractor under this Agreement, District 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. District shall be entitled to the excess, if any, of revenue over applicable or allowable costs and expenses during such period. The loss, if any, during such period shall be a charge against Contractor, and shall be paid to District by Contractor on demand. Final adjustment and allocation of gross revenue, costs, and expenses to the period during which District 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 attached thereto. Nothing in this Agreement shall prevent District during any period in which District 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 District Board, this Agreement and the franchise granted thereunder shall be of no further force and effect, . excepting these provisions concerning District' s right to temporarily assume Contractor' s 382732.6 25 September 11, 1997 obligations and to use Contractor' s facilities, and section 28 (Indemnification) . District 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. 35 . EMERGENCY. Notwithstanding Contractor' s exclusive franchise rights set forth in section 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 District Board shall have the right to declare a temporary suspension of this Agreement for the reasonable duration of the emergency and until such time as it determines that Contractor is able to reassume all obligations under this Agreement . Should Contractor fail to demonstrate to the satisfaction of the District Board 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 District Board. 36 . COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Contractor shall be responsible for and 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, other than the District, 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 or diversion 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. 37 . AMENDMENT OR MODIFICATION. This Agreement may be amended or modified upon written agreement of the District and Contractor. The parties agree to meet and confer in good faith if amendments or modifications are proposed. . 38 . STATUTORY POWERS. Nothing in this Agreement is intended to or may limit District authority pursuant to its enabling statute . 39 . 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 this Agreement forthwith without suit or other proceeding. Contractor agrees that it shall not request the County to assume control of Solid Waste handling in the Franchise Area, to abrogate this Agreement or to otherwise interfere with 382732.6 2 6 September 11, 1997 District' s authority under this Agreement .and that a breach of this promise shall constitute a material breach of this Agreement . This section shall not be construed to prevent either party from seeking redress from the courts for the purpose of interpreting or enforcing the provisions contained in this Agreement . 40 . SEVERABILITY. In the event legal action is brought by a person or entity, other than the two 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 remaining provisions . However, if material provisions hereof are affected, the parties agree to negotiate in good faith to reach agreement on revisions which preserve the substance hereof to the greatest extent allowed by law. 41. WAIVER. The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. The acceptance of any monies which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement . 42 . SURVIVAL OF OBLIGATIONS. Obligations of this Agreement which embody continuing obligations, including but not limited to section 28 (Indemnification) shall survive the termination or expiration of this Agreement . 43 . THIRD PARTY BENEFICIARY. County shall be considered a third party beneficiary of this Agreement as it may be amended by the parties from time to time . The County' s rights are enforceable only through the Memorandum of Understanding between County and District . 44 . ENTIRE AGREEMENT; SUPERSESSION OF PRIOR AGREEMENT. This Agreement, including Exhibits A through F which are attached hereto and incorporated herein, represents the full and entire agreement between the parties hereto with respect to the matters covered herein. This Agreement shall supersede the Contract with Relation to Collection and Disposal of Garbage between District and Bay View Refuse Services, Inc . , dated July 7, 1981, as amended. 382732.6 27 September 11, 1997 45 . EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS. This Agreement will become operative on the effective date in Section 1, provided that each of the following has occurred: (a) County Board has terminated the Franchise Agreement dated September 11, 1996, with Bay View Refuse and Recycling Services, Inc . (b) District and County have executed the Memorandum of Understanding dated as of September 1, 1997 . (c) District, County and Bay View Refuse and Recycling Services, Inc . , have executed and filed a stipulation for dismissal of the lawsuit initiated by District against County and Bay View Refuse and Recycling Services, Inc. , now pending in Contra Costa County Superior Court, Civil Action No. C96-04574 . KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT By:'--,-' PRESIDENT, BOARD OF DIRECTORS Date ATTEST, James M. Bray, Genera nager and Secretary of he Board BAY VIEW REFUSE AND RECYCLING SERVICES, INC. , a California corporation Date By: LEWIS FfSGONE, PRESIDENT Taxpayer I .D. 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SryA ME ' , • ♦ vim.�+-' Q ►`3 i o w ••4 uti "� .,.��'••�j;,'t:a`•`.,�'j!" •• yd' ` `t'' . .- .b. 'x "�• +♦ s �' \!.r tat e9 ^• � ' "r��d.* s• .f{ ."�<�r' SY .�.5::;.•.1F:f.:.-' . ;•� t.r � Y . Of 9 �N' .°.�• �� !•.I t t � ..i rr t 7:<. ..J�.a+,:7.7!it�':`: .,� Ok .. t.,tj, o!)!--" ♦ _ q. Ppt _'.+; �sc s- s �' REGION - -}: 1� t d '\.-' ♦P x'i a •' {\ ,S c` c : ,-- _ PAR "w+•Fl•,e•,�;•�.�f.• �r P ! �\-r w•.J t, J "•'..-•o� � Q` �,�'i� y r ///r•••r �, �-' �yj d ,O • t '� •�•.`(t `l.f�twl .�\ (K _-�,.. ' l' •yam . •�7., M \ ,4 ,�`�+. � t�vt VS\,;,,,rs'�4 �Y 'yASt• •. � °t- -a' 7 � '�t•`r •, t�4(' •yT� ♦ \ '�a� W. P Q t�` ac •1 �`;. +•• 1p '1?t7 •r �o '� t ♦S !t � F ,�` . r\r ,' t•\�M rw„ T� ,�� t, f.►, f4Jt t P � f f ` � �r' ~ J t..}y�• '.• O \ � � ,c cJs. • t. ,y ♦C � to 4+l ` t;-. (wc•t .; o Yt (C•T,�r we \ ,/• ►PF, —s c G .. a,.ca�4 t ;,�P' d��,fU�, 'F� •✓ y� � r� -,l\'ol, �' \ is N �' r w•W J' W'.' �r0 f�•i• a .n t •,c• ' � ', � �✓��.` t- Pt ► ` c c =�? t , _ ,` °1 rt µsl � [. ti {+ � 'txi,• �! . `�� ' \; q `� ,. ♦ 1 ► t 1 '/ G, 4Y 4�\ E NM •� g� f M? Ave �,. r µl.11,• c . \ � ��w..• � a �• ��pA Z1 r � x Su 1 � • yet � r•{w'.sf Z 1 x5 > ++got', � � r\} ►Ptd � � ', r : •r �G l•ts✓�r t r�,.0 _ t• � � • H Exhibit B MAXIMUM MONTHLY RESIDENTIAL AND COMMERCIAL RATES • RESIDENTIAL RATES : 32 gallon cans Monthly Fee 1 can once a week $19 . 86 2 cans once a week $35 . 65 3 cans once a week $50 . 00 4 cans once a week $64 . 00 40 gallon cans Monthly Fee 1 can once a week $45 . 20 45 gallon cans Monthly Fee 1 can once a week $49 . 30 2 units/2 cans $40 . 20 • COMMERCIAL RATES : 30 gallon can once a week $21 . 00 Material other than can use : Dry $21 . 45/cubic yard Wet $22 . 10/cubic yard 382732.6 September 11, 1997 Kensington - Bay View New Franchise Agreement Exhibit C PROJECTED EXPENSES IN CALENDAR YEAR 1998 ON WHICH INITIAL RATES ARE ESTABLISHED OPERATING EXPENSES: Salaries and Benefits $337, 554 Legal Fees 10,000 Dump Expense (Gate Fees) (1) 108,202 Depreciation 22, 204 Insurance 25, 577 Accounting 10, 800 Parts and Tires (+5%) 23,062 Rent 17, 551 Truck Rental 32, 698 Diesel Fuel 14, 000 Debris Box Rental 7840 Postage 4,, 127 Licenses - Trucks 4, 019 ' Office 3,487 Repairs & Maintenance 2, 557 Telephone 1, 578 Other General & Operating (+ gasoline) 6,267 TOTAL OPERATING EXPENSES $631, 523 Allowance for Profit (12%) 75, 783 Pass-through Expenses - County Fee (3% of Req'd Rev) 20, 899 - District Fee (2% of Req'd Rev) 13, 933 - County Hazardous Waste Fee - current 4, 000 - County Hazardous Waste Fee - reimbursemen 2, 194 of prior charges of $4387 over 24 months Audit Fees 12 . 300 53,326 Less: Recycling & Other Fees (64, 000) (2) Benchmark Level Revenues to -be Raised from Collection Rates $696, 631 (1) $36/ton for refuse, $32/ton for greenwaste. (2) Recycling and other revenues based on avg. of three (3) previous years (1994, 1995, 1996) . exhbtc&d.wk4 08/17/97 Kensington - Bay View New Franchise Agreement Exhibit D ASSUMPTIONS REGARDING AND LIMITATIONS ON COSTS AND EXPENSES 1. SBlax��s_asld_]lenef�ts - Based on five (5) full time employees, 1 garbage route with 2 workers (1 driver and 1 helper) 1 recycling route with driver 1 officer worker, and 1 president ($80,000 salary; no benefits) 3k increase per year 111�located mployees- I1 mechanic (1 day per week) $314.32 pmt Time As needed helpers and drivers for yardwaste and general pickups. 2 yardwaste drivers and 2 yardwaste helpers 5 days per week, 12 weeks per year (monthly) Cost: Drivers- $30.96 per hour Helpers- $28.91 per hour 2 . D-um"xp=ap— Based on $36 per ton for refuse and $32 per ton for yardwaste at West Contra Costa County Sanitary Landfill 3 . Depr.e-c. j on Based on the following equipment: 12/31/96 Annual Net Book Value Depreciation* Equipment . $ 71,355 $ 22,204 * Straight line, seven (7) years. Excludes fully depreciated assets purchased before 1991 . 4 . Affiliated Company Transactions Rent - Office and yard $ 1,462 .55 per month Truck Rental— $ 36.88 per hour Debris Box Rental $ 80.00 per load ** Monthly yardwaste service assumes 2 trucks required 60 days per year, or 960 truck/hours per year. exhbtc&d.wk4 O ' 8 S. b Exhibit E SCOPE OF COLLECTION/RECYCLING SERVICES SOLID WASTE COLLECTION Backyard weekly service . RECYCLING _. A. Weekly curbside recycling collection. Materials collected: aluminum cans; steel and tin plated cans; glass containers; PET bottles; clear HDPE bottles; colored HDPE bottles; polystylene; plastic film; cardboard; newspaper; mixed paper (includes magazines) . Containers : 3 five-gallon plastic buckets for each customer; replacements at cost . B . Monthly curbside greenwaste collection on customer' s regular garbage day. No yardage limit . Materials must be bundled, tied or placed in boxes or trash containers . (Boxes and containers will be emptied and not removed. ) Greenwaste in plastic bags not accepted. GENERAL PICK UP One curbside pick up annually in September. Limit : 1-1/2 cubic yards bundled, tied or bagged. Greenwaste not accepted. COMMUNITY CLEAN UP Up to three 20-cubic yard drop boxes annually. SPECIAL JOB PICK UPS Customers may schedule special pick ups (e .g. , old refrigerators) for a separate charge . REUSABLE MATERIALS PICK UPS If District directs, Bay View will conduct scheduled pick ups of reusable materials (e .g. , old clothes, toys) in coordination with organizations such as Good Will Industries and Urban Ore . Compensation for such pick ups shall be in addition to rates shown on Exhibit B. 382732.6 September 11, 1997 UNINCORPORATED CONTRA COSTA COUNTY DIVERSION DATA Service Provider: Program Type: Unipcorporated Service Area: Is the Data from an annual report (Yes or No)? If not, which quarter of the year(e.g. 1,2,3 or 4)? Year: MATERIAL TYPES ENTER TONNAGES BY MATERIAL TYPE Abbreviations are shown in parenthesis PAPER F PLASTIC Corrugated Cardboard (OCC): PET (PET): Newsprint (ONP): HDPE (HDPE): High grade(HG): Polystyrene(PS): Mixed Paper(MP): Other (P-X): Magazines (OMG): GLASS I F OTHER WASTES CA Redemption Value Cont. (CRV): Textiles(TX): Other Glass (GLS): Inerts (INRT): White Goods (WG): METAL Reusables(REUSE): Aluminum Cans (UBC): Other(OTHER): Tinned cans and ferrous (Fe): Other non-ferrous (N-Fe): Notes: ORGANICS Yard waste(YW): Food waste(FW): Wood waste(WW): Completed by: Firm or Agency Date: Page of Phone No. 1 UNINCORPORATED CONTRA COSTA COUNTY DIVERSION DATA Service Provider: Program Type: Unipcorporated Service Area: Is the Data from an,annual report (Yes or No)? If not, which quarter of the year (e.g. 1,2,3 or 4)? Year: MATERIAL TYPES ENTER TONNAGES BY MATERIAL TYPE Abbreviations are shown in parenthesis PAPER PLASTIC Corrugated Cardboard(OCC): PET (PET): Newsprint (ONP): HDPE (HDPE): High grade (HG): Polystyrene(PS): Mixed Paper(MP): Other(P-3): Magazines (OMG): GLASS OTHER WASTES CA Redemption Value Cont. (CRV): Textiles(TX): _ Other Glass (GLS): Inerts (INRT): White Goods (WG): METAL Reusables(REUSE): Aluminum Cans (UBC): 1 Other(OTHER): Tinned cans and ferrous (Fe): Other non-ferrous (N-Fe): Notes: ORGANICS Yard waste(YW): Food waste(FV): Wood waste(WW): Completed by: Firm or Agency Date: Page of Phone No. coply September 11, 1997 FRANCHISE AGREEMENT WITH BAY VIEW REFUSE AND RECYCLING SERVICES, INC. KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT TABLE OF CONTENTS Pane 1 . EFFECTIVE DATE, PARTIES . . . . . . . . . . . . . . . . 1 2 . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 3 . TERM . . . . . . . . . . . . . . . . . . . . . . . . 4 4 . INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL . . . . 4 5 . EXCLUSIVE PRIVILEGE AND DUTY . . . . . . . . . . . . . 4 6 . EXCEPTIONS TO EXCLUSIVE PRIVILEGE . . . . . . . . . . . 4 7 . LIMITATION ON CONTRACTOR' S OPERATIONS . . . . . . . . . 5 8 . CONTRACTOR'S DUTY TO MAINTAIN RECORDS; DISTRICT' S RIGHT TO EXAMINE RECORDS . . . . . . . . . . . . . . . . . . . 5 9 . CONTRACTOR' S COMPENSATION . . . . . . . . . . . . . . . 6 10 . AFFILIATED COMPANY TRANSACTIONS . . . . . . . . . . . . 12 11 . OPERATION BY CONTRACTOR . . . . . . . . . . . . . . . . 12 12 . TIME AND MANNER OF COLLECTION . . . . . . . . . . . . . 12 13 . CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION . . . . . . . . . . . . . . . . . . . . . . . 13 14 . CUSTOMER SERVICE STANDARDS . . . . . . . . . . . . . . . 14 15 . CUSTOMER COMPLAINTS . . . . . . . . . . . . . . . . . . 15 16 . BILLING . . . . . . . . . . . . . . . . . . . . . . . . 15 17 . RECYCLING . . . . . . . . . . . . . . . . . . . . . . . 15 18 . FREE SERVICE FOR COUNTY LIBRARY AND DISTRICT . . . . . . 17 19 . FRANCHISE AREA-WIDE COLLECTION . . . . . . . . . . . . . 17 20 . PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS . . . 18 21 . DISPOSAL AND WASTE STREAM CONTROL . . . . . . . . . . . 18 22 . MISCELLANEOUS OBLIGATIONS OF CONTRACTOR . . . . . . . . 18 382732.6 1 September 11, 1997 23 . ADMINISTRATIVE SERVICES AND FRANCHISE FEES . . . . . . . 19 24 . HAZARDOUS WASTE . . . . . . . . . . . . . . . . . . . 19 25 . PRELIMINARY DISPUTE RESOLUTION . . . . . . . . . . . . . 19 26 . FAITHFUL PERFORMANCE BOND . . . . . . . . . . . . . . 20 27 . INSURANCE . . . . . . . . . . . . . . . . . . . . . . . 20 28 . INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 21 29 . ATTORNEY' S FEES . . . . . . . . . . . . . . . . . . . . 22 30 . ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . 22 31 . INVOLUNTARY ASSIGNMENT . . . . . . . . . . . . . . . . . .23 32 . NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . 24 33 . ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES . . . 24 34 . BREACH AND TERMINATION . . . . . . . . . . . . . . 24 35 . EMERGENCY . . . . . . . . . . . . . . . . . . . . . . . 26. 36 . COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS . . . . . 26 37 . AMENDMENT OR MODIFICATION . . . . . . . . . . . . . . . 27 38 . STATUTORY POWERS . . . . . . . . . . . . . . . . . . . . 27 39 . CONTEST OF AGREEMENT'S TERMS . . . . . . . . . . . . . . 27 40 . SEVERABILITY . . . . . . . . . . . . . . . . . . . . 27 41 . WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . 27 42 . SURVIVAL OF OBLIGATIONS . . . . . . . . . . . . . 28 43 . THIRD PARTY BENEFICIARY . . . . . . . . . . . . . . . . 28 44 . ENTIRE AGREEMENT; SUPERSESSION OF PRIOR AGREEMENT . . . 28 45 . EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS . . . . . . 28 382732.6 1 1 September 11, 1997 1 � FRANCHISE AGREEMENT WITH BAY VIEW REFUSE AND RECYCLING SERVICES, INC. THIS FRANCHISE AGREEMENT is made as of September 1, 1997, by and between the KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT, a political subdivision of the State of California ( "District") , and BAY VIEW REFUSE AND RECYCLING SERVICES, INC. , a California corporation ( "Contractor" ) . THE PARTIES AGREE AS FOLLOWS: 1 . EFFECTIVE DATE, PARTIES. This Agreement is binding between the District and the Contractor and is effective on ySeptember 1, 1997 . 2 . DEFINITIONS. As used herein, the following terms shall have the meanings set forth below: 2 .1 Agreement. Agreement means this Agreement by and between the District and Contractor for the collection, removal and disposal of solid waste and the recycling of material . 2 .2 Act. Act means the California Integrated Waste Management Act of 1989 (Public Res . Code, §40000 et seq. ) and all rules, regulations and definitions adopted under any of those sections, as such sections, rules, regulations and definitions may be amended from time to time in the future . 2 .3 Commercial Solid Waste. Commercial Solid Waste means Solid Waste routinely originating from stores, business offices and other commercial and light industrial sources excluding residences and any wastes from heavy industry (i .e . , industry that manufactures or processes petroleum, lumber, steel, chemicals, explosives, fertilizers, gas, rubber, cement, sugar and other such products (see section 84-60 .402 of the Contra Costa County Ordinance Code. ] ) . 2 .4 Contractor. Contractor means Bay View Refuse and Recycling Services, Inc . , a California corporation. It is the entity which has been granted an exclusive franchise pursuant to the terms- and conditions set forth herein. Lewis Figone is president of, and owns 1000-. of`the stock in, Bay View Refuse and Recycling Services, Inc . 2 .5. Consumer Price Index or Index. Consumer Price Index and Index each means the Consumer Price Index for All Urban Consumers for the San Francisco-Oakland-San Jose Area as published by the United States Department of Commerce, Bureau of 382732.6 September 11, 1997 a Labor Statistics, 1982-84=100 . The Consumer Price Index for June 1997 was 160 . 0 . 2 . 6 County. County means the County of Contra Costa which includes its Board of Supervisors, Community Development Department and/or the Community Development Director . 2 .7 Customers. Customers means those who receive service from 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 . 2 .8 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 . 2 .9 District. District means the Kensington Police Protection and Community Services District . 2 .10 District Board. District Board means the Board of Directors the Kensington Police Protection and Community Services District . 2 .11 Franchise Area. Franchise Area means the geographic area generally known as the unincorporated community of Kensington in West Contra Costa County described in Exhibit A to this Agreement . Exhibit A may 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 . 2 .12 Hazardous Waste. Hazardous Wastes include any waste material or mixture of wastes which is toxic, corrosive, flammable, an irritant, or a strong sensitizer, which generates pressure through decomposition, heat or other means , if such a waste or mixture of wastes may cause substantial personal injury, serious illness or harm to humans, domestic animals, or wildlife, during or as a proximate result of any disposal of such wastes as defined in Article 2 , Chapter 6 .5, Section 26117 of 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 28740 of Division 21 of the Health and Safety Code) and 14 Cal . Code Regs . , §17225 .32 . 2 .13 Industrial Waste. Industrial Waste includes all types of Solid Waste which result from industrial processes and manufacturing operations and/or which originate from such facilities . 2 .14 Infectious Waste. Infectious Wastes include : 382732.6 2 September u, 1997 a (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, outpatient areas and emergency rooms (14 Cal .Code Regs . , §17225 . 36) . 2 .15 Memorandum of Understanding. Memorandum of Understanding means the agreement dated as of September 1, 1997 between District and County concerning solid waste collection and recycling services within the Franchise Area executed by the District Board and the County Board of Supervisors . 2 .16 Recycle or Recycling. Recycle or Recycling means the process of collecting, sorting and recovering materials so that they may be reconstituted for new, reused, or reconstituted products . 2 .17 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. 2 .18 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. 2 .19 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 382732.6 3 September 11, 1997 include infectious, designated, and hazardous waste, except household hazardous waste . 2 .20 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 delivery to a transfer facility or other facility by Contractor. 3 . TERM. Subject to section 33 (Annexation and Change of Franchise Area Boundaries) and section 34 (Breach and Termination) , the Term of this Agreement and the exclusive franchise granted hereunder shall be 18 years, commencing on the Effective Date set forth in Section 1 and expiring on August 30, 2015 . 4. INTENT TO REGULATE ALL RECYCLING AND RESIDENTIAL AND SOLID WASTE COLLECTION, REMOVAL AND/OR DISPOSAL. The District 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 services and recycling of material in the Franchise Area. 5. EXCLUSIVE PRIVILEGE AND DUTY. To the extent allowed by law, District hereby grants to Contractor the exclusive privilege and duty within the Franchise Area to collect, and remove for disposal and recycling, all residential and commercial Solid Waste, including recyclable materials, 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. 6. EXCEPTIONS TO EXCLUSIVE PRIVILEGE. The exclusive privilege granted by this Agreement shall not apply to: 6.1 Solid Waste, including recycling materials, which are collected, removed and disposed or recycled personally by the same person or entity which generated them, or by the owner of the property on which they were generated, in a clean and sanitary manner and in conformance with all applicable laws and regulations, including mandatory subscription ordinances . 6 . 2 Construction/demolition debris which is collected, removed and disposed or recycled by a construction contractor incidental to construction, remodeling or demolition work performed for a customer. 6 . 3 Greenwaste (lawn and garden trimmings, branches and other organic materials from landscaped areas) which is collected, removed and disposed or recycled by a gardener or landscape contractor as an incidental part of gardening or landscaping work performed for a customer. 382732.6 4 September 11, 1997 6 . 4 Recyclable or reusable materials donated to a charity or other nonprofit organization qualified under Section 501 (c) (3) of _the Internal Revenue Code . 6 . 5 Solid Waste and recyclable material generated by Sunset Cemetery or Kensington Elementary School . Contractor shall be responsible for enforcing the exclusive nature of the franchise . District shall cooperate with Contractor in such efforts but shall not be required to initiate or participate in litigation at its expense to do so. Contractor shall reimburse District for litigation expenses incurred by District in defending the exclusive nature of the franchise granted by this Agreement . 7 . LIMITATION ON CONTRACTOR' S OPERATIONS. Contractor' s operations and business activities shall solely consist of providing solid waste. collection and recycling services to the Kensington Franchise Area, unless otherwise agreed by the parties through an amendment to this Agreement . Contractor shall not use its equipment or employees to collect Solid Waste from, or perform other services for, either Sunset Cemetery or Kensington Elementary School or from locations outside Kensington. As long as Contractor' s corporate operations and business activities are so limited to Kensington, the District' s right to examine records, as provided in section 8 below, shall be limited to the corporate books and records of Contractor. 8 . CONTRACTOR'S DUTY TO MAINTAIN RECORDS; DISTRICT'S RIGHT TO EXAMINE RECORDS. Contractor shall maintain and make available to District, 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 District may require . Contractor shall maintain a proper set of books and records in accordance with generally accepted accounting principles ( "GAAP") , accurately reflecting the operations performed and business done by it under this Agreement . Accounts shall be maintained on the accrual basis. The Contractor' s fiscal year shall be the calendar year. A financial statement verified by Contractor' s president shall be provided by Contractor to the District on May 15th (covering the period January 1 through May 1) , September 15th (covering the period January 1 through September 1) and January 15 (covering the period January 1 through December 31 of the previous year) of each year commencing with May 1, 1998 . By March 30, Contractor shall provide a financial statement for the previous calendar year compiled by an independent certified public accountant in accordance with GAAP. 382732.6 5 September 11, 1997 District may examine the books and records of the Contractor. District shall give thirty (30) days written notice to the Contractor of such examination date. In addition, District may review or audit any annual financial statement compiled by or for Contractor. Thirty (30) days written notice shall be provided to Contractor. The audit review notice must be sent within one year from the date the annual financial statement was submitted to the District . Any such review or audit shall be performed by an independent certified public accountant appointed by District . If requested by District, Contractor shall pay the auditor and shall be entitled to recover the full cost thereof through rates as a pass through expense . The information required by this section shall pertain to Contractor' s operations, all of which are covered and regulated by this Agreement as .set forth in section 7 above, and nothing contained herein shall require the Contractor or its shareholder (s) to provide the District with information concerning the business and financial activities of any of its shareholder (s) or of other corporations in which any of the Contractor' s shareholder(s) have an interest . Contractor may consider some operating information submitted to District under the first paragraph of this section as confidential . If District receives a request under the California Public Records Act, prior to releasing any information pursuant to this paragraph, District shall make a good faith effort to notify Contractor of the intended release. Nothing in this section will prevent District from allowing public access to District 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 District shall in its discretion provide public access to said information according to law or tender the defense of any claims made against the District concerning said information to Contractor. 9 . CONTRACTOR'S COMPENSATION 9.1 General. Contractor' s compensation for the services required by this Agreement shall consist of (1) the right to charge and collect from Customers in the Franchise Area the rates provided for in this Agreement, and (2) the right to retain all revenues received by Contractor from the sale of materials which are Recycled. 9 .2 Initial Rates . Rates which Contractor may charge as of the Effective Date, i .e . , September 1, 1997 , are those set forth on the Schedule attached as Exhibit B. Until the rates are adjusted as provided in this Agreement, Contractor shall provide 382732.6 6 September 11, 1997 t the services required by this Agreement, charging no more than the rates set forth on Exhibit B for the services it provides . Future modifications in rates pursuant to Sections 9 . 3 , 9 .4 . 9 . 5, 9. 6, 9 . 7 and 9 . 8 do not require . an amendment to this agreement . 9 .3 Annual Rate Adjustments . The rates set forth on Exhibit B shall be adjusted annually as set forth below, commencing January 1999 . The changes shall become effective January 1 of 1999 and on January 1 of each year thereafter. Year Two through Year Four: The rates in effect as of January 1, 1999 and as of January 1 of each succeeding year through January 1, 2001 shall be adjusted effective as of January 1 of each immediately following year by multiplying each such rate by a fraction, the numerator of which is the Consumer Price - Index (All Urban Consumers, San Francisco-Oakland-San Jose) published by the U.S . Department of Commerce, Bureau of Labor Statistics ( "Index" ) for September in the year immediately preceding the year for which the increase is to be effective and the denominator of which is the Index for the September twelve (12) months earlier. In the case of Year Two (calendar year 1999) , for example, the rates in effect on January 1, 1998 will be changed as of January 1, 1999 to reflect the percentage change in the Index between September 1997 and September 1998 . Contractor need not submit an application to increase rates pursuant to this Section 9 .3 , but shall submit a proposed new rate schedule by November 1 of each year showing the Index as of the relevant dates and its calculation of the new rates . The new rate schedule shall go into effect automatically unless District notifies Contractor within ten (10) days of receiving the proposed new schedule of any error in Contractor' s calculations . Years Six through Nine, Eleven through Thirteen and Fifteen through Eighteen: As provided in Section 9 .4 -below, the rates will be comprehensively reviewed at four (4) year intervals so that Contractor' s compensation is periodically adjusted, independently of changes in the Index, to cover all Contractor' s reasonable reimbursable costs and provide a pre-tax profit of twelve percent (1211) on those costs which are subject to a profit allowance (hereafter the "benchmark level") . In the intervening years following such comprehensive reviews, the resulting rates shall be adjusted to reflect changes in the Index as provided in this Section 9 . 3 . 9 .4 Four Year Rate Revisions . The rates set forth in Exhibit B are intended to generate sufficient revenues so that, in combination with estimated revenues from recycling and other operations in Kensington, Contractor will recover its reasonable costs for furnishing all labor, materials, equipment, supplies and other things necessary to perform all the services required 382732.6 7 September 11, 1997 � 1 by this Agreement and, in addition, earn a pre-tax profit of twelve percent (120) on certain of those costs . The initial rates set forth on Exhibit B are intended to cover all costs for the items mentioned in the preceding sentence, including overhead (insurance, bonds, county fees, and franchise fees) , taxes and profit, as shown on Exhibit C. The parties agree that the costs shown on Exhibit C are both complete and reasonable for the scope of services to be provided. The parties recognize that recycling and other revenues, rate revenues and costs of operation may change over time at rates different than the rate of change in the Index, such that the rates shown on Exhibit B, adjusted as provided in Section 9 . 3 , may not continually produce compensation to the Contractor consistent with -the benchmark used to establish the initial rates . In order to ensure that rates are periodically - readjusted to the benchmark, the parties agree that there should be a comprehensive review of Contractor' s revenues and expenses at four-year intervals . To implement these comprehensive reviews, Contractor shall submit a report on or before April 30, 2001 which shall include (a) Contractor' s financial statements for calendar year 2000 , together with an opinion of an independent certified public accountant based on an audit of Contractor' s financial operations, (b) Contractor' s projections of rate revenue and recycling/other revenue for the calendar year 2002, (c) Contractor' s projections of expenses for calendar year 2002, and (d) Contractor' s proposed rate increase/decrease, as needed to achieve benchmark level compensation (i .e. recovery of costs plus 12a profit on those costs subject to a profit allowance) in calendar year 2002 . In projecting recycling/other revenues for the ensuing year, the average of the preceding three years shall -be used. Reports shall be prepared in accordance with the format and level of detail reasonably required by the District and submitted in the number of copies (up to a maximum of 10) required by the District . Contractor shall also furnish any other relevant information requested by District to evaluate the Contractor' s rate proposal . District Board shall consider the Contractor' s report at a noticed public meeting at which Contractor and any member of the public may submit written or oral comments . Thereafter, and no later than September 30, 2001, District shall establish, by ordinance or resolution, the maximum rates which Contractor may charge for service commencing January 1, 2002. Comprehensive reviews shall also be conducted in calendar year 2005, to establish rates applicable as of January 1, 2006 and calendar year 2009, to establish rates applicable as of January 1, 2010 . 382732.6 8 Sepcember 11, 1997 9 .5 Adiustments in Rates for Extraordinary Changes in Disposal Costs . The rates set forth on Exhibit B include all costs of disposal of solid waste including transportation to the Disposal Site and "Gate Fees" charged at the Disposal Site . The adjustments in the rates provided in Sections 9 . 3 and 9 . 4 are intended, and expected, to cover all increases in both components of disposal costs, as well as the costs of collection and recycling. The purpose of this Section 9 . 5 is to set forth the conditions under which the rates may be adjusted at times and/or in amounts different from those provided in Sections 9 . 3 and 9 .4 as a result of extraordinary increases or decreases in disposal costs due either to a change in the Gate Fees or to a change in the Disposal Site . If the Gate Fees at the Disposal Site are increased or decreased at any time by more than fifteen percent (150) or if. there is a change in the Disposal Site which will increase or decrease total disposal costs by more than fifteen percent (150) , Contractor shall notify District . Either party may then request an adjustment in rates for the remainder of the current calendar year. The District shall adjust the rates so that Contractor' s revenues for the calendar year remain, to the extent achievable, at the benchmark level . In addition, at the annual rate adjustment immediately following an adjustment pursuant to this Section 9 . 5, the parties shall take the effect of the partial year adjustment in rates into account in applying the Index-based adjustment to rates for the ensuing full year, again with the goal of Contractor' s receiving compensation at the benchmark level for the ensuing full year. 9 .6 Adjustments in Rates for Extraordinary Events . The parties acknowledge that there may be infrequent extraordinary events which, although they do not prevent either party from performing, and thus do not implicate the Force - Majeure provisions, nevertheless radically increase or decrease the cost of providing service such that the rates and the rate adjustment mechanism provided in this Agreement result in Contractor suffering losses, or enjoying profits, which are substantially outside the commercially reasonable expectations of the parties. An example of such an event is a war or embargo which increases the cost of fuel by a factor of five (5) , or economic events which reduce the cost of fuel by fifty percent (50%) . The obligation of the parties in such event is to act reasonably toward each other and modify rates as necessary to maintain Contractor' s compensation at the benchmark level . If one party believes such an event has occurred and warrants an increase or decrease in the rates different from that provided for in Section 9 . 3 , it shall notify the other, providing a full explanation and a proposed change in rates . 382732.6 9 September 11, 1997 9.7 Adiustment in Rates for Changes in Contractor' s Scope of Work and/or in Level of "Pass-Through" Costs. If the District, pursuant to Section 13, directs Contractor to initiate new services or expand the level of existing services, the reasonable cost of the additional services, plus 12% profit, shall be incorporated into the rates . Similarly, if the District directs Contractor to eliminate or reduce the level of existing services, the reasonable cost savings, plus 12% thereof, shall be incorporated into the rates . If the amount of any of the "pass-through" costs on Exhibit C is increased or decreased from their then-current level, if new fees are imposed which are to be paid for initially by Contractor, or if existing fees are terminated, these changes shall be taken into account in rates . If one party believes such an event has occurred and warrants an increase or decrease in the rates different from that provided for in Section 9 . 3 , it shall notify the other, providing a full explanation and a proposed change in rates . 9 . 8 Adjustment in Rates for New Capital Equipment Purchases . Contractor shall be entitled to an increase in rates to reflect depreciation on new capital equipment (e .g. , vehicles) purchased with District approval . Depreciation shall be incorporated into rates as of January 1 next following the year in which the capital asset is placed into service . 9 .9 Information in Support of Rate Requests . If a change in rates is requested as a result of a change in the scope of work directed by District (Section 9 . 7) , an extraordinary change in disposal costs (Section 9 . 5) , or an extraordinary event (Section 9 . 6) , Contractor shall promptly furnish to District all relevant operational and financial information and records necessary to evaluate it . 9.10 No Retroactive Adjustment in Rates . Whether or not the rates are adjusted by an amount larger or smaller than the change in the Index, pursuant to Section 9 .4 , no consideration shall be given to Contractor' s having previously earned compensation resulting in a profit greater or less than twelve percent (12%) . In other words, future rates shall not be increased to make up for profits below 12% in previous years nor reduced to offset profits of greater than 1211 in previous years . 9 .11 Design of Rate Schedule. The- parties acknowledge that the District Board retains legislative discretion to add new rate categories to Exhibit B, delete rate categories from Exhibit B, or adjust particular components of the rate schedule by amounts greater or less than the applicable percentage adjustment required by Section 9 . 3 , in order to accomplish social, economic, 382732.6 10 September 11, 1997 and/or environmental goals, so long as the aggregate adjustment is substantially equivalent to the amount of revenue generated by the single percentage required by Section 9 . 3 . A rate schedule which will generate revenues within $5, 000 of the revenue which would be generated during that year with a uniform percentage adjustment in rates shall be considered substantially equivalent . For the purpose of projecting revenues and costs, the Tons of Solid Waste collected in the previous year shall be used, unless the change in rate structure itself is expected to reduce the amount of Solid Waste generated, such as the introduction of a mini-can rate. Contractor may submit comments on proposed differential rates and District' s economic analysis. Such comments may address both the revenue projections and any impacts which revised rates might have on Contractor' s costs of performance. District will consider such comments and will, if requested, meet with Contractor to discuss the revenue, cost and operational impacts of the proposed rates . The District will not introduce a mini-can rate prior to January 1999 . The parties will discuss the impact of such a rate during 1998 . 9 .12 No District Guarantee of Collection. District does not guarantee collectibility of rates authorized under this Agreement . Contractor does not look to District for payment of any sums under this Agreement and District has no obligation to pay Contractor any public funds under this Agreement . 9 .13 Challenges to Rates . If Contractor believes the rates have not been increased in accordance with this Agreement, it may riot terminate this Agreement or refuse to continue to provide service. However, it shall have the right to challenge the adequacy of the rates as provided in this section. All disputes as to the adequacy of rates shall be resolved through mandatory binding arbitration conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Sections 1280-1288 . 8, including the provisions of Section 1283 . 05 . In such arbitration, Contractor shall neither seek, nor be entitled to recover, damages from the District on any theory, including tort, breach of contract, or other. 10 . _ AFFILIATED COMPANY TRANSACTIONS. When equipment or facilities owned by another company in which any of Contractor' s shareholder (s) have an interest are used by .Contractor, the costs paid by Contractor shall not exceed the fair market value of such equipment and facilities . If personnel provide services to both Contractor and any other company in which any of Contractor' s shareholder (s) have an interest, the allocation of salary and benefits shall reflect the proportional use of such employee by 382732.6 1 1 September 11, 1997 � t 4 Contractor and the other company or companies . Rent paid by Contractor for offices, storage and garage facilities shared with another company in which any of Contractor' s shareholder (s) have any interest shall not exceed fair market value of the portion of such facilities used by Contractor. The allocations and costs shown on Exhibit D are agreed to be reasonable . 11. OPERATION BY CONTRACTOR. Contractor shall furnish all necessary labor and equipment (excluding containers for weekly Solid Waste service but including three recycling buckets provided for each residential unit) for services provided pursuant to this Agreement in the Franchise Area and shall maintain such equipment in a sanitary condition at all times . The Contractor shall use trucks with covered, water-tight truck bodies constructed of sufficient strength to withstand a fire within the . truck body and not endanger adjacent property. Trucks, drop boxes, bins, or similar types of equipment owned and operated by the Contractor 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, other than previously distributed recycling buckets . 12 . TIME AND MANNER OF COLLECTION. Contractor shall systematically collect Solid Waste and, to the extent required by this Agreement, materials for diversion and recycling from its Customers . Place of pickup shall be backyard service for Solid Waste and curbside service for recycling, green waste and periodic clean-ups . Solid waste collection shall be weekly unless otherwise directed by the District Board. Frequency of recycling, green waste and general pick up service shall be as set forth in Exhibit E. Upon commencement of service and upon changes in collection day schedules, Contract-or 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 6 :00 p.m. and 6 :00 a.m. 13 . CUSTOMER SATISFACTION, AB 939 AND EFFICIENCIES IN OPERATION. 13 .1 From time to time, at its discretion, District may examine Contractor' s operation in order to evaluate whether the Contractor is operating in a satisfactory manner. Contractor agrees to cooperate in. any such examination and shall permit District representatives to inspect, at Contractor' s principal place of business, such information pertaining to Contractor' s obligations hereunder as District may require, including, but not limited to, such things as customer inquiry records, collection routes and equipment records. Access to Contractor' s records 382732.6 12 September 11, 1997 shall be subject to Section 8 (Contractor' s Duty to Maintain Records; District' s Right to Examine Records) . 13 .2 Notwithstanding any contrary provision in this Agreement, the District shall have the right to direct Contractor to compile information, develop plans for and/or conduct programs on alternative methods of Solid Waste and recyclable material collection and management, or to take any other action 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 County' s Materials Diversion Ordinance. Contractor agrees to indemnify and hold the District and County harmless from and against any and all liability to the State of California for the District' s or County' s noncompliance with the requirements_ of the Act due in whole or material part to the material failure of Contractor to properly carry out the reasonable directives of the District to Contractor regarding collection and disposition of Solid Waste and recyclable material and as required by the Act and directed by District; provided, however, that Contractor shall not be obl.igated to carry out any such directive (and shall not indemnify nor hold the District or the County harmless from any resulting liability) if such directives expand the scope of services required of Contractor and the District fails to allow Contractor its reasonable costs associated with carrying out such directives, plus 1201 of those costs . 13 .3 District 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/or meeting diversion requirements. The notice shall allow Contractor a reasonable period of time to implement the specified service . Should District 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 District 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 District elects to- direct Contractor to discontinue any service theretofore performed by Contractor at the direction of District hereunder, District shall allow Contractor to recover its reasonable capital equipment costs and other reasonable costs arising upon termination of the service. Contractor shall take all reasonable steps to minimize such costs, such as, for example, selling surplus equipment . 382732.6 13 September 11, 1997 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, plus a 24-hour answering service . All vehicles shall be radio equipped. 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 not less than six months prior to an application for contract renewal, assignment or extension of term, 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 District General Manager. A copy of the survey results shall be sent to the District within sixty (60) days of completion of the survey. The first such survey shall be conducted during calendar year 1998 . If the District requires Contractor to do more surveys than set forth above, Contractor' s survey costs shall be a pass.-through in the next year' s rates . Nothing in this paragraph shall limit the right of the District to conduct and mail its own surveys on its own and at its cost . The Contractor shall cooperate with the District in preparing such District surveys . 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 District General Manager. The form and content shall be subject to the review and approval of the District General Manager. 15. 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 District General Manager. 16. BILLING. The form and content of customer bills shall be subject to the review and approval of the District General Manager. 382732.6 14 September 11, 1997 Bills for services will be sent three times per year (September, January, May) for every four months thereafter, unless otherwise determined by the District . Bills shall become due and payable three and one-half (3-1/2) months after mailing (e .g. , bills mailed in September will be due and payable on December 15) . The District 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 District 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 as a pass-through by the Contractor through the rates allowed by the District 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 District at the time of Customer notification. 17 . RECYCLING. District grants to Contractor the right and obligation to operate recycling programs, including curbside pick up of recyclable materials, as determined and designated by District, subject to District' s right to terminate this grant to Contractor but only pursuant to the provisions of this section. Contractor shall request that recyclable materials be placed at the curb by 5 : 00 a.m. of the day for which service has been designated for that particular dwelling. Contractor is not responsible to pick up recyclables not placed on the curb in a timely manner. - Contractor has already instituted and implemented a recycling program including regular curbside pickup in five-gallon buckets at all single family residences of at least aluminum, tin, newsprint, glass bottles, non-colored HDPE and PET. As more fully set forth in Exhibit E, the current program will be supplemented commencing January 1, 1998, so that all items listed in County Ordinance Section 418-10 . 604, as it may be amended from time to time, are collected. The District has the right at any time to modify said program or require new programs as provided at section 13 hereinabove. Contractor shall not dispose of recyclable materials, collected through the curbside program, in a landfill . However, if. market conditions are such that there are no purchasers and no users willing to accept such materials for reuse without payment by Contractor, Contractor may submit a written request to the 382732.6 15 September 11, 1997 • � 1 District General Manager for authority not to collect such materials while such market conditions persist . If the District General Manager can make the findings specified in Article 418- 10 . 8 in the County Ordinance Code, and unless County otherwise directs, the General Manager shall exempt such material (s) from recycling on conditions he/she specifies . Contractor shall maintain and provide to the District records relating to its recycling programs as directed by the District General Manager. Contractor shall provide to each household promotional information pertaining to the curbside recycling program. Contractor shall allow the District General Manager to review such material prior to delivery and shall make any changes he or she reasonably requests. Contractor shall distribute written promotional material two times per year as necessary to maintain participation in the program and more frequently, if required by the District General Manager. Unless otherwise required by the District, Contractor shall provide the District with periodic reports on the recycling program which shall include : a. Participation level (i .e . , . the number of residences participating in the recycling program) based on one sample week during each calendar quarter. b. Quantity of materials collected, in tons, by type of material (e .g. , newspaper, glass, plastic and metal) , by calendar quarter. The current County form for this data is attached as Exhibit F. C . Total revenues received by Contractor for materials received, by calendar quarter. Unless otherwise directed by the District reports shall be provided quarterly and annually. The quarterly reports shall be due by the 15th of the month following the close of the quarter and shall cover the preceding three months . For example, the first quarterly report shall be due January 15th of 1998 and shall cover October, November and December, 1997 . The first annual report shall be due by March 15th of 1998, and shall cover the preceding calendar year. Contractor' s provision of recycling service shall be reviewed in approximately one year and thereafter within three (3) years of the effective date of this Agreement and, at District' s discretion, every five years thereafter. If the District determines that continuation of such service by Contractor is not consistent with the ratepayers' best interest, but not as a result of Contractor' s failure to satisfactorily provide recycling services, Contractor shall be allowed to recoup 382732.6 16 September 11, 1997 • / F 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 for the current fiscal year to its general account and submit a rate application to cover such losses . If the District determines that Contractor has failed to satisfactorily provide and perform recycling services, District 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 the District or the ratepayers . 18 . FREE SERVICE FOR COUNTY LIBRARY AND DISTRICT. Contractor shall provide Solid Waste collection and disposal services at (1) the Kensington library at no charge to the County and (2) the District' s headquarters (two cans per week) and the community center (one 1-1/2 yard container weekly) at no charge to the District . 19 . FRANCHISE AREA-WIDE COLLECTION. Unless otherwise determined by the District Board, in addition to its regular collections, commencing in January, 1998, Contractor shall provide twelve (12) scheduled green waste curbside pick ups and one annual general pick up (no green waste) . Any such collections shall be made each year throughout the term of this Agreement in accordance with practices and procedures already established by Contractor. Green waste shall be delivered to a composting or chipping facility by the Contractor, subject to review and direction by the District General Manager. Customers shall be timely notified on the dates of the scheduled green waste pick ups . The recycling and other services provided by Contractor are set forth in Exhibit E. The scope of solid waste collection, green waste and recycling services provided may be changed from Exhibit E at the direction or with the approval of the District Board and without amending this Agreement . 20 . PARTICIPATION IN COMMUNITY CLEAN-UP PROJECTS. Contractor shall provide, upon direction of the District - General Manager, Solid Waste drop boxes or equivalent containers for community or other clean-up projects within .the Franchise Area. The Contractor' s obligation to provide such boxes without charge shall be limited to the equivalent of up to three (3) 20-cubic yards drop boxes per year. 382732.6 17 September 11, 1997 21. DISPOSAL AND WASTE STREAM CONTROL. Contractor shall be solely responsible for the disposal of the Solid Waste collected pursuant to this Agreement . Contractor currently disposes of Solid Waste collected from within the Franchise Area at the West Contra Costa Landfill in Richmond. Contractor will not voluntarily change the disposal site without providing sixty (60) days advance notice to District, together with an explanation of the reasons for the change . If the disposal site becomes unavailable for any other reason, Contractor will give District notice as soon as possible after learning of its pending unavailability, together with Contractor' s recommendation for the best alternate site . If the change will result in an increase in collection rates, Contractor shall not effect the change without approval of the District Board. The parties also recognize that under the MOU, County has reserved authority to direct Solid waste to be delivered to specific disposal sites under certain circumstances . Contractor shall comply with directions from District implementing such a directive from County. Contractor shall not enter into contracts for disposal without prior approval of the District Board. A copy of such contracts shall be provided to District' s General Manager on request . Such contracts shall allow for termination by Contractor if directed by District . 22 . MISCELLANEOUS OBLIGATIONS OF CONTRACTOR. Contractor shall assist District and County in their enforcement of the County' s mandatory subscription ordinance by providing District and 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 direction by County in conjunction with arrangements satisfactory to Contractor for County to compensate Contractor for the costs of such continued service . 23 . ADMINISTRATIVE SERVICES AND FRANCHISE FEES. Contractor shall pay to the County for the services provided by the County Community Development Department (administering and performing its recycling and diversion management, monitoring, review and reporting obligations under the Countywide Solid Waste Management Plan and the Act) a percentage of its gross annual revenues generated from the performance of such waste collection services under this Agreement . Unless otherwise subsequently determined by the County, the total amount for such administration services shall be three percent of the commercial and residential bills for each calendar year. Said sums shall be payable from the Contractor to the County three times annually- (January, May and September for three percent of the revenues .received in respective four preceding months from commercial and residential billings) . For administering this Agreement, the District shall receive a franchise fee of two percent of the commercial and 382732.6 18 September 11, 1997 residential bills for each calendar year, payable at the same time as payment is made to County. For 1997, franchise fees shall be payable in January 1998 on revenue from the preceding months in which this Agreement was effective (September through December) . Any increase in the franchise fees shall also be considered a "pass-through" as described in Section 9 on Rates . Any decrease in such fees shall be reflected in a subsequent rate adjustment . 24. 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 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 the District General Manager, upon 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 avoid the collection or disposal of hazardous waste in any manner inconsistent with applicable law. 25. PRELIMINARY DISPUTE RESOLUTION. If Contractor has a question as to the interpretation of this Agreement, it shall submit a written request to the District General Manager for a determination of the issue . The Contractor shall provide and submit such information as the District General Manager may - reasonably request or require to make the requested determination. The written determination of the District General Manager on such interpretation may be appealed to the District Board by the Contractor. 26. FAITHFUL PERFORMANCE BOND. Contractor shall submit to District simultaneously with the execution of this Agreement a corporate surety bond in the amount of $10, 000 , provided however, that the Board may increase this amount not more often than every three years to reflect changes in the Consumer Price Index. The bond shall be executed by a surety company licensed to do business in the State of California and acceptable to District General Manager. The bond shall be approved by the District and shall be payable to District or 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 District and County. Any action by District or 382732.6 19 September 11, 1997 County to proceed against the Bond shall not limit or affect the right of District or County to use other remedies available to District or 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 District a letter of credit, cash bond or other security acceptable and in a form satisfactory to the District General Manager. 27 . INSURANCE. Contractor shall procure and maintain in full force and effect at all times during the entire term of this Agreement the following coverage : 27 .1 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 District from time to time, but in no event with limits less than the sum of $3 million combined single limit for each occurrence arising from the services as stated in the Agreement herein. District and County shall be named as an additional insureds under such liability insurance policy or policies . 27 .2 Contractor shall carry workers' compensation insurance for all its employees . Evidence of liability and workers' compensation insurance shall be provided by Contractor through filing with District and County a certificate of insurance indicating that District and County are endorsed as an additional named insured 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 District and 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 District and County. District 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 District . Failure of Contractor to maintain insurance in the manner and amount stated herein will constitute a material breach of this Agreement . 362732.6 20 September 11, 1997 28 . INDEMNIFICATION. 28 .1 Complete Indemnification of District and 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 District and County, their 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 District or County, and will make good to and reimburse District and County for any expenditures, including reasonable attorney' s fees, that District or County may make by reason of such matters and, if requested by District or County shall defend any such suit at the sole cost and expense of Contractor. The above promise by Contractor to indemnify, hold harmless and defend the District and 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, charges, penalties and expenses (including but not limited to attorney' s 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, District or County, their officers, employees or agents arising from or attributed 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 Agreement, or the activities of 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 26364 to defend, protect, hold harmless and indemnify District and County. The intent of the section is to provide District with the highest level of protection possible under existing and future laws . 382732.6 21 September 11, 1997 28 .2 Defense of Agreement. Should any party successfully challenge the validity of all or any portion of this Agreement, the procedure by which this Agreement was entered into, or the validity of any County ordinance or District enabling petition or statute which authorizes the District to enter into this Agreement, then in such case the Contractor shall have. no cause of action for damages or any other relief against District or County as a result of such successful challenge . Contractor has the right to defend this Agreement and District or County. 29. ATTORNEY'S FEES. -In the event of litigation between the District and Contractor arising hereunder, the prevailing party shall be entitled to litigation expenses, including reasonable attorney' s fees . If Contractor is required to pay District ' s litigation expenses, neither such payments nor its own litigation expenses may be passed through to Customers in rates . 30 . ASSIGNABILITY. Contractor shall not sell, assign, subcontract or transfer this Agreement or any part hereof, or any obligation hereunder, without the written consent of District which consent shall not be unreasonably withheld or delayed on or after September 1, 2000 . Prior to September 1, 2000, District may refuse consent to any such sale, assignment, subcontract or transfer in its sole discretion. If Contractor wishes to assign this Agreement, delegate its obligations, or if shareholder (s) of Contractor wish to sell a controlling interest in Contractor or take other action which constitutes an assignment, as defined below, it, he/she or they shall give notice to and request approval of District . District shall be entitled to consider the capability of the proposed assignee to satisfactorily perform the services required by this Agreement, including its experience -in Solid Waste handling, its financial condition, evidence of its performance in other communities, its history of compliance with environmental and other regulatory laws, and other relevant information. Contractor shall be responsible for furnishing such information reasonably requested by District . District shall consider any proposed assignment promptly, shall diligently investigate the capabilities of the proposed assignee and shall not unreasonably withhold or delay its consent . The term "assignment" shall include any dissolution, merger, consolidation or other reorganization of Contractor, which results in change of control of Contractor, .or the sale or other transfer, by probate proceeding or otherwise, of a controlling percentage of Contractor' s capital stock to a person not a shareholder on the date of the execution of this Agreement, i .e . , Lewis Figone . The term "assignment" does not include internal business reorganizations or formations of new companies by 382732.6 22 September 11, 1997 Contractor, formation of trusts by Contractor or transfers of any interest of Contractor as a result of death, disability or estate planning by one or more of the principals of Contractor, so long as essential management decisions are retained by Lewis Figone, his spouse, his children, and/or their spouses, or others who have previously worked for Contractor as employees to provide services under this Agreement . By his signature below Lewis Figone agrees to the provisions of this Section 30 for himself as well as for Contractor. 31. 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 District with the right to elect to terminate the Agreement forthwith, without suit or other Proceedings : (a) If Contractor is or becomes insolvent, or makes an assignment for the benefit of creditors; ti (b) If writ of attachment or execution is levied on this Agreement or other property of Contractor such that it 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 it would affect Contractor' s ability to perform its duties and obligations under this Agreement . (d) Except_ as otherwise provided in section 30 (Assignability) , in the event of a probate proceeding where the rights of Contractor under the Agreement would pass to another individual or other individuals . 32 . NOTICE. 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: Bay view Refuse and Recycling Services, Inc . Attn: Lewis Figone, President P.O. Box 277 El Cerrito, CA 94530 Or to District : Attention: General Manager Kensington Police Protection 382732.6 23 September 11, 1997 i and Community Services District 217 Arlington Avenue Kensington, CA 94707-1401 Or to County: Attention: Director of Community Development 651 Pine Street , 4th Floor, North Wing Martinez, CA 94553 33 . ANNEXATION AND CHANGE OF FRANCHISE AREA BOUNDARIES. 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, District 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. District Board may make such alterations to the Franchise Area as are necessitated by such Local Agency Formation Commission actions and that it shall have no right or claim to damages or other relief against the District or 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. 34. BREACH AND TERMINATION. The District General Manager shall have authority, subject to review by the District Board 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 be construed as approval of a course of conduct . In the event that the District General Manager determines that a breach has occurred, District 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, said period not to exceed 60 days . In the event the breach or default is cured to the satisfaction of the District General Manager within the period of time allotted, the breach shall not be deemed a material breach. In the event that the District General Manager determines that Contractor has failed to satisfactorily cure the breach or_ default within the period of time allotted, the District General Manager 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 District General Manager, in his discretion, to declare any subsequent breach to be material, 382732.6 24 September 11, 1997 notwithstanding whether that breach is ultimately cured by Contractor. If such a determination of material breach is made, the District General Manager' s determination shall be automatically appealed to the District Board for final action. A material breach shall be cause for termination of this Agreement by the District Board. In the event of a termination pursuant to this section, District 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 District or 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 District for a period exceeding twelve (12) months from the date such operations are undertaken by District or County. During any period in which District has temporarily assumed the obligations of Contractor under this Agreement, District 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. District shall be entitled to the excess, if any, of revenue over applicable or allowable costs and expenses during such period. The loss, if any, during such period shall be a charge against Contractor, and shall be paid to District by Contractor on demand. Final adjustment and allocation of gross revenue, costs, and expenses to the period during which District 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 attached thereto. Nothing in this Agreement shall prevent District during any period in which District 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 District Board, this Agreement and the franchise granted thereunder shall be of no further force and effect, excepting these provisions concerning District' s right to temporarily assume Contractor' s 382732.6 2 5 September 11, 1997 obligations and to use Contractor' s facilities, and section 28 (Indemnification) . District 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. 35 . EMERGENCY. Notwithstanding Contractor' s exclusive franchise rights set forth in section 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 District Board shall have the right to declare a temporary suspension of this Agreement for the reasonable duration of the emergency and until such time . as it determines that Contractor is able to reassume all obligations under this Agreement . Should Contractor fail to demonstrate to the satisfaction of the District Board 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 District Board. 36 . COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS . Contractor shall be responsible for and 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, .other than the District, 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 or diversion 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 . 37 . AMENDMENT OR MODIFICATION. This Agreement may be amended or modified upon written agreement of. the District and Contractor. The parties agree to meet and confer in good faith if amendments or modifications are proposed. 38 . STATUTORY POWERS. Nothing in this Agreement is intended to or may limit District authority pursuant to its enabling statute. 39 . 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 this Agreement forthwith without suit or other proceeding. ' Contractor agrees that it shall not request the County to assume control of Solid Waste handling in the Franchise Area, to abrogate this Agreement or to otherwise interfere with 382732.6 26 September 11, 1997 District' s authority under this Agreement and that a breach of this promise shall constitute a material breach of this Agreement . This section shall not be construed to prevent either party from seeking redress from the courts for the purpose of interpreting or enforcing the provisions contained in this Agreement . 40 . SEVERABILITY. In the event legal action is brought by a person or entity, other than the two 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 remaining provisions . However, if material provisions hereof are affected, the parties agree to negotiate in good faith to reach agreement on revisions which preserve the substance hereof to the greatest extent allowed by law. 41. WAIVER. The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed, to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. The acceptance of any monies which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement . 42 . SURVIVAL OF OBLIGATIONS . Obligations of this Agreement which embody continuing obligations, including but not limited to section 28 (Indemnification) shall survive the termination or expiration of this Agreement . 43 . THIRD PARTY BENEFICIARY. County shall be considered a third party beneficiary of this Agreement as it may be amended by the parties from time to time.. The County' s rights are enforceable only through the Memorandum of Understanding between County and District . 44 . _ ENTIRE AGREEMENT; SUPERSESSION OF PRIOR AGREEMENT. This Agreement, including Exhibits A through F which are attached hereto and incorporated herein, represents the full and entire agreement between the parties hereto with respect to the matters covered herein. This Agreement shall supersede the Contract with Relation to Collection and Disposal of Garbage between District and Bay View Refuse Services, Inc . , dated July 7, 1981, as amended. 382732.6 2 7 September 11, 1997 45 . EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS. This Agreement will become operative on the effective date in Section 1, provided that each of the following has occurred: (a) County Board .has terminated the Franchise Agreement dated September 11, 1996, with Bay View Refuse and Recycling Services, Inc . (b) District and' County have executed the Memorandum of Understanding dated as of September 1, 1997 . (c) District, County and Bay View Refuse and Recycling Services, Inc. , have executed and filed a stipulation for dismissal of the lawsuit initiated by District against County and Bay View Refuse and Recycling Services, Inc. , now pending in Contra Costa County Superior Court, Civil Action No. C96-04574 . KENSINGTON POLICE PROTECTION AND COMMUNITY SERVICES DISTRICT By: PRESIDENT, BOARD OF DIRECTORS Date ATTEST, James M. Bray, General Manager and Secretary of the Board BAY VIEW REFUSE AND RECYCLING SERVICES, INC. , a California corporation Date By: LEWIS KGONE, PRESIDENT (, >-?- c 3 .5; -Y& 13 Taxpayer I .D. No. 382732.6 2 8 September 11, 1997 d i E�'bit Oa r � maps '•c - �<erisl�`gt� R j y�LLDR OR tt+ �► C AP IL i 'C• e, s \ 4p F / V+S74 R SSq JLtoo ` 1 ILIAD G ee '- Highgate Fid. Highland Blvd. F Jessen Dr. 'jf Kenl1worth Ct. Kenilworth Dr. Kensington Rd. ✓��. 'Qy a tN Kenyon Av. F f tU Kerr Av. 6 ROAD „4 1-4 Kingston Rd. #t cn .: L.a k e D r. :Q <c. Lawson Rd. En Los Altos Dr. H�C ( 4 �►, Lenox Rd. kD l ♦ y Lexington Rd. J aKcnsingtor�py Scn. \ KE�Vj 64 Q 10 VIA NORWOOD E ti PL. Q7 z ri► CA IVFST AV -< WILLAMETTE o� �. r- AVE �r , .SUNSETCC', o C _. � � '►; �' o ccs `� -� S c TQC, WA Y .a � .q '�' AV VA DR CON JD lit t9 8�. p19 cit onit MG IAC io -C-L RAE f ANC .�raLLE RA �o� ca , PC (' y' } r L.;° Lxin�tOn lb . P4"a t 10 —=�►., K�ns,nqKE N14�, \�o 8L nrul /► r oT i, N KER VE,. AN y VOR91000A L. 4y .oG cc qz sl V�CJ_ AV 0 io DR • '� ''+ \fes \'Q Z � /1A w cc o�� Exhibit B MAXIMUM MON'T'HLY RESIDENTIAL AND COMMERCIAL RATES • RESIDENTIAL RATES : 32 gallon cans Monthly Fee 1 can once a week $19 . 86 2 cans once a week $35 . 65 3 cans once a week $50 . 00 4 cans once a week $64 . 00 40 gallon cans Monthly Fee - 1 can once a week $45 . 20 45 gallon cans Monthly Fee 1 can once a week $49 . 30 2 units/2 cans $40 . 20 • COMMERCIAL RATES : 30 gallon can once a week $21 . 00 Material other than can use : Dry $21 .45/cubic yard Wet $22 . 10/cubic yard 382732.6 September 11, 1997 Kensington - Bay View New Franchise Agreement Exhibit C PROJECTED EXPENSES IN CALENDAR YEAR 1998 ON WHICH INITIAL RATES ARE ESTABLISHED OPERATING EXPENSES: Salaries and Benefits $337, 554 Legal Fees 10, 000 Dump Expense (Gate Fees) (1) 108,202 Depreciation 22,204 Insurance 25, 577 Accounting 10, 800 Parts and Tires (+5%) 23, 062 Rent 17 , 551 Truck Rental 32,698 Diesel Fuel 14,000 Debris Box Rental 7 ,840 Postage 4,127 Licenses - Trucks 4, 019 Office 3,487 Repairs & Maintenance 2, 557 Telephone 1, 578 Other General & Operating (+ gasoline) 6,267 TOTAL OPERATING EXPENSES $631, 523 Allowance for Profit (12%) 75, 783 Pass-through Expenses - County Fee (3% of• Req'd Rev) 20, 899 - District Fee (2% of Req'd Rev) 13, 933 - County Hazardous Waste Fee - current 4, 000 - County Hazardous Waste Fee - reimbursemen 2, 194 of prior charges of $4387 over 24 months Audit Fees 12 , 300 53, 326 Less: Recycling & Other Fees (64, 000) (2) Benchmark Level Revenues to be Raised from Collection Rates $696, 631 (1) $36/ton for refuse, $32/ton for greenwaste. (2) Recycling and other revenues based on avg. of three (3) previous years (1994, 1995, 1996) . exhbtc&d.wk4 f 08/17/97 Kensington - Bay View New Franchise Agreement Exhibit D_ ASSUMPTIONSREGARDING AND LIMITATIONS ON COSTS AND EXPENSES i. Salaries and B -n s - Based on five (5) full time employees, 1 garbage route with 2 workers (1 driver and 1 helper) 1 recycling route with driver 1 officer worker, and 1 president ($80,000 salary; no benefits) 3% increase per year Iillacated employees 1 mechanic (1 day per week) $314.32 Purr Time As needed helpers and drivers for yardwaste and general pickups. 2 yardwaste drivers and 2 yardwaste helpers 5 days per week, 12 weeks per year (monthly) Cost: Drivers- $30.96 per hour Helpers- $28.91 per hour 2 . I2ump._ExpPrLsr_ Based on $36 per ton for refuse and $32 per ton for yardwaste at West Contra Costa County Sanitary Landfill 3. D_eprsiatian_ Based on the following equipment: 12/31/96 Annual Net Book Value Depreciation* Equipment . $ 71,355 $ 22,204 * Straight line, seven (7) years. Excludes fully depreciated assets purchased before 1991. 4. Affilied Company Transactions - Rent - Office and yard $ 1,462.55 per month Truck Rental** $ 36.88 per hour Debris Box Rental $ 80.00 per load ** Monthly yardwaste service assumes 2 trucks required 60 days per year, or 960 truck/hours per year. exhbtc&d.wk4 Exhibit E SCOPE OF COLLECTION/RECYCLING SERVICES SOLID WASTE COLLECTION Backyard weekly service . RECYCLING A. Weekly curbside recycling collection. Materials collected: aluminum cans; steel and tin plated cans; glass containers; PET bottles; clear HDPE bottles; colored HDPE bottles; polystylene; plastic film; cardboard; newspaper; mixed paper (includes magazines) . Containers : 3 five-gallon plastic buckets for each customer; replacements at cost . B . Monthly curbside greenwaste collection on customer' s regular garbage day. No yardage limit . Materials must be bundled, tied or placed in boxes or trash containers . (Boxes and. containers will be emptied and not removed. ) Greenwaste in plastic bags not accepted. GENERAL PICK UP One curbside pick up annually in September. Limit : 1-1/2 cubic yards bundled, tied or bagged. Greenwaste not accepted. COMMUNITY CLEAN UP Up to three 20-cubic yard drop boxes annually. SPECIAL JOB PICK UPS Customers may schedule special pick ups (e.g. , old refrigerators) for a separate charge . REUSABLE MATERIALS PICK UPS If District directs, Bay View will conduct scheduled pick ups of reusable materials (e .g. , old clothes,-- toys) in coordination with organizations such as Good Will Industries and Urban Ore . Compensation for such pick ups shall be in addition to rates shown on Exhibit B. 382732.6 September 11, 1991 UNINCORPORATED CONTRA COSTA COUNTY DIVERSION DATA Service Provider: Program Type: Unipcorporated Service Area: Is the Data from an annual report (Yes or No)? If not, which quarter of the year (e.g. 1,2,3 or 4)? Year: MATERIAL TYPES ENTER TONNAGES BY MATERIAL TYPE Abbreviations are shown in parenthesis PAPER PLASTIC Corrugated Cardboard (OCC): PET (PET): Newsprint(ONP): HDPE (HDPE): High grade (HG): Polystyrene(PS): Mixed Paper(MP): Other(P-3): Magazines (OMG): GLASS OTHER WASTES CA Redemption Value Cont. (CRV): Textiles(TX): Other Glass (GLS): Inerts (INRT): White Goods (WG): METAL Reusables(REUSE): Aluminum Cans (UBC): Other(OTHER): Tinned cans and ferrous (Fe): Other non-ferrous (N-Fe): Notes: ORGANICS Yard waste(YW): Food waste(FW): Wood waste(WW): Completed by: Firm or Agency Date: Page of Phone No.