Contract - CR&R - 2018-07-01 AGREEMENT
This Agreement ("Agreement") is entered into to be effective as of the -s+ day of
TU�y , 2018 by and between the Costa Mesa Sanitary District, a sanitary district
("DISTRICT"), and CR&R Incorporated, a California corporation ("HAULER")
(collectively, the "Parties") to provide residential Solid Waste collection within District
limits.
Recitals
A. The District is a California Sanitary District organized and existing under the
authority of Health and Safety Code Section 6400 et seq.;
B. The Legislature of the State of California, by enactment of the California
Integrated Waste Management Act of 1989 ("AB 939") and subsequent
modifications thereto, established a Solid Waste management process that
requires the District to implement source reduction, reuse and recycling as
integrated waste management practices.
C. District and Hauler are mindful of the provisions of the laws governing the safe
collection, transport, recycling, and disposal of Solid Waste, including AB 939,
the Resource Conservation and Recovery Act ("RCRA"), and the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"). District
and Contractor desire to leave no doubts as to their respective roles, and to
memorialize their Agreement.
D. District and Hauler previously entered into an Agreement that contained a six-
year "evergreen" clause that renewed annually to add a year so that there would
always be a six-year term unless terminated. The parties intend, by entering into
this Agreement, to no longer provide an evergreen clause but to provide a ten-
year term with options, as provided herein.
NOW, THEREFORE, DISTRICT and HAULER agree as follows:
ARTICLE 1
DEFINITIONS
Whenever any term used in this Agreement has been defined by the California Public
Resources Code, the definition of such term set forth therein shall apply unless the term
is otherwise defined in this Agreement or in the District's Operations Code.
1.1 Green Waste
Green Waste shall be defined as Solid Waste resulting from maintenance or removal of
vegetation including, but not limited to: brush, grass clippings, branches, leaves,
flowers, weeds, shrubs, and small trees.
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1.2 Organic Waste
Organic Waste shall be defined as Solid Waste that comes from plants or animals that
is biodegradable including, but not limited to: fruits, vegetables, meat, poultry, seafood,
eggshells, rice, beans, cheese, bones, frozen/refrigerated food, tea bags, and coffee
grounds. Subject to the Anaerobic Digestion project's performance, additional items will
be added to this listing subject to DISTRICT review and approval.
1.3 Solid Waste
Solid Waste shall be defined as all discarded putrescible and nonputrescible solid,
semisolid, and liquid wastes, including garbage, trash, refuse, rubbish, and any other
discarded solid, semisolid, and liquid waste permitted to be disposed of at a Class III
landfill and which are included within the definition of "Nonhazardous Solid Waste" set
forth in the California Code of Regulations, as it may be amended from time to time.
Solid Waste does not include hazardous (Class I) waste, low-level radioactive waste,
untreated medical waste, or special wastes as defined herein.
1.4 Curbside Service
Curbside Service shall be defined as the collection, transport, recycling, and disposal of
Solid Waste from residential customers who are eligible to place such waste for
collection at the curb in carts or cans (and shall specifically exclude commercial or
industrial service or multi-family service which is not collected curbside or is collected in
bins, roll-offs or other commercial containers).
ARTICLE 2
SERVICES TO BE PROVIDED AND TERM
2.1 Services to be Performed
HAULER agrees to furnish all labor, material, and equipment necessary for the
collection of all Solid Waste as hereinafter defined from single family dwellings and
multi-family dwellings using Curbside Service (small multi-family dwellings) within the
boundaries of the DISTRICT (including the entirety of the City of Costa Mesa and
certain residences within the City of Newport Beach) as said boundaries now exist or
may hereafter exist, and the disposal of such Solid Waste as hereinafter provided.
HAULER further agrees to provide containers for all single-family dwellings and small
multi-family dwellings inside DISTRICT as provided hereinafter in this AGREEMENT.
HAULER further agrees to provide material recovery facility services for the acceptance
of Solid Waste from DISTRICT for the purpose of recovery and reclamation of
recyclable materials and the transfer of un-recyclable residue to Orange County landfill
sites, as hereinafter provided or otherwise as the DISTRICT may direct.
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2.2 Term
2.2.1 Effective Date
The "Effective Date" of this Agreement shall be the date on which this Agreement is
executed by DISTRICT and HAULER.
2.2.2 Initial Term
The term of this Agreement during which HAULER will provide collection services shall
be ten (10) years (the "Initial Term"), subject to extension as provided in Section 2.2.3.
Notwithstanding the foregoing, the unexcused failure or refusal of HAULER to perform
any material term, covenant, obligation or condition contained in this Agreement
(collectively "Noncompliance") shall give rise to the right, in favor of DISTRICT, for
earlier termination of this Agreement for cause in accordance with the procedures
contained herein.
2.2.3 Option to Extend Terms
The parties agree that if the Agreement is not terminated for cause or by mutual
agreement, that either party shall have the option to extend the term for an additional
five-years upon the expiration of the original term.
Upon the expiration of the first five-year extension, and assuming that the Agreement,
as extended, has not been terminated for cause or by mutual agreement, either party
shall have the option to extend the term a second time for an additional five-year term.
If the two five-year options for extension are exercised, in addition to the ten-year
original term, a total of twenty years shall have been provided. This Agreement does not
provide for extensions beyond that twenty-year period.
To be entitled to exercise the option, written notice must be given of the exercise of the
option to extend while the Agreement, or any applicable extension, is still in effect. Any
attempt to exercise an option beyond those periods shall be null and void.
2.3 Services
2.3.1 Ownership of Solid Waste
All Solid Waste, in addition to recyclables, collected by HAULER shall become the
property of HAULER upon placement by the Customer for collection. HAULER shall
have the exclusive right to market all recycled material reclaimed from Solid Waste
generated by DISTRICT pursuant to this Agreement and shall be entitled to any and all
income derived from said marketing over which DISTRICT shall have no claim.
HAULER shall provide DISTRICT with an accounting of said revenue, as discussed
below.
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2.3.2 Solid Waste Disposal
HAULER is to provide Material Recovery Services for the acceptance of Solid Waste
from DISTRICT for the purpose of recovery and reclamation of recyclable materials and
the transfer of unrecycled residue to Orange County landfill sites. HAULER shall
transfer DISTRICT Green Waste and Organic Waste to HAULER's Anaerobic Digestive
facility in the City of Perris (Riverside County) where said waste will be converted into
renewable natural gas and compostable materials. It is a material consideration to
DISTRICT that the Anaerobic Digestion facility operates as intended by this Agreement.
In the event HAULER no longer provides Material Recovery Services and/or Anaerobic
Digestion Services as set out in this Agreement, DISTRICT reserves the right to direct
the flow of Solid Waste produced and collected hereunder to any succeeding recycling
firm with which DISTRICT has contracted, provided however, that in the event mileage
to the succeeding recycling firm has increased ten percent (10%) over the mileage
presently in effect between DISTRICT and CR Transfer, HAULER shall be entitled to
additional compensation based upon acceptable proof submitted to DISTRICT of actual
increased cost; and provided further, that if the mileage decreases in excess of the
same percentage, DISTRICT shall be entitled to a reduction in compensation it is
obligated to pay.
DISTRICT represents that it has in force a contract with the City of Costa Mesa, dated
November 5, 1993, exempting DISTRICT from certain fees established by the City
relating to the City's obligation under the Integrated Waste Management Act of 1989
(commonly referred to as AB 939). Certain provisions of that contract require that
DISTRICT rely upon the cooperation and performance of HAULER and HAULER
agrees that such cooperation and performance, which is attributable to HAULER, will be
performed. Specifically, HAULER will participate in the education program required by
AB 939 either in money or services at the option of DISTRICT with the level of
participation to be set by DISTRICT and will provide such reports as required of the
DISTRICT by the City.
DISTRICT will provide HAULER with copies of all agreements, and amendments
thereto, which affect HAULER's performance hereunder including, but not limited to,
contracts with any other Material Recovery Facility or Green Waste facility with which
DISTRICT may contact; and any subsequent contract with City of Costa Mesa or any
other entity relating to DISTRICT's obligations affecting Solid Waste pickup and
disposal. HAULER agrees to provide DISTRICT with copies of its contracts with others
related to the performance of this Agreement.
2.3.3 Residue/Flow Control
All residual waste from the processed semi-mixed stream of recyclables/trash shall be
disposed in compliance with the DISTRICT's flow control agreement with the County of
Orange. The purpose of these provisions is to provide flow control for the County's
landfill operations, which will be in the DISTRICT's best interests.
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DISTRICT and HAULER agree that the County shall be an express third-party
beneficiary of this paragraph and shall be entitled to independently enforce the
obligations of this paragraph.
ARTICLE 3
HAULER COMPENSATION
3.1 Hauler Compensation
The HAULER compensation provided for in this Article shall be the full, entire and
complete compensation due to HAULER pursuant to this Agreement for all services,
labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, disposal,
transfer, processing, profit and all other things necessary to perform all the services
required and reasonably anticipated by this Agreement in the manner and at the times
prescribed. No additional charge shall be made for any service described in this
Agreement unless this Agreement specifically provides for such compensation. Except
as expressly provided herein or in Exhibit A, which is incorporated by reference herein,
HAULER shall be responsible for all other costs and expenses related to HAULER's
performance under this Agreement.
3.1.1 Payment for Trash Collection Service
As compensation for the performance by HAULER of the trash collection and related
work as set out in this Agreement, DISTRICT shall pay to HAULER each calendar
month during the term of this Agreement the rate specified in Exhibit A attached hereto
multiplied by the Occupancy Rate. DISTRICT agrees to promptly process HAULER's
invoices, which shall be supported by weight tickets, but in any event, payment will be
made by DISTRICT to HAULER within 30 days of receipt of an invoice.
3.1.2 Occupancy Rate / HAULER Fee
On the effective date of this Agreement, the monthly occupancy rate as noted in Exhibit
A will be of$9.7954 per household.
3.1.2.1 Occupancy Count
DISTRICT shall prepare and utilize an assessor's parcel based list for HAULER to
conduct its occupancy counts. HAULER agrees to continually update the monthly
occupancy count. HAULER payment shall be based upon occupancy count as
approved by the Board of Directors each month.
A. Occupancy is determined to be as follows:
1. A single living unit per Assessor's parcel —one occupancy.
2. Multiple living units per Assessor's parcel — first living unit — one
occupancy; each additional living unit— one occupancy.
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3. Mobile home lots per Assessor's parcel — one occupancy per trailer lot.
B. Initial Occupancy Calculation. The occupancy for which HAULER will be
compensated shall be determined from the special assessment roll for each
fiscal year of July 1 through June 30 as the same is maintained on file in the
DISTRICT office as the basic occupancy, and will be readjusted annually based
upon the special assessment roll for each succeeding year.
C. Occupancy Exemptions. The following properties may be exempt from charges:
1. Certain property inside the DISTRICT and also within the city limits of the City
of Newport Beach receiving Solid Waste and recycling services from the City
II'I of Newport Beach or through the City's authorized franchisee.
2. With respect to Solid Waste charges, multiple residential properties including
mobile home parks contracting for or using private services and having
qualified for DISTRICT exemption.
3. Undeveloped parcels until one or more living units are constructed thereon.
4. Parcels incapable of generating Solid Waste as defined herein.
5. Parcels with improvements requiring a type of service unavailable from
HAULER.
6. Those parcels, which have applied for and been granted an exemption by
DISTRICT, in accordance with DISTRICT rules and regulations.
7. Those parcels, irrespective of zoning, which are subject to commercial and
industrial use.
The occupancy count shall be increased or decreased monthly and it is understood and
agreed by and between the parties hereto that said increase or decrease will be
determined by HAULER on a continual basis based on field surveys of the residences
that are provided service. HAULER shall provide DISTRICT a written count of the
monthly additions and deletions to the occupancy count. The occupancy count may be
affected by occupancy permits and demolition permits issued by the building
department of the City of Costa Mesa or other entity having such jurisdiction within the
DISTRICT. The occupancy count may also be increased whenever HAULER is able to
determine to the satisfaction of DISTRICT that any parcel coming within the exemptions
as hereinafter set forth is no longer exempt and that HAULER is in fact actively engaged
in the weekly collection of trash from said occupancy.
3.1.3 Recycling/Disposal Rate
On the effective date of this Agreement, the recycling/disposal rate as noted in Exhibit A
will be of fifty-one dollars and ninety-seven cents ($51.97) per ton.
3.1.4 Conversion Technology Rate
On the effective date of this Agreement, the rate for DISTRICT Organic Waste delivered
to HAULER's Anaerobic Digestive (AD) facility will be seventy-one dollars and fifty cents
($71.50) per ton.
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3.2 Justification of Rates
HAULER shall submit an annual review of thirty-three (33) Orange County agencies
comparable Net to Hauler rates and a justification of HAULER's rates as being within
ten percent (10%) of the average Net to Hauler rate (total amount HAULER is paid by
DISTRICT divided by the total number of units serviced) of the thirty-three (33) Orange
County agencies. For the purpose of this review the City of Laguna Woods is excluded.
For purposes of this study, added costs for HAULER's AD facility shall not be included
in the Net to Hauler rate for this study. However, if one (1) or more Orange County
agencies are utilizing HAULER's AD facility then a second survey of those Orange
County agencies will be conducted that includes the added costs for said facility in the
survey. Said studies shall be made a part of the HAULER's annual performance review
and a basis for compensation adjustment.
3.3 Most Favorable Rate
The DISTRICT's goal is to maintain Net to Hauler rates that do not exceed ten percent
(10%) of the County average, for comparable services, waste composition and volumes
(less the AD project costing or other special charges making the rate comparison
inequitable) during the term of this Agreement. DISTRICT net to hauler rates shall be
calculated each calendar year by taking the total compensation paid to HAULER and
dividing it by the total number of units serviced (excluding Organics Recycling Program
charges). Government entity administrative fees and franchise fees shall be excluded
to attain the Net to Hauler calculation as set forth in Exhibit A (the "Calculation"). On or
before April 30 of each year after the first full calendar year of this agreement, the
parties shall complete the Calculation for the prior calendar year, If HAULER net-to-
hauler rate revenue exceeds ten percent (10%) of the County average, HAULER shall
rebate the DISTRICT the amount necessary to achieve the ten percent (10%) threshold
on or before August 1st following the completion of the Calculation
For being the first agency in Orange County to commit to the AD facility, HAULER
agrees the DISTRICT will have the lowest conversion technology rate in the County. If
HAULER negotiates a lower rate with any Orange County agency, then that rate shall
become the rate of the DISTRICT.
3.4 Consumer Price Index Adjustments
Commencing on July 1, 2019, the maximum rates as set forth in Exhibit A and further
described in Sections 3.1.2, 3.1.3, 3.1.4 herein shall be considered for an adjustment,
and such rates be considered for an adjustment every two (2) years on July 1st during
the term of this Agreement. HAULER may request a two (2) year Consumer Price Index
(CPI) adjustment using prior years' data. CPI increases will not be automatic; HAULER
will need to present their request to the Board of Directors for consideration.
The maximum rates as set forth in Exhibit A shall be considered for an adjustment by
multiplying each rate by a percentage change in the average CPI for All Urban
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it
Consumers in the Los Angeles Area, not seasonally adjusted (CPI-U) - Los Angeles -
Long Beach- Anaheim for the twenty-four (24) month period ending the February
immediately prior to the applicable adjustment date versus the index average for the
previous twenty-four (24) months.
For example, per Table A below, the maximum increase the HAULER could request for
the fiscal year beginning July 1, 2019 is 3.6%.
Table A.Los Angeles-Long Beach-Anaheim CPI-ll monthly and annual percent changes(not seasonally adjusted)
2013 2014 2015 I 2016 2017 2018
Month Monthly Annual Monthly Annual Monthly Annual E Monthly Annual Monthly Annual Monthly 1
Annual
January 08 20 05 08 -03 -01' 07 3.1 09 21 08 35
February 07' 22 0.5 0.5 0.7 0.1i 0.0 24 0.6 27 07 3.6
March 0.1 1.3 0.6i 10' 1.0': 0.5- 0.3 1.7 0.3 2.7
AprN -04. 09 00. 1.4 -01. 05 02 20 02 27
May 0 1. 10 0.4 1.7 1.0 11
,. 0.511 14
0.3 2.5.
June 40.1 1.4' 0.1 18 -03' 08 0.1' 1.8 -02 22
July -0.1 1.3 0.1, 2.0 0.7
1 4. 00 1.1 0.3 2.5
August 0.1 0.8 -0.1 1.8 -0.3 1.1; 0.0 1.4 0.3 2.8'
September 02 0.6 0.0 1.7' -0.4 07 0.2 1.9 0.4 31
October 0.1 -0.1 40.1 1.4 0.2 1.0 0.4 2.2 0.4 3.1,
November -0.5 0.4 -0.7 1.3 00 16' -04 1.8 01 36
December 00 1.1 -0.5 07 -0.1 20 0.0 20 0.0 36
By April 1, 2019, and every second April 1st thereafter, HAULER shall submit to the
District's Finance Department all necessary information to justify the requested CPI
adjustment. DISTRICT will make an effort to verify information provided by HAULER,
but ultimately HAULER bears the burden of ensuring the submitted information is
correct and supported by all necessary documentation. HAULER agrees and
acknowledges that DISTRICT is entitled to rely, in good faith, on information submitted
by HAULER, including mathematical calculations, CPI data, and other documentation,
to justify HAUER's requested rate increase.
3.4.1 DISTRICT's right to audit HAULER's revenue
HAULER shall make available to DISTRICT documentation stating HAULER's profit
margin with respect to the services provided in this Agreement in approving any rate
adjustment before HAULER can request adjustment with the DISTRICT's Board of
Directors. The audit report shall not become a public record by such disclosure.
Nevertheless, the parties agree that DISTRICT and its officers, agents, or employees
shall have access to the audit and financial statements at HAULER's facility in a
reasonably comfortable area with table and work area.
3.5 Landfill Charges
In the event the County of Orange imposes a new charge by the day, or by the ton, or
upon each truck, or upon each company for the privilege of disposing of Solid Waste in
the County facilities, or in the event of any additional charges levied by any
governmental agency, HAULER shall have the right to request a meeting with the Board
of DISTRICT for the purpose of negotiating with said Board to determine what share, if
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any, of said charge shall be paid by DISTRICT. The agreement to negotiate by
DISTRICT is not to be regarded by HAULER as a commitment on the part of DISTRICT
to pay any portion of said landfill charge imposed by County of Orange, and DISTRICT
will be obligated to pay only that portion, if any, of said landfill charges that are
determined as the result of the negotiations as provided herein.
ARTICLE 4
RECORDS, REPORTS, REVIEWS AND AUDITS
4.1 Monthly Reports
Within seven (7) days of the end of each calendar month, HAULER shall submit to
DISTRICT for the preceding month reports setting forth, at a minimum, the following
information for services provided and tonnage collected under this Agreement:
• HAULER shall record and provide a log of complaints received by DISTRICT or
HAULER on a monthly basis. HAULER shall also provide DISTRICT with a copy
of any report, complaint, pleading, or any other communication related to
HAULER's performance of the agreement.
• Occupancy Count. HAULER shall provide a monthly accounting of new accounts
created and discontinued units serviced.
4.2 Waste Diversion
HAULER and DISTRICT acknowledge that pursuant to the California Integrated Waste
Management Act of 1989, the District is currently required to divert fifty percent (50%) of
all Solid Waste from landfill disposal or transformation but that the pursuant to AB 341 it
is the policy goal of the State of California that not less than 75% of Solid Waste
generated be source reduced, recycled, or composted by the year 2020. HAULER
agrees that in addition to meeting the fifty percent (50%) reduction level currently
mandated, it will use its commercially reasonable efforts in conjunction with the District's
efforts to achieve the DISTRICT goal of diverting at least seventy-five percent (75%) of
the DISTRICT's waste stream. For the purposes of this paragraph, only the amounts of
waste collected under this Agreement shall be considered. Specifically, commercial
and industrial waste collected under separate agreements and/or permits shall not be
considered. HAULER shall prepare and maintain all appropriate documentation
showing how diversion requirements were met.
4.3 Audit of HAULER
HAULER shall make available to DISTRICT an annual financial report for the services
performed under this Agreement. The HAULER shall have its consolidated financial
statements audited by an independent Certified Public Accountant who shall render an
opinion that the statements fairly represent the financial condition of the company. Said
opinion will be provided in accordance with Generally Accepted Accounting Standards.
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Working papers for the annual financial statement provided to the DISTRICT for the
services provided under this Agreement shall accompany the financial report and shall
show all revenue derived from recycling, composting, or the generation of gas or fuel
from DISTRICT. DISTRICT shall be notified within (10) days of the financial report
being available. The financial report shall not become a public record by such
disclosure, and DISTRICT agrees that it will not be entitled to be provided with a copy.
Nevertheless, the parties agree that DISTRICT and its officers, agents, or employees
shall have access to the financial report at HAULER's facility in a reasonably
comfortable area with table and work area.
4.4 Master Manifests
HAULER shall maintain a master manifest in which the transportation and disposal of all
waste from DISTRICT shall be logged. Such manifest shall show disposal volumes,
nature of waste, transporter and disposal sites. Copies of all such records shall be
provided to DISTRICT upon request. HAULER shall also document all tonnages by
truck identification number, route and date and provide this compiled data electronically
to the DISTRICT within ten (10) business days of each month for the previous month.
All such records shall be kept for a period of 5 years following the termination of this
Agreement.
4.5 Access to Site
HAULER shall allow regular inspections by DISTRICT's personnel or agents to monitor
the recycling of DISTRICT's Solid Waste. Said inspection shall include the right to test
scales and review books and documentation.
4.6 Annual Performance Review
DISTRICT shall complete a performance review of the trash collection and recycling
program on an annual basis and HAULER and DISTRICT shall meet to discuss or
resolve problems that may be occurring in the programs. DISTRICT shall prepare a
performance review form that allows for evaluation of services provided at the
residences as well as administrative services including report preparation, accuracy,
timeliness of transmittal, responsiveness to inquiries, database management, service
levels and helpfulness.
4.7 Audit Rights
In addition to any other audit and access rights that DISTRICT shall have under this
Agreement, DISTRICT shall have the right at reasonable times, to audit any facet of
HAULER's performance under this Agreement. Said rights shall include a right of
access to the site and equipment used to perform this Agreement, a right of access to
books and records relating to the business operations as it pertains to this Agreement,
and right to an annual audit of the performance of the Agreement and, if deemed
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warranted by DISTRICT, the right to demand an independent certified audit performed
by a CPA at HAULER's cost.
HAULER agrees to cooperate with DISTRICT in all of the above. Such right to audit will
include HAULER and its owned subsidiaries performing work under this Agreement.
Such rights shall include a right of access to internal trail reports.
4.8 Corporate Structure
HAULER shall provide DISTRICT with the Articles of Incorporation, Bylaws and Stock
Register, or equivalent, showing ownership for all entities involved in providing services
under this Agreement, and shall promptly provide DISTRICT with any amendments
thereto. On the anniversary date of this Agreement, DISTRICT shall be provided with
the latest Annual Statements of Domestic Stock Corporation as filed with the state.
HAULER shall provide DISTRICT with an organization chart showing all related
corporate entities providing services or having any interest in this Agreement, showing
the Board of Directors, Officers, Key Employees and ownership of assets.
ARTICLE 5
OPERATIONS
5.1 Containers
HAULER shall provide and maintain the containers for all of DISTRICT's residential
customers. Basic service shall be defined as two (2) mixed waste recycling containers
and one (1) organic container with the option to add a second organic cart at no
additional charge. Customers that presently have any 90-gallon containers shall be
"grandfathered" for the life of those containers. Service over and above the basic
service shall pay an additional container charge as described below. Upon request,
HAULER shall provide to DISTRICT account and container data for all DISTRICT
customers.
5.1.1 Container Maintenance
HAULER shall maintain all the containers including, but not limited to removing graffiti,
replacing the wheels and lid. All repairs must restore the cart to its full functionality.
Unsightly/worn-out carts shall be replaced by HAULER upon Customer request.
5.2 Additional Container Charges
New service shall be entitled two (2) sixty-four (64) gallon organic carts and up to two
(2) sixty-four (64) gallon mixed waste processing recycling carts. Service over and
above the basic service shall pay an additional container charge as described herein.
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An Additional Container Charge shall be implemented for Additional Containers (more
than two of either type) at a rate of $9 per container per month, or as the parties may
later agree, said charge includes the cost, collection, and delivery of the containers.
HAULER will not charge a delivery fee for Additional Containers nor will the HAULER
charge a delivery fee to existing and/or new customers that are requesting new and/or
replacement containers, except as provided in 2.g below. Charges for replacement
containers shall be as follows:
1. New Customer (Development)
a. New Owners/residents: No charge
2. Existing Customer
a. Missing container(s): No charge
b. Damaged container(s): No charge
c. Exchange of container(s): No charge
d. Disability hardship/economic factor: No charge
e. Only one (1) mixed waste container and requesting a second mixed
waste container: No charge
f. Only one (1) organic container and requesting a second organic
container: No charge
g. Stolen container(s): No charge when resident provides police report
number; otherwise, HAULER shall charge for the cost of the
replacement cart and delivery.
5.2.1 Increase in Additional Container Charge
The rate for the Additional Containers will automatically increase to $10 per container
per month after the conclusion of year five (5) of the Agreement. The $10 charge will
remain in effect for the remaining length of the Agreement, or as the parties may later
agree.
5.2.2 Additional Container Charge Billing
Billing for Additional Containers shall be made by HAULER or an independent bonded
billing service.Hauler is entitled to twenty percent (20%) of the money collected for the
additional container charge. The DISTRICT will retain the remaining eighty percent
(80%) of the revenues generated from the additional container charge. The HAULER
shall remit to the DISTRICT on quarterly basis net proceeds due to the DISTRICT
accompanied by all applicable supporting documentation and calculations.
Prior to the end of each fiscal year throughout the term of this Agreement, DISTRICT
and HAULER shall review in good faith the status of the Additional Container Charge
Program. This review shall include, but is not limited to the following:
• Audit list of customers with "additional" containers
• Total revenues generated and distributed between parties relative to establishing
rate stabilization and the stated goal of charging an average rate for customers of
that charged within the County
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• HAULER costs of administering and operating the program, as well as a review
of customer overall satisfaction.
5.3 Hauler's Equipment
HAULER shall provide adequate equipment for the collection of Solid Waste. Both sides
of each vehicle used for the collection of Solid Waste shall have a sign that says "Costa
Mesa Sanitary District Recycles for You". The appearance of the sign will be approved
by the DISTRICT. All vehicles used for collection shall also prominently display an
identification number on both sides of the vehicle. HAULER's trucks shall have a
display meeting the approval of the DISTRICT. HAULER's trucks shall have a clean
appearance and shall be driven in compliance with the Vehicle Code.
A second interchangeable sign will be displayed on both sides of the vehicle to promote
the appropriate recycling programs (Large Item Collections, Christmas Tree Recycling,
special events with dates). The interchangeable signage will rotate at least once per
quarter. A total of four (4) signs per year will be allowed, and new signage shall be
purchased by HAULER every two (2) years if requested by DISTRICT.
HAULER's trucks servicing the DISTRICT shall be powered by Compressed Natural
Gas (CNG) or Renewable Natural Gas (RNG) or by an alternative fuel that is approved
by the South Coast Air Quality Management District.
All equipment used for collection of Solid Waste shall be enclosed to ensure that Solid
Waste is not spilled on streets and privacy property. HAULER shall comply with all
requirements of the Vehicle Code, Health Department and the District Operations Code
and all equipment used for collection of Solid Waste shall be watertight and shall be
covered with suitable waterproof tarpaulins, metal covers or other satisfactory covers.
No Solid Waste shall be permitted to leak, fall or be spilled upon streets or alleys or onto
private property. Any such leakage or spillage shall be immediately corrected and the
area cleaned by HAULER.
HAULER shall provide DISTRICT with a list of all trucks and other vehicles including
identification numbers to perform this Agreement. All equipment used by HAULER for
the collection of Solid Waste, pursuant to this Agreement, shall be subject to inspection
by the Manager of DISTRICT or designee and any defects in such equipment found to
exist shall be immediately corrected by HAULER.
5.4 Limitations on Solid Waste Collection
HAULER shall not be obligated to collect Solid Waste in the following cases:
A. Where the Solid Waste is not placed in an adequate container. "Adequate
container" shall be any container approved by the DISTRICT from time to time as
set forth in the DISTRICT's Operations Code.
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ii
B. In addition to the foregoing, reference is hereby made to the rules and
regulations adopted by DISTRICT, for the collection of Solid Waste and
regulations as set forth in the DISTRICT's Operations Code, as the same way be
amended and are incorporated herein as a part of this Agreement.
5.5 Trash Accumulation
HAULER shall report any accumulation of trash observed but not put out for collection.
5.6 Operations Manager
HAULER shall strive to make customer satisfaction its number one priority. HAULER
shall employ an Operations Manager, to be approved by the DISTRICT, to be assigned
to the DISTRICT operation, to oversee the work and to handle complaints arising from
the operation pursuant to this Agreement.
5.7 Contract Liaison
The parties shall jointly appoint a designated contact from HAULER that a DISTRICT
Director, staff member, or other officer or agent can readily contact who is familiar with
the DISTRICT's program and who can readily assist the caller in a professional and
knowledgeable manner. Calls shall be returned promptly and in no event later than
twenty-four (24) hours, excluding weekends, after the call or other contact.
5.8 Customer Service Designee
HAULER will appoint a designated contact that the DISTRICT Director, staff member, or
other officer or agent can readily contact who is familiar with DISTRICT programs that
will assist DISTRICT staff within 2 hours regarding a missed pickup. This designee will
assist DISTRICT staff in scheduling missed pickups or any other customer service
requests within the same day in lieu of DISTRICT having access to HAULER's GPS
data.
5.9 Office Hours
Office hours shall be at least 8:00 a.m. to 5:00 p.m., Monday — Friday, excluding
holidays. A responsible and qualified person shall be available by phone, toll-free,
I'll during all regular hours. Services shall be adequate to handle all calls on the busiest
days. A recorder with voice mail message with next business day follow up shall be
available for afterhours calls, with the ability for DISTRICT personnel to contact
HAULER's Operations Manager after hours by cell phone or other device that will
achieve contact after hours.
5.10 Information Cards
HAULER shall review the existing "Green Card" (the card left at a residence to explain
violations of the program) and suggest revisions thereto. The revisions shall include
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producing a two part form that allows HAULER to track violations and keep records
thereof on an individual parcel basis as is currently done for other agencies serviced by
HAULER. HAULER shall produce said Green Cards at no cost to DISTRICT.
5.11 Driver Conduct/Uniforms
HAULER agrees that drivers will be properly outfitted with uniforms and name
identification thereon, will be courteous and accommodating to residents of the
DISTRICT, will not scavenge through trash left at the curb, and will not solicit or accept
gratuities for performing services. HAULER will provide its employee handbook to
DISTRICT staff to demonstrate that these points are covered with the drivers.
5.12 Employment/ Non-Discrimination
No regular employee of DISTRICT will be employed by HAULER while this Agreement
is in effect. In performing this Agreement, HAULER will not engage in, nor permit its
agent to engage in, discrimination in employment of persons because of their race,
religion, color, national origin, ancestry, physical handicap, medical condition, marital
status, sex, or sexual orientation, except as permitted pursuant to Section 12940 of the
Government Code. Violation of this provision may result in the imposition of penalties
referred to in Labor Code Section 1735.
HAULER shall perform the services herein contemplated in compliance with the Federal
and California laws concerning minimum hours and wages (Davis-Bacon Act, 40 U.S.C.
276a, et seq., and California Labor Code, Section 1171, et seq.) Occupational Health
and Safety (29 U.S.C. 651, et seq., and California Labor Code, Sections 6300, et seq.),
Fair Employment Practices (29 U.S.C. 201, et seq., and California Government Code,
Section 12900, et seq.,), Workers' Compensation Insurance and Safety in Employment
(Division 4 and 5 of the California Labor Code) and all amendments thereto, and all
similar State of Federal laws to the extent they are applicable; and HAULER shall
indemnify and hold harmless DISTRICT from and against all claims, demands,
payments, suits, actions, proceedings, and judgments of every nature and description,
including attorney fees and costs, presented, brought or recovered against DISTRICT
for or on account of any liability under any of the above-mentioned laws which may be
incurred by reason of any work performed by HAULER under this Agreement.
HAULER is and shall be acting at all times as an independent contractor and not as an
employee of the DISTRICT. HAULER shall secure, at his expense, and be responsible
for any and all payment of income tax, social security, State disability insurance,
unemployment compensation and other payroll deductions for HAULER and its officers,
agents and employees, and all business licenses, if any, that are required in connection
with the services to be performed hereunder.
5.13 Drug-Free Workplace
HAULER shall establish a Drug-Free Awareness Program to inform employees of the
dangers of drug abuse in the workplace, the penalties that may be imposed upon
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employees for drug abuse violations occurring in the workplace, and the employee
assistance programs available to employees. Each employee engaged in the
performance of a DISTRICT contract must be notified of this Drug Free Awareness
Program and must abide by its terms. Failure to establish a program, notify employees
or inform the DISTRICT of a drug-related workplace conviction will constitute a material
breach of contract and cause for immediate termination of this Agreement by
DISTRICT.
5.14 Liaison
DISTRICT and HAULER shall each designate an individual to act as liaison between
DISTRICT and HAULER as the respective agents of each which are named as follows:
DISTRICT HAULER
Scott Carroll, General Manager Dean Ruffridge, Senior Vice President
290 Paularino Ave 11292 Western Avenue
Costa Mesa, CA 92626 Stanton, CA 90680
949-645-8400 714-826-9049
Said designated agents may designate alternates by notifying the other in writing of
such designation.
ARTICLE 6
INSURANCE, BONDS AND INDEMNIFICATIONS
6.1 Indemnification of District
HAULER agrees to indemnify, defend and hold DISTRICT, and its offices, agents and
employees, harmless from any and all liability arising out of HAULER'S performance of
this Agreement or the award thereof to HAULER, or the exclusive nature thereof or the
rates charged, save and except any liability caused by the sole active negligence of
DISTRICT. Upon service of request for preparation of the administrative record or
service of a petition or other pleading to challenge an environmental determination,
HAULER shall defend DISTRICT and its officers, agents, and employees with counsel
reasonably acceptable to DISTRICT, and pay all costs of defense. Said indemnification
shall extend to payment for any penalties for failure to meet state mandated diversion
rates as a result of HAULER'S performance under this Agreement. DISTRICT
recognizes that its indemnifications rights are circumscribed by Public Resources Code
Section 40059.1.
6.2 CERCLA
HAULER agrees that its obligations to indemnify defend and hold DISTRICT and its
officers, agents and employees harmless shall extend to all liability arising from the
Comprehensive Environmental Response, Compensation and Liability Act (CERLA), the
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Resource Conversation and Recovery Act (RCRA), and the Hazardous Waste Control
Act arising out of HAULER'S performance of this Agreement.
6.3 Bond
HAULER shall furnish a Faithful Performance Bond guaranteeing HAULER's
performance of this Agreement in the sum of Fifty Thousand Dollars ($50,000.00)
written by a surety company licensed to do business in the State of California and in a
form approved by the Attorney for DISTRICT.
6.4 Public Liability and Property Damage Insurance
HAULER shall be required to maintain in full force and effect during the term of this
Agreement a public liability policy with a combined single limit of Five Million Dollars
($5,000,000.00) for the benefit of third persons who may be injured or damaged as a
result of any negligent operation of HAULER in the performance of work under this
Agreement, which said policy shall name DISTRICT as an additional insured
thereunder. DISTRICT shall be provided with a current endorsement of such policy
evidencing said coverage in a form approved by DISTRICT.
HAULER further agrees to keep on file with DISTRICT a certificate or certificates of
insurance, duly executed by HAULER's insurance carrier or carriers, which shall serve
as evidence of the continued existence of said insurance policies.
DISTRICT shall not, nor shall any officer of employee thereof, be liable or responsible
for any accident, loss or damage happening or occurring in the HAULER's performance
of work under this Agreement, and HAULER shall indemnify and hold harmless the
DISTRICT and its Board, officers and employees from any and all liability arising
therefrom, including any attorney fees incurred in the defense of any such action.
DISTRICT and HAULER agree that the execution of this Agreement for good and
valuable consideration is not a DISTRICT project as defined by Section 20801, Public
Contracts Code. In the event, however, that any action is instituted raising the question
of said requirements, the indemnity and hold harmless provisions herein include any
attorney fees incurred in the defense of any such action.
6.5 Worker's Compensation Insurance
HAULER shall also maintain in full force and effect during the term of this Agreement a
workers' compensation policy and such other forms of insurance as shall be required by
law, and shall provide a certificate or certificates of insurance. HAULER agrees to
indemnify DISTRICT for any damage resulting to DISTRICT from failure of HAULER or
subcontractor to take out or maintain such insurance.
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ARTICLE 7
DEFAULT AND DAMAGES
7.1 Default
Failure on the part of HAULER to comply with the terms and provisions of this
Agreement shall be grounds for the DISTRICT to terminate the Agreement. In the event
of a breach of contract, or default on the part of HAULER, DISTRICT shall notify
HAULER of its intention to terminate this Agreement. Said notice shall be by certified or
registered mail. Said notice shall be given in writing and mailed to the address of
HAULER on file with the DISTRICT or DISTRICT Manager. Said Agreement shall
thereupon be deemed terminated thirty (30) days thereafter if HAULER has not cured
the breach within said thirty (30) days. In the event of such cancellation, HAULER shall
remain liable for any damage and loss sustained by DISTRICT in the collection of Solid
Waste, including all costs incurred by DISTRICT in the negotiation of a new contract.
In the event of a default as herein described, DISTRICT shall have the authority to take
whatever steps are necessary to ensure the collection of residential Solid Waste
including, but not necessarily limited to, the employment of another contractor or
contractors, employment of its own work force with rental equipment, or by such means
as the DISTRICT, in its sole discretion, may employ for this purpose. In the event of a
default as heretofore set forth, because of work stoppage or for any other reason,
DISTRICT reserves the right to be reimbursed for its expenses incurred in the
maintaining residential Solid Waste services as provided for in this Agreement, and in
the event after demand HAULER fails to reimburse DISTRICT, DISTRICT reserves the
right to call upon HAULER's performance bond for said reimbursement. DISTRICT
agrees to first make demands upon HAULER for said reimbursement prior to applying
to HAULER's surety for this purpose.
Additionally, in the event of a strike or non-performance of this Agreement, DISTRICT
shall have the right to use HAULER's equipment at no cost to the DISTRICT.
The waiver of any breach of the terms of this Agreement shall not be deemed a waiver
of any recurrence of the same or any other subsequent breach of said Agreement.
7.2 Franchise Alternative
It is further understood and agreed by and between the parties hereto that certain
legislative and Constitutional tax limitations may render DISTRICT unable to meet its
financial obligation with HAULER. In such event and upon notice duly given by
DISTRICT to HAULER in writing, this Agreement shall be deemed null, void and of no
further force or effect. In such event DISTRICT shall be obligated to pay HAULER
through and including the last week of Solid Waste collection immediately preceding
such termination date and DISTRICT shall not be obligated to make any payment to
HAULER beyond said termination date.
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In the event of such termination, HAULER may apply to DISTRICT for a franchise for
the collection of residential refuse within the DISTRICT and may be granted a franchise
under terms and conditions as determined by the Board of Directors of DISTRICT at the
time said franchise is granted. Any franchise granted shall comply with the California
Integrated Waste Management Act of 1989 as amended (heretofore cited) and shall
meet all lawful franchising requirements of the City of Costa Mesa.
Said franchise shall, among other things, provide that HAULER shall be fully
responsible for collection of fees from individual residences serviced and shall establish
a system of invoicing and charges for said services. Said franchise shall also include,
among other things, the right of DISTRICT to determine whether or not HAULER's
charges are excessive and to require adjustments in said charges to ensure reasonable
profit to HAULER and to ensure a fair and equitable charge to residences being served.
ARTICLE 8
COLLECTION SCHEDULE
8.1 Frequency of Collection
HAULER shall collect all Solid Waste from its respective residential areas once a week.
Residential Area is defined generally as any area located within the DISTRICT zoned
for residential or agricultural use by the government body having jurisdiction over such
area and used for residential purposes.
8.2 Schedule of Collections
8.2.1 Initial Schedules
Beginning with the date hereof, the existing routes, schedules and time for the collection
of Solid Waste shall be maintained and continued by HAULER.
8.2.2 Change of Schedules
From time to time during the period of this Agreement, the Manager of DISTRICT may
change the existing routes and schedules and time of collection and HAULER shall
thereupon maintain such new schedule. The Manager of DISTRICT shall have the right
at all times during the term of this Agreement to require HAULER to maintain routes,
schedules and times for collection of Solid Waste as required by said Manager.
All notices required to be given pursuant to this Agreement shall be given by HAULER
at its own expense.
8.3 Days/Hours of Collection
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The DISTRICT Manager shall have the right to direct HAULER to collect Solid Waste at
scheduled hours that said Manager finds would not constitute a nuisance to the
neighborhood. Collection of Solid Waste shall not be made on Sunday. Collection of
Solid Waste shall not be required on the following legal holidays: New Year's Day,
Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas, except in
cases of emergency or as otherwise required by DISTRICT. Whenever a regular
collection falls on such holiday, the collection shall be made on the following working
day, and collections throughout the DISTRICT shall become current within one week
thereafter.
8.4 Disruption of Schedule
8.4.1 Holiday Collection
Collection on holidays not set forth in Section 8.4 must be collected on the regularly
scheduled day unless DISTRICT Manager authorizes otherwise.
8.4.2 Disruption
In the event of a disruption of service in any area due to weather, and act of God, failure
of equipment or otherwise, HAULER shall make such collection within forty-eight (48)
hours. Labor disputes shall not be considered as excuses for nonperformance
hereunder as defined in Section 1511, California Civil Code and HAULER shall provide
for Solid Waste collection service within one week of any disruption due to strike, lock-
out, walk-out, boycott or other labor dispute.
8.4.3 Continuation of Service after Disruption
In no event shall HAULER disturb the remaining schedule for Solid Waste collection or
pickup. On the holiday mentioned, and in the event of a disruption of service by reason
of an act of God, or otherwise, the regular schedule shall be maintained within one
week and the missed pickup shall be made without disturbing in any way the rest of the
regular schedule.
8.4.4 Notice of Labor Disputes
HAULER shall forthwith advise DISTRICT in writing at the time any formal Labor
Negotiations are undertaken between HAULER and its employees relating to wages
and benefits and HAULER shall be obligated to report the status of said Labor
Negotiations from time to time in a frequency established by DISTRICT, which said
frequency shall not be burdensome upon HAULER but shall be sufficient to advise
DISTRICT of the status of said Labor Negotiations including any pending strike, lock-
out, walk-out, boycott or other labor dispute. HAULER may also be required, at the
option of DISTRICT, to provide DISTRICT in writing with HAULER's plan of procedure
to serve DISTRICT in the event of a disruption of service by labor dispute.
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ARTICLE 9
SPECIAL PROGRAMS
9.1 Special Programs
District shall have the flexibility to add or substitute programs (i.e. telephone books and
alkaline battery collections).
9.1.1 Christmas Tree Collection
DISTRICT conducts an annual Christmas tree recycling program for occupants within
DISTRICT. HAULER agrees that it will, for a period of approximately twelve (12) days,
collecting trees past January 6 of every year, without cost to DISTRICT, so long as the
program is in effect, make a daily pickup of trees placed at curbside and will transport
the trees to the AD Facility for recycling.
9.1.2 Excess Boxes & Household Furnishings
HAULER shall provide up to twelve (12) pick-ups per year of excess boxes or
household furnishings left at a location vacated by a resident. The service shall be
provided at no charge if requested by General Manager of the DISTRICT.
9.1.3 Large Item Pickup
In addition to containerized Solid Waste, at no additional costs, HAULER shall provide
Large Item pickup service to all DISTRICT residential customers subscribing to service.
Each residential customer shall be entitled to three (3) Large Item pickups per calendar
year at no additional charge. Customers may put out up to ten (10) Large Items at each
pickup. HAULER may instruct customers to provide HAULER with a minimum of one
business days' notice for the items which shall be collected on the customer's regular
collection day. The following provisions shall apply to this program:
• No single item that cannot be handled by two workers will be accepted.
• The following items will not be picked up: tires, asphalt, car bodies, chemicals,
hazardous waste, concrete, oil drums, paint cans, building materials or soil.
Large Items means Solid Waste that cannot and/or would not typically be
accommodated within a trash container including specifically: furniture(including chairs,
sofas, mattresses, and rugs); appliances (including refrigerators, ranges, washers,
dryers, water heaters, dishwashers, plumbing, small household appliances and other
similar items, commonly known as white goods); yard debris, Green Waste and small
pieces of wood limited to one cubic yard of contained material; scrap metal including but
not limited to aluminum, iron, stainless steel and copper; and clothing. Large Items do
not include car bodies, tires, construction and demolition debris or items requiring more
than two persons to remove. Other items not specifically included or excluded above will
be collected provided that they are not more than eight feet in length, four feet in width,
or more than 150 pounds. In the event aquestion ever arises as to whether a specific
P
item or category of items meets the definition of Large Items, the DISTRICT shall be
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responsible to determine when said definition shall apply, which determination shall be
final and binding on the Parties.
9.1.4 Alkaline Battery Recycling Program
DISTRICT for approximately eight (8) months each year engages in an alkaline battery
recycling program with a variety of elementary schools within DISTRICT boundaries.
HAULER agrees that it will, for so long as the yearly program exists, provide bins at
school locations selected by DISTRICT for the collection of said batteries. HAULER
further agrees to service said bins they fill and to count and report contents to
DISTRICT. The current battery disposal rate is seventy-six cents per pound ($0.76) and
will remain the same during the length of this Agreement unless HAULER's costs
increase by more than 10% and a proportional increase is then approved by the
BOARD. Specifics about program (i.e. schools participating, length of program) are at
DISTRICT's discretion.
9.1.5 District Wide Household Hazardous Waste Program
HAULER will collect household hazardous waste ("HHW") materials from District
residents on a call in basis. HAULER will schedule a collection appointment with
resident for pickup on the resident's next regularly scheduled refuse collection day.
HAULER will collect resident's HHW from an agreed-upon collection location, away
from curbside. Each residential customer shall be entitled to three (3) HHW pickups per
calendar year at no additional charge. Customers may put out up to twenty-five (25)
gallons or one hundred twenty-five (125) pounds of HHW at each pickup or as County
permit allows.
Materials to be collected under this program include:
• Electronic Waste, including but not limited to televisions, computer-related items,
printers, copiers, cell phones, stereos, speakers, scanners, cables and other
small appliances.
• Universal Waste, including but not limited to household batteries, Fluorescent
tubes and bulbs and other mercury -containing lamps, and neon, high intensity
discharge, metal halide and sodium bulbs, mercury thermostats, electrical
switches, pilot light sensors, mercury gauges, mercury -added novelties, and
emptied aerosol cans.
• Household Hazardous Wastes, including but not limited to:
o Cleaning products including aerosols, bathroom cleaners, chlorine bleach,
solvents, spot removers, oven cleaners, rug and floor cleaners, furniture
polish, drain cleaners, and solvents.
o Automobile maintenance products, including car waxes, starting fluids,
solvent cleaners, antifreeze, repair products, batteries, brake fluid, motor
oil, and gasoline.
o Home improvement products, including oil based stains and paints, liquid
latex paint, caulking, varnish, paint thinners, chemical strippers, blue,
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contact cement, fire extinguishers, flea collars and sprays, insect
repellents, insecticides, kerosene, lighter fluid, and pool chemicals.
o Personal care items including nail polish and remover, and hair color.
o Lawn and garden care, including weed and pest killers, herbicides,
fungicides, and other lawn chemicals.
• Sharps, such as needles and syringes.
HAULER will provide special collection assistance when collecting materials from
seniors and disabled persons. HAULER will use commercially reasonable efforts to
assist the District and the designated Household Hazardous Waste operator in
obtaining its goal of recycling over 80% of the material collected under this Section 9.1.5
and provide monthly reports to the DISTRICT of activities including quantities collected
and participant counts. HAULER will provide documentation of each collection, including
proof of final disposition. HAULER will provide bi- annual comprehensive reports and
analysis of the program.
9.1.6 Annual Compost Event
For no additional compensation, HAULER will conduct a local annual compost give-
away event staffed by HAULER employees, whereby HAULER provides free compost
to District residents. Residents will be allowed to receive two (2) approximately thirty
(30) pound bags of mulch per person. Event dates shall be mutually agreed to by
DISTRICT and HAULER.
9.1.7 Roll-out Service for Seniors/ADA Residents
For no additional compensation, HAULER shall provide disabled residents with
container roll-out service to those who request it. Hauler will remove Solid Waste
containers from resident's storage area for collection and return emptied containers to
resident's storage area after collection, ensuring all doors or gates are closed securely.
In order to qualify as disabled under this section, residents must provide HAULER with
written documentation from a medical doctor. If there is a dispute as to whether a
resident is entitled to this service, the General Manager of the DISTRICT shall make the
final determination.
9.1.8 Valet Service
For residents who do not qualify for the District's free ADA roll-out service and cannot
provide a physician's note, who wish to have their carts rolled-out and serviced may
request valet service directly with HAULER. Hauler will remove Solid Waste containers
from resident's storage area for collection and return emptied containers to resident's
storage area after collection, ensuring all doors or gates are closed securely. The fee
will be of forty dollars ($40) a month to service up to three carts on their trash days.
Billing for valet service shall be by HAULER or independent bonded billing service, with
all proceeds thereof shall be the property of HAULER.
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9.2 Education Programs
HAULER shall participate in AB 939 programs by taking the following actions:
A. Providing tours of HAULER's facilities each year
B. Conducting one seminar per year
C. Preparing and mailing one brochure to each resident every two years if
requested by DISTRICT and if DISTRICT provides mailing addresses. HAULER
to provide postage. Said brochure shall be prepared and mailed within six
months of request by DISTRICT. Brochure will be in a bilingual format.
D. HAULER shall provide an education program at its cost with components
designed to inform current and future residents of the details of the semi-mixed
automated program including the procedure for using automated containers and
a list of the special recycling programs currently available to residents. HAULER
shall distribute the flyer to every residence served at least once every two (2)
years.
E. HAULER will pay DISTRICT Thirty Thousand Dollars ($30,000.00) the first year
of this Agreement and Thirty-Five Thousand Dollars ($35,000.00) every year
thereafter, to be increased or decreased yearly on July 1 according to the
percentage change in the CPI for All Urban Consumers in the Los Angeles Area,
not seasonally adjusted (CPI-U) — Los Angeles — Long Beach- Anaheim for the
twelve (12) month period ending the February immediately prior to the applicable
adjustment date, for various programs including public education, anti-
scavenging, hiring a consultant to evaluate CR&R's performance, and a donation
for the Alkaline Battery Recycling Program.
F. Hauler shall provide static displays of baled recyclables (plastic, aluminum,
paper, cardboard) at one community event a year.
G. All said money shall be paid or expended by HAULER by July 31 of each fiscal
year.
9.3 Community Outreach Programs
HAULER acknowledges that education and public awareness are critical and essential
elements of any efforts to achieve diversion goals and foster a more environmentally
sustainable community. HAULER agrees to the following programs:
A. HAULER's Sustainability Coordinator will dedicate approximately 20 hours a
week promoting Solid Waste diversion programs in CMSD.
B. HAULER will be involved in DISTRICT-requested community events to promote
and explain recycling and other diversion techniques (i.e. Costa Mesa Run, Eco
Night at Davis Magnet, Truck Adventures for Kids).
C. HAULER will be available to participate in school assemblies and demonstrations
to promote sustainability. Presentation topics can range from trash/recycle
lifecycle to environmental sustainability in general.
D. Articles will be written for use in the DISTRICT's newsletters on topics which
promote and explain DISTRICT programs, teach proper HHW disposal, and
otherwise encourage sustainable activities.
24
E. HAULER will provide trash receptacles for various community events at
DISTRICT's request.
F. Cart-to-Cart Outreach Program
a. Program will consist of canvassing neighborhoods, checking
organics cart contents, and leaving a DISTRICT-approved hangtag
on the cart. Those same neighborhoods and carts will then be
revisited at a later time to observe any changes in behavior.
b. The DISTRICT might also pursue highlighting "star" residents who
are doing an excellent job of source separating in the quarterly
newsletter to encourage neighborhood participation
9.4 Tours of the site
HAULER will arrange tours of the recycling plant whenever requested by Board
members or staff of the DISTRICT.
ARTICLE 10
MISCELLANEOUS
10.1 Non-Assignability
This Agreement may not be assigned without the prior consent of DISTRICT. For
purposes of this paragraph a transfer of 40% of the stock of the HAULER Corporation to
a third party will be considered an assignment.
10.2 Venue
This Agreement shall be interpreted and enforced in accordance with the laws of the
State of California. Any suit to enforce its provisions shall be filed and prosecuted in the
Orange County Superior Court or if a federal action, in the Central District of California.
10.3 Compliance with all Laws
HAULER shall abide by all the rules, laws and regulations of DISTRICT, the City of
Costa Mesa, County of Orange, State of California and all other governmental agencies
having jurisdiction.
10.4 License and Permits
HAULER agrees to maintain during the life of this Agreement all licenses and permits
required by any governmental agency. HAULER further agrees to comply with such
rules and regulations of the City of Costa Mesa adopted by ordinance or resolution
relating to City's requirements under the California Integrated Waste Management Act
of 1989 (Public Resources Code Sections 4000 et seq.) and to promptly rectify any
default, which may occur.
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10.5 Severability
If any portion of this Agreement shall continue to be ground by a court of competent
jurisdiction, the balance of said Agreement shall continue to be binding on the parties
hereto.
10.6 Integration
This Agreement constitutes the sole and exclusive Agreement between the parties and
the intent is to supersede all previous agreements unless a contrary intention is
specified or the agreement is peripheral to and not directly related to the subject matter
of this agreement. This agreement cannot be amended, changed or otherwise modified
except in writing signed by both HAULER and DISTRICT.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed this day and year first above written.
COSTA MESA SANITARY DISTRICT CR&R INCORPORATED
Michael Scheafer, Presi►ent Dean Ruffrid e, Seni
9 r ice President
II
Al IA/Alt 4 .1.:.
Arlene Schafer, ecret.:ry
ATTEST:
, i
4
District ler ,
APPROVED AS TO FORM:
dt.... , cviA,...,.7
District Counsel
26
it
EXHIBIT A
COSTS FOR SERVICES FROM HAULER TO DISTRICT
On a monthly basis, the CONTRACTOR shall bill the DISTRICT for the following three
(3) items:
1. Hauler Fee. Per Section 3.1.2, this fee includes all costs that the
CONTRACTOR has for collection for mixed waste/organics and all equipment
used including vehicles and carts for all customers. As of the effective date, this
is rate is $9.7954 per month per customer based upon monthly occupancy
counts.
2. Processing Fee. CRT Recycling/Disposal. As of the effective date of this
Agreement, the cost per ton to process mixed solid waste is $51.97 per ton. This
is a net rate to the District and includes any recyclable revenues retained by
CRT.
3. Conversion Technology Fee. Per Section 3.1.4, this rate of $71.50 per ton is
what the CONTRACTOR charges for Organics tonnage delivered to the
Anaerobic Digestion (AD) facility is Perris, Ca. This is measured on gross
tonnage delivered.
"NET TO HAULER" calculation: This is the total compensation paid to the
CONTRACTOR on a monthly basis divided by the total units serviced.
The net to hauler calculation in comparing other jurisdictions does not include the AD
rate per ton. Should the net to hauler exceeds 10% of the Orange County average,
CONTRACTOR shall rebate to the DISTRICT the amount necessary to achieve the ten
percent (10%)threshold.
SII