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Waste Mgmt/Solid Waste 961 July 14, 1996 H/jun20.rd3 AGREEMENT FOR THE COLLECTION, TRANSPORTATION AND DISPOSAL OF MUNICIPAL SOLID WASTE BETWEEN THE CITY OF LA QUINTA li`c WASTE MANAGEMENT OF CALIFORNIA, INC. _ T 1 TERM 1 ARTICLE Ter 1 1 1 m 2 Section WORK ' 3 SCOPE OF •Waste RTICLE II Scope of Work • ' ' Disposal of Solid ction 6 A Section 2.1 TransP°rtation and d Solid Waste Colle Contractor n 2.2 utomate Of Contra Section Citywide A' Obligations Section 2 azardous Waste ti s of Contractor H on g Section 2.4 5 Advisory ObRequirements ' 8 Sectioon Operation al Secti 2.6 ERSONNEL • 9 AND P 9 EQUIPMENe tion vehicles 9 ARTICLE III Refuse Coll lcles Section 3.1 e""Low e ' - sion v eh Section 3 2 Containers 10 Section 3• � Employees • 10 Section .10 SUPERVISION 10 ARTICLE N Authority of City ci al Solid Waste bili 11 Section 4.1 Quantity of Municipal um e ice and Accessi �' 11 Section 4.2 Public/Customer S tion Section 4 Complaints ration and Public Educa 14 Section 4 5 Customer Info 14 Section15 SURANCE lty Insurance ' er's Liability Insurance 15 ARTICLE V General Liab and Employ Section 5.1 Worker's ComPen atiOne of Insurance ' ,16 Sect on 5 3 Notice to Clt}'' Ev 16 S RFpRMANCE BOND • 16 I performance Bond 16 ARTICLF' on 6.1 1'1 Se TS Waste Collection 1 E VII REPpa d Reports, Solid 1 an ARTIC Section 7.1 Records by City ' * ' Records Section 12 n pntenance OfFinancial Section q.3 Audit TRAC�G Section 4 AND SUBCON ASSIGNMENT ABLTICLE VIII Assignment and Subcontracting Section 8.1 July 14,1996 mu,ao xO ARTICLE IX BREACH, DEFAULT AND TERMINATION .................... 21 Section 9.1 Breach, Default and Termination ......................... . .....21 INDEMNITY ...................... 22 ARTICLE X ........................ 22 Section 10.1 Indemnification .................................... .......23 Section 10.2 Hazardous Substances and CERCLA Indemnification .............. Section 10.3 AB 939 Indemnification .................. . .......23 ARTICLE XI COMPLIANCE WITH ALL LAWS " " " " ...... • • • • • • .. • ..... 24 Section 11.1 Compliance with All Laws ................................... 24 ..... ARTICLE XII TAXES............................25 .......................25 Section 12.1 Taxes ........................................... EXCLUSIVE RIGHTS ...... • • • • " " 25 ARTICLE XIII """""""'� 25 Section 13.1 Grant of Franchise ............................. • • • • ,••,.•..25 Section 13.2 Scope of Franchise; Exclusiveness ............................. 26 ARTICLE XIV RATES .............................. Section 14.1 Maximum Rates to be Charged .............................. ..26 ARTICLE XV REVIEW OF RATES ...................... ................. 26 26 Section 15.1 CPI Based Change .................................. ....... 27 Section 15.2 Disposal Charge Reconciliation .......................... 28 Section 15.3 Extraordinary Cost Based Change ............ • • • • • • • ' ' ' ' • • • • ' ' 29 Section 15.4 Supporting Information .... .................... ' • • " 29 Section 15.5 Decision; Effective Date ............................. ......29 Section 15.6 Final Year Payments...................................... 29 Section 15.7 City Right to Set Rates ............................... . . ARTICLE XVI CONTRACTOR PAYMENTS TO CITY ........................ 30 Section 16.1 Franchise Fee Payments ........................ • • • • • ' ' ' 30 Section 16.2 Fees Collected by Contractor on Behalf of City ............. • . FROM CITY FACILITIES AND CITY CLEANUPS .30 ARTICLE XVII COLLECTION 30 Section 17.1 Regular Disposal Service ....................... • • 31 Section 17.2 Semi -Annual City Cleanups ..... • • • • • • • • • • • ' ' ' ' .. ' ' ' ' . . . . . , 31 Section 17.3 Disaster Debris Cleanup Implementation Plan ................. .. • Section 17.4 Illegal Dumping Assistance ................................... 3232 Section 17.5 Special Event Toilet Facilities.................................. July 14, 1996 11 H/jun20.rd3 ARTICLE XVIII HOLIDAYS ............................................... 33 Section 18.1 Holidays .................................................. 33 ARTICLE XIX OBLIGATIONS OF CITY ................................... 33 Section 19.1 Reasonable Cooperation ..................................... 33 Section 19.2 Exclusivity ................................................ 33 ARTICLE XX GENERAL PROVISIONS ................................... 33 Section 20.1 Definitions ................................................ 33 Section 20.2 Right of the City to Make Changes ............................. 36 Section 20.3 Contractor's Status .......................................... 37 Section 20.4 Force Majeure............................................. 37 Section 20.5 Failure to Perform .......................................... 37 Section 20.6 Sale of Recyclables......................................... 38 Section 20.7 Rights, Remedies and Benefits Cumulative ....................... 39 Section 20.8 Waivers .................................................. 39 Section 20.9 Approval by City ........................................... 39 Section 20.10 Notices ................................................... 39 Section 20.11 Arbitration................................................40 Section 20.12 Legal Jurisdiction ........................................... 40 Section 20.13 Paragraph Headings ......................................... 40 Section 20.14 Entire Agreement ........................................... 40 Section 20.15 Subcontracting.....................:.......................40 Section 20.16 Compensation to Contractor .................................. 40 Section 20.17 Fees for Refuse Collection .................................... 41 Section 20.18 Fees for Unusual Conditions .................................. 41 Section 20.19 Change of Ownership ....................................... 41 Section 20.20 Contractor's Employee Relations ............................... 41 Section 20.21 Bankruptcy................................................41 Section 20.22 Invalid Provisions .......................................... 41 Section 20.23 Waiver of Performance ...................................... 42 Section 20.24 Warranty ................................................. 42 Section 20.25 Exhibits..................................................42 Section 20.26 Guaranty by Waste Management, Inc ............................ 42 ARTICLE XXI OTHER OPERATIONAL REQUIREMENTS .................... 42 Section 21.1 Rules and Regulations Governing Recyclable Materials ............. 42 Section 21.2 Cooperation with Subsequent Providers ......................... 42 Section 21.3 Indemnification Regarding Lawsuits Challenging This Agreement .... 43 July 14, 1996 H/junNA3 111 Exhibit A REFUSE COLLECTION RATE AND DISPOSAL CHARGE Exhibit B EXTRA HAUL COST TO EDOM HILL July 14, 1996 Wjun20 W 1V THE CITY OF LA QUINTA AGREEMENT FOR THE COLLECTION, TRANSPORTATION AND DISPOSAL OF MUNICIPAL SOLID WASTE THIS AGREEMENT is made and entered into as of theo4J day of 14 1996, by and between the CITY OF LA QUINTA, a municipal corporation (herei after referred to as the "City") and WASTE MANAGEMENT OF CALIFORNIA, INC., a California corporation doing business as Waste Management of the Desert (hereinafter referred to as "Contractor"). ARTICLE I TERM Section 1.1 Term The Term of this Agreement shall commence July 31, 1996 and shall end July 30, 2001, unless earlier terminated as provided herein. ARTICLE II SCOPE OF WORK Section 2.1 Scope of Work The Contractor shall collect, transport and dispose of all Municipal Solid Waste ("MSW") generated at Residential, Commercial, Industrial and Institutional Premises located within and under the jurisdiction of the City. The work to be done by Contractor includes the furnishing of all labor, supervision, equipment, materials, supplies and all other items necessary to perform the services required, including all finances and monies required for performance of the obligations of this Agreement and for financing, working capital and all other operating costs of every kind and description. The enumeration of, and specification of requirements for, particular items of labor or equipment shall not relieve the Contractor of the duty to furnish all others that may be required, whether enumerated or not. The work to be done by Contractor shall be performed in a thorough, workmanlike and efficient manner to the reasonable satisfaction of the City, so that residents, businesses and institutions within the City are provided reliable, courteous and high quality solid waste collection at all times. July 14, 1996 H/jun20.rd3 Section 2.2 Transportation and Disposal of Solid Waste Contractor shall transport and deliver all MSW collected pursuant to this Agreement to the Disposal Site designated by the City. MSW shall become the property of the operator of the Disposal Site (or other designee of the City as the City may determine from time to time) once it is delivered to the Disposal Site. Contractor shall maintain accurate records of the quantities of MSW delivered to the Disposal Site and shall cooperate with the City or its agents in any audits or investigations of such deliveries. Contractor shall cooperate with the operator of the Disposal Site with regard to operations therein, including by way of example, complying with directions from the operator to unload collection vehicles in designated areas, accommodating to maintenance operations and construction of new facilities, cooperating with the operator's Hazardous Waste Exclusion Program, and cooperating with the operator's tonnage tracking system. Unless and until the City designates in writing a different Disposal Site, or approves a written request by Contractor to change the Disposal Site, Contractor shall continue to deliver all MSW to the Coachella Landfill or, if that landfill is temporarily unavailable, to the Edom Hill Landfill. City shall have sole and absolute discretion to grant or deny Contractor's written request for a change of Disposal Site. If Contractor experiences increase operational costs due to increased transportation or operating costs resulting from City's designation of a Disposal Site other than the Edom Hill Landfill, the following procedures shall be followed: Contractor shall submit to City written, detailed documentation describing the reason for said transportation and/or operational cost increases. City may appoint an auditor to review contractor's documentation. The cost of the audit shall initially be paid by City, however, in the event that there is a discrepancy of five (5) percent or greater between the Contractor's operation costs and the City's audit review, then the Contractor shall reimburse to the City any amounts paid for the City's audit. Contractor shall provide any supplemental information requested by City or the auditor. If City determines that the transportation and/or operational cost increases are justified, City shall approve an increase in compensation to Contractor accordingly. If, in the opinion of City, Contractor may experience decreased operational costs such as decreased transportation, operating or variable costs resulting from City's designation of a new Disposal Site, the following procedures shall be followed. City shall provide and discuss with Contractor a written description of the operational and/or capital costs that City believes will decrease as a result of a change in the Disposal Site. Within thirty (30) days, Contractor shall provide City with written documentation describing the projected decreases in operating and capital costs that will result from the change in the Disposal Site. City may appoint an auditor to review Contractor's documentation. The cost of the audit shall initially be paid by City, July 14, 1996 Wjun2OA3 2 however, in the event that there is a discrepancy of five (5) percent or greater between the Contractor's operation costs and the City's audit review, then the Contractor shall reimburse to the City any amounts paid for the City's audit. Contractor shall provide any and all supplemental information requested by City and/or the auditor. Upon the completion of the auditor's review, City will determine, in City's sole discretion, whether transportation, operating and/or capital cost decreases are justified. City may then approve a decrease in compensation to Contractor according to the findings of the City's and/or auditor's review. City and Contractor acknowledge that the County of Riverside plans to close the Coachella Landfill on or about January 31, 1997. At that time, Contractor shall deliver all MSW collected in City to the Edom Hill Landfill. City and Contractor agree to coordinate with the County of Riverside and to keep each other informed concerning the actual date for closure of the Coachella Landfill. Exhibit B shows the cost for delivery of the City's waste to the Edom Hill Landfill. Contractor agrees that no additional compensation is required for utilizing the Edom Hill Landfill as the Disposal Site. The parties further agree that until such time as the actual delivery to Edom Hill begins, an amount equal to the landfill transportation fund amount shown on Exhibit A shall be collected to create a fund for the City to apply to the actual additional costs incurred once the use of Edom Hill begins for the purpose of deferring a rate increase to the maximal extent. In the case of residential tax roll collection retained by City or in the case of commercial or individual billing collected by Contractor and provided to City. Section 2.3 CiW6dde Automated Solid Waste Collection A. Automated Program Startup On or before April 1, 1997, Contractor shall implement a city-wide automated solid waste collection program. Automated solid waste collection services shall be provided to all single family, duplex, and triplex residences in City with the exception of the residences located within gated communities and with the exception of mobile home parks within City. Contractor shall provide residents with a 96 gallon wheeled cart for MSW storage. Contractor shall provide all labor and equipment required to conduct the automated MSW collection program. Contractor shall collect all MSW at curbside unless backyard or side yard service is requested by a resident. In the event backyard or side yard service is requested, Contractor shall charge the rate listed on Exhibit A. The rate and disposal charges set forth in Exhibit A assume a 96 gallon wheeled cart and a 96 gallon green waste wheeled cart. Contractor shall collect all MSW placed for collection by residents in the gated communities and mobile home parks using the manual MSW collection method unless an agreement for automated system has been reached between Contractor and residents. July 14, 1996 Wjun20.rd3 3 B. Public Education Program. All production and distribution costs relating to all public education materials required by this section shall be paid by Contractor. Ninety (90) days prior to commencement of the automated MS W collection program, Contractor shall submit to City, at City's request, a draft public education package which may, at City's request, include the following: 1. draft direct mail brochure; 2. draft brochure to accompany delivery of the wheeled carts to residents; 3. draft public service announcement for the City's cable television channel; 4. draft public service announcement for local radio stations; and 5. draft newspaper ad for placement in the Desert Sun; 6. draft newsletter article; and 7. Hold .two (2) city-wide meetings to inform residents about the automated program. City will provide Contractor with comments on the draft public education package within twenty (20) working days. Contractor shall: 1. Produce and mail the direct mail brochure to City residents three (3) weeks prior to the delivery of the wheeled carts for MSW storage; 2. Produce the second brochure and deliver it to residents with the wheeled carts; 3. Produce the public service announcements for the radio stations and the television station. Contractor shall utilize best efforts to follow up with verbal and written communication to the stations to make sure the public service announcements are run a minimum of ten (10) times in the fourteen (14) days prior to delivery of the wheeled carts and a minimum of ten (10) times after delivery of the wheeled carts is completed; 4. Produce the newspaper ads and submit them to the Desert Sun. Said ads shall run a minimum of two (2) times during the fourteen (14) day period prior to the distribution of the wheeled carts and a minimum of two (2) times after the distribution of the wheeled carts to residents. Said ads shall be a minimum of one sixteenth (1 / 16th) of a newspaper page in size; July 14, 1996 H/jun20.rd3 4 5. Hold two City-wide meetings thirty (30) days prior to distribution of the wheeled carts to residents; and 6. Finalize the newsletter article and provide a camera-ready copy to City by the newsletter deadline as specified. C. Cost and Operational Statistics. Contractor shall record the cost, productivity, tons collected, person hours, number of stops, number of participating homes, number of routes and all other data on the automated MSW collection programs requested by City. Contractor shall record said data in a format required by City and shall submit said data to City by the tenth (IOth) day of each quarter beginning in March 1997. Upon City's request, Contractor shall provide more frequent reports if needed. City reserves the right to request any and all additional information from Contractor needed by City, its auditors and consultants, to evaluate the productivity and cost of the automated MSW collection program and to report data to state and federal agencies as required by law. City may, in its sole discretion, conduct efficiency and/or time and motion field studies of the automated MSW collection program at any time and for any duration during the term of this Agreement. City reserves the right to request data more frequently than quarterly should City desire to do so. D. Replacement of Lost Damaged or Stolen Carts. Contractor shall, at its sole expense, provide residents who report damaged wheeled carts with a replacement cart within seventy-two (72) hours of the resident's request. Contractor shall also provide wheeled carts to all new residents that move into City or change residences within City. Contractor shall, at its sole expense, provide residents who report lost or stolen wheeled carts with a replacement cart of the size requested by the resident (either 64 or 96 gallons) within seventy-two (72) hours of the resident's request. If a resident reports more than two (2) lost or stolen wheeled carts from the same address during the term of this Agreement, Contractor shall provide the first two (2) replacement carts at no charge to City or the resident. After the first two (2) replacement carts are provided, Contractor may charge the resident to replace lost or stolen carts a third or subsequent time. Contractor shall maintain complete and accurate records of all wheeled carts delivered to new residents and to residents reporting lost, stolen or damaged carts and shall submit a report to City by the tenth (10) day of each month, beginning in March, 1997, listing the number of crates so provided. E. Automated Collection Vehicles. Contractor shall utilize the front loader refuse collection vehicles fitted with a collection bin and a mechanical arm on the front of the truck or equivalent equipment as approved by the City Manager or designee for the automated MSW collection program. Contractor shall operate said trucks in a safe and efficient manner so as to minimize the blowing or spilling of MSW during the collection process. If MSW is spilled or July 14, 1996 5 Wjun20.rd3 blown by the wind, Contractor shall make all reasonable efforts to clean up and collect all spilled and blown MSW. F. Billing of Residential Customers Contractor shall bill residential customers via the tax rolls as described in Section 14.1. for residential customers receiving automated MSW collection service. According to the tax roll billing schedule established by the County and City, Contractor shall provide to City and the County of Riverside updated residential tax roll billing data in a timely manner such that the new billing information can be put on the tax rolls for the upcoming year. It is anticipated that this information will be needed by August of 1996 and thereafter by July 30 of each of the following years. However, Contractor agrees to accommodate all requests from City with regard to the schedule for submitting said tax roll billing information. In no event shall Contractor double bill any resident for MSW collection service: If a double billing occurs, Contractor shall immediately upon notification by City, the resident, homeowner's association, the County of Riverside or any other person or entity, issue a refund directly to the customer who was double billed along with a letter of apology. If a double billing has occurred for a period exceeding six (6) months, Contractor shall include in said refund the amount that was double billed plus interest on said amount at the prime interest rate published in the Wall Street Journal during the month in which the rebate is made, plus one percent (1M). Contractor shall conduct route audits and internal audits of customer billing, records on at least an annual basis in order to prevent and detect any double billing of customers. Section 2.4 Hazardous Waste Obligations of Contractor A. General In the event the City decides to undertake provision of household hazardous waste collection events by itself or as part of a multi -city effort, Contractor shall, at the City's request, act as an agent for City, and shall arrange for the collection of household hazardous waste. In such an event, Contractor's compensation shall be increased in accordance with Section 20.2 of this Agreement. Acting as City's agent, Contractor may be asked to obtain cost estimates or quotes for providing household hazardous waste collection or "round up" events at no additional cost to City. In the event that City directs Contractor to obtain such cost quotes or estimates, City reserves the right to unilaterally reject the quote or estimate, the right not to hold the event, and the right to retain another service provider to perform the household hazardous waste collection or round up services. City further reserves the right not to invoke the provisions of this section and to obtain household hazardous waste collection services in another manner and from another service provider. July 14, 1996 6 Wjun20.rd3 Section 2.5 Advisory Obligations of Contractor Contractor shall provide, at no cost, supportive services to City and to Residential, Commercial, Industrial and Institutional Premises occupied by Waste Generators and potential Waste Generators or their agents by providing the following: A. General consulting services on integrated waste management issues and concerns. Examples are, but not by way of limitation, preparing a position paper on a MSW issue, providing a legal opinion or policy recommendation on a focused concern or reviewing and commenting on proposed legislation or state regulations and their impact on La Quinta. B. Technical assistance services, such as the review of site plans, detailed drawings of enclosures for MSW containers and estimated volume and characterization of waste expected to be generated on a case -by -case basis, as may be required by the Municipal Code or conditions of approval for issuance for a development plan or building permit. Field trips to review subject property may be required to fulfill Contractor's obligation. C. Attendance of qualified knowledgeable employees at meetings of the City Council, City Planning Commission, City staff, the Association of Governments, the Local Task Force, etc. Such attendance shall be coordinated by both parties to this Agreement. Section 2.6 Operational Requirements A. Commercial 1. Collection during winter months shall be between 6:00 a.m. and 6:00 p.m. 2. Collection during summer months shall be between 6:00 a.m. and 6:00 p.m. 1. Collection during winter months shall be between 6:30 a.m. and 6:00 p.m. 2. Collection during summer months shall be between 6:30 a.m. and 6:00 p.m. C. Refuse shall be collected from containers at the location of all residences and dwellings, whether a single family or multiple dwelling unit, not less than once per week. D. Refuse shall be collected at all places of business as often as shall be necessary to maintain a sanitary condition and provide reasonable convenience to such business establishments. July 14, 1996 7 Wjjun2OA3 F. Business establishments and apartment units of four (4) or more shall use containers specified by the Contractor which shall be sized to contain all refuse accumulation of the business for four (4) days or other period as determined applicable by the Contractor. The service level, bins required or frequency of pick-up shall be determined by Contractor and customer. G. Containers moved by the Contractor for his convenience, shall be returned to their original location by Contractor within a reasonable time. ARTICLE III EQUIPMENT AND PERSONNEL Section 3.1 Refuse Collection Vehicles Contractor shall furnish sufficient vehicles to maintain a regular schedule of collection. All equipment shall comply with each and all of the applicable provisions of the laws of the State of California and all ordinances, rules and regulations of the City having reference to such matters, features or services. All equipment used within the City shall be maintained in a satisfactory and proper mechanical condition and shall be neat and clean in appearance. Trucks shall be loaded and operated in such a manner that no MSW shall be spilled in streets or alleys. Should any MSW be spilled on any street, alley or elsewhere, it shall immediately be cleaned up. A broom and shovel shall be carried on each truck at all times for this purpose. If not so cleaned up by the Contractor, the City may clean up same and in such event Contractor shall pay upon demand one hundred fifty percent (150%) of the costs thereof. All collection vehicles will be painted uniformly. The Contractor's name and telephone number shall be shown on each side of each truck in letters at least three (3) inches high. All vehicles and equipment used in the collection of MSW, if kept within the boundaries of the City, shall at all times when not in use be kept on private property of appropriate zone and not on streets or other public ways. Bodies of vehicles shall be metal and shall be so constructed that no MSW shall be spilled from said vehicles on the streets or alleys. Collection vehicles shall be washed thoroughly on the inside weekly and sanitized with a suitable disinfectant at least weekly. In addition, the Contractor shall provide two-way radio communication between the route supervisor and all vehicles. Vehicles which are replaced and any new vehicles shall be designed to utilize alternative -fuel or energy sources to minimize environmental pollution. July 14, 1996 8 H/jun20.rd3 Section 3.2 Low Emission Vehicles Contractor will have five (5) CNG powered vehicles in its fleet by early 1997. Contractor is now securing bids for the repowering of an additional nine (9) trucks in its existing fleet and expect those vehicles to be in service by mid-1997 with an on -site fueling station at Contractor's Palm Desert yard. In addition, Contractor's long term plan includes the exploration of additional methods of securing additional CNG vehicles, including grants and public/private partnerships which may offer favorable financing options. Contractor also plan to purchase CNG trucks on a replacement basis until the entire fleet of about seventy (70) vehicles is converted. Contractor currently uses the one CNG truck in La Quinta one day per week and vehicles added to the fleet will be used in La Quinta for a proportional share of the time. After Contractor has converted its fleet to nine (9) vehicles, five (5) shall be used at the City. Section 3.3 Containers Contractor shall furnish, in accordance with the rates set forth on Exhibit A, all containers needed for MSW generated at Commercial, Industrial, Institutional and Multi -Family Residential Premises. Containers shall include two, three, four and six cubic yard bins with lids and 20, 30, 40 and 50 cubic yard roll -off boxes. The type, size and number of containers furnished to individual Waste Generators shall be those determined to best meet the needs of the Waste Generator and shall be sufficient to contain, with the lid closed, all MSW generated between collections. Containers shall be metal and leak proof. Bins (2 through 6 cubic yards capacity) furnished by Contractor shall be constructed with plastic lids that are in good repair and capable of being closed, with all hinges attached and operable. Containers shall be painted and repainted as required to maintain the attractive appearance of the community. Containers that have been painted or marked with graffiti shall be repainted or removed from the Premises by Contractor within twenty-four (24) hours of notification by the Waste Generator or City. At the same time as such containers are removed, they shall be replaced by like -sized containers without evidence of graffiti at no charge to, the Waste Generator. Contractor shall clean and maintain all containers furnished by it in a safe and sanitary condition and whenever the City determines that cleaning is required to abate a health concern or nuisance condition. Section 3.4 Employees Contractor shall furnish such competent and qualified drivers, mechanical, supervisory, clerical or other personnel as may be necessary to provide the services required by this July 14, 1996 9 tVjun20.rd3 Agreement in a safe and efficient manner and to serve the public in a courteous, helpful and impartial manner. All of Contractor's employees, while collecting refuse, shall be required to wear a uniform type of clothing approved by the City. Said uniform shall look freshly cleaned and pressed. Each employee shall at all times carry a valid operator's license for the type of vehicle he or she is driving. Each employee shall, at all times he/she is on duty, carry employment identification which shall be presented to City staff, customers, security guards and law enforcement officers upon request. ARTICLE IV SUPERVISION Section 4.1 Authority of City The City or the City's agent shall have the right, but not the duty, to inspect at any reasonable time the Contractor's operations, equipment and performance of the services required by this Agreement to determine whether the Contractor is performing in compliance with the Agreement, the laws of the State of California, City ordinances, and the laws and regulations of any other governmental agency. Contractor shall fully cooperate with the City in such inspections. Section 4.2 Quantity of Municipal Solid Waste In the event of a dispute between the Contractor and a business or other non-residential Waste Generator as to the quantity of MSW that such Person has placed for collection, the City shall investigate and make a determination and such determination shall be binding. Section 4.3 Public/Customer Service and Accessibility A. Office: Contractor shall maintain a business office within a ten (10) mile distance from the intersection of Washington & Highway I I I for purposes of carrying out its obligations under this Agreement. B. Office Hours: Contractor's office shall be open to the public from 8 a.m. to 5 p.m. Monday through Friday, except for holidays. C. Availability of Local Representative: A knowledgeable representative of the Contractor shall be available during office hours to communicate with the City and members of the public in person and by telephone. July 14, 1996 10 Wjun20.rd3 D. Telephone: Contractor shall maintain a telephone system in operation at its office during business hours. Contractor shall arrange for its telephone number to be listed in all telephone directories generally distributed in the City and on all of Contractor's bills and invoices. The telephone shall be on a toll -free exchange for all residents of the City. Section 4.4 Complaints Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all Waste Generator complaints relevant to service and billing. Complaints shall be investigated within twenty-four (24) hours and appropriate action taken. Contractor shall record in a separate log, the form of which is approved by the City, all complaints, noting the name and address of the complainant, the date and nature of the complaint and the date and nature of resolution. The complaint log shall be available for inspection by the City during normal business hours. In addition, Contractor shall submit, by the 15th day of each month, a copy of the complaint log for the preceding month. Section 4.5 Customer Information and Public Education A. Coordination with City. Prior to January 30 of each year of the Term, Contractor and City shall agree on a Customer Information Plan (the "Plan") and budget for each year of operation. The Plan shall include all of the types of materials and information and the time and manner of dissemination for all of the information required pursuant to this Section 4.5. B. Customer Information Packet. The Plan shall include a professionally designed and prepared information handout. The pamphlet shall describe collection services available, guidelines on acceptable materials for MSW disposal and any special preparation, list holidays and how the collection schedule is modified, and prominently display telephone numbers to call for information or register a complaint. Special topics shall include holiday greenery collection, telephone book recycling, used motor oil collection and hazardous waste collection. The language of the pamphlet should focus on various age groups and businesses found in the community and should include information relating to persons in the City for limited periods such as weekends or winter season. Graphics selected for the pamphlet shall be well -designed and tasteful. City's recycling logo shall be included as a graphic element of the pamphlet. Final printing of pamphlet shall be done using paper with a minimum of fifty percent (50%) post -consumer content. The City shall provide Contractor with comments and edits on the draft pamphlet. Once finalized and printed for distribution, Contractor shall distribute, by a method approved in the Plan, the pamphlet to each Residential, Commercial, Industrial and Institutional Premises in the City according to the schedule in the Plan. The Contractor shall mail (first-class) a pamphlet to the holder of each new account, including residential, commercial, industrial and institutional, commencing MSW collection service during the Term. July 14, 1996 11 fVjun20.rd3 C. Public Education Booklet The Plan shall include the development, preparation and distribution of a professionally designed informational booklet, suitable for use by the general public, on MSW management topics and issues, including, but not limited to, general comments on the status of MSW in the Coachella Valley, alternatives such as waste prevention, recycling, composting, landfilling, hazardous waste disposal and new technologies, as well as a general discussion on costs of MSW collection, transportation and disposal (e.g., explanation of what the consumer pays for). City's recycling logo shall be included as a graphic element of the booklet. Final printing of the booklet shall be done using paper with a minimum of fifty percent (50%) post - consumer content. City shall provide Contractor with comments and edits on draft booklet. D. Consumer Information and Public Education Activities and Miscellaneous Products 1. Meetings Presentations, Seminars, Workshops. Etc. Contractor shall ensure the attendance of appropriate employees of Contractor, on an as -needed basis, at meetings, presentations, seminars, workshops, etc. Said employees shall be knowledgeable representatives of Contractor. Such meetings or presentations include those to homeowners' associations, business groups, public or private schools and the like. 2. Special Events and Festivities. Contractor shall participate in community - sponsored events and festivities as deemed appropriate by City and Contractor. Such events include concerts, public building dedications and the like. Contractor may be a service provider and/or an active participant in the event by hosting a table and providing informational and educational materials. 3. Public Education Articles. City and Contractor shall agree in the Plan on the timing, number and format for public education articles. On possibility would be to require on the first day of each quarter Contractor shall submit a double-spaced typed article to the City to be considered for inclusion in City's newsletter. Length should not exceed two hundred (200) words; article shall be accompanied with a suitable three inch by five inch (3" x 5") black and white photograph. Forty-five (45) days prior to due date, Contractor shall contact City with a suggested topic for article. Final subject matter, editing and/or inclusion of article shall be subject to the sole and absolute discretion of the City. The intent of this section is to provide a public education service to the community. 4. Informational Flyers. Pursuant to the Plan, Contractor shall provide and mail informational flyers to be sent to each Resident concerning any topics designated according to the Plan. July 14, 1996 12 H/jun2OA3 5. Community Resource. Contractor may, from time -to -time, be contacted by Waste Generators or members of the general public with requests for information or assistance. Contractor shall treat such requests with courtesy, responding as fully and completely as possible, including following up by mailing, first class postage, written materials. 6. Press Releases. Pursuant to the Plan, or in the event of an emergency or nonscheduled event, Contractor and City shall coordinate any Press Releases and public service announcements. 7. Riverside County or Other Public Agency "ABOP" Disposal Centers. Pursuant to the Plan, Contractor shall publicize each public disposal center for antifreeze, batteries, motor oil and latex/water-based paint in the Coachella Valley through various techniques, which may include but not be limited to: a. Insert stuffed in envelope with customer's bill; b. Press releases and public service announcements; C. Submitting article for inclusion in City's newsletter; d. Posting of notices in public areas of Contractor's facilities, such as Recycle America buy-back center; and e. Distribution of informational flyers to general public at appropriate events and through the mail upon request. Pursuant to the Plan, Contractor shall provide City a professionally designed and prepared draft fact sheet on household hazardous waste focusing on identification of common hazardous wastes in the household, how such materials should be stored and proper disposal methods for such wastes. Contractor shall rely upon local experience and include commonly found household hazardous wastes and the effect of desert climate. Final printing of fact sheet shall be done using paper with a minimum of fifty percent (50%) post -consumer content. City shall provide Contractor with comments and edits on fact sheet. Once finalized, Contractor and City shall mutually agree as to the method of distribution to households and desirable quantity; within thirty (30) days of said agreement, Contractor shall have printed and distributed the fact sheet as agreed. F. Special Events_ Contractor shall cooperate in publicizing regional household hazardous waste July 14, 1996 13 lVjun20.rd3 special events, and otherwise appropriately participating in them through means such as distributing educational materials, sharing in advertising costs, and hosting a table. G. Ci1y's Right to Review and Ap rp ove All informational and educational materials to be distributed to the general public or customers of Contractor, developed pursuant to this Agreement or otherwise, including Notices to Customers, shall be subject to review and approval by City prior to distribution by Contractor. H. Maximum Expenditure on Public Information Materials Contractor shall spend up to an amount of Forty Thousand Dollars ($40,000) on all production and distribution costs relating to this section over the term of this Agreement. After evidence of that expenditure is provided to and approved by City any additional educational requirements as determined by the City (including cost of materials, production and distribution) shall be shared equally between City and Contractor. ARTICLE V. INSURANCE Section 5.1 General Liability Insurance The Contractor shall, at Contractor's sole cost and expense, obtain and maintain in full force and effect for the Term each of the following minimum insurance requirements: A. A comprehensive general liability policy with a minimum limit of not less than five million dollars ($5,000,000) combined single limit for bodily injury and property damage, providing at least all of the following minimum coverages, with any self -insured retention not exceeding one hundred thousand dollars ($100,000) per occurrence: Premises operation; 2. ' Blanket contractual; and 3. Completed operations. B. A comprehensive automobile liability policy with minimum limit of not less than five million dollars ($5,000,000) combined single limit for bodily injury and property damage, providing coverage for at least any and all leased, owned, hired or non -owned vehicles used by the Contractor in fulfilling the terms of this Agreement, with any self -insured retention July 14, 1996 14 Hfjun20.rd3 not exceeding one hundred thousand dollars ($100,000). Any and all mobile equipment which is not covered under this comprehensive automobile policy shall have said coverage provided for under the comprehensive general liability policy. C. Each of the following endorsements shall be made a part of the above required policies as stipulated below: 1. "The City of La Quinta, its employees, officers, agents and contractors are hereby added as additionally insured." 2. "This policy shall be considered primary insurance as respects any other valid and collectable insurance the City of La Quinta may have, and any other insurance the City does possess shall be considered excess insurance only." 3. "The insurance shall act for each insured, and additional insured, as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company." 4. "Thirty (30) days prior written notice shall be given to the City of La Quinta in the event of cancellation, reduction in coverage, or non -renewal of this policy for whatever reason. Such notice shall be sent to: City Manager, City of La Quinta, 78-495 Calle Tampico, La Quinta, California 92253." Section 5.2 Worker's Compensation and Employer's Liability Insurance The Contractor shall, at Contractor's sole cost and expense, obtain and maintain in full force and effect for the Term a Worker's Compensation and Employer's Liability policy written in accordance with the laws of the State of California and providing coverage for any and all employees of Contractor. This policy shall provide for: liability. A. Coverage for worker's compensation (Coverage A). B. Coverage for one hundred thousand dollars ($100,000) employer's C. An excess umbrella liability policy with a minimum of not less than five million dollars ($5,000,000) per occurrence. Section 5.3 Notice to City. Evidence of Insurance Concurrently with executing this Agreement, the Contractor shall furnish the City certificates of each policy of insurance required herein in form and substance satisfactory to the July 14, 1996 15 H/jun2OA3 City. Such certificates shall show the type and amount of coverage, effective dates, and dates of expiration of policies, and shall have all required endorsements attached. Renewal certificates shall be furnished periodically to the City to demonstrate maintenance of the required coverages throughout the Term. Any insurance company providing insurance or any surety providing a bond hereunder shall be an admitted insurer/surety in the State of California with a Best rating of at least "A", Class VIII or larger. No change in these requirements may be made without the prior written approval of the City, which it is under no obligation to provide. If the Contractor fails to maintain any insurance required by this Agreement, the City may procure and maintain, at the Contractor's expense, such insurance as it may deem appropriate. ARTICLE VI PERFORMANCE BOND The Contractor shall, at Contractor's sole cost and expense, concurrently with the execution of this Agreement, provide the City with a performance bond issued by a company and in a form satisfactory to the City, in the amount of one million dollars ($1,000,000). The performance bond shall indemnify the City against any losses or expenses sustained in the event of the default or failure of the Contractor to perform in accordance with the terms of this Agreement. Any surety providing a bond hereunder shall be an admitted surety in the State of California with a Best rating of at least "A", Class VIII or larger, unless a change in these requirements has been approved by the City in advance and in writing pursuant to Section 5.3. ARTICLE VII REPORTS Contractor shall compile, on a daily basis, records of its Solid Waste collection operations covering those aspects of its operations, and in such detail, as the City may prescribe. Such records shall include, but are not limited to: 1. quantities of MSW collected by customer category (e.g., residential, commercial, industrial, institutional, multi -family); July 14, 1996 16 H/jun20.rd3 2. number and categories of accounts served by each route, with each route identified by route number on a map provided to the City; 3. labor allocation information (e.g., amount of time spent in the City by service); 4. production data (e.g., tons of MSW collected per route, per worker hour, per worker day); 5. customer complaints; 6. general information, such as annual tons collected per residential household or per type of business; 7. tons delivered to each designated Disposal Site, per day, per week, per month, per year; and similar information which the City may request in order to evaluate the effectiveness and efficiency of the solid waste collection and disposal program. Contractor shall submit a report, giving the information required by City, in the format and at such time as specified by City, and shall prepare such other expanded or detailed reports utilizing the information it is required to compile, which the City may require from time to time. Section 7.2 Inspection by -City The City or City's agent shall have the right, but not the obligation, to observe and inspect all of the Contractor's operations involved in providing services under this Agreement. In connection therewith, the City shall have the right to enter any of Contractor's facilities, speak to any of Contractor's employees and receive a response to any inquiries directed to such employees, and review and make copies of (at City's expense) all of Contractor's operational and business records related to this Agreement. If City so requests, Contractor shall make specified personnel available to accompany City employees on inspections. Except when in the City's sole determination an emergency exists, any inspection pursuant to this section shall require a minimum of twenty-four (24) hours notice prior to the inspection. Section 7.3 Maintenance of Financial Records A. General: In order to effectuate the periodic reviews of rates contemplated by Sections 15.1 and 15.2 and the occasional reviews of rates under Section 20.2 due to changes directed by the City, which reviews may not coincide with the periodic reviews under Sections 15.1 and 15.2, it is necessary for Contractor to maintain accurate, detailed financial information in a consistent format and to make such information, including the assumptions and methodology such information is based on, available to the City in a timely fashion. It is also necessary, in July 14, 1996 H/jun20.rd3 17 order to assure the public of the accuracy of the review processes, for the Contractor's financial records to be confirmed by an audit conducted by an independent certified public accountant whose.report thereon is forwarded to the City on a regular basis. This section is intended to effectuate these requirements. B. Contractor's Accounting Records: Contractor shall maintain in its office accurate and complete accounting records containing the underlying financial and operational data relating to, and the basis for computation of, all costs associated with providing service under this Agreement. The accounting records shall be prepared on an accrual basis, in accordance with Generally Accepted Accounting Principles consistently applied. The operating year for both accounting and all other record keeping purposes shall be the calendar year commencing January I and ending December 31. C. Inspection of Records: City, and auditors and other agents selected by the City, shall have the right, during regular business hours, to conduct onsite inspections of the records and accounting system of the Contractor and to make copies, at the expense of City, of any documents relevant to this Agreement. D. Retention of Records: The Contractor shall retain all records and data required to be maintained under this Agreement for a period of at least three (3) years following the close of each of Contractor's fiscal years, and for such further time as may be designated by City to enable it to complete any review or audit commenced during such three (3) year period. E. Delivery of Financial Reports to City: The Contractor shall deliver to the City the financial reports, in the format and at the time required by Section 7.03.F. In addition, the Contractor shall provide the City with financial information in such format, and at such times, as the City may reasonably require to monitor the Contractor's financial activities and conduct the rate review processes described in Article XV. F. Delivery of Financial Statements, Other Documents, and Auditor's Report: within ninety (90) days after the close of each calendar year (i.e., March 30) the Contractor shall deliver to the City three (3) copies of its audited financial statements for that year together with such other documents as may be required by the City which shall show in detail the financial condition of the Contractor and the results of its operations under this Agreement. These statements shall have been examined by and shall be accompanied by the report of an independent certified public accountant containing such accountant's representation that it has examined the Contractor's financial statements in accordance with Generally Accepted Auditing Standards and the Rules of the California State Board of Accounting and the accountant's unqualified opinion that such statements have been prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly reflect the results of operations July 14, 1996 18 H/jun20.rd3 and the Contractor's financial condition. The certified public accountant shall be entirely independent of the Contractor and shall have no financial interest whatsoever in the business of the Contractor. At the same time as the foregoing materials are delivered, the Contractor shall also deliver a statement disclosing whether any of the Contractor's subcontractors or suppliers are subsidiaries, or otherwise affiliates, of the Contractor or the Contractor's parent company or companies. The City may prescribe the contents of supplemental schedules to be included with the required financial statements, including but not limited to gross receipts from customers in the City, by category, and Disposal Charge revenue collected from and actually expended as billed by each Disposal Site. G. Affiliated Companies: The Contractor's accounting records shall be maintained on a basis showing the results of the Contractor's operations under this Agreement separately from its operations in other locations, as if the Contractor were an independent entity providing service only to the City. The costs and revenues associated with providing service to the City shall not be combined, consolidated or in any other way incorporated with those of other operations conducted by the Contractor in other locations, or with those of affiliated companies. If the Contractor enters into any contracts. with affiliated companies for the provision of labor, equipment, supplies, services, capital, etc. related to the furnishing of service under this Agreement, that relationship shall be disclosed to the City and in the financial reports submitted to the City. In such event, the City's rights to inspect records, and obtain financial data shall extend to such affiliate or affiliates. If there are any financial transactions independent of contract between the Contractor and an affiliate by means of which funds are transferred between Contractor and such affiliate then in such event the City's rights to inspect records and obtain financial data shall extend to such affiliate or affiliates. H. Provision of Information to Other Cities: City may provide cost and operating data required to be given to the City under this Agreement covering Contractor's services to the City, to other cities in the Coachella Valley. Section 7.4 Audit Contractor and City acknowledge that City has not conducted an audit of Contractor's financial records to determine profitability levels prior to entering into this Agreement . Therefore, City shall have the right, but not the obligation, to perform an audit of Contractor's financial records on an annual basis to determine Contractor's profitability for the preceding July 14, 1996 19 WjunNA3 calendar year. Contractor shall fully cooperate with City and City's consultants, auditors, staff and other designees by providing financial records, documents, audited financial statements, operating records, weight tickets, sales receipts for recyclable materials and all other documentation requested by City. City and Contractor agree that one of the tasks of the City's auditor(s) shall be to determine the profit level (in dollars and percentage of gross revenue) of Contractor in providing services to the City of La Quinta as outlined in this Agreement. The parties agree that in order for the auditors to calculate Contractor's profit level for services provided to La Quinta that all information shall be given to auditors' satisfaction with respect to the division as a whole (the "division" refers to that entity known as "Waste Management of the Desert") to determine that profit levels for operations in La Quinta have been accurately calculated and stated and to verify that the allocation of costs and revenues to La Quinta from the overall division are accurate and fair. This may include review of cost allocations for operations, administration, corporate overhead, equipment, personnel, fixed assets, indebtedness, rent, capital costs and all other variable and fixed operating costs; review of the above -listed costs for reasonableness as it relates to the calculation of profitability; review of costs for conformance with the scope of work in this Agreement and note any out -of -scope costs that have not been authorized by City (if any). City and Contractor agree that in the event the City's auditors finds the profit level for the preceding calendar year is greater than ten percent (10%) pre-tax or greater than six percent (6%) after taxes, City shall be entitled to approve a rate decrease for the following fiscal year equal to the amount of the profit that is over the ten percent (10%) pre-tax or six percent (6%) after tax amount. In the event Contractor has applied for, and City approves, either a CPI -based cost increase as described in Section 15.1 and/or an extraordinary cost based increase as described in Section 15.3, the amount of the profit overage (profit above the ten percent (10%) pre-tax or six percent (6%) after tax profit level) shall be used by City as an offset to the approved rate increase. If the City elects to conduct an audit during the final year of the term, and a profit overage is found to exist for the preceding calendar year, City shall calculate the amount of the profit overage and shall submit a statement to Contractor explaining said calculation. Contractor shall pay to City the amount of the overage within sixty (60) days. ARTICLE VIII ASSIGNMENT AND SUBCONTRACTING Section 8.1 Alignment and Subcontracting The Contractor may not assign its rights nor delegate or otherwise transfer its obligations July 14, 1996 20 Hfjun20.rd3 under this Agreement to any other Person without the prior written consent of the City. Any such assignment made without the City's consent shall be void and the attempted assignment shall constitute a material breach of this Agreement. Notwithstanding the foregoing, the Contractor may assign this Agreement to another California corporation which is also a wholly - owned subsidiary of the Contractor's parent company, Waste Management, Inc., provided that the assignee corporation assumes in writing the Contractor's obligations under this Agreement and has a financial condition at least equal to that of the Contractor. Documentation substantiating the ownership and financial condition must be approved by City prior to the effectiveness of any such transfer. No subcontractor shall be engaged without the prior written approval of the City. In the event the City does authorize the Contractor to engage a subcontractor to perform any of the services herein, the Contractor shall remain directly responsible for the performance of the Agreement. ARTICLE IX BREACH, DEFAULT AND TERMINATION Section 9.1 Breach Default and Termination Breach of any of the terms of this Agreement (or of the Agreement for Collection and Recycling of Recyclable Materials entered into between the parties of even date herewith) shall constitute a default under this Agreement. If the Contractor does not cure the default within ten (10) days after notice thereof has been issued by the City, the City may terminate the Agreement as provided in Section 20.5. Upon termination of this Agreement, the City shall be at liberty to undertake directly the performance of the work or engage other parties to do so. Termination of this Agreement, as herein provided, shall not terminate, suspend or affect the liability of the Contractor or impair any other remedy for breach of this Agreement the City may have. Upon termination of this Agreement, the City shall have the right to acquire the Contractor's trucks and equipment, paying reasonable value therefor. July 14, 1996 21 H/jun20.rd3 ARTICLE X INDEMNITY Section 10.1 Indemnification Contractor shall indemnify, defend with counsel approved by City and hold harmless the City, its officers, employees agents, assigns, and volunteers (collectively, "indemnities"), from and against any and all loss, liability, penalty, fine, forfeiture, claim, demand, action, proceeding or suit, of any and every kind and description, whether judicial, quasi-judicial, legislative or administrative in nature including, but not limited to, injury to and death of any person and damage to property or for contribution or indemnity claimed by third parties (collectively, the "Claims"), arising out of or occasioned in any way by, directly or indirectly, (1) the negligence or willful misconduct of Contractor, its officers, employees, agents, affiliates and/or subcontractors in performing services under this Agreement; (2) the failure of Contractor, its officers, employees, agents, affiliates and/or subcontractors to comply in all respects with the provisions of this Agreement, applicable laws (including, without limitation, the Environmental Laws) and regulations, and/or applicable permits and licenses; and/or (3) the acts of Contractor, its officers, employees, agents, affiliates and/or subcontractors in performing services under this Agreement for which strict liability is imposed by law (including, without limitation, the Environmental Laws). The foregoing indemnity shall apply regardless of whether such loss, liability, penalty, forfeiture, claim, demand, action, proceeding, suit, injury, death or damage is also caused in part by the negligence of others, including that of any of the indemnities; provided, however, that this indemnity does not extend to Claims to the extent that they are caused solely by the active negligence of the City, its officers, employees or agents, or that they are caused by the intentional misconduct of or breach of contract by the City, its officers, employees or agents. Upon the occurrence of any Claim, Contractor, at Contractor's sole cost and expense, shall defend, with counsel approved by City, the City, its officers, employees, agents, assigns, and volunteers provided, however, that in the event the named parties to any such Claim (including any impleaded parties) include both the Contractor and the City, and if the City has one or more legal defenses available to it which are in direct conflict with the best interests of the Contractor and which therefor preclude the same counsel from representing the City and Contractor jointly, then the City shall have the right to select separate counsel, with the consent of Contractor which will not be withheld unreasonably, at the sole cost and expense of Contractor to pursue such legal defenses and to otherwise participate in the defense of such action on behalf of the City to the extent that joint representation of the City and Contractor is not permissible because of conflicts of interest between the City and Contractor. Contractor's duty to indemnify and defend shall survive the expiration or earlier termination of this Agreement. July 14, 1996 22 Wjun2OA3 Section 10.2 Hazardous Substances and CERCLA Indemnification Contractor shall indemnify, defend with counsel approved by City, protect and hold harmless City, its officers, employees, agents, assigns, volunteers and any successor or successors to City's interest (collectively, "indemnities") from and against all claims, actual 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 or administrative proceedings, interest, fines, charges, penalties, and expenses (including but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid (collectively, "Claims"), incurred or suffered by, or asserted against, City or its officers, employees, agents, or Contractors arising from or attributable to any pickup, repair, cleanup, or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether or not undertaken due to governmental action) concerning any hazardous substances or hazardous wastes including the release of such substances or wastes at any place where Contractor stores or disposes of Municipal Solid Waste pursuant to this Agreement, provided that this indemnity does not extend to Claims to the extent that they are caused solely by the active negligence or willful misconduct or breach of this Agreement by an indemnitee. The indemnity provided in this section shall apply to Claims arising from acts or omissions of Contractor which occur during the Term or which occurred prior to the commencement of the Term but after May 1, 1982, the date Contractor first began collection and disposal of MSW in the City. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, ("CERCLA"), 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364, to insure, protect, hold harmless, and indemnify City from all liability. The indemnity provided in this Section 10.2 is separate from and supplementary to that provided in Section 10.1. Notwithstanding the above, the Contractor shall in no event be obligated to provide more than a maximum amount of One Million Dollars ($1,000,000) pursuant to the terms of this paragraph. Section 10.3 AB 939 Indemnification A. Contractor agrees to defend, with counsel approved by City, indemnify and hold harmless the City against all fines and/or penalties imposed by the California Integrated Waste Management Board ("Board"), if Contractor fails or refuses to provide information relating to its operations which is required under this Agreement and such failure or refusal prevents or delays City from submitting reports required by the Act (AB 939) in a timely manner. B. In addition, Contractor agrees, at its sole cost and expense, to: (1) assist City in responding to inquiries from the Board; July 14, 1996 23 lVjun20.rd3 (2) assist City in preparing for, and participating in, the Board's biannual review of the City's source reduction and recycling element pursuant to Public Resources Code Section 41825; (3) assist City in applying for an extension under Public Resources Code Section 41820, if so directed by City; (4) assist City in any hearing conducted by the Board which may culminate in issuance of a compliance Order held under Public Resources Code Section 41825; (5) defend, with counsel accepted by City, the City against the imposition of administrative civil penalties by the Board pursuant to Public Resources Code Section 41850; (6) indemnify and hold harmless the City against any such penalties which are levied by the Board except if the failure to attain the diversion requirements of the Act is due to (a) reduction or elimination of recycling programs provided for in this Agreement ordered by City under Section 20.02, (b) actions or omissions of a successor contractor so long as City is attaining the diversion requirement during the portion of the calendar year (2000) prior to the expiration of the Term, or (c) City's failure to comply with applicable laws or to implement programs or take other actions reasonably necessary to attain the diversion requirements of the Act, which have been recommended and substantiated by Contractor in writing. ARTICLE XI COMPLIANCE WITH ALL LAWS Section 11.1 Co=liance with All Laws Contractor agrees to conform to and abide by all of the rules, regulations and ordinances of the City, and all laws of the State of California or the federal government, governing the collection and hauling of Recyclable Materials. Contractor shall cooperate with the City to facilitate its compliance with laws dealing with the minimization of waste generation and disposal, including maintenance of records and preparation of reports. Contractor agrees'to conform to and abide by all the valid rules, regulations and ordinances of any governmental entity through which MSW may be hauled governing the collection and hauling of MSW. July 14, 1996 24 1-1/jun20.rd3 ARTICLE XII TAXES Section 12.1 Taxes The Contractor shall pay all federal, state and local taxes, including sales taxes, social security taxes, etc., which may be chargeable against the labor, material, equipment or other items necessary in the performance of this contract. ARTICLE XIII EXCLUSIVE RIGHTS Section 13.1 Grant of Franchise The City grants to the Contractor the exclusive franchise, right and privilege to engage in the business of collecting and transporting MSW generated within the City and to use the City streets for such purposes for the Term, and within the scope, of this Agreement. Section 13.2 ,ape of Franchise' Exclusiveness The franchise granted to the Contractor shall be exclusive except as to the following categories of materials, which may be delivered to and collected and transported by others: 1. lawn clippings, branches, leaves and similar material generated by gardening or landscaping services which are transported by a Person performing such service as an incidental part of such service and not as a hauling business; 2. MSW which is personally transported by the Owner or occupant of the individual Residential Premises at which it is generated to a licensed public solid waste disposal facility; 3. MSW which is collected by City employees from City property and rights of way; 4. Debris caused by an earthquake or other disaster when assistance of other Persons is deemed necessary by the City; 5. Materials which are not MSW (e.g., untreated medical waste). 6. MSW generated by governmental entities which may, by law, make independent arrangements for collection and disposal of solid waste. July 14, 1996 25 WjunNA3 7. Recyclable materials which are governed by separate agreement of even date with this Agreement entitled Agreement for the Collection and Recycling of Recyclable Materials. ARTICLE XIV RATES Section 14.1 Maximum Rates to be Charged The Contractor shall not charge or demand rates for such refuse collection service in excess of those set forth in the current approved rate schedule (Exhibit A). A copy of the then - current rate schedule shall be on file at City Hall and available for inspection by the general public. Any modification of such rates may be initiated by the Contractor or the City and shall be finally approved by the City before being charged. The Contractor shall inform the City, at its request, of the rates charged a particular individual or business. If a particular service is not provided a scheduled rate, the Contractor and customer may negotiate a rate after written notice to, and upon written approval of, the City. ARTICLE XV REVIEW OF RATES Section 15.1 C'PI Based Change Contractor may request in writing a rate increase once a year during the month of March, to reflect ordinary changes in the cost of doing business, as measured by fluctuations of the Consumer Price Index (CPI), published by the U.S. Department of Labor, Bureau of Labor Statistics, for the Los Angeles -Anaheim -Riverside area, subject to City Council approval. Such requests shall be accompanied by a statement from an independent certified public accountant that, based on a review of the Contractor's financial records, the Contractor's cost of providing service under this Agreement has increased at a rate at least equal to the increase in the CPI from January of the previous year to January of the current year. The fees or compensation may be increased in a percentage amount equal to fifty percent (50%) of the net percentage change in said CPI, computed as the difference between the index from January of the previous year to January of the current year. July 14, 1996 26 Wjun20.rd3 Section 15.2 Disposal Charge Reconciliation The costs for processing MSW at a transfer station and/or disposing of MSW at a landfill ("disposal costs) are included in the collection rates set forth in Exhibit A. The portion of the rates attributable to disposal costs is called the Disposal Charge. The amount which Contractor projected to be paid for disposal costs during Fiscal Year 1995-96 was $719,950, based on a Landfill Tipping Fee of $42.35 per Ton and an estimated Tonnage to be disposed of 17,000 tons. The corresponding projections for Fiscal Year 1996-97 are $495,000 base on a Landfill Tipping Fees of $30.00 and an estimated tonnage to be disposed of 16,500 tons. In March of each year commencing March 1997, the Contractor shall submit to City (a) a projection of Disposal Charges for the immediately following fiscal year (i.e., Fiscal Year 1997- 98 in the case of the March 1997 submittal), and (b) a statement of the amount actually paid as Disposal Charges in the immediately preceding fiscal year (i.e., Fiscal Year 1995-96 in the case of the March 1997 submittal). Contractor shall submit any additional documentation, financial records, accounts payable and receivable records, weight tickets and other information requested by City, its agents, auditor, or financial consultants for the purpose of verifying the projected and actual Disposal Charges paid by Contractor for the prior fiscal year. Commencing in March 1997, the difference (whether positive or negative) between the amount projected for Disposal Charges in the prior fiscal year (i.e., Fiscal Year 1995-96 in the case of March 1997 submittal), and the amount actually paid during that same fiscal year shall be taken into account as a separate cost or revenue line item by City in setting collection rates for the following fiscal year. In the final year of the Term, the above -described reconciliation process shall also be done retrospectively. In March 2001, the Contractor will submit a statement of actual disposal costs incurred in Fiscal Year 1999-2000 and to date in Fiscal Year 2000-2001. The difference will be reconciled through an adjustment in rates for the final three months of the Term (i.e., April through June 2001). Each year in the months of February, May, August, and November, Contractor shall conduct a study of a minimum of 500 homes (approximately one (1) residential route) in the Cove area and a minimum of 500 homes in the area north of Highway 111 of the City to determine the pounds of MSW per home that are set out for collection. Each week during the month, Contractor shall calculate the pounds of MSW per household by obtaining the weight of MSW delivered to the Disposal Site from each of the two (2) selected routes and dividing it by the respective actual number of homes from which MSW was collected on that day on each route. Within fifteen (15) days following the end of each study month, Contractor shall submit a letter report to City including all the data collected and the calculations on the average pounds of MSW generated by each home. Each year in the months of February, May, August and November, Contractor shall conduct a study of a minimum of 50 businesses in City to determine the average pounds per July 14, 1996 27 Wjjun20.rd3 cubic yard being collected from businesses. Once every quarter (February, May, August and November), Contractor shall calculate the pounds of MSW per business by obtaining the weight of MSW delivered to the Disposal Site from a selected commercial route serving only La Quinta businesses and dividing that weight by the actual number of businesses from which MSW was collected on that day on that route. Within fifteen (15) days following the end of each study month, Contractor shall submit a letter report to City including all the data collected and the calculations on the average pounds of MSW per cubic yard generated by each business. Notwithstanding the above, if both parties agree to a different method of calculating the disposal charge reconciliation, such different method may be used. For example, due to the fact that the objective of both parties is to utilize a reconciliation method that accurately reconciles projected to actual Disposal Charges so they are a "pass through" cost to Contractor, an alternative approach may include a refinement of the following or similar methodology to be used to reconcile the projected to actual Disposal Charges. After performing the above listed quarterly studies to determine actual average pounds of solid waste generated per household and actual average pounds per cubic yard of solid waste generated by commercial accounts, Contractor shall utilize the quarterly study data to update the route split information to the Riverside County Tonnage Tracking System. Contractor shall continue to provide the City with monthly reports of gross receipts and Disposal Charges for the commercial industrial and non tax roll residential accounts as part of the franchise fee remittance process. The City will have tax roll data to determine the gross receipts received by Contractor for tax roll residential billing. During the reconciliation period in March of each year of the term, Contractor and City will compare the actual tonnage reported by the Riverside County Tonnage Tracking System as received from Contractor from the City of La Quinta and the disposal Charges paid by Contractor thereon, to the actual gross revenue received by Contractor for all accounts (residential, commercial and industrial) for the preceding Fiscal Year. The results of the reconciliation will be used by City insetting collection rates for the following Fiscal Year. Section 15.3 Extraordinary Cost Based Change In lieu of a rate increase request in writing under Section 15.1, the Contractor may request a rate adjustment on the basis of unusual changes or extraordinary increases in direct costs of operation. In such event, the Contractor shall provide a form in direct accordance with Section 15.4, which may be completely tested and audited by the City's accounting personnel, or if the City chooses, by an independent Certified Public Accountant, licensed public accountant or other agent. Any such testing and auditing shall be at the expense of the Contractor and under the sole direction of City. July 14, 1996 28 H/jun20.rd3 Section 15.4 Supporting Information The Contractor shall provide the City, in the event the Contractor requests a rate adjustment on the basis of unusual changes or extraordinary increases or costs of doing business, with a copy of its certified annual financial statements prepared by a Certified Public Accountant or a licensed public accountant, which shall have been prepared in compliance with Rule 58 of the "Rules and Regulations of the State Board of Accountancy," as established by the California Code of Regulations, Title 16, Chapter I. Such Certified Public Accountant or licensed public accountant shall be entirely independent of the Contractor and shall have no financial interest whatsoever in the business of the Contractor. The City may specify the form and detail of the financial statements. The City, or its representative, shall upon request be provided access to Contractor's operating and financial records, including but not limited to (1) general ledger computer printout for the immediately preceding fiscal year, including line -item details on operating income; (2) documents and monthly schedules in support of the audited financial statements of cash receipts and surcharge revenue; (3) management reports showing profit and loss for the service provided to the City under this Agreement and for the Contractor's company -wide operations; and (4) working papers from prior or on -going audits, including those undertaken by Contractor or Contractor's parent company. Section 15.5 Decision; Effective Date The City shall render a written decision on the Contractor's request, either accepting, rejecting, modifying or deferring the same and reciting the basis of its decision. Any rate increases granted by the City Council under the provisions of this section shall take effect beginning July 1 of that year for commercial industrial rates and January 1 of the following year for residential. Section 15.6 Final Year Pam Due to the fact that each year's tax rates which are computed for a calendar year are applied in the tax rolls in a fiscal year, during the final six (6) months of this Agreement Contractor will be entitled to only fifty percent (50%) of the tax role fees collected. Section 15.7 City Right to Set Rates Nothing in this Article 15 shall preclude City from adjusting rates in the years that Contractor does not file a CPI rate increase request for purposes of changing the fees described herein or for any other -purposes. July 14, 1996 Wjun20.rd3 29 ARTICLE XVI CONTRACTOR PAYMENTS TO CITY Section 16.1 Franchise Fee Payments In consideration for, among other things, an exclusive contract, the Contractor shall pay to the City eight percent (8%) of all gross receipts, exclusive of Disposal Charges and fees collected by Contractor pursuant to Section 16.2, received by it under this Agreement. Payment shall be made to the City by the fifteenth (15th) of every month for the preceding month's receipts. In the event of termination, the balance due for the billing period during which the termination occurs, shall be paid within thirty (30) days of the date of termination. For those amounts collected initially by the City, City shall withhold the amounts attributable to AB 939, transfer costs to Edom Hill prior to the actual switch to Edom Hill, the eight percent (8%) franchise payment and any other amounts owed to the City pursuant to this Agreement or any amendment thereto. Section 16.2 Fees Collected by Contractor on Behalf of City From time to time, City may impose certain fees as part of the rates established for refuse collection service to fund recycling, source reduction, household hazardous waste or other similar programs. City may also find it necessary to impose fees as part of the rates established for refuse collection service due to new or existing federal or state laws or regulations. If and when the rate schedule is modified to include such fees, the Contractor shall collect said fees as part of the billing process and shall remit said fees to the City on a quarterly basis by the twentieth (20th) day of January, April, July, and October for the preceding quarter's fees. In the event of termination, the balance due for the quarter during which termination occurs shall be paid within thirty (30) days of the date of termination. Contractor shall submit a report to the City on the fifteenth (15th) day of each month describing the amount of such fees billed and collected during the preceding month. ARTICLE XVII COLLECTION FROM CITY FACILITIES AND CITY CLEANUPS Section 17.1 Regular Disposal Service The Contractor agrees to provide collection services, at no charge to the City, for refuse containers on all City -owned property and at those locations designated by the City at which July 14,1996 30 H/jun20.rd3 City -sponsored events are held. The collections shall be made at a frequency acceptable to the City. The locations at which such collections are to be made include, but are not limited to, the following: City Hall 2. City Corporation Yard 3. Fritz Burns Park 4. Adams Park 5. Sports Complex on Avenue 50 6. Senior Center 7. As additional City facilities are developed or expanded, collection services shall be provided by the Contractor at no charge to the City. Section 17.2 Semi -Annual City Clea=s Twice each year, the City sponsors a City-wide cleanup effort wherein residents may (non-commercial) place out at the curbside unlimited quantities of non -hazardous waste including tree and yard trimmings, cleanout items, household bulky items such as washers, dryers, freezers, refrigerators, furniture or other MSW. The Contractor shall, at no additional charge, provide collection services during such time. The Contractor shall coordinate with the City to publicize the Spring and Fall Cleanup events and shall operate the events in a safe and efficient manner. Section 17.3 Disaster Debris Cleanup Implementation Plan On or before January 1, 1997, the Contractor (with input from City's representative) shall prepare a draft disaster debris cleanup implementation plan. Said plan shall advise the City concerning the procedures to be followed and the prioritization of debris cleanup in the event of an earthquake, flood, or other natural disaster. The plan shall address the following issues: Establish priorities for disaster cleanup at critical facilities. 2. Outline procedures for reimbursement of costs for disaster debris cleanup. July 14, 1996 31 Hfjun20.rd3 3. Describe a plan for radio, cellular telephone, ham radio, and other methods of communication for use immediately after the disaster to coordinate the cleanup. 4. List key Contractor and City contact persons, telephone numbers, and other information necessary for communications after a disaster. 5. Provide maps showing proposed sites for stockpiling disaster debris that cannot immediately be transported to a landfill or to a recycling facility. In preparing the draft plan, the Contractor shall refer to similar plans developed for disaster debris cleanup in other cities, counties, and states. The Contractor shall also obtain information concerning disaster debris cleanup efforts after the recent Los Angeles earthquake and the 1989 San Francisco earthquake. The Contractor shall coordinate development of the disaster debris cleanup plan with Coachella Valley Business Emergency Service Teams so that the plan is consistent with the emergency preparedness plans for the Coachella Valley and with other Coachella Valley cities served by Contractor. The Contractor shall provide the draft disaster debris cleanup plan to the City for review. The Contractor shall discuss the plan with City representatives, and shall incorporate their comments into a final disaster debris cleanup plan. The final plan will be distributed to the appropriate employees of the Contractor and appropriate City employees. Section 17.4 Illegal Dumpiing Assistance Contractor will provide waste bins to be filled by City personnel and will haul debris which has been illegally dumped upon request from authorized City personnel. This service will be provided up to twelve bins per year. Section 17.5 Special Event Toilet Facilities . Contractor will provide up to a maximum of forty (40) portable toilet facilities for special events designated by City over the term of the Agreement subject to Contractor remaining in portable facility business. July 14, 1996 32 Hlun2OA3 ARTICLE XVIII HOLIDAYS Section 18.1 Holidays Whenever a collection day falls on a holiday following a weekend (i.e., three-day weekend), Contractor shall provide an alternative collection day, either the day before or the day after the three-day weekend. If a holiday occurs mid -week, Contractor shall provide an alternate collection day during that week. ARTICLE XIX OBLIGATIONS OF CITY Section 19.1 Reasonable Cooperation The City shall reasonably cooperate with the Contractor as may be required to assist the Contractor in performing the services required under this Agreement. Section 19.2 Exclusivity So long as the Contractor is not in breach of this Agreement, the City will not permit any other Person to collect MSW for which the exclusive right to collect has been granted to the Contractor, from Premises within the City. Nothing contained herein shall be construed to prohibit the City from removing MSW (including trash and demolition debris) on City properties with its own employees or by means of separate contracts with other Persons. 4V11A UQ#LU GENERAL PROVISIONS Section 20.1 Definitions 1. Agreement: "Agreement" means this Agreement between the City and Contractor for the Collection and Disposal of Municipal Solid Waste dated as of , including all exhibits and attachments, and any amendments hereto. 2. Act: "Act" means the California Integrated Waste Management Act of 1989, as amended, Public Resources Code Sections 40000, et seq. July 14, 1996 33 H/jun20.rd3 3. Bulky Items: "Bulky Items" means furniture, household or industrial appliances, shipping crates and containers and other large bulky or heavy objects not normally discarded on a regular basis at Residential, Commercial or Industrial Premises. 4. City: "City" means the City of La Quinta, a municipal corporation, and all of the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified during the Term. 5. Collection: "Collection" means collection of MSW and its transportation to a Disposal Site. 6. Contractor: "Contractor" means Waste Management of California, Inc., a California corporation. 7. Commercial Premises: "Commercial Premises" means any premises occupied by stores, offices, and other commercial facilities providing goods and services. 8. Construction and Demolition Waste: "Construction and Demolition Waste includes waste building materials, packaging and rubble resulting from construction, remodeling, repair and demolition operations on pavement, houses, commercial buildings and other structures. 9. Delivery: "Delivery" of Recyclable Materials by a Waste Generator shall be deemed to occur when Recyclable Materials are deposited in a receptacle or at a location that is designated for Collection pursuant to the City's Municipal Code, or is otherwise discarded. 10. Disposal Charge: The portion of the rates in Exhibit A included to cover payment of landfill or transfer station tipping fees. 11. Disposal Site: "Disposal Site" means the solid waste facility or facilities designated by the City for the ultimate disposal (by the Contractor) of MSW collected by the Contractor. The Disposal Site may include, but is not limited to, a solid waste landfill, a solid waste transfer or processing station, or a combination thereof. 12. Environmental Laws: "Environmental Laws" means all federal and state statutes and county and city ordinances concerning public health, safety and environment including, by way of example and not limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 6901 et seq.; the Federal Clean Water Act, 33 U.S.C. Section 1351 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code Section 25100 et seq.; the Porter -Cologne Water Quality Control Act, California Water Code Section 13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety July 14, 1996 34 lVjun20.rd3 Code Section 25249.5 et seq.; as currently in force or as hereafter amended and all rules and regulations promulgated thereunder. 13. Garbage: "Garbage" means all kitchen and table food waste and animal or vegetable waste that attends or results from the storage, preparation, cooking or handling of food stuffs. 14. Hazardous Waste: "Hazardous Waste" means a waste, or combination of wastes, which because of this quantity, concentration or physical, chemical or infectious characteristics, may do either of the following: (1) cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness; (2) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported or disposed of or otherwise managed. Hazardous waste, extremely hazardous waste or acutely hazardous waste in California Health and Safety Code Sections 25110.02, 25115 and 25117 or in future amendments to or recodifications of such statutes or identified and listed as hazardous waste by the U.S. Environmental Protection Agency pursuant to the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.). 15. Industrial Premises: "Industrial Premises" means premises occupied by manufacturing operations and other industrial facilities. 16. Institutional Premises: "Institutional Premises" means premises occupied by educational, health care, correctional, research and other similar facilities. 17. Municipal Solid Waste: "Municipal Solid Waste" or "MSW" means all discarded putrescible and non-putrescible solid, semi -solid and liquid wastes including Garbage, Refuse, Rubbish, Construction and Demolition Wastes or Bulky Items. MSW does not include (1) Hazardous Waste, (2) low-level radioactive waste regulated under California Health and Safety Code Section 25800 et seq., (3) untreated medical waste which is regulated pursuant to the Medical Waste Management Act, California Health and Safety Code Section 25015 et seq., or (4) Recyclable Materials which have been Segregated from other Waste Material by the Waste Generator. 18. Officer: "Officer" includes any elected or appointed member of the City Council and all other public officials of the City including but not limited to commission members, City Attorney, City Engineer, City Clerk, and City Manager. 19. Owner: "Owner" means the Person holding legal title to the real property constituting the Premises to which Recyclable Materials collection service is to be provided under this Agreement. July 14, 1996 35 Wjun20.rd3 20. Person: "Person" means an individual, limited liability company, association, partnership, political subdivision, government agency, municipality, industry, public or private corporation, or any other entity whatsoever. 21. Premises: "Premises" means any land or building in the City where Recyclable Materials is generated or accumulated. 22. Recyclable Materials: "Recyclable Materials" means materials which are both (a) capable of being Recycled and (b) Segregated From Other Waste Material for collection and Recycling, rather than collection and disposal. 23. Recycle/Recycling: "Recycle" and "Recycling" mean the process of collecting, sorting, cleaning, treating and reconstituting materials that would otherwise become Municipal Solid Waste and returning these materials to the economic mainstream in the form of raw materials for new, reused or reconstituted products which meet the quality standards to be used in the marketplace. 24. Refuse: "Refuse" includes Garbage and Rubbish. 25. Residential Premises: "Residential Premises" means single family homes, townhouses, multi -unit buildings such as apartments and condominiums, and mobile home parks. 26. Rubbish: "Rubbish" means non-putrescible Solid Wastes such as ashes, paper, cardboard, tin cans, yard clippings, wood, glass, bedding, crockery, plastics, and rubber by- products. 27. Segregated From Other Waste Material: "Segregated From Other Waste Material" means (1) the placement of Recyclable Materials in separate containers by the Waste Generator, (2) the binding of Recyclable Materials separately from other waste material by the Waste Generator, (3) the physical separation of Recyclable Materials from other waste material by the Waste Generator. 28. Term: "Term" means the term of this Agreement. 29. Ton: "Ton" means a short ton of 2,000 pounds avoirdupois. 30. Waste Generator: "Waste Generator" means the Owner or occupant of Premises which initially produce Recyclable Materials. Section 20.2 Right of the Cilyto Make Changes The City may, without amending this Agreement, direct Contractor to cease performing July 14, 1996 36 Wjun20.rd3 one or more types of service described in Article II, may direct Contractor to modify the scope of one or more such services, may direct Contractor to perform additional MSW collecting and processing services, or may otherwise direct Contractor to modify its performance under any other section of this Agreement in writing. Contractor shall promptly and cooperatively comply with such direction. If such changes cause an increase or decrease in the cost of performing the services, an equitable adjustment in the compensation due Contractor shall be made. If directed by City, Contractor will continue to perform the new or changed service while the appropriate adjustment in compensation is being determined. If the City has directed a change in the scope of work under this Section and either party believes that such change will increase or decrease the costs of providing service, the party which believes Contractor's compensation should be adjusted shall within thirty (30) calendar days submit to the other party a proposed adjustment and the parties shall thereafter meet and discuss the matter. Contractor shall promptly provide all relevant schedules, supporting documentation and other financial information requested by the City to evaluate the necessity for an adjustment and the amount thereof. Within ninety (90) days of the submission of the proposed adjustment, the City will determine the amount of the adjustment, if any, and shall thereafter adjust Contractor's compensation accordingly. Any adjustments will be made effective as of the first day of the following fiscal year and will reflect the incremental cost or saving from the date the change became effective until the date of the rate increase. Section 20.3 Contractor's Status Contractor is and at all times shall be an independent contractor and nothing contained herein shall be construed as (1) making Contractor, or any person employed or engaged by Contractor, an agent or employee of the City, (2) creating a joint venture or partnership between the City and Contractor, or (3) authorizing Contractor to create or assume any obligation or liability for or on behalf of the City. Section 20.4 Force Maieure Either party to the Agreement is excused from default of performance because of conditions not the fault of and beyond its control, such as war, strikes, riots, civil insurrections and acts of God. In the event of strikes, Contractor shall provide alternative means of collecting and processing MSW, subject to prior approval of City. Section 20.5 Failure to Perform If the Contractor is in default as provided in Article IX, or fails to collect materials herein specified for a period in excess of five (5) consecutive scheduled working days, or in the sole July 14, 1996 37 H/iunXrO judgment of the City fails to operate the system in a satisfactory manner for a similar period, the City may: A. Notify the Contractor of the default and set a hearing to consider termination as provided in Article I, or notify the Contractor by certified mail that the Contractor has failed to perform waste disposal services for a period of five (5) consecutive, scheduled working days, and the City's intent to take over as hereinafter set out and operate such services using Contractor's equipment. Said notification shall state the date and time that the City intends to terminate the Agreement; or B. Use and operate Contractor's equipment itself until such matter is resolved and the Contractor is again able to carry out its operation under this Agreement. Any and all operating expenses ineprred by the City in so doing shall be paid to the City by the Contractor within thirty (30) days of billing. If not so paid, it shall accrue interest and be an additional breach of contract. During such period, the liability of the City to Contractor for loss or damage to such equipment so used shall be that of a bailee for hire, ordinary wear and tear being specifically exempt from such liability and burden of proof regarding negligence being that of Contractor. The liability of Contractor to third person shall cease and all claims or demands arising out of the operation of the collection service shall be directed solely to the City. Provided, however, if Contractor is unable for any cause to resume performance at the end of thirty (30) calendar days, all liability of the City under this Agreement to Contractor shall cease and the City shall be free to negotiate with other contractors for the operation of said collection service. Such operation with another contractor shall not release Contractor herein of its liability to the City for such breach of this Agreement. C. In case of termination and City operation, the City shall have access to Contractor's records for the purpose of billing, and shall retain all payments and funds received for the period for which the City provides service. The purpose of the Agreement is to facilitate the orderly collection of MSW and preserving the general health, safety and welfare of City residents. Accordingly, the City has the right to determine when Contractor has not performed services satisfactorily, thereby constituting a failure to perform. Section 20.6 ' Sale of Recyclables Unless and until the City has directed the Contractor to deliver the MSW collected to a Transfer Station, the Contractor may salvage materials from the MSW it collects and shall be entitled to retain all revenues it receives from the sale of such recovered materials. The revenue derived from such sales is not included in "gross receipts" for purposes of calculating the Franchise Fee due to the City. July 14, 1996 38 Afjun20.rd3 Upon receiving direction from the City to deliver MSW to a Transfer Station, the Contractor shall cease any such salvage efforts. Section 20.7 Rigl}ts Remedies and Benefits Cumulative It is agreed that each and every one of the rights, remedies and benefits provided by this Agreement shall be cumulative, and shall not be exclusive of any other said rights, remedies and benefits, nor of any other rights, remedies and benefits allowed by law. Section 20.8 Waivers One or more waivers of any covenant, agreement or condition of default regarding provisions of this Agreement by either the City or Contractor shall not be construed as a waiver of a further breach of the same covenant, agreement, condition or the right of such party thereafter to enforce each and every provision. Section 20.9 Approval- by Cijy Wherever approval by the City is required, it shall mean approval by the City Manager or the City Manager's designee. Section 20.10 Notices Under this Agreement, whenever provision is made for notice of any kind, it shall be deemed sufficient notice, and service thereof if the said notice is in writing and is deposited in the mail in a properly stamped envelope to be delivered by certified mail, addressed as follows: If to the City: Attention: City Manager City of La Quinta 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92253 If to the Contractor: Attention: Division President Waste Management of the Desert 41575 Eclectic Street Palm Desert, CA 92261 Changes in the respective addresses to which such notices shall be directed may be made from time to time by either party. Notice of any such change in address shall be directed to the other party in writing by certified mail. July 14, 1996 39 Hfjun20.rd3 Section 20.11 Arbitration Any controversy or claims arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having competent jurisdiction thereof. Such controversy or claim shall be submitted to one arbitrator mutually selected from the local panel of the American Arbitration Association. Each party shall bear its own costs, including attorneys fees, except that Contractor shall be responsible for paying the costs of the arbitrator. Section 20.12 Legal Jurisdiction This Agreement and the rights of the parties hereunder shall be interpreted under the laws of the State of California. Section 20.13 Paragraph Headings The paragraph headings of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. Section 20.14 Entire Agreement This document contains the entire Agreement of the parties hereto with respect to matters covered hereby, and no other agreement, statement or promise made by any party hereto, or agent of such party, which is not contained herein, shall be binding or valid. No purported modification, amendment or other change in this Agreement shall be valid unless set forth in writing, and signed by both Contractor and the City. Section 20.15 Subcontracting This Agreement, or any portion thereof, shall not be subcontracted except with the prior written consent of the City. No such consent shall be construed as making the City a party to such subcontract, or subjecting said City to liability of any kind to any subcontractor. [Trerilrove Me A full compensation to the Contractor for all the services to be performed by it under this Agreement, including but not limited to those required by Articles II, III, IV and VII, the Contractor shall be entitled to collect the service fee then in effect for all MSW collected by the Contractor under the terms of this Agreement. No payment is due Contractor from the City. July 14, 1996 40 H/junMrO Section 20.17 Fees for Refuse Collection Fees for refuse collection shall be set by resolution of the City Council and shall continue in full force and effect until amended by resolution of the City Council. Section 20.18 Fees for Unusual Conditions For collections requiring special equipment or otherwise not set forth in the Agreement, fees may be charged as shall be agreed upon by the Contractor and the customer. The Contractor shall notify City of said consent in writing. Section 20.19 Change of Ownership The City, in entering this Agreement, has placed a special value, faith and confidence upon the experience, background and expertise of Contractor in the field of MSW collection, hauling, recycling and marketing. Such faith and confidence being a substantial consideration in the granting of this Agreement, the parties hereto agree therefore that no change of ownership or transfer of stock in the Contractor's business in an amount equal to or grater than ten (10) percent of such ownership or stock shall take place without the prior written consent of the City. Section 20.20 Contractor's Employee Relations Amounts of pay, vacation leave, sick leave, holiday leave, fringe benefits, and other employee -related matters applicable to Contractor's employees shall be wholly within the discretion of Contractor, subject to applicable law. Section 20.21 Banlauptcv If Contractor shall at any time during the term of this Agreement become insolvent, or if proceedings in bankruptcy shall be instituted by or against Contractor, or if Contractor shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy or a receiver of any property of Contractor shall be appointed in any suit or proceeding brought by or against Contractor, or if Contractor shall make an assignment for the benefit of creditors, then and in each and every such case, this Agreement and the rights and privileges granted thereby shall immediately cease, determine, and be forfeited and canceled without notice and without suit or other proceeding. Section 20.22 Invalid Provisions The parties agree that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity hereof shall in no way affect any other provision in this Agreement if the provision does not materially prejudice either July 14, 1996 41 Wjun20.rd3 Contractor or the City in their respective rights and obligations hereunder and to that extent the provisions of this Agreement are severable. Section 20.23 Waiver of Performance The failure of either party to insist in any instance upon a strict performance by the other party of any of the provisions, terms, covenants, reservations, conditions or stipulations contained in the Agreement, shall not be considered a waiver thereof, and the same shall continue and remain in full force and effect. No waiver by the City of any provision term, covenant, reservation, condition or stipulation contained in this Agreement shall be deemed to have been made in any instance unless expressed in the form of a resolution by the City Council. Section 20.24 Warranty The Contractor warrants that it has not employed any officer or employee of the City nor offered any gift, gratuity, contingent fee nor any other thing of value to such officer or employee of the City in order to secure his or her assistance in obtaining this contract. The Contractor agrees that it will not, during the Term, give or offer anything of value to a City officer or employee, the offer or receipt of which would violate California law. Section 20.25 Exhibits Exhibits A and B attached hereto are incorporated herein by this reference. Section 20.26 Guara= by Waste Management. Inc. Concurrently with the execution of this Agreement, the Contractor shall furnish a written guaranty of its performance hereunder, in form and substance satisfactory to the City, executed by Waste Management, Inc. ARTICLE XXI OTHER OPERATIONAL REQUIREMENTS Contractor shall comply with Chapter 6.04 of the City Municipal Code and any amendments thereto. Section 21.2 Cooperation with Subsequent Providers At the expiration of the Term, or in the event of the Agreement's earlier termination under July 14, 1996 42 Wjjun20.rd3 Section 9.1, Contractor, at its own expense, shall cooperate fully with the City to ensure an orderly transition to any and all new service providers. Such cooperation shall include, but not be limited to, providing route maps, route lists and other similar information. Upon expiration, or earlier termination, the City shall have no continuing obligations to Contractor other than those expressly provided for in this Agreement. In connection therewith, Contractor acknowledges that Public Resources Code Section 49520 affords it no rights to notice or continuation of service greater than or different from those provided under this Agreement and agrees to waive whatever rights it may be afforded by Section 49520. Section 21.3 Indemnification Regarding Lawsuits Challenging This Agreement If any lawsuit by any third party is commenced challenging the legality of this Agreement, or challenging the action of the City Council in approving this Agreement, Contractor shall, at its sole cost, and with counsel approved by City, defend, indemnify and hold harmless the City, its officers, employees and agents against such lawsuit(s). If a final judgment of a court of competent jurisdiction determines that this Agreement is illegal or was unlawfully entered into by City, City may elect to terminate this Agreement and in such event Contractor shall have no claim against City for damages of any kind (including but not limited to loss of profits) on any theory. This Agreement, consisting of forty-three (43) pages, not including Exhibits A and B attached hereto, shall be executed in triplicate, of which each executed copy shall have the full force and effect of an original. Date:?_ ate: ( 9 (o t - � p AM e-s-1-Tv's 12, 11] !%,!fi! APPROVED AS TO FORM: ("')I DAWN C. HONEYWELL, ty Attorney CITY OF LA QUINTA By: 2yzt'142 y - GLENDA L. HOLT,Mayor July 14, 1996 43 H/j=20.rD WASTE MANAGEMENT OF CALIFORNIA, INC. Date: LZ94 By: Date: By: y�' July 14, 1996 WjunXrO 44 et Secretary / p.) #12-0 S, } A Guaran THIS GUARANTY (the "Guaranty") is given as of the 22ndday of July , 1996, by WASTE MANAGEMENT, INC., a corporation organized under the laws of the State of Illinois (hereafter "Guarantor"), to the CITY OF LA QUINTA, a municipal corporation (hereafter the "City"). THIS GUARANTY is made with reference to the following facts and circumstances: A. Waste Management of California, Inc. (hereafter "Contractor") is a corporation organized under the laws of the State of California, dba "Waste Management of the Desert," all of the issued and outstanding stock of which is owned by Guarantor. B. Contractor and the City have negotiated (1) an Agreement for the Collection, Transportation and Disposal of Solid Waste, and (2) an Agreement for the Collection and Recycling of Recyclable Materials, each dated as of ,1,-ij� 99 , 1996, (hereafter collectively referred to as the "Agreements"), under which the Contractor is granted the right to and assumes the duty of collecting Solid Waste and certain Recyclable Materials generated within the City and arrangement for their transport, processing, disposal or reuse. A copy of each of the Agreements is attached hereto and incorporated herein by this reference. C. It is a requirement of the Agreements, and a condition to the City's entering into the Agreements, that Guarantor guaranty Contractor's performance of the Agreements. D. Guarantor is providing this Guaranty to induce the City to enter into the Agreements. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: 1. Guaranty of the Agreements. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of both of the Agreements which Contractor is required to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms and conditions of either of the Agreements, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees payment to the City of any damages, costs or expenses which might become recoverable by the City from Contractor due to its breach of either or both of the Agreements. 2. Guarantor's Obligations are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with respect to any payment obligation of Contractor under the Agreements, shall constitute a guarantee of payment and not of collection, and are not conditional upon the genuineness, validity, regularity or July 14, 1996 H/jun20.rd3 enforceability of the Agreements. 3. Waivers. The Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Contractor; (2) any amendment, modification or waiver of any provision of the Agreements; (3) the actual or purported rejection by a trustee in bankruptcy of the Agreements, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreements; (4) any waiver, extension, release or modification with respect to any of the obligations of the Agreements guaranteed hereunder or the impairment or suspension of any of the City's rights or remedies against Contractor; or (5) any merger or consolidation of the Contractor with any other corporation, or any sale, lease or transfer of any or all the assets of the Contractor. Without limiting the generality of the foregoing, Guarantor hereby waives the rights and benefits under California Civil Code Section 2819. The Guarantor hereby waives any and all benefits and defenses under California Civil Code Sections 2845, 2849 and 2850, including, without limitation, the right to require the City to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral the City may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantor's benefit, and agrees that the City may proceed against Guarantor for the obligations guaranteed herein without taking any action against Contractor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the City may hold now or hereafter hold. Guarantor hereby waives any right which it may have to reimbursement from Contractor for amounts disbursed by Guarantor and any right of subrogation to the rights of the City against Contractor, including, without limitation, such rights as may be provided under California Civil Code Sections 2847 and 2848. Guarantor agrees that the City may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Contractor or any other guarantor or pledgor without impairing the City's rights and remedies in enforcing this Guaranty. The Guarantor hereby waives and agrees to waive at any future time at the request of the City, to the extent now or then permitted by applicable law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice to the Guarantor, the time for Contractor's performance of or compliance with any of its obligations under the Agreements is extended, or such performance or compliance is waived; (b) the Agreements are modified or amended in any respect; (c) any other indemnification with respect to Contractor's obligations under the Agreements or any security therefor is released or exchanged in whole or in part or otherwise dealt with; or (d) any assignment of the Agreements is effected which does not require the City's approval. July 14, 1996 2 WjunMrd3 The Guarantor hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non- payment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantor's obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Contractor prior to such avoidance or recovery, and (b) payment in full of any obligations then outstanding. 4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of both of the Agreements have been fully performed by Contractor, and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by the City of any performance bond or other collateral to assure the performance of Contractor's obligations under the Agreements. Guarantor shall not be released of its obligations hereunder so long as there is any claim by the City against Contractor arising out of either of the Agreements based on Contractor's failure to perform which has not been settled or discharged. 5. No Waivers. No delay on the part of the City in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right to the City to take other or further action without notice or demand. No modification or waiver of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it is given. 6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, Guarantor agrees to pay actual attorneys' fees and all other costs and expenses incurred by the City in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder. 7. Governing Law: Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws rules for all purposes, including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by the City to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to personal jurisdiction over it by such courts. Guarantor appoints the following person as its agent for service of process in California: July 14, 1996 1-Ujun20.rd3 Waste Management of the Desert 41575 Eclectic Street Palm Desert, CA 92261 8. Severability. If any portion of this guaranty is held to be invalid or unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect. 9. Binding* on Successors. This Guaranty shall inure to the benefit of the City and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency. 10. Authority. Guarantor represents and warrants that it has the corporate power and authority to give this Guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and By-laws, and that the person signing this Guaranty on its behalf has the authority to do so. 11. Subordination. Any claims Guarantor may have against Contractor are hereby subordinated to any and all claims of the City against Contractor until such time as the obligations of Contractor to the City are fully satisfied and discharged. 12. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows: To the City: City of La Quinta 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92253 Attention: City Manager with a cony: City Attorney, at the same address. To the Guarantor: Waste Management, Inc. Waste Management, Inc. West Group 18500 Von Karman Avenue, Ste. 900 Irvine, CA 92715 July 14, 1996 4 Wjun20.rd3 IN WITNESS WHEREOF, Guarantor has executed this Guaranty on the day and year first above written. WAST July 14, 1996 H/j un20.rd3 A- I I rq oho oN, o o c"i �r 69 N N N f`1 69 69 CT CT CT CT 69 in 00 V1 M t� 00 t� M G1 �D h CN O r-. 69 U C U c3 En _ REFUSE COLLECTION RATE AND DISPOSAL CHARGE FOR COMMERCIAL ACCOUNTS (Effective July 1, 1996) LA QUIITA PROPOSED SERVICE RATE FREQUENCY 1 2 3 4 S 6 BIN SIZE 2 45.35 78.56 110.04 141.35 172.71 204.33 3 56.51 96.45 135.65 171.651 210.12 247.19 4 77.35 119.51 163.39 207.44 249.91 289.37 6 116.04 179.28 245.04 311.37 373.39 434.09 PROPOSED DUMP SURCHARGE FREQUENCY 1 2 3 4 5 6 BIN SIZE 2 13.81 26.66 39.59 52.44 65.15 78.11 3 20.06 39.17 57.82 ' 76.49 95.48 114.02 4 26.96 51.67 76.26 101.09 125.66 150.15 6 40.13 79.32 115.64 152.96 190.94 228.04 PROPOSED LANDFILL CLOSURE COST FREQUENCY 1 2 3 4 5 6 BIN SIZE 2 0.98 1.99 2.82 3.73 4.64 5.57 3 1.43 2.79 4.12 5.45 6.80 8.13 4 1.92 3.69 5.44 7.21 9.96 10.71 6 2.86 5.59 8.24 10.91 13.61 16.26 PROPOSED RECYCLING PROGRAM COgr FREQUENC,ti 1 2 3 4 5 6 BIN SIZE ' 2 4.19 9.09 12.02 15.92 19.79 23.71 3 609 11.89 17.55 23.22 28.98 34.61 4 8.19 15.69 23.15 30.69 38.15 45.58 6 12.18 23.78 35.10 40.43 57.96 69.23 PROPOSED A8939 SURCHARGE FREQUENCY 1 2 3 4 5 6 BIN SIZE 2 2.94 5.88 8.82 11.76 14.70 17.64 3 4.41 8.82 13.23 17.64 22.05 26,46 4 5.88 11,76 17.64 23.52 29.40 35.28 6 8.82 17,64 26.46 35.28 44.10 52.92 PROPOSED TRANSPORTATION SURCHARGE FREQUENCY 1 2 3 4 3 6 BIN SIZE 2 1.64 2.83 3.97 5.10 6.23 7.37 3 2.04 3.48 4.89 6.19 7.58 8.91 4 2.79 4.31 5.89 7.48 8.97 10.43 6 4.18 6.46 8.83 11.23 13.46 15.65 PROPOSED TOTAL RATE INCLUDING ALL SURCHARGES FREQUENCY 1 2 3 4 5 6 BIN SIZE 2 68.91 123.92 177.26 230.29 283.20 336,73 3 90.54 162.60 233.26 300.64 371.01 439,31 4 123.09 206.62 291.77 377.42 460.06 541.53 6 184.21 311.07 439.33 568.18 693.46 816.19 PROPOSED ADDITIONAL COMMERCIAL CHARGES 2-YARD BIN -EXTRA EMPTY 3-YARD BIN -EXTRA EMPTY 4-YARD BIN -EXTRA EMPTY 6-YARD BIN -EXTRA EMPTY LOCKED ENCLOSURE AND/OR PULLOUT OVER .35 iT DELIVERY CHARGE LOCKING CONTAINER REPLACEMENT LOCKING} BAR SATURDAY SERVICE (<6X) 27.93 38.35 51.89 77.40 4.59 PER PICKUP 15.98 51.25 34.20 21.31 LA QUINTA PROPOSED ROLLOFF RATE PULL OR MONTHLY EMPTY & RETURN FLAT RATE 20 YARDS 81.62 * 326.48 30 YARDS 115.47 * 461.88 40 YARDS 136.63 * 546.52 00o *PLUS DUMP FEES CHARGED AT $30/TON PLUS $8.50 PER TON RECYCLING CHARGE TO BE PAID TO CITY *PLUS AB939 FEES CHARGED AT $6.77 PER TON *DELIVERY CHARGE $15.98 *EXTRA TRIP $45.44 , NOTE: COMPACTOR ACCOUNTS WILL BE CHARGED AT THREE TIMES (3X) THE BASIC ROLLOFF RATE OTHER FEES - RESIDENTIAL, COMMERCIAL AIO ROLL -OFF START FEE 5.65 RESTART FEE 14.91 RETURNED CHECK 15.00 EXHIBIT "B" EXTRA HAUL COST TO EDOM HILL ANNUAL T TPR Residential Commercial Roll off 7 957 849 1.627 ` Total Trips Annually 3,478 Extra time per trip (average) 24 Minutes Haul cost per hour $65.00 RESIDENTI r.__MONTH v C04'PER HOME r 957 Trips X 24 Minutes = 381 Hours *Less 25% for 2nd Load = 285 Hours 285 Hour X $65.00 = $18,525.00 $18,525 = 8,500 Customers = $2.18 _ 12 Months $2.18 Per Customer Annually = $.18 Per Customer Monthly COMMERCIAL —AVER A GEONTH v COST PER COMMERCIAL CUSTOMER 849 Trips X 24 Minutes = 340 Hours *Less 20% for Return Trip = 272 Hours 272 Hours X $65.00 = $17,680.00 $17,680 = 146 Customers = $121.94 _ 12 Month $121.95 Per Customer Annually = ROLL OFF ---CMS PER r O A n $10.17 Per Customer Annually 1.672 Trips Annually X 24 Minutes = 668 Hours Annually 668 Hours X $65.00 = $43,472 =1,672 Trips = $43,472.00 Annually TOTAL ANNUAL Q= $26.00 Per Trip to Landfill Residential = Commercial $18,525 = Roll Off = $17,680 $43.472 NOT TO EXCEED = $79,677 DOCJHWASTE.EXH