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Waste Solutions Group of San Benito - 2014 Agreement for Solid Waste DisposalSOLID WASTE DISPOSAL AGREEMENT This SOLID WASTE DISPOSAL AGREEMENT (this "AQ,reement ") is made and entered as of July 1, 2014 (the "Effective Date "), by and among the CITY OF GILROY, CALIFORNIA ( "Gilroy "), the CITY OF MORGAN HILL, CALIFORNIA ( "Morgan Hill" and, together with Gilroy, the "Cities "), and WASTE SOLUTIONS GROUP OF SAN BENITO, LLC, a Delaware limited liability company ( "Compan y "). Cities and Company are hereinafter sometimes referred to individually as a "Party" and jointly as the "Parties." RECITALS WHEREAS, Contractor (as defined below) is the franchised solid waste collector for all Waste (as defined below) generated within the incorporated city limits of Cities; WHEREAS, Contractor owns and operates the San Martin Transfer Station, located at 14070 Llagas Ave., San Martin, California (the "Contractor Transfer Station "), which besides accepting franchised solid waste from Cities, accepts self - hauled public Waste from residents of Cities; WHEREAS, Company operates the John Smith Road Landfill (the "Landfill ") and desires to become a provider of solid waste disposal services for Cities; WHEREAS, Cities conducted a request for proposals for the long -term disposal of the Waste generated within the incorporated city limits of Cities; WHEREAS, in response to the proposal submitted by Company, Cities have awarded to Company an exclusive, long -term contract for the disposal of the Waste generated within the incorporated city limits of Cities; and WHEREAS, Cities have directed Contractor to haul all Waste collected within the incorporated city limits of Cities delivered to the Contractor Transfer Station to the Landfill. AGREEMENT NOW, THEREFORE, for and in consideration of the respective covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein. . 1. Definitions. 1.1 "Acceptable Waste" or "Waste" means "Solid Waste ", as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, § 40191 and regulations promulgated thereunder, and includes residential waste, commercial waste, non - recycled construction and demolition waste, residuals from any material recovery, recycling or other waste processing facility, and any other combination of these wastes, and all other acceptable Class III and Class II Wastes; provided, however, the following materials are excluded from the definition of Acceptable Waste: (a) Special Waste, (b) Hazardous Waste, (c) Class I Wastes, and (d) {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 1. materials recovered from Acceptable Waste for recycling or other beneficial use and which are not subsequently disposed of in a landfill. 1.2 "Contractor" means Cities' currently- contracted Waste hauler, Recology South Valley, a California corporation, any successor in interest thereto or any other party Cities subsequently designate as their franchised solid waste collector during the Term. 1.3 "CPI -U" means the Consumer Price Index, All Items, 1982 -84 =100 for All Urban Consumers (CPI -U): San Francisco - Oakland -San Jose. 1.4 "Designated Waste" means "Designated Waste ", as defined by State of California under § 13173 of Division 7 of the California Water Code. 1.5 "Disposal," "Dispose" or "Disposed" means the delivery of Acceptable Waste to the Landfill. 1.6 "Disposal Facilities" means the Landfill or, if the Landfill is incapable of accepting Acceptable Waste for any reason, the Potrero Hills Landfill in Solano County, California (the "Alternate Disposal Facility'). 1.7 "Free Liguid" means liquid in excess of twenty -five (25) gallons per contained load of waste which readily separates from the solid portions of such waste on delivery to the Landfill under ambient temperature and pressure (Le., liquid in the waste load that causes the waste to fail the "paint filter test" prescribed by the Environmental Protection Agency in its "Method 9095 "). 1.8 "Hazardous Waste" means any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under applicable law, including, but not limited to: (a) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260 -281, inclusive; (b) the Toxic Substance Control Act (15 U.S.C. § 2601, et seq.); (c) the regulations contained in 40 CFR Parts 761 -766 inclusive; (d) California Health and Safety Code § 25117; (e) the California Public Resources Code, § 40141; and (f) all successor laws and regulations as may be amended from time to time. 1.9 "SSMial Waste" means and includes, without limitation, Designated Waste and any non - Designated Waste that requires special handling or safety procedures at the Landfill during either off loading or burial. Examples of Special Waste include, but are not limited to: fly ashes, petroleum contaminated soils, waste water treatment plant sludge, field plastic, truck load quantities of box springs and mattresses, toner cartridges, appliances, wood stumps over two (2) feet in diameter, large tree limbs and poles. 1.10 "Special Waste Application" means the form used by Company to gather information about the proposed Special Waste, to be delivered to the Landfill. In order to be "approved" the Special Waste Application must be executed by Company's Environmental Manager, or authorized representative, who thereby approves the waste as Acceptable Waste. 1.11 "Ton" means a standard or short ton and shall be deemed to be equal to two thousand (2,000) pounds. {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 2 1. 12 "Unacceptable Waste" means any and all waste: (a) the delivery of which at the Landfill would violate any applicable local, state, or federal laws, regulations, or orders, or conditions of the Landfill's operating permit; (b) (c) Application; (d) be unacceptable; or (e) 2. Term. which constitutes Hazardous Waste; which constitutes Special Waste without an approved Special Waste which in Company's sole and reasonable discretion Company considers to containing Free Liquid without an approved Special Waste Application. 2.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for an approximate period of fifteen (15) years ending June 30, 2030 (the "Initial Term "), unless terminated earlier pursuant to Section 18. 2.2 Extension Term. Cities shall have the sole right to extend the Initial Term by no less than two (2) additional five (5) -year periods (i.e., until June 30, 2035, and again until June 30, 2040) (each an "Extension Term" and, together with the Initial Term, the "Term "). Cities shall notify Company of its intent to extend the Initial Term and, if applicable, the first Extension Term no later than one (1) year prior to the end of the Initial Term. After the second Extension Term, any further extensions of the Term shall be only by written agreement of the Parties. 2.3 Rejection of Extension Term. Notwithstanding anything to the contrary in this Section 2, Company shall have the right to reject Cities' exercise of either Extension Term pursuant to Section 2.2 in the event of any of the following: (i) Company's costs to expand the Landfill (including Company's operating costs) are higher than the documented costs of constructing new landfill airspace as of the Effective Date by a percentage amount greater than the cumulative CPI adjustment calculated pursuant to Section 6.1 from the Effective Date through the date Cities seek to exercise the applicable Extension Term; (ii) the Landfill can no longer accept Acceptable Waste due to permitted Disposal capacity limitations; or (iii) Company determines in its sole but reasonable discretion that Company is reasonably likely to breach its contractual obligation to San Benito County to maintain at least fifteen (15) years. of airspace at the Landfill at all times. 3. Exclusive Tonnage Commitment: Waste Type and Source. In consideration of the preferred Base Rate set forth in Section 5, Cities shall direct Contractor to deliver to the Landfill One Hundred Percent (100 %) of the Acceptable Waste generated as a result of the City's collection Franchise Agreements. Cities warrant that Contractor shall deliver to the Landfill only Acceptable Waste, except that Contractor may also deliver Special Waste in accordance with the provisions described in an approved Special Waste Application. {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 3 4. Disposal. 4.1 DiW2sal of Acceptable Waste. Company will accept delivery and Dispose of all properly identified Acceptable Waste from Contractor and Cities from time to time during the term of, and according to, this Agreement; provided, however, that such waste is Acceptable Waste that Company is capable of accepting and properly Disposing of at the Landfill. 4.2 Inability to. Accept Acceptable Waste. Except as provided in Sections 10 and 19. 1. in the event that Company fails to accept some or all Acceptable Waste delivered by Contractor pursuant to this Agreement, regardless of the reason for such failure, the following shall occur: 42.1 immediately upon Company's temporary inability to accept Acceptable Waste delivered by Contractor pursuant to this Agreement, Company shall make whatever arrangements are necessary for the use of the Alternate Disposal Facility and shall direct Contractor to use the Alternate Disposal Facility. 4.2.2 Company shall be responsible for paying all documented additional costs resulting from the use of the Alternate Disposal Facility under Section 4.2.1, including, any increase in costs for Disposal services, whether paid on a per -Ton, lump -sum or other basis, and any increase in transport expenses due to increased transport time, distance, or method incurred by Contractor and/or Cities. Company is responsible for securing all necessary regulatory approvals needed for Contractor and/or Cities to use the Alternate Disposal Facility under Section 4.2.1. 4.3 Landfill Disposal Area Site Expansions. Company has represented to Cities that it will, and Company shall, demonstrate reasonable efforts to seek approvals for expansion of the current permitted Landfill disposal area and capacity. 5. Base Rate. During the Term, the tipping fee per Ton (the `Base Rate ") for the Disposal of Acceptable Waste at the Disposal Facilities shall be as follows: Tenn Year Proprietary Base Current Taxes Total Base Rate Per Ton Per Ton Rate Year 1 (Effective Date — December 31, 2014) ............. ............................... $17.10 per Ton Year 2 (January 1, 2015 — December 31, 2015 ) ........................... $17.60 per Ton Years 3 —15 (January 1, 2016 — $3.90 $3.90 December 31, 2029 ) ........................... As adjusted As adjusted pursuant to the from time to provisions of time pursuant Section 6.1. to Section 6.2. {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT $21.00 $21.50 As adjusted pursuant to the provisions of Sections 6.1 and 6_2. 4 The Base Rate for any acceptable Special Waste shall be quoted on a case -by -case basis. 6. Base Rate Adiustments. 6.1 CPI Adjustment. Beginning on January 1, 2016, and on each anniversary thereof through the end of the Term, Company's Proprietary Base Rate shall automatically increase by an amount equal to Eighty Percent (80 %) of the increase in the CPI -U for the prior twelve (12)- month period. Any adjustment based on the CPI -U shall be calculated by establishing the percentage difference in CPI -U using October as compared to the immediately preceding October during the term of this Agreement. 6.2 Changes in Law. The Parties acknowledge that solid waste Disposal is a highly regulated and highly taxed enterprise and that taxing authorities frequently raise revenue by imposing taxes on waste Disposal operations and businesses. The Parties acknowledge that the Base Rate already includes costs associated with complying with all existing governmental regulations applicable to the Disposal Facilities including, but not limited to, methane control regulations and the costs of closure and post- closure monitoring. If state, federal or local government or governmental agencies increase any taxes (or impose new taxes), surcharges or other fees (collectively, the "Taxes ") or adopt or modify any compliance and regulatory requirements ("Chan ge in Law ") that result in increased operating costs to Company or require Company to make or capital expenditures, Company shall have the right to pass the Taxes and increased operating costs resulting from Changes in Law through to Cities in the form of increased Base Rates. To the extent that the Taxes, Change in Law and other increased operational costs (the "Increased Costs ") can be factored into the per ton Base Rate applicable to Cities under this Agreement, the Parties hereto shall use good faith efforts to negotiate an adjusted Base Rate that includes Cities' equitable share of the Increased Costs. 7. Turnaround Time of Contractor's Vehicles. Company shall use commercially reasonable efforts to ensure that the average time required for a vehicles, delivering Acceptable Waste pursuant to this Agreement ( "Contractor Vehicles ") to unload and exit the Landfill is thirty (30) minutes commencing from the time the Contractor Vehicles queue in the Landfill's inbound scale line to the time said vehicles exit over the Landfill's exit scale (the "Average Turnaround Time "); provided, however, that Company shall not be responsible for (and shall not be in breach of the provisions of this Section 7 ) for delays not caused by or under the control of Company, including, without limitation, vehicle breakdown, driver negligence, lack of cooperation, or a vehicle driver parking to use Company's restrooms or telephone. Company shall manage the Acceptable Waste receiving and unloading area in order to facilitate access and unloading by Contractor. Company shall make available to Contractor a functional tipper at all times. The Average Turnaround Time shall be calculated on a thirty (30) calendar day basis as the sum of the vehicle turnaround time for each load of Acceptable Waste delivered by Contractor pursuant to this Agreement during the month divided by the number of loads received during the thirty (30) calendar day period. Company shall report the Average Turnaround Time on a regular monthly basis to Cities. If this Average Turnaround Time exceeds thirty (30) minutes for two consecutive months or more, Company shall meet with Contractor and Cities, determine the cause of such exceedance(s), and reach an acceptable solution with Contractor and Cities to reduce the Average Turnaround Time to an acceptable level. 100059528.DOC.31 SOLID WASTE DISPOSAL AGREEMENT 8. Tender of Delivery. Cities shall direct Contractor to tender Disposal of the Acceptable Waste to Company at those times and places, in those quantities, and in the manner specified in this Agreement or Special Waste approvals. Cities shall direct Contractor to, at the same time and place, tender to Company those completed documents, shipping papers or manifests as are required, for lawful transfer of the Acceptable Waste to Company, by valid and applicable statutes, ordinances, orders, rules or regulations of the federal, state or local governments.. Tender of Disposal shall be considered non - conforming if not in accordance with this Section and/or the specifications of and Special Waste approvals. 9. Right To Inspect Waste Material. Company shall have the right, but not the obligation, to inspect, sample, analyze or test any tendered waste material before accepting such material. If the waste material or tender of delivery fails in the opinion of Company, to conform to this Agreement, Company may: (a) reject all waste material tendered; (b) conditionally accept any or all waste material tendered; or (c) accept any unit or units of waste material and reject the rest.. 10. Right to Reject Unacceptable Waste. Company may conditionally accept Contractor's and Cities' waste offloaded at the Landfill or the applicable Disposal Facility but may revoke its acceptance of any load of waste as Unacceptable Waste at any time it is determined to be Unacceptable Waste (such rejected waste will hereinafter be referred to as "Rejected Waste ").. Upon Company's good faith and timely rejection or revocation of acceptance of waste, that waste shall become Rejected Waste and Company's rejection shall operate to re -vest title to the Rejected Waste in Contractor and Cities. As a condition to its effective rejection of Waste or revocation of its acceptance of any Waste, Company will: 10.1 Promptly notify Contractor and Cities, specifying the basis for its rejection of such Waste; 10.2 Segregate and properly containerize the Rejected Waste at the Landfill or the applicable Disposal Facility; and 10.3 Allow Contractor and Cities a reasonable opportunity (not to exceed seventy -two (72) hours from the time of notice of rejection) to reclaim and remove the Rejected Waste from the Landfill or the applicable Disposal Facility. If Contractor or Cities fail to reclaim and remove the Rejected Waste from the Landfill or the applicable Disposal Facility (or arrange for the removal of the Rejected Waste from the Landfill or the applicable Disposal Facility), Company may make arrangements for the off-site storage, transportation and Disposal of the Rejected Waste at a facility permitted to accept the Rejected Waste. In such event, Cities shall promptly reimburse Company for the reasonable costs incurred by Company in testing, clean-up, handling, loading, preparing, transporting, storing, Disposing and either returning the Rejected Waste to Contractor and/or Cities or transporting and Disposing of the Rejected Waste at a facility permitted to accept the Rejected Waste. 11. Acceptance of Waste: Passage of Title. Company will be vested with title to all Acceptable Waste accepted by the Landfill hereunder on rem oval of the Acceptable Waste from the Transfer Station; provided, however, that the Landfill or the applicable Disposal Facility is {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 6 legally permitted to accept such waste and acceptance of such waste is not rejected or revoked under Section 10. Otherwise, title to waste delivered by Contractor shall be in, and all risks and responsibilities shall be borne by, Contractor and Cities. 12. Hours of Operation. Company shall accept all Acceptable Waste at the Landfill during normal business hours of: Monday - Friday, 8:00 a.m. — 4:00 p.m.; Saturday — Sunday, 9:00 a.m. — 3:00 p.m.; subject to Company's right to change. the hours of operation, which it may do at any time and from time to time upon giving Contractor and Cities reasonable advance notice of any such change in hours or capacity limitations, which reasonable advance notice typically would be no less than ninety (90) days in advance of such change. The Landfill will be closed on the following holidays: New Years Day, Easter Sunday, Thanksgiving Day and Christmas Day. Company shall give Contractor and Cities reasonable advance notice of any change to the holiday schedule. 13. Contractor Landfill Activities. Contractor's activities at the Landfill shall be subject to the applicable provisions of Company's permits and safety and operating procedures made known to Contractor and Cities by Company. Cities shall direct Contractor to exercise due care and diligence in the movement and offloading of Waste from its collection vehicles while in the Landfill and shall be responsible for all acts or omissions of its employees, subcontractors and their agents and employees in connection with their activities at the Landfill. Cities shall direct Contractor to, at its sole cost, protect its own employees and agents, employees of Company and other persons from risk of death, injury or bodily harm arising out of or in any way connected with Contractor's activities at the Landfill. Cities shall indemnify, defend and hold Company harmless for all acts or omissions of Contractor, Contractor's employees, agents and independent contractors and their respective agents and employees in connection with their activities at the Landfill. 14. Intoxicating Liquors and Drugs. Cities shall direct Contractor to establish and keep in place rules prohibiting its employees, agents or independent contractors from taking any controlled substances or intoxicating liquors to the Landfill. Cities shall direct Contractor to not permit its employees, agents or independent contractors to bring, anywhere on the Landfill, any controlled substances or intoxicating liquors. If any employee, agent or independent contractor of Contractor shall, in the opinion of Company, be under the influence of alcohol or controlled substances while at the Landfill, Company shall require such person to leave the Landfill immediately. 15. Invoicing. Dispute of Invoiced Amounts. Company will invoice Contractor twice per month in arrears, using applicable Base Rates for all Tons of Waste accepted for Disposal at the Landfill in the then immediately preceding invoice period. Cities shall direct Contractor to pay undisputed invoiced amounts within thirty (30) days of the date of its receipt of the invoice. If Cities or Contractor dispute an invoiced amount, they shall do so within the fifteen (15) day period following receipt of the invoice containing the disputed amount and give notice to Company setting forth therein the basis for the disputed amount with sufficient specificity. to allow Company to investigate the disputed amount. If Cities and Contractor fail to dispute any invoiced amount within fifteen (15) days of receiving the invoice, Cities and Contractor shall be conclusively deemed to have waived their right to dispute the amount. Tonnage amounts of Waste shall be determined using Company's weigh scales at the Landfill or the applicable (00059528.DOC.3) SOLID WASTE DISPOSAL AGREEMENT 7 Disposal Facilities and shall be taken from certified weight tags issued by Company or the owner /operator of the applicable Disposal Facilities. 16. Insurance. The Parties shall obtain and maintain during the term of this Agreement commercial general liability insurance to protect against any claim or demand concerning bodily injury, death or property damage and business auto insurance for claims arising out of such Party's operations. Each Party hereto agrees to provide the other Party with thirty (30) days' written notice of any nonrenewal, cancellation, decrease or material change in the insurance coverage. Each Party, on request, shall furnish the other Party with a certificate of insurance showing the insurers and the coverages in effect, all of which shall be satisfactory to the receiving party in its sole reasonable judgment. The type and limits of liability of all insurance required herein shall be as set forth in Exhibit A, which is attached hereto and incorporated herein. Insurance provided pursuant to this Section 16 shall be written on an occurrence basis or claims made basis. All policies, except workers' compensation, shall name the other Party as an additional insured. Limits specified in Exhibit A may be provided through any combination of primary, umbrella/excess, deductibles or self - insurance policies. 17. Indemnily. 17.1 By Cities. Cities shall fully and. forever defend, indemnify and hold harmless Company and its successors, assigns, officers, directors and agents against and in respect of any and all costs, losses, damages, deficiencies, expenses or liabilities (including court costs and reasonable attorneys' fees and expenses), threatened, suffered or paid, to the extent resulting from or arising out of: (i) any breach of any representation or warranty made by Cities in this Agreement or in any certificate, document or instrument given pursuant hereto or in connection herewith; (ii) any failure by Cities or Contractor to perform or otherwise fulfill or comply with any undertaking, agreement or obligation on the part of Cities or Contractor to be performed, . fulfilled or complied with hereunder, including the payment obligations set forth in Section 15; (iii) any claim by any third party of ownership of or any rights or interests in any Waste accepted by Company for Disposal at the Landfill or the applicable Disposal Facility; (iv) any bodily injury, personal injury or property damage arising out of or in any way related to Cities or Contractor's acts or omissions; and (v) any violation by Cities or Contractor of any federal, state, county or local law or regulation pertaining to Cities or Contractor's operations. This obligation shall survive the expiration or earlier termination of this Agreement. 17.2 By Company. Company shall fully and forever defend, indemnify and hold harmless Cities and their respective successors, assigns, officers, directors, employees and agents against and in respect of any and all costs, losses, damages, deficiencies, expenses or liabilities (including court costs and reasonable attorneys' fees and expenses), threatened, suffered or paid, to the extent resulting from or arising out of. (i) any breach of any representation or warranty made by Company in this Agreement or in any certificate, document or instrument given pursuant hereto or in connection herewith; (ii) any failure by Company to perform or otherwise fulfill or comply with any undertaking, agreement or obligation on the part of Company to be performed, fulfilled or complied with hereunder; (iii) any bodily injury, personal injury or property damage arising out of or in any way related to Company's acts or omissions; and (iv) any violation by Company of any federal, state, county or local law or regulation pertaining to {00059528.DOC.3} SOLID WASTE YDIsposAL AGREEMENT 8 Company's operations. This obligation shall survive the expiration or earlier termination of this Agreement. 18. Default, Termination. 18.1 Default. Event of Default. The terms "event of default" and "default" shall mean either Party's failure to observe, comply with or perform (as the case may be) any covenant, condition or obligation on its part to be performed, complied with or observed, as provided in this Agreement. 18.2 Failure to Pay Amounts Due. Cities shall be in default hereof if it fails to timely pay any invoiced amount in accordance with the terms set forth in Section 15 above. Effective upon not less than five (5) days' notice to Cities, Company may suspend Cities and Contractor's access to the Landfill until such time as Cities have paid Company the undisputed invoiced amount. Notwithstanding any suspension of Cities and Contractor's access to the Landfill by Company, Cities shall remain obligated to comply with all provisions of this Agreement, including, without limitation, Section 3. 18.3 Default, Ri t to Cure. A Party shall be in default hereof if it breaches or fails to perform any non - monetary covenant, condition, agreement representation or warranty contained in this Agreement and fails to cure such breach or failure for fifteen (15) days after the other Party has given the breaching Party written default notice; provided, however, that, if such failure or breach is of such nature _ as to not be curable within said fifteen (15) -day period, an event of default shall occur if the breaching or failing Party shall have failed to commence curative action within the prescribed fifteen (15) -day period and prosecuted the same with due diligence to completion thereafter but in no event beyond forty-five (45) days after receipt of the default notice. 18.4 Remedy upon Default. In any such event of default, the non - breaching Party may: (i) terminate this Agreement; and (ii) have recourse to any other right or remedy to which it may be entitled by law, including, but not limited to, the right of all damage or loss suffered as a result of such breach or default. In the event either Party waives default by the other Party, such waiver shall not be construed or determined to be a continuing waiver of the same or any subsequent breach or default. 19. Miscellaneous. 19.1 Force Majeure. Except with respect to the payment of money owed for Disposal services hereunder, the performance of this Agreement by either Party may be suspended and the obligations hereunder excused or extended in the event, and during the period, that such performance is prevented by a cause or causes beyond that Party's reasonable control but only to the extent such cause or causes were unforeseeable or not the result of that Party's negligent or intentional act or failure to act when there was a duty to act. Matters beyond the control of either Party include, but are not limited to, injunctions or restraining orders making the performance of this Agreement impossible, and governmental or judicial action or inaction, revoking, suspending, or preventing issuance of any licenses or permits required for operation of the Landfill, in the case of Company, or Contractor's collection, transfer and transportation facilities (00059528.DM.3) SOLID WASTE DISPOSAL AGREEMENT 9 or equipment, or adversely affecting the interstate or international flow of Waste (a "Force Majeure Event "). In the event of disruption of services due to a Force Majeure Event, Company shall, and Cities shall direct Contractor to, make every reasonable effort to reopen their respective facilities as soon as practicable after the cessation of the cause of suspension of services, and will take all reasonable steps to overcome the cause of cessation of services. 19.2 Compliance with Laws. During the Term, Company will comply with all present and future federal, state and local statutes and ordinances regulating the Landfill, and with all other rules and regulations and amendments thereto imposed by all federal and state regulatory agencies having jurisdiction over the operation of the Landfill., Cities warrant that they and Contractor are, and at all times during the Term will be, in compliance with all state, Federal, county and other local laws, permits and licenses concerning the collection, handling and transportation of waste covered by this Agreement. Cities shall direct Contractor to at all times maintain in effect all licenses and permits for the generation of Acceptable Waste covered by this Agreement required by any and all agencies that may have jurisdiction over Contractor's operations. 19.3 Independent Contractor. Each Party is and shall perform their respective obligations under this Agreement as independent contractors and, as such, shall have and maintain complete control over all of their respective employees, agents and their conduct of operations. Neither Party, nor anyone employed by it, shall be, represent, act, purport to act or be deemed to be the agent, representative or employee of the other Party. 19.4 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties relating to the Disposal of the Waste materials described herein and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties regarding same and supersedes any and all terms and conditions which may exist in any form with any Party regarding Contractor's and Cities' Disposal of Waste at the Landfill. 19.5 Notices. All notices or other communications to be given hereunder shall be in writing and shall be deemed given when mailed by Registered or Certified United States mail, or by nationally recognized overnight courier with proof of delivery: To City of Gilroy: City of Gilroy 7351 Rosanna Street Gilroy, CA 95029 Attention: City Administrator Phone: 408 - 846 -0400 To City of Morgan Hill: City of Morgan Hill 17575 Peak Ave. Morgan Hill, CA 95037 Attention: City Manager Phone: 408 - 779 -7271 {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 10 To Company: Waste Solutions Group Of San Benito, LLC Attn: Division Vice President 2650 John Smith Road Hollister, CA 95023 Phone: (831) 637 -4515 Fax: (831.) 635 -9621 With Copy to: Waste Connections, Inc. Attn: Legal Department 3 Waterway Square Place Suite 110 The Woodlands, Texas 77380 Phone: (832) 442 -2200 Fax: (832) 442 -2290 Any changes of address by either Party affecting the notice provision of this Agreement shall be by notice given to the other in the same manner as specified above. 19.6 Attorney's Fees. In the event of any dispute between the Parties with respect to the subject matter hereof, the prevailing Party shall recover its costs and expenses including reasonable attorney fees, witness fees (including experts), and discovery costs, all of which shall be included in and as a part of the judgment or award rendered in such litigation or arbitration. 19.7 Specific Services. This is an Agreement for the performance of specific services described herein. Under no circumstances or conditions shall the operations of the Landfill by Company, in accordance with this Agreement, be deemed a public function, nor has Contractor or Cities acquired an interest, ownership or otherwise in the real or personal property or improvements or fixtures at the Landfill by virtue of this Agreement. 19.8 Amendment. No amendment, modification or change to this Agreement shall be effective unless the same shall be in writing and duly executed by the Parties. 19.9 Applicable Law. The terms and conditions of this Agreement shall be construed in accordance with the laws of the State of California, without regard for the state's conflict of laws rules. 19.10 Section Headings. The section headings in this Agreement are inserted for convenience only and shall not be considered as a part of this Agreement or as a limitation or enlargement of the scope or meaning of the particular sections to which they refer, and shall not affect the interpretation of any provisions of this Agreement. 19.11 Severability. In the event that any provisions of this Agreement shall, for any reason, be determined to be invalid, illegal or unenforceable in any respect, the Parties shall negotiate in good faith and agree to such amendments, modifications or supplements of or to this Agreement or such other appropriate actions as shall, to the maximum extent practicable in light of such determination, implant and give effect to the intentions of the Parties as reflected herein, and other terms of this Agreement, as so amended, modified, supplemented or otherwise affected by such actions, shall remain in full force and effect. {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 11 19.12 Further Assurances. Each Party shall use all reasonable efforts to provide such information, execute and deliver any instruments and documents and take such action as may reasonably be necessary or reasonably requested or required by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those contemplated in this Agreement to give full effect to this Agreement and to carry out the intent of this Agreement. (Remainder of Page Intentionally Leff' Blank; Signature Page Follow& {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 12 IN WITNESS WHEREOF, the Parties have executed this Solid Waste Disposal Agreement by their duly authorized agents, as of the date first above written. CITIES: CITY OF GILROY, CALIFORNIA By: Name: Thomas J. H g and 1 Title: City Administrator ATTEST: By: V L44 Name: S a Freels Title: City Clerk APPROVED AS TO FORM: 7 By: Name: Linda Callon Title: City Attorney / CITY OF MORGAN hULL, CALIFORNIA By: _ /A --- Name: Steve Rym Title: City Manager ATTEST: By: . jUjWrW--- Name: Michelle Wilson Title: Deputy City Clerk APPROVED AS TO FORM: COMPANY: WASTE SOLUTIONS GROUP OF SAN BENITO, LLC, a Delaware limited liability company By: (>AAA-0 - Name: Paul Nelson Title: Divisional Vice President By: l i Name: Renee urza Title: City Attorney {00059528.DOC.3} SOLID WASTE DISPOSAL AGREEMENT 13 EXHIBIT A INSURANCE COVERAGE LIMITS Coverage Limits of Liability 1. Automobile Liability with broadened form $1,000,000 minimum CSL per occurrence pollution coverage, for all vehicles used in the performance of duties under this Agreement 2. Automobile Property Damage, for all $1,000,000 minimum CSL per occurrence vehicles used in the performance of duties under this Agreement. 3. Commercial General Liability 4. Employer's Liability 5. Workers' Compensation 6. Excess / Umbrella Liability $1,000,000 minimum CSL per occurrence $1,000,000 each accident $1,000,000 disease $1,000,000 each employee Statutory as prescribed by state law $5,000,000 in excess of 1, 2, 3 & 4 above ® All policies, except workers' compensation, will add the other party as an additional insured. • All policies will contain waivers of subrogation in favor of the other party. • All policies will be written on an occurrence form basis. ® All insurance companies providing the policies herein shall be listed in the most recent edition of A.M. Best's insurance reports with a size category of VII or larger, and a rating classification of A- or better. These A.M. Best ratings are to be maintained throughout the Term of this Agreement. t00059528.DOC.3) SOLID WASTE DISPOSAL AGREEMENT 14 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1 07,01/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION 1S WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services west, Inc. Portland Oregon Office 851 SW 6th Avenue suite 385 CONTACT NAME: AIC,No,�: (866) 283 -7122 aC No.): (600) 363 -0105 E -MAIL .ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# Portland OR 97204 -1309 USA INSURED INSURER A: ACE American insurance Company 22667 Waste Connections, Inc. 3 waterway Square Place suite 110 INSURER B: Indemnity insurance Co of North America 43575 INSURER C: Liberty Insurance Underwriters, Inc. 19917 The woodlands TX 77380 USA INSURER D: INSURER E: INSURER F: $ 5 , 000 COVERAGES CERTIFICATE NUMBER: 570054430070 REVISION NUMBER:. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE.BEEN_ISSUED TO THE INSURED NAMED ABOVE, FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION_ OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, . EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INS -LTR TYPE OF INSURANCE 7N D WVD POLICY NUMBER POLICY MM/DD LIMBS X COMMERCIAL GENERAL LIABILITY HDGG EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR PREMISES Ea occurrence $ 5 , 000 MED EXP (Any one person) Excluded PERSONAL& ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERALAOGREGATE $2,000,000 X .POLICY ❑�Ea 7 LOC PRODUCTS - COMPIOPAGG $1,000,000 OTHER: A AUTOMOBILE LIABILITY ISA H08684947 08/01/2013 08/01/2014 COMBINED SINGLE LIMIT accident) $5,000,000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) - - - ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident c x UIMBRELLALIAB x OCCUR 100005156508 08 01 2013 08 01 2014 EACH OCCURRENCE 5,000,000 _ EXCESS LIAB CLAIMS -MADE AGGREGATE - $5,000,000 `- - -- DED I RETENTION B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNER /EXECUTIVE OFFICERIMEMBEREXCLUDED? Q (Mandatory In NH) If yes, describe under ., DESCRIPTION OF OPERATIONS below NIA WLRC 7 3 - A05 WLRC47330014 AZ, CA, MA - 2 08/01/2013 —OTITM014 08/01/2014 X I PER STATUTE OTH. - - -- - — - E.L. EACH ACCIDENT $11.500,-000 E.L. DISEASE -EA EMPLOYEE $1.,.500,000 E.L. DISEASE -POLICY LIMIT $1,500,050 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddlNonal Remarks Schedule, may be attached if more space Is required) Named Insured Includes: waste Connections, Inc. and all wholly owned subsidiaries. City of Gilroy is included as Additional insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. A waiver of subrogation is granted in favor of City of Gilroy in accordance with the policy provisions of the General Liability, Automobile Liability and workers Compensation policies. Umbrella Liability follows form. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, .NOTICE WILL BE DELIVERED IN ACCORDANCE WITH. THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna street Gilroy CA 95029 USA �ladtdtaasa6 eJsrit+dxl /�ed��� 01988 -2014 ACORD CORPORATION. All rights reserved.. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD d c 'O d 0 S O Z V s R� CERTIFICATE OF LIABILITY INSURANCE DATE(M 07/01/22014 014 M/ W) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND-CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk insurance Services west, Inc. Portland Oregon Office 851 5W 6th Avenue suite 385 CONTACT NAME: (A/C No.Ext: (866) 283 -7122 aC.NO.: (800) 363 -0105 E -MAIL. ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Portland OR 97204 -1309 USA INSURED INSURER A: ACE American insurance Company 22667 Waste Connections, Inc. 3 waterway Square Place Suite 110 INSURER 8: indemnity insurance Co of North America 43575 INSURER C: Liberty insurance underwriters, Inc. 1.9917 The woodlands TX 77380 USA INSURER D: INSURER E: INSURER F.. $5'000 COVERAGES CERTIFICATE NUMBER: 570054430052 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT, OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MIDD M I D LIMITS Morgan Hill CA 95037 USA X COMMERCIAL GENERAL LIABILITY HDOG - EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑OCCUR PREMISES (Ea occurrence) $5'000 MED EXP (Any one person) Excluded PERSONAL aADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X . POLICY ❑ HERO- 7 LOC PRODUCTS- COMP /OP AGG $1,00o'000 OTHER: A AUTOMOBILE LIABILITY ISA H08684947 08/01/2013 08/01/2014 COMBINED SINGLE LIMB (Ea accident) $5,000,000 BODILY INJURY ( Per person) ANYAUTO BODILY. INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS 'HIRED AUTOS NON -OWNED D AUTOS I PROPERTY DAMAGE Per accident c X UMBRELLA LIAB X OCCUR 100005156508 08/01/2013 08/01/2014 EACH OCCURRENCE $5,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5 , 000, 000 _DED1 IRETENTION B A _ WORKERS - COMPENSATION AND EMPLOYERS' LUIBIUTY ANY PROPRIETOR / PARTNER /EXECUTIVE YIN IME OFFICERMBEREXCLUDEW [E] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WLRC4 A05 WLRC47330014 AZ, CA, MA 8 0 2 3 08/01/2013 08/01/2014 08/01/2014 x PER STATUTE I OTH- ER E.L. EACH ACCIDENT $1,500,000 E.L. DISEASE -EA EMPLOYEE $1,500,000 EL. DISEASE -POLICY LIMIT $1,500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Named Insured includes: waste Connections, Inc. and all wholly owned subsidiaries. City of Morgan Hill is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. A waiver of Subrogation is granted in favor of City of Morgan Hill in accordance with the policy provisions of the General Liability, Automobile Liability and workers Compensation policies. umbrella Liability follows form. W 0 0 n 0 Z V t:. d U CERTIFICATE HOLDER CANCELLATION at 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Morgan Hill 17575 Peak Ave. AUTHORIZED REPRESENTATIVE Morgan Hill CA 95037 USA 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Mar 0414'01:58p POLICY.NUMBER: HDO G25840094 P.1 Endorsement Number. 26 COMMERCIAL GENERAL UABtLiTY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury'; "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the ads or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the ,insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. Vllith respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Mar 0414,01:59p POLICY NUMBER: HDO G2584 X, Endorsement Number: 38 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies COMMERCIAL GENERAL LIU PRODUCTSICOMPLETED O provided under the following: ILITY COVERAPE PART :RATIONS LIA ILITY COVERAGE PART Name Of Additional Insu Or Or anizatio Fu Person(s) Location And_Descri tion Of Cotn leted Operations Any person or organization whom have agreed to All locations where you perform work for such additional include as an additional insured u der a written insured pursuant to any such written contract. contract, provided such contract executed p rio r to the date of loss. Information required to complete is Schedule, if rilot shown above, will be shown in the Declarations. A. Section II — Who Is An Insw include as an additional insure organization(s) shown in the with respect to liability for "property damage" caused, in v "your work" at the location described in the Schedule of performed for that additioi included in the "products -corn hazard ". However. 1. The insurance afforded t+ insured only applies to the by law; and 2. If coverage provided to the is required by a contract i insurance afforded to such will' not be broader than tt required by the contract provide for such additional li d is ai the pi :hedul+ )edify sole or desigr tis en d ins such extent ditional insured agreement, the ditional insured which you are agreement to B. With respect to the insurance afforded to these additional Insureds, the following is added to Section 111 — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 1 a Insurance Services Office, Inc., 2012 Page 1 of 1 Mar 04 1401:59p POLICY NUMBER: HDO G2584 WAIVER OF This endorsement modifies ins COMMERCIAL GENERAL PRODUCTSICOMPLETED M Endorsement Number: 54 COMMERCIAL. GENERAL LIABILITY CG 24 04 e5 09 NSFER OF RIGHTS OF RECOVERY UNST OTHERS TO US provided under the following: LITY COVERAGE PART RATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: right of recovery in a written contract Any person or organization against whom you have agreed to waive your provided such contract was executed prior to the date of loss. Information required to complete t is Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragra Rights Of Recovery Against Section IV —Conditions: We waive any right of recovery we the person or organization shows above because of payments we i damage arising out of your ongc "your work" done under a contrac or organization and included i completed operations hazard". TI only to the person or organizati Schedule above. 8. Transfer Of ere To Us of may have against in the Schedule lake for injury or ng operations or with that person i the "products - is waiver applies m shown in the CG 24 04 06 09 1 0 Insurance Services Office, Inc.. 2008 Page 1 of 1 Mar 0414'02:00p NON - CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS p.4 Named Insured Endorsement Number Waste Connections, Inc. 15 Policy Symbol Polity Number Policy Period Effective Date of Endorsement HDO G25840094 I 0810112013 to 08/01/2014 Issued By (Name of urance Company) ACE American Insurance Company Insert the policy number. The remainder of the inFormetion is lobe completed only when this endorsement is issued subsequent to the preparation of the Klicy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE Schedule Organization Additional Insured Endorsement Any additional insured with whom you have agreed to provide such non - contributory insurance, pursuant to and as required under a written contract executed prior to the date of loss.. (if no information is filled in, the schedule shall read: All persons or entities added as additional insureds through an endorsement with the term 'Additional insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section iV.4.a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured ") for a lass we cover under this policy, this insurance will apply to such Joss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. . Authorized Agent LD -20287 (06106) Page 1 of 1 k °" CERTIFICATE OF LIABILITY INSURANCE °ATa(M92o14""' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY -AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED,. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Aon Risk Insurance services west, Inc. Portland Oregon Office 851 5W 6th Avenue suite 385 CONTACT -NAME' (NC,No.Ext): (866) 253 -7122 AC No.): (800) 363 -0105 E -MAIL ADDRESS: Portland OR 97204 -1309 USA X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ -0CCUR INSURER(S) AFFORDING COVERAGE NAIC 0 INSURED INSURER A: ACE American Insurance Company - 22667 waste Connections, Inc. 3 waterway square Place Suite 110 The woodlands TX 77380 USA INSURER B: Indemnity Insurance Co of North America. - — 43575 INSURER C: Liberty Insurance Underwriters, Inc. 19917 INSURER D: MED EXP (Any one person) EXcI uded INSURER E: .INSURER F: COVERAGES CERTIFICATE NUMBER-.570054 31 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, . EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are _as_requested LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MMlDDIYYYY 'XP MMA]D LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ -0CCUR HDOG EACH OCCURRENCE $1,000,000 PREMISES Ea occurrence) $ 5,'000 MED EXP (Any one person) EXcI uded PERSONAL& ADV INJURY $1,.000,000 GEN'LAGGREGATE LIMITAPPLIES PER: PRO X POLICY JECT F_� LOC GENERALAGGREOATE $2,000, O00 PRODUCTS - COMP /OP AGG $1,000,000 OTHER: A AUTOMOBILE LIABILITY ISA H08868256 08/01/2014 08/01/2015 COMBINED SINGLE LIMIT Ea accidenO - S5,000,000 BODILY INJURY ( Per person) X ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) HIREDAUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident -- C X UMBRELLA 70CCUR 100005156509 08/01/2014 08/01/2015 EACH OCCURRENCE $5,000,000 EXCESS.LIAe S -MADE - AGGREGATE $_5,000,000 DED. RETENTION B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER I EXECUTIVE OFFICERIMEMBER EXCLUDED7 F9 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WLRC48128154 ADS WLRC48128166 AZ, CA, MA 08/01/2014 08/01/2014 78/01/2015 08/01/2015' X PER STATUTE OTH- ER H E.L. EACH ACCIDENT $1, SOO, 000 E.L. DISEASE -EA EMPLOYEE $1,500,,000 E.L. DISEASE - POLICY LIMIT S1,500,000 DESCRIPTION OF OPERATIONS ! LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Named Insured Includes: waste Connections, Inc. and all wholly owned subsidiaries. City of Gilroy is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. A waiver of Subrogation is granted in favor of City of Gilroy in accordance with the policy provisions of the General Liability, Automobile Liability and workers compensation policies. umbrella Liability follows form. m r«. c 41 a m 'o 'o 2 n °o 0 0 O Z m Ip V iC 1: d U I® 2P CERTIFICATE HOLDER CANCELLATION �? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, .NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE 7351 Rosanna street Gilroy CA 95029 USA Y Jell 9"WI)LIL'I'm ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE oaT'IMMIOD/YYYY) 07/19/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. if SUBROGATION 1S WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Aon Risk insurance Services west, Inc. Portland Oregon Office CONTACT NAME: PHONE (866) 283 -7122 FAX (800) 363 -0105 (AIC.Nm Ext): AIC.No.: 851 SW 6th Avenue suite 385 E-MAIL ADDRESS: Portland OR 97204 -1309 USA Morgan Hill CA 95037 USA n ✓�in.�rLtanc>, ctvex� EACH OCCURRENCE INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: ACE American insurance Company 22667 waste Connections, Inc. 3 waterway Square Place Suite 110 INSURERS: Indemnity Insurance Co of .North America 43575 INSURER C: Liberty insurance underwriters, Inc. 19917 The woodlands Tx 77380 USA INSURER D: MED EXP (Anyone person) EXCi tided INSURER E: INSURER F: GUVtKAUt3 GtKI IhII:AIt NUMtdtK:.01UUb4bb443Z REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.' LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR. TYPE OF INSURANCE INSO WVO POLICY. NUMBER MMIDD MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY 17575 Peak Ave. HDOG Morgan Hill CA 95037 USA n ✓�in.�rLtanc>, ctvex� EACH OCCURRENCE $1,000,000 CLAIMS -MAOE ❑OCCUR PREMISES Ea occurrence) $5,000 MED EXP (Anyone person) EXCi tided - PERSONAL &ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE S2 , 000, OOO X POLICY ❑ PRO- LOC PROOUCTS- COMPIOPAGG $1,000,000 OTHER: A AUTOMOBILE LIABILITY ISA H08868256 08/01/2014 08/01/2015 COMBINED SINGLE LIMIT a accident $5,000,000 BODILY INJURY (Per person) X ANYAUTO i ALLOWNED H SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE Per aecitlent D X UMBRELLA LIAB X OCCUR 100005156509 08/01/2014 08/01/2015 EACH OCCURRENCE $5 , 000 , 000 EXCESS LIAB CLAIMS -MADE AGGREGATE $5,000,000 DED RETENTION B' A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICERIMEMBEREXCLUDED7 NIA WLRC48128154 AOS WLRC48128166 08/01/2014 '08/01/2014 08/01/2015' 08/01/2015. PER STATUTE OTH- X ER E.L. EACH ACCIDENT $1,500,000 E.L. DISEASE -EA EMPLOYEE $1,500,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below I AZ, CA, MA I I E.L. DISEASE- POLICY LIMIT S1,500 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,. Additional Remarks. Schedule, maybe attached if more space Is required) - Named Insured includes: waste Connections, Inc. and all wholly owned subsidiaries. City of Morgan Hill is included as Additional insured in accordance with the polity provisions of the General Liability and Automobile Liability policies. A waiver of Subrogation is granted in favor of City of Morgan Hill in accordance with the policy provisions of the General Liability, Automobile Liability and workers Compensation policies. umbrella Liability follows form. CERTIFICATE HOLDER CANCELLATION ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 1 . W tn Ri f� mE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Morgan Hill- AUTHORIZED REPRESENTATIVE 17575 Peak Ave. Morgan Hill CA 95037 USA n ✓�in.�rLtanc>, ctvex� ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 1 . W tn Ri f� mE POLICY NUMBER: HDO G27627122 Endorsement Number: 115 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Gilroy City of Morgan Hill Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and B. With, respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 © Insurance Services Office. Inc., 2012 Page 1 of 1