Ordinance No. 2022-08 | Short-Term Interim Franchise Agreement w/ Recology | Adopted 08/15/2022ORDINANCE NO. 2022-08
AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GILROY ADOPTING A SHORT-TERM INTERIM FRANCHISE
AGREEMENT WITH RECOLOGY SOUTH VALLEY FOR SOLID
WASTE HAULING SERVICES AND A FINDING THAT ITS ACTION IN
ADOPTING THE ORDINANCE IS EXEMPT FROM REVIEW UNDER
THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (“CEQA”)
PURSUANT TO CEQA GUIDELINES SECTION 15061(B)(3) (COMMON
SENSE EXEMPTION) IN THAT THE PROPOSED ORDINANCE WILL
CONTINUE AN EXISTING STATE-MANDATED PROGRAM FOR THE
PROTECTION OF PUBLIC HEALTH AND THE ENVIRONMENT, AND
NONE OF THE CIRCUMSTANCES IN CEQA GUIDELINES SECTION
15300.2 APPLY
WHEREAS, the City of Gilroy (City) is a municipal corporation, duly organized under
the constitution and laws of the State of California; and
WHEREAS, pursuant to California Constitution Article XI, Section 7, and the City
Charter, Section 600, the City Council has the authority to enact ordinances which promote the
public health, safety and general welfare of its residents, including sanitation ordinances and
regulations; and
WHEREAS, the provision of sanitary solid waste hauling services is an essential
component to protecting public health, safety, and welfare, and is a state mandated service; and
WHEREAS, solid waste hauling services are contracted through an exclusive franchise
agreement, and enacted pursuant to Article XIII of the City Charter entitled “Franchises”; and
WHEREAS, Section 1302 of Article XIII of the City Charter places a term limitation on
franchise agreements at a maximum of 25 years; and
WHEREAS, the existing franchise agreement was adopted on September 2, 1997, which
establishes the 25-year limitation date to be up to and including September 2, 2022, necessitating
a new franchise agreement by that date; and
WHEREAS, the City has been in negotiations on a new franchise agreement with
Recology South Valley, but has not yet reached a formal agreement which is inclusive of all the
additional duties and requirements of recent state legislation regarding organics and recycling; and
WHEREAS, a franchise agreement is required to continue providing solid waste hauling
services, a state mandate, generating an urgent need to place a franchise agreement for solid waste
hauling services into effect; and
WHEREAS, failure to have a franchise agreement in effect for any period of time would
cause garbage to accumulate within the City of Gilroy, which would cause a visual nuisance and
noxious odors, and which could attract vermin and other pests, contribute to pollution, and
facilitate the spread of disease-causing pathogens; and
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Ordinance No. 2022-08
Short-Term Interim Franchise Agreement w/ Recology
City Council Regular Meeting | August 15, 2022
Page 2 of 3
WHEREAS, the City and Recology South Valley have developed a short-term interim
exclusive franchise agreement, attached as Attachment “A” and incorporated herein by reference,
which retains essential services while a new franchise agreement is finalized and begins the first
phase of implementing the organics and recycling requirements as imposed by recently adopted
State law; and
WHEREAS, adopting this Ordinance is exempt from review under the California
Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15061(b)(3)
(Common Sense Exemption) in that the proposed ordinance will continue an existing state-
mandated program for the protection of public health and the environment, and none of the
circumstances in CEQA Guidelines Section 15300.2 apply.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GILROY DOES
HEREBY ORDAIN AS FOLLOWS:
SECTION I
The foregoing recitals are true and correct and are incorporated herein by this reference.
SECTION II
That the short-term interim franchise agreement between the City and Recology South Valley,
attached as Attachment “A” is hereby adopted.
SECTION III
This urgency ordinance, pursuant to Gilroy City Charter, Article VI, Section 602, is hereby
declared by the City to be necessary as an urgent measure and shall take effect immediately and
be in full force and effect after its approval and adoption based on the following:
a. The City Council finds that the City is required to provide solid waste hauling services for
the protection of public health and safety for reasons set forth in the recitals, and to meet
legal obligations placed upon it by the State of California in furtherance of these two
essential needs.
b. The City Council finds that the provision of this service, as a utility, is to be provided by a
franchise agreement as indicated in the City Charter. The City Charter limits franchise
agreements to 25 years, of which the City’s current franchise agreement will reach the 25-
year limit on September 2, 2022, before the next City Council meeting, and before a regular
ordinance authorizing an exclusive franchise agreement can be in effect. Finalizing
negotiations of a franchise agreement has been delayed by the negotiation of terms and
conditions implementing the organics and recycling requirements as imposed by recently
adopted State law.
c. The City Council finds that the provision of services without a current franchise agreement
is made a misdemeanor by the City Charter, which would prevent the City’s current solid
waste hauler from providing its service to meet the City’s obligations relating to health,
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Ordinance No. 2022-08
Short-Term Interim Franchise Agreement w/ Recology
City Council Regular Meeting | August 15, 2022
Page 3 of 3
safety and general welfare of the public beyond September 2, 2022, therefore creating a
public health threat.
d. The City Council finds that the City has a franchise agreement in place, and a new one is
being negotiated, but will not be ready in time for adoption as this urgency ordinance
agreement, necessitating the short-term interim agreement proposed, and this ordinance to
take effect immediately to complete the franchise agreement process to continue essential
services during the intervening time until the negotiated franchise agreement can be
finalized.
SECTION IV
If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be
invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of
this ordinance. The City Council of the City of Gilroy hereby declares that it would have passed
and adopted this ordinance, and each section, subsection, sentence, clause or phrase hereof,
irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases
may be declared invalid or unconstitutional.
SECTION V
This Urgency Ordinance is adopted pursuant to Gilroy City Charter, Section 602. The City Clerk
shall certify to the adoption of this Urgency Ordinance and cause the same to be published in the
manner prescribed by law, and it shall become effective immediately upon its adoption.
PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF GILROY this 15th
day of August, 2022 by the following vote:
AYES: COUNCIL MEMBERS: ARMENDARIZ, BRACCO, HILTON,
LEROE-MUÑOZ, MARQUES, TOVAR,
BLANKLEY
NOES: COUNCIL MEMBERS: NONE
ABSTAIN: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
APPROVED:
Marie Blankley, Mayor
ATTEST:
_______________________
Thai Nam Pham, City Clerk
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CERTIFICATE OF THE CLERK
I, THAI NAM PHAM, City Clerk of the City of Gilroy, do hereby certify that the attached
Ordinance No. 2022-08 is an original ordinance, or true and correct copy of a city Ordinance,
duly adopted by the Council of the City of Gilroy at a Regular Meeting of said held on Council
held Monday, August 15, 2022, at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of
the City of Gilroy this Monday, August 15, 2022.
____________________________________
Thai Nam Pham, CMC, CPMC
City Clerk of the City of Gilroy
(Seal)
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SHORT TERM INTERIM FRANCHISE AGREEMENT BETWEEN
THE CITY OF GILROY
AND
RECOLOGY SOUTH VALLEY
FOR SOLID WASTE AND RECYCLING SERVICES
Attachment A
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Table of Contents
INTERIM FRANCHISE AGREEMENT ......................................................................................................3
1)Definitions ......................................................................................................................................... 4
2)Conditions to Effectiveness of Agreement ....................................................................................... 6
3)Contractor Status and Authorization ................................................................................................ 6
4)Scope of Contractor's Services .......................................................................................................... 6
5)Contractor's Equipment and Personnel .......................................................................................... 10
6)Rights and Obligations Affecting Customers................................................................................... 12
7)City's Responsibilities ...................................................................................................................... 12
8)Exclusivity ........................................................................................................................................ 12
9)Recordkeeping and Reports ............................................................................................................ 13
10)Rates and Charges ....................................................................................................................... 14
11)Payments ..................................................................................................................................... 15
12)Performance Audits and Liquidated Damages ........................................................................... 16
13)Relationship of Parties ................................................................................................................ 17
14)Guaranty ..................................................................................................................................... 18
15)Insurance ..................................................................................................................................... 19
16)Assignment .................................................................................................................................. 19
17)Dispute Resolution ...................................................................................................................... 19
18)Term and Termination of Agreement ......................................................................................... 19
19)Notices ........................................................................................................................................ 21
20)Miscellaneous Provisions ............................................................................................................ 21
EXHIBIT "A" – Collection Schedules and Rules .................................................................................. 24
EXHIBIT "B" – Container Specifications and Rules .............................................................................. 26
EXHIBIT “C” – Extra Pickup and Other Special Services ...................................................................... 27
EXHIBIT "D" – Customer Service Standards ....................................................................................... 31
EXHIBIT "E" – Collection Vehicle Specifications ................................................................................. 33
EXHIBIT "F" – Monthly Reports ......................................................................................................... 34
EXHIBIT "G" – Approved Collection and Special Service Rates ............................................................ 35
EXHIBIT "H" – Form of Monthly Billing and Collection Report ............................................................ 39
EXHIBIT "I" – Liquidated Damages for Failure to Perform .................................................................. 40
EXHIBIT "J" – Guaranty of Performance ............................................................................................ 41
EXHIBIT "K" – Required Insurance Coverages .................................................................................... 43
Attachment A
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INTERIM FRANCHISE AGREEMENT
This Interim Agreement (“Agreement”) is made and entered into this 15th day of August, 2022
("Effective Date") by and between the CITY OF GILROY ("City"), a municipal corporation of the
State of California, and RECOLOGY SOUTH VALLEY ("Contractor"), a California corporation. City
and Contractor are sometimes collectively referred to herein as the "parties".
This Agreement is made with reference to the following facts:
A) City and Contractor are currently parties to an agreement dated September 2, 1997 by
which City granted to Contractor, whose corporate name at the time was South Valley
Disposal & Recycling, Inc., the franchise to collect, transport and dispose of garbage and
refuse produced within the corporate limits of City for the benefit and in the interest of the
health, safety and welfare of its citizens. That agreement was amended by that certain first
amendment dated as of July 6, 1999 (the “First Amendment”), as amended by that certain
second amendment dated June 19, 2000 (the “Second Amendment”), as amended by that
certain third amendment dated July 1, 2014 (the “Third Amendment”), as amended by that
certain fourth amendment dated June 20, 2022 (the “Fourth Amendment”) and, as
amended, is referred to herein as the "Prior Agreement". The franchise granted by the Prior
Agreement will terminate on August 31, 2022.
B) The parties mutually desire to enter into a new interim franchise as negotiations complete
on a more comprehensive franchise agreement. This Agreement includes the initial
expansion and implementation of obligations of Contractor relating to, among other things,
Phase 1 of the Commercial Generator Desktop Compliance Reviews for Senate Bill 1383
(“SB 1383”), Assembly Bill 1826 (“AB 1826”), and Assembly Bill 341 (“AB 341”) (collectively,
“State Legislation”) compliance, as well as outreach and education for the State Legislation,
as more particularly set forth in this Agreement’s Exhibit “C”. The City had previously
implemented a Source Reduction and Recycling Element as part of its general plan which
contains a series of programs designed to achieve the diversion goals of the California
Integrated Waste Management Act of 1989 (Public Resources Code Sections 40000 et seq.),
and it is the intention of Contractor and City, through the continued operation of those
programs established during the Prior Agreement, in addition to those contained in this
Agreement, to continue working together to achieve those goals.
C) Pursuant to powers expressly granted to cities and counties in Article XI, Section 7 of the
California Constitution, and also set forth in California Public Resources Code Section 40059,
Franchisor has the authority within its jurisdiction to regulate the handling of solid waste.
D) City has determined that it is in the best interests of City and its citizens to contract with
Contractor for an integrated waste management program for residential and commercial
premises within the corporate limits of City for the benefit and in the interest of the health,
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safety and welfare of its citizens. City has selected Contractor as its exclusive franchisee to
provide to City the services required for this integrated waste management program subject
to the provisions, terms and conditions set forth in this Agreement, and Contractor desires
to provide to City such services, which it represents to City that it has the necessary
expertise, resources, licenses and permits to provide in accordance with the provisions,
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the factual premises and the covenants and conditions
set forth in this Agreement, City and Contractor hereby agree as follows:
1) Definitions. For the purposes of this Agreement, certain words and terms shall be construed
as hereinafter set forth, unless it is apparent from the context that a different meaning is
intended.
A) "Affiliate" means all businesses (including corporations, limited and general
partnerships, limited liability companies, and sole proprietorships) which are directly or
indirectly related to Contractor by virtue of direct or indirect ownership interest or
common management. Such businesses shall be deemed to be "Affiliated with"
Contractor and included within the term "Affiliates" as used herein. An Affiliate shall
include a business in which Contractor owns a direct or indirect ownership interest, a
business which has a direct or indirect ownership interest in Contractor and/or a
business which is also owned, controlled or managed by any business or individual
which has a direct or indirect ownership interest in Contractor.
B) "Bulky Goods" means discarded furniture, carpets, mattresses, household appliances
including refrigerators, ranges, washers, dryers, water heaters, dishwashers and other
similar items (sometimes referred to as “White Goods"), and electronic equipment such
as stereos, televisions, computers, VCRs and similar items, and tires (but not other
automotive equipment or parts).
C) "Commercial Customer" means any person or legal entity which conducts a trade or
business in City and receives collection and other services described in this Agreement.
D) "Curbside" means on or near a curb forming the side of a street.
E) "Hazardous Material" means any material or combination of materials which, because
of its quantity, concentration or physical, chemical or infectious characteristics may
either (i) cause or significantly contribute to an increase in mortality or an increase in
serious irreversible, or incapacitating reversible illness, or (ii) pose a substantial present
or potential hazard to human health or environment when improperly treated, stored,
transported or disposed of or otherwise managed. Hazardous Material also includes
hazardous wastes as defined under California or Federal law or regulations promulgated
pursuant to any such law, as such law or regulations may from time to time be
amended. It is agreed and understood that neither Contractor nor City shall be deemed
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to be the generators of such Hazardous Material. Instead, Contractor’s customers shall
be deemed the generators of the Hazardous Material.
F) "Mixed Paper" means newspaper (including inserts) other paper products (including
magazines, catalogs and junk mail), corrugated cardboard, brown Kraft bags, paper
board, paper egg cartons, office ledger paper, envelopes and stationery, computer
paper, phone books, cereal boxes, shoe boxes and other similar paper products, and
such other items as may be agreed upon by the parties from time to time.
G) “Multi-Family Bin Customer” means any person, including owner or occupant, who
resides in City in a multi-family residential complex and receives bin refuse collection
service.
H) "Multi-Family Can Customer" means any person, including owner or occupant, who
resides in City in a multi-family residential complex and receives can refuse collection
service.
I) "Recyclable Materials" means "Mixed Paper" and glass, metal cans (including aluminum
and de-labeled tin), used motor oil (up to a maximum of three (3) gallons per Residential
Customer set out per week), used automobile motor oil filters, PEIB (polyethylene
terephthalate) bottles and containers, HDPE (high density polyethylene) containers, bi-
metal containers, and such other materials as may from time to time be mutually
agreed upon in writing by Contractor and City.
J) "Recycling Containers" means the receptacles provided by Contractor to Residential
Customers and Multi-Family Can Customers for the disposal of Mixed Paper and other
Recyclable Materials in accordance with this Agreement. "Recycling Containers" also
means any other receptacle which is provided by a customer for collection of Recyclable
Materials or Yard Waste and which is approved for such purpose by Contractor and City
and appropriately labeled as a recycling container.
K) "Refuse" shall mean all putrescible and non-putrescible solid, semisolid and/or liquid
wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes,
demolition and construction wastes, discarded home and industrial appliances,
vegetable or animal solid or semisolid wastes, and all wastes capable of being recycled
that are commingled with other waste. Refuse also means any other item defined as
"Refuse" in Section 12.1 of the Code of the City of Gilroy California, as such code is
amended from time to time during the term of this Agreement ("Code"). The term
"Refuse" shall not include Hazardous Materials, source-separated Recyclable Materials,
Yard Waste or stable matter (manure and other waste material normally accumulated in
stables or in livestock or poultry enclosures).
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L) "Refuse Containers" means the 32, 64 or 96-gallon refuse receptacles provided by
Contractor to Residential Customers or Multi-Family Can Customers for the disposal of
Refuse in accordance with this Agreement.
M) "Residential Customer" means any person, including owner or occupant, who resides in
City in a single-family residence.
N) "Yard Waste" means leaves, grass cuttings, weeds, vines, shrubbery, brush and tree
trimmings, but not tree limbs over two (2) inches in diameter. "Yard Waste" does not
include palm leaves, succulents, dirt, concrete or other refuse. Yard Waste also includes
all items defined as "Garden Refuse" in Section 12.24 of the Code. When combined with
food waste, “Yard Waste” is hereafter referred to as “Organic Waste”.
O) "Yard Waste Containers" means the 96-gallon receptacles provided by Contractor to
Residential Customers for the disposal of Yard Waste in accordance with this
Agreement.
2) Conditions to Effectiveness of Agreement. The obligation of City to permit this Agreement
to become effective and to perform its undertakings provided for in this Agreement is
subject to the satisfaction of each and all of the conditions set out below, each of which
may be waived in whole or in part by City:
A) Accuracy of Representations. Representations and warranties, made by Contractor
throughout this Agreement are accurate, true and correct on and as of the effective
date of this Agreement.
B) Furnishing of Insurance and Bonds. Contractor has furnished the insurance and bonds
required by this Agreement.
C) Effectiveness of City Council Action. City's action approving this Agreement shall have
become effective pursuant to California law.
3) Contractor Status and Authorization. Contractor is duly organized, validly existing and in
good standing under the laws of the State of California. It is qualified to transact business in
the State of California and has the power to own its properties and to carry on its business
as now owned and operated and as required by this Agreement. Contractor has the
authority to enter into and perform its obligations under this Agreement. The Board of
Directors or partners of Contractor (or the shareholders, if necessary) have taken all actions
required by law, its articles of incorporation, its bylaws or otherwise to authorize the
execution of this Agreement. The Persons signing this Agreement on behalf of Contractor
have authority to do so.
4) Scope of Contractor's Services.
A) In General.
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i) During the term of this Agreement, Contractor shall have the sole and exclusive
authority and obligation to collect, remove and dispose of all Refuse from
Residential Customers, Multi-Family Bin Customers, Multi-Family Can Customers and
Commercial Customers in accordance with the terms and conditions of this
Agreement. In order to ensure that Contractor is able to provide service to all
residents of the City, City shall notify Contractor in writing within ten (10) days of
every new customer who subscribes for water utility service from the City.
ii) In addition, during the term of this Agreement, Contractor shall have the sole and
exclusive authority and obligation to collect, remove and recycle all Recyclable
Materials and Yard Waste from (1) all Residential Customers, (2) all Multi-Family Can
Customers and (3) Commercial Customers and Multi-Family Bin Customers who have
subscribed for recycling services described in this Agreement in accordance with the
terms and conditions of this Agreement. Notwithstanding the authority granted to
Contractor herein, any Commercial Customer and Multi-Family Bin Customer or
Multi-Family Bin Customer may contract with an independent third party for
recycling services, provided that the independent third party receives no
compensation of any kind in connection with the provision of such services.
iii) Contractor's services will not include the collection or handling of Hazardous
Material, but if Contractor picks up identifiable Hazardous Material, Contractor shall
dispose of it properly and in accordance with all applicable laws and regulations.
iv) Contractor shall, at its sole cost and expense, except as otherwise provided herein,
furnish all labor, equipment and facilities required to perform all services required
by this Agreement.
v) Contractor shall maintain appropriate equipment and weigh all Refuse and
Recyclable Materials collection vehicles at the transfer station and at the landfill
disposal site. Information regarding load weights shall be included in the monthly
reports described in Section 9(a) of this Agreement.
B) Collection Schedule. Unless otherwise authorized by City in writing, Contractor shall
collect Refuse, Mixed Paper, Recyclable Materials and Yard Waste in accordance with
the applicable collection schedules and rules set forth in Exhibit "A" attached hereto and
incorporated herein by this reference. Contractor's schedules and routes shall be made
in consultation with the City.
C) Containers. Contractor shall purchase, provide and deliver to customers all Refuse
Containers, Recycling Containers, Yard Waste Containers and other approved
receptacles for the integrated waste management program services described in this
Agreement. The types, sizes and colors of the containers, and the printed labels placed
on the containers, shall be subject to the approval of City. The types, sizes, colors, labels
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and additional rules regarding such containers are described in Exhibit "B" attached
hereto and incorporated herein by this reference.
D) Service To Elderly and Disabled Residents. Residents who, by reason of age or disability,
are unable regularly to place their containers at the curb shall have the option of placing
their containers near their dwelling, visible from curbside, and Contractor will pick up
solid waste at this location and return the container to same location. Authorization for
residents to participate in this optional program shall come from the Contractor upon
request. Contractor will notify all residents of this option annually, beginning within
thirty (30) days of effectiveness of this Agreement. New customers shall be notified of
this option upon requesting service.
E) Disposal and Recycling Services.
i) City shall have the right to direct Contractor to deliver Refuse to a landfill or other
waste management facility designated by the City provided that the landfill or other
waste management facility has agreed to accept waste from the City. If the City does
not choose to exercise this right, Contractor shall select and use landfill sites for the
transportation, sorting and disposal of Refuse, which sites must be reasonably
acceptable to the City.
ii) Contractor shall collect, transport, sort, process, store, dispose of and recycle or sell
Mixed Paper, Recyclable Materials and Yard Waste collected from customers in
compliance with applicable federal, state and local laws and regulations governing
the collection, storage, processing, re-transport and recycling or disposal of such
items. Upon request from the City, Contractor shall identify the entity to which it
transfers Recyclable Materials and Yard Waste for processing. Recyclable Materials
and Yard Waste that has been segregated and collected as such shall not be
disposed of at landfill sites without the approval of the City, which approval shall not
be unreasonably withheld. The parties agree that, without limitation, it would be
unreasonable to withhold agreement if no person or entity is reasonably available
which will provide the service of recycling the materials.
iii) The City approvals regarding the manner and means of disposal and recycling that
are required by this Section shall be obtained prior to the commencement of
Contractor's services under this Agreement and prior to any change in the previously
approved manner or means of disposal or recycling.
F) Other Special Services.
i) Contractor shall provide the additional services described in Exhibit "C" attached
hereto and incorporated herein by this reference. Such services shall be provided at
no extra charge to the customers, except as otherwise provided in Exhibit "C" or in
any other Section of this Agreement.
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ii) Contractor shall provide, at no charge to City, collection, disposal and recycling
services to: (a) facilities owned, leased or operated by City, including the City Hall
complex, police and fire stations, Community Center, Corporation Yard, parks and
recreational facilities, including the golf course, Senior Center, Youth Center and
other similar or related facilities; (b) civic refuse programs conducted by City,
including City sponsored clean-up events and similar programs, to a maximum of six
(6) events with the provision of two (2) 20-yard bins per event; and (c) construction
and demolition projects on City property and involving City facilities. The free
recycling, civic programs and City projects services shall be on an "as needed" basis
and shall be completed at times and in a manner agreed to by City and Contractor.
Contractor shall also provide free dumping privileges by City for Refuse and debris
from City facilities, programs and projects at the designated landfill.
G) Disaster Assistance. In the event of wartime or natural, physical or other disasters
resulting in the declaration of a state of emergency by duly authorized authorities which
affect the areas in which Contractor's services are to be performed, Contractor shall
make available to City, at no cost to City, Contractor's equipment and personnel for
emergency operations to be conducted or directed by City's emergency organization.
City shall have the right to possess such equipment and temporarily borrow Contractor's
personnel as reasonably required for City to conduct required operations under the
direction and control of City's chief of disaster operations. Contractor shall also provide
to City such additional equipment and personnel as may be reasonably available to
Contractor to accomplish effective Refuse and debris removal during any declared state
of emergency.
H) Promotion of Recycling Program and Services.
i) Contractor shall use reasonable efforts to support and promote the City’s Recycling
Programs, and shall develop and implement promotional and enforcement
programs to educate, encourage and attain compliance from the public in the use of
recycling and organic waste services, as described in Exhibit "C" hereto. Contractor
shall contact customers during the term of this Agreement as needed to promote
and solicit compliance with recent State Legislation. Contractor shall furnish to City
at the end of the calendar year during the term of this Agreement a report
identifying the compliance level of customers with State Legislation. City will
cooperate with Contractor by allowing Contractor's use of the City newsletter and
public access cable television channel for Contractor's promotional program. City
shall have the right to review and consult with respect to all written materials
prepared by Contractor for publication or distribution by Contractor in connection
with Contractor's recycling program and other special services.
ii) Contractor will use its best efforts to render regular recycling and organic waste
services in accordance with this Agreement to all required Customers.
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I) Contractor Representative. Contractor shall designate a responsible employee with
qualifications reasonably acceptable to City to be the responsible contractor
representative with City in connection with this Agreement. Contractor's representative
shall be available for communications with City regarding this Agreement during regular
business hours. Unless otherwise stated herein, communications required or permitted
to be given or addressed to City shall be given or addressed to the City Administrator or
to other City officials who may be designated from time to time or for certain purposes
hereunder by the City Administrator.
J) Customer Service Standards. During the term of this Agreement, Contractor shall
maintain the Customer Service Standards which are described in Exhibit "D" attached
hereto and incorporated herein by this reference.
K) Non-Discrimination. Contractor shall not discriminate against any person on the basis of
any characteristic identified in Civil Code Section 51, as the same may be renumbered or
amended from time to time, or on any other basis prohibited by state or federal law or
City ordinance.
L) Service Goals.
i) Contractor shall cooperate with City in the establishment, at least annually, or more
frequently if requested by City, of service goals for (1) recycling and special services
which will enable Contractor to increase public support and use of these services
and to meet or exceed Contractor's warranty regarding commercial recycling set
forth in Section 4(h)(ii), (2) quality of customer service which will enhance customer
satisfaction and reduce or limit liquidated damages that may be assessed in
accordance with Section 12(b), and (3) disposal reduction and diversion which will
enable City to achieve and exceed the State mandated levels.
ii) If established service goals are not met, at City's request, Contractor shall prepare
and submit to City for its review and approval a plan of action to meet such goals. If
established service goals are not met, Contractor shall use due diligence and best
efforts to increase the amount and enhance the effectiveness of the services
required under this Agreement. If the parties agree that new and additional kinds of
services are required, Contractor and City shall negotiate the terms and conditions
for providing such new services, including an adjustment to the permitted rates and
charges under this Agreement. If quality of customer service goals established
pursuant to subsection (L)(i)(2) of this Section are not met, City may increase
corresponding liquidated damages up to one hundred percent (100%) for a period of
up to one (1) year.
5) Contractor's Equipment and Personnel.
A) Collection Equipment.
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i) All items collected under this Agreement shall be conveyed in well-maintained
modern equipment, so constructed and so loaded that there will not be any leakage
or loss of such items from the equipment. All tools, vehicles and receptacles utilized
by Contractor in performing the services under this Agreement shall be of a type
capable of handling such Refuse, Recyclable Materials and Yard Waste for which
they are used and shall be kept clean and in a good state of repair.
ii) Contractor's collection vehicles shall be identified, painted and subject to inspection
and other rules as set forth in Exhibit "E" attached hereto and incorporated herein
by this reference.
B) Ownership of Equipment. All equipment and personal property used by Contractor in
the performance of this Agreement shall be owned by Contractor; however, Contractor
may lease vehicles if the leases are for not more than five (5) years and there are no
residual costs, but the specific leasing arrangements shall provide that in the event of
default, City, at its option, shall have the right to take possession of and operate said
equipment and property in the event Contractor shall fail, refuse or neglect for any
reason to collect and properly process and dispose of Refuse, Recyclable Materials and
Yard Waste, as required by this Agreement. Contractor's equipment and personal
property shall not be encumbered in a manner that would interfere with the City's rights
under this Section. Any lease entered into by Contractor pursuant to this Section with an
affiliate shall not contain terms and conditions more favorable to the affiliate than the
terms and conditions of leases generally available from unrelated third parties.
C) Contractor's Failure to Perform. In the event that Contractor shall fail, refuse or neglect
for any reason to collect and properly process and dispose of or recycle items as
required by this Agreement for a period in excess of seventy-two (72) consecutive
hours, City may collect and process the same, or cause the same to be collected,
processed and disposed of or recycled, and Contractor shall be liable for the expense
incurred by City. This right of City shall be cumulative and in addition to any and all
other remedies it may have in the event of any such failure, refusal or neglect of
Contractor. City may, during any such period of failure, refusal or neglect by Contractor,
take possession of Contractor's equipment and personal property used for the
collection, processing and disposal or recycling of the Refuse, Recyclable Materials and
Yard Waste and employ such forces as it may deem advisable to continue the required
collection, processing, disposal and recycling services. The cost of all labor, materials
and equipment necessary for City to perform such required services, under those
conditions, shall be paid by Contractor and may be deducted and retained by City from
any monies then due or to become due to Contractor under or by virtue of this
Agreement. City's performance of any such services under those circumstances shall not
be deemed an election of remedies and shall not preclude City from seeking any other
available remedies.
Attachment A
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D) Labor Disputes. Contractor shall promptly report to City any knowledge of Contractor
that an actual or potential labor dispute is delaying or threatening to delay the
performance of Contractor under this Agreement, and Contractor shall disclose all
relevant information with respect thereto.
6) Rights and Obligations Affecting Customers.
A) Container Requirements. City shall use best efforts to require, by ordinance or
otherwise, that all customers receiving refuse or recycling services from Contractor use
the receptacles provided by Contractor for the purposes intended.
B) Storage and Collection Requirements. City shall use best efforts to require, by ordinance
or otherwise, that all customers receiving services pursuant to this Agreement store and
set out Refuse Containers, Recycling Containers and Yard Waste Containers and other
approved receptacles at the times and in the manner required as part of the collection
program operated by Contractor and approved by City.
C) Ownership of Recyclable Materials. From the time of placement of Recyclable Materials
at Curbside, or other approved collection locations, Recyclable Materials shall become
the property of Contractor; provided, however, that the customer who placed those
items for collection may retrieve such items as desired prior to collection.
7) City's Responsibilities.
A) Public Awareness Program. City agrees to conduct and participate in public education
programs to encourage recycling, including organic waste recycling programs.
B) Protection of Contractor's Rights in Recyclable Materials. City agrees reasonably to assist
Contractor in protecting Contractor's ownership of the Recyclable Materials placed at
Curbside or other approved collection locations.
C) Assistance with Permits. City agrees to assist Contractor, to the extent reasonably
possible, in Contractor's obtaining such permits and licenses as may be required for
Contractor's performance of its services under this Agreement.
8) Exclusivity.
A) City agrees that Contractor shall have the exclusive right, authority and franchise to
provide the services described in this Agreement, subject to certain exceptions set forth
below. Subject to those exceptions, City shall not award any contract to, or enter into
any contract with, any other person or organization for the performance of services
required to be performed by Contractor.
B) The right and authority of Contractor hereunder shall be exclusive, except with respect
to the following:
Attachment A
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i) Hauling of Refuse or Yard Waste that is provided incidental to the provision of other
goods or services and without the use of a Refuse Container, bin or debris box, such
as the hauling of Yard Waste by a landscaper, the hauling of tree trimmings by a tree
service, the hauling of construction debris by a construction contractor and the
hauling of used Bulky Goods by the seller of such goods;
ii) Collection and disposal of Recyclable Materials from Commercial Customers if the
transaction does not result in a payment or other consideration to the hauler of such
materials by the Commercial Customer who generated the Recyclable Materials; and
iii) Collection and disposal of tallow, restaurant grease and such other commercial bi-
products and other non-salable material from commercial premises upon which the
parties may from time to time agree.
9) Recordkeeping and Reports.
A) Monthly Reports. During the term of this Agreement, Contractor shall furnish to City
monthly reports, due within fifteen (15) days after the end of each month, providing the
information that is described in Exhibit "F" attached hereto and incorporated herein by
this reference and such other information that is required by City and the terms of this
Agreement to be included in the monthly reports.
B) Annual Financial Reports. Contractor shall provide to the City annually, within one
hundred and eighty (180) days after the end of each of Contractor's fiscal years ending
during the term of this Agreement, Contractor's audited financial statements, including
footnotes and accountant's letter. Unaudited financial statements shall be provided
within sixty (60) days after the end of each of such fiscal years. In connection with any
such review by City, Contractor shall respond to any questions of City concerning
Contractor's financial ability to perform its obligations under this Agreement. Upon
request, Contractor will provide all information reasonably requested with respect to
any transactions between the Contractor and any Affiliate.
C) Financial Records. Contractor shall maintain financial books and records, according to
generally accepted accounting principles, for each year, and for each of the preceding
five (5) years, during the term of this Agreement. These books and records shall reflect
all business operations of Contractor under this Agreement and shall be available to City
for review at all reasonable times during regular business hours. The books and records
shall include accurate data regarding Contractor's revenues from and costs to perform
all of its services under this Agreement and shall reflect accounting for costs attributable
to the provision of services under this Agreement separate from accounting for costs
attributable to the provision of services in any other jurisdiction. Without limiting any of
the City’s rights and remedies under this Agreement, it is agreed and understood that
Contractor's failure to maintain and make available for City's review the required books
and records may be cause for termination of this Agreement by City.
Attachment A
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10) Rates and Charges.
A) In General.
i) The allowable compensation for Contractor's services relating to the performance of
its obligations under this Agreement is subject to determination by City pursuant to
the Code and the procedures set forth herein. Contractor understands that the rates
described in this Agreement constitute the full and sole compensation for the
services of Contractor under this Agreement. No other or additional charges shall be
made or payments shall be sought and/or accepted by Contractor either from City or
from any other person for any of Contractor's services in performing its obligations
under this Agreement, except for revenues which Contractor receives from the sale
of Recyclable Materials.
ii) The rates identified in Exhibit G of this Agreement will remain in place through the
term of this Agreement, until a new franchise agreement is adopted and made
effective.
B) Collection Rates. The maximum permitted rates which may be charged for Contractor's
collection, disposal and related services hereunder during the Agreement are set forth
in Exhibit "G" attached hereto and incorporated herein by this reference.
C) Special Service Rates. Special rates which may be charged for Contractor's extra pickup
and other special services are set forth in Exhibits "C" and "G" attached hereto. Unless
charges are specifically authorized herein, Contractor's pickup and other special services
will be without charge to customers or City.
D) Special Requests for Extraordinary Rate Adjustments.
i) Contractor shall have the option of filing a special request, with supporting
documentation, for an adjustment to the rates to recover any significantly increased
costs that Contractor can demonstrate have resulted from extraordinary and
unanticipated changes in circumstances occurring during the term of this
Agreement, such as the unavailability of or changes in landfill disposal sites that
have been approved by City, changes in laws or regulations, new or increased taxes
or fees imposed by a governmental agency, or other extraordinary events or
circumstances beyond the reasonable control and anticipation of Contractor.
However, the fact that economic conditions or operating assumptions made by
Contractor when entering into this Agreement do not turn out as anticipated by
Contractor is not alone a valid basis for a request for adjustment by Contractor
under this section. Any such adjustment in the rates shall be subject to the
discretion of the City Council of City and shall be based upon evidence of the
increased costs to Contractor of performing its required services under this
Agreement (and shall take into consideration Contractor's revenues).
Attachment A
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ii) City shall not be responsible for any damages to Contractor as a result of City's
failure to approve a rate increase to which Contractor is otherwise entitled pursuant
to this Agreement; provided, that any rate increase that is enacted after the date on
which enactment is otherwise required under this Agreement shall be calculated to
permit Contractor to recover the full amount of revenue that Contractor would have
received had the rate increase been enacted in a timely manner.
iii) If Contractor requests a rate adjustment due to changes in circumstances relating to
landfill disposal sites, City shall have the option of providing a substitute landfill
disposal site, at City's expense, and adjusting Contractor's approved rates by an
amount fairly equivalent to Contractor's changed costs, if any, as a result of the use
of the substitute landfill disposal site provided by City. Upon City's request,
Contractor shall submit to City evidence satisfactory to the City in the City’s
reasonable discretion of Contractor’s costs attributable to the use of the landfill
disposal sites for which City may provide a substitute.
E) Rate Adjustments Relating to Landfill Direction. If City has directed Contractor to deliver
Refuse to a landfill or other waste management facility, Contractor and City shall
negotiate a fair and reasonable adjustment to service rates and charges that reflect all
of the cost increases or decreases resulting from the City' s direction of the waste. Costs
to be included in the negotiation include, but are not limited to, tipping fees, labor, fuel,
and equipment.
11) Payments.
A) Customer Billings and Collections. Contractor, at its own expense, shall perform all
customer billing services, which shall be on a quarterly cycle, and all collection of
charges billed in connection with Contractor’s services to customers described in this
Agreement prior to the customer billings being assigned to City as provided for by
subsection (B) below. A summary of all billings to customers and collections of charges
during each month shall be furnished to City at least monthly, not later than the
fifteenth (15th) day of the following month, during the term of this Interim Agreement.
The billing summary shall include all of the information set forth in Exhibit "H".
B) Nonpayment By Customers. Contractor may assign its customer billings to City as
provided for by Government Code sections 25831 and 38790.1 and the Gilroy City Code,
Chapter 12.
C) Disputes. All disputes regarding rates, charges and adjustments shall be resolved in
accordance with the procedures set forth in Section 17 of this Agreement.
D) Franchise and Administrative Fee. In consideration for the franchise granted under this
Agreement, Contractor shall to submit to City, on the tenth (10th) day following the last
day of each month during the term of this Agreement, an administrative fee equal to
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four percent (4%), and a franchise fee equal to five percent (5%), of the total gross
receipts actually collected or received by or on behalf of Contractor from all customers
in connection with the services performed hereunder, except for those revenues
received by Contractor in connection with the sale of Recyclable Materials (collectively,
the "City Fee"). The City Fee shall be considered due on the last day of each month and
payable on the tenth (10th) day thereafter. For example, if September bills are mailed
on October 1, the City shall be paid on or before November 10 the appropriate
percentage of all amounts collected during the month of October. Contractor shall send
the last page of the monthly cash receipts journal, the billing register and the accounts
receivable aging report to the City each month to verify collections for each month.
Upon reasonable notice, City shall be given access to Contractor's billing and collection
records. The City may increase the franchise fee to a maximum of seven percent (7%)
upon ninety (90) days' written notice to Contractor; provided, that in the event the City
increases the City Fee it shall, prior to the effective date of the increase, enact an
increase in collection rates that shall permit Contractor to recover the full amount of the
increase, including an allowance for the operating ratio.
E) Late Payment Charge. Contractor agrees to pay a late payment service charge of five
percent (5%) of the unpaid amount of any City Fees that become due hereunder and
remain unpaid for more than ten (10) days. Such amount of unpaid City Fees, if left
unpaid, shall accrue interest at a rate of 10% simple interest per annum until paid,
calculated based on a 365 day year.
12) Performance Audits and Liquidated Damages.
A) Performance Audit. City may conduct performance audits of Contractor's operations
and services under this Agreement in its discretion. The audit will be conducted by a
qualified firm selected by City, and Contractor shall reimburse City for its costs of this
audit in an amount not to exceed $25,000 for the first performance review, increased by
$5,000 per review for each subsequent review. The audit will address and review
appropriate areas of performance including, but not limited to (1) organizational
structure and management systems and procedures, (2) efficiency of collection and
disposal operations, (3) staffing practices, including the deployment of management and
supervisory personnel, (4) financial management practices, including billing and
collection systems, (5) personnel practices and the resolution of employee grievances,
(6) the handling of customer complaints, requests and inquiries, (7) the acquisition,
maintenance and replacement of equipment, (8) the utilization and management of
facilities, and (9) achievement of established service goals, as described in Section 4(L)
of this Agreement. In the event that this audit reveals areas of performance which the
City believes should be changed or improved, the City may request, and Contractor shall
attend, a meeting at which the parties shall confer with respect to these matters.
Contractor shall be required to adopt any changes requested by the City to rectify a
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
failure to perform according to the terms of this Agreement or a hazard to public health
or safety. Contractor shall be required to consider in good faith adoption of any
changes that will not materially increase Contractor's costs of performance under this
Agreement.
B) Liquidated Damages. In addition to any other rights or remedies of City afforded by any
provision of this Agreement or by law, City shall have the following rights with respect to
Contractor's failure to perform Contractor's required services under this Agreement.
City shall give written notice to Contractor of any such failure to perform required
services, and in such notice, City shall provide to Contractor a fixed period of time of not
less than thirty (30) days to comply with its required services under this Agreement or to
correct any failure to perform such services. If Contractor fails to perform such required
services or correct any such failure, City shall, in addition to any other remedies
available to it, have the right to assess and collect from Contractor the liquidated
damages applicable to the type of service or failure, as set forth in Exhibit "I" attached
hereto and incorporated herein by this reference. City's rights to assess liquidated
damages pursuant to this section of the Agreement shall be in addition to any other
rights or remedies of City, including the rights of City provided in Section 12.14 of the
Code. The parties agree that the liquidated damages are a reasonable estimate of
unmeasurable damages that would result from Contractor's failure to perform certain
required services described in Exhibit "I".
13) Relationship of Parties.
A) Independent Contractor. It is expressly understood and agreed by the parties that at all
times in connection with this Agreement Contractor shall be an independent contractor.
All persons employed by Contractor in connection with this Agreement shall be
employees of Contractor and not employees of City in any respect. Subject to the
requirements set forth herein, the means whereby Contractor's obligations under this
Agreement are performed by Contractor shall at all times be under the control and
supervision of Contractor. Neither Contractor nor its employees or agents shall at any
time represent themselves to be employees or agents of City in any manner or for any
purpose.
B) Indemnification.
i) To the maximum extent permitted by law, Contractor hereby agrees to defend and
indemnify City, its City Council, commissions, officers, agents, volunteers and
employees against any claim, injury, liability, loss, costs, fines, penalties and/or
expense or damage, however same may be caused, including all costs and
reasonable attorneys' fees in providing a defense to any claim or legal action, arising
directly or indirectly from any of Contractor's acts, errors or omissions with respect
to or in any way connected with Contractor's operations, services, fees or charges
Attachment A
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relating to this Agreement, including without limitation, any failure of Contractor to
comply in all respects with the provisions of this Agreement and all federal, state
and local laws and regulations applicable to Contractor's performance hereunder
and any claim that City's award of an exclusive franchise herein is illegal. The
acceptance by City of any work or services performed by Contractor under this
Agreement shall not operate as a waiver of any such right to indemnification.
ii) Upon the demand of City, Contractor shall provide a defense to City and its
representatives who are named as defendants in any legal action or proceeding for
which indemnification is required. City shall have the right to approve counsel
selected by Contractor for the defense of any such matter. Contractor shall not
settle any claim or lawsuit without the prior approval of City, which approval shall
not be unreasonably withheld.
iii) Contractor's obligations under this subsection to indemnify City shall not extend to
any claim, injury, liability, loss, costs, fines, penalties and/or expense or damage
arising solely from the negligence or willful misconduct of City or its officers, agents,
volunteers or employees.
C) Hazardous Substances Indemnification. Contractor shall indemnify, defend with counsel
reasonably acceptable to City, protect and hold harmless City, its elected and appointed
boards, commissions, officers, employees, and agents (collectively, "Indemnitees") from
and against all claims, damages (including, but not limited to, special, consequential,
natural resources and punitive damages), injuries, costs (including without limit any and
all response, remediation and removal costs), losses, demands, debts, liens, liabilities,
causes of action, suits, legal or administrative proceedings, interest, fines, charges,
penalties, attorneys' fees for the adverse party, and expenses (including without limit
attorney's and expert witness fees and costs incurred in connection with defending
against any of the foregoing or in enforcing this Indemnity), of any kind whatsoever
paid, incurred or suffered by, or asserted against, Indemnitees arising from or
attributable to the acts or omissions of Contractor, its officers' directors, employees,
companies or agents, whether or not negligent or otherwise culpable, in connection
with or related to the disposal of Hazardous Materials collected in the City by Contractor
after the effective date of this Agreement.
D) Provisions of this Agreement and of the Prior Agreement for indemnification and
defense shall survive the termination of the same.
14) Guaranty.
Contractor shall provide the written guaranty of Contractor's performance of all of its
obligations under this Agreement by its affiliate, Recology Inc., a California corporation.
Said guaranty shall be in the form of Exhibit "NJ" attached hereto and incorporated herein
by this reference.
Attachment A
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15) Insurance.
A) Insurance Coverages and Amounts. Contractor agrees to maintain in full force and
effect, at Contractor's own cost and expense, at all times during the term of this
Agreement, insurance coverages of the types and in the amounts set forth in Exhibit "K"
attached hereto and incorporated herein by this reference.
B) Certificates of Insurance. Contractor shall provide to City certificates of insurance
evidencing the insurance required to be maintained by Contractor in accordance with
this section. Such certificates shall comply with all requirements therefore set forth in
Exhibit "K".
16) Assignment. Contractor shall not in any manner assign its rights or delegate its duties or
obligations under this Agreement, either fully or in part, by operation of law or otherwise,
without the prior written consent of City, which consent shall not be unreasonably
withheld. Any sale of assets or securities, or any merger or reorganization of Contractor as a
result of which there is a change in the majority ownership of or the right to control
Contractor shall be deemed an assignment by Contractor requiring the prior written
consent of City.
17) Dispute Resolution.
A) Call for Mediation. If the parties are unable to resolve a dispute arising under this
Agreement in a cooperative manner, either party may call for mediation, as hereafter
described. The party calling for mediation shall serve notice in writing upon the other
party setting forth the question or questions to be mediated. The costs of the mediation
shall be borne equally by the parties.
B) Mediation. Within ten (10) days after delivery of the notice called for under subsection
(a), the parties shall select a mutually acceptable mediator from the Judicial Arbitration
and Mediation Service ("JAMS") or other mutually agreeable organization. In the event
the parties are unable to agree on a mediator, a mediator shall be selected for them at
random by the San Francisco office of JAMS or other mutually agreeable organization.
Within ten (10) days thereafter, the parties shall meet with the mediator in a good faith
attempt to resolve their dispute. The parties shall continue to meet with the mediator
until their dispute is resolved or the mediator indicates that he or she does not believe
that further efforts are likely to result in a successful resolution.
18) Term and Termination of Agreement.
A) Commencement and Term. This Agreement shall commence on the Effective Date. The
term of this Agreement shall be from the Effective Date through December 31, 2022, or
until replaced with a new franchise agreement, whichever occurs soonest.
Attachment A
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B) Termination Upon Default. In addition to any other rights of City to terminate this
Agreement, including such rights set forth in other provisions of this Agreement, City
shall have the right set forth in this subsection to terminate this Agreement upon the
occurrence of certain events herein described. Upon any material default of Contractor
in the performance of its obligations under this Agreement, City may give to Contractor
a written notice setting forth the nature of the default and demand that said default be
cured within a reasonable time, which as used herein shall mean such period of time as
will be reasonably required under all facts and circumstances of the particular matter to
cure said default; however, in no event shall such time exceed a period of sixty (60)
days, or be less than a period of thirty (30) days, after the giving of such notice. If
Contractor fails, neglects or refuses within the time stated to cure said default or to
comply with the relevant terms of this Agreement, then City, without further notice or
other proceedings, shall have the right to terminate this Agreement and all of
Contractor's rights hereunder.
C) Strike or Labor Dispute. The parties hereby agree that if Contractor's failure to perform
hereunder is due to a strike or labor dispute, this Agreement shall not terminate and
shall continue to be effective for the duration of such strike or labor dispute. Such
failure to perform shall not be considered a material default for purposes of subsection
(B), but it may qualify as a failure to perform pursuant to Section 5(C). In the event of
such a strike or labor dispute, Contractor shall maintain an unobstructed entrance at its
place of business which is not regularly used but which will be primarily reserved for use
by City access while City or its designated representative is collecting Refuse. If the labor
dispute or picketing blocks access to Contractor's place of business, Contractor shall
receive no compensation for any time period in which it failed to collect and remove
Refuse in accordance with the provisions of this Agreement.
D) Termination Upon Insolvency Events. If Contractor shall at any time during the term of
this Agreement become insolvent, or if bankruptcy proceedings shall be instituted by or
against Contractor, or if Contractor shall be adjudged bankrupt or insolvent by any
court, or if a receiver shall be appointed for any substantial part of Contractor's assets,
or if Contractor shall make an assignment of any substantial portion of its assets for the
benefit of its creditors, then in any such event, at the option of City, this Agreement
shall immediately terminate upon notice by City to Contractor. Under no circumstances
shall this Agreement or franchise hereunder become a part of the assets of the estate of
Contractor as a bankrupt, insolvent or assigning entity, as set forth in this section.
E) Effect of Termination. In the event of the termination of this Agreement on account of
Contractor's default, failure to perform its obligations hereunder or insolvency, City shall
have the right to take possession of Contractor's equipment, vehicles, tools, computers,
software, business records, including billing and collection records, and other personal
property reasonably necessary to continue the services performed by Contractor under
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this Agreement; provided, however, that City shall not be entitled to possession of
proprietary information such as route maps, nor shall Contractor be required to provide
customer lists unless and until City has entered into a refuse collection agreement with
another collector. City shall have the right to retain possession of said equipment until
other suitable replacements can be purchased or otherwise acquired by City for said
purpose, and City shall pay Contractor the reasonable rental value of such equipment
and personal property during the time it is used by City for said purpose. During such
time, City shall retain all fees, charges and revenues applicable to the collection,
disposal and recycling services performed by City.
19) Notices. Any notice required or permitted to be given to a party pursuant to the provisions
of this Agreement shall be in writing and shall be effective upon personal delivery, to
Contractor's designated representative or to the City Administrator, or three (3) days after
deposit in the U.S. Mail, first class, postage prepaid and properly addressed to the party to
be notified at the address set forth at the end of this Agreement or at such address as such
party may designate by advance written notice to the other party in accordance with this
section.
20) Miscellaneous Provisions.
A) Entire Agreement. This Agreement constitutes the entire Agreement between the
parties pertaining to its subject matter and supersedes all prior or contemporaneous
written or oral agreements and understandings of the parties, either express or implied,
including, without limitation, the Prior Agreement.
B) Modifications and Waivers. Any modification or amendment of this Agreement shall be
effective only if evidenced by a written instrument executed by duly authorized
representatives of the parties hereto. Any party may waive specific rights hereunder,
which shall be effective only if evidenced by a written instrument executed by a duly
authorized representative of such party. In no event shall such waiver of any rights
hereunder constitute the waiver of such rights in any future or other instance unless the
waiver so specifies in writing.
C) Severability. In the event any provisions of this Agreement should, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, which shall
remain valid and enforceable to effectuate the original intent of the parties to the fullest
extent practicable.
D) Interpretation. The captions in this Agreement are for convenience and reference only,
and the words contained therein shall in no way be held to explain, modify, amplify or
aid in the interpretation, construction or meaning of this Agreement. Any pronouns or
references used herein shall be deemed to include the masculine, feminine or neuter
genders, as appropriate. Any expression in the singular or the plural shall, if appropriate
Attachment A
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in the context, include both the singular and the plural. The parties agree that this
Agreement shall be fairly interpreted in accordance with its terms without any strict
construction in favor of or against either party, and that ambiguity shall not be
interpreted against the drafting party.
E) Further Documents. Each party agrees to execute and deliver any and all documents
which may be required or expedient to carry out the provisions and intent of this
Agreement.
F) Authority. Each person executing this Agreement on behalf of a party hereto represents
and warrants that he or she has been duly authorized to execute and deliver this
Agreement on behalf of the party and that this Agreement is binding upon the party in
accordance with its terms.
G) Multiple Originals and Counterparts. Each executed copy of this Agreement, if more
than one, shall be deemed an original for all purposes, and this Agreement may be
executed in counterparts or by annexing signature pages hereto showing assent to the
terms of this Agreement.
H) Validity. In any action or proceeding between the parties arising from or relating to this
Agreement, neither party shall challenge the validity of this Agreement or the manner of
its adoption.
I) Exhibits. The following exhibits are attached to this Agreement, each of which is
incorporated herein by reference.
Exhibit A: Collection Schedules and Rules
Exhibit B: Container Specifications and Rules
Exhibit C: Extra Pickup and Other Special Services
Exhibit D: Customer Service Standards
Exhibit E: Collection Vehicle Specifications
Exhibit F: Monthly Reports
Exhibit G: Approved Collection and Special Services Rates
Exhibit H: Form of Monthly Billing and Collection Report
Exhibit I: Liquidated Damages for Failure to Perform
Exhibit J: Guaranty of Performance
Exhibit K: Required Insurance Coverages
Attachment A
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IN WITINESS WHEREOF, the parties hereto sign this Agreement as of the Effective Date set forth
at the beginning hereof.
CITY: CONTRACTOR:
CITY OF GILROY RECOLOGY SOUTH VALLEY
_____________________________________
____________________________________
Marie Blankley, Mayor Salvatore M. Coniglio, Chief Executive Officer
APPROVED AS TO FORM:
ATTEST:
_____________________________________
_____________________________________
Andrew Faber Esq., City Attorney Thai Nam Pham, City Clerk
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "A"
COLLECTION SCHEDULES AND RULES
1) Service Area & Collection Routes and Schedules. Contractor shall perform the required
collection services in the areas and along the routes mutually agreed upon by the parties.
Contractor shall collect all materials in accordance with schedules agreed upon and changed
from time to time with the approval of City. When the regular collection day falls on a
holiday, collection shall be made on the next collection day. Alleyway collection service shall
continue to be available during the term of this Agreement to all residences for which such
service was available on the effective date of this Agreement at no extra charge.
2) Collectable Material. Contractor shall have the sole and exclusive authority and obligation
to collect and remove those of the following materials which are segregated and placed in
(or next to, if authorized) appropriate containers at Curbside on public streets (or other
approved location) for collection from customers as specified by the corresponding
schedules, and regardless of weather conditions.
A) Refuse shall be collected from all customers on a weekly basis.
B) Organic Waste shall be collected from all customers on a weekly basis.
C) Recyclable Materials shall be collected from all Residential Customers and all Multi-
Family Can Customers on a weekly basis. Contractor shall provide commercial recycling
to all voluntarily subscribing Commercial Customers, for whom collection of Recyclable
Materials shall be provided on a weekly or as-needed basis. Recyclable Materials shall
be collected from voluntarily subscribing Multi-Family Bin Customers on a weekly or as-
needed basis.
3) Non-Collectable Material. Contractor shall not be required to collect Hazardous Materials or
other materials which are not Refuse, Yard Waste or Recyclable Materials, nor shall
Contractor be required to collect materials which are not placed as required by applicable
collection rules for such items. If Contractor refuses to collect such misplaced materials,
Contractor shall leave a notice explaining why such materials were not collected. The form
and content of such notice shall be subject to approval by City.
4) Missed Pick-ups. In case of a missed pick-up called in by a customer or City, Contractor shall
collect the materials from the customer during the next regular collection day. All calls
relating to missed pick-ups shall be logged in by Contractor. The log shall be sent to City on
a monthly basis, but shall be available for inspection at any time by City.
5) Litter Abatement. Contractor shall use due care to prevent Solid Waste or fluids from
leaking, being spilled and/or scattered during the Collection or transportation process. If
any Solid Waste or fluids leak or are spilled during Collection, Contractor shall promptly
Attachment A
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clean up all such materials. Each Collection vehicle shall carry a broom and shovel at all
times for this purpose.
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EXHIBIT "B"
CONTAINER SPECIFICATIONS AND RULES
1) Container Specifications
A) Recycling Containers. The Recycling Containers to be provided and used in the
residential curbside recycling program shall be one (1) fourteen (14) and one eighteen
(18) gallon bin for each customer, having a design and specifications acceptable to City
and having at least one (1) hole near the bottom of each container.
B) Refuse Containers. The material, shape, color, labels and all other design specifications
of the Refuse Containers, except for size (which is specified in the Agreement), shall be
as agreed upon by the parties and may be subsequently changed from time to time with
the prior written approval of City. The containers shall have a weight limit of seventy
(70) pounds per thirty-two (32) gallons of capacity.
C) Yard Waste Containers. The material, shape, color, labels and all other design
specifications of the Yard Waste Containers, except for size (which is specified in the
Agreement), shall be as agreed upon by the parties and may be subsequently changed
from time to time with the prior approval of City.
2) Container Rules
A) All containers for the integrated waste management program services described in the
Agreement shall be purchased, provided and delivered to customers by Contractor.
B) Contractor shall provide, at Contractor's sole cost and expense, such additional recycling
containers to those eligible customers in City that demonstrate the need for such
additional containers because of the amount of Recyclable Materials collected from
such customers.
C) Contractor shall replace all containers at its own expense, whether such replacement is
due to loss, theft, damage, destruction, normal use, normal exposure or manufacturing
defects. Contractor shall provide to City documentation of the cost of such containers.
D) Newspaper and cardboard will be placed in paper bags or flattened and set next to the
Recycling Containers, or bundled in a fashion which allows for easy collection. Motor oil
shall be placed in the Contractor provided one (1) gallon HDPE plastic container or in
any watertight, screw capped one (1) gallon container provided by the residential
customer, and Contractor shall provide the zip-lock plastic bag for the recycling of used
motor oil filters to any residential customer, upon request. Contractor shall provide
these used motor oil containers and oil filter containers at no cost to the customers.
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EXHIBIT “C”
EXTRA PICK-UP AND OTHER SPECIAL SERVICES
1) Extra Pick-up
A) Amnesty Tags. Contractor shall provide and be responsible for the distribution of
quarterly "Amnesty Tags" to each eligible customer. The Amnesty Tags shall allow the
customer to discard up to thirty-two (32) gallons of refuse, not exceeding thirty-five (35)
pounds in weight, one time per quarter at no additional charge. Contractor shall initially
supply these "Amnesty Tags" in the public outreach packet included in the delivery of
the Refuse, Yard Waste and Mixed Paper containers. All future distributions of the
"Amnesty Tags" will be the responsibility of Contractor.
B) Extra Pick-Up Tags. Contractor shall offer "Extra Pick-Up Tags" for a cost identified in
Exhibit “G” for purchase by individual can customers for extra refuse above their
subscription service. Contractor shall make available these Extra Can Tags at
Contractor's office, City Hall, and participating local merchant locations. Extra Pick-Up
Tags may be attached to refuse placed in a single plastic bag, the weight of which shall
not exceed fifty (50) pounds.
C) Other Overages.
i) Yard Waste Overages. Overages of Yard Waste are allowed if they are bundled in 1' x
2' x 4' dimensions and overages do not exceed ten (10) bundles or cans per
household per two (2) week period.
ii) Mixed Paper. Overages of Mixed Paper shall be collected if they are placed in a
paper bag no larger than 1' x 2' x 2'. Customers shall be limited to no more than five
(5) such bags per week.
iii) Christmas Trees. Contractor agrees to continue to collect Christmas trees from
customers beginning the first service day after Christmas and continuing until the
fifteenth (15th) day of January.
2) Bulky Goods. Contractor shall offer a Bulky Goods pick-up service on an on-call basis for the
collection of items such as White Goods, electronic waste, furniture, mattresses and
carpets. The charge for the collection of these items shall be identified in Exhibit “G”.
3) Oil Filter Recycling. Oil Filter Recycling shall be provided by Contractor at no charge to all
residential customers receiving can service. The service will be provided weekly and
Contractor agrees to provide plastic zip-lock bags to such customers who may wish to
recycle their oil filters at no charge. Contractor agrees to pick up oil filters as long as they
are securely sealed in the Contractor-provided bag. Contractor shall be responsible for the
advertising of this program to all eligible customers.
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
4) Voluntary Recycling. Contractor shall provide weekly recycling service to Multi-Family Bin
Customers and Commercial Customers who voluntarily subscribe to such service. Those
subscribing Multi-Family Bin Customers shall be charged a fee identified in Exhibit “G” for
recycling services. The material collected will include all those materials listed under Section
1(I) of the Agreement. Multi-Family complexes will also have the option to utilize
Contractor's Commercial Recycling rate of seventy percent (70%) of the Refuse rate as
shown in Exhibit “G”. Commercial Can Customers shall be eligible for two (2) eighteen (18)
gallon bins upon request at no additional charge for Recyclable Materials.
5) Community Cleanup Projects. Contractor shall provide service to City for the City sponsored
community cleanup projects at no charge and upon City's request. Contractor agrees to
provide for the drop off, collection and disposal of debris boxes from said cleanup projects
up to six (6) times per year, with a maximum of two (2) 20- yard containers to be provided
for each event.
6) Complaints of Illegal Dumping. Contractor agrees to service complaints of illegal dumping of
Bulky Goods on public properties at no charge and upon City's request. Complaints
regarding items such as washers, furniture, mattresses, etc., that have been illegally
disposed of on public property will be referred to Contractor by City for pick-up within forty-
eight (48) hours of notification. Contractor shall provide documentation to City within seven
(7) business days that the items under complaint have been picked up.
7) Drop-Off Recycling. Contractor shall make available, at Contractor's expense, drop-off
recycling location during the term of the Agreement, except as otherwise may be directed
by written notice from City to Contractor. Contractor shall make arrangements for drop-off
recycling for residents and businesses of City or other places as and in accordance with rules
approved by City. Contractor's recovery program shall consist of the placement of bins at
said location for deposit of Recyclable Materials. No charges shall be made for drop-off
recycling by residents of City, unless specifically authorized by City and set forth in Exhibit
"G" hereto, provided that the items dropped off are generated within the City and do not
exceed two (2) 18-gallon containers per resident per week. Contractor shall include regular
advertisements of this drop-off recycling location and services in its promotional program
described in Section 4(h) of the Agreement.
8) Street Sweeping.
A) Scope of Services.
i) Contractor shall perform street sweeping operations using appropriate vehicles on
all designated City streets, as identified by the City and approved by the Contractor,
no less frequently than once every two weeks, weather permitting, except as
provided below.
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ii) Contractor shall perform street sweeping operations using appropriate vehicles in
City business districts and on arterial streets, as identified by the City and approved
by the Contractor, no less frequently than once per week, weather permitting.
iii) Contractor shall perform street sweeping operations using appropriate vehicles on
certain City parking lots, as identified by the City and approved by the Contractor, no
less frequently than once every two weeks, weather permitting.
B) Performance Requirements.
i) Contractor will provide sufficient equipment to guarantee uninterrupted service to
City, at Contractor' s sole cost and expense. Contractor shall maintain the equipment
in good repair and operating condition and shall provide all fuel, lubricants, tires,
and all materials and supplies for the operation thereof. Contractor, at its sole cost
and expense, shall furnish competent personnel to operate all equipment and such
other employees as required to furnish adequately the service required in this
Section.
ii) Contractor shall be solely responsible for disposal of all sweepings collected by
Contractor in the performance of services pursuant to this Section.
iii) Contractor shall not be required to perform street sweeping in any new subdivision
or development in the City until the public improvements of the subdivision or
development have been accepted by the City
iv) Contractor shall be provided with access and the materials necessary to obtain
water from City water hydrants and shall be allowed to use such water as necessary
to perform duties under this Section free of charge.
C) Service Exclusions. Contractor and City agree that the street sweeping performed by
Contractor pursuant to this Interim Agreement shall be the collection and disposal of
routine debris from streets. The following types of street sweeping are excluded from
this Interim Agreement:
i) Street Sweeping to clear debris from public emergencies and traffic accidents during
non-operational hours; and
ii) The clearing of hazardous waste.
9) Phase 1 of the Commercial Generator Desktop Compliance Reviews for SB 1383, AB 1826,
and AB 341 Compliance
A) Contractor shall complete a compliance review of all Multi-Family and Commercial
Customers that subscribe for two (2) cubic yards or more per week of Solid Waste,
including Organic Materials, to determine whether they are subscribed for Organic
Materials collection service and Recyclable Material collection service, as applicable. The
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Commercial Generator Desktop Compliance Reviews consist of a “desk” review of
records to determine Customers’ compliance and does not require on-site observation
of service.
B) As part of the compliance review described in subsection (A) above, Contractor shall
identify covered generators requiring Organic Materials collection service under AB
1826 and SB 1383, as well as those covered generators not enrolled for service. For the
purposes of this subsection (B), a covered generator is a Multi-Family or Commercial
Customer that is subscribed for two (2) cubic yards or more of Solid Waste per week.
C) As part of the compliance review described in subsection (A) above, Contractor shall
identify covered generators requiring Recyclable Material collection service under AB
341, as well as those covered generators not enrolled for service. For the purposes of
this subsection (C), a covered generator is a Multi-Family or Commercial Customer that
is subscribed for four (4) cubic yards or more of Solid Waste per week.
D) The desktop compliance review shall be completed in the month of August and reported
to the City by the first week of September of 2022.
10) AB 1826 and SB 1383 Outreach and Education
A) Contractor shall complete outreach using a variety of platforms and tools each month,
which shall focus on the requirements of AB 1826 and SB 1383 including ads in local
publications, social media, mailings, etc. Outreach conducted shall be reported to the
City at the end of each month for the duration of this Agreement.
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "D"
CUSTOMER SERVICE STANDARDS
1) General Service Standards. In addition to the customer service standards set forth
elsewhere in the Agreement, including its Exhibits, Contractor shall also maintain the
following standards:
A) Professionalism. Contractor shall perform all services under the Agreement in a
thorough, professional, sanitary, safe and careful manner. Contractor shall establish and
enforce an educational program which will train Contractor's employees in the
identification of Hazardous Waste. Contractor shall also train its employees in customer
courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection
crews to perform the work quietly. Contractor shall use reasonable efforts to assure
that all employees present a neat appearance and conduct themselves in a courteous
manner. Contractor shall provide suitable operation, health and safety training for all of
its employees who use or operate equipment or who are otherwise directly involved in
Collection or other related operations.
B) Compliance with Laws. Contractor shall perform all services under the Agreement in
accordance with all federal, state and local laws, ordinances and regulations, including
without limitation the provisions of applicable sections contained in Chapter 12 of the
Gilroy City Code.
C) Disturbance. No collection made hereunder in residential neighborhoods shall
commence prior to 6:00 a.m. or occur after 7:00 p.m. on any day. All collection shall be
accomplished without unnecessary noise, litter, disturbance, or commotion.
D) Handling of Containers. Contractor agrees that all containers, after emptying, shall be
returned with the lids closed, and placed, not thrown, to the premises from which they
were removed, within five (5) feet of the place the container was picked up, but not in
any driveway or street.
2) Service Inquiries & Complaints
A) Telephones. Contractor shall provide and maintain, at Contractor's expense, such
telephones and telephone answering services as may be reasonably necessary so that
calls, requests, complaints and service inquiries may be received by Contractor with
respect to Contractor's operations and services between the hours of 8:00 a.m. and 5:00
p.m. on all regular collection days. Contractor shall have staff available and assigned to
answer such calls during these hours. Answering services shall be maintained outside of
regular business hours and collection days. Contractor shall also install, utilize and
maintain during the term of this Agreement appropriate telecommunication equipment
for communication with deaf customers, such as "Telecommunication Device for the
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
Deaf" (TDD), and provide training, as reasonably necessary, for the use of that
equipment.
B) Response. Contractor shall respond within the same business day to all calls and act
within one business day, where practicable, upon all reasonable requests and
complaints pertaining to Contractor's operations and services, including complaints or
service inquiries referred to Contractor by City. Contractor shall maintain a daily log of
all complaints, including date, time, name and address of complainant and a description
of actions taken to address and resolve such complaints and prevent reoccurrence. A
copy of the log shall be provided to City upon request and at least monthly during the
term of this Agreement. Contractor shall furnish to City by the tenth (10th) day of each
month during the term of this Agreement a monthly service report for the preceding
month describing Contractor's response to and resolution of all requests, complaints
and service inquiries.
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "E"
COLLECTION VEHICLE SPECIFICATIONS
1) Collection vehicles used by Contractor to perform the services contemplated by this
Agreement shall be painted uniformly and numbered in consecutive sequence and shall
have Contractor's name, telephone number, place of business and the number of the
vehicle painted in letters of a contrasting color on each side of each vehicle, and the
number painted on the rear. Said rear number shall be readable for a distance of one
hundred (100) feet. No commercial or other advertising shall be permitted without the
approval of City.
2) All collection equipment used by Contractor shall have appropriate safety markings
including, without limitation, highway lighting, flashing and warning lights, clearance lights,
and warning flags. All such safety marking and all other vehicle aspects shall conform to the
requirements of the California Vehicle Code, as amended from time to time, and shall be
subject to approval by City.
3) Collection vehicles shall be repainted at least every sixty (60) months, with "touch up's" in
the interim as required. Each vehicle, when repainted, shall be made available to City for
inspection. All collection vehicles shall not be more than ten (10) years old unless
rehabilitated, overhauled, and repainted to an equivalent condition of a new vehicle.
Rehabilitated vehicles shall be made available to City for inspection. In no case shall any
vehicle be more than fifteen (15) years old.
4) Contractor's compliance with the collection vehicle specifications hereunder shall be subject
to the review and determination of City. All vehicles operated by Contractor must comply
with applicable state laws and regulations. Contractor shall cooperate with all California
Highway Patrol vehicle inspections initiated with respect to Contractor's vehicles.
5) All collection vehicles shall be fueled by compressed natural gas.
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DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "F"
MONTHLY AND QUARTERLY REPORTS
Contractor shall report to City the following information on a monthly basis:
1) Refuse Collected. Contractor shall provide City with information regarding the quantities of
Refuse, Recyclable Materials, and Yard Waste collected, the type of material collected, from
which City the Refuse or other material was collected, and from which category of
customers the Refuse was collected.
2) Refuse Collection Vehicle Weigh-In. Contractor shall provide to City detailed information
resulting from the weigh-in of collection vehicles under Section 4(a)(v) of the Agreement.
Information to be reported shall be the number of vehicles weighed and the gross and net
weight of each vehicle.
3) Container Expenditures. Contractor shall provide to City the quantity and types of
containers provided to each category of customers, including additional and replacement
containers for refuse customers and any other information City may reasonably require
regarding the provision of and expenditures for containers.
4) Promotional Materials Distributed. Contractor shall provide to City the types and amount of
promotional materials distributed by Contractor pursuant to Section 4(h) of the Agreement,
and any other information City may reasonably required regarding the distribution of
promotional materials and contacts made by Contractor to promote the integrated waste
management program.
5) Customer Service Reports. Contractor shall provide to City information describing
Contractor's response to and resolution of all requests, complaints and service inquiries,
pursuant to Section 2(B) of Exhibit "D" to the Agreement.
6) Other. Contractor must also report to City such other information as may be required by the
terms of the Agreement or as may be mutually agreed by the parties. Contractor shall retain
all records required to be maintained by this Agreement for a period of not less than five (5)
years.
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "G"
APPROVED COLLECTION RATES & APPROVED SPECIAL SERVICES RATES
Rates Effective July 1, 2021 – Current and Approved Rates Under this Agreement
Description
Current and
Approved
Rate
1. Residential Customers and Multi-Family Can Customers (Including Recycling)
1-Can (32 gallon) 35.73
2-Cans (64 gallon) 51.11
3-Cans (96 gallon) 66.89
4-Cans (128 gallon) 85.43
Each Additional Can (32 gallon) 18.90
Extra Can/Bag Tag 7.43
Bulky Item Pickup (Plus Disposal Cost) 22.27
Toter Subscription Charges 18.53
Low-Income Senior
1-Can (32 gallon) 30.18
2-Cans (64 gallon) 42.72
3-Cans (96 gallon) 55.82
4-Cans (128 gallon) 68.92
Hillside
1-Can (32 gallon) 43.06
2-Cans (64 gallon) 61.19
3-Cans (96 gallon) 79.77
4-Cans (128 gallon) 98.34
2. Residential Customers on Private Roadways (No Street Sweeping)
1-Can (32 gallon) 33.84
2-Cans (64 gallon) 49.22
3-Cans (96 gallon) 65.00
4-Cans (128 gallon) 83.54
Each Additional Can (32 gallon) 17.01
Extra Can/Bag Tag 7.43
Bulky Item Pickup (Plus Disposal Cost) 22.27
Toter Subscription Charges 18.53
Low-Income Senior
1-Can (32 gallon) 28.29
2-Cans (64 gallon) 40.83
3-Cans (96 gallon) 53.93
4-Cans (128 gallon) 67.03
Hillside
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
Description
Current and
Approved
Rate
1-Can (32 gallon) 41.17
2-Cans (64 gallon) 59.30
3-Cans (96 gallon) 77.88
4-Cans (128 gallon) 96.45
3. Multi-Family Bin Customer Recycling
Per Unit Charge 2.78
For recycling service only (option to choose Commercial Service)
4. Commercial and Multi-Family Bin Customer (Refuse)
1-Can (32 gallon) 35.73
2-Cans (64 gallon) 53.88
3-Cans (96 gallon) 72.49
4-Cans (128 gallon) 91.04
Each Additional Can (32 gallon) 20.45
5. Commercial and Multi-Family Bin Customer (Organics)
1-Can (32 gallon) 28.29
2-Cans (64 gallon) 42.80
3-Cans (96 gallon) 57.69
4-Cans (128 gallon) 72.53
Each Additional Can (32 gallon) 16.06
6. Commercial Front Loader Service Rates
2 Yard F/L (1x/week) 237.32
2 Yard F/L (2x/week) 445.20
2 Yard F/L (3x/week) 653.05
2 Yard F/L (4x/week) 860.98
2 Yard F/L (5x/week) 1,068.82
2 Yard F/L (6x/week) 1,276.72
2 Yard F/L (on call) 154.26
3 Yard F/L (1x/week) 341.81
3 Yard F/L (2x/week) 643.87
3 Yard F/L (3x/week) 945.83
3 Yard F/L (4x/week) 1,247.85
3 Yard F/L (5x/week) 1,549.86
3 Yard F/L (6x/week) 1,851.85
3 Yard F/L (on call) 219.94
4 Yard F/L (1x/week) 458.37
4 Yard F/L (2x/week) 866.80
4 Yard F/L (3x/week) 1,275.19
4 Yard F/L (4x/week) 1,683.64
4 Yard F/L (5x/week) 2,092.11
4 Yard F/L (6x/week) 2,500.49
4 Yard F/L (on call) 305.46
6 Yard F/L (1x/week) 667.36
6 Yard F/L (2x/week) 1,268.75
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
Description
Current and
Approved
Rate
6 Yard F/L (3x/week) 1,870.18
6 Yard F/L (4x/week) 2,471.57
6 Yard F/L (5x/week) 3,072.95
6 Yard F/L (6x/week) 3,674.35
6 Yard F/L (on call) 418.79
Front Loader Special (per cubic yard) 25.49
Commercial Front Loader Service Organics Rates
1 Yard F/L (1x/week) 130.80
1 Yard F/L (2x/week) 245.55
1 Yard F/L (3x/week) 360.28
1 Yard F/L (4x/week) 475.05
1 Yard F/L (5x/week) 589.78
1 Yard F/L (6x/week) 704.55
1 Yard F/L (on call) 85.16
2 Yard F/L (1x/week) 189.56
2 Yard F/L (2x/week) 355.86
2 Yard F/L (3x/week) 522.15
2 Yard F/L (4x/week) 688.49
2 Yard F/L (5x/week) 854.76
2 Yard F/L (6x/week) 1,021.09
2 Yard F/L (on call) 123.41
3 Yard F/L (1x/week) 273.15
3 Yard F/L (2x/week) 514.80
3 Yard F/L (3x/week) 756.37
3 Yard F/L (4x/week) 997.99
3 Yard F/L (5x/week) 1,239.59
3 Yard F/L (6x/week) 1,481.19
3 Yard F/L (on call) 175.95
4 Yard F/L (1x/week) 366.41
4 Yard F/L (2x/week) 693.14
4 Yard F/L (3x/week) 1,019.86
4 Yard F/L (4x/week) 1,346.61
4 Yard F/L (5x/week) 1,673.39
4 Yard F/L (6x/week) 2,000.08
4 Yard F/L (on call) 244.37
6 Yard F/L (1x/week) 533.60
6 Yard F/L (2x/week) 1,014.71
6 Yard F/L (3x/week) 1,495.84
6 Yard F/L (4x/week) 1,976.96
6 Yard F/L (5x/week) 2,458.07
6 Yard F/L (6x/week) 2,939.18
6 Yard F/L (on call) 355.05
Front Loader Special (per cubic yard) 20.39
6. Compactor Service
Front Loader (per cubic yard) 54.80
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
Description
Current and
Approved
Rate
3-Yard F/L Compactor (1x/week) 712.40
3-Yard F/L Compactor (2x/week) 1,424.80
3-Yard F/L Compactor (3x/week) 2,137.20
7. Debris Box Rates
20 Cubic Yard Debris Box 576.73
Per ton charge (over 3 tons) 111.37
40 Cubic Yard Debris Box 961.11
Per ton charge (over 6 tons) 111.37
20 Cubic Yard Debris Box (organics) 461.39
Per ton charge (over 3 tons) 89.09
40 Cubic Yard Debris Box (organics) 768.89
Per ton charge (over 6 tons) 89.09
Debris Box Compactors 54.43
(per cubic yard of capacity)
20 Cubic Yard Debris Box (recyclable) 357.23
40 Cubic Yard Debris Box (recyclable) 632.19
8. Additional Street Sweeping
Monday through Friday, 8:00am to 5:00pm (per hour) 136.89
Attachment A
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EXHIBIT "H"
FORM OF MONTHLY BILLING AND COLLECTION REPORT
BILLING AND COLLECTION REPORT FOR THE MONTH OF______________ ,20______
Total Amounts Billed (See Attached Billing Register):
Charges: Late:
() Residential Customers $__________ $__________
() Multi-Family Bin Customers $__________ $__________
() Multi-Family Can Customers $__________ $__________
() Commercial Customers $__________ $__________
() Other Customers (specify: __________) $__________ $__________
GRAND TOTAL BILLED $__________
Total Amounts Collected from Previous Monthly Billings:
(See Attached cash receipts journal)
Charges: Late:
() Residential Customers $__________ $__________
() Multi-Family Bin Customers $__________ $__________
() Multi-Family Can Customers $__________ $__________
() Commercial Customers $__________ $__________
() Other Customers (specify: __________) $__________ $__________
GRAND TOTAL BILLED $__________
Total Amount Collected from Recycling:
(See attached recycling report)
() Recycling Containers $__________
() Recycle Drop-Off Locations $__________
() Other Sources (specify: __________) $__________
SUBTOTAL $__________
GRAND TOTAL collected $__________
Fees to be Paid to City:
Admin 4% Franchise 5%
() City Fee Payments Made to City $__________ $__________
() Other (specify: ________________) $__________ $__________
Amount of Check to City $__________
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "I"
LIQUIDATED DAMAGES FOR FAILURE TO PERFORM
Description Amount
Collection before 6:00 a.m. $90 per verified occurrence
Failure to submit monthly Reports:
Tonnage
Recycling
Billing and Collection
$90 per day for each report
Failure to service missed collection within 24
hours
$35 per customer per day
Failure to maintain Contractor’s containers
and inventory
$15 per day late based on agreed compliance
schedule
Failure to renew Performance Bond or
Insurance and submit Certificate of Insurance
prior to expiration date
$185 per day
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "J"
GUARANTY OF PERFORMANCE
For valuable consideration, Recology Inc., a California corporation ("Guarantor"), the
parent company of Recology South Valley ("Contractor"), hereby unconditionally guarantees
the full and faithful performance and satisfaction by Contractor of all of Contractor's obligations
and liabilities under and arising from the agreement between City of Gilroy ("City") and
Contractor dated August 15, 2022 ("Agreement").
Guarantor acknowledges that this Guarantee will directly benefit Guarantor and is given
to induce City to enter into the Agreement with Contractor.
If Contractor fails to perform any of the services or obligations required by the
Agreement, or is in any way in default thereunder, or if Contractor fails to pay any amount
which it becomes obligated to pay City relating to its performance or failure to perform the
Agreement, Guarantor shall be fully obligated to perform such services and obligations, cure
any such default and make such payments in the same manner and to the same extent required
by the Agreement or any applicable decision or order in connection therewith. No notice or
demand of any such failure or default by Contractor shall be required to be given to Guarantor.
No right or power of City hereunder shall be deemed to have been waived by any act or
conduct of City or by any neglect to exercise that right or power, or by any delay in so doing,
and every right and power shall continue in full force and effect until specifically waived or
released in writing executed by City. Guarantor authorizes City, without notice or demand to
Guarantor, to modify, compromise or extend any obligation or liability of Contractor, or any
part thereof, under or arising from the Agreement.
Any indebtedness of Contractor now or hereafter held by Guarantor is hereby
subordinated to any and all indebtedness of Contractor to City under or arising from the
Agreement. Guarantor assumes all responsibility for keeping itself informed of Contractor's
performance or non-performance of services and obligations under the Agreement, of
Contractor's assets and financial condition, and of any other factors bearing on the nature,
scope and extent of the risks undertaken by Guarantor under this Guarantee.
Guarantor waives any right to require City to proceed against Contractor or pursue any
other remedy in City's power whatsoever. In addition to the obligations and liabilities
guaranteed hereunder, Guarantor agrees to pay attorneys' fees, costs and expenses incurred by
City in enforcing this Guarantee. This Guarantee of Guarantor shall be binding on Guarantor
and its successors and assigns, and this Guarantee shall enure to the benefit of City and its
successors and assigns. The laws of the State of California shall govern all matters of
construction, validity and performance of this Guarantee, which may not be waived, altered,
modified or amended except in a writing duly signed by City and Guarantor.
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
If any provision of this Guarantee is held to be invalid or unenforceable then, to the
extent necessary to effectuate the original intent of the parties as closely as practicable, this
Guarantee shall be construed as though it did not contain that provision, and the rights and
liabilities of the parties to this Guarantee shall be construed and enforced accordingly.
In any action or proceeding arising from or pertaining to this Guaranty, neither party
shall challenge the validity of the Agreement or the manner of its adoption.
The undersigned are duly elected officers of Guarantor and are authorized to execute
this Guarantee on behalf of Guarantor in accordance with the attached resolution duly adopted
by its Board of Directors.
Dated: RECOLOGY INC.
By:
Its:
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E
EXHIBIT "K"
REQUIRED INSURANCE COVERAGES
1) Commercial General Liability Insurance. This policy shall insure Contractor and City against
liability for personal injury or death to and of any person and for property damage arising or
resulting from the operations of Contractor in connection with the performance of the
Agreement. Such policy shall include business automobile liability coverage applicable to
vehicles used by Contractor, and products-completed operations coverage, pertaining to
such operations of Contractor. Minimum limits of coverage shall be in the amount of
$5,000,000 each occurrence, combined single limit and general aggregate coverage (or, if
there are separate limits for property damage liability, minimum policy limits of $500,000
per occurrence for such property damage liability).
2) Workers' Compensation and Employer's Liability Insurance. Contractor shall maintain full
Workers' Compensation insurance in accordance with the laws of the State of California and
other applicable laws and regulations.
3) The insurance companies providing the required insurance, and any deductibles and/or self-
insured retentions which apply to such insurance, shall be subject to approval by City.
4) The Commercial General Liability Insurance shall cover City and its public officials, officers,
employees and agents as additional insureds. The required insurance shall be considered
primary insurance as respects any other valid and collectible insurance City may possess,
including any self-insured retention City may have, and any other insurance City possesses
shall be considered excess insurance only. Contractor shall agree to waive all rights of
subrogation against City and its public officials, officers, employees and agents for any loss
arising under the Agreement.
5) No cancellation or non-renewal of required insurance, and no reduction of coverage under
such insurance, shall be effective until written notice has been given to City at least 30 days
prior to the effective date of such cancellation or reduction.
6) Certificates evidencing the required insurance, or insurance policies, upon request, shall be
filed with City upon the execution of the Agreement.
Attachment A
DocuSign Envelope ID: ACE5B3DF-69FF-4220-B69A-597561C4549E