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HomeMy WebLinkAbout1999-08-09 City Council (22)TO: FROM: HONORABLE CITY COUNCIL 14 CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE:AUGUST 9, 1999 CMR: 337:99 SUBJECT:APPROVAL OF NEW AGREEMENT WITH PALO ALTO SAN~ATION COMPANY (PASCO) EFFECTIVE SEPTEMBER 1999; AMENDMENT NO. 13 TO EXISTING AGREEMENT WITH PASCO FOR AN EXTENSION THROUGH AUGUST 1999; UTILITY RATE SCHEDULE AMENDMENTS; AMENDMENT TO LEASE OF GENG ROAD FACILITY; AND APPROVAL OF BUDGET AMENDMENT ORDINANCE (BAO) IN THE AMOUNT OF $265,000 FOR NEW RESIDENTIAL CURBSIDE MIXED PAPER RECYCLING PROGRAM REPORT IN BRIEF In November 1998, PASCO was formally acquired by USA Waste of California (a Waste Management Company). At that time, Council directed staff to enter into discussions with PASCO to negotiate a new refuse and recycling agreement. In February 1999, Council approved a Memorandum of Understanding, which extended negotiations through September 1999. Staff has been negotiating with PASCO since February 1999 and a proposed new agreement has been finalized. The new agreement provides for a continuation of the programs and services offered by PASCO, including backyard refuse and curbside recycling service. Also included are new services, such as a curbside residential mixed paper and Color #2 Plastic recycling, a citywide cleanup/reuse/recycling program and other special event services. These services were incorporated into the new agreement at a compensation level that is below the 1998-99 budget for payments to PASCO, whichwas carried forward into 1999-00 at the same level. The proposed agreement also recommends a new method of compensation (operating ratio), which staff negotiated based on historical compensation. This new compensation methodology is consistent with recommendations made in the Refuse Cost of Service Study. Finally, the new agreement places strong emphasis on ensuring PASCO maintains high levels of services and includes provisions to ensure action can be taken if performance is not acceptable. Performance reviews will be conducted four times during the term of the contract including an interim review in the first year with a report to Council on before September 30, 2000. CMR: 337:99 Page 1 of 9 RECOMMENDATION Approve and authorize the Mayor to execute the attached contract with Palo Alto Sanitation Company (PASCO) to provide refuse and recycling services within the City of Palo Alto effective September 1, 1999 for a term of up to ten years (Attachment One). Approve Amendment No. 13 to Contract No. 4688, Agreement between the City of Palo Alto and PASCO for Refuse and Recycling Collection, to address issues related to the change in ownership for the 1998-99 fiscal year and for two months of the 1999-00 Fiscal Year (Attachment Two). o Approve revisions to Utility Rate Schedules R-1, R-1-FA, R-2, R-3 and R-4 authorizing certain charges for special services provided by PASCO to customers (Attachment Three). Approve the attached Budget Amendment Ordinance (BAO) in the amount of $265,000 to authorize additional expenditures in the Refuse Fund, primarily one-time expenditures for a new residential curbside mixed paper recycling program. The funding also includes the purchase of new crates for residential customers and for a new recycling sorting line, which is required in order to accommodate residential curbside mixed paper recycling (Attachment Four). o Approve amending the lease for the Geng Road facility utilized by PASCO to recognize the transfer in ownership from Paul Madsen to USA Waste of California (a Waste Management Company) (Attachment Five). BACKGROUND In November 1998, PASCO was formally acquired by Waste Management Inc., which had been acquired by USA Waste. At that time, Council directed staff to enter into discussions with PASCO to negotiate a new refuse and recycling agreement. In addition, Council directed staff to negotiate a Memorandum of Understanding (MOU) with PASCO before March 1, 1999, which would cover the agreed-upon scope and time frame for finalizing a new agreement. In January 1999, staff began meeting with PASCO to define the scope and timing for the new agreement between PASCO and the City of Palo Alto. In February 1999, Council CMR: 337:99 Page 2 of 9 approved an MOU between PASCO and the City, which included the following terms: The intent to have a new contract that would replace the current agreement available for Council review prior to September 1, 1999; An extension of the deadline for the City to exercise the right to terminate the existing agreement (sunset clause) from March 1, 1999 to September 1, 1999. (The extension was to allow additional time to complete the process for negotiating a new agreement. If the parties could not successfully negotiate a new agreement, the City would exercise the sunset clause, and the contract would terminate on June 30, 2004); The intent for the new agreement to include provisions related to contract length; compensation methodology; solid waste and recycling programs; performance- related issues; long-range facility planning, including the lease of the Geng Road facility; and solid waste stream reduction requirements (AB939); An agreement that the existing contract (1987 Agreement) including amendments will remain in effect with no change in compensation for the first two months of fiscal year 1999-00, except as related to employee labor costs. Staff has been negotiating with PASCO since February 1999 and a proposed new agreement has been finalized. DISCUSSION Highlights of the New Contract Contract Length." The new contract would be effective September 1, 1999 for a term of up to ten years. The initial contract term is seven years and 10 months, with interim performance and cost of service reviews, with the ability to extend the term for an additional two years, provided performance and cost of service standards are met. Programs and Services: The proposed contract provides for a continuation of the programs and services offered by PASCO, including backyard refuse and curbside recycling service. In addition, it recommends increases in the current level of service in the following areas: two new routes (for cardboard collection and recyclables); a curbside mixed paper recycling program in the second year of the contract; and, other minor service increases for items such as cleaning of the refuse cans in the downtown area and additional recycling services for special events. CMR: 337:99 Page 3 of 9 Curbside Mixed Paper Recycling: In April 1997, Council approved an interim mixed paper drop-off program (CMR:157:97). The interim program was a short-term solution for collection of mixed paper. Expansion of the program to the curb was dependent upon factors such as where the paper would be processed (Palo Alto Recycling Center or the SMART Station), whether a curbside program would increase refuse rates, and whether a rate increase would require a vote by residents due to Proposition 218 requirements. In May 1998 (CMR:239:98), Council approved an extension of the interim program. While staff determined that Proposition 218 would not impact the City’s ability to raise refuse rates, it needed additional time to resolve issues of where the paper would be processed and whether a curbside mixed paper program could be incorporated into a new agreement staff was negotiating with PASCO. During current negotiations with PASCO, staff was successful at incorporating both collection of mixed paper and colored high-density polyethylene terephthalate plastic (HDPE Colored #2 Plastic) into the new collection agreement without a rate increase. In addition, PASCO will purchase a new recycling line, which will allow it to process mixed paper and plastic in an efficient and cost effective manner at the Palo Alto Recycling Center. Staff expects the curbside program to be in place by July 1, 2001, at which time the interim program will be discontinued. Performance Measures: The residents and businesses of Palo Alto have received excellent service from PASCO over the years. With the change in ownership, a strong emphasis was placed on ensuring PASCO maintained the same high level of service. In order to accomplish this, the new contract includes two key components: performance reviews and financial penalties for service problems. Performance reviews will be conducted four times during the first seven years and 10 months of the contract. The first will be an interim performance review, which will include a baseline and review reporting criteria to ensure the performance measurement and standard are effective measurements of performance. In addition, staff will submit a status report to Council on or before September 30, 2000. The remaining three reviews will focus on operational items; cost increases; benchmarking future year costs during the first performance review; and customer satisfaction. If performance is acceptable during the first seven years and 10 months of the contract, the contract may be extended for an additional two years. The new contract also includes provisions to ensure action can be taken if performance is not acceptable. For example, the new contract has a provision that significantly increases performance adjustments (fees) for failure of the contractor to collect missed collections in a timely manner. If PASCO incurs more than $25,000 in performance adjustments in a given year, the City has the right to terminate the contract. (The average cost for each CMR: 337:99 Page 4 of 9 performance adjustment is $300. This means that if more than 84 adjustments at an average of $300 each are incurred, the termination in the contract is triggered.) Compensation." The proposed contract recommends a new method of calculating compensation. This method, called an operating ratio, establishes compensation based on the relationship between costs and profits. This is the most common compensation methodology in the industry, is easy to administer, and will allow for some comparison between Palo Alto and other local entities. Transitioning to an operating ratio form of compensation was recommended as part of the Refuse Cost of Service Study and by the City Auditor. The negotiation discussions have also included placing a band (minimum and maximum amount) around the final recommended operating ratio. If the actual return to PASCO stays within this band, the contract would not be reopened during the next fiscal year except for special circumstances. This will reduce City staff time required to manage this contract, eliminating the need to negotiate each fiscal year, while preserving a reasonable cost component for the City. The total compensation to PASCO includes revenues received by PASCO directly from refuse customers and a payment from the City to PASCO based on the operating ratio methodology. Currently, PASCO’s direct revenues come from the sale of recycled materials and a portion of the revenues from drop boxes and bin rentals. Since these revenues are used as part of the compensation to PASCO, in essence they reduce the City’s payment to PASCO. The proposed contract recommends that PASCO continue to retain these direct revenues with a band placed around an agreed upon target revenue amount. This arrangement is designed to create an incentive for PASCO to maximize recycling revenues, which staff believes is in the best interest of the City. The proposed compensation to PASCO, including the new services, results in a yearly payment from the City to PASCO of $7.26 million in the first year, which includes $53,000 for the mixed paper recycling start-up cost. The total payment to PASCO in 1999-00 is below the 1998-99 Adopted Budget of $7.38 million. For reference, Appendix One reflects the previous five-year payments to PASCO. The terms of the contract also include a yearly inflation factor. In 2000-01, with inflation and the first full year of residential curbside mixed paper recycling, the projected payments to PASCO are estimated at $7.64 million. This represents an increase of approximately five percent over the first year. Appendix Two shows the prior owner’s compensation over the past five years. The average historical operating ratio based on the total compensation to the owner has been 88.17 CMR: 337:99 Page 5 of 9 percent. The operating ratio in the proposed contract is 88 percent. Staff negotiated this ratio with PASCO based on the historical compensation to the contractor and some minor service level and reporting changes that are included in the new contract, at no additional cost to the City. The proposed operating ratio is somewhat lower (resulting in a benefit to the contractor) than the operating ratios that were identified in the Refuse Cost of Service Study performed by Brown, Vence & Associates in 1996. Staff believes that the negotiated level of compensation is appropriate based on the services provided by PASCO, including backyard collection and the historical return earned by the contractor. It should be noted that the total compensation to PASCO in 1999-00 includes the first two months of 1999-00, which are based upon compensation in the current contract. Appendix Three shows the total payments to PASCO during 1999-00 (two months of 1987 Agreement and ten months of New Agreement). This results in a slightly lower total payment to PASCO of $7.19 million than the full-year amount of $7.26 million. Another item related to compensation that was addressed as part of the negotiations was the cancellation of a longstanding advance the City was making to PASCO on a monthly basis. This advance, in the amount of $240,000 was forwarded to PASCO each month to facilitate its operational needs. Since PASCO is now a subsidiary of a larger corporation, the advance is no longer needed. Staff requested that the advance be returned to the City and as part of the negotiations, it has been remitted to the City and will be reflected in the 1998-99 year-end reserve balance for the Refuse Fund. Annual Citywide Cleanup/Reuse/Recycling Program: In 1974, the City began charging residents for use of the landfill due to financial losses in refuse disposal operations. A dump pass policy was implemented when the fees went into effect to encourage recycling and allow residents free entry into the landfill. Residents could use the landfill free of charge as long as they recycled a certain quantity of material at the curbside. Approximately 5,871 dump passes per year are used currently and $23,484 in revenue to the City is lost each year due to the dump passes. In an effort to promote waste reduction and reuse, PASCO would discontinue issuing dump passes as of December 31, 1999 and develop an Annual Citywide Cleanup/Reuse/Recycling Program with assistance from the City. The goal of the event would be to provide collection service for reusable, recyclable, and non-reusable items (broken appliances, furniture, etc.) that are not collected during regular curbside service. Non-profit reuse organizations would be contacted to assist with the event. Previously issued dump passes would be honored through July 1, 2000, consistent with the start of the new program. Refuse Reduction Requirements (AB939)." There are several items in the new agreement that CMR: 337:99 Page 6 of 9 will help the City in meeting and exceeding the State-mandated AB939 goal, which requires all municipalities to reduce the amount of refuse going to the landfill by 50 percent by 2000. The following table illustrates those items: PROGRAM Curbside mixed paper and colored #2 plastic Elimination of dump pass and implementation of Annual Citywide Cleanup/Reuse/Recycling Program Implementation of recycling at special events Regular performance reviews of collector HOW AB939 GOAL WILL BE FURTHERED Increase recycling tonnage, decrease landfilled tonnage Decrease tonnage at landfill, increase residents awareness of reuse and recycling with annual event ~ Increase recycling tonnage, decrease landfilled tonnage, increase awareness of recycling Assurance that contractor is providing the best possible service and continually educating customers on what items are recyclable ALTERNATIVES TO STAFF RECOMMENDATION The alternative to the staff recommendation is to sunset the current agreement with PASCO for refuse collection and recycling services. The agreement would then be terminated at the end of five years or effective June 30, 2004. Refuse collection and recycling services would continue to be provided by PASCO until that date and the provisions of the current contract would remain in effect. During the sunset period staffwould develop and issue a request for proposals for refuse collection and recycling services, evaluate responses and negotiate an agreement with the selected vendor. If Council direction is to pursue this alternative, it is anticipated that developing and issuing an RFP, evaluating and selecting a service provider, negotiating a contract and transitioning to a new service provider could take three of the five years that would be left as a result of exercising the sunset clause in the current contract with PASCO. RESOURCE IMPACT The total cost of refuse collection and recycling services in 1999-00 will be approximately $7.19 million, which is below the adopted budget of $7.38 million. This reflects the final two months of the 1987 Agreement and the first 10 months (first contract year) of the new agreement. The cost for the first ten months of the new agreement in 1999-00 is $6.05 CMR: 337:99 Page 7 of 9 million. The projected costs for 2000-01 are $7.64 million, an increase of $260,000 from the 1999-00 Adopted Budget. These costs include the new services that have been discussed, including the initiation of residential curbside mixed paper recycling during 1999-00 and a full year of costs for residential mixed paper recycling during 2000-01. A BAO in the amount of $265,000 is required from the Refuse Fund Rate Stabilization Reserve to purchase the new mixed paper recycling line and the crates that will be distributed to residents for the residential curbside recycling program. As part of the PASCO proposed compensation review by staff, the Refuse Fund financial forecast has been updated. At this point in time, it appears a rate increase may be needed in 2000-01. The possible rate increase will likely be driven by the closure costs of the next phase of the landfill. Other factors that could contribute to a rate increase include any decisions made by Council with regard to a new facility for PASCO and other anticipated operational needs, including future potential improvements to the recycling center. The need for a rate increase will be driven by a variety of factors which are not directly related to the contract with PASCO. Overall, the financial health of the Refuse Fund remains strong. The Fund realized significant savings for 1998-99. Staff is in the process of closing the 1998-99 fiscal year and will provide final numbers with the Yearend Report. The Rate Stabilization Reserve has continued to remain strong over the past years and its use has alleviated the need for rate increases. The last rate increase (9 percent) in the Refuse Fund was approved as part of the 1996-97 Budget. Since then, staff has projected the need for a rate increase in 1999-00, but the strong reserve balances in the Fund and strong year-end savings have negated the need for a rate increase to date. The savings have been attributed to salary savings due to vacancies and lower than anticipated operational expenses. POLICY IMPLICATIONS The proposed new agreement with PASCO is consistent with prior Council actions related to compensation and levels of service provided by PASCO. This furthers several programs in the Compensation Plan (Programs N-48 through N-55) by initiating performance measures and important new service offerings (e.g., residential mixed paper recycling). ENVIRONMENTAL REVIEW This is not a project under the California Environmental Quality Act (CEQA). CMR: 337:99 Page 8 of 9 ATTACHMENTS Attachment One: Attachment Two: Attachment Three: Attachment Four: Attachment Five: Appendix One: Appendix Two: Appendix Three: Agreement for Solid Waste and Recyclable Materials Handling Services (Includes 1-1 through 1-6) Amendment No. 13 to 1987 Agreement Utility Rate Schedule R-l, R-1FA, R-2, R-3, and R-4 Budget Amendment Ordinance Amendment No. 3 Lease Between the City of Palo Alto and Palo Alto Sanitation Company for the Geng Road Facility Historical Increases in Payments to PASCO Historical Remm to Owner of PASCO Compensation to PASCO for 1999-00 due to Two Contracts PREPARED BY:Gigi Harrington, Deputy Director, Administrative Services Michael Jackson, Deputy Director, Public Works Sue Case, Senior Assistant City Attorney Lalo Perez, Budget Manager DEPARTMENT HEAD: Directg~, Administrative Services DEPARTMENT HEAD: GLENN ROBERTS Director, Public CITY MANAGER APPROVAL: JUNE City Manager cc: PASCO (USA Waste of California) CMR: 337:99 Page 9 of 9 ATTACHMENT ONE AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES THIS AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES ("Agreement") is entered into as of the day of , 1999 by and between the CITY OF PALO ALTO, a chartered California municipal corporation ("City") and PALO ALTO SANITATION COMPANY, a California corporation and wholly owned subsidiary of USA Waste of California, a Delaware corporation, a Waste Management company ("Collector"), as fol!ows: RECITALS: This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties: A. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (Public Resources Code Section 49100, et ~_e_q.; hereinafter the "Act") established a solid waste management process which requires cities and other local jurisdictions to implement source reduction, reuse and recycling as integrated waste management practices; and B. The Act authorizes and requires local agencies to make adequate provisions for solid waste handling within their jurisdictions; and C. Pursuant to Sections 49300 and 49500-49523 of the Public Resources Code and Chapter 5.20 of the Palo Alto Municipal Code ("PAMC"), City is authorized to enter into an exclusive agreement for solid waste and recyclable materials handling services. D. City and Collector are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of solid waste, including the Act, the Resource Conservation and Recovery Act ("RCRA") 42 U.S.C. Sections 6901 e__~t s_9_q., and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Sections 9601 et ~_~.; and E. Pursuant to this Agreement, City desires to engage Collector as an independent contractor to provide exclusive solid waste services within the City and exclusive recyclable materials handling services from residential premises within the City; and Fo City and Collector have previously entered into an agreement for refuse collection and recycling dated March 9, 1987 (the "1987 Agreement"). The 1987 Agreement was the subject of a detailed audit by the City Auditor in 1995, whose report recommended certain changes in the administration and implementation of the 1987 Agreement; and G. The parties desire to terminate the 1987 Agreement, as amended, and enter into this Agreement in order to implement the recommendations of the City Auditor, acknowledge the changes in the 990802 sdl 0032219 1 City’s solid waste and recycling programs that have occurred since 1987, and change the method of compensation paid by City to Collector. ARTICLE I. PARTIES; CERTAIN EXCLUSIVERIGHTS I.i P~rties tO the Agreement. Agreement are: The parties to this i.I.I City: The City of Palo Alto, a chartered municipal corporation, having its principal office at 250 Hamilton Avenue, Palo Alto, California 94301. 1.1.2 Collector: Palo Alto Sanitation Company, a California corporation, having its principal place of business at 2000 Geng Road, Palo Alto, CA 94303. 1.2 R~pr~sentatives of the Partie$ and Service of Notices. The representatives of the parties who are primarily responsible for the administration of this Agreement, and to whom formal notices, demands and communications shall be given, are as follows: be : 1.2.1 The principal representative of City shall Director of Public Works City of Palo Alto Post Office Box 10250 Palo Alto, California 94303 shall be: 1.2.2 The principal representative of Collector District Manager Palo Alto Sanitation Company 2000 Geng Road Palo Alto, CA 94303 1.2.3 Formal notices, demands and communications to be given hereunder by either party shall be made in writing and shall be effective upon the date of personal delivery or, in the case of mailing, on the date of delivery or attempted delivery as shown on the U.S. Postal Service certified mail return receipt. In addition to the principa! representatives of the parties shown in section 1.2.2, written notice, when required by this Agreement, shall be given to each party as follows: to City:City Manager P.O. Box 10250 Palo Alto, CA 94303 to Collector:Area General Counsel 155 North Redwood Drive San Rafael, CA 94903 990802 sdl 0032219 2 1.2.4 ~ If the name of the principal representative or others designated to receive the notices, demands or communications, or the address of such person(s), is(are) changed, written notice shall be given within five (5) working days of the change. 1.3 Agreement Issuance of Exclusive Rights; Termination of 1987 1.3.1 Subject to the terms and conditions of this Agreement and applicable state laws (including the rights of state facilities to use a Solid Waste enterprise other than Collector), and except as otherwise specifically provided herein, City hereby grants and issues to Collector the exclusive authority, right and privilege to collect, pick-up, gather, remove and dispose of al! Solid Waste generated or accumulated by all Residential and Commercial/ Industrial Premises within the Service Area, and to collect, transport and recycle Recyclable Materials from Residential Premises, for the term of this Agreement, unless earlier terminated as provided herein. 1.3.2 This Agreement is the sole source of Collector’s authority to provide the services described herein. Collector waives any right or claim to provide Solid Waste or Recyclable Materials handling services in the Service Area under any prior grant of franchise, contract, license or permit, including without limitation the 1987 Agreement and any right under Section 49520 of the Public Resources Code. 1.3.3 The 1987 Agreement is being amended coincident with execution of this Agreement, to adjust compensation payable thereunder retroactive to July i, 1999. The 1987 Agreement shall terminate as of the commencement date of this Agreement. 1.4 Non-Exclusive Rights. Subject to the terms and conditions of this Agreement and applicable state laws, and except as otherwise specifically provided herein, City hereby grants to Collector the non-exclusive right to collect and transport Recyclable Materials from Commercial/Industrial Premises, for the term of this Agreement, unless earlier terminated as provided herein. ARTICLE II. DEFINITIONS 2.1 Definitions. The definitions set forth in Section 5.20.010 of Chapter 5.20 of the PAMC are incorporated herein by this reference. In addition, for purposes of this Agreement the following definitions apply: 2.1.1 "Collector’s Facility" shall mean the Collector’s office and principal place of business, whether at the Geng Road Site (as that term is defined in Section 8.1 of this Agreement), or at any other location authorized by the Director. 990802 sdl 0032219 3 2.1.2 ~Contract Year" shall be from July 1 of one year through June 30 of the next year, except for the First Contract Year, which shall be from September I, 1999 through June 30, 2000. 2.1.3 "Control" shall mean, for purposes of Article VII of this Agreement, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, partnership, joint venture, or other association. 2.1.4 "Environmental Statutes" shall mean 42 U.S.C. Sections 9600, et ~9_q., 42 U.S.C. Sections 6901 et ~9_q., California Health and Safety Code Sections 25300, et s__9_q., or successor statutes. 2.1.5 "Multiple Family Dwellings" shall mean residential dwellings that are not Residential Premises. For purposes of this Agreement only, and not in accordance with Title 18 of the PAMC, Multiple Family Dwellings shall mean 5 or more units. 2.1.6 "Recyclable Materials" shall mean those materials designated in Section 2.3.2 of Attachment No. 1 as acceptable for City’s curbside recycling program, and those materials designated in Section 2.2.2 of Attachment No. 2 as acceptable at the Recycling Center. 2.1.7 "Recycling Center" means the Palo Alto Recycling Center, located at the entrance to the City Landfill and operated by Collector. 2.1.8 "Service Area" means the corporate boundaries of the City of Palo Alto. 2.1.9 "SMART Station" means the Sunnyvale Materials Recovery and Transfer Station, located at 301 Carl Road, Sunnyvale, CA 94089 ARTICLE IiI TERM; PERFORMANCE MONITORING AND REVIEWS 3.1. Term The Term of this Agreement shall commence on September I, 1999 (the ~Commencement Date") and shall continue for a period of up to eight (8) Contract Years (i.e., 7 years, i0 months), in accordance with and subject to the conditions set forth in subsections 3.1.2 through 3.1.6; provided, however, in accordance with subsection 3.1.5, if City , in its sole discretion, determines that Collector has met the standards for performance and that its costs are within an acceptable range, the term shall be extended for an additional two (2) Contract Years. Following the end of the First Contract Year, the parties will conduct an interim review of Collector’s performance, which will include a baseline and review reporting criteria, and shall report to the City Council on or before September 30, 2000. 990802 sdl 0032219 4 3.1.2 On or before September 15, 2001 City shall review the performance of Collector to determine whether Collector has complied with the standards for performance set forth in the Agreement during the preceding twenty-four (24) months of the Agreement (~Performance Review"). If City reasonably determines that Collector has not substantially complied with the standards for performance set forth in the Agreement, City shall have the right to give written notice to Collector, in which case the Agreement will terminate as of June 30, 2003. 3.1.3 Along with the September 15, 2001 Performance review, City and Collector shal! calculate the costs of service, which shall be used as a benchmark to determine whether, in future years, taking into account inflation and the nature and extent of services provided, the costs to provide service remain at reasonable levels. The amount so calculated in this review shall be expressed in dollars, and shall be adjusted each. year in accordance with the CPI set forth in Section 4.6.1(a) of this Agreement, plus the agreed upon costs for any added new programs requested by City. The adjusted amount shall be referred to as the ~Target Cost Range." 3.1.4 If City has not given notice of termination as provided in subsection 3.1.2, City shall, on or before September 15, 2003, review the performance of Collector to determine whether Collector has complied with the standards for performance set forth in the Agreement during the preceding twenty-four (24) months of the Agreement (~Performance Review"). Along with the September 15, 2003 Performance Review, City shall determine whether Collector’s cost of service is within the Target Cost Range. If City reasonably determines that Collector has not substantially complied with the standards for performance set forth in the Agreement or if the review shows that Collector’s cost of service is not within the Target Cost Range, City shall have the right to give written notice to Collector, in which case the Agreement will terminate as of June 30, 2005. 3.1.5 If City has not given notice of termination as provided in subsection 3.1.4, City shall, on or before September 15, 2005, review the performance of Collector to determine whether Collector has complied with the standards for performance set forth in the Agreement during the preceding twenty-four (24) months of the Agreement ("Performance Review"). Along with the September 15, 2005 Performance Review, City shall determine whether Collector’s cost of service is within the Target Cost Range. If City, in its sole discretion, determines that Collector has substantially met the standards for performance set forth in the Agreement, and the review shows that Collector’s cost of service is within the Target Cost Range, the Agreement shall automatically continue in full force and effect until June 30, 2009. If City, in its sole discretion, determines that Collector has not substantially complied with the standards for performance set forth in the Agreement or if the review shows that Collector’s cost of service is not within the Target Cost Range, the Agreement will terminate as of June 30, 2007. 990802 sdl 0032219 5 3.1.6 ~ For purposes of each Performance Review, City will make its determination of whether Collector has substantially complied with the standards for performance set forth in the Agreement based on (i) the number of Performance Adjustments imposed upon Collector during the period of review and (2) the results of a Customer Satisfaction Survey. (a) (b) Performance Adjustments. The imposition of $25,000 or more in Performance Adjustments within any single fiscal year, but excluding Performance Adjustments imposed as a result of a strike or other labor unrest, shall, without consideration of any other performance standard, be conclusive evidence of Collector’s failure to substantially comply with the Standards for Performance for which City shall have the right to give written notice of termination of this Agreement under this Section 3.1. Customer Service Satisfaction Survey. If Collector has incurred less than $25,000 in Performance Adjustments within any single fiscal year since the previous review, City shall conduct a Customer Satisfaction Survey within six (6) months prior to each review date. City shal! consult with Collector in developing the survey. The objective of the survey will be to gauge the general satisfaction leve! of the community with the service being provided by Collector. 3.1.7 Nothing in this section shall limit the right of City to periodically monitor and review the performance of Collector under this Agreement. Further, notwithstanding the provisions of subsections 3.1.1 through 3.1.6, the unexcused failure or refusal of Collector to perform any term, covenant, obligation or condition contained in the Agreement shall give rise to the right, in favor of City, to terminate this Agreement for cause in accordance with the procedures elsewhere contained herein. 3.2 Performance Monitoring. The Director shall have the right to observe and review Collector’s operations. City shall also have the reasonable right to enter Collector’s Facility during all working hours for the purposes of such observation and review. In addition to physical route reviews authorized by Section 1.6.3 of Attachment I, Collector will allow a City representative to ride with Collection vehicles on any route or routes, upon receipt of a request thereto by 3 p.m. of the working day prior to the date(s) of route monitoring. Collector may require City representatives to execute liability waivers prior to riding Collector’s vehicles. 3.2.2 Performance Audit. In addition to physical route reviews authorized by Section 1.6.3 of Attachment 1 and the performance reviews described in Section 3.1, City shall, no more then once per calendar year, be entitled to conduct a performance 990802 sdl 0032219 6 audit of Collector’s operations. The audit demand will be made by the Director by written notice, at least ten (I0) business days prior to commencement of the audit. The audit demand shall entitle City to evaluate the efficiency of the operation regarding equipment and use of personne!, and any~other matters which, in the sole discretion of the Director, are necessary to evaluate and monitor the efficient implementation of the provision of Solid Waste and Recyclable Materials handling services pursuant to this Agreement. A review of all records of Collector deemed relevant by the Director shall be included as part of the performance audit. ARTICLE IV COLLECTOR’S COMPENSATION 4.1 General. Collector’s Compensation shall be the full, entire and complete compensation due to Collector from City pursuant to this Agreement for furnishing all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, operations, profit and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed. Collector’s Compensation shall be comprised of ~Standard Compensation," plus compensation for special operations performed by Collector, as the parties may from time to time agree. 4.2 Rates.......v~... CompensatiDn. Collector will perform the responsibilities and duties described in this Agreement in consideration of the right to be compensated by City in accordance with this section, and shall further have the right to collect compensation directly from certain customers as described in this Agreement, at rates established by City. Collector shall have no authority to provide services within the Service Area except as specifically provided by this Agreement. City shall have the right to set and structure rates paid by customers for all collection services as it deems appropriate. Collector shall not charge or collect from customers any compensation for its services pursuant to this Agreement except as such amounts as have been expressly authorized by City. 4.3 Determinat.iQ~ Qf ~ollector’s Compensation. 4.3.1 Standard C.omp@nsa.~iQn. Collector shall be paid ~Standard Compensation" for all collection services, including services for which it directly bills a customer, and including its services in providing the recycling program. The parties agree that Standard Compensation shall be calculated as follows: (a)Standard Compensation shall be based upon the agreed upon costs of Collector in providing the services reasonably required of it under this Agreement. (b)The parties have agreed upon the definitions of ~Allowable Costs," ~Disallowed Costs," 990802 sdl 0032219 ’7 and "Pass Through Costs," which are described in Attachment 3, attached hereto and incorporated herein by reference. The parties have applied those terms to the agreed upon services to be performed by Collector under this Agreement and determined the Forecasted Allowable Costs and the Forecasted Pass Through Costs for the First Contract Year of the Agreement, as the basis for calculating compensation. (The sum of the Forecasted Allowable Costs and the Forecasted Pass Through Costs, is the ~Forecasted Annual Cost (FAC)") (c)The parties have agreed that the Operating Ratio (OR) to be used throughout the entire term of this Agreement shall be 88%. For purposes of calculating future Contract Year Compensation, the parties agree that the ~Target OR Range" shall be two percent (2%) above or below the OR, i.e., between 86%- 90%. (d)The parties agree that Profit (also known as Operating Margin), shall be based on the following formula: (FAC + OR) - FAC = Profit/Operating Margin (e)The parties agree that Collector’s Standard Compensation shall be the sum of the Forecasted Annual Cost plus profit. (FAC + OR) = $~andard Compensation 4.3.2 Treatment of Assets. The parties agree that all heavy vehicles acquired by Collector on and after September I, 1999 shall have a useful life of seven (7) years, depreciated on a straight-line basis, for purposes of computing the Allowable Costs of such vehicles. If a vehicle is taken out of service or if this Agreement is terminated, prior to the end of the seventh year of the vehicle’s useful life, Collector shall be paid a one time amount based on the net book value of the vehicle. For vehicles purchased prior to September i, 1999, the parties agree that when any such vehicle is replaced or otherwise taken out of service by Collector, Collector shall pay to City, within thirty (30) days, the salvage value of the vehicle, based on the following schedule: Years in Service Payment to City 5 years 6 years 7 years over 7 years $30,000 per vehicle $20,000 per vehicle $i0,000 per vehicle $5,000 per vehicle 990802 ~1 0032219 8 4.3.3 Drop BQx and Bin Rental S@rvices. Allowable Costs and Pass Through Costs relating to Collector’s drop box and bin rental services are included in the determination of Standard Compensation. However, the following cash handling and auditing procedures shall be followed by the parties: (a)Drop Boxes. Most revenues for drop boxes will be billed and collected by City. For those drop boxes that are billed and collected by Collector, Collector shall remit to City 67% of the revenue collected on a monthly basis, one month in arrears. (b)Bin Rentals. Most revenues for bin rentals will be billed and collected by City, and compensation shall be treated as part of the Standard Compensation. For those bin rentals that are billed and collected by Collector, Collector shall forward five percent (5%) of all bin rental revenues to City on a monthly basis, one month in arrears. 4.3.4 Recycling Services. Collector shall retain all revenues collected by it from sale of recyclable materials; and compensation for recycling services shall be adjusted annually, as described in subsection 4.6.3. For adjustment purposes, the parties have agreed to a First Contract Year Baseline Revenue of $722,000 (based on a full 12-month year) for Collector’s recycling services, which has been estimated based on a three year average of Collector’s recycling revenues. The Baseline Revenue shall be adjusted each year on a rolling three (3) year average, adjusted for new or additional recycling programs. Therefore, when the term "Baseline Revenue" is used in this Agreement, it refers to the then current rolling average Baseline. The parties agree that the sale of recyclables by Collector must be at verifiable market rates. In accordance with Section 4.5.2, the Baseline Revenue shall be increased by $70,000 for each of the Second, Third and Fourth Contract Years, in lieu of adding actual revenue from the mixed paper recycling program. Commencing with the Fifth Contract Year, the actual revenue from the mixed paper recycling program since its inception shall be included in the calculation of the Baseline Revenue, and the additional $70,000 will no !onger be added. 4.4 Mid-Year....Adjustments to Compensation4.4.1 .Special Compensation Review for Extraordinar!£-- ~. At any time during a Contract Year, Collector may request an adjustment in compensation to cover increased or decreased 990802 sd! 0032219 expenses associated with performance of the Collector’s services under this Agreement due to any of the following causes; provided that the increase or decrease from any single cause is at least 15% and no less than $30,000 to any single approved Allowable Expense: (a)changes event. resulting from a Force Majeure (b)any change in law, statute, rule, regulation, ordinance, order or requirement of any federal, state, regional or local government, after the effective date of this Agreement, which is directly and solely the cause of the increase or decrease. (c)an increase in the volume of solid waste or other materials (except for Recyclable Materials) collected by Collector hereunder, whether caused by customer growth and/or annexation. (d)changes in or additions to services requested by City. Within 90 days of its receipt of Collector’s request for review, City shall complete its review and shall approve or deny Collector’s request in its reasonable determination. 4.4.2 Performance Adjustments. The parties agree that certain hereinafter described obligations or standards of performance of Collector under this Agreement are so crucial to the purpose of this Agreement that Collector’s failure to perform according to such standards or obligations will result in damages to the public. The parties agree, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which will be incurred by City as a result of any such failure. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such failures cause inconvenience, anxiety, frustration and deprivation of the benefits of the Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) services might be available at substantially lower costs than alternative services, and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such failures, and other remedies are, at best, a means of future correction and not remedies that make the public whole for past violations. Accordingly, the parties agree that City may adjust the Compensation of Collector, as hereinafter described, upon 990802 sdl 0032219 10 verification of any occurrence or non-occurrence, as the case may be, described in Attachment 4, entitled "Schedule of Performance Adjustments." If the Director assesses such Performance Adjustments, the Director shall so notify Collector in writing and send a copy of the notice to City’s Department of Administrative Services ("ASD"). ASD shall thereupon deduct the amount of such Performance Adjustment from the next monthly Compensation payment which is due to the Collector. The Collector shal! have the right to appeal the Director’s determination to the City Manager pursuant to the procedures set forth in Section 5.3. Any such appea! must be made within ten (i0) days after the Director has notified Collector of the determination to assess a Performance Adjustment. The parties agree and declare that the Performance Adjustments described in this subsection 4.4.2 are intended to be liquidated damages and not penalties. The parties agree that the amounts shown in the Schedule of Performance Adjustments are reasonable sums in light of all of the circumstances. 4.5 Collector’s First Contract Year Compensation 4.5.1 Standard Compensation. Collector’s Standard Compensation for the First Contract Year of this Agreement shall be $6,046,509. Standard Compensation shall be paid monthly in arrears in ten (i0) equal installments of $604,650.90 each. In addition to the monthly Compensation payments, Collector shall collect its compensation for recycling services and drop box and bin renta! services as described in subsections 4.3.3 and 4.3.4, respectively. The amounts set forth in this subsection 4.5.1 shall be fixed for the entire First Contract Year and shall not be increased to reflect increases in costs above those anticipated by Collector, nor decreased to reflect decreases in costs below those anticipated by Collector, except as specifically provided under Mid-year Adjustments to Compensation described in Section 4.4 and subsection 4.4.1. 4.5.2 Mixed Paper and Colored NO. 2 Plastic RecYcling. The parties intend to begin the curbside collection of mixed paper Recyclables commencing as of the start of the Second Contract Year. Accordingly, the Baseline Revenue as described in subsection 4.3.4 shall be adjusted as of the Second Contract Year. Such start up costs for the mixed paper recycling program as the parties deem reasonably necessary for expenditure during the First Contract Year shall be paid for directly by City, without impact to the Baseline Revenue or Collector’s Compensation. Start up costs payable by City include, but are not necessarily limited to, the one time cost for purchase of a recycling sorting line, an estimated cost of $130,000. 4.5.3 Ci%ywide Recycling Day. The parties have agreed to institute an annual Citywide Recycling Day during the First Contract Year, as more specifically described in Attachment I. For the First Contract Year, the first $30,000 of costs for 990802 sdl 0032219 ii this new program shall be absorbed by Collector without further adjustment to costs, profit or Compensation. Any costs of the program over $30,000, which are agreed to by both parties, shall trigger a Special Compensation Review in accordance with subsection 4.4.1. 4.6 Annual Compensation Review for the Second Contract Year of the Agreement 4.6.1 Standard Compensation. By no later than December 30, 1999, Collector shall submit to City a compensation adjustment application and review report (collectively, the ~Compensation Report") showing, by means of special purpose financial statements, prepared by an independent auditor, the actual Allowable Costs incurred by Collector during the fiscal year July i, 1998 through June 30, 1999 and the Forecasted Allowable Costs anticipated to be incurred in the Second Contract Year of the Agreement, from July i, 2000 through June 30, 2001. (a)The Forecasted Annual Costs for the Second Contract Year may be increased using the following index: The base for computing the increase, if any, shall be the Consumer Price Index [All Urban Consumers] (base year 1982-1984=100) for the San Francisco- Oakland-San Jose CSMA, published by the United States Department of Labor, Bureau of Labor Statistics ("Index"), which is in effect as of July i, 1999. The allowable increase, if any, shall be eighty-two percent (82%) of the annual percentage December-to-December change in the index as of July i. For the Second Contract Year, the adjustment will be the change from December, 1998-December, 1999. ~General and Administrative" costs specifically noted on Attachment 3 shall be increased at 100% of the Index. (b)City, in its sole discretion, shall have the right but not the obligation to review Collector’s FAC and to obtain from Collector all information reasonably necessary to enable City to verify any proposed new, additional, or adjusted costs. City shall notify Collector within thirty (30) days of receipt of the Compensation Report whether it accepts the information contained in the report as complete or specifying any respect in which the City deems such information incomplete or deficient. Failure of City to so notify Collector within such 30-day period shal! constitute acceptance by City of such information as complete, which deemed acceptance shall be effective as of 990802 sdl 0032219 12 such 30th day. City shall complete review on or before March 31, 2000. (c)Subject to City’s approval of any proposed new or additional costs, in the event Collector’s OR based on Forecasted Allowable for the Second Contract Year of the Agreement is shown to be within the Target OR Range described in subsection 4.3.1(c), the Compensation Report shall be accepted as the approved budget and the Standard Compensation shown in the Compensation Report shall be the agreed upon Standard Compensation for the Second Contract Year. (d)If Collector’s OR is outside the Target OR Range, the parties shall perform a cooperative,good-faith review of the Compensation Report with respect to al! Forecasted Allowable Costs shown in the report, within the time schedule set forth in subsection (a) (ii) of this section. 4.6.2 Mid-Year Adjustments. The Compensation for the Second and each subsequent Contract Year of his agreement may be adjusted during the Contract Year in accordance with the provisions described in Section 4.4. 4.6.3 Annual Adjustment to Recycling Compensation. On or before July 15, 2000 Collector shall submit to City a report describing its recycling operations and income received therefrom for the First Contract Year of this Agreement. City shall review such information within 60 days from receipt. If Collector’s gross recycling revenues for the First Contract Year were less than 15% under or over the Baseline Revenue, no adjustment shall be made to Collector’s Recycling Compensation. If Collector’s gross recycling revenues for the First Contract Year were 15% or more over the Baseline Revenue, Collector shall rebate to City one-half of all revenues over the Baseline Revenue plus 15%. If Collector’s gross recycling revenues for the First Contract Year were less than 15% under the Baseline Revenue, City shall pay to Collector the amount of such deficit between the actual recycling revenues received by Collector and the Baseline Revenue less 15%. City shall make any such payment due to Collector on or before August 15, 2000. 4.6.4 City Council Annual Review. As part of the City Council’s Finance Committee review of the annual City budget for fiscal year 2000-2001, and each succeeding annual budget review during the term of this Agreement, City staff shall submit Collector’s Compensation Report to the City Council along with the staff’s proposal for Collector’s compensation, if different from Collector’s requested compensation. The City Council shall consider staff’s proposal and alternatives to staff’s recommendations, if different from Collector’s request, and shall approve such amount of compensation as it reasonably deems appropriate, in a manner consistent with this Agreement, based on 990802 sdl 0032219 13 adjustment information submitted to it. The compensation approved by the City Council shall be effective as of the first of July immediately following such approval. 4.7 Annual Compensation Review for Subsequent Contract ..Year8 of the Agreement. the Third and 4.7.1 Standard Compensation. By no later than December 30, 2000, and no later than December 30 of each subsequent year during the term of this Agreement, Collector shall submit to City a compensation adjustment application and review report (collectively, the ~Compensation Report") showing, by means of special purpose financial statements, prepared by an independent auditor, the actual Allowable Costs incurred by Collector during the previous Contract Year and the Forecasted Allowable Costs anticipated to be incurred in the following Contract Year. By way of example, the Compensation Report submitted by December 30, 2000 shall include financial statements for Contract Year July i, 1999 through June 30, 2000, and Forecasted Costs for Contract Year July i, 2001 through June 30, 2002. (a)Except as provided by subsection 4.4.1, the Forecasted Annual Costs for the Third and subsequent Contract Years may be increased by no more than eighty-two percent (82%) of the previous year’s annual percentage December-to-December change in the~ Index described in subsection 4.6.1(a); provided, however, that ~general and administrative" costs specifically noted on Attachment 3 may be increased at 100% of the annual change in the Index. (b)City, in its sole discretion, shall have the right but not the obligation to review Collector’s Forecasted Annual Costs and to obtain from Collector al! information reasonably necessary to enable City to verify any proposed new or additional costs. City shall notify Collector within thirty (30) days of receipt of the Compensation Report whether it accepts the information contained in the report as complete or specifying any respect in which the City deems such information incomplete or deficient Failure of City to so notify Collector within such 30-day period shall constitute acceptance by City of such information as complete, which deemed acceptance shal! be effective as of such 30th day. City shall complete its review on or before March 31, 2001 and each succeeding March 31 during the term of this Agreement. (c)Subject to City’s approval of any proposed new or additional costs, in the event 990802 sdl 0032219 14 (d) Collector’s OR based on Forecasted Allowable Costs for the Third or any succeeding Contract Year of the Agreement is shown to be within the Target OR Range, the Compensation Report shall be the accepted as the approved budget and the Standard Compensation shown in the Compensation Report shall be the agreed upon Standard Compensation for the such Contract Year. If Collector’s OR is outside the Target OR Range the parties shall perform a cooperative,good-faith review of the Compensation Report with respect to all Forecasted Allowable Costs shown in the report, within the time schedule set forth in subsection 4.6.4. 4.7.2 Adjustment to Recycling Compensation. On or before August I, 2001 and on or before August 1 of each succeeding year during the term of this Agreement, Collector shall submit to City a report describing its recycling operations and income received therefrom for the Contract Year under review. City shal! review such information within 60 days from receipt. If Collector’s gross recycling revenues for the preceding Contract Year were less than 15% under or over the Baseline Revenue, no adjustment shall be made to Collector’s Recycling Compensation. If Collector’s gross recycling revenues for the preceding Contract Year were 15% or more over the Baseline Revenue, Collector shall rebate to City one-half of all revenues over the Baseline Revenue plus 15%. If Collector’s gross recycling revenues for the preceding Contract Year were less than 15% under the Baseline Revenue, City shall pay to Collector the amount of such deficit between the actual recycling revenues received by Collector and the Baseline Revenue less 15%. 4.8 Time of Payment. City shall make monthly payments of Standard Compensation, in arrears, to Collector no later than the 10th day of each month, commencing on October i0, 1999. Commencing on October I0, 1999, unless otherwise specified herein, Collector will make monthly payments to City no later than the tenth (10th) day of each month for collections that are received by Collector but due to City. ARTICLE V BREACH; REMEDIES; TERMINATION 5.1 Default; NQtice. 5.1.1 All terms and specifications of this Agreement are binding, and failure to perform any portion of the work described herein shall be considered a breach of this Agreement. Subject to the extensions of time set forth in Section 7.12, and to the notice provisions of Section 5.1.2, failure or delay by either party to perform any term or provision of this 990802 sdl 0032219 15 Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence and during any period of curing shall not be in default. 5.1.2 Neither party may exercise any rights or remedies upon a default by the other party, unless and until such default continues for a period of thirty (30) days after written notice thereof from the non-defaulting party. Provided, however, that if the nature of the default is such that more than thirty ¯ (30) days are reasonably required for its cure, then the defaulting party shall not be deemed to be in default if it has .commenced a cure within the 30-day period and thereafter diligently prosecutes such cure to completion within ninety (90) days after receipt of written notice thereof. The notice of default shall specify the default complained of by the injured party. Notwithstanding the foregoing, if the default is one or more of the situations described in paragraphs (a) through (e) of subsection 5.4.1, City may exercise its right to terminate without providing Collector the period of thirty (30) days after written notice to cure the default. 5.1.3 Delay in giving a notice of default shall not constitute a waiver of any default nor shall it change the time of default. Any failures or delays by either party-in asserting any of its rights and remedies as to any default shal! not operate as a waiver of any default or of any such rights or remedies, nor deprive either party of its right to institute and maintain any actions or proceedings which~ it may deem necessary to protect, assert, or enforce any such rights or remedies. 5.2 Institution of Legal A¢..tions. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages fo~ any default, or to obtain any other remedy consistent with the purpose of this Agreement, including but not limited to injunctive relief, except that there shall be no right to terminate this Agreement except as set forth in Sections 3.1 and 5.4 of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Santa Clara, State of California, in any other appropriate court in that County, or in the Federal District Court in the Northern District of California. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by Collector, City may suffer irreparable injury and incalculable damages sufficient to support injunctive relief to enforce the provisions of this Agreement and to enjoin the breach thereof. 5.3 Response to Notice of Default; Appeal Procedure. 5.3.1 If a notice of default has been sent to Collector pursuant to Section 5.1.2, the Director shall review Collector’s response and resolve the matter or refer the matter to the City Manager and shall notify Collector of that decision in 990802 sdl 0032219 writing. A decision or order of the Director shall be final and ~ binding on Collector if Collector fails to file a "Notice of Appeal" with the City Manager within ten (i0) days of receipt of the decision or order of the Director. 5.3.2 In any "Notice of Appeal" to the City Manager, Collector shall set forth all grounds upon which the appeal is based and upon which relief is sought, citing provisions of the Agreement or other laws to support its contentions. At least five (5) working days prior to the hearing on the appeal, Collector shall submit to the City Manager all evidence it proposes to rely on at the appeal hearing, including a list of all witnesses Collector plans to call. 5.3.3 If a matter is referred to the City Manager, the City Manager shall set the matter for hearing. The City Manager shall provide Collector fourteen (14) calendar days written notice of the time and place of the hearing. At the hearing, the City Manager shall consider the administrative record, including the following: (a)A Staff Report by the Director, summarizing the proceedings to date and outlining the City Manager’s options; (b)The Director’s Deficiencies; written Notification of (c)Collector’s response to the Notification of Deficiencies; (d)The Director’s written notification to Collector of adverse decision upon review of Collector’s response; (e)Collector’s Notice of Appeal to the City Manager. No new legal issues may be raised, or new evidence submitted by Collector at this or at any further point in the proceedings, absent a showing of good cause. Collector’s representatives and other persons that Collector may request shall have a reasonable opportunity to be heard. 5.3.4 Based on the administrative record and the evidence presented at the public hearing, the City Manager shall determine whether the decision of the Director should be upheld. If, based upon the administrative record, the City Manager determines that the performance of Collector is in breach of any term of this A~reement or any provision of any applicable federal, state or local statute or regulation, the City Manager, in the exercise of his or her discretion, may order Collector to take remedial actions to cure the breach or impose any other remedy in accordance with this Agreement. The City Manager may not terminate the Agreement unless he or she determines that Collector is in material breach of a term of this Agreement (including but not 990802 sdl 0032219 17 limited to the provisions of Section 5.4), or any applicable federal, state or local statute or regulation. The decision or order of the City Manager shall be final. 5.3.5 Collector’s performance under this Agreement is not excused during the period of time prior to a final determination as to whether or not Collector’s performance is in material breach of this Agreement, or the time set by City for Collector to discontinue a portion or all of its services pursuant to this Agreement. 5.4 Termination for Cause. 5.4.1 City reserves the right to terminate this Agreement in the event of any of the following: (a)If Collector practices, or attempts to practice, any fraud or deceit upon City, or practiced any fraud or deceit or made any misrepresentations in the negotiations which preceded the execution of this Agreement; (b)If Collector fails to provide or maintain in full force and effect, the workers compensation or liability and indemnification coverages as required by this Agreement ; (c)If Collector violates any orders or rulings of any regulatory body having jurisdiction relative to this Agreement, provided that Collector may contest any such orders or rulings by appropriate proceedings conducted in good faith, in which case no breach of this Agreement shall be deemed to have occurred until a final decision adverse to Collector is entered; (d)If Collector ceases to provide collection service as required under this Agreement over all or a substantial portion of the Service Area, for a period of two (2) weeks, i.e., two (2) collection cycles, or more, for any reason within the control of Collector or for any labor strike or other situation of labor unrest, whether or not within Collector’s control; (e)If Collector fails to make any payments required under this Agreement; (f)Any other act or omission which violates the terms, conditions or requirements of this Agreement and which is not corrected or remedied within the time set in the written 990802 sdl 0032219 18 notice of the default issued pursuant Section 5.1.2. 5.4.2 .~umDlative .Ri.~ht.s. City’s rights to terminate this Agreement are in addition to any other rights of City upon a failure of Collector to perform its obligations under this Agreement. 5.5 Rights of Ci~z ....tO P~rform ...During Certain Circumstances. If Collector refuses or is unable for a period of more than forty-eight (48) hours, to collect, transport and dispose of any or all of the Solid Waste, Yard Trimmings and Recyclable Materials which it is obligated under this Agreement to collect, transport and dispose of and if, as a result thereof, Solid Waste, Yard Trimmings and Recyclable Materials accumulate in City to such an extent, in such a manner, or for such a time that the City Manager finds that such accumulation endangers or menaces the public health, safety or welfare, then City shall have the right, upon notice to Collector, to temporarily take possession of any or all equipment and facilities of Collector previously used in the collection, transportation or disposal of Solid Waste, Yard Trimmings, or Recyclable Materials under this Agreement, and to use such equipment and facilities to collect and transport the accumulated Solid Waste, Yard Trimmings and Recyclable Materials. Collector agrees that in such event it will fully cooperate with City to effect such a transfer of possession for City’s use, and that City may take temporary possession of and use of the equipment and facilities, including but not limited to Collector’s route books and other information or documents needed to provide services pursuant to this Section 5.5, without paying Collector any rental or other charge. Notice of Collector’s failure, refusal or neglect to collect, transport, dispose or recycle Solid Waste, Yard Trimmings or Recyclable Materials may be given orally by telephone to Collector at its principal office and shall be effective immediately. Written confirmation of such oral notification shall be sent to Collector within twenty-four (24) hours of the oral notification. The parties agree that City’s exercise of its rights under this section (i) does not constitute a taking of private property for which compensation must be paid; (2) will not create any liability on the part of City to Collector, and (3) does not exempt Collector from the indemnity provisions of subsection 7.5, which are meant to extend to circumstances arising under this Section 5.5, provided that Collector is not required to indemnify City against claims and damages arising from the sole negligence of City, its officers, employees and agents in the operation of Collector’s equipment during the time City has taken possession of such equipment. City’s right to retain temporary possession of Collector’s property, and to provide Solid Waste and Recycling Collection services, shall continue until Collector can demonstrate 990802 sdl 0032219 19 to City’s reasonable satisfaction that it is ready, willing and able to resume such services. ARTICLE VI TRANSFER AND ASSIGNMENT 6.1 NO chang~ in Control of Collector. 6.1.1 Collector acknowledges that: (a)Palo Alto Sanitation Company has for many years been a locally owned and operated company, servicing only the City of Palo Alto; and (b)All decisions concerning the operation of Palo Alto Sanitation Company have for many years been made in consultation with City; and (c)City has been able to have direct face to face contact with the Palo Alto Sanitation Company decision maker(s) at any time, as needed; and (d)In 1998, Waste Management acquired ownership of the Palo Alto Sanitation Company. The parties agree that the acquisition did not constitute an assignment of the 1987 Agreement, because Palo Alto Sanitation Company continued to be operated as a separate entity in accordance with Section 33 of the 1987 Agreement, and will continue to operate as a separate entity in the future. 6.1.2 Collector recognizes that, in view of: (a)the importance of the efficient and cost effective collection of Solid Waste and Recyclable Materials to the general welfare of the community; (b)the concessions that in the past have been made available by City for the purpose Of making such Solid Waste and Recyclable Materials collection possible; and (c)the fact that a change in ownership or control of Collector or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or control of Collector or the degree thereof, is for practical purposes a transfer or disposition of the property then owned by Collector; 990802 sdl 0032219 2 0 The qualifications and identity of Collector and its principals are of particular concern to City. It is because of those qualifications and identity that City has entered into this Agreement with Collector. No voluntary or involuntary successor in interest of Collector shall acquire any rights or powers under this Agreement except as expressly set forth herein. 6.2 Assignment o.f Agreement. Collector shall not assign, sell, subcontract or otherwise delegate authority to perform any portion of this Agreement without the prior express written approva! of City. Any attempt to assign, sell, subcontract or otherwise delegate authority to perform any portion of this Agreement without the prior express written approval of City shall be void and the attempted assignment shal! constitute a material breach of this Agreement, which shall result in the automatic termination of this Agreement. In the event of any assignment duly authorized by City, the assignee shall assume all liabilities of Collector hereunder. For purposes of this Section 6.2, ~assignment" shall include, but not be limited to, (I) a sale, exchange or other transfer of substantially al! of Collector’s assets dedicated to service under this Agreement to a third party; (2) a sale, exchange or other transfer of outstanding common stock of Collector to a third party; (3) any reorganization, consolidation, merger, recapitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which Collector or any of its shareholders is a party which results in a change of ownership or control of Collector; and (4) any combination of the foregoing, whether or not in related or contemporaneous transactions, which has the effect of any such transfer or change of ownership or control of Collector. 6.3 Transfer of Control. No sale, gift, or transfer of stock of Collector which would result in a change in Control of Collector during the term of this Agreement shall be made without prior written approval of City. Violation of this provision shall result in the automatic termination of this Agreement. 6.4 Eligibility for Assignment or Transfer. Collector acknowledges that it was eligible to be awarded this Agreement because Collector meets certain criteria, including but not limited to its operation as a separate entity pursuant to Section 33 of the 1987 Agreement, and based on the recitals set forth in Section 6.1.1. Collector agrees and acknowledges that City will not approve an assignment or transfer of ownership to a person or entity failing to meet the following criteria: 6.4.1 The firm must already be providing service within the surrounding geographica! area, for a period of five or more years. The firm must have an excellent record of performance within its service areas. 6.4.2 The firm shall be large enough and have sufficient resources and up-to-date equipment to handle the work and meet the requirements of City. 990802 sdl 0032219 2 1 6.4.3 In the event a request to transfer Control from Collector to ~another person or entity is being considered, the person or firm must be committed to providing and maintaining the same high level of service and reliability that Customers in the Service Area have been accustomed to, as well as the same high level of responsiveness to the Director that has been provided by Collector prior to the date of execution of this Agreement. 6.5 Bankruptcy. If Collector shall at any time during the term of this Agreement become insolvent, or if proceedings in bankruptcy shall be instituted by or against Collector, or if Collector shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy or a receiver of any property of Collector shall be appointed in any suit or proceeding brought by or against Collector, or if Collector shall make an assignment for the benefit of creditors, then and in each and every such case, this Agreement shall immediately cease, terminate, and be canceled upon written notice by City and without the necessity of suit or other proceeding. ARTICLE VII MISCELLANEOUS 7.1 Collector’s Facility. Collector’s office and principal place of business is located at 2000 Geng Road, Palo Alto (the "Geng Road Site"), on property leased from City. Unless otherwise agreed in writing by the parties, Collector shallutilize the Geng Road Site as its base of operations during the term of this Agreement, and shall maintain the site and facilities thereon in accordance with the terms of the lease agreement between Collector and City dated April 7, 1987, as most recently amended on June 21, 1993, and any subsequent amendments thereto. 7.2 Independent Contractor. Collector and the agents and employees of Collector in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of City. Collector shall have no authority to make any contracts or legal commitments on behalf Of City. Collector shall direct its own work under this Agreement. 7.3 Nondiscrimination. 7.3.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Agreement because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Agreement is, or may be, five thousand dollars ($5,000) or more, Collector agrees to meet all requirements of the Palo Alto Municipa! Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY. 990802 sdl 0032219 2 2 7.3.2 Collector agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide Collector with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national, origin, ancestry, religion, disability, sexual preference or gender of such person." 7.3.3 If Collector is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Agreement. 7.3.4 If Collector is found in default of the nondiscrimination provisions of this Agreement, Collector will be found in material breach of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part, without providing the 30 days’ written notice required by Section 5.1.2, or to deduct from the amount payable to Collector the sum of two hundred fifty dollars ($250) for each calendar day during which Collector is not in compliance with this provision as damages for breach of contract, or both. 7.4 Insurance and Indemnification. 7.4.1 Collector, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described below, insuring not only Collector and its contractors, if any, but also, with the exception of workers’ compensation, naming City as an additional insured concerning Collector’s performance under this Agreement. 990802 sdl 0032219 2 3 Required Insurance POLICY Comprehensive Automobile Liability (including owned, hired and non-owned automobiles) Comprehensive General Liability (including products and completed operations, broad form contractual and personal injury) MINIMUM LIMITS OF LIABILITY $2,000,000 Bodily Injury each person $2,000,000 Bodily Injury each occurrence $2,000,000 Property Damage each occurrence $I,000,000 Bodily Injury each person $i,000,000 Bodily Injury each occurrence $i,000,000 Bodily Injury aggregate $i,000,000 Property Damage each occurrence 7.4.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all contractors of Collector retained to perform services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming City as an additional insured under such policies as required above. 7.4.3 Certificates of such insurance, preferably on the forms provided by City, will be filed with City concurrently with the execution of this Agreement. The certificates will be subject to the approval of City’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with City’s City Clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto .is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. 7.4.4 The procuring of such required policy or policies of insurance will not be construed to limit Collector’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, Collector will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of any work performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. 7.4.5 No work shall be done by Collector during any period when Collector is not covered by insurance as required by this Section 7.4. In the event Collector does any work while not covered by the insurance, City may immediately terminate this 990802 sdl 0032219 2 4 Agreement without providing the 30 days’ written notice required by Section 5.1.2. 7.4.6 Collector, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before commencing performance under this Agreement. 7.4.7 Corporate Guarantee. Collector is a wholly- owned subsidiary of USA Waste of California, a Waste Management Company. USA Waste of California shal! execute a guarantee, in the form attached hereto as Attachment 6 and incorporated herein by this reference, guaranteeing the performance by Collector of the obligations set forth in this Agreement. 7.5 Indemnity_ Collector shall indemnify, defend (with counsel selected by City) and hold harmless City, its officers, agents and employees from any and all claims and losses whatsoever occurring or resulting to any and all Persons furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any Person or property for damage, injury or death arising out of or connected with Collector’s performance of its obligations pursuant to this Agreement, or arising from or attributable to any alleged breach of warranty of merchantability or fitness of purpose or other laws relating to product liability for Recyclable Materials collected pursuant to this Agreement. Collector’s obligation to indemnify, defend and save harmless City as stated hereinabove shall include, but not be limited to, paying all legal fees and costs incurred by legal counsel of City’s choice in representing City in connection with any such claims, losses, lawsuits or actions. In connection with claims, liability, lawsuits or actions arising out of the Environmental Statutes, this clause shall not restrict any rights City has against Gollector, including, but not limited to, the right of contribution, pursuant to the Environmental Statutes. THIS PROVISION SHALL SURVIVE THE EXPIRATION OF THE PERIOD DURING WHICH COLLECTION SERVICES ARE TO BE PROVIDED UNDER THIS AGREEMENT. 7.6 Privacy. Collector shall strictly observe and protect the rights of privacy of residential service recipients. Collector shall not market or distribute mailing lists with the names and addresses of residential service recipients. This provision shall not be construed to preclude Collector from preparing, participating in, or assisting in the preparation of waste characterization studies or waste stream analyses which may be required by the Act. The rights accorded residential service recipients pursuant to this Section 7.6 shall be in addition to any other privacy rights accorded residential service recipients pursuant to federal or state law. 990802 sdl 0032219 2 5 7.7 US@ of RecYcled Materials. Collector shall purchase and use paper products with a minimum recycled content of 30% post- consumer waste for any services provided under this Agreement, including for office administrative purposes. 7.8 Construction. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and neuter and vice versa. 7.9 ~everability. if any part of this Agreement is invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable or otherwise frustrate the purposes of this Agreement. 7.10 Captions and References. The captions of the sections and subsections of this Agreement are solely for convenience of reference, and shall be disregarded in the construction and the interpretation of this Agreement. References herein to a section or subsection are to the sections and subsections of this Agreement, unless expressly stated otherwise. 7.11 Time of the Essence. Time is of the essence with respect to this Agreement and each and every term and condition hereof. 7.12 FQrce Majeure. Performance by any party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where the party seeking the extension has acted diligently and delays or defaults are due to events beyond the reasonable control of the party (except as set forth below), including but not limited to: riots; war or national emergency declared by the President or Congress and affecting the City of Palo Alto; civil disturbance; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable control of Collector or other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform (collectively, ~Enforced Delays"), provided, however, that the party claiming the extension notify the other party in writing of the nature of the matter constituting the Enforced Delay within ten (i0) days after the occurrence of the Enforced Delay. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the Enforced Delay and shall commence to run from the time of the commencement of the cause. "Other catastrophic events" does not include labor unrest, including but not limited to, strikes, lockouts, work stoppages, slowdowns, sick-outs, picketing, or other concerted job actions conducted by Collector’s employees or directed at Collector or its facilities; or the financial inability of Collector to perform; or failure of Collector to obtain any necessary permits or licenses from other governmental agencies or the right to use the facilities of any public agency, even where such failure occurs despite the exercise of reasonable diligence by Collector. 990802 sdl 0032219 7.13 Property Damage. Normal wear and tear from general vehicular traffic excepted, Collector shall be responsible for damage to allpublic and private property in the Service Area, including but not limited to streets, roads and ways (whether or not paved) and trees, resulting from the operation of Collector’s vehicles or the actions of Collector or its emp!oyees in providing Solid Waste and Recyclable Materials collection services within City. Any physical damage caused by the negligent or willful acts or omissions of employees or agents of Collector to public or private property in the Service Area shall be immediately repaired or replaced by Collector, at Collector’s sole expense. Any costs or expenses incurred by Collector described in this Section 7.13, which are the result of the wilful misconduct or gross negligence of Collector, its employees or contractors, shall be considered ~Non-Allowable Expenses" for purposes of determining Compensation. 7.14 Law ~0 Govern; Venue.The law of the State of California shall govern this Agreement.In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Santa Clara. In the event of litigation in a U.S. District Court exclusive venue shall lie in the Northern District of California. 7.15 Attorneyl....S Fee.~. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including actual attorney’s fees and costs, including costs of expert witnesses and consultants, discovery costs, and costs on appeal. 7.16 Calendar Days. All references in this Agreement to a number of days in which any party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be business days. 7.17 Amendments....; No 0ral Modifications. 7.17.1 This Agreement supersedes all prior proposals, agreements and understandings between the parties and may not be changed or terminated orally. Except for those provisions expressly stated herein as being subject to modification by regulation issued by the City Manager pursuant to Section 5.20.280 of the PAMC, no change or termination of, or attempt to waive, any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced. // // // // 990802 sdl 0032219 2 7 7.17.2 This Agreement is part of City’s efforts to comply with the provisions of the Act, as it from time to time may be amended, and the regulations of the California Integrated Waste Management Board ("Regulations"), as they from time to time may be amended. Notwithstanding subsection 7.17.1, in the event that the Act or other state or federal laws or regulations or court decisions enacted or issued after the execution of this Agreement prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified or may unilaterally be suspended by the City Manager, as may be necessary to comply with such state or federal laws or regulations. 7.18 .Jgint Drafting. Each party has cooperated in the drafting and preparation of this Agreement with the aid of legal counsel. Accordingly, in any construction to be made in this Agreement, it shall not be construed against either party. 7.19 Execution in Counterp_arts. This Agreement may be executed in counterparts and, when each party has signed and delivered at least one such counterparts, each counterpart shall be deemed an original and all counterparts taken together shall constitute one and the agreement. 7.20 Attachments. This Agreement includes, in addition to the main text, five (5) Attachments, each of which is incorporated herein by reference, as follows: Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Scope of Services Recycling Center Operations Allowable Expenses, Pass-Through Expenses and Non-Allowable Expenses Schedule of Performance Adjustments Reporting Requirements Corporate Guaranty II II II II II II II II II 990802 sdl 0032219 2 8 Date: Date: Executed the date and year hereinabove stated. Palo Alto Sanitation Company, a California Corporation and wholly owned subsidiary of USA Waste of California, a Delaware Corporation, a Waste Management Company USA Waste of California, a Delaware Corporation, a Waste Management Company _ ~ City of Palo Alto, a California Municipal corporation Date: ATTEST: Mayor City Clerk APPROVED: City Manager Senior Asst. City Attorney Director, Administrative Services Director, Public Works 29 CERTIFICATE OF ACKIqOWLEDGMENT (Civil Code § 1189) STATE OF ~-\" \-~ ~r~\)) ss. COUNTY OF (2h\ ~ ~J~-) On ~t~b,h~%~ , 195--5, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ~~ ~. k~&a ~ ~3\~ q~-~_~ ~,~ "---- , ~ k~u~%% to m~ or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i-s/are subscribed to the within instrument and acknowledged to me that ~e/~e/they executed the same in h-i~/h~r/their authorized capacity(ies), and that by h-i~/~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 3O CERTIFICATE OF ACKNOWLEDGMENT (Civi! Code § 1189) STATE OF )) ss. COUNTY OF ) On , 19__, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 31 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) ) ss. COUNTY OF ) On , 19__, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 32 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § i189) STATE OF ) SS. COUNTY OF ) On , 19__, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 33 ATTACHMENT 1-1 ATTACHMENT 1 TO AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES SCOPE OF SERVICES ARTICLE i GENERAL; ADMINISTRATIVE i.I Governing Requirements. Collector shall acquire and maintain all applicable permits and licenses, and shall comply with all provisions of this Agreement, the PAMC (including, but not limited to, Chapter 5.20, which is incorporated herein by this reference), all rules and regulations adopted by the City Manager pursuant to Section 5.20.280 of the PAMC, and all other applicable laws, rules and implementing regulations, specifically including, but not limited to the Act; CERCLA; RCRA, and the Americans With Disabilities Act of 1990(28 U.S.C. §§ 12001, et s_9_q.), all as they, from time to time, may be amended. Collector hereby acknowledges having received a copy of Chapter 5.20 of the PAMC. 1.2 Service Requirements. Collector shall furnish all personnel, equipment and supplies necessary to provide the Solid Waste and Recyclable Materials handling services set forth in this Attachment No. I. 1.3 Operation of..Recyc!ing Center. City has previously authorized Collector to establish the Recycling Center at the City Landfill. Collector shall operate the Recycling Center according to the procedures set forth in Attachment No. 2. 1.4 Solid Waste Disposal; Dispositio~......of Recyc!able Materials. Collector shall dispose of all Solid Waste collected in the Service Area at, and deliver al! Recyclable Materials and Yard Trimmings collected in the Service Area to the Palo Alto Landfill or the SMART Station, as directed by the Director. Collector shall not utilize facilities other than the Palo Alto Landfill or SMART Station unless otherwise designated in writing by the Director. 1.5 Hazardous Waste 1.5.1 Except as set forth in subsection 1.5.4 Collector shall not be required to handle or haul any Hazardous Waste. Collector’s employees shall visually scan the Solid Waste disposed of in Bins, Boxes or Containers in order to ensure it does not contain any Hazardous Waste. Collector’s employees shall take all reasonable steps to avoid collecting Hazardous Waste and shall refuse to collect and dispose of any such waste of which it becomes aware. Collector shall not, however, be required to filter through and thoroughly inspect the Solid Waste disposed of in Bins, Boxes, or 990802 sdl 0032220 Containers in order to ensure it does not contain any Hazardous Waste. 1.5.2 Collector shall place a tag on any Hazardous Waste items (or the Bin, Box, or Container) identified in the course of providing services pursuant to this Agreement (except those collected pursuant to subsection 1.5.4), labeling the items or Bin, Box or Container as "hazardous - special handling required" and informing the customer of the various alternatives for proper disposal. Collector shall keep a record of al! customers who have received a tag for depositing Hazardous Waste items. 1.5.3 Collector shall immediately notify the Director of reportable quantities of Hazardous Waste, found or observed by Collector to be improperly handled or stored anywhere within City. Further, if Collector observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Wastes unlawfully disposed of or released on City property, streets in City, storm drains, or public .rights of way, Collector will immediately notify the Director. For purposes of this subsection, "reportable quantities" shall have the meaning set forth in Health and Safety Code Section 25359.4, as it now exists or may subsequently be amended. 1.5.4 Collector shall collect and properly recycle/dispose of those Hazardous Waste items expressly listed in Section 2.3.2 of this Attachment No. i, in accordance with the procedures set forth in this Attachment No. i, and shall accept at the Recycling Center and properly recycle/dispose of those Hazardous Waste items expressly listed in Section 1.2.2 of Attachment No. 2. Collector shall timely comply with all requirements of City’s Fire Department and other agencies with authority over the handling and storage of Hazardous Waste, including but not limited to all reporting requirements. 1.5.5 Collector shall conduct yearly training programs for all of its waste collection employees, addressing the following: (a) to instruct them in determining what is Hazardous Waste; (b) to advise them to be aware of and locate, if possible, Hazardous Waste items when undertaking collection of wastes and Recyclable .Materials in the City; (c) to follow proper procedures by tagging Hazardous Waste items as "hazardous - special handling required"; (d) to advise customers of the various alternatives for proper disposal; and (e) to instruct them on proper "spill response" procedures when Hazardous Waste is observed anywhere in the City. All of Collector’s employees at the Recycling Center shall receive yearly training on the procedures (including record keeping and reporting) for accepting, storing, processing, and subsequent disposa! of the household hazardous waste accepted pursuant to Section 1.2.2 of Attachment No. 2. 1.6 Routes. 1.6.1 Collector may divide City into collection routes, which shall be shown on a single line diagram, which must be 990802 sdl 0032220 2 approved by the Director. Collector shall prepare route books for each route, indicating the address of each service recipient, number of Bins, Boxes, or Containers, frequency of collection, and such other pertinent information as the Director may require. Collector shall keep route books up to date at all times. Authorized representatives of City shal! have the right to inspect the route books during normal business hours; and in the event that City exercises its rights to perform collection services under section 6.5 of this Agreement, Collector shal! turn over the route books to City during the time City is performing such services. City shall keep the information contained in the route books confidential to the extent allowed by law. 1.6.2 In order to verify reports of disposal amounts collected by Collector from each designated route, City shall be entitled to conduct a review of any designated route upon demand. The review demand will be made by the Director by telephone twenty- four (24) hours prior to the regularly scheduled collection day of the designated route. Telephone notice shall be followed by written notice and facsimile transmission (Fax) to Collector. The review demand shall entitle City to conduct a physical route review of any or all designated routes for the purposes of verifying customers served, disposal and recycling materials amounts collected, and any other information as may be deemed necessary and beneficial to City. A route review will include, at minimum: (I) verification that the collection vehicle is empty when beginning the route; (2) verification of the addresses which are served by the designated collection vehicle; (3) verification of the facilities to which the Solid Waste and Recyclable Materials are taken; (4) the quantity of Solid Waste and Recyclable Materials in tons collected from the designated route; and (5) a review of all records of Collector deemed relevant by the Director. 1.7 Sanitation and Performance Requirements 1.7.1 Collector shall not litter any premises or public property in making collections pursuant to this Agreement, nor shall any Solid Waste or Recyclable Materials be allowed to leak, b!ow or fall from collection~ vehicles. Any Solid Waste or miscellaneous debris dropped or spilled in collection, transfer or transportation shall be immediately cleaned up by Collector. A broom and a shovel shall be carried at all times on each vehicle for this purpose. 1.7.2 Collector shall, without delay after removing Solid Waste or Recyclable Materials from any container, replace the container in its designated position on the premises with its cover on or inside, and shall repair or replace at Collector’s expense, any containers damaged as a result of its handling thereof, normal wear and tear excepted. 1.7.3 Collector shall close all gates after making collections and shall avoid crossing private or public planted areas and climbing or jumping over hedges and fences. 990802 sdl 0032220 3 1.8 NO Unnecessary Noise. Collector’s personnel shall make all collections in a quiet and orderly manner. The Collector shall utilize equipment available to minimize noise and shall incorporate noise control features in its equipment, as may be directed by the Director. Collector shall comply at all times with Chapter 9.10 of the PAMC, regarding noise. 1.9 Collection Impediments. Collector shall provide regularly scheduled weekly Solid Waste and Recyclable Materials collection service to each residential Place or Premises within the Service Area and shall provide regularly scheduled weekly Solid Waste collection service to each Commercia!/Industrial Place or Premises within the Service Area. A number of Collection Impediments may require special effort to accomplish this level of service. If this special effort requires the distribution of containers, it shall be the responsibility of Collector to distribute them. When Solid Waste is not collected from any residential service recipient as a result of a Collection Impediment, Collector shall notify the service recipient and City by tagging the item(s) and notify City within twenty-four (24) hours. 1.9.1 Rain ..or.. Natural.. Disaster. Some streets become impassable during periods of heavy or prolonged rain, or due to a natural disaster. When Collector determines that collection vehicles can no longer provide service in the street, Collector shall notify the Director if it cannot make a collection within twenty-four (24) hours of the normally scheduled time. 1.9.2 Infrastructure Renovation. Periodically major renovation is necessary to maintain the infrastructure of City. This includes such activities as replacing gas lines, water lines, sewer lines, and storm drains; surfacing or resurfacing streets; and replacing wiring for telephone, electricity, or cable television. If City is notified in advance of these activities, City wil! notify Collector. However, it is not uncommon for work to be initiated without prior notification. Alternate collection service must be provided by Collector during this period of disruption. Each circumstance must be evaluated individually to determine the appropriate alternative. The Director shall be notified by Collector of the nature of the disruption, its location, and the alternative employed to provide service. 1.9.3 .Street Blocked by Materials. When material is placed in the street in such a way that the collection vehicle cannot proceed down the street, Collector may notify City. City will attempt to locate the individual responsible for the material and have them remove it. If the responsible party cannot be located, Collector may at its discretion remove the material blocking the alley or street and collect the Solid Waste and Recyclable Materials as scheduled. 990802 sdl 0032220 i.i0 ~oncollectiQ~. i.i0.i When any Solid Waste and/or Recyclable Materials deposited in their proper location for collection are not collected by Collector, the driver shall leave a tag attached to the container or non-collected item, indicating the reason(s) .for refusal to collect the materials. This information shal! either be in writing or by means of a checklist system. If the noncollection results from a Collection Impediment, the service recipient shall be notified pursuant to the procedures set forth in Section 1.9 of this Attachment No. i. 1.10.2 Collector shall maintain, at its place of business, a log book listing all uncollected, tagged items. The log book shall contain the names and addresses of the parties involved, and date of such tagging, the nature of same, and the date and manner of disposition of each case. Such log shall be kept so that it may be conveniently inspected by representatives of City upon reqmest. Such log shall be retained for the term of this Agreement. i. II .E~ipment I.Ii.i Ge~era$. Collector warrants that it shall provide an adequate number of vehicles and equipment for the collection, disposal and transportation services for which it is responsible under this Agreement. 1.11.2 Specifications. All equipment used by Collector to perform work under this Agreement shal! conform to the highest industry standards and shall be maintained in a clean and efficient condition. Collection trucks shall be uniformly painted in a color approved by City. The specifications for all vehicles shall be submitted to City for approval prior to their purchase, and City shall respond to such submittals in a timely manner. All motor vehicles used in implementing this Agreement shall comply with applicable provisions of the PAMC, and shall be operated in full compliance with the California Vehicle Code and local ordinances. All certificates generated from California Highway Patrol inspections of each vehicle shall be maintained and available for inspection by City during working hours throughout the term hereof. ~AII vehicles used by Collector for the collection and hauling of Solid Waste shall be so constructed and maintained as to prevent leakage, spillage, or overflow. Al! vehicles shall be equipped with such safety devices and warning lights as shall be required by State law and the Director. Trucks shall not be loaded in excess of the manufacturer’s recommendations. Collector shall work with City to explore implementation of a practicable alternative fuel vehicle fleet. 1.11.3 Vehicle Identification. All trucks and equipment shall be clearly identified by an assigned equipment number and with the firm name and local telephone number affixed thereto. All truck labels and logos must be approved by the Director, whose approval shall not be unreasonably withheld; provided, that the trucks must be clearly identified as PASCO vehicles. 990802 sdl 0032220 5 1.11.4 Cleaning and Maintenance. (a)General. Collector shall maintain all of its properties, facilities, and equipment used in providing service under this Agreement in a safe, neat, clean and operable condition at all times. (b)Cl@aning. Vehicles shall be thoroughly inspected, both inside and out, on a daily basis, and washed and cleaned as needed, but no less often than once a week. (c) (d) Painting. All vehicles used in collection of Solid Waste and Recyclable Materials shall be repainted at least once every five years, or more frequently as needed to maintain a good appearance. Maintenance. Collector shall inspect each vehicle daily to insure that all equipment is operating properly. Vehicles that are not operating properly shall be taken out of service until they are repaired and do operate properly. Collector shall perform all scheduled maintenance functions in accordance with the manufacturer’s specifications and schedule. Contractor shall keep accurate records of all vehicle maintenance, recorded according to date and mileage, and shall make such records available to the City upon request. Collector shall use no trucks older than seven (7) years without the express approval of the Director. When a new vehicle is placed in service, the vehicle it replaces shall be taken out of service as of the first day of the following month. Any costs incurred after that date by Collector for the replaced vehicle shall be disallowed for purposes of Collector’s Compensation. (e)Repairs. Collector shall repair, or arrange for the repair of, all its vehicles and equipment for which repairs are needed because of accident, breakdown or any other cause so as to maintain all equipment in a safe and operable condition. (f)Storage. Collector shall not store any vehicle or equipment on any public street or other property in City, except for Collector’s Facility or, to the extent permitted by this Agreement, the Recycling Center. Any storage of equipment other than as expressly authorized by this subsection requires the 990802 sdl 0032220 prior express written authorization of the Director, and must occur at locations identified in that written authorization. 1.12 Personne..! of Coll@ctor 1.12.1 During the life of this Agreement, Collector shall employ sufficient personnel qualified by reason of education, training and experience to discharge adequately the services agreed to be performed by Collector pursuant to the terms of this Agreement. Collector shall provide service of the highest quality at all times, and personnel retained to perform this Agreement will be temperate, competent, and otherwise fully qualified to fulfill the obligations of Collector. 1.12.2 Driver Qualificatio.Ds. All drivers shall be trained and qualified in the operation of waste and recycling collection vehicles and must have in effect a valid license, of- the appropriate class, issued by the California Department of Motor Vehicles. 1.12.3 Uniforms. All employees of Collector performing services under this Agreement shall be dressed in clean uniforms with the employee’s name or a numbered badge which also shows Collector’s company name thereon at all times while engaged in the work; no portion of this uniform may be removed while working. 1.12.4 Training. Collector shall provide regular and continuing training to its personnel (including, but not limited to, safety training), to insure that the highest quality of service is provided at all times. 1.12.5 No Gratuities. Other than as expressly authorized by this Agreement, Collector shall not, and shall not permit its employees to, demand or solicit, directly or indirectly, any additional compensation or gratuity from customers or members of the public for the collection of Solid Waste or Recycling under this Agreement. 1.12.6 EmplQyee Conduct and .~ourtesy. Collector shall use ,its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. Collector shall regularly train its employees in customer courtesy, shall prohibit the use of loud or profane language, and shall instruct collection crews to perform the work as quietly as possible. If any employee is found not to be courteous or not to be performing services in the manner required by this Agreement, Collector shall take all necessary corrective measures, including, but not limited to, transfer, discipline or termination. If City has notified Collector of a complaint related to unreasonably discourteous behavior, Collector shall, upon request of City, reassign the employee to duties not entailing contact with the public while the Collector is pursuing its investigation or disciplinary process. 990802 sdl 0032220 7 1.12.7 Employee Information. As part of the Annual Compensation Review pursuant to Article 4 of the Agreement, City may request information relating to employee compensation, including but not limited to, an employee compensation schedule. City shall have the right, during normal business hours, to inspect employee records as may be reasonably necessary to further the purposes of this Agreement. 1.13 Customer Service and ACCessibility 1.13.1 Office. Collector shall at all times during the term hereof, maintain a business office within the Service Area for purposes of carrying out its obligations under this Agreement. Collector shall provide a listed telephone number, at both the Collector’s Facility and the Recycling Center, and shal! courteously, quickly, and expeditiously receive and answer all telephone calls to both offices. 1.13.2 office Hours. Collector’s office shall be open to the public from 8:00 a.m. to 5 p.m. Monday through Friday. The office may be closed on weekends and legal holidays and other times when the Palo Alto landfil! is closed.. 1.13.3 Telephone. Collector shall maintain a telephone in operation at its Office during business hours. Collector shall install telephone equipment sufficient to handle the volume of calls typically experienced on the busiest days. Collector shall provide City with the names and telephone numbers of emergency contacts who will be available during hours when the office is closed. Collector shall arrange for both the regular and emergency telephone numbers to be listed in all telephone directories generally distributed in the City. If City receives complaints that the customers are unable to reach Collector’s office by phone, or are subject to excessive waiting time "on hold" or for a return call after leaving a message, City may require that Collector install additional telephone lines or provide additional staff coverage. 1.13.4 Large Volume Customers. Collector shall dedicate staff to handle all accounts with large volume Customers in order to ~ establish a good working relationship with the Customer and resolve problems in a timely manner. This includes providing the Customer with an itemized list of charges, by address of each facility of that Customer served by Collector, within 24 hours of request. For purposes of this section, the term "Large Volume Customers" shall mean the top 50 waste generators within the City. 1.13.5 Customer Service Records. All customer service records and logs kept by Collector shall be available to City upon request and at no cost to City. City shall, at any time during regular City business hours, have reasonable access to Collector’s customer service department for purposes that may include monitoring the quality of customer service, researching customer complaints, or gathering information pertaining to residentia! or commercial accounts. 990802 sdl 0032220 1.13.6 C.us.~omer Servic.@ Surveys. City may, at City’s own expense, conduct surveys to determine customer satisfaction. Collector shall provide assistance in the development of the survey. If, as a result of the survey, City determines that customer service quality required by this ~Agreement is not being maintained, Collector shall take appropriate action to bring such service to a level of compliance with this Agreement within a reasonable amount of time. The results of such surveys shall be made available to Collector upon request. 1.14 Complaints/Compliments 1.14.1 Service Complaint...S. Collector shall investigate, respond, and initiate a remedy for all service complaints within eight (8) working hours of the time the complaint was received by Collector. In particular, without limitation, if a complaint involves a failure to collect solid waste or recyclables from a Premises as required by this Agreement, Collector shall collect the solid waste or recyclables in question within the same day if the complaint is received by 9:00 a.m., or by next business day if received after 9:00 a.m., provided that Collector need not collect solid waste or recyclables that have not been delivered for collection in accordance with the PAMC, if Collector properly tags such items in accordance with Section 3.10.1. 1.14.2 Complaint/Compliment Log Book. Collector shall log all compliments/complaints received by telephone. The log shall include the date and time the compliment/complaint was received; the name, address and telephone number of the caller; a description of compliment/complaint; the name of the employee recording the compliment/complaint; and the action taken by Collector to respond to and remedy the complaint, including the date and time of such response. Collector shall compile a summary statistical table of the complaint log and submit the table to City with the Monthly Status Report, which is described in Section 2.9 of Attachment No. 5. The logs shall be retained during the term of this Agreement and shall be available to City during business hours. 1.15 Press Releases. Except as otherwise expressly set forth in .this Attachment No. i, al! press releases, reports, or other documents prepared by Collector for release to the public relating to this Agreement, shall be subject to the prior review and approval of Director. 1.16 Records. 1.16.1 Collector shall compile the information specified in Attachment No. 5 and deliver the written reports required by Attachment No. 5, at the times set forth therein, to the Director. All such reports shall be signed by the District Manager. 1.16.2 The refusal or failure of Collector to file any of the reports required, or to provide required information to City, or the inclusion of any false or misleading statement or 990802 sdl 0032220 9 representation by Collector in such report shall be deemed a material breach of this Agreement, and shall subject Collector to all remedies, legal or equitable, which are available to City under this Agreement or otherwise. 1.17 Ownership of. Solid Waste and Recy¢lable Materials. 1.17.1 Solid Waste and Yard Trimmings. Ownership and the right to possession of Solid Waste, Recyclable Materials that are not source separated from Solid Waste, and Yard Trimmings, placed in containers or bundles for collection at the usual place of collection, transfer from the Residential householder or Commercial/Industrial business owner, as the case may be, to City. 1.17.2 Source Separated Recyclabl@ Materials. Ownership and the right to possession of the following Recyclable Materials transfer directly from the Residential householder or Commercial/Industrial business owner, as the case may be~ to Collector, pursuant to PAMC Sections 5.20.090 and 5.20.100, and by Public Resources Code Sections 41950 and 41951, and by this Agreement: (a)Recyclable Materials that are source separated and collected as part of City’s curbside Recycling program from Residential Premises, placed in containers or bundles for collection at the usual place of collection; (b)Recyclable Materials that are placed in Bins, Boxes, or Containers that the Collector provides for the collection of Recyclable Materials from Commercial/Industrial Premises; (c)Recyclable Materials that are delivered to the Recycling Center. At no time does City obtain any right of ownership or possession of source separated Recyclable Materials placed for collection by Collector, and nothing in this Agreement shall be construed as giving rise to any inference that City has any such rights. City and Collector agree that, for purposes of the Uniform Commercia! Code and all other laws imposing liability for defective products, it is Collector, and not City which is to be considered the "merchant" of goods recycled at the Recycling Center. 1.17.3 Notice to Service Recip.ients. Collector shall notify all service recipients, in a manner acceptable to the Director, of the provisions of Public Resources Code Sections 41950(c) and 41951, as well as PAMC Sections 5.20.090 and 5.20.100, to the effect that, subject to the right of the service recipient to claim lost property, title and the right to possession, and liability for all source separated Recyclable Materials which is set out for collection on the regularly scheduled collection day shall pass to City or Collector at the time it is set out. 990802 sdl 0032220 1 0 ARTICLE II SOLID WASTE AND RECYCLING SERVICES 2.1 ~@n,@r~l,,,,,Service Specifications 2.1.0 Customer. As used in this Agreement, the term "Customer" shall mean the Residential householder or Commercial/Industrial business owner responsible for the Place or premises being provided with Solid Waste or Recyclable Materials handling services pursuant to this Agreement. 2.1.1 Solid Was%e ¢.01.I@¢..~i0n $¢.hedul.@. Collector shall collect Solid Waste from all Residential Premises once each week on a Monday through Friday schedule, on the same day each week as determined by Collector. Collector shall collect Solid Waste at Commercial/Industrial Premises at least once each week, on a Menday through Saturday schedule, on the same day each week as determined by Collector. If routes are-established pursuant to Section 1.6 of this Attachment No. I, each Residential and Commercial/Industrial Premises on the route must have their Solid Waste collected on the same day each week, but different collection days can be established for the different routes. 2.1.2 Change. of Collection Days. Collector shall obtain approval from City prior to any change of collection day(s). Such approval shall not be unreasonably withheld by City; provided, however, that collection days may be changed no more than once per year. In the event that Collector requires a change in collection day(s), the Collector, by written notice directly to Customers affected by such change and by public announcement in a newspaper of general circulation in City and approved by City, shall notify each affected Customer not less than thirty (30) days befove Collector changes any regularly scheduled collection day. Collector shal! send written notice of any such change to the Director thirty (30) days before the day on which the Customer is so notified. In the event that City requires a change in collection day(s), City shall notify Customers in the same manner listed above. 2.1.3 Starts/Stops/Changes. in S~rvice. Collector will receive notification of starts, stops and changes in service for Residential Premises from City. If Collector is advised of such changes by a Customer, Collector shall notify City of such information within eight (8) working hours. If Customers contact the Collector directly to request changes in Commercial bin or roll-off service (including starting service, stopping service, change of ownership, change of bin size(s), frequency of pickup, bin location, etc.) and such Customers are included in City’s municipal utility billing system, the Collector shall refer the call to City’s Utilities Department 990802 sdl 0032220 ! 1 where the change of service information will be recorded by City. If such changes are requested by a roll-off or on-call service Customer or any other Customer that is not included in City’s municipal utility billing system, Collector shall record and implement the requested changes and shall notify City within eight (8) working hours. Information on changes in on-call, roll-off and container service shall be submitted by Collector to City with the monthly report described in this Agreement. Upon cancellation of any service by the Customer, or upon notification of cancellation of service by City, Collector shall remove all containers previously supplied by Collector from the premises of the Customer within seven (7) days. Upon notification of a requested start or change in service by either a Customer or City, Collector shal! deliver containers to Customers within three (3) working days, unless directed otherwise by the Director. 2.1.4 Services Provided for Individuals with Physical Limitations. At the request of City, Collector shall provide, at no additional charge, backyard collection service for physically limited residents of Residential Premises, for Recyclable and Yard Trimming Materials. For purposes of this Section, ~physically limited residents" are those residents who, due to age, handicap or disability, are physically unable to bring their containers to the curb. Residential householders will be required to fill out an application provided by City and provide medical certification, and City shall determine whether the resident is eligible for this special service. 2.1.5 Holidays. Regular collection schedules need not be maintained on the following holidays: January I, the fourth Thursday of November, December 25, and any other holidays mutually agreed by the parties. In years when these holidays fall on a regular collection day, the collection schedule for subsequent days of the week shall be moved to the following day that is not a Sunday. Collector shall notify Customers of these schedule changes in accordance with Section 2.1.2 of this Attachment No.l. 2.2 Containers 2.2.1 Recyclable Materials Containers. City will purchase plastic Containers for Recyclable Materials, including crates or tubs and wheeled carts, and deliver them to the Recycling Center for storage and handling by Collector. City’s name and logo, and Collector’s phone number, will be embossed or affixed on all plastic Recyclable Materials containers. Collector shall not place any labels or embossments on Recyclable Materials containers without prior approval by City. Collector shall be responsible for ensuring that an adequate supply of Recyclable Materials Containers is maintained for distribution in according to the standards ~established in this Agreement. This includes, without limitation, informing City on a timely basis that the supply of containers is low. Collector shall repair containers as necessary, including the 64- and 95-gallon wheeled carts and containers furnished to Residential and Commercial/Industrial Premises for storage of 990802 sdl 0032220 12 Recyclable Materials and Yard Trimmings, operations. A.Residential Premises Containers damaged by collection Recyclable Materials Residential Premises shall be provided three (3), twelve (12) gallon plastic stacking crates per residential unit, or such other size and quantity as City determines. One additional twelve (12) gallon plastic stacking crate shal! be provided when the mixed paper recycling program is implemented. Collector shall not charge residents for delivery or use of stacking crates for Recyclable Materials. B.Multiple Family Dwelling Recyclable Materials Containers Multiple Family Dwellings shall be provided with at least one 64- or 95-gallon wheeled cart to store deposited Recyclable Materials or Yard Trimmings, and any additional carts necessary for the collection of. Recyclable Materials. City shall be notified before any container is pulled due to contamination or non-use. Multiple family dwellings shall not be assessed for delivery or use of wheeled carts for Recyclable Materials. Recyclable Materials Containers for Commercial/Industrial Premises (other then Multiple Family Dwellings) Commercial/Industrial Premises shall be provided with 38, 64, or 95-gallon wheeled carts to store Recyclable Materials or Bins, 1 cubic yard or larger, at rates established by City. City of Palo Alto facilities and public and private schools are exempt from rental charges for Bins. D. Home Businesses/Small Businesses Collector shall provide Recyclable Materials collection services to home businesses similar to the services offered Commercial/Industrial Premises. Collector shal! deliver crates or . tubs to businesses not generating enough material to warrant a wheeled cart. Collector shall also collect all cardboard which is flattened and cross-tied. Collector may charge the customer for these special services at rates established by City. 2.2.2 R.ep.!a~ement or Additional Recyclable Materials Cont.ai~ezs. In the event delivered Recyclable Materials containers are lost, stolen, damaged or destroyed, Collector shall deliver containers within one week of request by Customer or City, at no charge to Customer or City; provided, that a Residence shall be limited to one free replacement set per year. Residents or businesses who would like to obtain extra containers for storing Recyclable Materials can purchase them at Collector’s administrative office during regular business hours at rates established by City. Collector shall inventory Recyclable 990802 sdl 0032220 i 3 Materials containers each month and ensure an adequate supply for replacement purposes. Collector shall not charge customers for the delivery of containers. 2.2.3 Bags for Oil Filters.....and Household BaZterie.s. City will purchase plastic bags for oil filter and household battery collection. Collector shall distribute and replace bags.with new ones when filled.bags are left at the curb. Collector shal! keep an adequate supply of bags available at all times and shall provide sufficient notice to City when supplies are low so that supplies do not run out. 2.2.4 Solid Waste......Containers. Collector shall have an adequate supply of approved detachable or stationary compactor containers available for Commercial/Industrial Premises including, but not limited to, collection Bins and Boxes as defined in Section 5.20.010 of the PAMC. Collector shall be responsible for the general repair, and upkeep of all detachable containers. Containers shall be repainted a minimum of once every two years or as needed to remain attractive and clean and kept in a serviceable condition at all times. Collector shall provide detachable or stationary container cleaning service at rates established by City, upon request of the Customer. 2.2.5 Labels for Containers. City will purchase labels for Recyclable Materials, Solid Waste, and Yard Trimmings containers. Collector shall distribute labels to customers when requested. Collector shall keep an adequate supply of labels available at all times and shall provide sufficient notice to City when supplies are low so that supplies do not run out. 2.2.6 Locks. Collector shall provide locks on Bins or Boxes as requested by City or the Customer, at a rental rate established by City. Collector shall keep an adequate supply of locks available at all times. 2.2.7 Adequa5e Supply. For purposes of this Section 1.2, "adequate supply" means that the Collector has enough of the containers, labels, bags, or other items at issue on hand, to ensure delivery according to the standards set forth in this .Agreement. 2.3 .Services... fQr Residential Premises 2.3.1 Solid Waste Services Provided Solid Waste shall be collected and picked up by Collector in the backyard of the Residential premises where such material is produced, kept or accumulated, or at such other location as may be approved by the Director, unless otherwise required by action of the City Council. The term "backyard collection" as used in this subsection and elsewhere in this Agreement, shall mean the collection of Solid Waste from anywhere in the back yard of Residential premises; provided, however, that for residences West of 1-280 where narrow driveways prevent truck access and require Collector’s personnel to walk in more than twenty-five (25) feet, collection shall be 990802 sdl 0032220 14 curbside unless the Customer agrees to pay an extra charge, rate established by City. at a Minimum service is one mini-can (20 gallons), available only by request. Standard or automatic service is one 32 gallon Standard Container. If Residential Householders request a level of service greater than the automatic service level, Collector shall collect the additional containers set out by the Residential Householder. Collector is not required to collect from Containers that exceed the maximum weights set forth in Section 5.20.080(d) of the PAMC; provided, however, that Collector shal! tag uncollected items or containers in accordance with subsection i.i0.i of this Attachment No. i. Collector’s employees shall monitor Solid Waste quantities to ensure Customers are abiding with rate subscription levels. City shall provide a list of rate subscription levels to Collector on a monthly basis. 2.3.2 Residential Curbside Recycling. Collector shall collect Recyclable Materials from all Residential Premises in the Service Area. As used in this subsection and in other parts of this Agreement, the term "Recyclable Materials" shall mean those materials designated in this subsection as acceptable for City’s curbside recycling program, and those materials designated in Section 1.2.2 of Attachment No. 2 as acceptable at the Recycling Center. Materials may be subsequently added or deleted from the list of acceptable "Recyclable Materials" by amendment to this Agreement, by regulation of the City .Manager issued pursuant to Section 5.20.280 of the PAMC, or by sixty (60) days written notice to Collector by the Director. Recyclable Materials to be included are newspapers; aluminum cans and foil, steel and tin cans and metal lids; clear, green and brown glass jars and bottles; polyethylene terephthalate (PET) plastic; non-colored high-density polyethylene (HDPE) plastic; used motor oil and used oil filters; household batteries; corrugated cardboard tied in 2’ x 3’ bundles; scrap metal in i’ x !’ boxes. As of the Second Contract Year of the Agreement, mixed paper and colored No. 2 plastic shall be added to this list. Curbside residential collection of Recyclable Materials shall be made once a week. Days and hours of collection, including the holiday schedule, for Recyclable Materials collection from each Customer shall be identical to the customer’s Solid Waste collection schedule. As used in this subsection and elsewhere in this Agreement, the term ~curbside collection" or "curbside service" shall mean collection at the curb. 2.3.3 Yard Trimmings Collection. Collector shall collect separated Yard Trimmings at the curb from all Residential Premises once a week on the same day as Solid Waste and Recyclable Materials collection. Residential householdersmay place Yard Trimmings in a 32-gallon Standard Container labeled "Compostable Material Only," 30-gal!on paper bags, cardboard boxes or bundles. Labels for 990802 sdl 0032220 ! 5 Standard Containers used for Yard Trimmings shall be provided by the Collector as specified in subsection 2.2.5 of this Attachment No. i. Hours of collection and the holiday schedule for Yard Trimmings collection shall be identical to the Solid Waste and Recyclable Materials collection schedule. 2.3.4 Dump Passes. Collector shall discontinue issuing ~dumping passes" as of December 31, 1999; and City shall cease honoring previously issued passes as of July I, 2000. Until December 31, 1999, a resident can obtain a dump pass by recycling two full crates of cans, glass, or newspaper. The pass does not apply to special fee items such as: tires, mattresses, large appliances, or special burials. 2.4 Services for Multiple Family Dwellings. 2.4.1 Solid Waste Services. Collector shall provide bins for storage of Solid Waste and shall collect Solid Waste at Multiple Family Dwellings on such days and at such frequencies as the Customer and Collector shall mutually determine, provided that collection shall be performed at least once a week. Collector shall collect Solid Waste stored in Containers at Multiple Family Dwellings as directed by City. Collector may charge Multiple Family customers for storage bins, at rates established by City. Collector shall make collection service available on a Monday through Saturday basis. 2.4.2 Recyclable Materials Service. Collector shall collect Recyclable Materials from all Multiple Family Dwellings in the Service Area. Recyclable Materials to be included are newspapers; aluminum cans and foil, steel and tin cans and metal lids; clear, green and brown glass jars and bottles; polyethylene terephthalate (PET) plastic; non-colored high-density polyethylene (HDPE) plastic; corrugated cardboard. Beginning with the Second Contract Year, mixed paper and colored plastic No. 2 shall also be added to this list. The Director may change this list of Recyclable Materials at any time, upon sixty (60) days written notice to Collector. Collector shall notify Multiple Family Dwellings if the collection of Recyclable Materials is not on the same day as Solid Waste collection. Hours of collection and the holiday schedule for Recyclab!e Materials collection shall be identical to the Solid Waste collection schedule. 2.4.3 Yard Trimmings Collection. Upon request by City or Multiple Family Dwelling, Collector shall deliver wheeled carts for separated Yard Trimmings Material. Collection days shall be determined by Collector and Multiple Family Dwelling. Collector shall collect Yard Trimmings from Multiple Family Dwellings when 990802 sdl 0032220 necessary as determined by Collector or required by City due to volume accumulated. 2.5 Services for Commercial!Industrial .........premises M~...it.iple ..Family Dwellings Other Dhan 2.5.1 Solid .Waste Services. Collector shall provide collection of Solid Waste at al! Commercial/Industrial Premises, including City facilities, at least once a week, on a Monday through Saturday schedule. Collector shal! provide the number of Bins, Boxes, and Containers requested by Customer, in sizes selected by Customers from a list of sizes approved by the City for storage of Solid Waste. Collector shall clean up any excess Solid Waste overflowing from the Bins, Boxes, or Containers, for which it may charge the Customer at rates established by City. 2.5.2 Notices Regard.~ng Collection Requirements for CQmmercial/Industrial Premises. Within seven (7) days after receiving actual notice from a Customer or City that a formerly unoccupied Commercial/Industrial unit is occupied, or that a change of ownership of an occupied Commercial/Industrial unit has occurred, and if the Owner or Customer has failed to request service for collection of Solid Waste, Collector shall give written notice to the Owner of the premises and the Customer that weekly collection service is required by City ordinance. Collector shall send copy of such written notice to the City at the same time such notice is sent to the Owner and Customer. 2.5.3 Commercial/Industrial and..City Facili<y...Recycling Services.Collector shall collect and transport Recyclable Materials, as defined in this Agreement, from those Commercial/ Industrial Customers and City Facilities that choose not to pay for, sell, or give away the Recyclable Materials to another Solid Waste enterprise or processor. Collection of Recyclable Materials shall be conducted as arranged by Commercial/Industrial Customers or the City Facility and the Collector from time to time. Collector shall provide containers of varying sizes, as requested by the Customers, at rates established by City. Commercial/Industrial and City Facility generated Recyclabie Materials that Customers pay for, sells, or gives away shall be excluded from the Collector’s exclusive right. Collector acknowledges and agrees that City may permit other companies or persons besides Collector to collect any or all Recyclable Materials from Commercial/Industrial Premises or City Facilities without seeking or obtaining approval of Collector under this Agreement. The City reserves the right to specify the types of material to be collected by Collector. 2.5.4 Yard Trimmings. Collector shall provide collection of Yard Trimmings in Boxes or Containers, if requested by the Commercial/Industrial business owner, at rates established by City. 990802 sdl 0032220 ! 7 2.6 SPecial Services. 2.6.1 Christmas Tree Recycling Collection. Collector will provide Christmas tree recycling collection to Multiple Family Dwellings during a three week period after Christmas day. The start date of this three week period will be determined by City staff each year. Collection wil! be provided curbside or where wheeled carts are usually placed for collection. Trees left out after this three week period will be collected by Collector within twenty-four (24) hours of request to ensure that they are not blocking sidewalks or causing pedestrian hazards. The City will provide public education. Collector will provide Christmas tree recycling information on its outgoing phone message. Collector will track the number of trees collected from Multiple Family Dwellings and submit a report within one month after the program is completed. 2.6.2 Phonebook Recycling Drive. Collector shall provide curbside collection of phone books to Residential premises. Collector will track the tonnages collected and submit a report within one month after the program is completed. Collector shall work with the City to designate drop-off locations or, at the request of the director, an alternative system for phone book collection from businesses and Multiple Family Dwellings. Collector will condition, label and service drop-off bins for the period designated each year by the City. Collector will check drop-off sites for two weeks after the bins have been removed to retrieve phone books left. Public education will be provided by City staff. Collector will work with the City to examine and provide alternative collection methods for phone books as need and interest arise. 2.6.3 Annual Citywide Recycling Day. The parties shall work together to implement an annual Citywide Recycling/Cleanup Event that will commence the First Contract Year. 2.7 Special City Events 2.7.1 Collection of Recyclable Materials and Solid Waste from Events. Collector shall provide Solid Waste and recycling service including delivery, placement, removal and disposal of-all wheeled carts and bins as needed, for the Special Events listed in this subsection. City shall purchase all recycling containers for Special Events. Dates and locations of al! events are subject to change. Collector shall provide Bins, Boxes and Containers (including wheeled carts) for each event, signed in such a way as to indicate their use, subject to City approval. The number of Bins, Boxes and Containers shall be adequate to allow convenient Solid Waste and Recyc!ab!e Materials disposal for event participants; at a minimum, the number and type of Bins, Boxes and 990802 sdl 0032220 1 8 Containers set forth below shall be provided. discretion of City’s E#ent Coordinator, additional Bins, Boxes or Containers are needed, Collector shall immediately deliver the requested additional Bins, Boxes or Containers. The Bins, Boxes or Containers shall be delivered the morning of the event and placed with direction from City’s Event Coordinator. Collector shall provide recycling and Solid Waste service and collection the day of the event, and shal! remove containers by the end of the same day the event is finished. Collector shall not deliver the contents of Recyclable Materials Containers to the Landfill, but shall remove any contaminants from the Containers prior to processing the Recyclable Materials. Collector may bill City directly for these services, at rates established by City. Collector shall collect Recyclable Materials and Solid Waste materials at the following special events: If, in the~ May Fete Parade Downtown Palo Alto, first weekend in May All Public Solid Waste and Recycling Receptacles ("Receptacles") along the University Avenue parade route (University Avenue from High to Webster) shall be emptied the night before the event. A minimum of 16 wheeled carts for recycling (8 for glass and plastic and 8 for cans) and 8 wheeled carts for Solid Waste shall be delivered. City of Palo Alto Black and White Bal! Downtown Palo Alto, first weekend in May A minimum of two (2) 15 cubic yard boxes for Solid Waste; 16 wheeled carts for recycling (8 for glass and plastic and 8 for cans) and 8 wheeled carts for Solid Waste shall be delivered. Sand Castles, Art and Other Architectural Marvels City Hall Plaza, first or second Friday of June A minimum of 4 wheeled carts for recycling (2 for glass and plastic and 2 for cans) and 4 wheeled carts for Solid Waste shall be delivered. Twilight Concert Series Palo Alto Parks, June and July All Receptacles at the parks that are Bins shall be emptied the day before the event. A minimum of one (i) 15 cubic yard Box for Solid Waste, and 4 wheeled carts for recycling (2 for glass and plastic and 2 for cans) shall be delivered. 990802 sdl 0032220 1 9 Summer Festival and Chili Cook-off Mitchell Park, July 4 Weekend All Receptacles at Mitchell Park shall be emptied the day before the event. A minimum of one (I) 15 cubic yard box for Solid Waste, 16 wheeled carts for recycling (8for glass and plastic and 8 for cans) and 8 wheeled carts for Solid Waste shall be delivered. Snowmen and Sleigh Rides Downtown Palo Alto, first Thursday in December All garbage bins along the sleigh ride route shall be emptied the night before the event. A minimum of 8 wheeled carts for recycling (4 for glass and plastic and 4 for cans) and 4 wheeled carts for Solid Waste shall be delivered. 2.8 service for Public Solid Waste and Recyclable ......Materials Receptacles 2.8.1 Receptacles and Liners. Public Solid Waste and Recycling Receptacles and their replacements and wheeled carts for the park Recyclable Materials containers will be supplied by City. Liners will also be supplied by the City. 2.8.2 Frequency of Service. All Receptacles for Solid Waste will be emptied ~rt a minimum of once per week. The Receptacles for Recyclable Materials shall be checked for emptying at least once a week. If the Receptacles are overflowing, they must be emptied more often. Due to seasonal fluctuations in amounts of Recyclable Materials there may be some weeks when the Receptacles are not required to be emptied. Receptacles are to be emptied between 4:00 am and 11:30 am. Collector shal! notify the Director of any change in the frequency of emptying a particular Receptacle or Receptacles. 2.8.3 Cleanliness.....and Maintenance. Collector shall ensure that the area in and around each Receptacle is left clean and free of any litter. Any overflowing Solid Waste or Recyclable Materials shall be collected and removed by Collector at the time of collection. On University Avenue only, all Receptacle exteriors and their lids shall be wiped clean with detergent and water on a bi- weekly basis. Periodic inspection will be made by the Director, to determine whether the quality of work is adequate.Receptacle interiors shall be cleaned as needed to avoid odors. All Receptacles, lids and metal liners shall be thoroughly power washed (or with high pressure water and a strong detergent), twice a year. Cleaning dates will be set by the Director, upon thirty (30) day prior notice. 990802 sdl 0032220 2 0 All damaged Receptacles shall be reported immediately to the Director. 2.8.4 Changes in ServiCe. Collector shall report all container locations which were not serviced for that month to the Director in Collector’s monthly operational report. City will notify Collector in writing when Receptacles are added or deleted. City shall mark on a map all Receptacle locations, and deliver the map to Collector. Collector shall verify service changes every six months and submit to the Director. 2.9 Other Solid Waste ...... Col~lection ...... S~rvices. Collector shall provide other collection services as reasonably requested by customers within the Service Area, on an on-call basis, including but not limited to, drop box service and special pick ups of bulky waste; provided that the service shal! be of a type approved by City and at rates established by City. 2.10 Reporting Requir.ements. In addition to any other reports required by this Agreement, Collector shal! submit reports of the type and in the frequency described in Attachment 5, attached hereto and incorporated herein by reference. 990802 sdl 0032220 21 ATTACHMENT 1-2 ATTACHMENT 2 TO AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES RECYCLING CENTER OPERATIONS i.i Recycling Center Facility i.I.i Recycling ¢~nter Location The Recycling Center facility is located at the City Landfill. Subject to the provisions of this Agreement, City hereby grants Collector a license to use the Recycling Center for the purposes set forth in this Attachment No. 2. 1.1.2 Maintenance and Repair....of.. Equipment and Facilities I. Cityls Obligations. City shall maintain in good condition the roofs, structural portions and exterior walls (but not plate glass, glass windows, window frames, doors and door frames, which are the responsibility of Collector) and paved exterior areas unless such maintenance and repair becomes necessary in whole or in part due to acts of Collector, in which case Collector shall pay City the reasonable cost of such maintenance. 2. Collector’s Obliqations. (a) Collector shall keep and maintain in clean, neat, safe condition and repair, at its sole cost and expense, within forty-eight (48) hours of notification, the Recycling Center, appurtenances and every part thereof, including without limitation the stationary equipment, such as conveyors, compactors, bailers; plumbing and sewage facilities; mechanical, electrical, lighting, heating, security system, ventilating and air conditioning systems; fire and dust suppression system; fuel storage and dispensing facilities, and all personal property furnished by Collector including vehicles. Collector shall also repair any damage to any facilities, whether owned by it or City, caused by the actions of its employees, subcontractors or other agents. (b) All equipment furnished by Collector shall be in excellent condition, and suitable in design and construction for arduous, heavy-duty service in a recycling operation. Collector shall be responsible for securing replacement parts (and for maintaining an inventory of spare parts) for all equipment and for Recycling Center systems and facilities which it is required to maintain and repair. All equipment shall comply with all applicable laws and regulations. During the First Contract Year of this Agreement, Collector shall construct and install a sorting line, in accordance 990802 sdl 0032221 with plans and specifications approved by City. Such start up costs for the mixed paper recycling program as the parties deem reasonably necessary for expenditure during the First contract Year shall be paid for directly by City, without impact to the Baseline Revenue or Collector’s compensation. Start up costs payable by City include, but are not necessarily limited to, the one time cost for purchase of a recycling sorting line, an estimated cost of $130,000. (c) Collector shall perform periodic maintenance on all equipment, in accordance with applicable manufacturer’s specifications and schedules and so as to maintain in force any manufacturers’/vendors’ warranties. 1.2 Recycling Center Operation 1.2 .I Recycling Center Operation Collector shall operate the Recycling Center as a drop- off facility for use by the public. Collector shal! ensure that this operation is covered under the insurance provisions specified in Section 7.4 of the Agreement. ! .2 .2 Recyclable Materials Accepted Recyclable Materials accepted shall include, but not be limited to, glass bottles and jars, aluminum containers and foil, tin and steel cans, household and auto batteries, antifreeze, scrap metal, used motor oil and filters, PET and HDPE plastic, polystyrene, newspaper, magazines, phone books, mixed paper, paperboard, corrugated cardboard, blueprints, and such other items as the Director may require. 1.2 .3 Bin Maintenance at Drop-Off Area Collector shall be responsible for maintaining and cleaning bins and signs twice a year and replacing damaged bins and signs as needed. All bins shall be painted and refurbished on a regular basis so they look attractive to the public.The bins shall all be painted white. 1.2 .4 Hours of Operation and Staffing Hours of operation shall be the same as the hours of operation of the City Landfill. As of the date of execution of this Agreement, the hours are Tuesday through Sunday, 9 a.m. to 5 p.m. and Monday from 9 a.m. to 1 p.m. City shall provide Collector with thirty (30) days written notice of any change in hours. Hours and materials collected shall be stated clearly on a sign visible from the street. 1.2.5 Litter Removal. Collector shall collect, remove and dispose of any litter that was generated during the processing of recyclables at the drop-off center or processing area on a daily basis. 990802 sdl 0032221 2 1.2.6 Marke~ing..Recycl{ble Materi.~Is Collector shall collect, receive, handle, process, transport, market, and sell all Recyclable Materials collected or received at the Recycling Center. Sale of Recyclable Materials must be at verifiable market rates. 1.2.7 Storage.of Recyclable Materials Collector shall suitably store all Recyclable materials to protect against theft, deterioration, contamination or other damage. 1.2.8 Modification of Recyc!iDg.....C.~nter The City specifically, but without limitation, reserves the right to modify the Recycling Center. The Collector may not modify any part of the Recycling Center or change how Recyclable Materials are collected at the drop-off area, sorted, or processed without prior written approval of City. 1.2 .9 Per~iSs~Regu!..ations/Laws Collector shall at all times comply with all applicable federal, state, and local laws and with all applicable regulations promulgated by federal, state, regional or local administrative and regulatory agencies. The Ci[y wil! obtain all permits and approvals from governmental agencies necessary for the operation of the Recycling Center. Collector shall keep all licenses, permits and approvals governing the Center in force and shal! comply with their terms, including any which may require improvements or modifications in operating procedures. Collector shall be solely responsible for paying any fines or penalties imposed by governmental agencies for Collector’s noncompliance with permits or regulations. Any such payment will be considered a Non-Allowable Expense for purposes of Compensation. 1.2.10 Right to Enter and, Inspect Recycling Center City shall have the right, but not the obligation, to .observe and inspect all of the Collector’s operations under this Agreement. In connection therewith, City retains the right to enter the Recycling Center during operating hours, speak to any of Collector’s employees, in response to inquiries, and receive cooperation from such employees. In addition, upon reasonable notice and without interference with Collector’s operations, City may review any of Collector’s operational and business records related to this Agreement. If City so requests, Collector shall make specified personnel available to accompany City employees on inspections. 990802 sdl 0032221 3 ATTACHMENT 1-3 ATTACHMENT 3 TO AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES ALLOWABLE EXPENSES, NON-ALLOWABLE EXPENSES AND PASS-THROUGH EXPENSES "Allowable Expenses" shall mean all reasonable costs incurred by Contractor in connection with, arising from or associated with Contractor’s provision of services under this Agreement and that are properly allocable to Contractor’s provision of services within the Service Area; provided that "Allowable Expenses" shall not include any ~Non-Allowable" or "Pass-Through" Expenses. Allowable Expenses shall be deemed reasonable if such expenses are comparable with the expenses incurred by similarly situated collection and recycling companies located in similar service areas on the West Coast of the United States, after adjusting for cost of living. Allowable Expenses shall include, without limitation: (a) the costs of complying with all applicable laws, regulations, permits, rulings and orders and with the terms and requirements of this Agreement, as the same may be amended from time to time; (b) all labor costs directly or indirectly associated with the provision of services under this Agreement (exclusive of general and administrative costs as set forth in (g) below), including wages, all costs associated with contracts and collective bargaining agreements, supervisory labor, workers’ compensation costs and all benefits including, but not limited to, health care, pension, payroll taxes, and third-party travel costs and other reimbursable business expenses and reasonable severance costs based on length of service, reasonable defense and settlement costs and damages associated with termination or employee claims; provided, that City approval shall be obtained in advance of incurring any third party expenses. (c) vehicle and equipment costs, including lease, rental, depreciation and interest expenses, vehicle registration fees, motor fuel, oil, tires and repairs and maintenance of equipment; provided, that City approval shall be obtained in advance of incurring any vehicle acquisition expenses. 990802 sdl 0032222 ! (d) container costs and other capital expenditures, including purchase, depreciation, repairs, maintenance and replacement of the same; (e) performance bonds and insurance expenses, including liability, workers’ compensation, vehicle and umbrella liability insurance, that are properly allocable to the provision of services by the Contractor under this Agreement, including but not limited to the premiums for the performance bonds and liability insurance required by this Agreement; (f) administrative and other overhead and expenses associated with office operations,including costs of management and supervisory salaries,benefits and payroll taxes, administrative staff, data processing, billing, supplies, maintenance and servicing,that are properly allocable to the provision of services by the Contractor under this Agreement; provided, however, that the total of all administrative and other overhead and expenses which are performed by Contractor’s affiliates or parent company at locations other than Contractor’s offices in the City, shall be set at $325,000 for the First Contract Year, and adjusted each year during the term of this Agreement by 100% of the change in the Index described in subsection 5.6.1(a) of the Agreement. (g) amounts paid by Contractor for utility services to the extent the same are properly allocable to the provision of services provided by Contractor under this Agreement; (h) reasonable and necessary training, worker safety and employee development that are properly allocable to the provision of services by the Contractor under this Agreement; (i) marketing, promotion and public education approved in advance by the City; budget (j) any expense incurred in the handling, recovery, processing, storing, transporting, marketing, or sale or other disposition of recyclable materials and any expense incurred in connection with education, promotion, notice or other assistance required by this Agreement or the City with respect to recycling and waste diversion programs and goals; (k) property or facility rental or lease costs or depreciation expenses including but not limited to propegty tax or assessments, provided that the costs of any rental or lease shall not exceed the comparable cost of acquiring the property or facility; (i) expenses paid by Contractor to an affiliated entity and relating to performance of services under this Agreement, 990802 sdl 0032222 2 if any, including, rental and lease charges and management expenses; provided such expenses do not exceed those that would be charged in the competitive market to provide the substantially equivalent services, property, equipment or facilities; (m) third party professional fees, including legal, engineering and consultant fees that are properly allocable to the provision of services by the Contractor under this Agreement; provided, that City approval shall be obtained in advance of incurring any new third party expenses. (n) costs for financial reporting, accounting and regulatory processes associated with or required by this Agreement or under law; (o) taxes, fees, license expenses and surcharges, but excluding state and federal income taxes; (p) closure or post-closure fees, fund surcharges or remediation costs imposed on the Contractor or which the Contractor is legally obligated to collect from its customers under any agreement with any governmenta! unit or under any state or local law, rule, regulation or order; and (q) any other expense determined by Contractor and City to be reasonable and appropriate or necessary to the provision of the services required under this Agreement. ~Non-Allowable Expenses" shall mean the following: (a) payments to directors and owners other than paid as reasonable compensation as set forth in this Agreement; (b) fines or penalties performance under this Agreement; (c)charitable donations; related to Contractor’s (d)federal or state income taxes; (e)any premium or mark-up on Contractor’s cost of borrowing; (f) rental or lease charges to any entity affiliated with Contractor that are in excess of the market rate charged by non-affiliated entities; (g) legal fees and costs arising from disputes or litigation arising out of this Agreement in which the City and Contractor are adverse parties, unless Contractor is the prevailing party; 990802 sdl 0032222 3 (h) legal fees and ~osts arising out of disputes where the City and Contractor are individually liable and the Contractor is not providing the cost of defense; (i) legal fees, costs or damages arising out of disputes involving Contractor or any of its affiliates which do not arise out of the performance of this Agreement; (j) costs, expenses or charges from affiliated entities providing services under this Agreement which are in excess of the market cost or charge for such service by non-affiliated entities; (k) expenses or costs, including debt and interest, for the acquisition of goodwill; (i) unreasonable payments to present or past employees as severance, in exchange for a release of liability or awarded as punitive damages against the Contractor arising out of employment related claims. (m) Contractor’s corporate cost of participating in the development, design and approval of the City’s Compensation process except for third party costs associated with responding to City requests or requirements. "Pass-Through Expenses" shall include assessments for ciosure or post-closure of closed landfills or other taxes or charges assessed by federal, state or local government on the services of solid waste handling or disposal; forecasted regulatory fees; and interest and debt service costs on the purchase of equipment or facilities. 990802 sdl 0032222 ATTACHMENT 1-4 ATTACHMENT 4 TO AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES S,~HEDULE,,,,OF ,PERFORMANCE ADJUSTMENTS Collection Reliabi.l~ty For each failure to notify City of reportable quantities of Hazardous Waste per section 1.5.3 of Attachment No. i: For each failure to maintain the collection schedule on the scheduled day (unless non- collection was warranted pursuant to this Agreement): For each failure over five (5) annually to commence service to a new customer within seven (7) calendar days after order received and account number established: $500.00 $5.00/can $150.00 Collection Quality For each occurrence over five (5) annually of unreasonable leaking or spilling Solid Waste or Recyclable Materials and failure to pick up or clean up such material immediately: For each occurrence over twelve (12) annually of failure to replace cans in original position, upright, with lids in or on cans: $300.00 $150.00 990802 sdl 0032223 For each failure over twenty- four (24) annually of not closing gate, crossing planted areas or other damage to private property: For each occurrence of damage to private vehicles, in non- injury accidents, in excess of $1,500 damage, and for each occurrence of damage to other private property, in non- injury accidents, in excess of $200 damage: For each incident of personal injury to the public (non- PASCO employees) requiring medica! treatment or hospitalization, in which the negligence of Collector or its personnel was a contributing factor: For each occurrence over five (5) annually of an early start: For each occurrence over twelve (12) of excessive noise: For each failure over twelve (12) annually of not tagging containers which are left due to being overly full, etc. in accordance with section i.i0 of Attachment No. I: For each occurrence over five (5) annually of failure to clean public Solid Waste receptacles and their lids on a bi-weekly basis: For each failure to power wash public Solid Waste and recyclable materials receptacles, lids and metal liners twice a year: $500.00 $300.00 $5000.00 $300.00 $300.00 $150.00 $150.00/can $150.00/can 990802 sdl 0032223 2 Customer Responsiveness For each occurrence of unreasonably discourteous behavior: For each failure to respond to and initiate a remedy to a complaint which is found to be justified by the Director within eight (8) working hours after notification by the Director, in accordance with subsection 1.14.1 of Attachment No. i: For each failure to answer the telephone or answering machine during the hours specified in Attachment No. I: For each failure to respond to service requests/calls within 24 working hours: For each failure to collect missed collections in a timely manner in accordance with subsection 1.14.1 of Attachment No. i: $500.00 $300.00 $300.00 $300.00 $300.00 Reporting Any report shall be considered late until such time as a correct and complete report is received by City. For each calendar day a report is late, the daily Performance Adjustment shall be: Monthly Reports:$100.00/day Quarterly Reports:$200.00/day Semi-Annual Reports:$300.00/day Annual Reports:$300.00/day 990802 sdl 0032223 3 Miscellaneous Failure to perform any of the obligations set forth in this Agreement not specifically stated above and not corrected or proceeding in good faith to correct within twenty-four (24) hours upon 24 hour Notification by the Director: $150.00/for each 990802 sdl 0032223 4 ATTACHMENT 1-5 ATTACHMENT 5 TO AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES REPORTING REQUIREMENTS In addition to all other reports as may be required by this Agreement, Collector shall provide the following reports of the type and frequency described in this Attachment 5. Monthly Reports Collector shall submit Monthly Reports for t-he duration of this Agreement commencing the first month of collection. The reports shall be due within fifteen (15) business days from the end of the month. The Monthly Reports shal! include, at a minimum, the following: Operational Report which includes: Notification of any route changes Personnel changes/promotions Drop box service figures for current month, one month previous and same month the previous year 4.Residential can summary and chart Compliment/complaint figures with log Section 1.14 of Attachment No. i) (per o Assets purchased/sold for the month with total for each item 7. Number of reconditioned bins 8.Street can service figures o Accomplishments for the month including problem areas with recycling that have occurred i0.Monthly revenues PASCO receives broken out by charge type (i.e., special charges, debris boxes, etc.) 990802 sdl 0032224 Ii. SMART Station tags for the month 12.Report which identifies date and time vehicles exceed a 15 minute turn-around time at SMART Station 13.Container locations not services for that month Recycling Report which includes: Tonnage amounts, price per/ton of materia! sold, expense figures, equipment depreciation list, revenue/loss o Number of cars visiting Recycling Center (City will provide Collector with a car counter.)- 3.Number of homes serviced o o Number of wheeled carts in service at multiple family and city facilities Number of City containers available Discontinued recycling service at Multiple Family Dwellings Documentary evidence that Collector has complied with Section 7.7 of Agreement (use of recycled materials) Quarterly Reports Collector shall submit Quarterly Reports for the duration of this Agreement commencing the first quarter of collection. The reports shall be due within fifteen (15) business days from the end of September, December, March, and June. The Quarterly Program Status Reports shall include, at a minimum, the following: Recycling Report which includes: A list of the top 50 generators of Solid Waste in the City, the estimated amount of Solid Waste they generated and tota! garbage bil! for the quarter. 990802 sdl 0032224 2 A con{amination report which lists the contact¯ name and address .of all Multiple Family Dwellings and Commercial/Industria! sites where Recyc!ab!e Materials containers have been removed due to contamination S@mi-Annual R~ports Financial Reports which include: Mid-year and year end financial reports, five (5) copies. The audited mid-year report shall be due on or before September 30 of each year and the unaudited year end report shall be due on or before March 31 of each year. In addition to these reports, Collector shall submit a report detailing recycling revenues by August ! of each year. Any adjustments to the information contained in this report shall be adjusted in the year end report. For the unaudited financial statements, Collector shall disclose to City within a reasonable time after such information is known to Collector, any circumstance that may forseeably have a negative financial impact on Collector. Collector shall submit Annual Reports for the duration of this Agreement commencing the first year of collection. The reports shall be due within fifteen (15) business days from the end of December. The Annual Reports shall, at a minimum, include to the following: Recycling Reports: From the following recycling programs, tonnage numbers and collection and processing costs shal! be reported; provided, that for the programs listed in subparagraphs (a), (b) and (c), the information shall be al!ocated based on surveys rather than actual quantities: (a)Curbside (Residential premises - source separated) (b)Curbside (multiple family dwellings - source separated) (c)Curbside (commercial/industrial) (d)City Facilities (City Hall, MSC, Libraries, Cubberley, Water Quality Control Plant, Fire Stations) 990802 sdt 0032224 3 (e)Schools (public only) (f)Seasonal/Special Collection books and Christmas trees of phone (g)Interim mixed paper program (for First Contract Year Only) (h)Recycling Center (drop-off only) (i)Salvage from Landfill (j)Park Recycling Receptacles Materials reported shall be paper, glass, metals, plastic, other organic, construction and demolition, household hazardous waste, specia! wastes, mixed residue, white goods. 2. Collector shall provide its schedule of solid waste and recyciable materials receptacle cleaning, including location and date of bins/receptacles cleaned. Collector shall provide a recycling participation report for Multiple Family Dwellings, public and private schools, and commercial/industria! sites which includes: (a)Number of wheeled carts/bins at each site by material type (only for schools and Multiple Family Dwellings) (b)Frequency of recycling service (only for public and private schools) (c)Number of sites that are and are not recycling 4.Surveys. (a)Recycling Survey. Collector shall conduct surveys once a year for one week in order to track recycling tonnages from residentia! and non-residential premises. The survey shall provide information for all the programs listed in paragraph 1 (a) through (j). Collector shal! submit a report to City within thirty (30) days after completion of the survey. Collector shall work with City staff to determine information to be included in the survey, and shal! obtain approva! 990802 sdl 0032224 4 from the Director prior to undertaking {he survey each year. (b)Solid Waste Survey. Collector shall conduct a survey once a year for one week in order to track solid waste tonnages from residential and non-residential premises. Collector shal! submit a report to City within thirty (30) days after completion of the survey. Collector shall work with City staff to determine information to be included in the survey, and shall obtain approval from the Director prior to undertaking the survey each year. 990802 sdl 0032224 ATTACHMENT 1-6 ATTACHMENT 6 TO ¯ AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES GUARANTY This Guaranty made as of the ~ day of ~~- , 1999, by USA WASTE of CALIFORNIA, INC., a Delaware corporation (~Guarantor"), to and for the benefit of the CITY OF PALO ALTO, a chartered municipal corporation of California (~City"). W i t n e s s e t h: WHEREAS, Palo Alto Sanitation Company, a California corporation (the ~Contractor"), and the City have negotiated the terms of an ~Agreement for Solid Waste and Recyclable Materials Handling Services," executed by the City and Contractor on (the ~Contract"); WHEREAS, Guarantor is a holding company and owner of Palo Alto Sanitation Company; WHEREAS, Guarantor is willing to guarantee, as set forth below, that it will cause to be performed all of the obligations and duties of the Contractor under the Contract; WHEREAS, City would be unwilling to enter into the Contract unless the Guarantor provided this Guaranty; NOW, THEREFORE, as an inducement to the City to enter into the Contract, Guarantor agrees as follows: i. Guarantor hereby absolutely and unconditionally guarantees that it will cause the ful! and prompt performance by the Contractor of the Contractor’s obligations under the Contract in accordance with the terms and conditions set forth therein. All of the rights and remedies of the Contractor under the Contract, including but not limited to, the opportunity to cure any default under the Contract, shall accrue to the Guarantor in the enforcement of its obligations under this Guaranty and the Contract. 2. This Guaranty shall be governed by the laws of the State of California exclusive of the choice of law rules thereof, and Guarantor hereby agrees to the service of process in California for any claim or controversy arising out of this Guaranty or relating to any breach hereof and to submit to the jurisdiction of any federal or state court of competent jurisdiction in the State of California in connection therewith. 990802 sdl 0032225 1 3. This GUaranty shall be binding upon and enforceable against the Guarantor, its successors, assigns and legal representatives (including any successor by merger or consolidation or any transferee of all or substantially all of the assets of the Guarantor), whether or not such obligations are expressly assumed by such successor, assignee or transferee, and is for the benefit of City, and its permitted successors and assigns under the Contract. 4. No failure or delay by City in exercising any right, power or privilege hereunder or under the Contract shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided in the Contract or by law or equity. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or cour&e of dealing, but solely by an instrument in writing duly executed by the party against whom such waiver, amendment, release or modification is sought to be enforced. 5. Guarantor may not assign its obligations hereunder, except to a successor by merger or consolidation or to any transferee of all or substantially all of the assets of Guarantor. Notice of any such assignment shall be given in writing to City within thirty (30) days after the effective date of any such merger, consolidation or transfer. 6. City shall notify Guarantor in writing, at its address set forth herein, of City’s notice to the Contractor of any default on the pat of the Contractor due to its failure to meet its obligations under the Contract. 7. Guarantor has the authority to execute this Guaranty and to make the representations and warranties set forth in it and to perform the obligations of Guarantor under this Guaranty in accordance with its terms. This Guaranty constitutes a valid and legally binding and enforceable obligation of Guarantor. Neither the execution of this Guaranty nor its performance by Guarantor will conflict with or result in the breach of any instrument, restriction, covenant, agreement or other undertaking or conflict with the Articles of Incorporation, or other charter documents or By-Laws of Guarantor. This Guaranty has been executed by all the officers of Guarantor whose execution is required, and this Guaranty is valid and enforceable with respect to the obligations of Guarantor to perform in accordance with its terms and conditions. 8. None of the representations or warranties in this Guaranty, and none of the documents, statements, certificates or schedules furnished or to be furnished by Guarantor pursuant hereto 990802 sdl 0032225 2 or in connection with the performance of the obligations contemplated under this Guaranty, contains or will contain any untrue statement or a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 9. This Guaranty may be executed simultaneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The invalidity or unenforceability of one or more provisions of the Guaranty shall not affect the validity or enforceability of the remaining portions o~f this Guaranty. I0. Any term used herein and defined in the Contract shall have the meaning attributed to it in the Contract. ii. Notices to be given pursuant to this Guaranty unless otherwise stated shall be in writing and shall be served personally or sent by certified mail, return receipt requested to: Guarantor, at: USA Waste of California] Inc. Attn: Corporate Secretary i001 Fannin, Suite 4000 Houston, Texas 77002 City, at:City Clerk City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 Or to such other address as shall be designated by such party in a written notice to the other party hereto. Any notice given pursuant to this Section shall be effective immediately upon receipt, and if delivered by hand, upon delivery. // // // // // // // // // 990802 sdl 0032225 3 IN WITNESS .WHEREOF, the Guarantor has executed this Guaranty as of the date set forth above. USA WASTE OF CALIFORNIA, INC. By Doug al~ G. Sobey - 1~President "J <~e Woods . Vice President and Asst. Secretary Acknowledgment of Receipt And Acceptance: ATTEST:CITY OF PALO ALTO, a California Municipal Corporation City Clerk APPROVED: Mayor City Manager Senior Asst. City Attorney Director, Administrative Services ,Director, Public Works 4 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § i189.) STATE OF COUNTY OF On ~5<~ ......, 195%, before me, the undersigned, a Notary Public in an-~d for said County and State, personally~ appeared ~ or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i~/are subscribed to the within instrument and acknowledged to me that ~e/-s4~e/they executed the same in h-i~s/har/their authorized capacity(ies), and that by hi-s/~er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signat"nre of Notary Public 990802 sdl 0032225 5 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF )) COUNTY OF ) On , 19u, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), ~and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 990802 sdl 0032225 ATTACHMENT TWO AMENDMENT NO.THIRTEEN TO CONTRACT NO.4688, BETWEEN THE CITY OF PALO ALTO AND PALO ALTO SANITATION COMPANY FOR REFUSE COLLECTION AND RECYCLING This Amendment No. Thirteen (~Amendment") to Contract No. 4688, by and between the CITY OF PALO ALTO, a California municipal corporation (~CITY"), and PALO ALTO SANITATION COMPANY, a California corporation (~PASCO"), is made and entered into this day of 1999. RECITALS This Amendment is entered into on the basis of the following facts, understandings and intentions of the parties: A. CITY and PASCO have previously entered into an agreement for refuse collection and recycling dated March 9, 1987 (contract No. 4688), as amended up to and including Amendment No. Twelve (as amended, the ~1987 Agreement"); and B. CITY and PASCO entered into a Memorandum of Understanding ("MOU") in February 1999 to remain in effect while the parties negotiated in good faith to consider a new agreement for solid waste and recyclable materials handling services (the ~New Agreement") by September i, 1999; and C. In order to facilitate negotiations, Amendment No. Twelve extended the date to which the notice for termination for the Agreement could be issued; and D. The MOU stated that PASCO would forgo application for any rate or compensation adjustment allowed under the 1987 Agreement; provided, however, that any salary related adjustment approved subsequent to the expiration of the MOU shall be retroactive to July i, 1999; and E. Under the 1987 Agreement (Amendment No. Twelve), the total return to PASCO for the 1998-99 fiscal year shall not exceed 11.5 percent of the net book value of the fixed assets for PASCO; and, 990802 sdl 0032226 1 F. The return to PASCO for 1998-99 will be calculated in accordance with the 1987 Agreement (Amendment No. Twelve) and the budget will be adjusted to reflect the changes in ownership for PASCO which will result in a decrease in certain expenses and an increase in general and administrative costs which will not exceed $189,583; and, G. The compensation for PASCO for the first two months of fiscal year 1999~2000 will be prorated to be reflective of 16.67 percent of the total compensation for 1998-99 except that there shall be an increase of $25,000 to reflect the agreed upon increase in salary related adjustments. NOW, THEREFORE the parties agree as follows: SECTION I. Section 9 of the Agreement is amended by adding a new paragraph (2) to read as follows: ~As of July I, 1999, CITY shall pay CONTRACTOR as described in Amendment No. Twelve to this agreement, which determined the compensation for the 1998-99 fiscal year. This compensation shall remain in effect for July and August of 1999, based on a prorated compensation for the entire fiscal year, except that the compensation shall be increased by $12,500 in each of the two months to reflect salary related adjustments,for total additional compensation of $25,000." SECTION 2.Except as herein modified, all other provisions of, including the exhibits and amendments to, Contract No. 4688 shall remain in full force and effect until superseded by a new contract between the CONTRACTOR and the CITY. SECTION 3.The Council of the City of Palo Alto finds that this amendment to Contract No. 4688 does not constitute a project- under the California Environmental Quality Act and, therefore, no environmental assessment is necessary. // // // // // // 990802 sdl 0032226 2 IN WITNESS WHEREOF, the parties hereto have by their duly~ authorized representatives executed this Amendment to Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Risk Manager PALO ALTO SANITATION COMPANY A California Corporation USA WASTE OF CALIFORNIA, A California Corporation By: Name : ~,~ ~--~_~%, ~. Title: Taxpayer Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) 990802 sdl 0032226 3 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) COUNTY OF On ~$~ , 19%__%, before me, the Undersigned, a Notary Public in and for said County and State, personally appeared ~e or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) W/are subscribed to the within instrument and acknowledged to me that ha/s4~e/they executed the same in ~-i-s/~/their authorized capacity(ies), and that by h-i-s/~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 990802 sdl 0032226 4 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) ) ss. COUNTY OF ) On , 19__, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 990802 sdl 0032226 5 ATTACHMENT THREE RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING UTILITY RATE SCHEDULES R-l, R-I-FA, R-2, R-3, AND R-4 PERTAINING TO REFUSE COLLECTION The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION I. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Schedules R-l, R-I-FA, R-2, R-3, and R-4 (Refuse Collection) of the Palo Alto Utilities Rate and Charges are hereby amended to read in accordance with Sheets R-l, R-I-FA, R~2, R-3 and R-4, respectively, attached hereto and incorporated herein by reference. The foregoing Refuse Collection Rate Schedules, as amended, shall become effective on September I, 1999. SECTION 2. The Council finds that the revenue derived from the authorized adjustments of the severa! refuse collection rates shall be used only for the purposes set forth in Article VII, Section 2, of the Charter of the City of Palo Alto. SECTION 3. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST:APPROVED: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney Mayor City Manager Director of Utilities Director of Administrative Services 990804 sdl 0032218 Bo DOMESTIC REFUSE COLLECTION UTILITY RATE SCHEDULE R-1 APPLICABILITY: This schedule applies to each occupied* domestic dwelling as required by City ordinance. TERRITORY: Within the incorporated limits of the City of Palo Alto and on land owned or leased by the City located in Service Area 1. RATES: Separate single-family domestic dwelling and apartment dwellings. STANDARD MINI.MUM CHARGE ......................................$18.00 The standard minimum charge is applied when a customer signs up for refuse service and is based upon the collection of refuse from on__e 32-gallon container. Per Month Collections Per Week Number of Cans One Mini-can**$14.20 1 18.00 ~:,7.0~ _~56.15 4 75.20 5 94.30 6 ! 13._~_ Two Three 75.20 113.35 CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Sheet No. R-l-1 dated 7-1-96 CiTY OF PALO ALTO UTILITIES Effective 9-1-99 Sheet No. R-l-1 D.SPECIAL CHARGES/COLLECTION: DOMESTIC REFUSE COLLECTION UTILITY RATE SCHEDULE R- l(Continued) Eo 2. 3. 4. 5. 7. 8. 9. 10. 11. 12. 13. 14. 15.Temporary bin-delivery ( 1 ) 16. Temporary’ bin-deliver3, (2) 17. Temporar3, bin-deliver3, (3) 18. Temporary. bin-delivery (4) 19. Temporary bin-weekly fee Urgent special-refuse (Pick up on non-standard collection day) ..........$36.80 Return trip (same day, recycling or refuse,) ...........................16.35 Extra can (curbside) ..............................................6.50 Extra can (backyard) ..............................................8.50 Hand pick up ..................................................38.35 64 gallon cart rental ..............................................1.60 95 gallon cart rental ..............................................3.15 Cart wash .....................................................15.00 Bin lock installation .............................................97.00 9"Key service per pick-up ..............................................~0 Lock (PASCO provided) .........................................16.50 Install auto lock ...............................................129.35 Counter balance lid (3&4 yd) ......................................58.00 Counter balance lid (5&6 yd) ......................................67.50 ........................................54.60 .......................................75.00 .......................................95.50 ...................................... 150.00 ........................................ 16.50 20. Stove/washer/dryer/water heater pickup .............................25.00 2!. Freezer/refrigerator/air conditioner pickup ...........................30.00 22. Furniture pickup ................................................20.00 23. Mattress pickup ................................................10.00 24. Tire pickup .....................................................5.00 25. Cart clean out (by hand) ..........................................10.00 26. Cart contamination (entire cart dumped) .............................20.00 27. Repair rate .....................................................1.50/min + material 28. Miscellaneous 1 person service rate ....." .............................2.10/min 29. Miscellaneous 2 person service rate ..................................2.70/min SPECIAL NOTES: **An occupied dwelling unit is defined as any home, apartment unit, cottage, flat, duplex unit, having "kitchen, bath, and sleeping facilities, and to which gas or electric service is being rendered. Mini can-service cannot be combined with any other can service. CITY OF PALO ALTO UTILITIES Issued by the City,’ Council CTY Or- PALO ALTO UTILITIES Effective 9-1-99 Original Sheet No. R-l-2 REFUSE COLLECTION UTILITY RATE SCHEDULE R-1-FA APPLICABILITY: This schedule applies to all refuse collection service. TERRITORY: Within the incorporated limits of the City of Palo Alto and on land owned or leased by the City located in Service Area 2. IL&TES: SERVICE AREA 2’ Standard Minimum Charge .........................................S 18.00 The Standard Minimum Charge is applied when a customer signs up for refuse service and is based upon collection of refuse from one 32-ga!ton container. Each additional 32-gallon, per month .................................S19.05 CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Sheet No. R- 1-FA- 1 dated 7-1-96 CTY OT PALO ALTO UTILITIES Effective 9-1-99 Sheet No. R-1-FA-1 REFUSE ~COLLECTION UTILITY RATE SCHEDULE R-1-FA (Continued) D.SPECIAL CHARGES/COLLECTION: i. Urgent special-refuse (pick up on non-standmd collection day) ... $36.80 2. Return trip (same day) ....................................16.35 3. Extra can/curbside) .......................................6.50 4. Extra can (backyard) .......................................8.50 5.64 gallon cart rental .......................................1.60 6. 95 gallon cart rental .......................................3.15 7. Hand pick up ...........................................38.35 8. Cart wash ..............................................15.00 9. Bin lock installation ......................................97.00 10. Key service per pick-up ...................................2.30 11. Lock (PASCO provided) .................................16.50 12. Install auto lock .......................... ..............129.35 13. Counter balance lid (3&4 yd) ..............................58.00 14. Counter balance lid (5&6 yd) ..............................67.50 15.Temporary bin-delivery ( 1 ) ................................54.60 16. Temporary bin-delivery (2) ...............................75.00 17. Temporar3, bin-delivery (3) ...............................95.50 18. Temporary bin-delivery (4) ..............................150.00 19. Additional fee for deliver3., to Service Area ...................42.00 20. Temporat.y bin-weekly tee ................................16.50 2 I. Stove/washer/dryer collection/water heater pickup .............25.00 22. Freezer/refrigerator/air conditioner pickup ...................30.00 23. Furniture pickup ........................................20.00 24. Mattress pickup ........................................10.00 25. Tire pickup .............................................5.00 26. Cart clean out (by hand! ..................................10.00 27. Cart contamination (entire cart dumpedl .....................20.00 28. Repair rate .............................................1.50/min + material 29. Miscellaneous 1 person service rate ..........................2.10/min 30. Miscellaneous 2 person service rate ..........................2.70/min E.SPECIAL CONDITIONS: The contractor does not provide weekly curbside collection for recyclables or compostable materials in Ser-,,ice Area 2. CITY OF PALO ALTO UTILITIES Issued by the City Council CT~’ OF sALO ALTO UTILITIES Effective 9-1-99 Original Sheet No. R-1-FA-2 A.APPLICABILITY: No COMMERCIAL REFUSE COLLECTION UTILITY RATE SCHEDULE R-2 This schedule applies to all occupied* establishments other than domestic dwellings as required by City ordinance. TERRITORY: Within the incorporated limits of the City of Palo Alto and on land owned or leased by the City located in Sen’ice Area 1. RATES: Standard Minimum Charge .....................................S 18.00 The Standard Minimum Charge is applied when a customer signs up for refuse service and is based upon the collection of refuse from two 32-gallon containers. Per Month Collection Per Week Number of Cans One 1 $18.00 2 37.05 _~56.15 4 75.20 5 94.30 " 5611.~.3_ Two Three Five Six $37.05 $56.15 $75.20 $94.30 75.20 113.35 189.65 227.80 113.35 170.60 285.05 342.25 151.50 *An occupied establishment is defined as one to which gas or electric service is being rendered. CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Shee[ No. R-2-I dated 7-1-96 UTILITIES Effective 9-1-99 Sheet No. R-2-1 Do COMMERCIAL REFUSE COLLECTIO~ UTILITY RATE SCHEDULE R-2 (Continued/ SPECIAL CHARGES/COLLECTION: 1. Urgent special-refuse (pick up on non-standard collection day) ........$36.80 2. Urgent special-recycling (pick up on non-standard collection day) ......52.50 3. Return trip (same day) .........................................25.00 4. Return trip (same day, for recycling) ..............................16.35 5. Return trip ~,next day) .........................................16.35 6. Compacted rate (per cubic yard/collection) .........................36.80 7. Hand pick up ................................................38.35 8.64 gallon cart rental ............................................1.60 9.95 gallon cart rental ............................................3.15 10. Bin wash ...................................................27.05 11. Compacter/drop box wash ......................................55.85 12. Cart wash ...................................................15.00 13. Bin lock installation ...........................................97.00 14. Cart lock installation (for recycling) ..............................25.00 15. Key service per pick-up .........................................2.30 16. Lock (PASCO provided) .......................................16.50 17. Install auto lock .............................................129.35 18. Counter balance lid (3&4 yd} ...................................58.00 19. Counter balance lid (5&6 yd) ...................................67.50 20. Mixed paper on-call carts (recycling) ..............................1.15 21. Mixed paper on-call monthly (recycling) ...........................5.00 22. Mixed paper bin rental (2 yard bins only} ...........................6.50 23. Temporary. bin-delivel.w (1) .....................................54.60 24. Temporary bin-delivery (2) .....................................75.00 25. Temporary bin-delivery (3) .....................................95.50 26. Temporary bin-delivery (4! ....................................I50.00 27. Temporary bin-weekly fee ......................................16.50 28. Stove/washer/dLyer/heater pickup ................................25.00 29. Freezer/refrigerator/air conditioner pickup .........................30.00 30. Furniture pickup .............................................20.00 31. Mattress pickup ..............................................10.00 32. Tire pickup "5.00 33. Cart clean out (by hand) .......................................10.00 34. Cart contamination (entire cart dumped) ............................5.00 35. Repair rate ...................................................1.50/min+material 36. Miscellaneous 1 person service rate ...............................2.10/min CITY OF PALO ALTO UTILITIES Issued by the City Council CTY Og PA:-© A~TO UTILITIES Effective 9-1-99 Original Sheet No. R-2-2 ao APPLICABILITY: COMMERCIAL REFUSE COLLECTION UTILITY RATE SCHEDULE R-3 This schedule applies to commercial establishments and multi-unit apartment dwellings using special refuse containers rented from the contractor. B.TERRITORY: Within the incorporated limits of the City of Palo Alto and on land owned or leased by the City located in Service Area 1. C.RATES: Per Month Collection Per Week (Standard Service) Number of Cubic Yards One Two Three Five Six 1 2 3 4 5 6 8 15 20 30 $73.60 147.15 220.70 294.00 367.90 441.45 588.60 330.00 384.00 491.00 $147.15 $220.70 294.40 441.45 441.45 $367.90 $441.45 CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Sheet No. R-3-1 dated 7-1-96 CTY OF- PALG ALTO UTILITIES Effective 9-1-99 Sheet No. R-3-1 COMMERCIAL REFUSE COLLECTIO~ UT17LITY RATE SCHEDULE Per Month Collection per Week (yard trimmings service) Numberof Cubic Yards One Two Three 15 $218.15 $436.00 $654.00 20 254.50 509.00 763.50 30 273.00 546.00 819.00 Per Month Collection Per Week (permanent service) Numberof Cubic Yards One Two Three 15 $1,289.15 $2.578.00 $3,867.00 20 1,495.50 2,990.00 4,485.50 30 1.917.00 3.834.00 5,751.00 CITY OF PALO ALTO UTILITIES Issued by the City, Council Supersedes Sheet No. R-3-2 dated 7-1-96 CiTY OF PALO ALTO UTILITIES Effective 9-1-99 Sheet No. R-3-2 COI’vLMERCIAL REFUSE COLLECTION UT1LITY RATE SCHEDULE R-3 (Continued) Per Compacted Cubic Yard Stationary PacNn~ Containers Quantity of refuse (Per compacted cubic yard) DETACHABLE CONTAINER RENTAL CHARGE: $36.8O Cubic Yard Per Month 1 ................................................................$26.25 2 .................................................................34.15 3-4 ...............................................................43.05 5-6 ...............................................................52.50 8-10 ..............................................................69.30 !5 94.50 20 ...............................................................126.00 30 ..............................................................189.00 SPECIAL PROVISION: The monthly charge to multi-unit apm-tment dwellings will be billed to the owner. CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Sheet No. R-3-2 dated 7-1-96 UTILITIES Effective 9-1-99 Sheet No. R-3-3 Do COMMERCIAL REFUSE ~COLLECTION UTILITY RATE SCHEDULE R-3 (Continued) SPECIAL CHARGES/COLLECTION: 1. Urgent special ..............................................$36.80 2. Compacted rate ..............................................36.80 3. Bin wash ...................................................27.50 4. Compacter/drop box wash ......................................55.85 5. Drop-box deliveU ............................................76.50 6. Drop-box non-use ............................................44.00 7. 15 yd box-overfull ............................................30.00 8.20 yd box-overfutl ............................................40.00 9.30 yd box-overfull ............................................50.00 10. On call compactor ............................................39.00 11. Stove/washer/dryer/water heater pickup ...........................25.00 12. Freezer/refrigerator/air conditioner pickup .........................30.00 13. Furniture pickup .............................................20.00 14. Mattress pickup ..............................................10.00 15. Tire pickup ...................................................5.00 16. Repair rate .........................................1.50/min+material 17. Miscellaneous 1 person service rate .............................2.10/min CITY OF PALO ALTO UTILITIES Issued by the City Council CTY OF PALD ALTOUTILITIES Effective 9-1-99 Original Sheet No. R-3-4 SPECIAL REFUSE COLLECTION UTILITY RATE SCHEDULE R-4 Co APPLICABILITY: This schedule applies to service rendered by the contractor upon specific request of an owner or tenant of premises for the collection of refuse that could not be removed by the regular collection service because of the quantity or quality of the refuse. Building materials and dirt are excluded from this service. TERRITORY: Within the incorporated limits of the City of Palo Alto and on land owned or leased by the City located in Service Area 1. RATES: MLNIMUM CHARGE ....................................................$36.80 Quantity of Refuse (Cubic Yards/ 1 ................................................................$36.80 2 .................................................................73.60 3 ................................................................110.35 4 ................................................................147.15 5 ................................................................183.95 SPECIAL PROVISION: Rates for the special collection of refuse in excess of five (5) cubic yards will be charged at $36.80 for each cubic yard. Charges made under this schedule shall be added to the regular monthly utilities bill of the person receiving the service and payment thereof will be subject to Rule No. 8 and Rule No. 10 of the Utilities Rules and Regulations. CITY OF PALO ALTO UTILITIES Issued by the City Council Supersedes Sheet No. R-4-I dated 7-1-96 CTY OF PALO ALTO UTILITIES Effective 9-1-99 Sheet No. R-4-1 ATTACHMENT FOUR ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 1999-00 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $265,000 FOR THE START-UP COST OF THE RESIDENTIAL MIX PAPER CURBSIDE RECYCLING PROGRAM WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 28, 1999 did adopt a budget for fiscal year 1999-00; and WHEREAS, they City will be entering into a solid waste and recyclable materials handling services contract with Palo Alto Sanitary Company (PASCO), which includes provisions for addition of a residential mix paper curbside recycling program; and WHEREAS, the start-up costs for the program total $330,000, which includes the purchase of a new mixed paper recycling line and crates for residents; and WHEREAS, PASCO will pay $65,000 to the City from the sale of vehicles taken out of service and remit $65,000 to the City in 1999- 00 and this amount will be used for the mixed paper recycling program; and WHEREAS, City Counci! authorization is needed to amend the 1999-00 budget to appropriate the $65,000 from PASCO plus $265,000 from the Budget Stabilization Reserve (BSR) to fund the new program. NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: SECTION i. The sum of Two Hundred Sixty Five Thousand Dollars ($265,000) is hereby appropriated to non-salary expenses in the Collection, Hauling and Disposal Functional Area in the Refuse Fund, and the Rate Stabilization Reserve is correspondingly reduced. SECTION 2. The sum of $65,000 in PASCO revenues is hereby appropriated to the Refuse Fund. SECTION 3. These transactions will reduce Stabilization Reserve from $4,782,000 to $4,517,000. the Rate SECTION 4. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. ATTACHMENT FOUR SECTION 5. The Council of the City of Palo Alto hereby finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. SECTION 6. As provided in Section 2.04.350 of the Palo Alto Municipa! Code, this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director of Services Administrative Director of Public Works Budget Amendment Ordinances Impacting General Fund Reserves Approved To Date in 1999-00 Impact on the Estimated Future Net Cost Refuse Fund RSR Year Ongoing Costs Estimated Beginning Rate Stabilization Reserve (RSR) Balance $5,972,000 Adopted Budget Addition]Subtraction to RSR Start-up cost for Mix Paper Curbside Recycling Pro~am ($1,190,000) TBD Total $4,517,000 ATTACHMENT FIVE AMENDMENT NO. 3 TO LEASE BETWEEN CITY OF PALO ALTO AND PALO ALTO SANITATION COMPANY THIS AMENDMENT NO. 3 to Lease No. 207 is made this __ day of , 1999 by and between the City of Palo Alto, a California municipal corporation (LESSOR) and Palo Alto Sanitation Company, a California corporation and wholly owned subsidiary of USA Waste of California, a Delaware corporation, a Waste Management company (TENANT). RECITALS Ao TENANT’s predecessor in interest, Palo Alto Sanitation Company (PASCO), and LESSOR entered into Lease 207 on February i, 1971. The Lease has been subsequently amended two times. Bo The Lease is a companion document to the Contract for Solid Waste Handling Services (Refuse Contract) between LESSOR and TENANT. Article XVIII of the Lease provides that if LESSOR approves an assignment of the Refuse Contract to another entity, the Lease may be assigned to the other entity. Co USA Waste of California acquired PASCO in 1998 through a stock purchase. LESSOR and TENANT have negotiated and approved a successor agreement for Solid Waste and Recyclable Materials Handling Services, and desire to amend the Lease to acknowledge the successor agreement and to provide for TENANT’s changed corporate status. NOW, THEREFORE, in consideration of the provisions set forth herein, LESSOR and TENANT agree to amend the Lease as follows: SECTION i. Article II (PURPOSE) of the Lease is hereby amended by adding a new paragraph, to read as follows: ~II. PURPOSE "The parties entered into a new agreement for Solid Waste and Recyclable Materials Handling Services, effective as of September I, 1999." SECTION 2. Article III (TERM) of the Lease is hereby amended to read as follows: ~llI. TERM "This Lease shall commence upon the first day of the month following signing of this agreement by LESSOR and terminate as of the date of termination of the Solid Waste and Recyclable Materials Handling Services agreement referenced in Article II or as earlier terminated by mutual agreement of the parties." SECTION 3. Article XVIII (ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED) of the Lease is hereby amended by adding 990802 sdl 0032227 1 the following paragraph, to read as follows: ~XVIII.ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED ~As of September I, 1999 a new Solid Waste and Recyclable Materials Handling Services agreement, superseding the REFUSE CONTRACT, was approved by LESSOR and TENANT’s successor in interest, Palo Alto Sanitation Company, a wholly owned subsidiary of USA Waste of California, a Waste Management company. Accordingly, LESSOR has approved the assignment of this Lease to TENANT’s successor in interest." Except as modified herein by this Amendment No. 3, the terms of the Lease, as previously amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this AMENDMENT NO. 3 to Lease No. 207 on the day and year first above written. ATTEST: PALO ALTO SANITATION COMPANY, a wholly owned subsidiary of USA Waste of California, TENANT By:~~i CITY OF PALO ALTO, a California Municipal Corporation, LESSOR City Clerk APPROVED: Mayor City Manager Senior Asst. City Attorney Director, Administrative Services Director, Public Works Actual* Dollar Increase* Percent Change* APPENDIX ONE Payments to PASCO 1998-99 1997-98 1996-97 1995-96 1994-95 1993-94 $7,118,072 $6,854,000 $6,388,000 $6,008,000 $5,946,000 $5,530,000 $264,072 $466,000 $380,000 $62,000 $416,000 -$72,000 3.85%7.29%6.32%1.04%7.52%-1.29% I Budget Dollar Increase Percent Change $7,380,000 $7,109,000 $6,455,000 $6,430,000 $6,077,397 $5,900,000 $271,000 $654,000 $25,000 $352,603 $177,397 -$110,000 3.8!%10.13%0.39%5.80%3.01%-1.83% Note: The 1998-99 actual is an estimate until financials are audited. c 0 0 ~ APPENDIX THREE PASCO 1999-00 Compensation Prorated to include both formulas 1999-00 Proposed Budget Using the Operating Ration (O/R) Formula: Expenses Subject to OR Operating Margin Less: Pass-through Expenses 7,424,393 1,012,417 41.000 Compensation Requirement for OR PASCO Direct Revenues: Less: Recycling revenues Less: Other revenues Less: Fees to the City for revenue sharing Total 8,477,810 722,000 1,300,000 (800.000) 1,222,000 Payments to PASCO Total Compensation Based on O/R - Full year 7;2551810 8~477~810 Combined Formula Compensation: Prorated for 10 Months using O/R Compensation Under 1987 Agreement for first two months of 1999-00- Amendment #13 Salary Increase for first two months of 1999-00 Total Payments To PASCO 1999-00 Plus PASCO Direct Revenues 6,046,508 1,115,137 25.000 7,186,645 1.222.000 Total Prorated Compensation for 1999-00 Difference from Full Year Comp.ensation 8.408.64~5 $(69,165)