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HomeMy WebLinkAbout2014-029 North SLO County Recycling AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR PROCESSING COMMINGLED RECYCLABLES AND GREENWASTE THIS AGREEMENT (hereafter Agreement) is.made upon the date of execution, as set forth below, by, and between North San Luis Obispo County Recycling Inc., (hereinafter referred to as "CONTRACTOR"), and the City of Atascadero, a Mul-kipal Corporation, (hereinafter referred to as"CITY"). RECITALS WHEREAS, City has determined it is in the public interest to provide recycling services to residential and commercial properties; and WHEREAS, the City franchises the collection of commingled recyclables and greenwaste through a franchise agreement currently with USA Waste of California., dba Atascadero Waste Alternatives; and WHEREAS, the Contractor has built a facility at 3360 La Crus Way, Templeton California to process commingled recyclables and greenwaste; and THEREFORE, the parties hereto, in consideration of the mutual covenants contained herein,hereby agree to the following terms and conditions: 1.00 GENERAL PROVISIONS 1.01 TE1W CONTRACTOR shall commence performance under this Agreement on January 1, 2015 and end performance on December 31, 2020, unless this Agreement is earlier terminated pursuant to paragraph 4.00. By Farther agreement of the parties the Agreement may be extended using the procedure in paragraph 1.03. 1.02 SERVICES TO BE PERFORMED BY CONTRACTOR CONTRACTOR agrees to perform or provide the services specified in "SCOPE OF SERVICES" attached hereto as"EXHIBIT A" hereby incorporated herein. 1.03 EXTENSION CONTRACTOR or CITY may request up to four Mone-year time extensions to this Agreement. The other party shall consider the request but is not obligated to grant an extension. Any request for extension shall be made in writing and received by the other party no earlier than November 1, 2019 and no later than March 1, 2020. 1.04 COMPENSATION TER2viS CONTRACTOR agrees to pay CITY and receive payment got the CITY's waste hauler in accordance with the payment terms set forth.in Exhibit"B"which is incorporated by this reference. 2.00 RESPONSIBILITIES OF CONTRACTOR 2.01 MINIMUM AMOUNT OF SERVICE BY CONTRACTOR CONTRACTOR agrees to devote the hours necessary to perform the services set forth in this Agreement in an efficient and effective manner. CONTRACTOR may represent,perform services for and be employed by additional individuals or entities, in CONTRACTOR's sole discretion, as long as the performance of these extra-contractual services does not affect the performance of the work by the CONTRACTOR for the CITY. 2.02 TOOLS AND INSTRUMENTALITIES CONTRACTOR shall provide all tools and instrumentalities to perform the services under this Agreement. 2.03 WORKERS' COMPENSATION AND OTHER EMPLOYEE BENEFITS CITY and CONTRACTOR agrees that CONTRACTOR is an independent contractor and agree that CONTRACTOR's employees and agents have no right to any of the benefits of a CITY employee, including but not limited to vacation, sick leave, administrative leave, health insurance, disability insurance, retirement, unemployment insurance, workers'• compensation. CONTRACTOR agrees to hold harmless and indemnify CITY for any and all claims arising out of any claim for injury, disability, or death of any of CONTRACTOR and CONTRACTOR's employees or agents. 2.04 STANDARD OF PERFORMANCE CONTRACTOR represents that it has the skills, expertise, and licenses/permits necessary to perform the services required under this Agreement. Accordingly, CONTRACTOR shall perform all such services in the manner and according to the standards observed by a competent practitioner of the same profession in which CONTRACTOR is engaged. Permits, licenses, and State CRV permits shall be obtained and maintained by CONTRACTOR without additional compensation. CONTRACTOR shall have a duty to cooperate with the CITY's franchised waste hauler to insure that the receipt and possessing of'materials under this Agreement occurs smoothly and in compliance with the terins of this Agreement and the Agreement between the CITY and its franchised waste hauler. 2.05 TAXES CITY shall not be responsible for paying any taxes on CONTRACTOR's behalf, and should CITY be required to do so by state, federal,or local taxing agencies, CONTRACTOR agrees to promptly reimburse CITY for the full value of such paid taxes plus interest and penalty, if any. These taxes shall include, but not be limited to, the following: FICA (Social Security), unemployment insurance contributions, income tax, disability insurance,and workers`compensation insurance. 2.06 CONFLICT OF INTEREST CONTRACTOR covenants that CONTRACTOR presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest sl-Lall be employed by CONTRACTOR. . . ...... ... . . ............ . ... ............ ....... . ..... . ... ................... ... .. .. .. . . . ..... 2.07 PERFORMANCE BOND The CONTRACTOR shall post a performance bond on file with the City, payable to the City securing die CONTRACTOR's frill and faithful performance by the CONTRACTOR of its obligations under the contract and shall be kept in full force and effect by the CONTRACTOR throughout the life of the contract. The principal sum of the bond shall be in the amount equal to three months of operation and maintenance costs of the services under the contract for no less than` 50,000.00. 2.08 INDEMNIFICATION CONTRACTOR shall indemnify, defend and hold CITY, its agents, officers, elected officials, employees, and its franchisee Atascadero Waste Alternatives harmless from and against all claims, damages, losses, causes of action and expenses, including attorneys' fees, for any personal injury, bodily injury, loss of life or damage to property, violation of any federal, state or municipal law, ordinance or constitutional provision, or other cause which arise out of, relate to or result from the activities or omissions, negligent or otherwise, under this Agreement by CONTRACTOR, its officers, agents and employees. Each party shall give the other prompt notification when it first learns of an incident or occurrence covered, or likely to be covered, under the terms of this section, as well as prompt notification if a claim is made or suit is brought against a party based on an incident or occurrence covered, or likely to be covered,by the terms hereof. Except as otherwise specified herein, for the purposes of this section, no party shall be deemed to be the agent of the other. To the extent that CONTRACTOR has agreed to indemnify, defend and hold harmless City, its officers, agents and employees under this Agreement, said obligations shall continue to exist during the term of this Agreement and subsequent to this Agreement for those acts or omissions giving rise to liability which occurred during this Agreement. Either party may purchase commercial insurance to cover their exposure hereunder, in whole or in part. 2.09 INSURANCE REQUIREMENTS Without limiting the CONTRACTOR'S indemnification of the CITY, CONTRACTOR shall procure and maintain for the term of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his/her agents, representatives, or employees. Failure to comply with the insurance requirements shall place CONTRACTOR in default. A. Minimum Scope and Limits of-'Insurance CONTRACTOR shall maintain broad coverage and limits no less than: 1. Workers' Compensation Insurance - Statutory Worlcers' Compensation and Employers Liability Insurance shall cover all CONTRACTOR's staff while performing any work incidental to the performance of this Agreement. The policy shall provide that no cancellation, major change in coverage, or expiration shall be effective or occur until at least thirty (30) days after receipt of such notice by the CITY. In the event CONTRACTOR is self-insured, it shall furnish a copy of Certificate of Consent to Self-Insure issued by the Department of Industrial Relations for the State of California. This provision does not apply if CONTRACTOR has no employees as defined in Labor Code Section 3350 et seq. during the entire period of this Agreement and CONTRACTOR submits a written statement to the CITY stating that fact. 2. General Liability - `x«1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 3. Automobile Liability-$1,000,000 per accident for bodily injury and property damage. 4. Employee's Liability - ` 1,000,000 per accident f*or bodily injury or disease. B. Deductibles and Self--insured Retentions Any deductibles or self-insured retention's must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self--insured retention's as respects the City, its trustees, officers, employees and volunteers; or the CONTRACTOR shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. C. Other Insurance Provisions The commercial general liability and automobile liability policies are to contain,or be endorsed to contain,the following provisions: 1.. The City, its trustees, officers, employees and volunteers are to be covered as additional insureds as respects;.liability.arising out of.work o.r.operations.performed by or on behalf of the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. 2. For any claims related to this project, the CONTRACTOR.'s insurance coverage shall be primary insurance as respects the City, its trustees, officers, employees and volunteers. Any insurance or self-insurance maintained by the City, its trustees, officers, employees or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified snail, return receipt requested,has been given to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, and are admitted insurance companies in the State of California, unless otherwise acceptable to the City. E. Verification of Coverage CONTRACTOR shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. CONTRACTOR shall subunit to the office of the designated CITY representative certificate(s) of insurance documenting the required insurance as specified above prior to this Agreement becoming effective. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. Upon request by the CITY, CONTRACTOR shall provide a certified copy of any insurance policy to t11e CITY within ten (10)working days. ?.1.0 CLEAN SEPARATED CARDBOARD CONTRACTOR, in addition to accepting commingled recyclables, agrees to accept from the CITY's franchised waste hauler clean separated cardboard collected from commercial customers in the CITY. However, the CITY'S franchised waste hauler is under no obligation to deliver to the CONTRACTOR clean separated cardboard collected from commercial customers in the CITY. If the CITY's franchised waste hauler delivers clean separated cardboard collected from commercial customers in the CITY to the CONTRACTOR, the CONTRACTOR shall pay the franchised waste hauler the fair market value for the clean separated cardboard. Fair market value shall be determined by the CONTRACTOR periodically determining t11e price paid for clean separated cardboard at similar faculties located outside of San Luis Obispo County but approximately die same distance to the cardboard buyer. 3.00 RESPONSIBILITIES OF CITY 3.01 COOPERATION Upon notification by the Contractor that the facility in Templeton is ready to receive material, City agrees to direct its franchised waste hauler to delivery for processing commingled recyclables and greenwaste to the CONTRACTOR. The franchised waste hauler or any other parry shall not remove any recyclables from the commingled recyclables prior to delivery of the commingled recyclables to the Contractor. Commingled recyclables include the following: paper products (newspaper, magazines, mail, office paper, telephone books, Cardboard, chipboard, etc.), plastic (soda bottles, milk. and water jugs and other rigid plastic containers with number 1 through 7 plastic), glass (food and beverage containers), cans (aluminum cans, tin cans, aluminum foil, metal food trays). The density of the commingled recyclables delivered to the Contractor shall not exceed 375 pounds per cubic yard. Greenwaste includes grass clipping, leaves, branches collected in greenwaste containers. 4.00 TERMINATION OF AGREEMENT 4.01 ' BY CONTRACTOR Should CITY fail to perform to all-or any part of this Agreement, CONTRACTOR may, at CONTRACTOR's option terminate this Agreement if such failure is not remedied by CITY within thirty(30) days of written notice to CITY of such failure. 4.02 TERMINATION ON OCCURRENCE OF STATED EVENTS This Agreement may terminate automatically on the occurrence of any of the following events: 1. Bankruptcy or insolvency of any party; 2. The end of the thirty(30)days as set forth in Section 4.01.; 3. End of this contract term or any extension 4. Assignment of this Agreement without the written consent of the City. 4.03 TERMINATION BY ANY PARTY FOR DEFAULT OF ANOTHER PARTY Should any party default in the performance of this Agreement or materially breach of any of its provisions, a non breaching party, at its option, may terminate this Agreement on thirty 30 days written notice of termination to the breaching party. 5.00 SPECIAL PROVISIONS 5.01. BREACH OF CONTRACT If CONTRACTOR materially breaches terms of this Agreement, CITY shall, in addition to other remedies provided by law,have the following cumulative remedies: A. Continue the unfinished work, under this Agreement, with a different CONTRACTOR; and B. Charge CONTRACTOR for the costs incurred by CITY for the wort: performed by a different CONTRACTOR until such time that CITY has a City Council approved agreement with a new CONTRACTOR. 5.02 NONDISCRIMINATION During the performance of this Agreement, CONTRACTOR will not discriminate against any employee or applicant because of race, religion, creed, color, national origin, sex, age, or disability, whether physical or mental. CONTRACTOR will tape affirmative action to insure that applicants employed, are treated during employment, without regard to their race, religion, creed, color, national origin,sex,age, or disability,whether physical or mental. 5.03 OWNERSHIP OF DOCUMENTS No materials produced in whole or in part under this Agreement shall be subject to copyright in. the United States or in any other country except as determined at the sole discretion of CITY. CITY shall have the unrestricted authority to publish, disclose, distribute, and other use in whole or in part,any reports, data, documents or other materials prepared under this Agreement. 5.04 RECORDS,AUDIT,AND REVIEW CONTRACTOR shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of CONTRACTOR's profession and shall maintain such records for at least five(5)years following the performance of the work in this Agreement. All accounting records shall be kept in accordance with generally accepted accounting practices. CITY shall have the right to audit and review all such documents and records at any time during CONTRACTOR`s regular business hours or upon reasonable notice. Once the CITY receives records, they may become public records unless exempted by law. CONTRACTOR shall also maintain all records and perform such reporting as set forth in Exhibit 5.05 AMENDMENT With sixty (60) days written notice, any portion of this Agreement may be renegotiated, altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives its future right to clairn,'contest or.assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of conduct,waiver or estoppel. 5.06 RATE ADJUSTMENT CPI Adjustment: Commencing on the one year anniversary of the effective date of this Agreement, and on the same date annually there'afte'r(the"Adjustment Date"), the rates set forth in.this Agreement, as adjusted hereunder, shall be automatically adjusted by a percentage equal to 70% of the annual percent change in the Consumer Price index ("CPI") for All Urban Consumers - All Items, for the Los Angeles - Riverside - Orange County metropolitan area (1982-84 = 100) as published by the Bureau of Labor Statistics for the 12-month period ending September 30. At least thirty(30) days prior to the Adjustment Date, Contractor shall notify City of the CPI adjustment to tale effect on the Adjustment Date and shall provide City with its computations therefore. Extraordinary Rate Adjustments The rates set by this Agreement are calculated to pay certain expenses and costs that are of a contingent and uncertain nature. Therefore, in.addition to the annual rate adjustment provided above, the rates under this Agreement shall, upon written request of Contractor or City, be further adjusted on an interim basis for increased or decreased expenses associated with performance of the services hereunder due to any one or more of the following causes: (a) material changes in Contractor's costs resulting from a Force Majeure event; (b) changes to Con'tractor's operations or the Franchise Fee or other fees required or initiated by City; (c) Contractor desires to provide additional new services or the City requests the Contractor to provide any additional new services, or Contractor desires or the City requests the Contractor to change the method of providing, or the technology used to provide, existing services under this Agreement; (d) any increase or decrease in disposal fees (e) any change in law, statute, rule, regulation, ordinance, order or requirement of any federal, state, regional or local government that occurs after the Effective Date of this Agreement. If Contractor and City staff cannot agree on terms and conditions of such extraordinary rate adjustments the matter shall be submitted to the City Council for a determination of whether an extraordinary rate adjustment would be allowed and the amount of the adjustment. The determination shall be final. 6.00'MISCELLANEOUS 6.01 REMEDIES NOT EXCLUSIVE The remedies set forth in this Agreement shall not be exclusive but shall be cumulative with, and in addition to,all remedies now or hereafter allowed by law or equity. 6.02 NO WAIVER No delay or emission of either party to exercise any right or power arising upon the occurrence of any event of default shall impair any such. right or power or shall be construed to be a waiver of any such.default or an acquiescence therein; and every power and remedy given by this Agreement to either party shall be exercised from time to time and as often as may be deemed expedient in the sole discretion of either party. 6.03 ASSIGNMENT This Agreement is specifically not assignable by CONTRACTOR to any person or entity without the prior written consent of the City. The City may withhold its consent for any reason and is under no obligation to approve an assignment. Any assignment or attempt: to assign by CONTRACTOR,without the written consent of the City,whedier it be voluntary or involuntary, by operation of law or otherwise, is void and is a material breach of this Agreement giving rise to a right to terminate as set forth in Section 4.03. 6.04 FORCE MAJEURE The parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of floods, earthquakes, other"acts of God", war, civil insurrection, riots, acts of any government (including judicial action), unavailability of third party disposal or processing facilities designated by the City, and other similar catastrophic events which are beyond the control of and not the fault of the party claiming excuse from performance hereunder. The party claiming excuse from performance shall,within two (2) days after such party has notice of such cause,give the other party notice of the [acts constituting such cause and asserting its claim to excuse under this Article. The interruption or discontinuance of Contractor's services caused by one or more of the events excused shall not constitute a default by Contractor under this Agreement. Notwithstanding the foregoing, however, if Contractor is excused from performing its obligations hereunder for any of the causes listed in this Article for a period of thirty (30) days or more, City shall have the right to review the circumstances Linder which the excuse from performance was granted. After such review, if the City determines the excuse from service is no longer valid, the City shall notify the Contractor in writing to resume service within two (2) days from the receipt of such notification. If the Contractor fails to resume service within the two (2) days, the City shall have the right to terminate this Agreement by giving ten a(10) day notice. 6.05 TIMI;FOR PHRFORMANCE Except as otherwise expressly provided for in this Agreement, should the performance of any act required by this Agreement to be performed by either party be prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, or any other cause, except financial inability, not in the control of the party required to perform the act, the time for performance of the act will be extended for a period of time equivalent to the period of delay and performance of the act during the period of delay will be excuser]; provided, however, that nothing contained in this Section shall excuse the prompt payment by either party as required by this Agreement or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act. 6.06 NOTICES Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served onor given to any party to this Agreement shall be in writing and shall be deemed duly served and given when personally delivered or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid to the following address for each respective party: To CITY: City of Atascadero 6500 Palma Ave. Atascadero,California 93422 Attn: City Manager To CONTRACTOR: Mr. Brad Goodrow North San Luis Obispo County Recycling Inc. P.O. Box 1195 Templeton, CA 93465 . or to such other person that the parties may from time to time designate. Notices and consents under this section, which are sent by mail,shall be deemed to be received five (5) days following their deposit in the U.S. mail. 6.07 GOVERNING LAW This Agreement and all matters relating to.this Agreement shall be governed by the laws of the State of California in force at the time any decision or holding concerning this agreement arises. 6.08 COMPLIANCE WITH IAW CONTRACTOR shall, at his sole cost and expense, comply with all CITY, State and Federal ordinances and statutes now in force or which may hereafter be in force with regard to this Agreement. The judgment of any court of competent jurisdiction, or the admission of CONTRACTOR in any action or proceeding against CONTRACTOR, whether CITY be a party thereto or not, that CONTRACTOR has violated any such ordinance -or statute, shall be conclusive of that fact as between CONTRACTOR and CITY. 6.09 BINDING EFFECT This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this Section shall be construed as consent by City to any assignment of this Agreement or any interest in this Agreement. 6.10 INTEGRATION CLAUSE This Agreement (including any original counterparts executed by the parties) constitutes the sole and entire agreement between the parties with respect to the subject matter hereof. This Agreement correctly sets forth the obligations of the parties hereto to each other as of the date of this Agreement. All agreements or representations respecting the subject matter of this Agreement not expressly set forth or referred to in this Agreement are null and void. 6.11 SEVERABILITY If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall.be construed as il'such invalid, illegal or unenforceable provision had never been contained herein. 6.1?TIME Time is expressly declared to be of the essence of this Agreement. 6.1.3 DUE AUTHORITY All parties to this Agreement warrant and represent that they have the power and authority to enter into d-iis Agreement in the names, titles and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. furthermore,by entering into this Agreement, CONTRACTOR hereby warrants that it shall not have breached the terms or conditions of any other contract or agreement to which CONTRACTOR is obligated, which breach would have a material effect hereon. 6.14 SECTION HEADINGS The headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. 6.15 PRECEDENCE In the event of conflict between the provisions contained in the numbered sections of this Agreement and the provisions contained in the Exhibits, the provisions of the Exhibits shall prevail over those in the numbered sections. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the date executed by CITY. CONTRACTOR: Brad Goodrow, CEO Michael Fredrick,Secretary Date:/ -1W—1 `1 Date: --- ----- CITY: Rachelle Richard, City Manager Date ATTEST: By: Marcia McClure Torgerson, City Clerk APPROVED AS TO FOl h. By: Brian.Pierik, City Attorney EXHIBIT A: SCOPE OF SERVICES PROCESSING AND MARKETING OF COIUMINGLED RECYCLABLES AND GREENWASTE I. 1'rocessing A. The CONTRACTOR shall supply all labor and equipment necessary to receive, process and market all commingled recyclable material and greenwaste resulting from this contract. For purposes of this Agreement, "recyclable material" and "greenwaste" are defined as all material delivered to the CONTRACTOR's facility located at 3360 La Cnrz Way, Templeton California, collected pursuant to the City's source separated residential and commercial recycling and greenwaste program. Clean separated cardboard collected from commercial customers in the CITY is not included in recyclable materials. CONTRACTOR shall divert all recyclable materials and greenwaste in a manner that is acceptable for diversion credit under A13939. CONTRACTOR shall not landfill, burn or convert for burning the materials diverted, unless otherwise authorized by City. B. The CONTRACTOR shall receive and process recyclable materials and greenwaste without limitation asto amount, weight or periodic variances in quantity generated. The exact quantity, quality, mix or percentage of recyclables and greenwaste to be delivered under the contract cannot be guaranteed. C. All process loss and residual from City delivered commingled recyclables and greenwaste shall be delivered and disposed of in the Chicago Grade Landfill during the term of this contract. For purposes of this section "process loss" shall mean the difference between the incoming tonnage, and the sum. of saleable recyclable tonnage plus contamination. The process loss and residual weight shall not exceed 10% of the gross weight of all inbound tons, unless the excess is attributable to the quality of the material delivered. City will make an effort to conduct an annual waste characterization study at the North San Luis Obispo County Recycling facility to assess the compliance with the 1.0% maximum residual goal. Contractor to participate in the study as needed. D. All recyclable materials and greenwaste diverted shall meet or exceed secondary material market specifications for each class of recovered product. E. CONTRACTOR's facility shall be required to be available to receive commingled recyclable materials and greenwaste Monday througli Friday between. 7::00 am and 3:00 p.m., holiday shift days and other times as mutually agreed. F. The City and CONTRACTOR must agree, in writing, to any changes to tl-ie recyclable materials and greenwaste collected and processed prior to the addition of the materials to a City route and prior to any notification to the customers of such additions or deletions of materials. G. CONTRACTOR will assume all liability, ownership and control for the City's recyclable materials and green waste, including inadvertent hazardous waste contamination, and the disposal of such materials.Nothing in this Agreement is meant to limit Che CONTRACTOR ability to seek: recovery or reimbursement from the CITY franchise hauler. 11. Compost Materials The CONTRACTOR shall make available to the City in an amount no more than 100 cubic yards of composted mulch each year from its Creston Processing Facility. The City will be solely responsible to arrange for pickup and transportation cost of the material from the Creston Facility back to the City of Atascadero at City expense. III. Liability and Permits A. CONTRACTOR warrants that it possesses, and will possess throughout the terra of this contract, all federal, state, and local permits needed to operate the facility that will accept and process the recyclables. CONTRACTOR shall provide current copies of its certifications and permits for MRF operations to the City for the term of this contract. B. In the case that the CONTRACTOR or the CONTRACTOR's facility is unable to accept recyclables or greenwaste for any reason (equipment faihzre, permit problems, failure to open facility, etc.), the CONTRACTOR will divert recyclables or greenwaste to an alternate location arranged by the CONTRACTOR and approved by the City. The CONTRACTOR shall pay for all transportation costs and fees charged at the alternate facility arranged by the CONTRACTOR. C. In the event that the CONTRACTOR is responsible for transporting processed or unprocessed recyclables or greenwaste and for any reason is unable to do so, the CONTRACTOR will arrange for alternative transportation arrangements and pay for costs charged by the alternate transporter. IV. Reporting, Record Keeping and Invoices A. CONTRACTOR shall have a certified trucks scale on-site to weigh all loads of materials. The weigh scales shall be calibrated in accordance with procedures established by the applicable state and local authorities. Each vehicle shall be weighed upon entering and exiting(for those vehicles without tare weight) the CONTRACTOR's processing facility with a certified weight receipt given to driver after tipping the recyclable materials and greenwaste. A copy of the weigh slip shall be submitted to the City with.each monthly invoice in a farm approved by the City. CONTRACTOR shall maintain a daily log of the sequential ticket number, vehicle number, gross vehicle weight, and tare vehicle weight. Copies of this information will be available to the City when requested. B. CONTRACTOR shall be required to document, in a form approved by the City, the average amount of contamination and process loss in each load as determined in a.n annual waste characterization study. A random sort audit of the collected recyclable material and greenwaste may be conducted at the CONTRACTOR's facility when requested by the City to verify contamination rates and will be observed by a City designated representative. C. On a monthly basis, CONTRACTOR shall submit an invoice, including a compilation of the weight logs as well as the contamination and process loss logs, to the franchised waste hauler with a copy to the City representative designated in the contract by the fifteenth of the month following the service period. CONTRACTOR shall also submit a report on the City of Atascadero processed recyclables and greenwaste which will include the commodity and gross tonnage for each commodity,.percentage of.mixture to.the..total.tonnage,.residue-tonnage, .total.tonnage, recycled tonnage, and invoice to the franchised waste hauler with. a copy to the City for the recycled tonnage in accordance with EXHIBIT B,Section B. D. CONTRACTOR will prepare all paperwork and provide the City with all necessary information to allow City to prepare necessary reports to State for AB939 reporting. EXHIBIT B PAYI\TENT ARRANGEMENTS A. Payment for delivery of commingled recyclables and greenwaste shall be based upon the scope of services contained in Exhibit A. B. Monthly, CONTRACTOR shall invoice the CITY's franchised hauler for the gross materials received from the City's residential and commercial commingled recycling and greenwaste program over the period specified. Tile CITY'S franchised hauler will be charged$7 per ton for delivered recyclable materials from the City's residential and commercial recycling program, delivered in the CITY's franchised hauler's authorized vehicles. The CITY'S franchised hauler will be charged $27 per ton for delivered greenwaste from the City's residential and commercial greenwaste program, delivered in the CITY's franchised hauler's authorized vehicles. The CITY's franchised hauler shall pay the CONTACTOR within 30 days of receiving an invoice. Residual from the City's recycling program, processed through the CONTRACTOR's Material Recovery facility located at 3360 La Cruz Way, Templeton California, shall be disposed of at Chicago Grade Landfill. CONTRACTOR will pay the landfill-tipping fee: The CONTRACTOR will pay every month to the City a franchise fee of: 2.00 per ton on every ton of the gross materials received that month from the City's residential and commercial commingled recycling and greenwaste programs. This payment will be made within 15 days of receiving payment from the CITY's franchised hauler. C. CITY's failure to discover or object to any unsatisfactory*work or billings prior to payment will not constitute a waiver of CITY's right to require CONTRACTOR to correct such work or billings or seek any other legal remedy.