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Resolution No. 100461 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 10,046 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CITY OF VERNON STANDARD NON-EXCLUSIVE FRANCHISE AGREEMENT FOR SOLID WASTE MANAGEMENT SERVICES PURSUANT TO ARTICLE VI OF CHAPTER 12 OF THE VERNON CITY CODE BY AND BETWEEN THE CITY OF VERNON AND QUALITY WASTE SERVICE, INC. WHEREAS, the City Council of the City of Vernon (the "City Council") adopted Ordinance No. 1067 on December 8, 1998, which added Article VI to Chapter 12 of the Vernon City Code, establishing a non- exclusive franchise system for solid waste collection in the City of Vernon (the "City"); and WHEREAS, one purpose for establishing the non-exclusive franchise system is to improve the accuracy of the data needed for compliance with the source reduction and recycling requirements of Public Resources Code § 40000, et seq. (commonly referred to as "AB 1939"); and WHEREAS, on February 2, 1999, the City Council adopted Resolution No. 7271, establishing a franchise fee for franchises issued pursuant to Article VI of Chapter 12 of the Vernon City Code; and WHEREAS, the Environmental Health Department has contacted all solid waste collection businesses that operated in the City at the time of the adoption of Ordinance No. 1067, and has provided them with information about the franchise application process; and WHEREAS, Quality Waste Service, Inc. ("Quality Waste"'), a solid waste collection business, has since applied for and has been determined to be qualified to hold a franchise from the City; and WHEREAS, by memo dated August 13, 2009, the Director 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of Health and Environmental Control has recommended that the City enter into,a solid waste franchise agreement with Quality Waste. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the City of Vernon Standard Non -Exclusive Franchise Agreement for Solid Waste Management Services with Quality Waste Service, Inc., a copy of which is attached hereto and incorporated by reference as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement with Quality Waste for, and on behalf of, the City and the City.Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a copy of a fully executed Agreement to: Quality Waste Service, Inc. Attn.: Steve Kalpakoff, President 3534 Whittier, Blvd. Los Angeles, CA 90023 - 2 - 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and her certification to be entered in the Book of Resolutions of the Council of this City. APPROVED AND ADOPTED this 24th day of August, 2009. A TEST: MANMELA GIRON, City Clerk Hilario Gonzales Name: Title: Mavor - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17s 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 10,046, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, August 24, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 2%Nay of August, 2009, at Vernon, California. MANUELA G17R City Clerk (SEAL) - 4 - EXHIBIT A CITY OF VERNON NON-EXCLUSIVE FRANCHISE AGREEMENT for SOLID WASTE MANAGEMENT SERVICES with QUALITY WASTE SERVICE, INC. 1272o-0004\i 154679v2.doc NON-EXCLUSIVE FRANCHISE AGREEMENT TABLE OF CONTENTS PAGE(S) AGREEMENTRECITALS.............................................................................................................1 SECTION 1 GENERAL TERMS.................................................................................................. 1 1.1 Definitions.....................................................................................................................1 1.2 Grant and Acceptance of Franchise .................................... 1.3 Conditions to Effectiveness of Agreement................................................................... 5 1.4 Effective Date and Term of Agreement.................................................................... 6 1.5 Non-exclusive Nature of Franchise.............................................................................. 6 1.6 Ownership of Solid Waste............................................................................................ 6 1.7 City's Right to Designate Solid Waste Facility............................................................ 6 SECTION 2 COLLECTION OPERATIONS................................................................................ 7 2.1 Compliance with Applicable Laws............................................................................... 7 2.2 Hazardous Waste.......................................................................................................... 7 2.3 Report Unauthorized.Dumping..................................................................................... 7 2.4 Requirement of Health Permit...................................................................................... 8 SECTION 3 FRANCHISE FEES.................................................................................................. 8 3.1 Franchise Fee................................................................................................................ 8 3.2 Timing of Franchise Fee Payments :...................... SECTION 4 RECORDS AND REPORTS.................................................................................... 8 - 4.1 Maintenance of Records............................................................................................... 8 4.2 Records of Gross Receipts ........................................................................................ 9 4.3 Records of Tonnage.................................................................:.................................... 9 12720-0004\1154679v2.doc i 4.4 Quarterly Reports ........................................ ........................................................ 9 4.5 Billing Format.............................................................................................................. 9 4.6 Inspection by City......................................................................... .............................. 9 SECTION 5 INDEMNITY, INSURANCE AND BOND........................................................... 10 5.1 Indemnification of City.............................................................. ............................... 10 5.2 Insurance................................................................................................................... 11 5.3 Faithful Performance Bond......................................................................................... 12 SECTION 6 DEFAULT AND REMEDIES................................................................................ 13 6.1 Events of Default........................................................................................................ 13 6.2 Right to Terminate Upon Default ................................................ .... 13 SECTION 7 OTHER AGREEMENTS OF THE PARTIES....................................................... 14 7.1 Relationship of Parties................................................................................ ........ 14 7.2 Governing Law........................................................................................................... 14 7.3 Jurisdiction..................................................................................................................14 7.4 Assignment and Transfer............................................................................................ 14 7.5 Binding on Successors................................................................................................ 15 7.6 Parties in Interest......................................................................................................... 15 7.7 Waiver.........................................................................................................................15 7.8 Notice Procedures............................................................................. ...................... 15 7.9 Representatives of the Parties..................................................................................... 16 7.10 Franchisee to Defend Agreement ............................................................................. 16 7.11 Declared State of Emergency..................................................... ......... 16 ........................ SECTION 8 MISCELLANEOUS AGREEMENTS................................................................... 17 ii 12720-0004\1154679v2.doc 8.4 Entire Agreement........................................................................................................ 17 8.2 Subsection Headings................................................................................................... 17 8.3 References to Laws..................................................................................................... 17 8.4 Interpretation............................................................................................... ........... 17 8.5 Amendment.................................................................................................................17 8.6 Severability ............................. .................... ..... ..... .................. .....17 8.7 Counterparts................................................................................................................ 17 12720-0004\1154679v2.doc NON-EXCLUSIVE FRANCHISE AGREEMENT FOR SOLID WASTE MANAGEMENT SERVICES This non-exclusive franchise agreement is entered into this MTh day of August, 2009 by and between the City of Vernon, a California charter city ("City") and Quality Waste Service, Inc., a California corporation ("Franchisee"), for the collection and transportation of solid waste in the City. RECITALS WHEREAS, the City is empowered under Section 7 of Article XI of the California Constitution to make and enforce, within its limits, all police and sanitary ordinances and regulations not in conflict with general laws; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (the "Act" or: "AB 939", California Public Resources Code Section 40000 et sea.), has declared that it is in the public interest for the State, as sovereign, to authorize and require local agencies to make adequate provisions for solid waste handling within their jurisdictions; and WHEREAS, the City desires the continuation of the openly competitive nature of solid waste collection in the City; and WHEREAS, pursuant to the Act, the City is required to divert fifty percent (50%) of its solid waste from landfill disposal by the year 2000, and required to accurately measure the amount of. solid waste from the City that is generated, diverted, and disposed; and WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2) and Code of the City of Vernon, Chapter 12, the City Council of the City of Vernon has determined that the public health, safety, and well-being require that a non-exclusive franchise be awarded to independent companies for the collection and transportation of solid waste; NOW THEREFORE, in consideration of the recitals stated above and the terms, conditions, covenants, and agreements contained herein, the parties do hereby agree as follows: SECTION 1 GENERAL TERMS 1.1 Definitions For the purposes of this Agreement, the definitions in this Section 1 apply. In the event a term is not defined in this Section 1, then it shall have the meaning set forth in Chapter 12 of the Code of the City of Vernon or in Division 30, Part 1, Chapter 2 of the California Public Resources Code (with precedence given to definitions in the Code of the City of Vernon over conflicting definitions contained in the Public Resources Code). The following words and terms shall have the following meanings: 12720-0004\1154679v2.doc 1 Act "Act" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seg.), as it may be amended from time to time. Agreement "Agreement" means this non-exclusive franchise agreement between the City and Franchisee, including any exhibits, attachments, and amendments thereto. Applicable Laws "Applicable Laws" means all laws, regulations, rules; orders, directives, judgments, decrees, permits, approvals, or other requirement of the United States, the State of California, the County of Los Angeles, the City of Vernon (including, but not limited to, Chapter 12 of the Code of the City of Vernon), and any federal, state, regional or local administrative and regulatory agencies, that are applicable to any aspect of this Agreement or the collection and transportation of solid waste, that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. Citv "City" means the City of Vernon, a municipal corporation, and all the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified in the future. City Administrator "City Administrator" means the City Administrator of the City of Vernon, or a duly authorized representative, who may also be the Director of Health & Environmental Control, except in the case of an appeal of the Director's decision. City Council "City Council" means the City Council of the City of Vernon. Code of the City of Vernon "Code" means the Code of the City of Vernon, California, 1959, as now written or hereafter amended or recodified. Collect/Collection "Collect" or "collection means to take physical possession and transport solid waste within the City. 12720-0004\1154679v2.doc 2 Director "Director" means the Director of Health & Environmental Control of the City of Vernon, or a duly authorized representative. Disposal "Disposal" means the management of solid waste through landfill disposal or transformation at a permitted disposal facility. Disposal Facility "Disposal facility" means the solid waste facility or facilities for the ultimate disposal of solid waste. Franchise "Franchise" means the special right granted by the City under the Code of the City of Vernon to operate as a non-exclusive enterprise for solid waste collection services within the City. Franchisee "Franchisee" means the person to whom the City has granted a non-exclusive right to provide solid waste services within the City, as set forth in this Agreement and as described in the Code of the City of Vernon. Garbage "Garbage" means all. waste animal and vegetable matter resulting from the preparation, consumption, storing, processing, manufacturing or distribution of food, animal feed, or other animal or vegetable matter. Gross Receipts "Gross receipts" means any and all compensation received by the Franchisee in connection with collecting and transporting solid waste generated in the City, and delivering that solid waste to waste processing facilities, waste transfer stations, or disposal facilities. Gross receipts includes amounts received to reimburse the Franchisee for the franchise fee paid to the City, and amounts received to reimburse the Franchisee for the tipping fees it pays .to waste processing facilities, waste transfer stations, or disposal facilities. Hazardous Substance "Hazardous substance" shall mean any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "hazardous substance'§," "hazardous materials," "hazardous wastes," "toxic waste,' "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental - Response, Compensation and Liability Act of 1980, 42 USC § 9601 et sea. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC § 5 10 1, et seq.; (iii) the Resource Conservation 12720-0004\1154679v2.doc 3 and Recovery Act, 42 USC § 6901 et sea.; (iv) the Clean Water Act, 33. USC § 1251 et sea.; (v) California Health and Safety Code §§ 25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC § 7401 et seq.; and (vii) California Water Code § 13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws. currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products. Hazardous Waste "Hazardous waste" means all substances defined as hazardous waste, acutely hazardous waste, or extremely hazardous waste by the State of California in Health and Safety Code § 25110.02, § 25115, and § 25117 or in the future amendments to or recodifications of such statutes, or identified and listed as hazardous waste by the US Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC § 6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder. Parties "Parties" means the City of Vernon and the Franchisee. Person "Person" means any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County of Los Angeles, the City of Vernon, towns, cities, and special purpose districts. Premises "Premises" means any land or building in the City where solid waste is generated or accumulated. Recyclable Materials "Recyclable materials" means residential, commercial or industrial source separated by-products of some potential economic value, set aside, handled, packaged, or offered for collection in a manner different from solid waste. Refuse "Refuse" includes garbage and rubbish. Rubbish "Rubbish" includes non-putrescible solid wastes such as ashes, paper, cardboard, cans, yard clippings, wood, glass, bedding, crockery, plastics, rubber by-products or litter. 12720-0004\1154679v2.doc 4 Solid Waste "Solid waste" means all putrescible and non-putrescible refuse, as defined in Public Resources Code § 40191., Solid waste does not include: A. Hazardous waste regulated under Chapter 6.5 (commencing with Section 25100) of Division 20 of the Health and Safety Code. B. High or low-level radioactive waste under Chapter 8, (commencing with Section 114960) of Division 104 of the Health and Safety Code. C. Medical waste which is regulated pursuant to the Medical Waste Management Act, California Health and Safety Code §§ 117600, et sea., as now codified or as the same may later be amended or recodified, provided that the medical waste, whether treated or untreated, is not delivered to a solid waste facility. Medical waste which has been treated and which is deemed to be solid waste shall be subject to this Agreement and the Code of the City of Vernon. Waste Generator "Waste generator" means any person whose actor process produces solid waste or whose act first causes solid waste to become subject to regulation. Waste Processing Facility "Waste processing facility" means any facility that is used or maintained for the temporary holding of waste for reuse, recycling, reduction, separation, treatment, recovery, or conversion. Waste Transfer Station "Waste transfer station" means any facility which is used or maintained for the receipt, temporary storage, and storage of waste until it is conveyed to a waste processing facility or disposal facility. 1.2 Grant and Acceptance of Franchise Subject to subsection 1.3, the City hereby grants to Franchisee the non-exclusive franchise, right and privilege to collect and transport solid waste generated in the City and offered for collection, and to deliver that solid waste to waste processing facilities, waste transfer stations, or disposal facilities. Such granting of franchise, right and privilege to Franchisee shall be in accordance with this Agreement and Chapter 12 of the Code of the City of Vernon. Franchisee agrees to bill its customers appropriately for each type of service based on the Franchisee's cost for each type of service. Franchisee hereby accepts the franchise on .the terms and conditions set forth in this Agreement. 1.3 Conditions to Effectiveness of Agreement , Franchisee's rights and City's obligations under this franchise are subject to the following conditions, each of which, with the exception of subsection 1.3D, may be waived in whole or in part by the City: 12720-0004\1154679v2.doc 5 A. Accuracy of Representations. The representations and warranties made by the Franchisee in its application for this franchise are true and correct on and as of the effective date of this Agreement. B. Absence of Litigation. There shall be no litigation pending on the effective date of this Agreement, in any court, challenging the award or execution of this Agreement or seeking to restrain or enjoin its performance. C. Furnishing of Insurance and Bonds. The Franchisee shall have furnished evidence of the insurance and bond required by Section 5 of this Agreement. D. Adoption of Ordinance. A City ordinance authorizing the City Council to approve and authorize the execution of this Agreement on behalf of the City shall have become effective. 1.4 Effective Date and Term of Agreement August 24, 2007 The effective date of this Agreement shall be - The initial term of the Agreement shall begin on the effective date and end on December 31, 2014. The term may be extended by agreement of the parties and approval of the City Council. 1.5 Non-exclusive Nature of Franchise Franchisee acknowledges and agrees that the City may permit other persons besides Franchisee to collect any or all types of solid waste and recyclable materials, without seeking or obtaining approval of Franchisee. This grant to Franchisee of a non-exclusive franchise, right and privilege to collect and transport solit waste, and deliver that solid waste to waste processing facilities, waste transfer stations, and disposal facilities shall be interpreted to be consistent with state and federal laws, now and during the term of this Agreement. 1.6 Ownership of Solid Waste The Franchisee agrees that the ownership and right of possession of solid waste shall be retained by either the waste generator or the Franchisee. Unless otherwise agreed toin writing by the waste generator and the Franchisee, ownership and the right of possession of solid waste shall transfer directly from the waste generator to the Franchisee once the solid waste is collected by the Franchisee. Nothing in this Agreement shall be construed to imply that the City has any such ownership or right of possession of solid waste. Such ownership or right of possession is subject to the City's right to designate a waste processing facility, waste transfer station, or disposal facility as described below in subsection 1.7. 1.7 City's Right to Designate Solid Waste Facility The City reserves the right to direct or prohibit the Franchisee to deliver solid waste to any waste processing facility, waste transfer station, or disposal facility designated by the City. Franchisee agrees to comply with any written directions by the City to use, or refrain from using, any particular waste processing facility, waste transfer station, or disposal facility. 12720-0004\1154679v2.doc 6 SECTION 2 COLLECTION OPERATIONS 2.1 Compliance with Applicable Laws In providing the services required under this.Agreement, Franchisee shall at all times, at its sole cost, comply with all applicable laws, including, but not limited to, Chapter 12 of the Code of the City of Vernon, which is incorporated herein by this reference. If the Franchisee violates any applicable laws, as determined by the Director, Franchisee shall be considered in default pursuant to subsection 6.1 of this Agreement. 2.2 Hazardous Waste A. Employee Education. Franchisee agrees to establish and vigorously enforce an educational program that will train Franchisee's employees in the identification and proper handling of hazardous waste. Franchisee's employees shall not knowingly place such hazardous waste in the collection vehicles, nor knowingly deliver any such hazardous wastes to any waste processing facility, waste transfer station, or disposal facility. B. Identification and Notification. If the Franchisee determinesthat solid waste placed in any container for collection is hazardous, infectious, not legally disposable at the disposal site, or potentially hazardous to Franchisee's employees, the Franchisee shall have the right to refuse to accept such waste. The Franchisee shall contact the customer and request that proper handling of such waste be arranged. If the customer cannot be reached immediately, the Franchisee shall, prior to leaving the premises, leave a bilingual, Spanish/English, tag at least 3"x 5" indicating the reason for refusing to collect the waste, and deliver a copy of the tag, along with the address of premises (and the name of the customer, if known) to the Director no later than the following business day. C. Proper Disposal of Mistakenly Collected Hazardous Waste. If the hazardous waste is delivered to the disposal facility before its presence is detected and the customer cannot be identified or fails to remove the hazardous waste after being requested to do so, the Franchisee shall arrange and pay for its proper delivery to a permitted hazardous waste treatment, storage, or disposal facility. 2.3 Report Unauthorized Dumping Franchisee shall direct its drivers to note (1) the address of any premises at which they observe that solid waste is accumulating and is not being collected and transported to a waste processing facility; and (2) the address, or other location description, at which solid waste has been dumped in an apparently unauthorized manner. Franchisee shall deliver the address or description to the Director within three (3) working days ,of such observation in order to protect public health, safety, and welfare. 12720-0004\1 154679v2.doc 7 2.4 Requirement of Health Permit The Franchisee agrees to obtain annually a City of Vernon Health Permit and affix a City -issued permit verification plate, decal, or gummed sticker to each of its waste collection vehicles operating in the City. SECTION 3 FRANCHISE FEES 3.1 Franchise Fee Franchisee agrees to pay to the City a franchise fee based on a percentage of its gross receipts from providing solid waste collection service to its customers in the City. Compensation received for providing recyclable collection service is not subject to the fee. The franchise fee percentage rate shall be determined by resolution of the City Council. 3.2 Timing of Franchise Fee Payments On or before the last day of each month following the end of a calendar quarter, Franchisee shall remit to City the franchise fee payment based on the gross receipts for the previous calendar quarter. If the franchise fee payment is not received by the City on or before the last day of any month following the end of a calendar quarter, Franchisee shall pay to the City a late payment fee in an amount equal to ten percent (10%) of the amount owing for that quarter. Franchisee shall pay an additional ten percent (10%) owing on any unpaid balance for each month following the initial thirty(30) day period the franchise fee remains unpaid. If a court of competent jurisdiction determines the late fees or other charges provided for herein exceed the limits, permitted by applicable law, then: any such fees or charge shall be reduced by the amount necessary to reduce the fee or charge to the permitted limit. SECTION 4 RECORDS AND REPORTS 4.1 Maintenance of Records Franchisee shall maintain such accounting, statistical, and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also, Franchisee agrees to conduct data collection, information and record keeping, and reporting activities needed to comply with applicable laws and regulations, and to meet the reporting and solid waste program management needs of the City. To this extent, such requirements set out in this and other sections of this Agreement shall not be considered limiting or necessarily complete. In particular, this section is intended only to highlight the general nature of records and reports and is not meant to define exactly what the records and reports are to be and their content. Further, with the written direction or approval of the City, the records and reports to be maintained and provided by Franchisee in accordance with this and other sections of the Agreement may be adjusted in number, format, or frequency. 12720-0004\1 154679v2.doc 8 4.2 Records of Gross Receipts Franchisee shall maintain records of gross receipts from its customers in the City, and segregate those gross receipts from gross receipts from its customers in other jurisdictions. Records shall be maintained such that the sum of gross receipts reported to the City and upon which the franchise fee payment is based can be easily traced to the Franchisee's daily bank deposit and monthly bank statement. 4.3 Records of Tonnage Franchisee shall maintain records of solid waste and recyclable tonnage collected from its customers in the City, and segregate them from tonnage collected in other jurisdictions. Tonnage records shall be maintained such that the summary of tonnage reported to the City can be easily traced to the weight tickets from the various waste processing facilities, waste transfer stations, or disposal facilities. In instances when tonnage from the City is included in the same truck load as tonnage from another jurisdiction, the Franchisee shall allocate the tonnage in that load based on the bin capacity serve_ d in each jurisdiction, or other tonnage allocation method approved by the Director: 4.4 Quarterly Reports Franchisee shall submit to the City a quarterly report that accompanies its franchise fee payment. The form of the report shall be set by the Director and include, but not necessarily be limited to, the following information: Gross receipts by customer type (e.g., front-end loader, rolloff); refuse tonnage collected by customer type; recycling tonnage collected by customer type; and, tonnage delivered to each waste processing facility, waste transfer station, and disposal facility. 4.5 Billing Format The Director shall have the right to require changes to the billing format to itemize certain appropriate charges or to otherwise clarify the billing and/or the expected impact of City fees on rates. The Franchisee will cooperate with the City to revise its billing format as necessary to itemize appropriate charges from time to time: 4.6 Inspection by City The Director or his/her agents, shall have the right to observe Franchisee's operations and enter Franchisee's premises for the purposes of such observations and review at all reasonable hours with reasonable notice. Additionally, the City reserves the right to review and/or audit the Franchisee's financial and operating records, including, but not limited to, gross receipts and tonnage records, upon reasonable notice during business hours. The scope of the review and/or audit shall be limited to verifying the proper payment of franchise fees and the accurate reporting of tonnage. Franchisee shall comply with such review or audit. 12720-0004\1154679v2.doc 9 SECTION 5 INDEMNITY, INSURANCE AND BOND 5.1 Indemnification of City A. Indemnification Generally.' Separate and distinct from the insurance and default provisions found in this Agreement, Franchisee agrees to defend, with counsel to be agreed upon by both parties, indemnify, and hold harmless, the City and its agents, officers, servants, and employees from and against any and all claims, demands, damages; liabilities,; costs, or expenses for any damages or injuries to any person or property,, including but not limited to, injury to Franchisee's or City's employees; agents, or officers which arisefromor are to, with or are caused or claimed to be caused by Franchisee, or its agents, officers, or employees, in the preparation, bidding, execution, administration, or performance of this Agreement, or in performing the work or services herein, and all costs and expenses of investigating and defending against same; provided, however, that Franchisee's duty to indemnify and hold harmless shall not include any claims or liability arising from the sole negligence or intentional misconduct of the City, its agents, officers, or employees, determined by a court of competent jurisdiction. B. Hazardous Materials Indemnification. Franchisee shall indemnify, defend, with counsel to be agreed upon by both parties, protect and hold harmless the City, its officers, employees, agents, assigns, and any successor or successors to the City's interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resources damages, punitive damages,injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, the City or its officers, employees, or agents arising from or attributable to any repair, cleanup, or detoxification, or preparation and implementation of any removal, remedial, response, closure, or other plan (regardless of whether undertaken due to government action) concerning any hazardous substance or hazardous wastes at any waste processing facility, waste transfer station, disposal facility, or other place where solid waste is or has been transported, transferred, delivered, processed, stored, disposed of or has otherwise come to be located by the Franchisee or its activities pursuant to the Agreement resulting in a release of any hazardous substance into the environment. C. Indemnity Agreement Pursuant to CERCLA. The foregoing indemnity is intended to operate as an agreement pursuant to 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, "CERCLA," also known as "Superfand," 42. USC § 9607(e), and California Health and Safety Code § 25364, to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, other applicable statutes, or common law for any and all matters addressed in this provision. This provision shall survive the expiration of the term of this Agreement. 12720-0004\1154679v2.doc 10 5.2 Insurance A. Minimum Scope and Limits of Insurance During the term of this Agreement, the Franchisee shall maintain the following insurance coverage with limits no less than: L Commercial General Liability Insurance: minimum $1,000,000 per occurrence for all coverages. Total general liability coverage, including excess or umbrella coverage, shall be no less than $2,000,000 general aggregate. 2. Business Automobile Liability Insurance: minimum (a) $1,000,000 bodily injury and _$1,000,000 property damage, per occurrence; or (b) combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate with excess or umbrella insurance with an aggregate limit of not less than $1,000,000; and, 3. Workers' Compensation, as required by California law and Employer's Liability with limits of no less than $1,000,000 per accident or disease. B. Deductibles and Self -Insured Retentions. Any significant deductibles or self -insured retentions must be declared to and approved by the City Administrator. At the option of the City Administrator, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its ,officers, employees, or agents, or the Franchisee shall procure an additional letter of credit or bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions. 1. Commercial General ,Liability and Business Automobile Liability Coverage: a. The City, its officers, agents, and employees shall be named as additional insureds on these policies. b. The Franchisee's insurance coverage shall be primary insurance with respect to the City, its officers, employees, and agents. Any insurance or self-insurance maintained by the City, or its officers, employees, or agents shall be in excess of the Franchisee's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the, City, or its officers, employees, or agents. d. Coverage shall state that the Franchisee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Such other endorsements as may be required by addendum hereto. 12720-0004\1154679v2.doc 11 2. Worker's Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, and its officers, employees, and agents for losses arising from work performed by the Franchisee in the City. 3. The insurance policies shall not be canceled, other than for nonpayment of premium, materially reduced in coverage or allowed to expire without at least thirty (30) days prior written notice to the City from the insurance company. If the policies are canceled for nonpayment of premium, the insurance company shall provide the City with at least ten (10) days prior written notice. D. Acceptability of Insurers The insurance policies required by this section shall be issued by an insurance company or companies authorized to do business in the State of California with a rating in the most recent edition of Best's Insurance Reports of size category VII or larger and a rating classification of A or better. E. Required Endorsements. Each insurance policy shall contain appropriate endorsements, as specified by the City. F. Delivery of Proof of Coverage. Simultaneously with the execution of this Agreement, Franchisee shall furnish the City certificates of each policy of insurance required hereunder, in form and substance satisfactory to the City. Renewal certificates shall be furnished to the City to demonstrate maintenance of the required coverages throughout the term of the agreement. G. Changes to Insurance Requirements. The insurance requirements for this franchise may be revised from time to time by resolution of the City Council consistent with prevailing insurance practices for comparable enterprises insuring against the same or similar risks. Upon ninety (90) days notice from the City to the Franchisee, the revised requirements shall be deemed a part of this Agreement, and it shall be the Franchisee's obligation to comply with the same. 5.3 Faithful Performance Bond Simultaneously with the execution of this Agreement, Franchisee shall, at its sole expense, deliver to the City a bond, payable to the City, securing the Franchisee's faithful performance of its obligations under this Agreement. The principal sum of the bond shall be ten thousand dollars ($10,000). The bond shall be unconditional and remain in force during the entire term of this Agreement. The bond shall be null and void at the end of the term of this Agreement only if the Franchisee promptly and faithfully performs its obligations under this Agreement. The bond shall be executed as surety by a corporation authorized to issue suretybonds in the State of California, with a financial condition and record of service satisfactory to the City. In the alternative, Franchisee may deposit a letter of credit or open a certificate of deposit in an amount of ten thousand dollars ($10,000) in the name of the City to be held to secure this faithful performance. 12720-0004\1154679v2.doc 12 The bond requirement in this subsection may be amended by resolution of the City Council. Should the City exercise its right to modify this bond requirement, it shall provide the Franchisee with ninety (90) days prior written notice. SECTION 6 DEFAULT AND REMEDIES 6.1 Events of Default - Each of the following shall constitute an event of default ("event of default"): A. Failure to Perform. The Franchisee fails to perform any material obligation under this Agreement, as it may be amended from time to time. B. Failure to Make Timely Franchise Fee Payments. The Franchisee fails to make franchise fee payments within three (3) months of the last day of the month following the calendar quarter for which they are due. C. Failure to Submit Timely Reports. The Franchisee fails to submit quarterly reports within three (3) months of the last day of the month following the calendar quarter for which they are due. D. Misrepresentation. Any misrepresentation or disclosure made to the City by Franchisee in connection with or as an inducement to entering this Agreement or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time the representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement. E. Failure to Maintain Coverage. Franchisee fails to provide, or maintain in full force and effect, the general liability, auto liability, workers' compensation, or employer's' liability coverage required by this Agreement. F. Violation of Applicable. Laws. Franchisee violates the provisions of any applicable laws, as determined by the Director. G. Failure to Secure and Maintain Health Permit. Franchisee fails to obtain, renew, pay for, or maintain a valid City of Vernon Health Permit for each waste collection vehicle operating in the City. 6.2 ' ` Right to Terminate Upon Default Upon an event of default by Franchisee, the City may terminate this Agreement in the manner provided in Chapter 12 of the Code of the City of Vernon. 12720-0004\1154679v2.doc 13 SECTION 7 OTHER AGREEMENTS OF THE PARTIES_ 7.1 Relationship of Parties The parties intend that Franchisee shall perform the services required by this Agreement as an independent Franchisee and not as an officer or employee of the City, nor as a partner of or joint venturer with the City. No employee or agent of Franchisee shall be or shall be deemed to be an employee or agent of the City. Except as expressly provided herein, Franchisee sha11 have the exclusive control over the manner and means of conducting the solid waste collection services performed under this Agreement, and all persons performing such services. Franchisee shall be solely responsible for the acts and omissions of its officers, employees, subcontractors, and agents, and shall not obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to City employees by virtue of their employment with the City. The parties intend that the Franchisee and/or its customers, and not the City, "arrange for" the transportation and disposal of solid waste as that term is used in the context of CERCLA. 7.2 Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. In the event that any provision of this Agreement conflicts with the Code of the City of Vernon, the Code of the City of Vernon shall prevail. 7.3 Jurisdiction Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the _State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is made in and will be performed. in the City of Vernon, County of Los Angeles and State of California. 7.4 Assignment and Transfer Except as provided in this subsection, neither party shall, assign its rights nor delegate or otherwise transfer its obligations under this Agreement to any other person without the prior written consent of the other party. Any such assignment without the consent of the other party shall be void and the attempted assignment shall constitute a material default of this Agreement. If the Franchisee requests the City's consideration of and consent to an assignment, the City may deny or approve such request at its sole and complete discretion. For purposes of this subsection, "assignment shall include, but not be limited to: (i) a sale, exchange, or other transfer of substantially all of Franchisee's assets dedicated to service under this Agreement to a third party; (ii) a single transaction in which a sale, exchange, or other transfer of ten percent (10%) or more of the outstanding common stock of Franchisee occurs; (iii) any reorganization, consolidation, merger recapitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to which 12720-0004\1 154679v2.doc 14 Franchisee or any of its shareholders is a party which results in a change of ownership or control of ten percent (10%) or more of the value or voting rights in the stock of Franchisee; and (iv) 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. For purposes of this subsection, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest pursuant to the assignment. 7.5 Binding on Successors The provisions of this Agreement shall inure to the benefit to and be binding on the successors and permitted assigns of the parties. 7.6 Parties in Interest Nothing in this Agreement, whether express or implied, is intended to confer any rights on any persons other than the parties to it and their representatives, successors, and permitted assigns. 7.7 Waiver The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. .The subsequent acceptance by either party of any monies that become due hereunder shall not be deemed to be a waiver of any preexisting or concurrent breach or, violation by the other party of any provision of this Agreement. 7.8 Notice Procedures All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall, except as otherwise specifically provided, be in writing and shall be effective when personally delivered to a representative of the parties at the address below or deposited in the United States mail, first class postage prepaid, addressed as follows: If to the City: Director of Health & Environmental Control City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 If to Franchisee Name: Steve Kalpakoff Title: President Address: 3534 Whittier Blvd. Los Angeles, CA 90023 12720-0004\1154679v2.doc 15 The address to which communications may be delivered may be changed from time to time by a notice given in accordance with this subsection. 7.9 Representatives of the Parties As allowed by the Code of the City of Vernon; all actions to be taken by the City related to this Agreement shall be taken by the City Administrator except as provided below. The City Administrator may delegate, in writing, authority to other City officials and may permit such officials, in turn, to delegate in writing, some or all of such authority to subordinate officers. Franchisee may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. A. The Director, shall be responsible for administration of this Agreement on behalf of the City. B. The Director may delegate authority to appropriate City employees or other appropriate persons. C. The City Administrator reserves to himself or herself all discretionary and administrative authority not otherwise expressly delegated pursuant to this Agreement. Whenever this Agreement requires approval by the City, the approval may be given by the City Administrator. Franchisee shall, by the effective date, designate in writing a responsible. officer who shall serve as the representative of Franchisee in all matters related to the Agreement and shall inform the City in writing of such designation and of any limitations upon his/her authority. City may rely upon action taken by such designated representative as action of Franchisee unless they are outside the scope of the authority delegated to him/her by Franchisee, as communicated to the City. Franchisee may change such designation by notifying the Director in accordance with subsection 7.9. 7.10 Franchisee to Defend Agreement Franchisee shall defend, at its sole expense, the validity of this Agreement against all challenges to this Agreement by any entity or person not a party to this Agreement. Franchisee shall indemnify the City against any liability to entities or persons not party to this Agreement resulting from a determination that this Agreement violates any state or federal law, statute, or constitutional provision. 7.11 Declared State of Emergency In the event that an authorized official declares a State of Emergency within any geographic area of the City, as authorized in Chapter 7, Division 1, Title 2 of the California Government Code (California Emergency Services Act) or U.S. Public Law 81-920 (Federal Civil Defense Act of 1950), the City will have the right to exercise all privileges and perform all services required under this Agreement, but will not be required to make prior notification to Franchisee. 12720-0004\1154679v2.doc 16 SECTION 8 MISCELLANEOUS AGREEMENTS 8.1 Entire Agreement This Agreement represents the full and entire agreement between the parties with respect to the matters covered herein. 8.2 Subsection Headings The section headings and subsection headings in this Agreement are for convenience or reference only and are not intended to be used in the construction of this Agreement, nor to alter or affect any of.its provisions. 8.3 References to Laws All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided. 8.4 Interpretation This Agreement shall be interpreted and construed reasonably and neither for nor against.either party, regardless of the degree to which either party participated in its drafting. 8.5 Amendment This Agreement may not be modified or amended in any respect except by a written agreement duly approved and signed by the parties. 8.6 Severability If any provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 8.7 Counterparts This Agreement may be.executed in counterparts, each of which shall be considered an original. IN WITNESS WHEREOF, the City and Franchisee have executed this Agreement as of the day and year first above written. 12720-0004\1154679v2.doc 17 CITY OF VERNON, a California municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: By: MANUELA GIRON, City Clerk APPROVED AS TO FORM By: LAURENCE S. WIENER, City Attorney QUALITY WASTE SERVICE, INC., a Califo is corporation By: Title: 7 /Z� j b— By: Title: 2 i Note: If the Franchisee is a corporation or limited liability company, the legal name of the corporate or limited liability company shall be set forth above together with the signatures of at least two (2) officers as follows (1) the chairman of the board president or any vice president (first signature) and (2) the secretary any assistant secretary the chief financial officer or any assistant treasurer (second signature) If the Franchisee is a partnership the true name of the firm shall be set forth above together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership. 12720-0004\1154679v2.doc 18 E OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 October 1, 2009 Quality Waste Service, Inc. Attn: Mr. Steve Kalpakoff, President 3534 Whittier Blvd. Los Angeles, CA 90023 Re: Non -Exclusive Franchise Agreement Dear Mr. Kalpakoff: The insurance requirements have been met. Transmitted herewith is a fully executed Non -Exclusive Franchise agreement as referenced above, approved by City Council on August 24, 2009, through Resolution No. 10,046. If you have any questions regarding this matter, please call Mr. Lewis Pozzebon, at (323) 583-8811 ext. 229. Very truly yours, Ne y G' n City Clerk NG:dj c: Lewis Pozzebon Purchasing Department Resolution No. 10,046 Agreement File No. 09-108 Exclusivefy Industriaf CITY OF VERNON NON-EXCLUSIVE FRANCHISE AGREEMENT for SOLID WASTE MANAGEMENT SERVICES with QUALITY WASTE SERVICE, INC. 12720-0004\ 1154679v2. doe NON-EXCLUSIVE FRANCHISE AGREEMENT TABLE OF CONTENTS PAGE(S) AGREEMENT RECITALS.............................................................................................................I SECTION1 GENERAL TERMS.................................................................................................. 1 1.1 Definitions.....................................................................................................................1 1.2 Grant and Acceptance of Franchise.............................................................................. 5 1.3 Conditions to Effectiveness of Agreement................................................................... 5 1.4 Effective Date and Term of Agreement........................................................................ 6 1.5 Non-exclusive Nature of Franchise..................................:........................................... 6 1.6 Ownership of Solid Waste............................................................................................ 6 1.7 City's Right to Designate Solid Waste Facility............................................................ 6 SECTION 2 COLLECTION OPERATIONS................................................................................ 7 2.1 Compliance with Applicable Laws............................................................................... 7 2.2 Hazardous Waste........................................................................................................ 7 2.3 Report Unauthorized Dumping..................................................................................... 7 2.4 Requirement of Health Permit...................................................................................... 8 SECTION 3 FRANCHISE FEES.................................................................................................. 8 3.1 Franchise Fee................................................................................................................ 8 3.2 Timing of Franchise Fee Payments............................................................................... 8 SECTION 4 RECORDS AND REPORTS.................................................................................... 8 4.1 Maintenance of Records............................................................................................... 8 4.2 Records of Gross Receipts............................................................................................ 9 4.3 Records of Tonnage...................................................................................................... 9 12720-0004\1154679v2.doc i 4.4 Quarterly Reports ........................................... :................................ .............................. 9 4.5 Billing Format............................................................................................................... 9 4.6 Inspection by City......................................................................................................... 9 SECTION 5 INDEMNITY, INSURANCE AND BOND........................................................... 10 5.1 Indemnification of City............................................................................................... 10 5.2 Insurance..................................................................................................................... 11 5.3 Faithful Performance Bond......................................................................................... 12 SECTION 6 DEFAULT AND REMEDIES................................................................................ 13 6.1 Events of Default ...................... ................................................... I.............................. 13 6.2 Right to Terminate Upon Default............................................................................... 13 SECTION 7 OTHER AGREEMENTS OF THE PARTIES....................................................... 14 7.1 Relationship of Parties................................................................................................ 14 7.2 Governing Law........................................................................................................... 14 7.3 Jurisdiction..................................................................................................................14 7.4 Assignment and Transfer............................................................................................ 14 7.5 Binding on Successors................................................................................................ 15 7.6 Parties in Interest......................................................................................................... 15 7.7 Waiver.........................................................................................................................15 7.8 Notice Procedures....................................................................................................... 15 7.9 Representatives of the Parties..................................................................................... 16 7.10 Franchisee to Defend Agreement................................................................................ 16 7.11 Declared State of Emergency...................................................................................... 16 SECTION 8 MISCELLANEOUS AGREEMENTS................................................................... 17 12720-0004\1154679v2.doc 8.1 Entire Agreement........................................................................................................ 17 8.2 Subsection Headings................................................................................................... 17 8.3 References to Laws..................................................................................................... 17 8.4 Interpretation............................................................................................................... 17 8.5 Amendment.................................................................................................................17 8.6 Severability.................................................................................................................17 8.7 Counterparts................................................................................................................17 iii 12720-0004\1154679v2.doc NON-EXCLUSIVE FRANCHISE AGREEMENT FOR SOLID WASTE MANAGEMENT SERVICES This non-exclusive franchise agreement is entered into this ? I � day of August, 2009 by and between the City of Vernon, a California charter city ("City") and Quality Waste Service, Inc., a California corporation ("Franchisee"), for the collection and transportation of solid waste in the City. RECITALS WHEREAS, the City is empowered under Section 7 of Article XI of the California Constitution to make and enforce, within its limits, all police and sanitary ordinances and regulations not in conflict with general laws; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (the "Act" or "AB 939", California Public Resources Code Section 40000 et seg.), has declared that it is in the public interest for the State, as sovereign, to authorize and require local agencies to make adequate provisions for solid waste handling within their jurisdictions; and WHEREAS, the City desires the continuation of the openly competitive nature of solid waste collection in the City; and WHEREAS, pursuant to the Act, the City is required to divert fifty percent (50%) of its solid waste from landfill disposal by the year 2000, and required to accurately measure the amount of solid,waste from the City that is generated, diverted, and disposed; and WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2) and Code of the City of Vernon, Chapter 12, the City Council of the City of Vernon has determined that the public health, safety, and well-being require that a non-exclusive franchise be awarded to independent companies for the collection and transportation of solid waste; NOW THEREFORE, in consideration of the recitals stated above and the terms, conditions, covenants, and agreements contained herein, the parties do hereby agree as follows: SECTION 1 GENERAL TERMS 1.1 Definitions For the purposes of this Agreement, the definitions in this Section 1 apply. In the event a term is not defined in this Section 1, then it shall have the meaning set forth in Chapter 12 of the Code of the City of Vernon or in Division 30, Part 1, Chapter 2 of the California Public Resources Code (with precedence given to definitions in the Code of the City of Vernon over conflicting definitions contained in the Public Resources Code). The following words and terms shall have the following meanings: 12720-0004\ 1154679v2. doc Act "Act" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seq.), as it may be amended from time to time. Agreement "Agreement" means this non-exclusive franchise agreement between the City and Franchisee, including any exhibits, attachments, and amendments thereto. Applicable Laws "Applicable Laws" means all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals, or other requirement of the United States, the State of California, the County of Los Angeles, the City of Vernon (including, but not limited to, Chapter 12 of the Code of the City of Vernon), and any federal, state, regional or local administrative and regulatory agencies, that are applicable to any aspect of this Agreement or the collection and transportation of solid waste, that are in force on the Effective Date and as they may be enacted, issued or amended during the term of this Agreement. City "City" means the City of Vernon, a municipal corporation, and all the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified in the future. City Administrator "City Administrator" means the City Administrator of the City of Vernon, or a duly authorized representative, who may also be the Director of Health & Environmental Control, except in the case of an appeal of the Director's decision. City Council "City Council" means the City Council of the City of Vernon. Code of the City of Vernon "Code" means the Code of the City of Vernon, California, 1959, as now written or hereafter amended or recodified. Collect/Collection "Collect" or "collection" means to take physical possession and transport solid waste within the City. 12720-0004\1154679v2.doc 2 Director "Director" means the Director of Health & Environmental Control of the City of Vernon, or a duly authorized representative. Disposal "Disposal" means the management of solid waste through landfill disposal or transformation at a permitted disposal facility. Disposal Facility "Disposal facility" means the solid waste facility or facilities for the ultimate disposal of solid waste. Franchise "Franchise" means the special right granted by the City under the Code of the City of Vernon to operate as a non-exclusive enterprise for solid waste collection services within the City. Franchisee "Franchisee" means the person to whom the City has granted a non-exclusive right to provide solid waste services within the City, as set forth in this Agreement and as described in the Code of the City of Vernon. Garbage "Garbage" means all waste animal and vegetable matter resulting from the preparation, consumption, storing, processing, manufacturing or distribution of food, animal feed, or other animal or vegetable matter. Gross Receipts "Gross receipts" means any and all compensation received by the Franchisee in connection with collecting and transporting solid waste generated in the City, and delivering that solid waste to waste processing facilities, waste transfer stations, or disposal facilities. Gross receipts includes amounts received to reimburse the Franchisee for the franchise fee paid to the City, and amounts received to reimburse the Franchisee for the tipping fees it pays to waste processing facilities, waste transfer stations, or disposal facilities. Hazardous Substance "Hazardous substance" shall mean any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "hazardous substances," `.`hazardous materials," "hazardous wastes," "toxic waste,' "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC § 9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC § 5 10 1, et se .; (iii) the Resource Conservation 12720-0004\1154679v2.doc 3 and Recovery Act, 42 USC § 6901 et seq.; (iv) the Clean Water Act, 33 USC § 1251 et seq.; (v) California Health and Safety Code §§ 25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC § 7401 et seq.; and (vii) California Water Code § 13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products. Hazardous Waste "Hazardous waste" means all substances defined as hazardous waste, acutely hazardous waste, or extremely hazardous waste by the State of California in Health and Safety Code § 25110.02, § 25115, and § 25117 or in the future amendments to or recodifications of such statutes, or identified and listed as hazardous waste by the US Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC § 6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder. Parties "Parties" means the City of Vernon and the Franchisee. Person "Person" means any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County of Los Angeles, the City of Vernon, towns, cities, and special purpose districts. Premises "Premises" means any land or building in the City where solid waste is generated or accumulated. Recyclable Materials "Recyclable materials" means residential, commercial or industrial source separated by-products of some potential economic value, set aside, handled, packaged, or offered for collection in a manner different from solid waste. Refuse "Refuse" includes garbage and rubbish. Rubbish "Rubbish" includes non-putrescible solid wastes such as ashes, paper, cardboard, cans, yard clippings, wood, glass, bedding, crockery, plastics, rubber by-products or litter. 12720-0004\1154679v2.doe 4 Solid Waste "Solid waste" means all putrescible and non-putrescible refuse, as defined in Public Resources Code § 40191 Solid waste does not include: A. Hazardous waste regulated under Chapter 6.5 (commencing with Section 25100) of Division 20 of the Health and Safety Code. B. High or low-level radioactive waste under Chapter 8 (commencing with Section 114960) of Division 104 of the Health and Safety Code. C. Medical waste which is regulated pursuant to the Medical Waste Management Act, California Health and Safety Code §§ 117600, et seq., as now codified or as the same may later be amended or recodified, provided that the medical waste, whether treated or untreated, is not delivered to a solid waste facility. Medical waste which has been treated and which is deemed to be solid waste shall be subject to this Agreement and the Code of the City of Vernon. Waste Generator r "Waste generator" means any person whose act or process produces solid waste or whose act first causes solid waste to become subject to regulation. Waste Processing Facility "Waste processing facility" means any facility that is used or maintained for the temporary holding of waste for reuse, recycling, reduction, separation, treatment, recovery, or conversion. Waste Transfer Station "Waste transfer station" means any facility which is used or maintained for the receipt, temporary storage, and storage of waste until it is conveyed to a waste processing facility or disposal facility. 1.2 Grant and Acceptance of Franchise Subject to subsection 1.3, the City hereby grants to Franchisee the non-exclusive franchise, right and privilege to collect and transport solid waste generated in the City and offered for collection, and to deliver that solid waste to waste processing facilities, waste transfer stations, or disposal facilities. Such granting of franchise, right and privilege to Franchisee shall be in accordance with this Agreement and Chapter 12 of the Code of the City of Vernon. Franchisee agrees to bill its customers appropriately for each type of service based on the Franchisee's cost for each type of service. Franchisee hereby accepts the franchise on the terms and conditions set forth in this Agreement. 1.3 Conditions to Effectiveness of Agreement Franchisee's rights and City's obligations under this franchise are subject to the following conditions, each of which, with the exception of subsection 1.31), may be waived in whole or in part by the City: 12720-0004\1154679v2.doe 5 A. Accuracy of Representations. The representations and warranties made by the Franchisee in its application for this franchise are true and correct on and as of the effective date of this Agreement. B. Absence of Litigation. There shall be no litigation pending on the effective date of this Agreement, in any court, challenging the award or execution of this Agreement or seeking to restrain or enjoin its performance. C. Furnishing of Insurance and Bonds. The Franchisee shall have furnished evidence of the insurance and bond required by Section 5 of this Agreement. D. Adoption of Ordinance. A City ordinance authorizing the City Council to approve and authorize the execution of this Agreement on behalf of the City shall have become effective. 1.4 Effective Date and Term of Agreement August 24, 2007 The effective date of this Agreement shall be The initial term of the Agreement shall begin on the effective date and end on December 31, 2014. The term may be extended by agreement of the parties and approval of the City Council. 1.5 Non-exclusive Nature of Franchise Franchisee acknowledges and agrees that the City may permit other persons besides Franchisee to collect any or all types of solid waste and recyclable materials, without seeking or obtaining approval of Franchisee. This grant to Franchisee of a non-exclusive franchise, right and privilege to collect and transport solid waste, and deliver that solid waste to waste processing facilities, waste transfer stations, and disposal facilities shall be interpreted to be consistent with state and federal laws, now and during the term of this Agreement. 1.6 Ownership of Solid Waste The Franchisee agrees that the ownership and right of possession of solid waste shall be retained by either the waste generator or the Franchisee. Unless otherwise agreed to in writing by the waste generator and the Franchisee, ownership and the right of possession of solid waste shall transfer directly from the waste generator to the Franchisee once the solid waste is collected by the Franchisee. Nothing in this Agreement shall be construed to imply that the City has any such ownership or right of possession of solid waste. Such ownership or right of possession is subject to the City's right to designate a waste processing facility, waste transfer station, or disposal facility as described below in subsection 1.7. 1.7 City's Right to Designate Solid Waste Facility The City reserves the right to direct or prohibit the Franchisee to deliver solid waste to any waste processing facility, waste transfer station, or disposal facility designated by the City. Franchisee agrees to comply with any written directions by the City to use, or refrain from using, any particular waste processing facility, waste transfer station, or disposal facility. 12720-0004\1154679v2.doc 6 SECTION 2 COLLECTION OPERATIONS 2.1 Compliance with Applicable Laws In providing the services required under this Agreement, Franchisee shall at all times, at its sole cost, comply with all applicable laws, including, but not limited to, Chapter 12 of the Code of the City of Vernon, which is incorporated herein by this reference. If the Franchisee violates any applicable laws, as determined by the Director, Franchisee shall be considered in default pursuant to subsection 6.1 of this Agreement. 2.2 Hazardous Waste A. Employee Education. Franchisee agrees to establish and vigorously enforce an educational program that will train Franchisee's employees in the identification and proper handling of hazardous waste. Franchisee's employees shall not knowingly place such hazardous waste in the collection vehicles, nor knowingly deliver any such hazardous wastes to any waste processing facility, waste transfer station, or disposal facility. B. Identification and Notification. If the Franchisee determines that solid waste placed in any container for collection is hazardous, infectious, not legally disposable at the disposal site, or potentially hazardous to Franchisee's employees, the Franchisee shall have the right to refuse to accept such waste. The Franchisee shall contact the customer and request that proper handling of such waste be arranged. If the customer cannot be reached immediately, the Franchisee shall, prior to leaving the premises, leave a bilingual, Spanish/English, tag at least Yx 5" indicating the reason for refusing to collect the waste, and deliver a copy of the tag, along with the address of premises (and the name of the customer, if known) to the Director no later than the following business day. C. Proper Disposal of Mistakenly Collected Hazardous Waste. If the hazardous waste is delivered to the disposal facility before its presence is detected and the customer cannot be identified or fails to remove the hazardous waste after being requested to do so, the Franchisee shall arrange and pay for its proper delivery to a permitted hazardous waste treatment, storage, or disposal facility. 2.3 Report Unauthorized Dumping Franchisee shall direct its drivers to note (1) the address of any premises at which they observe that solid waste is accumulating and is not being collected and transported to a waste processing facility; and (2) the address, or other location description, at which solid waste has been dumped in an apparently unauthorized manner. Franchisee shall deliver the address or description to the Director within three (3) working days of such observation in order to protect public health, safety, and welfare. 12720-0004\1154679v2.doc 7 2.4 Requirement of Health Permit The Franchisee agrees to obtain annually a City of Vernon Health Permit and affix a City -issued permit verification plate, decal, or gummed sticker to each of its waste collection vehicles operating in the City. SECTION 3 FRANCHISE FEES 3.1 Franchise Fee Franchisee agrees to pay to the City a franchise fee based on a percentage of its gross receipts from providing solid waste collection service to its customers in the City. Compensation received for providing recyclable collection service is not subject to the fee. The franchise fee percentage rate shall be determined by resolution of the City Council. 3.2 Timing of Franchise Fee Payments On or before the last day of each month following the end of a calendar quarter, Franchisee shall remit to City the franchise fee payment based on the gross receipts for the previous calendar quarter. If the franchise fee payment is not received by the City on or before the last day of any month following the end of a calendar quarter, Franchisee shall pay to the City a late payment fee in an amount equal to ten percent (10%) of the amount owing for that quarter. Franchisee shall pay an additional ten percent (10%) owing on any unpaid balance for each month following the initial thirty (30) day period the franchise fee remains unpaid. If a court of competent jurisdiction determines the late fees or other charges provided for herein exceed the limits permitted by applicable law, then: any such fees or charge shall be reduced by the amount necessary to reduce the fee or charge to the permitted limit.. SECTION 4 RECORDS AND REPORTS 4.1 Maintenance of Records Franchisee shall maintain such accounting, statistical, and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also, Franchisee agrees to conduct data collection, information and record keeping, and reporting activities needed to comply with applicable laws and regulations, and to meet the reporting and solid waste program management needs of the City. To this extent, such requirements set out in this and other sections of this Agreement shall not be considered limiting or necessarily complete. In particular, this section is intended only to highlight the general nature of records and reports and is not meant to define exactly what the records and reports are to be and their content. Further, with the written direction or approval of the City, the records and reports to be maintained and provided by Franchisee in accordance with this and other sections of the Agreement may be adjusted in number, format, or frequency. 12720-0004\1154679v2.doc 8 4.2 Records of Gross Receipts Franchisee shall maintain records of gross receipts from its customers in the City, and segregate those gross receipts from gross receipts from its customers in other jurisdictions. Records shall be maintained such that the sum of gross receipts reported to the City and upon which the franchise fee payment is based can be easily traced to the Franchisee's daily bank deposit and monthly bank statement. 4.3 Records of Tonnage Franchisee shall maintain records of solid waste and recyclable tonnage collected from its customers in the City, and segregate them from tonnage collected in other jurisdictions. Tonnage records shall be maintained such that the summary of tonnage reported to the City can be easily traced to the weight tickets from the various waste processing facilities, waste transfer stations, or disposal facilities. In instances when tonnage from the City is included in the same truck load as to from another jurisdiction, the Franchisee shall allocate the tonnage in that load based on the bin capacity served in each jurisdiction, or other tonnage allocation method approved by the Director. 4.4 Quarterly Reports Franchisee shall submit to the City a quarterly report that accompanies its franchise fee payment. The form of the report shall be set by the Director and include, but not necessarily be limited to, the following information: Gross receipts by customer type (e.g., front-end loader, rolloff); refuse tonnage collected by customer type; recycling tonnage collected by customer type; and, tonnage delivered to each waste processing facility, waste transfer station, and disposal facility. 4.5 Billing Format The Director shall have the right to require changes to the billing format to itemize certain appropriate charges or to otherwise clarify the billing and/or the expected impact of City fees on rates. The Franchisee will cooperate with the City to revise its billing format as necessary to itemize appropriate charges from time to time. 4.6 Inspection by City The Director or his/her agents, shall have the right to observe Franchisee's operations and enter Franchisee's premises for the purposes of such observations and review at all reasonable hours with reasonable notice. Additionally, the City reserves the right to review and/or audit the Franchisee's financial and operating records, including, but not limited to, gross receipts and tonnage records, upon reasonable notice during business hours. The scope of the review and/or audit shall be limited to verifying the proper payment of franchise fees and the accurate reporting of tonnage. Franchisee shall comply with such review or audit. 12720-0004\1154679v2.doe 9 SECTION 5 INDEMNITY, INSURANCE AND BOND 5.1 Indemnification of City A. Indemnification Generally. Separate and distinct from the insurance and default provisions found in this Agreement, Franchisee agrees to defend, with counsel to be agreed upon by both parties, indemnify, and hold harmless, the City and its agents, officers, servants, and employees from and against any and all claims, demands, damages, liabilities, costs, or expenses for any damages or injuries to any person or property, including but not limited to, injury to Franchisee's or City's employees, agents, or officers which arise from or are connected with or are caused or claimed to be caused by Franchisee, or its agents, officers, or employees, in the preparation, bidding, execution, administration, or performance of this Agreement, or in performing the work or services herein, and all costs and expenses of investigating and defending against same; provided, however, that Franchisee's duty to indemnify and hold harmless shall not include any claims or liability arising from the sole negligence or intentional misconduct of the City, its agents, officers, or employees, determined by a court of competent jurisdiction. B. Hazardous Materials Indemnification. Franchisee shall indemnify, defend, with counsel to be agreed upon by both parties, protect and hold harmless the City, its officers, employees, agents, assigns, and any successor or successors to the City's interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resources damages; punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, the City or its officers, employees, or agents arising from or attributable to any repair, cleanup, or detoxification, or preparation and implementation of any removal, remedial, response, closure, or other plan (regardless of whether undertaken due to government action) concerning any hazardous substance or hazardous wastes at any waste processing facility, waste transfer station, disposal facility, or other place where solid waste is or has been transported, transferred, delivered, processed, stored, disposed of or has otherwise come to be located by the Franchisee or its activities pursuant to the Agreement resulting in a release of any hazardous substance into the environment. C. Indemnity Agreement Pursuant to CERCLA. The foregoing indemnity is intended to operate as an agreement pursuant to 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, "CERCLA," also known as "Superfund," 42 USC § 9607(e), and California Health and Safety Code § 25364, to defend, protect, hold harmless, and indemnify the City from all forms of liability under CERCLA, other applicable statutes, or common law for any and all matters addressed in this provision. This provision shall survive the expiration of the term of this Agreement. 12720-0004\1154679v2.doe 10 5.2 Insurance A. Minimum Scope and Limits of Insurance During the term of this Agreement, the Franchisee shall maintain the following insurance coverage with limits no less than: Commercial General Liability Insurance: minimum $1,000,000 per occurrence for all coverages. Total general liability coverage, including excess or umbrella coverage, shall be no less than $2,000,000 general aggregate. 2. Business Automobile Liability Insurance: minimum (a) $1,000,000 bodily injury and $1,000,000 property damage, per occurrence; or (b) combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate with excess or umbrella insurance with an aggregate limit of not less than $1,000,000; and, Workers' Compensation, as required by California law and Employer's Liability with limits of no less than $1,000,000 per accident or disease. B. Deductibles and Self -Insured Retentions. Any significant deductibles or self -insured retentions must be declared to and approved by the City Administrator. At the option of the City Administrator, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officers, employees, or agents, or the Franchisee shall procure an additional letter of credit or bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions. Commercial General Liability and Business Automobile Liability Coverage: a. The City, its officers, agents, and employees shall be named as additional insureds on these policies. b. The Franchisee's insurance coverage shall be primary insurance with respect to the City, its officers, employees, and agents. Any insurance or self-insurance maintained by the City, or its officers, employees, or agents shall be in excess of the Franchisee's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, or its officers, employees, or agents. d. Coverage shall state that the Franchisee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Such other endorsements as may be required by addendum hereto. 12720-0004\1154679v2.doc I I 2. Worker's Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, and its officers, employees, and agents for losses arising from work performed by the Franchisee in the City. The insurance policies shall not be canceled, other than for nonpayment of premium, materially reduced in coverage or allowed to expire without at least thirty (30) days prior written notice to the City from the insurance company. If the policies are canceled for nonpayment of premium, the insurance company shall provide the City with at least ten (10) days prior written notice. D. Acceptability of Insurers. The insurance policies required by this section shall be issued by an insurance company or companies authorized to do business in the State of California with a rating in the most recent edition of Best's Insurance Reports of size category VII or larger and a rating classification of A or better. E. Required Endorsements. Each insurance policy shall contain appropriate endorsements, as specified by the City. F. Delivery of Proof of Coverage. Simultaneously with the execution of this Agreement, Franchisee shall furnish the City certificates of each policy of insurance required hereunder, in form and substance satisfactory to the City. Renewal certificates shall be furnished to the City to demonstrate maintenance of the required coverages throughout the term of the agreement. G. Changes to Insurance Requirements. The insurance requirements for this franchise may be revised from time to time by resolution of the City Council consistent with prevailing insurance practices for comparable enterprises insuring against the same or similar risks. Upon ninety (90) days notice from the City to the Franchisee, the revised requirements shall be deemed a part of this Agreement, and it shall be the Franchisee's obligation to comply with the same. 5.3 Faithful Performance Bond Simultaneously with the execution of this Agreement, Franchisee shall, at its sole expense, deliver to the City a bond, payable to the City, securing the Franchisee's faithful performance of its obligations under this Agreement. The principal sum of the bond shall be ten thousand dollars ($10,000). The bond shall be unconditional and remain in force during the entire term of this Agreement. The bond shall be null and void at the end of the term of this Agreement only if the Franchisee promptly and faithfully performs its obligations under this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California, with a financial condition and record of service satisfactory to the City. In the alternative, Franchisee may deposit a letter of credit or open a certificate of deposit in an amount of ten thousand dollars ($10,000) in the name of the City to be held to secure this faithful performance. 12720-0004\1154679v2.doc 12 The bond requirement in this subsection may be amended by resolution of the City Council. Should the City exercise its right to modify this bond requirement, it shall provide the Franchisee with ninety (90) days prior written notice. SECTION 6 DEFAULT AND REMEDIES 6.1 Events of Default Each of the following shall constitute an event of default ("event of default"): A. Failure to Perform. The Franchisee fails to perform any material obligation under this .Agreement, as it may be amended from time to time. B. Failure to Make Timely Franchise Fee Payments. The Franchisee fails to make franchise fee payments within three (3) months of the last day of the month following the calendar quarter for which they are due. C. Failure to Submit Timely Reports. The Franchisee fails to submit quarterly reports within three (3) months of the last day of the month following the calendar quarter for which they are due. D. Misrepresentation. Any misrepresentation or disclosure made to the City by Franchisee in connection with or as an inducement to entering this Agreement or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time the representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement. E. Failure to Maintain Coverage. Franchisee fails to provide, or maintain in full force and effect, the general liability, auto liability, workers' compensation, or employer's liability coverage required by this Agreement. F. Violation of Applicable Laws. Franchisee violates the provisions of any applicable laws, as determined by the Director. G. Failure to Secure and Maintain Health Permit. Franchisee fails to obtain, renew, pay for, or maintain a valid City of Vernon Health Permit for each waste collection vehicle operating in the City. 6.2 Right to Terminate Upon Default Upon an event of default by Franchisee, the City may terminate this Agreement in the manner provided in Chapter 12 of the Code of the City of Vernon. 12720-0004\1154679v2.doe 13 SECTION 7 OTHER AGREEMENTS OF THE PARTIES 7.1 Relationship of Parties The parties intend that Franchisee shall perform the services required by this Agreement as an independent Franchisee and not as an officer or employee of the City, nor as'a partner of or joint venturer with the City. No employee or agent of Franchisee shall be or shall be deemed to be an employee or agent of the City. Except as expressly provided herein, Franchisee shall have the exclusive control over the manner and means of conducting the solid waste collection services performed under this Agreement, and all persons performing such services. Franchisee shall be solely responsible for the acts and omissions of its officers, employees, subcontractors, and agents, and shall not obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to City employees by virtue of their employment with the City. The parties intend that the Franchisee and/or its customers, and not the City, "arrange for" the transportation and disposal of solid waste as that term is used in the context of CERCLA. 7.2 Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. In the event that any provision of this Agreement conflicts with the Code of the City of Vernon, the Code of the City of Vernon shall prevail. 7.3 Jurisdiction Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is made in and will be performed in the City of Vernon, County of Los Angeles and State of California. 7.4 Assignment and Transfer Except as provided in this subsection, neither party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement to any other person without the prior written consent of the other party. Any such assignment without the consent of the other party shall be void and the attempted assignment shall constitute a material default of this Agreement. If the Franchisee requests the City's consideration of and consent to an assignment, the City may deny or approve such request at its sole and complete discretion. For purposes of this subsection, "assignment" shall include, but not be limited to: (i) a sale, exchange, or other transfer of substantially all of Franchisee's assets dedicated to service under this Agreement to a third party; (ii) a single transaction in which a sale, exchange, or other transfer of ten percent (10%) or more of the outstanding common stock of Franchisee occurs; (iii) any reorganization, consolidation, merger recapitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to which 12720-0004\1 154679v2.doc 14 Franchisee or any of its shareholders is a party which results in a change of ownership or control of ten percent (10%) or more of the value or voting rights in the stock of Franchisee; and (iv) 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. For purposes of this subsection, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest pursuant to the assignment. 7.5 Binding on Successors The provisions of this Agreement shall inure to the benefit to and be binding on the successors and permitted assigns of the parties. 7.6 Parties in Interest Nothing in this Agreement, whether express or implied, is intended to confer any rights on any persons other than the parties to it and their representatives, successors, and permitted assigns. 7.7 Waiver The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. The subsequent acceptance by either party of any monies that become due hereunder shall not be deemed to be a waiver of any preexisting or concurrent breach or violation by the other party of any provision of this Agreement. 7.8 Notice Procedures All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall, except as otherwise specifically provided, be in writing and shall be effective when personally delivered to a representative of the parties at the address below or deposited in the United States mail, first class postage prepaid, addressed as follows: If to the City: Director of Health & Environmental Control City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 If to Franchisee Name: Steve Kalpakoff Title: President Address: 3534 Whittier Blvd. Los Angeles, CA 90023 12720-0004\1154679v2.doc 15 The address to which communications may be delivered may be changed from time to time by a notice given in accordance with this subsection. 7.9 Representatives of the Parties As allowed by the Code of the City of Vernon, all actions to be taken by the City related to this Agreement shall be taken by the City Administrator except as provided below. The City Administrator may delegate, in writing, authority to other City officials and may permit such officials, in turn, to delegate in writing, some or all of such authority to subordinate officers. Franchisee may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. A. The Director, shall be responsible for administration of this Agreement on behalf of the City. B. The Director may delegate authority to appropriate City employees or other appropriate persons. C. The City Administrator reserves to himself or herself all discretionary and administrative authority not otherwise expressly delegated pursuant to this Agreement. Whenever this Agreement requires approval by the City, the approval may be given by the City Administrator. Franchisee shall, by the effective date, designate in writing a responsible officer who shall serve as the representative of Franchisee in all matters related to the Agreement and shall inform the City in writing of such designation and of any limitations upon his/her authority. City may rely upon action taken by such designated representative as action of Franchisee unless they are outside the scope of the authority delegated to him/her by Franchisee, as communicated to the City. Franchisee may change such designation by notifying the Director in accordance with subsection 7.9. 7.10 Franchisee to Defend Agreement Franchisee shall defend, at its sole expense, the validity of this Agreement against all challenges to this Agreement by any entity or person not a party to this Agreement. Franchisee shall indemnify the City against any liability to entities or persons not party to this Agreement resulting from a determination that this Agreement violates any state or federal law, statute, or constitutional provision. 7.11 Declared State of Emergency In the event that an authorized official declares a State of Emergency within any geographic area of the City, as authorized in Chapter 7, Division 1, Title 2 of the California Government Code (California Emergency Services Act) or U.S. Public Law 81-920 (Federal Civil Defense Act of 1950), the City will have the right to exercise all privileges and perform all services required under this Agreement, but will not be required to make prior notification to Franchisee. 12720-0004\1154679v2.doe 16 SECTION 8 MISCELLANEOUS AGREEMENTS 8.1 Entire Agreement This Agreement represents the full and entire agreement between the parties with respect to the matters covered herein. 8.2 Subsection Headings The section headings and subsection headings in this Agreement are for convenience or reference only and are not intended to be used in the construction of this Agreement, nor to alter or affect any of its provisions. 8.3 References to Laws All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided. 8.4 Interpretation This Agreement shall be interpreted and construed reasonably and neither for nor against.either party, regardless of the degree to which either party participated in its drafting. 8.5 Amendment This Agreement may not be modified or amended in any respect except by a written agreement duly approved and signed by the parties. 8.6 Severability If any provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 8.7 Counterparts This Agreement may be .executed in counterparts, each of which shall be considered an original. IN WITNESS WHEREOF, the City and Franchisee have executed this Agreement as of the day and year first above written. 12720-0004\1154679v2.doc 17 ATTE T- By: ANUELA GIRON, City Clerk APPR E O FORM By: - LAUR NCE S. WIENER, City Attorney CITY OF VERNON, a California municipal corporation By: Name: Hilario Gonzales Title: Mayor / QUALITY WASTE SERVICE, INC., a Califo i a corporation By: r Title:?,—Z'e 5 / !� By: Note: If the Franchisee is a corporation or limited liability company, the legal name of the cotporatioh or limited liability company shall be set forth above together with the signatures of at least two (2) officers as follows (1) the chairman of the board president or any vice president (first signature) and (2) the secretary any assistant secretary the chief financial officer or any assistant treasurer (second signature) If the Franchisee is a partnership the true name of the firm shall be set forth above together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership. 12720-0004\1154679v2.doc 18 Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Wednesday, August 26, 2009 4:00 PM To: Juarez, Debbie Subject: RE: Quality Waste Service, Inc. Hi Debbie, I just had Willard review the information, and he feels they have not supplied sufficient documentation. I've sent a request for adequate documentation, per his direction. I will advise upon receipt. Thank you, Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia@ci.vemon.ca.us From: Juarez, Debbie Sent: Wednesday, August 26, 2009 2:18 PM To: Barcia, Ana Subject: Quality Waste Service, Inc. Hi Ana. Do you have insurance on file for the above -referenced? This is the one that Karina gave you the resolution on Monday for me. Thanks. ----------------- --------------------------------------- De6orah Juarez Records %lanagementAssistant City of Vernon- City Clerk's Office 4305Santa Fe Avenue Vernon, C.A 90058 (323) 583-8811 8/26/2009 Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Thursday, October 01, 2009 7:22 AM To: Juarez, Debbie Cc: Giron, Nelly Subject: Insurance Approval- Quality Waste Service, Inc. Attachments: Quality Waste Service, Inc..pdf Good Morning Debbie, Please be advised that the above referenced has provided acceptable insurance coverage. Insurance certificates and related policies, declarations and/or endorsements for the above -referenced are attached. This concerns insurance coverage for Non -Exclusive Franchise Agreement for Solid Waste Management Services with Quality Waste Service, Inc. Reference Resolution No. 10,046. Thank you, Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia@ci.vernon.ca.us CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 10/1/2009 CITY CLERKS OMCE STAFF REPORT APPROVED AUG 2 4 '09 CITY COUNCIL HEALTH & ENVIRONMENTAL CONTROL DEPARTMENT DATE: O: �-tROM: RE: August 13, 2009 Mayor and City .Council Lewis Pozzebon, Director / Health Officer &Y 67RI DI, MUTION NFL P7� New Solid Waste Non -Exclusive Franchise Agreement, Quality Waste Service, Inc. In December 1998, the City Council adopted Ordinance No. 1067, which requires solid waste collection companies doing business in Vernon to apply for a gon-exclusive franchise agreement with the City. The franchise agreement includes requirements for the solid waste company 'to submit waste generation and recycling reports on a quarterly basis, as well as specifying payment of franchise fees based on gross receipts. Twenty companies currently have non-exclusive franchise agreements with the City. To promote competition, Ordinance No. 1067 also allows new solid waste Companies to enter into a non-exclusive franchise agreement with the City. Quality Waste Service, Inc. has completed and submitted various documents (attached) to obtain a franchise agreement with the City including: an application, insurance certificates, certificate of deposit account, and letter clarifying the business name. In addition, Quality Waste Service, Inc. has signed two franchise agreements that have been recently reviewed as to form by the City Attorney. Based on the review, the City Attorney made several non -substantive changes. In addition, the term of the franchise agreement was modified from previous agreements in order to provide the City with more flexibility in the future to address solid waste issues that are expected to impact solid waste disposal in the next three to five years. These issues include the closure of local landfills, rail haul to distant landfills, and the potential increase in minimum, diversion/recycling rates. The term of the Quality Waste Service, Inc. agreement is five years and will expire on December 31, 2014. The City has the option of extending the term. Recommendation: Based on our review of the submitted documents, the City Attorney's review and acceptance of the letter clarifying the business name of the corporation, and Risk Management's confirmation that insurance and performance bond/payment Security requirements have been met, I am recommending City Council take action to award a non-exclusive franchise to Quality Waste Service, Inc. and to authorize execution of the non-exclusive franchise agreement. Attachments: original agreements(2); copies of application, insurance certifications, certificate of deposit, and letter clarifying business name. c: City Attorney (without attachments) Memo To: Donal O'Callaghan, City Administrator From: Lewis Po=ebon, Director / Health Officer ia- Date: 8/13/2009 Re: Solid Waste Franchise Agreement with Quality Waste Service, Inc. Please note that I am submitting a revised staff report to recommend the City Council's approval of a franchise agreement with Quality Waste Service, Inc. The staff report was revised following: • Action required after review as to form of the franchise agreement which was completed by the City Attorney. The review was completed on August 4, 2009 (email attached)_ • Review, signature, and submission of two new original agreements by Quality Waste Service, Inc. (attached) • And submission of a letter clarifying the business name of the corporation (attached). On August 11, 2009, the City Attorney reviewed, accepted the clarification letter, and determined that other documents do not need to be changed. Copies of the application, insurance certifications, and certificate of deposit are also attached. I am requesting that the matter be scheduled for City Council consideration on Monday, August 24th. Attachments 1/mydoc/sw/franchise/new app/transmittal memo FRE C-VED I 0 Page 1 FROM : 0000 PHONE NO. : 0000 Aug. 11 2009 09:10AM P2 .% 4 W August 11, 2009 City of Vernon 4305 Santa Fe Ave Vernon, CA 90058 Attn: Mr. Leonard Grossbe'rg gear Leonard: Per our conversation, please be advised that "QualU Waste Services; Inc." is the same company as "Quality Waste_Service, Inc,". We have always been known by our legal name and the plumlity "service" was added on unintentionally. Sorry for the confusion. If there is anything else needed, please give me a call. Sincerely, Steve Kalpak ff 3534 E. Whittier Blvd., Los A,n6101e8, CA 90023 Toll Free (88S) 57;-4,rt1i1®'•; >F; .; (323) 264-2437 vvWW.gUalitywaste' x0M CTTY OF VERNON Application for Non -Exclusive Solid Waste Franchise Note. Refer to Application Instructions when completing this form. 1. Name of Applicant: Q O A U 14 W">"L 2. Business Address: 3. Mailing Address: 4. Facility Address: 5. Contact Person: 6. Telephone Number: AjC. S S 314 WRi T7lC`1Z 8C_ LsAA-c EcFs CA- q00 13 (Street) ('ty) (State) (Zip) C4- e700 Z3 (Street) ('ty) (State) (Zip)_ 353 '-i tV f r7T/C?- �3[_ _ A t � e 's 3 (Street) (City) (State) (Zip) SOU 4-A(-�AV--1 ( D tat,i (Name) (Title) :2 a - •2-Coil' 22.3 G 37-3, = 2(o - 0 7. Type of Organization (partnership, corporation, etc.): (Fax Number) Co tej>C;,Q.AV1 10 ^J 8. Name(s) and Address(es) of Owners, Partners, Stockholders, or Joint Venturers: Name Address i41 TT-11 {Z > L1 Note: Lines 9 through 13 apply to corporate applicants only. 9. Names of Corporate Officers: Name Title Percent Ownership 1 cru 1 10. Date of Incorporation: Ph 011. State of Incorporation: "�-,( Rc2 P W t Ik 12. Address of Main Corporate Offices: 5 7>4 U4 I -Ma Jb-��, tesAASaeS, CA q 13. Name(s) and Address(es) of any Subsidiary Company(ies): Name Page 1of2 Address t •''s CITY OF VERNON i L Application for Non -Exclusive Solid Waste Franchise 14. Listing and Explanation of Waste Disposal and Other Waste -Related: Civil or Administrative Actions; Judgments or Pines over $5,000; or Convictions of Owners, Officers, or Directors Occurring in the Last Five Years: Date tVD�escription Explanation 15. Description of Vehicles to be Used in Vernon: Equipped with Audible Automatic Year Vehicle D scri lion VIN License # Backup Warnmg�Device 16. Listing and Explanation of Any Traffic Accidents Involving any Waste Collection Vehicles Owned or Operated by the ,Applicant in the Last Five Years: Accident Estimated Date �Explanation Damage Amount 4- $ 17. Names and Addresses of Each Public Agency From Which Applicant has Received a Franchise or Contract for Waste Disposal or Other Waste Related Services in the Past Ten Years: Public Agency Addrqss 0 C/ C SAC (�Ev✓a 35-0 i Vf-'v mac. Jt`r VAOof I hereby apply or a non-exclusive solid waste franchise from the City of Vernon. I understand that, -as a franchisee, I will be required to comply with the terms of the City's Standard Non-exclusive Franchise Agreement, including. • Reportinggross receipts and tonnage collected in the City on a quarterly basis, • Paying to the City a franchise fee based on a percentage of gross receipts collected in the City; and, • Maintaining prescribed general liability, automobile liability, and workers compensation insurance coverage. I understand that a franchise will not begranted until the City enters into a Standard Non-exclusive Franchise Agreement. The information above is true and correct to the b t of my know ledg . � 0 S-� ��- Printed Name Title ignalakaDate) Page 2 of-2 Page I of 1 Pozzebon, Lewis From: Michael Estrada [MEstrada@rwglaw.com] Sent: Tuesday, August 04, 2009 3:30 PM To: Pozzebon, Lewis; Laurence S. Wiener Cc: Gena Stinnett Subject: RE: City of Vernon Non-exclusive Franchise Agreement Lew - Good afternoon. Attached is a revised draft of the agreement, and a redline showing the changes I changed the name of the franchisee from Quality Waste Services, Inc. to Quality Waste Service, Inc., as that is the name shown on the Secretary of State web site. Regarding the term of the agreement (Section 1.4) -1 changed this to be consistent with Section 12.42 of the Vernon Code. I don't think the "evergreen" clause in the original is consistent with that section. On this issue, I disagree with the advice of the City consultant described in the Response to Comment 1 of your memo of June 15th. The 5 year rule described in that response, Public Resources Code Section 49520, only applies when a city is switching from a non-exclusive system to an exclusive system. There is no statutory prohibition against limiting the term of this agreement to one year, or any period up to six years (the maximum permitted by Section 12.4). 1 made the term 5 yrs plus a couple of months in keeping with the December 31st date in the original; it can be less. Let me know if you have any questions or comments, or if you need anything else Michael Estrada Richards I Watson I Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 Telephone: 213.626.8484 Facsimile: 213.626.0078 mestrada@rwglaw.com NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. 8/13/2009 RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: May 6, 2009 TO: Dan Downing Chief .Deputy Director FROM: Willard G. Yamaguchi Risk Manager RE: Quality Waste Services Please be advised that the above referenced has provided acceptable insurance coverage. Insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured were issued by: • Financial Pacific Insurance Company (General Liability, Automobile Liability, and Excess/Umbrella Liability) • FirstComp Insurance (Workers' Compensation) • Wells Fargo (Certificate of Deposit: 9346392393) This concerns insurance coverage for non-exclusive franchise to provide solid waste collection services within the City. WY/ab A CORDCERTIFICATE OF DATE (MMIDD/YYYY) LIABILITY INSURANCE 5/6/2009 PRODUCER (805) 545-8206 FAX: (805) 545-8224 THIS CERTIFICATE IS ISSUED AS -A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE R.J. McConnell Insurance Services. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 894 Meinecke Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 637 San Luis Obispo CA 93405 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: FirstComp Insurance INSURERS: Quality Waste Services, Inc. 3534 E. Whittier Bl. INSURERC: INSURER D: - - INSURERE: Los Angeles CA 90023 FS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AN REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. GGREGATE LIMITS SHOWN MAY HAVE BE REDUCED BY PAID CLAIMS. _ INSR ADD'L TYPE OF INSURANCE - POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MM/DD/YY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY - - EACH OCCURRENCE $ DAMAGE TORENTED PREMISES Ea occurrence $ MED EXP (Any oneperson) $ - CLAIMS MADE: FJOCCUR _ - �. -. - - - PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ - PRODUCTS, COMP/OP AGG $ - GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JE C LOC AUTOMOBILE LIABILITY - - - - COMBINED SINGLE LIMIT- (Ea accident) $ - _ .ANY AUTO ALL OWNED AUTOS - - BODILY INJURY (Per person) $ SCHEDULED AUTOS - -- HIRED AUTOS - BODILY INJURY - (Per accident) _ $ _ NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ _ - GARAGE LIABILITY - AUTO ONLY.- EA ACCIDENT $ - ANY AUTO - OTHER THAN EA ACC AUTO ONLY: AGG $ 11 EXCESS/UMBRELLA LIABILITY - EACH OCCURRENCE $ - AGGREGATE $ OCCUR CLAIMS MADE - _ $ DEDUCTIBLE - - - A RETENTION WORKERS COMPENSATION AND - _ TMRY LIMITS OER - E.L. EACH ACCIDENT $ 1,000,000 EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? - WS10006119-01 12/31/2008 12/31/2009 - -E.L.DISEASE - EA EMPLOYE 1,000,000 . E.L. DISEASE -POLICY LIMIT 1,000,000 If yes, describe under SPECIAL PROVISIONS below - - OTHER - DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS 10-day notice of cancellation, due to non-payment of premium. Evidence of Coverage only. CERTIFICATE HOLDER CANCELLATION City of Vernon Health Department 4305 Santa Fe Ave Vernon, CA 90058 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO. DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE - Rick McConnell/HALEY rACORD 25: (2001/08) © ACORD CORPORATION 1988 IJCII7 �. ,n�nona.. !-rom' r-e-kA.maKer 10. I.J G-JWD'+c 4J! !-age. Lio UdLt7. 011:7i LillJb' .S/.14--1 -IV1 DATE IR7kl°DCYIYI'YY) ACORD.. CERTIFICATE OF LIABILITY INSURANCE 3/19/2009 f PRODUCER (805) 545-8206 MX: (805) 545-8224 THIS CERTIFICATE ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE R.J. McConnell. Insurance Services HOLDER. THIS CERTIFICATE DOES 40T AMEND. EXTEND OR 894 Heinecke Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. E.O. Bon 637 San :Luis Obispo CA 93405 INSURERS AFFORDING COVERAGE NAIC#" w� INSURED INSURER Financial Pacific 31.453 - NSUR.ER8: Quality Waste Services, Inc. i INSURER C. 3534 E . Whittier Sl . Angeles CA 90023 =RERLos --- THE RS00REM17NT, THE AG INSFtry POLICIES INSURANCE f D'L OF INSURANCE LISTED BELOW TERM OR CONDITION OF ANY AFFORDED BY THE,?OLICIES �IM11, I1-10'UNH Vim-B . -TYPE OF INSURANCE -LAVE BEEN ISSUED TLC TH INSURED CONITRACT OR OTHER DOCUMENT DESCRIBED HEREIN IS SUB-ECT : D.2'!-PAIQCLAIMS. .M PU NUPAkiF.52„�- WOAED ABOVE FOR THE PCLIC, PERIOD !hJDICATc7. NOTA'rT'40:r .'rTHSTA'VDI�vG AN ''PITH RESPECT TO WHICH TIHIS CERTIN ATE MAY BE ISSUED OR MA`! PERTAIN, TO ALL THE TERMS. EXCLJSICNS AND CONDITIONS OF SUCH POLICIES. - —.�.. POLICY 1 FFECTME POLICY EXPIRATfON LMAI S A GENERAL LIAB'LWY X COMMERCIAL GENERAL LIABILITY OOCCLiR �Lir•Y - - 175729B EACH OCCURRENCE $ 1 . 000 , C00 DAMAGE TO RFNTEE 100,000 000 - PREMISES IE _ 6/30/2008 G 30/2003 - -- - PERSON AI_ S A_9V!NJURY e - 1,000,000 GENERA!_AGGREGATS ---�-S . 2,000,000 PRODUCTS t )MPiOP PCG $ -�Y 2,000,000 r� GF_N'L ACGREGIVrE LIIJfT APPI_IESRER. LOC A AUTOMOBILE LIABILITY --•� AiLbNRNEDAUic9 �SCHEDULED AUTOS HiFED AUTOS - --'i -. - NOWOWNED AUTOS I 175729B C'JMS!NED SINGLE uM.T 1 Con ©rya 6/30/2008 6/3C/20C9 SODLYftL'RY Pei Pers,:o '� - a - rX0LV "N UR'i $ - fFera�iderY; -- -- - --- • --------- - - PROPERTY DAMAGE $ - GARAGELIABILITY AUTO ONLY EAACCIDE44T S OTHER THAN AUTC ONLY tiGC PNvAUTO - - - - EXCESS!UMBRELLALIABILITY AGGRFGATE OCCUR CLAIMS MADE A DEDUCTIBLE. 922961E 6/30j2008 6/3C/2009� TIoN - WORKERS COMPENSATION AND VVf, STATU- OTH- Y LIMT12 ER E.L. EACH ACC CENT - EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERX..XECUT:VE OFF:CER!MEMBER EXCLUDED? - _ e.L. CISEASE EA JEMPLOYEt- a. E.L.C� S.FP�E __FOL.;CY' 1. iMIT- - - if yas, de=bq r,nder SPEa.A! PROV S!ONS beow OTHER �p. DESCRIPTION OF OPERATIONS!LOCATIONSIVEHICLES'EXt:LUSIONS..ADDFD Wf ENDORSEMENTISPECIAL PROVISIONS 10-day notice of cancellation, due to non-payment of premium. The City of Vernon, its Officers, and r�rnplcyees are named as additional insured while acting within the scopo of their duties that are controlled and suF.ervised by the primary (first) additional insured, but only in r"t hspects to liability arising out of their ongoing waste operations perforweed'for this additional insured in the state of California. .City of Vernon Health Department 4305 Santa.Fe Ave Vernon, CA 90058 ACORD 25 (2001/08) ir�m�n a� ,n1 nk'. I19� CANCELLATION M-IOULD ANY OF TI2E :ABOVE DESCRIBED POLICIES BE CANCELLED BFronE THE EXPIRATION DATE THEREOF, THE. ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO06LIBATION OR LiAMUTY OF ANY BIND UPON THE INSURER, BS P uENTS OR REPRESENTATIVES. AUTHORIZED RF.GRE3ENTATIVE - !i1^k.- ;L1cC6nral-1 ;'JI;_L--- •t ACORD CORPORATION 1988 n_.- : s IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the poiicy(les) must be endcrsed. A statement on .his certificate does not confer rights to the certi ieate holder in lieu of such endorseme7t(s). If SUBROGATION I5 WAIVED, s:ibtect to the terrns 2.nd conditions of the policy, certain policies may require an endorsement. A statement on this certificate does net confer rights to the certificate holder in lieu of such endorsernent(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or produrer, and the certificate holder, nor does it affim)atireiy or negative:"} arnend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) page 2 of z INS025 (ni oa;.orsa From: FAXmaker Io: 7:327:316424�3i �-Iage: 13Ih uate:jll ireuua 2:4 [Ab FIM POLICY NUMBER: 175729E COMMERCIAL >;SENERA,L, LIABILITY CG 20 10 1093 Modified THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED —OWNERS,, LESSEES OR CONTRACTORS (FORM 13) This end®rsentont rnodifles insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE. PART SCIREDULE Nam of Person or Organization: City of Vernon Heaith Department 4305 Santa Fe Ave Vernon. CA 90058 (If no entry appears.above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsernent.) WHO IS AN INSURED (Section Ii) is amended to include as an insured the person or, organization shown in the Schedule, but only to the extent that the person or organization is held liable for your acts or emissions for your ongoing operations performed for that insured. This endorsement applies to the following work: The City of Vernon, its Officers, and employees are named Description of Job' as Iadditional insured while acting within the scope of tl'ieir duties that are controlled and supervised by the primary (first) additional 'Insured, but only in respects to liability Location of Job: arising out of their ongoing waste operations performed for this additional insured in the state of California. Al only Effective from: Effective Date: Expiration Date: 6/30/2008 6130/2009 CG 20 1010 93 Modified Page 9 of 1 Includes Copyrighted material of Insurance Services Office, Inc., with its .permission. From: FAX.rnaker Tc: 132'32-642,137 'age:4i5 Date: 309120092:47:46:P[t4 POLICY NUMBER: 175729B COMMERCIAL AUTO - GARAGE COVERAGE COMMERCIAL AUTO - BUSINESS AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON OR. ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE FORM COMMERCIAL AUTOMOBILE - GARAGE COVERAGE FORM Name of Parson or Organization: City of Vernon Healthy Department 4305 Santa Fe Ave Vernon, Ca 90058 SCHEDULE The City of -Vernon, its Officers, and employees art; named as addit:onal insured while acting within the scope of their duties that are controlled and sut,ervised by the primary (first) additional insured, bull only in respects to liability arising out of their ongoing waste operations performed for this additional insured in the state of California. A. Coverage The person or organization shown in the Schedule is included as an insured but only if liable for the cronduct of an "insured" and only to the extent of that liability. B. Cancellation 1. If we cancel the policy we will mail or deliver notice to such person or organization in accordance with the Common Policy Conditions. 2. if you cancel the policy, we will mail or deliver notice to such person or organization. 3. Cancellation ends this agreement. FPIC.60 (08-98) Paige 1 of 1 From FA.Xm�,ker 7-o: 13232642437 Pace V5 Date: 3/19/2009 2:4 :45 PM FAX TRANSMISSION Attached please find Certificate r, ming AL Thank you! Haley Marie McC affrov RJ McConnell Insurance PO Box 637 San Luis; Obispo, CA P3406 (805) 545-8206, (805) 545-8224 ham [ rjniccormellins_orn Tlns cotnrrrunicalion! includingatrachinents. is for &,c exclusive use oT thy. addressee and may contain proprietary, coritidentia'., and pti�:legcd inforrna ion. If you are not the intended recipient, any u e Copying or oistnLu iun: =tnctly prohibited.. [fvou not the intended recipient, please notify the sender irninediiv�.hf by _etur i c-r: ati :and delete Ibi. comrrur.:catton. Policy No. 175729B COMMON POLICY DECLARATIONS FINANCIAL PACIFIC A Member of the M Mercer Insurance Group, Inca Renewal Of 175729A Financial Pacific Insurance Company RJ MCCONNELL INSURANCE SERVICES (962) P.O. Box 292220 894 MEINECKE AVE Sacramento, CA 95829-2220 SAN LUIS OBISPO CA 93405 NAMED INSURED: QUALITY WASTE SERVICES,INC MAILING ADDRESS: 3534 E WHITTIER BLVD LOS ANGELES CA 90023 POLICY PERIOD: From 06/30/2008 To 06/30/2009 at 12:01 A.M. standard time at your mailing address shown above. BUSINESS DESCRIPTION: WASTE HAULER BILLING: DIRECT IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS BE SUBJECT TO ADJUSTMENT. PREMIUM MAY PREMIUM Commercial Property Coverage Part $ 4,231.00 Commercial General Liability Coverage Part $ 2,889.00 Commercial Crime Coverage Part $ NOT COVERED Commercial Inland Marine Coverage, Part $ NOT COVERED Boiler and Machinery Coverage Part $ INCLUDED Commercial Auto Coverage Part $ 36,272.00 TOTAL PREMIUM $ 43,392.00 Forms applicable to all Coverage Parts: PRIVACY 06 01 IL 00 21 11 94 IL 09 35 04 98 FPIC 21 12 95 FPIC 58 08 98 FPIC 83 01 00 FPIC 42 04.03 FPIC 94 07 02 IL 01 02 05 05 IL 01 04.09.07 IL 02 70 09 07 COUNTERSIGNED BY (Date) (Authorized Representative) IL 00 1911 85 Copyright, Insurance Services Office, Inc., 1983, 1984 SCHEDULE OF UNDERLYING INSURANCE POLICY POLICY UNDERLYING INSURANCE: LIMITS INSURER NUMBER PERIOD AUTO LIABILITY: Each Accident $ 1,000,000 FPIC 175729E 6/30/08 - 6/30/09 Non -Owned & Hired Auto Only $ 1,000,000 GARAGE LIABILITY: Each Accident $ EXCLUDED Non -Owned & Hired Auto Only $ EXCLUDED GENERAL LIABILITY: General Aggregate $ 2,000,000 FPIC 175729E 6/30/08 - 6/30/09 Products / Completed Operations Aggregate $ 2,000,000 Personal Injury / Advertising Injury $ 1,000,000 Each Occurrence $ 1,000,000 EMPLOYERS LIABILITY: Bodily Injury 1 Each Accident $ EXCLUDED Bodily Injury By Disease Policy Limit $ EXCLUDED Bodily Injury By Disease Each Employee $ EXCLUDED `r-ARM LIABILITY: .General Aggregate $. EXCLUDED Products /Completed Operations Aggregate $ EXCLUDED Personal Injury / Advertising Injury $ EXCLUDED Each Occurrence $ EXCLUDED OTHER LIABILITY (describe) NOTICE: This Excess policy does not apply to any loss that, under the terms of the underlying insurance, is subject to a limit less than the limits indicated in this schedule, whether by the terms of the underlying policy or an endorsement thereon. EXAMPLE (This generic example is for illustration purposes only. Please read your policy(ies) carefully to determine all coverages provided at lower limits than the policy limit. Underlying General Liability (GL) Policy limits: $1,000,000 Each Occurrence $2,000,000 General Aggregate GL coverage endorsement limit: $50,000 GL coverage endorsement loss amount: $100,000 The endorsed General Liability policy will provide up to $50,000 for the covered loss. The Excess Liability policy will provide no coverage for the loss as the $50,000 coverage limit provided by the underlying (General Liability) policy is less than the underlying (General Liability) policy limit of $1,000,000 / $2,000,000. FX( nFr (n4-(1�) Pang 2 of 9 FINAIVCIAL PACIFIC A Member of the em Mercer Insurance Group, Inc. COMMERCIAL EXCESS LIABILITY INSURANCE POLICY DECLARATIONS Policy 922961 B Renewal Of: 922961 A Policy Period From: 06/30/08 to: 06/30/09 12:01 a.m. Standard Time at the insureds address shown below. NAMED INSURED AND MAILING ADDRESS PRODUCER NAME AND MAILING ADDRESS QUALITY WASTE SERVICES,INC RJ MCCONNELL INSURANCE SERVICES (962) 3534 E WHITTIER BLVD 894 MEINECKE AVE LOS ANGELES CA 90023 SAN LUIS OBISPO CA 93405 Form of Business: X❑ Individual Joint Venture Partnership Corporation1-1 Organization Business Description: WASTE HAULER IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE _. AGREE WITH YOU TO PROVIDE THE INSURANCE COVERAGE AS STATED IN THIS POLICY. LIMITS OF INSURANCE PREMIUM FORMS AND ENDORSEMENTS MADE A PART OF THIS POLICY COM SVC 12 03 FPIC 4204 03 FPIC 66 04 03 Countersigned By: Each Incident Limit: $ 1,000,000 Aggregate Limit: $ 1,000,000 Estimated Premium: $ 5,475 PREMIUM IS SUBJECT TO CHANGE AT AUDIT Date: _ Authorized Representative These declarations together with the schedule, coverage parts policy conditions and endorsements, if any, issued to form a part thereof, complete this policy. EXCDEC (04-03) Paae 1 of 2 Waste Services Steve Kalpakoff President 3534 E. Whittier Blvd., Los Angeles, CA 90023 Tel: (323) 264-2236 0 Fax (323) 264-2437 www. q u a l i tywa s te. co m Best's Rating Center - Company Information for Financial Pacific Insurance Com... Page 1 of 1 Other Web Centers: View Ratings: Financial Strength Issuer Credit Securities Advanced Search Select One Financial Pacific Insurance Company 0% Print this page (a member of Mercer Insurance GrOUO) This rating is assigned to A,M.Best #: f 0143 NAIC #: 31453 FEIN-#: 680111081 companies that have, in our - opinion; an excellent ability to Address: P.O. Box 292220 Phone: 916-630-5000 meet their ongoing obligations A( - Sacramento, CA 95829-2220 Fax: 916-630-3700 to policyholders. Web: www-financiali)acific.com Best's Ratings Financial Strength Ratings View Defnitioms Issuer Credit Ratings view Definitions Rating: A (Excellent) Long -Term: a Affiliation Code: g (Group) Outlook: Stable Financial Size Category: Vill ($100 Million to $250 Million) Action: Affirmed Outlook: Stable Date: June 05, 2008 Action: Affirmed Effective Date: June 05,-2008 * Qenotes Under Review Ratings, See rating definitions Reports and News Visit our NewsRoom for the latest news. for for this company and its A.M. Best Group. AMB_Credit.Re.port_-Insurance Prpfessional�Unabridn ). (formerly known as Best's Company Report) - includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. r Report Revision Date: 06/13/2008 (represents the latest significant change). Historical Reports are available in AMB Credit Report - Insurance Professional (Unabridged) Archive. 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Best Company, Inc. All rights reserved. A.M. Best Worldwide Headquarters, Ambest Road, Oldwick, New Jersey, 08858, U.S.A. http://www3.ambest.com/ratings/FullProfile.asp?B1=0&AMBNum=143 &AItSrc=1... 5/5/2009 Wells Fargo Store Vision Platform Page 1 of 2 Time Account Detail :select action ... `' Tax Responsible Customer QUALITY WASTE SERVICE INC Sole Owner Additional Customers STEVEN KALPAKOFF Signer Statement/Mailing Name QUALITY WASTE SERVICE INC COLLATERAL FOR THE CITY OF VERNON Account TIN TIN on file Certification W-9 Certification Basic 0 Gp12(kA Date Opened 03/19/2009 ; �eZ Cp\�A Status New60 N p. Pv o Current Balance **not available 32\�odcg26°ago dOS�' ce Last Withdrawal Date Term Length 12 Months Pledges $0.00 Holds Yes Current Issue Date 03/19/2009 Current Maturity Date 03/19/2010 Automatic Renewal Yes Grace Period Not in Grace - New Account - Book Entry Yes Cost Center/AU 621 Location 4398 WHITTIER & INDIANA WHITTIER & INDIANA OFFICE 3800 WHITTLER BLVD LOS ANGELES, CA 90023 Officer/Portfolio CP124 RODRIGUEZ, PAUL 323-264-1460 Interest CD Special No Interest Rate 1.09% Interest Paid YTD $9.26 Trade -A -Rate Not Eligible_ Rate Indicator Standard Payment Method Credit to Checking Payment Frequency Monthly https://az-site l .salesandservice.wellsfargo. com/svp/forward.do?name=/j sp/account/detail/ti... 4/27/2009 Page 1 of 1 323-264-1460 Ccovv-v I . Hold Detail Wens Fargo f3ank, N.A• COID 114 Whittier & Indiana Office AU 00621 Type 57 - TPCA ACCOUNT; Effective 04/15/2009 Expires No Expiration Date Additional Information TPCA - CALL GATEWAY TO TEAM MEMBER SUPPORT WRITTEN AUTHORIZATION REQUIRED TO REMOVE RESTRAINT Pori https://az-site 1. salesandservice. well sfargo. com/svp/restraintsDetailDisplay. do?key=0&rest... 4/27/2009 Page: 1 Document Name: Untitled STFT 2 THE TRANSACTION STMT FORMAT 09/04/27 14.02.15 MENU CO 114 OP MS 50852 ACTION COMPLETE ACTION COID ACCT COND PROD CODE CDA ACCT 9346392393 SHORT NAME QUALITWASTESE CURR CODE PAGE 1 SEARCH FROM 109/03/19 THRU 109/04/17 ACTN POST EFF DT IRD CHK NUMBER TRAN AMOUNT D/C BALANCE TRACE ID DESCRIPTION 03/19 03/19/09 103000.00 C 10,000.00 P-Y--04398-0000000 OPENING CERTIFICATE DEPOSIT 04/17 04/19/09 9.26 C 10,009.26 I-GEN109041900037631 INTEREST PAYMENT 04/17 04/19/09 9.26 D 10,000.00 I-GEN109041900037632 TRANSFER INTEREST PYMT TO ANOTHER ACCT PF: 1-HELP 3-PLVL 6-INQ 7-SB 8-SF 9-ASUM ...-STMT 4-0 A 3270 Ses 10.103.30.114 LUDQ8IG 0/u Name: cu010378 - Date: 4/27/2009 Time: 12:02:24 PM Vicente Hemandez Store Manager Vice President Whittier & Indiana Branch MAC E2806-011 3800 Whittier Blvd Los Angeles, CA 90023 323 264-0911 Ext. / 323 780-8452 Fax 800 869-3557 24 Hr. Customer Service Wells Fargo Bank N.A. 877 727-2932 24 Hr. En Espanol