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AMENDMENT NO. 3 TO RESIDENTIAL REFUSE AND RECYCLING AGREEMENT
BY AND BETWEEN THE CITY OF ARCADIA AND WASTE MANAGEMENT. INC.
This Amendment No. 3 ("Amendment") is hereby entered into by and between
the City of Arcadia, a municipal corporation of the State of California, and Waste
Management with respect to that certain Residential Refuse and Recycling Agreement
between the parties dated August 19, 1999 ("Agreement").
The parties agree as follows:
1. Section G -Collection Rates and Bills -Information and Process, Item 2
of the Agreement is hereby amended by changing the index used to
calculate rate adjustments from March through March of the previous year
of the Consumer Price Index (CPI) to January through December.
2. All of the terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 3 on the date
set forth below.
CITY OF ARCADIA
illiam Ft. Kelly Date
City Manager
(SEAL)
ATTEST: I -
7
APPROVED AS TO FORM:
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City ttorney
Waste Ma
By:
ager
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Pat Malloy
Public Works Services Director
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AMENDMENT NO. 2 TO THE CITY OF ARCADIA
EXCLUSIVE RESIDENTIAL
REFUSE AND RECYCLABLES AGREEMENT
WITH WASTE MANAGEMENT
COLLECTION AND RECYCLING, INC.
THIS AMENDMENT NO. 2 TO THE CITY OF ARCADIA EXCLUSIVE
~t"~RESIDENTIAL REFUSE AND RECYCLABLES AGREEMENT WITH WASTE
~4p MANAGEMENT, INC. ("Second Amendment") is entered into this /~ day of
~ '~leceu~r, 20011. between the City of Arcadia ("City"), a California municipal
corporation, and Waste Management Collection and Recycling, Inc., a California
corporation ("WMI"). City and WMI are sometimes herein referred to
collectively as the "Parties."
RECITALS
WHEREAS, City and Newco Waste Systems ("Newco") entered into that
certain Exclusive Residential Refuse and Recyclables Agreement dated August 6,
1996 ("Original Agreement") wherein the City granted Newco an exclusive
franchise to collect residential refuse within the City; and
WHEREAS, on August 20, 1999, the City entered into a Transfer
Agreement Regarding Refuse and Recycling Agreement with Newco Systems, Inc
and U.S.A. Waste of California ("USA Waste"), whereby USA Waste, awholly-
owned subsidiary of WMI, would become the successor in interest to Newco; and
WHEREAS, on August 17, 1999, City and WMI executed Amendment
No.l to the Residential Refuse and Recycling Agreement amending certain
provisions in the Original Agreement relating to long term access to disposal
capacity and bulky items; and
WHEREAS, City and WMI desire to amend the Original Agreement once
again to provide for a contract extension, an automated greenwaste collection
program and to impose certain requirements for multi-family residential waste
collection.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENTS
Section 1. Amendment of Section B of the Original Agreement. Section B of the
Original Agreement is hereby amended by rewording Section B.1.(a) of the
agreement to read as follows:
"Green Waste. The Contractor agrees to .treat green waste as
recyclable materials as defined or sanctioned by State law or
regulation. Yard waste will be placed curbside in contractor-
provided greenwaste containers and shall be picked-up once a week
by customer selected level of service as identified in: Exhibit A.
Only yard waste is to be placed in the greenwaste containers.
Bundled brush and clippings not placed in greenwaste containers
may be picked-up as a bulky-item pick-up."
Section 2. Amendment of Section C of the Original Agreement. Subsection 4 of
Section C is hereby deleted in its entirety.
Section 3. Amendment of Section R of the Original Agreement. Section R of the
Original Agreement is hereby amended to read as follows:
1. This Agreement shall expire on June 30, 2009.
2. Beginning no later than July 1, 2008 both parties shall begin
good faith negotiations with the intent of revising or drafting a new agreement.
Such negotiations shall last for a period not to exceed six (6) months, unless an
extension is mutually agreed upon in writing. However, the decision to extend or
adopt any future agreement resulting from said negotiations shall be entirely up to
the City Council.
Section 4. Amendment of Section A of the Original Agreement. Subsection 23 is
hereby added to Section A of the Original Agreement to read as follows:
"Transformation shall mean the burning of 50% of the total solid
waste collected from all multi-family complexes that is taken to the
Commerce Refuse-to-Energy Facility (CREF) `transforming' the
solid waste to energy and the by product into ash."
RVPUBUIXM\621885
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Section 5. Amendment of Section B of the Original Agreement. Subsection 7 is
hereby added to Section B of the Original Agreement to read as follows:
"The contractor shall transport 50% of all the solid waste collected
from multi-family complexes to the Commerce Refuse-to-Energy
Facility (CREF), "transforming" the solid waste to energy and the by
product into ash."
Section 6. Except as specifically amended by the terms of this Amendment No.
2, all other provisions of the Original Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the Parties hereto have executed this
Amendment No. 2 on the date first herein above written.
[SIGNATURES ON FOLLOWING PAGE]
RVPUe\MXhP621885
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CITY
CITY OF ARCADIA
a CaliforniaM~AUn~icipal Corporation
By: V~ ~~
City Manager
Dated: ~•~ 2002
ATTEST:
By: ~ ~
Ci lerk=of the Cit ~ ~Arcad
APPROVED AS TO FORD:
CONTRACTOR
Waste Management, Inc.
a California Cor~porat~ion
~~~~> ' y ~
By:
Its: ~r 1 CL ~",~ S ~
CONCUR:
City Attorney of the City of Arcadia Departure t Head Date
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AMENDMENT NO. 1 TO THE RESIDENTIAL REFUSE AND
RECYCLING AGREEMENT BY AND BETWEEN THE CITY OF
ARCADIA AND WASTE MANAGEMENT COLLECTION AND
RECYCLING, INC.
~~t.~~
This Amendment No. 1 ("Amendment No. I") is entered into by and
between the City of Arcadia, a municipal corporation of the state of California, and
Waste Management Collection and Recycling, Inc. with respect to that certain
Residential Refuse and Recyling Agreement between the parties dated August 17,
1999 ("Agreement").
The parties agree as follows:
Section 1. Amendment of Section B of the Agreement. Section B of the
Agreement is amended by adding Subsection 7 to read as follows:
"Contractor shall guarantee long term access to disposal capacity necessary
to meet the mandate identified in State of California Assembly Bill 939.
This guarantee will be provided by Contractor for the term of this
Agreement, including any and all extensions."
Section B.1.(b) of the Agreement is amended to read:
"Bulky Items collected by Contractor on a reservation basis, shall be limited
to household objects deemed reasonable, including, but not limited to, all
large, bulky or difficult to handle objects such as couches, refrigerators,
rugs, water heaters, washing machines and other items. Contractor further
agrees to bear the full cost and expense of collecting bulk waste four (4)
times per year at any residence upon the resident's request and at no charge
to the resident. Additional pick-ups shall be charged pursuant to the rates
established by the City."
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In witness whereof the parties have executed this Amendment No. 1 on the
date set forth below.
CITY OF ARCADIA
By.~/'
yor
CONTRACTOR
By GI~Y/ H-=---7
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Title
(SEAL)
ATTEST:
Clerk
APPROVED ?iS TO FORM:
City Attorney
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~~
TRANSFER AGREEMENT REGARDING REFUSE AND
RECYCLING AGREEMENT WITH NEWCO WASTE SYSTEMS,
INC. AND ASSUMPTION OF CONTRACTUAL RESPONSIBILITY
BY U.S.A. WASTE OF CALIFORNIA, INC.
This Agreement to be effective on August 20, 1999 is by and between the
City of Arcadia, a Municipal Corporation (hereinafter referred to as "City"), and
U.S.A. Waste of California Inc. (hereinafter referred to as "Transferee").
WHEREAS, City and Newco Waste Systems, Inc. (hereinafter referred to as
"Contractor") entered into an Agreement effective August 6, 1996 until June 30,
2004 for the collection of residential solid waste and for recycling as fully set forth
in said Agreement which is attached and fully incorporated as part of this Transfer
Agreement; and
WHEREAS, the referred to Agreements are to accomplish the public
purposes set forth therein and to properly execute the police power of the City for
the health, safety, and welfare of the community; and
WHEREAS, Section X of the Agreement between City and Contractor
provides for consideration of a transfer of contractor company subject to the terms
and conditions set forth in said Agreement; and
WHEREAS, on July 7, 1999 Contractor advised City of a proposed purchase
of assets of Contractor by Transferee and requested City approval pursuant to
Section X of the Agreement; and
WHEREAS, this Transfer Agreement is necessary to properly consider and
effectuate said transfer.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENENTS, GUARANTEES AND CONDITIONS CONTAINED
IN THIS AGREEMENT AND FOR GOOD AND VALUABLE
CONSIDERATION, THE CITY AND TRANSFEREE DO HEREBY AGREE AS
FOLLOWS:
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-" - ..
1. Transferee affirms that they are acquiring assets from Contractor in
order to assume full responsibility for performance of the residential refuse
collection and recycling agreement (attached) with Arcadia. For these purposes
Contractor shall be replaced and operations shall be conducted by Transferee under
the name "U.S.A. Waste of California, Inc."
2. As a condition precedent to execution of this Transfer Agreement by
the City, Transferee shall furnish proof of all required insurance to the satisfaction
of the Arcadia City Attorney. If deemed necessary by the City Attorney, prior to
City Council action regarding this Agreement, Transferee shall execute additional
guarantee and/or indemnity provisions as required.
3. By signing this Agreement Transferee agrees to be bound to the
attached Agreement previously executed by Contractor and to assume all
responsibilities for the performance of said Agreement as a party to said contract in
lieu of Contractor commencing as of the date set forth below.
4. Following action on this Agreement by the Arcadia City Council and
prior to execution of this Agreement by the Mayor, a transfer fee of $50,000 shall
be paid to the City of Arcadia. If additional transfers as defined in the Agreement
are requested by Transferee, a fee of at least $50,000 shall be required. Depending
on the nature and scope of any proposed future transfer, City reserves the right to
require a fee amount in excess of $50,000.
5. Transferee shall be bound to perform as part of the contract those
items set forth as modifications and requirements per the attached document
labeled Exhibit "A". Except as changed or modified by Exhibit "A", all other
terms and conditions of the August 6, 1999 Agreement shall remain in full force
and effect.
6. Transferee represents and affirms that it is fully capable of performing
this Agreement consistent with the standards and performance criteria required by
the City, without interference to its operation and with a full commitment of assets
to meet all of the provisions of the Agreement which includes all of the
attachments incorporated as part of this contract between City and Transferee.
Approval of this Transfer Agreement by the Arcadia City Council and execution of
this document by the Mayor shall signify approval of the transfer pursuant to
Section X of the Agreement.
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Dated:_~~/lye, 1999
Dated: / g , 1999
APPROVED AS TO FORM:
City Attor ey
City of Arcadia
CITY OF ARCADIA,
A Municipal Corporation,
May of the City of Arcadia
U.S.A. WASTE OF CALIFORNIA, INC.
3
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Exhibit A
Residential Refuse Service Agreement
Modifications and
Requirements
ITEM " .. , ,,,rG, ~. ~ ~ ,P ;
Term of agreement
Section S of the existing agreement shall remain intact with the additional provision that
a public Contractor performance review will be held in January of each year. If the
annual perfomance review f nds the contractor tc he in non-performance this will be
considered a default of the agreement and grounds for termination. The notifcation of
defauk indicated in Section S(1) of the exisiting agreement is understood to be 14
Eight (6) years with four (4) years calendar days.The collection schedule requirements for Municpal Solid Waste noted
1 remaining Section S(1) will reduced to 24 hours.
Additional Comments: Examples of N on-Performance (Non-Perfomance is not limited to these examples) ~
Failure to comply with 25°h of reporting requirements on time and as stipulated in
agreement; 6 foes far failure to respond or comply with any provision contained in
Section HH, page 52; In excess of three complaints within a 12 month period at the
same address will result in foe; If annual Complaint to Customer Ratio' exceeds 5%, or
annual Unresolved Complaint to Customer Ratio" exceeds 1 % this will be deemed non
perfomance. Failure to hold City harmless from CIWMB penalties. Each of these items
will be incorporated into Section S(1) of the agreement.
'Complaint to Customer Ratio = # of Annual Complaints divided by the # of Residential
Accounts (13,000)
"`Annual Unresolved Complaint to Customer Ratio = # of Annual unresolved Complaints
divided by the # of Residential Accounts (13,000)
DEFINITIONS:
"Complaint" is defned as a substanative, verifed complaint as determined by the Public
Works Services Director. "Unresolved" complaint is defned as any cempalint not
resolved in one (1) full business day, or any complaint that that requires intervention by
the City for resolution.
ITEM '~ ,'. -
Public Education
Contractor will suhmit puhlic education plan to City staff no later than March 1 of each
year City and Contractor will meet and finalize plan in accordance with Section K(1) of
Contractor & City public education the exisitng agreement. The education plan will include an itemized budget of proposed
1 program expenditures by both parties. By March 1
Special Note: During Transition pedod the acquidng contractor will be required to work
with the City to develop an interim Public Education Plan by November 1, 1999 to cover
the pedod until the next plan is due in March 2000.
Hazardous Waste Prevention & Contractor will educate customers on proper HHW disposal as part of puhlic
2 Education for employees and customers education plan. Annuall
Contractor shall submit a check to the City for the difference between actual
documented expenditures and;15,000 on June 1 of each year. For example if the
Contractor & City each provide 15K/yr Contractor only spends $3,000 toward implementing the Public Education Plan by June
3 for public education activities 1, it would owe the City a check for the remaining $12,000. Annual
ITEMI
Service Delivery
Refuse collection for Public Works Contractor will provide unlimited, cost-free refuse and roll-off collection services to all
Service Fatalities and Recreation Public Works Services Fatalities, incuding water facilities and unlimited, cost free servic As required
1 Facilities to all City Recreation Facililes including the Communi Center. b City Staff
Contractor will ensure that every residence receive a minimum of three (3) free holiday 3-4 weeks
2 Holiday Tree RecyGing Program tree pick-up opportunities following December 26. (Dec: Jan.)
All refuse collection vehicles operating in Arcadia will be painted with a consistent color
and marking scheme within 120 days of the transfer. The new Contractor agrees to
Trucks & equipment serving Arcadia will paint any collection vehicles identified by City staff as unsatisfactory, or unsightly, upon As required
3 he aimed 1 r. notification of the Public Works Services Director. b Ci Staff
t .'
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Exhibit A
Residential Refuse Service Agreement
Modifications and
Requirements
ITEM NRi9Y1St , iCitH
ReportslAdministretive
1 Inventory of service assets Submit to City on May 31 of each year Annual
City provide messages on Newco bills
2 2/yr To be scheduled in June o_f each year as part of Item #1, Public Education Quarterly
I nnua reports to customers Reports all 6e istri uted by July ~ o eac ear Annua
Annual rpt, including summary of monthly & quarterly rpt. & also a) reconciliation of rpt
adjustments, b) discussions on problems, efficiency, participation c) Citywide Bulky
i Waste report in tons, recycled, reused, & disposed
on ac or s a sen a e er o e ai o nia ig way a rof(CHP)- ques mg
inspection per the agreement on January 1 and Juty 1 of each year with a copy to the
City. Certification shall be submitted to the City as soon as received or no later than
March 30 and October 30 of each year. This does not relieve the Contractor from semi-
4 Brake system inspection and certification'
by CHP I annual inspections.lf the CHP does not repsond in a timely manner, vehiGes shall be
certifed by a shop approved by the City of Arcadia. 1
2 x Annuall _
~ To be submitted within 30 cal. Days after qtr ends: 1 st report consisting of July, August, ~
Quartery rpt. Disposal services, refuse ~ & Sept. Due Sept 30th; 2nd report consisting of: Oct, Nov, Dec. Due Dec 30th; 3rd '~
report consisting of: Jan, Feb, Mar. Due March 30th; 4th report of: Aug. May, June Duel
5 & recyclable collection I June 30th. I Quarterly
Monthly rpts submitted no later than end
6 of followin calendar month Due the 30th of each month for the preceding month Monthl
Due the 15th of each month for the preceding month. List of any request for service
logged on automatic service request program, sorted 6y complaint category. I.e.
Contractor provides City with copies of missed pickup, late pick up, debds left in sVeet, can missing etc. Complaints shall
7 complaints include resolution & when the compaint was received and resolved. Monthl
Contrector shall remit the residential AB In concert with quarterly billings. Checks shall be submitted to the City no later than the
8 939 fees 15th of July, Oct, Jan, & April Quartery
ITEM - °I 6,
Additional language revisions or new
items
Collections are on bath sides of the
1 roadway, same day pick up. Unless otherwise approved 8 scheduled b the PWSD n!a
$1.00lunit for MF complexes between 2- No Charge unless complex is provided with containers. Must have in place no late
2 6 units than Nov. 1, 1999 monthly
City agrees to acknowledge that implementation of franchise fees may 6e passed
3 Franchise fee directly onto the customer b the Contractor. month)
Contractor shall pay the City reasonable expenses for attorneys' fees and staff time
Service Agreement Transfer fee of related to the transition of service-providers including time related to follow-up after
4 $50,000 transfer is completed. one-time fee
I
Contractor shall collect recyclable materials deposited at 11 City Parks and Facilties in
5 City Park Recycling collection concurrence with the exisiting refuse collection schedule at these facillies. Weekly
'iWMI Representatives
Mike Stephan shall remain the contract manager for the term of this agreement, unless
(Contract Manager otherwise approved by the City. n!a
I Angel Santiago will not be associated with this agreement nor represent WMI at any
time during the term of this agreement. n/a
Field Superintendent A Cellular phone shall be provided to WMI's field representative for the term of this
agreement.
n!a
Afler hours telephone number of a responsible manager of WMI, capable of making
operation and emergency decisions shall be provided to the City for the term of this
Emer en After hour contact numbers a reement. n/a
I EMAR GROUP, INC.
364 EISENHOWER PARKWAY
LIVINGSTON, NJ 07D38
WASTE MANAGEMENT
OF SAN GABRIEL/POMONA VALLEY
13840 EAST LIVE OAK AVE
BALOWIN PARK, CA 917D6
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CITY of ARCADIA IS AN ADDITIONAL INSURED AS RESPECTS THE ABOVE GENERAL
LIABILITY POLICV~
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ASSISTANT SECRETARY'S CERTIFICATE
USA WASTE OF CALIFORNIA, INC.
I, Duane C. Woods, Assistant Secretary of USA Waste of California, Inc., a
Delaware corporation ("the Corporation"), do hereby certify that the following resolution
was adopted by the Board of Directors of the Corporation and that such resolution has not
been amended, modified or rescinded and is in full force and effect as of the date hereof:
RESOLVED, that the Corporation shall be and hereby is
-- authorized to enter into the August 20, 1999 Transfer Agreement
Regarding Refuse and Recycling by and between the Corporation, ("the
Transferee"), and the City of Arcadia, a California Municipal Corporation
("the City"), and said Agreements, when executed and delivered shall be
fully binding upon this Corporation.
FURTHER RESOLVED, that Michael Stephan, or any officer of
the Corporation, and each of them, is hereby authorized, following
compliance with appropriate corporate policies and procedures, to execute
and deliver on behalf of the Corporation the Agreements and to execute on
behalf of the Corporation such other documents required to submitted by
the Corporation in connection with said Agreements.
FURTHER RESOLVED, that Michael Stephan, or any officer of
the Corporation, and each of them, following compliance with appropriate
corporate polices and procedures, is hereby authorized and directed in its
name and on its behalf to do and perform all things and acts, and to
execute and deliver or file all instruments, certificates and documents that
they shall determine to be necessary, appropriate or desirable to carry out
the foregoing resolutions, or any of them, any such determination to be
conclusively evidenced by the doing or performing of any such act or
thing or the execution and delivery of any such instrument, certificate or
document.
Dated: August 25 , 1999
~~
oods
Assistant Secretazy
.:.
ENDORSEMENTS TO INSURANCE POLICY
RELIANCE NATIONAL INDEMNITY
Name of Insurance Company
NGB 0149781-00
Policv Number
11/01/98 to O1/O1/00
Efective Date
The following endorsements are hereby incorporated by reference onto the
attached Certificate of Insurance as though fully set forth thereon:
1. The naming of an additional insured as herein provided shall
not affect any recovery to which such additional insured would
be entitled under this policy if not named as such additional
insured, and
2. The additional insured named herein shall not be held liable
for any premium or expense of any nature on this policy or any
extensions thereof, and
3. The additional insured named herein shall not by reason of
being so named be considered a member of any mutual insurance
company for any purpose whatsoever, and
4. The provisions of the policy will not be changed, suspended,
canceled or otherwise terminated as to the interest of the
additional insured named herein without first giving such
additional insured thirty (30) days written notice.
5. Any other insurance held by the additional insured shall not
be required to contribute anything toward any loss or expense
covered by the insurance which is referred to by this
certificate.
It is agreed that the City of Arcadia, its officers and employees, are
included as Additional Insured.
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iz d Insu ance Agent