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C-1639-1
� 7 . t ! J 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 he City of Arcadia, a Municipal Corporation (hereinafter referred to as "City"), . d U.S.A. Waste of California Inc. (hereinafter referred to as "Transferee"). WHEREAS, City and Newco Waste Systems, Inc. (hereinafter referred t. as "Contractor") entered into an.Agreement effective August 6, 1996 until June :0, 2004 for the collection of residential solid waste and for recycling as fully set firth 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 pu lic 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 tel s and conditions set forth in said Agreement; and WHEREAS, on July 7, 1999 Contractor advised City of a proposed purch: e of assets of Contractor by Transferee and requested City approval pursuan' to Section X of the Agreement; and . WHEREAS, this Transfer Agreement is necessary to properly consider ; d effectuate said transfer. NOW, THEREFORE, IN CONSIDERATION OF THE MUT PROMISES, COVENENTS, GUARANTEES AND CONDITIONS CONT i D IN THIS AGREEMENT AND FOR GOOD AND VALU h :LE CONSIDERATION, THE CITY AND TRANSFEREE DO HEREBY AGREE AS FOLLOWS: 1 1. Transferee affirms that they are acquiring assets from Contracto in order to assume full responsibility for performance of the residential re se • collection and recycling agreement (attached) with Arcadia. For these purp ses Contractor shall be replaced and operations shall be conducted by Transferee I der the name "U.S.A. Waste of California, Inc." 2. As a condition precedent to execution of this Transfer Agreemen by the City, Transferee shall furnish proof of all required insurance to the satisfa ion of the Arcadia City Attorney. If deemed necessary by the City Attorney, pri er to City Council action regarding this Agreement, Transferee shall execute additi nal 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 contra tin 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 .hall be paid to the City of Arcadia. If additional transfers as defined in the Agree ent are requested by Transferee, a fee of at least $50,000 shall be required. Depen.ing on the nature and scope of any proposed future transfer, City reserves the rit t to require a fee amount in excess of$50,000. 5. Transferee shall be bound to perform as part of the contract ose items set forth as modifications and requirements per the attached docu ent labeled Exhibit "A". Except as changed or modified by Exhibit "A", all sther terms and conditions of the August 6, 1999 Agreement shall remain in full .rce and effect. 6. Transferee represents and affirms that it is fully capable of perfo ing this Agreement consistent with the standards and performance criteria require. by the City, without interference to its operation and with a full commitment of a sets 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 pursu. t to Section X of the Agreement. 2 CITY OF ARCADIA, A Municipal Corporation, Dated: 5 , 1999 _ IVA. /pF May of the City of Arcadia U.S.A. WASTE OF CALIFORNIA, INC. Dated: 1 , 1999 APPROVED AS TO FORM: , S/ City Atto ey City of Arcadia 3 • Exhibit A Residential Refuse Service Agreement Modifications and Requirements _ } e ITEM 6.16 .� t IIMI i�..N �` ri„ l? t_r.. :rl� " may llaLi ~a ,v� I - _ ry *, „xL``7: xl ..a. �. �lit, .. .x.a�`T t Jt sah 3. '�!''�. ('.mA.r�in-sno i�,..ii�3t�" -: .?iC ;� s�.r< _.. ,. .�",cf!. Terms of agreement n 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 finds the contractor to be in non-performance this will be considered a default of the agreement and grounds for termination.The notification of default Indicated In Section 8(1)of the exisiting agreement Is understood to be 14 Eight(8)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 Non-Performance(Non-Perfomance Is not limited to these examples) Failure to comply with 25%of reporting requirements on time and as stipulated in 'agreement; 6 fines for 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 fine;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 a#of Annual unresolved Complaints divided by the#of Residential Accounts(13,000) DEFINITIONS: "Complaint"Is defined as a substanative,verified complaint as determined by the Public Works Services Director."Unresolved"complaint is defined as any compalint not resolved in one(1)full business day,or any complaint that that requires intervention by the City for resolution. ITEM>T -'.r l ;�Y b t7'' 1•d (.,�7 t tjk 11 }'�S H 11�v s x -s��trot' y-t r el r--1 �. t —It ``i.�" �_._... : �. >-..»_.. ..-�:::. .� .;�II,I �<....It?Cil! ;.H��">•€ .T���h �,,;(,�[F����.;la;�.t,,k. 2 i#ttt.���, �.?iCtt,lr��w.�,t ffi ->�1..,, ,�. Public Education Contractor will submit public 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. B March 1 Special Note:During Transition period the acquiring contractor will be required to work with the City to develop an interim Public Education Plan by November 1,1999 to cover the period until the next plan is due in March 2000. Hazardous Waste Prevention& Contractor will educate customers on proper HHW disposal as part of public 2 Education for employees and customers education plan. • nually 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. • nual ITEM rrl'�.-i rl Y- a' t� i stir r sy -1 a tr pr s tit v :: >t,}��:..,u;,,'���I�r�,.,�e,(v��ad,�?.�_:.��,��;..�,-.,tii111€IIt��I�.-��.�tls�l�����_..._�...`�� . . ......: r ..�.�:_�,?t,�_ �..a�>`�_.l?,��.�.ttf��R.�=R•, ���:�?tg�a�I���kC � Service Delivery Refuse collection for Public Works Contractor will provide unlimited,cost-free refuse and roll-off collection services to all Service Facilities and Recreation Public Works Services Facilities,incuding water facilities and unlimited,cost free service • required 1 Facilities to all City Recreation Facilites including the Community Center. . City Staff Contractor will ensure that every residence receive a minimum of three(3)free holiday weeks 2 Holiday Tree Recycling Program tree pick-up opportunities following December 26. (o- .-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 • required 3 he painted 11yr, notification of the Public Works Services Director. b City Staff • t , y Exhibit A 2 Residential Refuse Service Agreement Modifications and Requirements ITEM kg =..r-tl,.�r __� > � e �e z1 A qtUN 'Olgi1rlr;aai a A 41'4 ra.i.i A'w ��tir rrr i (l3j '.1_.Wa. Reports/Administrative 1 Inventory of service assets Submit to City on May 31 of each year 'City provide messages on Newco bills 21 r To be scheduled in June of eachyear as part of Item#1,Public Education Q arterly 4 nua reports to customers Report s all•e•sir•uted-bkuly-31 of each year Annual rpt,including summary of monthly&quarterly rpt.&also a)reconciliation of rpt adjustments,b)discussions on problems,efficiency,participation c)Citywide Bulky Waste report in tons,re cied,reused,&disposed on a ors-: • • - it • is -ig ay -a •11CHP re-IT—fires inspection per the agreement on January 1 and July 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- Brake system inspection and certification annual Inspections.lf the CHP does not repsond in a timely manner,vehicles shall be 4 b CHP certified b a shop approved by the City of Arcadia. 12 .Annual! To be submitted within 30 cal.Days after qtr ends:1st report consisting of July,August,' &Sept.Due Sept 30th;2nd report consisting of:Oct,Nov,Dec.Due Dec 30th;3rd ■ Quarterly rpt. Disposal services,refuse report consisting of:Jan,Feb,Mar.Due March 30th;4th report of:Aug,May,June Due &recyclable collection June 30th. i •uarterly Monthly rpts submitted no later than end of following calendar month Due the 30th of each month for the preceding month onthly Due the 15th of each month for the preceding month. List of any request for service logged on automatic service request program,sorted by complaint category. I.e. Contractor provides City with copies of missed pick up,late pick up,debris left In street,can missing etc. Complaints shall complaints include resolution&when the compaint was received and resolved. entity Contractor shall remit the residential AB in concert with quarterly billings. Checks shall be submitted to the City no later than the 939 fees 15th of Jul ,Oct,Jan,&A pril 0 uarterly EDIZIfet AT �- a n •silE1 iiliNG Z v-a ( t o :ls t igi „a1,aqW.« U xM, elli itig.al1iil4 '1 gj._§ traiallta.f4 g Additional language revisions or new items Collections are on both sides of the 1 roadway,same day pick up. Unless otherwise approved&scheduled by the PWSD n/a $1.00/unit for MF complexes between 2- No Charge unless complex is provided with containers. Must have In place no at 2 6 units than Nov.1,1999 onthiy • City agrees to acknowledge that implementation of franchise fees may be passed 3 Franchise fee directly on to the customer by the Contractor. onthl Contractor shall pay the City reasonable expenses for attorneys'fees and staff time 41Service Agreement Transfer fee of related to the transition of service-providers including time related to follow-up after $ 50,000 transfer is completed. o e-time fee I Contractor shall collect recyclable materials deposited at 11 City Parks and Facilties in 5 C' Park Rec cline collection concurrence with the exisiting refuse collection schedule at these faciities. Week 1WMI Representatives Mike Stephan shall remain the contract manager for the term of this agreement,unless (Contract Manager otherwise a••roved b the Cil . 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 ;' A Cellular phone shall be provided to WMI's field representative for the term of this Field Superintendent agreement. n/a After 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 Emergency After hour contact numbers agreement. n/a 1"RRi•iJ•LIJI i�•/VI 11 r••�♦ .w r . • _ ,v •r•7,—••,. T ..y.�`�... •fir:K3rti•. •?r�j;T� •4•_�`p�-\.V:.��'�f.:Y��'.ttd.?,.-t �Y "t4 .m•• ......,z-,v .t.y:ZTI'l.- us u+,�'�n._ a- l'•?s.,x ;.1: .4.7, :� ;<ai: ;l- ;ya'-ti 4;yis • '-'s' ,�f ; 1�ffi �� �r S,zs.r� tt I,i ��.�{ 111 z i o °� ,� � .;',..%.,,, r •c ,.�'djlco!>,�� Ig�L,Z�e!■rprh, �u}f'1,.e va.:;-�.1� @ �t:Z't <._;F -�."��t.x:T� ,*:�T.r.t t` a 1g/�'• fs,„,,,!..•..,1W.,...:: n,, X ,1`,. f" ...k, d.".a.+t.. cEir.a.....z_..,c__`. THIS C'ER11FICATE I IUBD AS A MATTER OF I F•RMATION ONLY AND CONFI NO RIGHTS UPON THE ' 'TIPICATE EMAR GROUP, INC. HOLDER.'THIS CERTIFICATE DOES NOT AMEND. END OR _ ° 364 EISEHHOWER PARKWAY ALTER THE COVERAGE AFFORDED BY THE POU =• BELOW. L I V I NGSTON, NJ 0/039 COMPANIES AFFORDING CovERAGE COMPANY 973-894-3131 A RELIANCE NATIONAL INDEMNITY sumo COMPANY WASTE MANAGEMENT B TRANSCONTINENTAL INS CO OF SAN GABR IEL/POMONA VALLEY coMPANY 13940 EAST LIVE OAK AVE C BALDWIN PARK, CA 51705 MANY D N t .1Vn.My,a 4S2ik`r` G Y.�<q�!- �"1 yam. ��a d-1 ! .�b� 1�Si x: •� p� : �jrr °T e' ,'�rTt c'atiK° .:�p:nd;�4'^'t7'rc. i*E 3ig`i' '.f3gig-rl •� A,Cisr ir.M A iO4t�-3 .5`:°•..sa..,<>c a w. . lit. ..i3° � .f l' J y ?w r4wfip%b ti, :':?<#s }t �eC°.t .x`.. > „+>,'.1. t.. 11>[3'......tt: g THISISTOCERTIFYTHATTHEPOLiCIESOFl NSURANCELISTEDOE.LOWHAVEBEENIBSUEDT0 THEINSUREDNAMEDADOVEFORTHEPO CYPERIOD INCICATEP.NOTWITHSTANDINGANYCISOUI LEMENT,TERMORCOMMONORANYCONTRACTOROTNERDOCUMENTWITHRESPECTT•'WHICHiTHIS CERTIFICATE MAY REISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN tS SUBJECT TOALL + TERNS, EXCLUSIONS AND COMP 10 : OF SUCH POLICIES.UNITS SHOWN MAY HAM BEEN REDUCED Y EYp Y PAID CLAIMS. fia nPEDpDIWAANDN Mier PAMPER DATEDIANDWYY! DATE OsOMPINTTI . DINERAT•TMANLITY DENERAL ASORElATE © 2000000 FCOGUAWUTY NGB 0149791-00 11/01/9e 1101100 PRODUCTS-COMP/OP ADO EN 2000000. aAIMS MAog© OcaR PRSONAL. I ADP IMAM © 000000 OMICONTRACTORSPROT ECH OC9RR la © 000000 F1RE DALCAone ntA)© 1000000 ILA µED Elrp(My ono parson) allMIIIMI AUTOMDpLIUMMITY COMAINEO OINOLE UIJIT v © ANY AUTO NKA 0142779-00 11/01/2e 1/01►00 � BacILY INJURY El ALL OWNED AUTOS )per Palen) NI scrionnm Auras ■SIRED AUTOS • NON•OWNEO IUTOS NKA 0149780-00(TEXAS) ■ PROPERTY DAWDE $ AUTO ONLY•EA ACCIDENT©� ODER THAN AUTO Ott-T: IMINIIIMIIIII EACH ACCIDENT AGGREGATE EACH OcR Q 25.0• •00 plMUD LLLawry at © UMBRELLA FOY.I CPU 1870463 42 11/01/99 1101100 AGGREGATE 26000000 ■OT1ER 1WN UMERILLA FORM © STATUTORY LIMITS WOMUIO000P1w1ATT0NANP EACH AC-STORY E 1000000 imonnill A EMILOYER0•LIANLIIY A 0151592-00 1/01/89 1101100 THE PROPRIETOpI Yf INR DISEASE•POt.ICY'LIMIT E 1000000 OF CUTWE Dl$EASE•I:M?1a1PLOYF E 1000000 OFFICDRS AFI>z � �0. OTNRR 11111111111111111 1.1 DuDNIPTICN OF O •ATIO LOCAT ONINFII1.ebIllPi- RPSSo CITY of ARCADIA IS AN ADDITIONAL INSURED AS RESPECTS THE ABOVE GENERAL • LIABILITY POLICY. y� Eim .ogtit°• 7 •f 4,, 5` p 4 e r.i'.•T#� P�°°,,tl14';? e,.''., f st...�a, 'r.j4 ,€r�"i ty4,'?NS s r:=7:777,1"..=,..r � "a�t.a4. '' 5�.. �, ® NN THY WOMB ANY OF THE WYE ors r,.R ,J Iola"ON UYPmAT1DN DATA T ER.CF /�M*AIIY y O�TO MAL 20 NATO WRITTEN N? � �.1 n••TO DM LIFT, • CITY of ARCAA I A � � ���'�,,.•,;p LNlen.n•Y 240 W. HUNTINGTON OR. NUTTtl>.0 TnTAAe.iU A...�`-•. • "lie op ANY Kaan UPON •1 CamPANY, •MTN ON .,LL�� ' ARCADIA, CA 91006 Amman=R= •-ms ATIVU r•, ''.''` '' ' • • - 100000515 • r .4l 9; tia »•° ?-,' shy Y b '•S:e1C v. .. ..; ` '.M4.�..7"$y,„.9.W. +,: * ,!'7.i: "bi.D.u.dwx.IL. o;�e✓al ;`4 e -,..11,11r. • 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 Secretary .:•4 !:,,‘,1:- ,w. ENDORSEMENTS TO INSURANCE POLICY RELIANCE NATIONAL INDEMNITY Name of Insurance Company NGB 0149781-00 Policy Number 11/01/98 to 01/01/00 Effective 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 s all not affect any recovery to which such additional insured w•uld be entitled under this policy if not named as such additi.nal insured, and 2. The additional insured named herein shall not be held li_ble 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 reaso 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 uch 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 exp-nse covered by the insurance which is referred to by his certificate. It is agreed that the City of Arcadia, its officers and employees, are included as Additional Insured. i' —, •r' "iz-d Insu ance Agent