SECOND AMENDMENT TO AGREEMENT BY AND BETWEEN THE COUNTY OF SANTA CLARA AND WASTE MANAGEMENT SERVICES

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1 County of Santa Clara Office of the County Executive Procurement Department 2310 North First Street, Suite 201 San Jose, CA Telephone Fax SECOND AMENDMENT TO AGREEMENT BY AND BETWEEN THE COUNTY OF SANTA CLARA AND WASTE MANAGEMENT SERVICES This is the Second Amendment to the Agreement between the County of Santa Clara ( County ) and Waste Management Services ( Contractor or Supplier ) entered into on August 9, 2013 to provide landfill waste services for the County. On August 25, 2015, the Board of Supervisors approved this Amendment to the Agreement. On July 20, 2015, Waste Management noticed that their name was incorrect on the Agreement and they requested the correction of their name to reflect the two separate landfill entities. Therefore the Agreement is now between Waste Management, Inc. (on behalf of: 1. Guadalupe Rubbish Disposal Co., Inc. and 2. Waste Management of California, Inc. (dba Kirby Canyon Landfill)) and the County. The parties now desire to substitute Waste Management, Inc. (on behalf of: 1. Guadalupe Rubbish Disposal Co., Inc. and 2. Waste Management of California, Inc. (dba Kirby Canyon Landfill)) for Waste Management Services or Waste Management, Inc. for all obligations, duties and rights from the date of this Amendment forward. This Agreement is amended as follows effective August 25, 2015: 1. AGREEMENT TERM is revised to read: This Agreement commences on August 9, 2013 and expires on January 31, 2018, unless terminated earlier or otherwise amended." Approved: 08/25/ SUPPLIER is revised to read: Waste Management, Inc. (on behalf of: 1. Guadalupe Rubbish Disposal Co., Inc. and 2. Waste Management of California, Inc. (dba Kirby Canyon Landfill)) Attn: Omar Numair Guadalupe Mines Road San Jose, CA TOTAL AGREEMENT VALUE is revised to read: Contractor is entitled to reimbursement for actual allowable expenditures subject to the provisions of this Agreement, not to exceed the amount of $1,000,000, which represents an increase of $650,000 from the prior not to exceed amount of $350, Replace APPENDIX A 1, RATE STRUCTURE INBOUND MATERIALS with APPENDIX A 2, RATE STRUCTURE INBOUND MATERIALS attached hereto and incorporated herein by this reference. 5. Replace APPENDIX B, SCOPE OF SERVICES with APPENDIX B 1, SCOPE OF SERVICES attached hereto and incorporated herein by this reference. Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Ken Yeager, S. Joseph Simitian County Executive: Jeffrey V. Smith

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3 APPENDIX A-2 RATE STRUCTURE INBOUND MATERIALS Rate Structure for Inbound Materials 1. Kirby Canyon Landfill 910 Coyote Creek Golf Drive, Morgan Hill, CA Telephone: (408) Line # Description Price Unit of Measure 1 Household Trash (mixed debris) $74.57 Per ton 2 Composition Roofing Material $74.57 Per ton 3 Construction & Demolition Material $67.15 Per ton 4 Bulk Roofing Material (wood shakes) $67.15 Per ton Greenwaste (tree trimmings, wood chips, etc. $27.93 Per ton 5 no palm, ivy or sod) 6 Wood/lumber (unpainted & untreated) $24.45 Per ton Concrete/Asphalt/Brick/Rock/Tile Roofing clean $17.63 Per ton 7 (less than 24 in any dimension) 8 Soil (must be preapproved prior to disposal) $26.27 Per ton Treated Wood pressure or chemically treated $85.22 Per ton 9 (1/2 ton minimum charge) 10 Electronic Waste (T.V s. Computers, etc.) accepted at no charge $0.00 Per ton Other Materials 11 Passenger Car Tires $20.00 Each 12 Truck/Tractor Tires $45.00 Each Carpet or Carpet Padding more than 12 in $20.00 Each 13 diameter & 6 in length 14 Stuffed (cushioned) Furniture (sofas, recliner, etc.) $20.00 Each Mattresses and Box Spring Mattresses with $20.00 Each 15 Springs Appliances without Freon (washers, dryers, $20.00 Each 16 heaters, etc.) 17 Appliances with Freon (refrigerators, air conditioners, water coolers, etc.) $35.00 Each Between the County of Santa Clara and Waste Management Page 3 of 10

4 RATE STRUCTURE INBOUND MATERIALS (Continued) 2. Guadalupe Recycling & Disposal Facility Guadalupe Mines Road, San Jose, CA (408) Line # Description Price Unit of Measure 1 Household Trash (mixed debris) $60.02 Per ton 2 Composition Roofing Material $60.02 Per ton 3 Bulk Roofing Material (wood shakes) $39.19 Per ton 4 Construction & Demolition $55.79 Per ton 5 Concrete/Asphalt/Brick/Rick/Tile Roofing: less than 24 in any dimension $20.58 Per ton 6 Soil All soil must be approved prior to disposal $26.57 Per ton 7 Treated Wood pressure or chemically treated (1/2 ton minimum). All treated wood must be approved prior to disposal $75.47 per ton 8 Wood (not painted or treated with chemicals) $24.23 Per ton 9 Greenwaste $31.75 Per ton 10 Electronic Waste (T.V s, Computers, etc.) accepted at no charge $0.00 Each Other Materials 11 Passenger Car Tires $21.00 Each 12 Truck/Tractor Tires $47.50 Each 13 Carpet or Carpet Padding more than 12 in diameter & 6 in length $21.00 Each 14 Stuffed (cushioned) Furniture (sofas, recliner, etc.) $21.00 Each 15 Mattresses and Box Spring Mattresses with Springs $21.00 Each 16 Appliances without Freon (washers, dryers, heaters, etc.) $21.00 Each 17 Appliances with Freon (refrigerators, air conditioners, water coolers, etc.) $37.00 Each Price does not include Environmental Fee of $16 per load; Adjustable Fuel Surcharge of 5.67% (as of 7/2/15, changes weekly based upon DOT s Fuel Index); and Regulatory Cost Recovery fee of 3.6%. Between the County of Santa Clara and Waste Management Page 4 of 10

5 APPENDIX B-1 SCOPE OF SERVICES Section I Rate Determination Contractor shall provide landfill waste disposal services for County. Rate Structure for Inbound Materials is in Appendix A-2. Price adjustments may occur during the five-year agreement term based on changes to the Consumers Price Index (CPI) as reviewed in January of each year (see Price Adjustments below). Price adjustment request is to be in writing and include related CPI information and adjustment analysis. Price Adjustments: Contractor may adjust the per unit rate structure for inbound materials listed on Rate Structure by providing County thirty (30) days written notice. Commencing January 1, 2016 and thereafter on each January 1 that this Agreement is in effect, including any extension years, rates stated above may be increased or decreased by 100% of the change in the value of the All Urban Consumers Index (CPI-U), All Items, for the San Francisco-Oakland-San Jose, CA, Base Period = 100, not seasonally adjusted, compiled and published by the U. S. Department of Labor, Bureau of Labor Statistics (or its successor) for the previous December and its value twelve months before. In the event that any government agency imposes upon Contractor any additional regulations or fees which result in additional expenses, charges, fees, or taxes to Contractor and which relate specifically to the services provided, prices may be adjusted during the annual price adjustment review and analysis in January. Any other modifications to the Rate Structure are prohibited, unless Contractor obtains the prior express written consent of County. Section II Program Services 1. Contractor shall maintain an approved landfill or transfer facility in accordance with County and State regulations and zoning codes to receive the type of County waste categories as listed in Appendix A. Contractor shall provide the necessary personnel, services, equipment and material to provide landfill waste disposal services, as detailed in Appendix A-2 and Appendix B-1 Section I in accordance with the terms and conditions stated in this agreement. Contractor agrees to perform the work set forth in the Scope of Services which is described below. 2. Contractor shall accept refuse and other roadside trash picked up by County personnel alongside County Road ways trucked to Contractor s landfill site in accordance in accordance with the terms and conditions stated in this Agreement. 3. The contract is to be used as a master agreement against which the using department shall issue subordinate purchase documents (referred to as, contract release purchase orders) based on the pricing, terms, and conditions of this agreement. 4. Hours of Operation: Contractor must have standard hours of operation during the week and on weekends available for County personnel to dump refuse. Hours of operation are: Guadalupe: Monday to Saturday: 8 am to 4 pm Kirby Canyon: Monday to Friday: 7 am to 4 pm; Saturday 7 am to 1 pm. Check hours for Thanksgiving, Christmas Eve, New Year s Eve. Closed: Sundays, Christmas, and New Year s Day. Between the County of Santa Clara and Waste Management Page 5 of 10

6 5. County Delivery: 5.1 County trucks will dump refuse as needed. No minimum contract amounts will be required. 5.2 Contractor shall weigh all solid waste received at the landfill. Upon entry to the landfill site by a County truck, truck shall be weighed and a weigh ticket shall be provided to the driver of the vehicle. Contractor shall maintain scales of sufficient size and quality to accurately weigh waste entering the landfill and exiting the landfill. 5.3 A written Contract Release Purchase Order will be issued to the Contractor by the County Department for the amount on the weigh ticket when the invoice is received. 5.4 Contractor shall make all reasonable efforts to allow County vehicles to deliver their loads and depart immediately without delay. If delays occur, Contractor and County shall make reasonable efforts to resolve the situation minimizing delays. 6. Weights and Measures 6.1 Contractor shall maintain scales of sufficient size and quality to accurate weigh solid waste entering the landfill sites and empty vehicles exiting the Landfill sites. Contractor shall update tare weights annually. Contractor shall have the scales checked and certified by a service agency registered with the State of California Department of Food and Agriculture. Contractor shall have scales inspected by local Weights & Measures officials every six (6) months. If during the six (6) month interval, Contractor s scales were determined not to be accurate by local Weights & Measures officials, then Contractor shall have its scales checked at minimum every three (3)months until deemed accurate by local Weights & Measures officials. Between the County of Santa Clara and Waste Management Page 6 of 10

7 APPENDIX C-1 INSURANCE REQUIREMENTS (B-2) Indemnity The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter County ), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Contractor s indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder s alphabetic and financial size category rating of not less than A-V, according to the current Best s Key Rating Guide or a company of equal financial stability that is approved by the County s Insurance Manager. C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. Between the County of Santa Clara and Waste Management Page 7 of 10

8 D. Insurance Required 1. Commercial General Liability Insurance for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $ 1,000,000 b. General aggregate - $2,000,000 c. Products/Completed Operations aggregate - $ 2,000,000 d. Personal Injury - $ 1,000, General liability coverage shall include: a. Premises and Operations b. Products/Completed c. Personal Injury liability d. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement, which shall read: County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements. 4. Automobile Liability Insurance For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. Between the County of Santa Clara and Waste Management Page 8 of 10

9 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement). For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft. 5. Workers Compensation and Employer s Liability Insurance E. Special Provisions a. Statutory California Workers Compensation coverage including broad form all-states coverage. b. Employer s Liability coverage for not less than one million dollars ($1,000,000) per occurrence. The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the county upon satisfactory evidence of financial capacity. Contractor s obligation hereunder may be satisfied in whole or in part by adequately funded selfinsurance programs or self-insurance retentions. 3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. 4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to fund received or disbursed under this Agreement, or authorized to sign Between the County of Santa Clara and Waste Management Page 9 of 10

10 or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of the County. Between the County of Santa Clara and Waste Management Page 10 of 10