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Attachment 4
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<br />Proposal Summary – CR&R INCORPORATED
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<br />February 9, 2021 4 ‐ 7 City of Santa Ana
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<br />2. Article 6.5 Extraordinary Adjustments
<br />CR&R proposes to remove the phrase “changes in the market value of Recyclables from the values assumed in
<br />Contractor’s Proposal,” in the first paragraph of this Article. The current value of Recyclables is a snapshot of the
<br />market in time and subject to volatility outside of the Contractor’s control. Should such changes be deemed
<br />extraordinary, CR&R proposes the inclusion of an opportunity to bring a request before the City Council.
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<br />CR&R also proposes the addition of “and may include a change in law” as a change that could reasonably warrant an
<br />Extraordinary Adjustment request.
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<br />CR&R further proposes the removal of the word “not” and addition of the phrase “at the City’s Council’s sole
<br />discretion” to the end of the first paragraph, so that the City Council is not precluded from making a retroactive
<br />adjustment if, in their sole discretion, one is warranted.
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<br />6.5 Extraordinary Adjustments
<br />Contractor or City may request an adjustment to maximum rates at reasonable times other than that
<br />allowed under Section 6.3 in the event of extraordinary changes in the cost of providing service under this
<br />Agreement. Such changes shall not include changes in the market value of Recyclables from the values
<br />assumed in Contractor’s Proposal, inaccurate estimates by the Contractor of its proposed cost of
<br />operations, unionization of Contractor’s work force, or change in wage rates or employee benefits and may
<br />include a change in law. Contractor may request an extraordinary adjustment based on changes in a direct
<br />per ton fee assessed at the Disposal Site by federal, state or local regulatory agencies after the effective
<br />date. Extraordinary rate adjustments shall only be effective after approval by City Council in compliance
<br />with California Constitution Article XIIID (Proposition 218) and the Proposition 218 Omnibus
<br />Implementation Act (Govt. Code Sections 53750 et. seq.) and may not be applied retroactively at the City
<br />Council’s sole discretion.
<br />3. Article 9.1 Indemnification
<br />CR&R proposes the following changes to the first paragraph of Article 9.1:
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<br />9.1 Indemnification
<br />To the maximum extent permitted by law, and without regard to the limits of any insurance coverage,
<br />Contractor agrees to indemnify, defend with counsel appointed by the City, protect and hold harmless
<br />the City, its representatives, officers, agents and employees against any and all fines, response costs,
<br />assessments, actions, suits, injunctive relief, claims, damages to persons or property, losses, costs
<br />penalties, obligations, errors, omissions or liabilities, (“claims or liabilities”) that may be asserted or
<br />claimed by any person, firm or entity arising out of or in connection with (i) violations of the commerce
<br />clause of the U.S. Constitution, AB 939, the Comprehensive Environmental Response, Compensation and
<br />Liability Act, Title 42 U.S.C. §9601 et seq. (“CERCLA”), HSAA, RCRA, any other Hazardous Waste laws,
<br />other federal, state or local statutes or regulations, or municipal ordinances, which arise from, challenge
<br />any validity of, or relate to the award of, this Agreement; (ii) the negligent performance of the work or
<br />services of Contractor, its agents, employees, subcontractors, or invitees, provided for in this
<br />Agreement; (iii) the negligent acts or omissions of Contractor hereunder, or arising from Contractor's
<br />negligent performance of or failure to perform any term, provision, covenant or condition of this
<br />Agreement, whether or not there is concurrent passive or active negligence, on the part of the City, its
<br />representatives, officers, agents or employees but excluding such claims or liabilities arising from the
<br />sole negligence or willful misconduct of the City, its representatives, officers, agents or employees, who
<br />are directly responsible to the City, (iv) actions or proceedings to attack, set aside, void, annul or seek
<br />monetary damages resulting from an approval by the City of this Agreement, including but not limited to
<br />any challenge brought by referendum or under Proposition 218 (Calif. Const. Art. XIIID) to challenge the
<br />City’s entry into this Agreement or the setting of Solid Waste rates as set forth in this Agreement; and in
<br />connection therewith:
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<br />4. Article 9.3 AB 939 Indemnification and Guarantee
<br />CR&R proposes the following changes to the first two paragraphs of Article 9.3:
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