Item 20 - Solid Waste Services Proposers

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RFP No. 20-097 - Collection and Handling of Solid Waste Generated, Produced and/or Accumulated in the City of Santa Ana 30 customer locations, requests to modify the recyclables to be collected, or requests to modify Contractor’s diversion requirement. Allowing this would facilitate healthy discussions about these issues, which would foster a continued good partnership. Further, the time for bringing the matter forward has been extended to be consistent with Section 11.8 where the City can claim a breach by Contractor. Section 12.7, (first sentence) – Contracting or Subcontracting This Agreement, or any portion thereof, shall not be Agreement services taking place within the City shall not be subcontracted except with the prior written consent of the City, which consent shall not be unreasonably withheld. Rationale: This provision is overly broad as it may capture vendors that have no physical presence in the City, such as uniform laundry services or mailing services. This revision provides for City approval where there is a direct potential impact to the City. Section 12.21 – Proprietary Information, Public Records The City acknowledges that a number of the records and reports of the Contractor are proprietary and confidential. Contractor is obligated to permit City inspection of its records on demand and to provide copies to City where requested where not feasible to review the records at Contractor’s local office. City will endeavor to maintain the confidentiality of all proprietary information provided by Contractor. Notwithstanding the foregoing, any documents provided by Contractor to City that are public records may be disclosed pursuant to a proper public records request. Upon receipt of a valid public records request, City shall promptly notify Contractor of said request and, if Contractor elects to pursue legal action to prevent disclosure of any Contractor records and reports, City shall reasonably cooperate in said defense. City may, but shall not be obligated to, file legal action on its own behalf to prevent disclosure of such records and reports. At such time as City receives a request for Contractor’s records under the California Public Records Act (“CPRA”) or Federal Freedom of Information Act (“FOIA”) or a subpoena or other court order requesting disclosure of Contractor’s records, City will promptly notify Contractor of the request, subpoena or order and of City’s obligation and intent, where applicable, to provide a response within ten (10) calendar days. Contractor shall within five (5) calendar days either: (i) consent in writing to the disclosure of the records; (ii) require that City assert the Contractor identified exceptions to disclosure under the CPRA or FOIA; or (iii) seek and obtain, at Contractor’s sole cost and expense, the order of a court of competent jurisdiction staying or enjoining the disclosure of the Records, and City shall provide reasonable cooperation to Contractor. Rationale: These revisions make this section consistent with Section 8.5, which makes a review of Contractor’s records at its local office the preferred method for City record reviews. These revisions also establish a more detailed procedure to address requests to review Contractor’s records, in addition to providing more clarity and certainty between City and Contractor. Exhibit 4, Section 3, (third paragraph) – Waivers The Guarantor hereby waives and agrees to waive at any future time at the request of the City to the extent now or then permitted by Applicable Law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice the Guarantor, performance or compliance herewith is waived; (b) any other of any provision of its Agreement indemnification with respect to Owner’s obligations under the Agreement or any security therefore is released or exchanged in Attachment 6 6 - 15