Bell City Council
September 25, 2024

Agenda
Regular Meeting of the
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/ Bell Public Finance Authority Wednesday, September 25, 2024
5:
00 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION
BEL

L COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201
Ali Saleh
Mayor
M
onica Arroyo Francis Flores
Vice-Mayor Council Member
A
na Maria Quintana
Alicia Romero
Council Member Council Member

Welcome to the City Council Meeting

The Bell City Council and staff welcome you. This is your City Government.

Individual participation is a basic part of American Democracy and all Bell residents are encouraged to attend meetings of the City Council. Regular City Council meetings are held the second and fourth Wednesday of the m onth at 7:00 p.m., Bell Community Center, 6250 Pine Avenue. For more information, you may call City Hall during regular business hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

City Council Organization

There are five City Council members, one of whom serves as Mayor and is the presiding officer of the City Council. These are your elected representatives who act as a Board of Directors for the City of Bell. City Council members are like you, concerned residents of the community who provide guidance in the operation of your City.

Addressing the City Council

If you wish to speak to the City Council on any item which is listed or not listed on the City Council Agenda, please complete a Request to Speak Card available in the back of the City Council Chambers. Please submit the completed card to the City Clerk prior to the meeting. The Mayor will call you to the microphone at the appropriate time if you have filled out a Request to Speak Card. At that time, approach the podium and please clearly state your name and address, and proceed to make your comments.

Compliance with Americans with Disabilities Act

The City of Bell, in complying with the Americans with Disabilities Act (ADA), request individuals who require special accommodation(s) to access, attend, and or participate in a City meeting due to disability. Please contact the City Clerk’s Office, (323) 588-6211, Ext. 2615, at least one business day prior to the scheduled meeting to ensure that we may assist you.

Statement Regarding Compensation for Members of the Bell City Council

Compensation for the members of the Bell City Council is $673 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the following regular meetings: Successor Agency to the Bell Community Redevelopment Agency, the Bell Community Housing Authority, the Bell Public Finance Authority, the Bell Surplus Property Authority, and the Bell Solid Waste Authority.

Meeting of the
Bell City Council and Related Agencies
September 25, 2024

REGULAR JOINT MEETING OF THE
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/Bell Public Finance Authority S
eptember 25, 2024
5:
00 P.M. Closed Session
7:00 P.M. Regular Meeting
Locat
ion: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

Call
to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Councilmembers Flores, Quintana, Romero, Vice-Mayor Arroyo, and Mayor Saleh C
ommunications from the Public on Closed Session Items
Thi
s is the time for members of the public to address the City Council and related Authorities and Agencies only on items that are listed under Closed Session.

C
losed Session
The C
ity Council and the related Authorities and Agencies will recess to closed session to confer with legal counsel regarding the following matters:
a. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6400 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
b. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 7030 Atlantic Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determi
ned
c. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4400-4410 Gage Avenue, Bell CA 90201

MEETING WILL BE HELD IN-PERSON AT THE BELL COMMUNITY CENTER PUBLIC COMMENT: If you wish to make a comment on items listed on the agenda, you may attend the meeting in- person at Bell Community Center. Please complete a Request to Speak Card available in the location and wait until the mayor call s you to approach the podium. Please clearly state your name and address and proceed to make your comments .

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, September 25, 2024.

Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

The meeting will be recorded and live streamed on the City’s website at http://www.cityofbell.org/?NavID=101 Meeting of the
Bell City Council and Related Agencies
September 25, 2024
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
d. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 4773-4777 Gage Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
e. C
ONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 6629 Pine Avenue, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Negotiating parties: To be Determined
f. CO
NFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, A
gency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Police Officers Association (BPOA) g. CO
NFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, A
gency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell City Employee Association (BCEA) h. CO
NFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6, A
gency designated representatives: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney) Employee Organization: Bell Executive Management Association (BEMA)
R
econvene Regular City Council Meeting
C
all to Order
R
oll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Arroyo, Flores, Romero, Saleh, and Quintana
P
ledge of Allegiance
C
ity Attorney Report
T
he City Attorney will report out on any action(s) to be taken by the City Council/Agencies on Closed Session matters.

P
resentations and Recognitions
a. S
ummer Concert Sponsors Recognition
b. Proclamation declaring the month of October as Breast Cancer Awareness Month C
ommunications from the Public
Thi
s is the time members of the public may address the City Council and related Authorities and Agencies on items that are on the agenda and on non- agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. (Each speaker is limited to three minutes)
Meeting of the
Bell City Council and Related Agencies
September 25, 2024
Mayor and City Council Communications
P
ursuant to Assembly Bill 1234, this is the time and place to provide a brief report on meetings, seminars and conferences attended by the Mayor and City Councilmembers.

C
ity Manager Report
I
n this portion of the agenda, the City Manager will provide a brief report on items of interest to the City Council and/or the community.

P
ublic Hearing(s)
The f
ollowing item has been posted as a Public Hearing as required by law. The Mayor will open the Public Hearing(s) to receive public testimony only on the item(s) listed under this section.

1. P
ublic Hearing for the Consideration of Proposed Solid Waste Rate Adjustment and Adoption of Resolution 2024-36. Approval of “Amended and Restated Exclusive Franchise Agreement for Comprehensive Solid Waste Services” (“Restated Agreement”) to take effect October 1, 2024.

R
ecommendation: It is recommended that the City Council take the following actions:

1. Open the public hearing as required by Proposition 218;

2. T
ake public testimony and accept any additional written protests and consider all evidence and testimony presented;

3. C
lose the Public Hearing, and the Mayor shall ask the City Clerk to provide a count of all written protests received; and

4. R
ead by title only, waive further reading and adopt Resolution No. 2024 -36 adopting solid waste rates to be effective October 1, 2024, with attendant approval of the Restated Agreement (see Attachment 1
, with the Restated Agreement being attached thereto as Exhibit B to Resolution No. 2024-36). Provided there is no “majority protest” (50% + 1 of all parcels) against the proposed rate adjustment.

B
usiness Session

2. A
pprove the sale of Bell Community Housing Authority property located at 6502-06 Flora A
venue. (Bell Community Housing Authority)
R
ecommendation: It is recommended that the Bell Community Housing Authority:

1. A
pprove the sale of property located at 6502-06 Flora Avenue; and

2. R
ead by title only, waive further reading and adopt Resolution 2024-42 titled:

A RE

SOLUTION OF THE BELL COMMUNITY HOUSING AUTHORITY
AUTHORIZING THE SALE OF PROPERTY LOCATED AT 6502- 6506

FLORA AVENUE IN THE CITY OF BELL

Meeting of the
Bell City Council and Related Agencies
September 25, 2024

3. Consideration to approve an Agreement with EV Charging Solutions, Inc. (EVCS) for the Construction and Acquisition of Electric Vehicle Charging Stations at City Hall, Community Center, and the Bell Library. (City Council)

Recommendation: It is recommended that the City Council take the following actions:

1. Approve an agreement with EV Charging Solutions, Inc. to participate in the “Charge Ready Charging Infrastructure and Rebate” program which includes the construction of necessary electrical infrastructure and equipment necessary for electric vehicle charging stations at City Hall, Community Center, and the Bell Library; and

2. Authorize the City Manager, or designee, to approve the agreement and any amendments, subject to review and approval from the City Attorney.

4. Demolition of Buildings and Site Clearance 6400 Atlantic Avenue (Southeast Corner of Atlantic Avenue and Gage Avenue) – Award of Construction Contract. (City Council)

Recommendation: It is recommended that the City Council:

1. Award a construction contract in the amount of $188,600 to Interior Demolition, Inc. for the Demolition of Buildings and Site Clearance at 6400 Atlantic Avenue, Bell, CA. 90201

2. Authorize the City Manager to execute change orders to the project in a total amount not to exceed $18,860 (ten percent of the bid amount) for any necessary additional work.

5. Approve a New Agreement with Tierra West Advisors, Inc for Successor Agency Administrative Services as required by HSC Section 34177(l) that requires the Successor Agency to annually prepare a Recognized Obligation Payment Schedule (ROPS) showing all the obligations of the former Redevelopment Agency and the sources of funds for repayment. (Successor Agency)

Recommendation: It is recommended that the members of the Board approve a Professional Service Agreement with Tierra West Advisors, Inc. to continue Successor Agency Administrative Services including preparation of the annually required Recognized Obligation Payment Schedule (ROPS) from July 1, 2024 to June 30, 2025, with two (2) one- year extension.

6. Professional Service Agreement with Tierra West Advisors, Inc. (“Tierra West”) to prepare and conduct annual housing reports. One for the Housing Authority Annual Report and one for the Housing Successor Annual Report. Reports will be completed for the following four (4) fiscal years of the Housing Authority and Housing Successor for FY 2020- 2021, 2021- 2022, 2022-2023, 2023-2024 (“FYs 2020-2024"). (City Council)

Recommendation: It is recommended that the City Council approve the Professional Service Agreement with Tierra West to prepare Annual Housing Reports.

Consent Calendar

The following Consent Calendar items are expected to be routine and non -controversial. They are acted upon by the City Council and related authorities at one time without discussion. The reading of the full text of ordinances and resolutions will be waived unless a Councilmember requests otherwise.

Meeting of the
Bell City Council and Related Agencies
September 25, 2024
Recommendation: Approve agenda items 7 through 9.

7. It is recommended that the City Council read by title only, waive further reading and adopt Resolution No. 2024-43 titled:

A RESOLUTION OF THE CITY OF BELL PROPOSING AN

AMENDED CONFLICT OF INTEREST CODE FOR THE CITY TO

ADD AND AMEND CERTAIN DESIGNATED EMPLOYEES AND

OFFICIALS, AND TO AMEND ITS DISCLOSURE CATEGORIES

8. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants of September 25, 2024. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

9. Minutes for the Regular City Council Meetings of August 28, 2024, and September 11, 2024, and Special City Council Meeting held on July 16, 2024. (City Council)

Pending Items – None

Next Regular Meeting, Wednesday, October 9, 2024

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted September 22 , 2024 at least seventy-two (72) hours prior to the meeting as required by law.

__________________________
Angela Bustamante, City Clerk

REGULAR MEETING OF THE
BE

LL CITY COUNCIL AND RELATED AGENCIES
S
eptember 25, 2024
5:00
P.M. Closed Session
7:00 P.M. Regular Session
I
NDEX
A
genda Category Item Number Page Numbers
C
LOSED SESSION a – h
AG
ENDA & INDEX 1-8
P
UBLIC HEARINGS 1 9-132
B
USINESS SESSION 2 133-171
3 172-193
4 194-244
5 245-312
6 313-354
CO
NSENT CALENDAR 7 355-363
8 364-442
9 443-460
AGENDA ITEM 1
1 City of Bell
Agenda Report
D
ATE: September 25, 2024
TO
: Mayor and Members of the City Council
F
ROM: Javier Ochiqui, Assistant to the City Manager
Lona Laymon, Deputy City Attorney
David Davis, MSW Consultants
APPR
OVED Michael L. Antwine II (e-signature)
BY: ________________________________________
Michael L. Antwine II, City Manager
SU
BJECT: Public Hearing for the Consideration of Proposed Solid Waste Rate Adjustment and A
doption of Resolution 2024- 41. Approval of “Amended and Restated Exclusive Franchise Agreement for Comprehensive Solid Waste Services” (“Restated Agreement”) to take effect October 1, 2024
RECOMMENDATION:

I
t is recommended that the City Council take the following actions:

1. Open the public hearing as required by Proposition 218;

2. Tak
e public testimony and accept any additional written protests and consider all evidence and testimony presented;

3. C
lose the Public Hearing, and the Mayor shall ask the City Clerk to provide a count of all written protests received; and

4. R
ead by title only, waive further reading and adopt Resolution No. 2024-41 adopting solid waste rates to be effective October 1, 2024, with attendant approval of the Restated Agreement (see Attachment 1, with the Restated Agreement being attached thereto as Exhibit B to Resolution No. 2024-41). Provided there is no “majority protest” (50% + 1 of all parcels) against the proposed rate adjustment
BACKGROUND:

The C
ity Council has previously determined the collection and disposal of refuse in the City is a service to be performed by a private company under an exclusive franchise agreement.

Consolidated Disposal Service LLC (dba “Republic”) has provided the City’s solid waste and recycling services since July 1, 2012, pursuant to an “Exclusive Franchise Agreement”.

R
ates for refuse and recycling services are charged to commercial and residential customers by Republic, and citizens are required to subscribe to such services. ( See, e.g., BMC § 8.24.090 [“The owner, occupant, or other person responsible for the day-to-day operation of every property in the city shall make arrangements with the city, another local agency approved by the city, or a contractor franchised or licensed by the city for the collection of refuse, recyclable materials and

AGENDA ITEM 1
2 compostable materials. . .”].)
A
lthough the Council has not been presented with an adjustment in refuse service rates since 2022, the State CalRecycle Department has imposed sweeping and costly new mandates and obligations upon the solid waste collection process , with CalRecycle enforcement of such new laws “ramping up” in recent years.

S
enate Bill (SB) 1383 relates to mandatory organics recycling and heightened waste reporting, all as further encompassed in the City’s recently adopted BMC Chapter 8.26 (effective January 1, 2022). SB 1383 reaches far beyond mere issues of “organics” and “reporting. ” SB 1383 mandates range from dictating where, and in what containers, recyclable and solid waste materials may be placed, down to the color of such containers. SB 1383 requires a comprehensive host of new waste hauler and City requirements with respect to State oversight, enforcement mandates, food recovery programs, costly educational outreach obligations, mandates for procuring organic materials (like green waste) and redistributing them to the public, amongst other mandates.

S
B 1383 enacts the most comprehensive and complex set of revisions to solid waste management laws seen in at least the last 35 years, which will require substantial capital outlays by the City and Republic. The comprehensive nature of SB 1383 has driven many local cities to fundamentally revisit and restate their entire franchise agreement(s) for solid waste services.

DISCUSSION:

State Mandates Driving Proposed Adjustment in Solid Waste Rates A
s a result of SB 1383’s substantial impacts upon the cost of providing solid waste and recycling services, an attendant adjustment to collection service rates is needed to cover the costs of these new mandates. To this end, City staff has been in the proc ess of negotiating the fully Restated Agreement ( Exhibit B to Attachment 1 ) with Republic to cover all the new State- mandated programs and other solid waste program enhancements available to Bell commercial and residential customers. However, the mandates are a costly “unfunded State mandate” such that, without an increase in service rates to cover the cost of providing the services, the City risks falling out of compliance with State mandates and/or worse.
• First, if Republic is unable to cover its costs of providing service, Republic could discontinue its services in the City. Republic’s Original Agreement (even as amended) has expired or set to expire should negotiations on the rates and proposed Restated Agreement fail. This would leave the City without solid waste/recycling services pendi ng
t
he retention of a new franchisee to provide these critical services. Given the need for the exchange between a prior hauler and new hauler of account information, transition of containers from one hauler to another, development of new or revised routes, “ramp up” of a fleet and labor by a new hauler, and renegotiation of services with a new hauler (amongst other complications), it is not unusual to see a transition from one hauler t o
anot
her take a year or more.
• S
econd, not having a rate structure that covers the costs of providing refuse servic e pr
esents a real risk of those services falling short of State mandates. Aside from being a legal violation, this could result in the City’s refuse services being subject to direction and discretion of CalRecycle. If CalRecycle determines a jurisdiction is violating one or mor e r
equirements and decides (in its sole discretion) to take enforcement action, it must issue a Notice of Violation to the local agency. For violations due to barriers outside a jurisdiction’s control (extenuating circumstances) and when a substantial effort is made

AGENDA ITEM 1
3 toward compliance, then jurisdictions can be placed on a Corrective Action Plan (CAP), placing the agency’s services under timelines and controls set by CalRecycle. Notably, applicable “extenuating circumstances” and “substantial efforts” do not include failures in available funding or failure to complete a compliant refuse hauling contract.

• If a jurisdiction does not meet Notice of Violation or CAP deadlines, CalRecycle has another opportunity to exercise enforcement discretion by determining when to commence an action to impose administrative civil penalties. Depending on the violation, som e of CalRecycle penalties can carry a $10,000/day fine.

• On July 5, 2024, the City received from CalRecycle a Notification of Evaluation and Review for the City of Bell’s Waste Diversion Programs.

Amended and Restated Franchise Agreement
As part of the State law implementation and negotiations for a compliant R estated Franchise Agreement, Republic proffered several options/scenarios for establishing a rate structure needed to cover the costs of providing service. The City also retained a consultant, MSW Consultants (MSW), to review the requested rate adjustment options presented by Republic for contractual compliance and mathematical accuracy. Further, the rate structure and certain key terms of the Agreement under negotiation have been presented to the City’s Solid Waste Ad Hoc Committee, consisting of Councilmember Quintana and Mayor Saleh.

Following consultation with the Ad Hoc Committee, MSW , and City staff, it was determined that “Option 2” of the rate scenarios presented by Republic is a best fit for the City (Exhibit A [Rate Sheet] to Attachment 1 ). MSW and City staff subsequent analysis finds the proposed rate adjustments to comply with the proposed Restated Agreement and are mathematically accurate as reflecting the costs of providing refuse, recycling and any new organics services. Based on the information provided by Republic and confirmed by MSW, staff believes the adjustment for residential and commercial rates is a reasonable methodology and compliant with Proposition 218 (discussed further below) in terms of proportionally reflecting the costs of providing Republic’s services.

The attached draft of the draft Restated Franchise Agreement (Exhibit B to Attachment 1) contains a 4.5% cap on CPI rate adjustments, with a 2% floor. The rate cap language in the draft Restated Agreement is drafted such that Republic will not forego any revenue as a result of the CPI rate cap over time. Republic would be able to recoup “high year” CPI costs from those following years in which CPI is lower than 4.5%. Also, in any years that the CPI was lower than 2%, the City’s ratepayers would not incur any additional charges over time. The City’s ratepayers would receive a credit for any additional “ lower year” CPI charges from those years in which CPI was higher than 2%.

Key Terms of Proposed Restated Agreement
A draft of the proposed Restated Agreement is included as Exhibit B to Attachment 1. The Key Terms of the Agreement are summarized below in Table 1, and the Services in the Agreement are summarized further below in Table 2.

AGENDA ITEM 1
4 Table 1- Key Terms of Proposed Amended and Restated Agreement Key Terms
Term of
Agreement
The Initial Term will be for ten years from October 1, 2024 through September 30, 2034. The City Manager and the
Franchisee may mutually consent to extend the Agreement by two (2) additional one-year periods (“Renewal Terms”).

Effective Date
The Agreement will become effective on October 1, 2024 (or as soon thereafter as the City and Consolidated Disposal Service LLC duly execute the Agreement).

Franchise Fee
and Annual City
Fees
Republic will continue to pay a quarterly 10% Franchise Fee, a monthly 10% NPDES Fee, an annual 1% Performance Audit
Program Fee, and an annual 1% Hazardous Waste Fee - all based on Gross Receipts. The AB 939 fee has been revised to apply to SB 1383 programs and services, and will be an annual $100,000, then $400,000 beginning the second year of the Agreement instead of the former annual 1% of Gross R eceipts.

The Curbside Recycling Fee has been eliminated.

Rate Adjustment
Methodology
During the term of the Agreement, rates are adjusted each July 1 st. The rate adjustments from July 1st, 2025, through July 1, 2028 are based on fixed amounts. Thereafter on each July 1 st, the Rates will continue to be adjusted with a Collection Component and a Disposal Component as in the original
Franchise Agreement. The rate adjustment methodology uses the CPI for Water Sewer and Trash [CUUR0000SEHG] as the index to adjust the Collection Component of rates.

Cap on CPI part
of Rate
Adjustment
The annual CPI adjustment for the Water Sewer Trash
component of the rate adjustment is capped at 4.5%, with a 2% floor. Any CPI percent increases over the cap are carried over to the following year , any CPI increases less than the floor are carried over to the following year as a credit . If the cap is exceeded (or the floor is not met) for several years, the parties meet and confer to agree on a rate smoothing plan that
guarantees Republic does not forego any revenue , and the City’s ratepayers do not pay any additional charges, over time.

Processing &
Disposal
Facilities
Republic will take the City’s refuse to an alternate Landfill owned or operated by Franchisee at the same price that the City would have paid at Sunshine Canyon Landfill if there is no remaining capacity at the
currently-utilized Landfill . Republic shall be
permitted to seek a rate adjustment for increased costs incurred in using an alternate facility
, subject to Proposition 218
compliance.

AGENDA ITEM 1
5 Key Terms
Public Outreach
& Education
Republic will provide public outreach and education to inform customers of their responsibilities under SB 1383 regulations.

Republic will provide technical assistance for customer container subscriptions and
provide printed and electronic educational
materials and host workshops. Materials distributed will now be available in Lebanese Arabic.

Monitoring &
Recordkeeping
Republic will monitor compliance via compliance reviews and use Minerva or Recyclist as a database for SB 1383 reporting.

Table 2- Services of Proposed Amended and Restated Agreement Services
Backyard
Service Republic will continue to provide backyard service upon request.

Move In/ Out
Collection
Service
Republic will provide a new one- time service to collect recyclable packaging materials from new customers who have opened a residential account within 3 months.

Household
Battery
Collection
Republic will provide household battery collection receptacles at City-specified locations.

Shred Events Republic will hold document shredding events two times a year.

Mayor’s
Clean-Up
Project
Republic will continue to provide materials for monthly Mayor’s Clean-Up Projects.

Bulky Waste
Program
Republic will provide weekly Bulky Item collection to residential customers, with a maximum of five items per pickup.

Abandoned
Item Removal
Republic will remove abandoned bulky waste items in the public right of way within 24 hours of notification.

SHARPS
Disposal
Containers
Republic will continue the SHARPS Diversion program and will provide each Customer with one annual (approximately 1.5 quart) mail-back sharps disposal container at no additional charge.

Food Waste
Pail
Republic will provide each Single-Family and Multi-Family Premises unit one food waste pail for transporting food scraps to the organics container (the green container) at no additional charge.

AGENDA ITEM 1
6 Services
Medication
Takeback
Program
Republic will provide information about medication takeback programs provided by local pharmacies or other government entities in their public education materials.

Compost and
Mulch
Procurement
and
Giveaway
Republic will provide compost and mulch to residents for two annual public giveaway events, and to the City for use in City parks and facilities at no additional charge.

Annual
Recycling
Awards
Republic will annually recognize businesses with participation in SB 1383 compliance during a City Council meeting.

Annual
Scholarships
Republic will offer five (5) annual scholarships of one- thousand dollars ($1,000) each to college- bound or trade school -bound Bell high school seniors.

Community
Enhancement
Funding
Republic will annually contribute a total of $10,000 each year to a community organization(s) as selected by City Council.

Summary and Analysis of Rates; Substantive Requirements Under Proposition 218 MSW analyzed Republic’s current utility services rates, as well as the rates and revenue needed to continue efficiently and safely providing refuse and recycling services to properties within the City. According to MSW’s analysis, an increase in the refuse rates is needed to maintain the services, accommodate residential and commercial/industrial growth, establi sh fiscal responsibility that enables the City and Republic to continue providing services at an adequate service level, account for inflation, and accounts for the aforementioned Stat e mandates and enhanced customer programs. To meet basic services, MSW (in conjunction with guidance from staff and the Ad Hoc Committee) found the solid waste rates should be increased over a five-year period for residential and commercial users, as indicated in Exhibit A to Attachment 1 . This five-
year approach to rate schedules is specifically authorized by Government Code § 53756.

The proposed rates meet Proposition 218’s (Cal. Const., Art. XIII D § 6) substantive requirements:
• Rates for Service Provided Only: Revenues derived from the fee may not be used for any purpose other than that for which the fee was imposed. Except for the reasonable and normal administrative costs, the City incur to manage its refuse collection and disposal program, the fees collected are used to pay the City’s franchised refuse collection company, Republic, for the refuse collection and disposal services to residential and commercial customers.

• Rates not to Exceed Cost of Service: Revenues derived from the fee may not exceed the funds required to provide refuse service. Furthermore, the City ’s recent refuse rate analysis concluded that the City’s current refuse rates, and the refuse rates as proposed to be adjusted in the 5- year rate schedule, are below or on- average with those charged for refuse services in similar surrounding communities. Overall, the fees being proposed will just cover the costs of refuse collection charged to customers.

AGENDA ITEM 1
7 • Rates not to Exceed Proportional Cost: The amount of the fee may not exceed the proportional cost of the refuse service attributable to the parcel—i.e., one category of rates should not be subsidizing another . The refuse rate analysis concluded that the City’s proposed refuse rates are reasonably proportional and cost-based and meet the general requirements of fairness and equity under Proposition 218.

Impact on Current Rates
The impact of the new terms and services of the Amended and Restated Agreement on the most common levels of service rates is shown on the following page in Table 3.

Table 3- Impact of Proposed Rates
Service Type Current Rate Proposed Rate Adjustment
Amount Percent Change
Residential 3-cart
Service $15.96 $19.75 $3.79 24%
Commercial 3 yd
Refuse Bin $173.56 $231.70 $58.14 33%

Comparison of Proposed Rates to Market Rates
A comparison of the City’s proposed residential rates to similar service in other cities is shown below in Chart 1. A comparison of the City’s proposed commercial rates to similar service in other cities is shown on the following page in Chart 2.

Chart 1 – Residential Rate Comparison

AGENDA ITEM 1
8 Chart 2 – Commercial Rate Comparison

Proposition 218 Notice and Procedural Requirements; Protest Process Rules In 1996 Proposition 218 was passed to add Articles XIII C and XIII D to the California Constitution.

Article XIII D imposes procedural and substantive limitations on assessments of real property and on certain types of fees. Proposition 218’s majority protest process is a significant legal and informational element to the rate setting process for any fee related to mandated utility services to a real property parcel. This process adheres to the following steps and rules:
• SATISFIED PROCEDURES: To adopt the proposed rate adjustments, this public hearing has been scheduled pursuant to a 45 day mailed public notice to all ratepayers, which notice includes (i) instructions to ratepayers to protest and participate in the hearing, (ii) the basis and reasons for the proposed rates, and (iii) a description of the mandatory rate structure proposed. That 45- day public notice was mailed on or before August 12, 2024.

o Note: Prior discussions with Council contemplated setting this hearing for September 11, 2024. However, due to delays in mailing, the date has been set to this September 25 meeting. In any event, the September 25 hearing date was the date included in, and properly noticed to, ratepayers in the 45-day notice. o In the pendency of time between the 45 -day notice mailing and the close of this public hearing, the City Clerk collects written protests pursuant to the directions contained in the notice. Only written protests will be accepted, but not by email.

• APPLICABLE RULES: Only one rate protest per property will be counted. For example, if the property owner and their tenant file a protest, only one will be counted for that property.

o Only written protests will be accepted and must be mailed or physically delivered to the City Clerk’s Office prior to close of the public hearing. No emailed or faxed protests to be accepted.

AGENDA ITEM 1
9 o After the public hearing, and assuming a majority of protests (50% plus one) is not received, conduct a vote of the City Council to adopt the rate adjustments. o See, Attachment 2 for a copy of the 45- day notice, which contains the protest process instructions to ratepayers in further detail.

• EFFECT OF ADOPTION: The rate adjustments proposed will become effective on October 1, 2024, after the public hearing. Under Article XIIID of the California Constitution (Proposition 218), the annual rate adjustments (percentage change in disposal costs) are only authorized for a maximum period of five (5) years, commencing October 1, 2024, through September 30, 2029, unless a further public hearing and Proposition 218 notice and protest process is held before the City Council.

Adoption of Resolution 2024-41: Adoption of Rates and Approval of Restated Franchise The City Council may only adopt Resolution 2024-41 if there is not a majority protest (50% + 1 of all parcels against the proposed rate adjustment). In the event of no majority protest, adoption of Resolution 2024-41 would (i) adopt the proposed rates for solid waste, recyclable and organics collection services, and (ii) adopt the fully Restated Agreement with Republic for purposes of State law compliance, enhanced customer/City programs and those financial and programmatic terms contract terms outlined above. The proposed rates would be an exhibit incorporated into the Restated Agreement.

FISCAL IMPACT:

With adoption of the proposed rates and Restated Agreement, Republic will continue to pay a quarterly 10% Franchise Fee, a monthly 10% NPDES Fee, an annual 1% Performance Audit Program Fee, and an annual 1% Hazardous Waste Fee - all based on Gross Receipts. The AB 939 fee has been revised to apply to SB 1383 programs and services, and will be an annual $100,000, then $400,000 beginning the second year of the Restated Agreement instead of the former annual 1% of Gross Receipts. The Restated Agreement also includes a one-time payment of $150,000 for the City’s expenses incurred for preparation of the Restated Agreement.

CEQA REVIEW:

The annual solid waste rate adjustment is exempt from the California Environmental Quality Act (“CEQA”) pursuant to State CEQA Guidelines Sections 15273(a)(1) on the grounds that CEQA does not apply to the establishment, modification, structuring, restructuring, or approval of rates, tolls, fares, and other charges that are imposed for certain purposes, such as meeting operating expenses, purchasing supplies and equipment, or funding capital projects that are necessary to maintain services within existing s ervices areas. Further, the action is exempt from CEQA requirements under CEQA Guidelines Section 15301 because approval and execution of the proposed Restated Agreement involves the operation and licensing of existing facilities and equipment and does not involve an expansion of use. The action is also exempt under CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility approval and execution of the Restated Agreement would cause a significant effect on the environment.

ATTACHMENT(S):

1. Resolution 2024- 41, with Exhibit A [Rate Sheet] and Exhibit B [Restated Agreement] attached thereto.

2. Proposition 218 45-Day Public Notice Mailed August 12, 2024.

01171.0014/836023.1
RESOLUTION NO. 2024-36

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL, CALIFORNIA, APPROVING SOLID WASTE,

RECYCLABLES, AND ORGANICS COLLECTION SERVICE
RATES; APPROVAL OF ATTENDANT RESTATED EXCLUSIVE

FRANCHISE AGREEMENT WITH CONSOLIDATED DISPOSAL
SERVICE LLC (DBA “REPUBLIC”)

WHEREAS, The City Council has previously determined the collection and disposal of refuse (including recyclable and organics) in the City is a service to be performed by a private company under an exclusive franchise agreement. Since July 1, 2012, Consolidated Disposal Service LLC (dba “Republic”) has provided the City’s solid waste and recycling services pursuant to an “Exclusive Franchise Agreement”; and

WHEREAS, Although the Council has not been presented with an adjustment in refuse service rates since 2022, the State CalRecycle Department has imposed sweeping and costly new mandates and obligations upon the solid waste collection process, with CalRecycle enforcement of such new laws “ramping up” in recent years. In particular, Senate Bill (SB) 1383 relates to mandatory organics recycling and heightened waste reporting, all as further encompassed in the City’s recently-adopted BMC Chapter 8.26 (effective January 1, 2022). The comprehensive nature of SB 1383 has driven many local cities to fundamentally revisit and restate their entire franchise agreement(s) for solid waste services; and

WHEREAS, To this end, the City has negotiated a fully restated “Amended and Restated Exclusive Franchise Agreement for Comprehensive Solid Waste Services” with Republic (the “Restated Agreement”) with Republic to cover all the new State-mandated programs and other solid waste program enhancements available to Bell commercial and residential customers; and

WHEREAS, The new programs and mandates required by the Restated Agreement are costly such that, without an increase in service rates to cover the cost of providing the services, the City risks falling out of compliance with State mandates and/or falling deficient of solid waste services or service expectations in the City. Public Resources Code Section 42652.5, 41901, and 41902 authorize local jurisdictions to collect reasonable and necessary fees to recover the costs associated with solid Republic; and

WHEREAS, Additionally, California Constitutional Article XIII D (“Proposition 218”) imposes procedural and substantive limitations on property-related fees, including a 45-day notice to ratepayers and “majority protest process” opportunity to be held at a public hearing, prior to implementation of newly-calculated or increased rates; and

WHEREAS, Republic has presented a proposed rate schedule to cover State-mandated programs and the implementation of the Restated Agreement, which rate schedule is attached hereto as Exhibit A
; and

WHEREAS, Upon adoption of this Resolution, the rate schedule (Exhibit A) will be incorporated into the terms and exhibits of the Restated Agreement, which Restated Agreement is attached hereto as Exhibit B
and also adopted hereby; and

WHEREAS, Proposition 218 compliant notices regarding the requested Republic rate schedule were sent on or before August 12, 2024,
to all property owners and customers; and a

01171.0014/836023.1
public hearing with majority protest process regarding that matter was held on September 25, 2024; and

WHEREAS, sufficient protests were not received to prevent the rate increase; and

WHEREAS, a review of the proposed rate adjustment has been completed both by City staff and independent rate consultant to ensure reasonableness and accuracy.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Bell,

Section 1. The City Council approves the solid waste, recycling, and organics services rates attached hereto as Exhibit A, and pursuant to Proportion 218 finds as follows:

a) Fee for Service Provided Only: Revenues derived from the fee may not be used for any purpose other than that for which the fee was imposed. Except for the reasonable and normal administrative costs the City incur to manage its refuse collection and disposal program, the fees collected are used to pay the City’s franchised refuse collection company, Republic, for the refuse collection and disposal services to residential and commercial customers. This conclusion is further supported by all findings of fact presented at the City Council hearing, including without limitation those facts stated in the accompanying staff report, all of which evidence is incorporated herein by this reference. b) Fee not to Exceed Cost of Service: Revenues derived from the fee may not exceed the funds required to provide refuse service. The City’s cost for refuse service is established by its Restated Agreement with Republic, which permits it to recover its actual costs strictly in accordance with Proposition 218. Furthermore, the City’s recent refuse rate analysis concluded that the City’s current refuse rates, and the refuse rates as proposed to be adjusted in the 5-year rate schedule, are below or on-average with those charged for refuse services in similar surrounding communities. Overall, the fees being proposed will just cover the costs of refuse collection charged to customers. This conclusion is further supported by all findings of fact presented at the City Council hearing, including without limitation those facts stated in the accompanying staff report, all of which evidence is incorporated herein by this reference.
c) Fee Proportionality. The amount of the fee may not exceed the proportional cost of the refuse service attributable to the parcel —i.e., one category of rates should not be subsidizing another. The refuse rate analysis concluded that the City’s proposed refuse rates are reasonably proportional and cost-based, and meet the general requirements of fairness and equity under Proposition 218. This conclusion is further supported by all findings of fact presented at the City Council hearing, including without limitation those facts stated in the accompanying staff report, all of which evidence is incorporated herein by this reference. d) Other Findings. Proposition 218 also requires that the fee or charge may not be imposed for a service unless (i) the service is actually used by, or immediately available to, the property, and (ii) the fee or charge is not imposed for general governmental services. Both these findings are met . Because the fees are paid directly to Republic for their refuse and recycling services (including organics recovery), the fees are (i) used directly by Republic for its costs of making such services immediately available throughout the City, and (ii) are not otherwise

01171.0014/836023.1
allocated to other general governmental services. This conclusion is further supported by all findings of fact presented at the City Council hearing, including without limitation those facts stated in the accompanying staff report, all of which evidence is incorporated herein by this reference.

Section 2. The Council has fully considered this matter and has:
a) Reviewed the information submitted herewith regarding the proposed solid waste service rate adjustment for residential and commercial accounts (Exhibit A), the parcels to which the proposed fee adjustment would apply, and the reasons and basis for the adjustment and the fees;
b) Provided notice of the proposed fee adjustment to the record owners (or renters responsible for payment of the fee) of all parcels to which the proposed fee adjustment would apply in accordance with Proposition 218; c) Heard and received all written protests from any owners or occupants of real property subject to the fee;
d) Taken and received oral and documentary evidence pertaining to the proposed fee adjustment; and
e) Been fully informed of this matter.

Section 3. The Council finds that insufficient written protests were presented to prevent the residential and commercial component of the proposed Republic refuse rate schedule from being imposed.

Section 4. The Council finds that based on these facts and the circumstances and information received during the public hearing, the changes in residential and commercial refuse rates proposed by Republic are necessary and are hereby adopted, contingent upon there being no majority protest from a majority of all property owners under an omnibus protest by all those permitted to protest the proposed new rate system . (Morgan v. Imperial Irrigation District (2014) 223 Cal.App.4th 892.) Said refuse rates shall take effect on October 1, 2024.

Section 5. The Council hereby adopts that “Amended and Restated Exclusive Franchise Agreement for Comprehensive Solid Waste Services” attached hereto at Exhibit B .

PASSED AND ADOPTED by the City Council of the City of Bell at a regular meeting thereof held on the 25th day of September 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

___________________________
______
Ali Saleh, Mayor
ATTEST:

____________________________
Angela Bustamante, City Clerk

01171.0014/836023.1

EXHIBIT A

RATE SCHEDULE

Residential Services *WST= CPI-Water, Sewer, Trash
Size Year 1 Year 2 Year 3 Year 4 Year 5
Residential 96 Gallon 19.75$ 24.10$ 27.78$ 30.93$ WST Residential 64 Gallon 19.00$ 22.42$ 25.83$ 28.76$ WST Residential Extra Cart 6.69$ 7.89$ 9.10$ 10.13$ WST Backyard Service 5.28$ 6.23$ 7.18$ 7.99$ WST On-Call Bulky 35.99$ 42.47$ 48.94$ 54.49$ WST Commerical - MSW 17.99% 15.24% 11.34%
Size Frequency Year 1 Year 2 Year 3 Year 4 Year 5
96 Gal Cart 1x 77.23$ 91.12$ 105.01$ 116.92$ WST 96 Gal Cart 2x 128.72$ 151.88$ 175.02$ 194.87$ WST 96 Gal Cart 3x 180.23$ 212.65$ 245.06$ 272.85$ WST 96 Gal Cart 4x 231.70$ 273.38$ 315.05$ 350.77$ WST 96 Gal Cart 5x 283.23$ 334.18$ 385.11$ 428.78$ WST 1CY 1x 154.45$ 182.24$ 210.01$ 233.82$ WST 1CY 2x 257.44$ 303.75$ 350.05$ 389.74$ WST 1CY 3x 360.44$ 425.28$ 490.10$ 545.67$ WST 1CY 4x 463.45$ 546.82$ 630.16$ 701.62$ WST 1CY 5x 566.43$ 668.33$ 770.18$ 857.52$ WST 1CY 6x 669.42$ 789.85$ 910.22$ 1,013.44$ WST 2CY 1x 193.21$ 227.97$ 262.71$ 292.50$ WST 2CY 2x 321.88$ 379.79$ 437.67$ 487.30$ WST 2CY 3x 450.70$ 531.78$ 612.82$ 682.32$ WST 2CY 4x 578.78$ 682.90$ 786.98$ 876.22$ WST 2CY 5x 708.12$ 835.51$ 962.84$ 1,072.03$ WST 2CY 6x 836.95$ 987.52$ 1,138.01$ 1,267.07$ WST
3CY 1x 231.70$ 273.39$ 315.05$ 350.78$ WST 3CY 2x 360.52$ 425.38$ 490.21$ 545.79$ WST 3CY 3x 489.41$ 577.45$ 665.46$ 740.92$ WST 3CY 4x 618.19$ 729.40$ 840.56$ 935.88$ WST 3CY 5x 746.91$ 881.28$ 1,015.59$ 1,130.75$ WST
3CY 6x 876.59$ 1,034.29$ 1,191.91$ 1,327.08$ WST
4CY 1x 318.41$ 375.69$ 432.95$ 482.04$ WST 4CY 2x 493.54$ 582.32$ 671.07$ 747.17$ WST 4CY 3x 668.66$ 788.95$ 909.19$ 1,012.29$ WST 4CY 4x 843.79$ 995.58$ 1,147.31$ 1,277.42$ WST
4CY 5x 1,018.91$ 1,202.21$ 1,385.43$ 1,542.54$ WST
4CY 6x 1,194.02$ 1,408.83$ 1,623.53$ 1,807.64$ WST
3CY Compactor 1x 370.72$ 437.41$ 504.07$ 561.24$ WST 3CY Compactor 2x 576.81$ 680.58$ 784.30$ 873.24$ WST 3CY Compactor 3x 783.04$ 923.91$ 1,064.71$ 1,185.45$ WST 3CY Compactor 4x 989.13$ 1,167.07$ 1,344.94$ 1,497.45$ WST 3CY Compactor 5x 1,195.04$ 1,410.03$ 1,624.92$ 1,809.18$ WST 3CY Compactor 6x 1,401.23$ 1,653.31$ 1,905.28$ 2,121.33$ WST Commerical - On-Call/Extra Services Applies for MSW, Recycling and Organics Year 1 Year 2 Year 3 Year 4 Year 5
Extra Pick Up 42.25$ 49.85$ 57.45$ 63.97$ WST Lock Lids on Bins 8.44$ 9.96$ 11.47$ 12.77$ WST Scout/Push Out 9.50$ 11.21$ 12.92$ 14.38$ WST On-Call Bulk Pick Up (Per Call) 37.54$ 44.29$ 51.04$ 56.83$ WST Commerical - Recycling 17.99% 15.24% 11.34%
Size Frequency Year 1 Year 2 Year 3 Year 4 Year 5
64 Gal Cart 1x 45.42$ 53.59$ 61.76$ 68.76$ WST 64 Gal Cart 2x 68.13$ 80.39$ 92.64$ 103.14$ WST 64 Gal Cart 3x 102.20$ 120.58$ 138.96$ 154.71$ WST 96 Gal Cart 1x 51.05$ 60.23$ 69.41$ 77.29$ WST 96 Gal Cart 2x 76.58$ 90.35$ 104.12$ 115.93$ WST 96 Gal Cart 3x 114.86$ 135.53$ 156.18$ 173.89$ WST 1CY 1x 66.41$ 78.36$ 90.30$ 100.54$ WST 1CY 2x 99.62$ 117.54$ 135.45$ 150.81$ WST 1CY 3x 149.42$ 176.30$ 203.17$ 226.21$ WST 2CY 1x 88.71$ 104.67$ 120.62$ 134.30$ WST 2CY 2x 133.07$ 157.00$ 180.93$ 201.45$ WST

2CY 3x 199.60$ 235.51$ 271.40$ 302.17$ WST 3CY 1x 99.63$ 117.55$ 135.47$ 150.83$ WST 3CY 2x 155.01$ 182.90$ 210.77$ 234.67$ WST 3CY 3x 210.44$ 248.30$ 286.14$ 318.59$ WST 4CY 1x 128.66$ 151.81$ 174.94$ 194.78$ WST 4CY 2x 192.99$ 227.71$ 262.41$ 292.17$ WST 4CY 3x 289.49$ 341.56$ 393.62$ 438.25$ WST Commerical - Organics 17.99% 15.24% 11.34%
Size Frequency Year 1 Year 2 Year 3 Year 4 Year 5
65 Gal Cart 1x 64.49$ 76.09$ 87.69$ 97.63$ WST 65 Gal Cart 2x 102.03$ 120.39$ 138.73$ 154.46$ WST 65 Gal Cart 3x 142.87$ 168.57$ 194.26$ 216.29$ WST 96 Gal Cart 1x 83.84$ 98.92$ 113.99$ 126.92$ WST 96 Gal Cart 2x 132.64$ 156.50$ 180.35$ 200.80$ WST 96 Gal Cart 3x 185.73$ 219.14$ 252.54$ 281.18$ WST 1CY 1x 166.02$ 195.89$ 225.74$ 251.34$ WST 1CY 2x 276.73$ 326.51$ 376.27$ 418.94$ WST 1CY 3x 387.44$ 457.14$ 526.81$ 586.55$ WST 2CY 1x 207.69$ 245.05$ 282.40$ 314.42$ WST 2CY 2x 345.99$ 408.23$ 470.45$ 523.80$ WST 2CY 3x 484.46$ 571.61$ 658.73$ 733.43$ WST Commerical - Multi- Family
Size Frequency Year 1 Year 2 Year 3 Year 4 Year 5
Temp or COD
Service Typle- 7 day or 1 Dump
(500 Weight limit) Year 1 Year 2 Year 3 Year 4 Year 5
3 Yard DEL/Removal w Dump 265.68$ WST WST WST WST
3 Yard Extra Dummp 75.94$ WST WST WST WST
3 Yard Daily Rental after 7 days 24.61$ WST WST WST WST Trip Charge 26.53$ WST WST WST WST
Industrial
Service Type Year 1 Year 2 Year 3 Year 4 Year 5
10-40 Yd Roll-Offs (with 7 tons)
Haul Rate- Del/Removal 968.50$ WST WST WST WST
10-40 Yard Roll off over tonnage 66.53$ WST WST WST WST 10-40 Yard Roll - Off Trip Charge 161.58$ WST WST WST WST 10-40 Yard Roll-Off Daily Rental 31.36$ WST WST WST WST 40 Yard Recycling Box Haul Rate-
Del/Removal 629.84$ WST WST WST WST
40 Yard Recycling Box Trip Charge 161.58$ WST WST WST WST Temo 40yd (w 7 tons) Haul Rate -
Del/Removal 968.50$ WST WST WST WST
Temp 10-40 Yd (w 7 tons) over
tonnage 66.53$ WST WST WST WST
Temp 10-40yd (w 7 tons) trip
charge 161.58$ WST WST WST WST
Certificate of Destruction 86.88$ WST WST WST WST Compactor (w 9 tons) Haul Rate -
Del/Removal 1,215.09$ WST WST WST WST
Compactor (w 9 tons) Over
Tonnage 66.53$ WST WST WST WST
Compactor (w 9 Tons) trip charge 161.58$ WST WST WST WST Miscellaneous Fees
Residential Contamination 15.00$ WST WST WST WST
Commercial Contamination 50.00$ WST WST WST WST
Commercial Overage 50.00$ WST WST WST WST
Commercial Container Exchange 50.00$ WST WST WST WST Residential Container Exchange 30.00$ WST WST WST WST Rates Match Commercial Rates for all services

01171.0014/836023.1

EXHIBIT B

AMENDED AND RESTATED EXCLUSIVE FRANCHISE AGREEMENT

FOR COMPREHENSIVE SOLID WASTE SERVICES

01135.0014/999746.5

AMENDED AND RESTATED

EXCLUSIVE FRANCHISE AGREEMENT

FOR COMPREHENSIVE SOLID WASTE SERVICES

BETWEEN

THE CITY OF BELL
AND
CONSOLIDATED DISPOSAL SERVICE, L.L.C.

01135.0014/999746.5 i September 25, 2024
Table of Contents

1. DEFINITIONS; DELEGATION OF AUTHORITY. ....................................................... 3

1.1 General. ..................................................................................................................... 3

1.2 Definitions. ............................................................................................................... 4

1.2.1 AB 939. ................................................................................................................. 4

1.2.2 AB 939/SB 1383 Program Fee. ............................................................................ 4

1.2.3 Affiliate (non-capitalized and all variations thereof). ........................................... 4

1.2.4 Agreed Upon Procedure. ...................................................................................... 4

1.2.5 Agreement. ........................................................................................................... 4

1.2.6 Approved C&D Processing Facility. .................................................................... 4

1.2.7 Approved Facility(ies). ......................................................................................... 5

1.2.8 Approved Organic Waste Processing Facility. ..................................................... 5

1.2.9 Approved Source Separated Recyclable Materials Processing Facility. .............. 5

1.2.10 Approved Transfer Facility. ................................................................................ 5

1.2.11 Applicable Law. .................................................................................................. 4

1.2.12 Bin(s)................................................................................................................... 5

1.2.13 Biohazardous or Biomedical Wastes. ................................................................. 5

1.2.14 Black Container. ................................................................................................. 5

1.2.15 Black Container Waste. ...................................................................................... 5

1.2.16 Blue Container. ................................................................................................... 6

1.2.17 Blue Container Waste. ........................................................................................ 6

1.2.18 Bulky Waste. ....................................................................................................... 6

1.2.19 California Code of Regulations or CCRs. ........................................................... 6

1.2.20 CalRecycle. ......................................................................................................... 6

1.2.21 Cart(s). ................................................................................................................ 6

1.2.22 City. ..................................................................................................................... 6

1.2.23 City Facility. ....................................................................................................... 7

1.2.24 City Manager. ..................................................................................................... 7

1.2.25 Closing. ............................................................................................................... 7

1.2.26 Collection, Collect, or Collected. ........................................................................ 7

1.2.27 Collection Location. ............................................................................................ 7

1.2.28 Commencement Date. ......................................................................................... 7

1.2.29 Commercial Premises. ........................................................................................ 7

1.2.30 Compensation Schedule. ..................................................................................... 8

1.2.31 Compost, Compost(ing) or Compostable(s). ...................................................... 8

01135.0014/999746.5 ii September 25, 2024

1.2.32 Construction and Demolition Debris or C&D Material. ..................................... 8

1.2.33 Container. ............................................................................................................ 8

1.2.34 Contamination Fee. ............................................................................................. 8

1.2.35 Contract Preparation Fee. .................................................................................... 8

1.2.36 Contract Year. ..................................................................................................... 8

1.2.37 County. ................................................................................................................ 8

1.2.38 CPI. ..................................................................................................................... 9

1.2.39 Curbside. ............................................................................................................. 9

1.2.40 Customer. ............................................................................................................ 9

1.2.41 Day. ..................................................................................................................... 9

1.2.42 Discarded Materials. ........................................................................................... 9

1.2.43 Disposal Facility. ................................................................................................ 9

1.2.44 Disposal Fee. ....................................................................................................... 9

1.2.45 Divert or Diversion; Waste Diversion. ............................................................... 9

1.2.46 Edible Food. ...................................................................................................... 10

1.2.47 Effective Date. .................................................................................................. 10

1.2.48 E-Waste. ............................................................................................................ 10

1.2.49 Excluded Waste. ............................................................................................... 10

1.2.50 Food Waste. ...................................................................................................... 10

1.2.51 Food-Soiled Paper. ............................................................................................ 10

1.2.52 Franchise. .......................................................................................................... 11

1.2.53 Franchisee. ........................................................................................................ 11

1.2.54 Franchise Fee. ................................................................................................... 11

1.2.55 Generator. .......................................................................................................... 11

1.2.56 Green Container. ............................................................................................... 11

1.2.57 Green Container Waste. .................................................................................... 11

1.2.58 Green Waste. ..................................................................................................... 11

1.2.59 Gross Receipts. ................................................................................................. 11

1.2.60 Hauler Route. .................................................................................................... 12

1.2.61 Hazardous Substances. ...................................................................................... 12

1.2.62 Hazardous Waste .............................................................................................. 12

1.2.63 Hazardous Waste Program Fee. ........................................................................ 13

1.2.64 HHWE. .............................................................................................................. 13

1.2.65 Holiday. ............................................................................................................. 13

1.2.66 Household Hazardous Waste or HHW. ............................................................ 13

01135.0014/999746.5 iii September 25, 2024

1.2.67 Landfill. ............................................................................................................. 13

1.2.68 Large Event. ...................................................................................................... 13

1.2.69 Maximum Rate Schedule. ................................................................................. 14

1.2.70 Mulch. ............................................................................................................... 14

1.2.71 Multi-Family or Multi-Family Premises. .......................................................... 14

1.2.72 NPDES Program Fee. ....................................................................................... 14

1.2.73 Oil Waste. ......................................................................................................... 15

1.2.74 Organic Waste or Organics. .............................................................................. 15

1.2.75 Owner. ............................................................................................................... 15

1.2.76 Overage Fee. ..................................................................................................... 15

1.2.77 Person. ............................................................................................................... 15

1.2.78 Premises. ........................................................................................................... 15

1.2.79 Process(ing). ...................................................................................................... 15

1.2.80 Prohibited Container Contaminants. ................................................................. 15

1.2.81 Proposition 218. ................................................................................................ 16

1.2.82 Recyclable Materials or Recyclables. ............................................................... 16

1.2.83 Recycle, Recycling, Recycled. .......................................................................... 16

1.2.84 Refuse Impact Reduction Laws. ....................................................................... 16

1.2.85 Renewable Natural Gas (RNG)......................................................................... 16

1.2.86 Residential Premises or Residential. ................................................................. 17

1.2.87 Roll-Off Box or Roll-Offs. ............................................................................... 17

1.2.88 Route Review. ................................................................................................... 17

1.2.89 SB 1383 or SB 1383 Regulations. .................................................................... 17

1.2.90 Self-Hauler, or Self-Haul, or Self-Hauling. ...................................................... 17

1.2.91 Sharps or Sharps Waste. ................................................................................... 17

1.2.92 Single-Family. ................................................................................................... 18

1.2.93 Solid Waste. ...................................................................................................... 18

1.2.94 State................................................................................................................... 18

1.2.95 Stormwater Programs. ....................................................................................... 18

1.2.96 Source Separation. ............................................................................................ 18

1.2.97 Special Wastes. ................................................................................................. 19

1.2.98 SRRE................................................................................................................. 19

1.2.99 Tipping Fee. ...................................................................................................... 19

1.2.100 Universal Waste. ............................................................................................. 19

1.2.101 White Goods. .................................................................................................. 19

01135.0014/999746.5 iv September 25, 2024

1.3 Delegation of Authority. ......................................................................................... 19

2.1 Compliance with Law. ............................................................................................ 19

2.2 Obligation to Provide Service a Priority. ................................................................ 19

3. GRANT AND SCOPE OF FRANCHISE; FRANCHISEE PAYMENTS ..................... 20

3.1 Grant of Franchise. ................................................................................................. 20

3.1.1 General Grant; Restatement of Existing Agreement. ......................................... 20

3.1.2 Franchisee As Authorized Recycling Agent....................................................... 20

3.1.3 Annexations. ....................................................................................................... 20

3.2 Scope of Franchise; Mandatory Service and Exclusions. ....................................... 20

3.2.1 Intergovernmental & Legal Immunities. ............................................................ 20

3.2.2 Self-Hauling. ....................................................................................................... 20

3.2.3 Incidental Construction and Demolition Material. ............................................. 20

3.2.4 Gardener/Landscaper Green Waste. ................................................................... 21

3.2.5 Sale or Gift of Recyclable Materials. ................................................................. 21

3.2.6 Emergency City Collections. .............................................................................. 21

3.2.7 Automotive Dismantling. ................................................................................... 22

3.2.8 Hazardous Waste; Hazardous Substances. ......................................................... 22

3.2.9 City Hauls. .......................................................................................................... 22

3.2.10 Unoccupied Units. ............................................................................................. 22

3.2.11 Edible Food Recovery. ...................................................................................... 22

3.3 Franchise Fee. ......................................................................................................... 22

3.4 NPDES Program Fee. ............................................................................................. 22

3.5 Annual Program Fees.............................................................................................. 23

3.5.1 AB 939/ SB 1383 Administrative Fees. ............................................................. 23

3.5.2 Performance Audit Program Fee. ....................................................................... 23

3.5.3 Hazardous Waste Program Fee. .......................................................................... 23

3.6 Contract Preparation Fee. ....................................................................................... 23

3.7 Accompanying Information. ................................................................................... 24

3.8 Annual Scholarship Program. ................................................................................. 24

3.9 3.9. Community Enhancement Funding. ................................................................ 24

3.10 Fee Indemnity/Defense. .......................................................................................... 24

4. TERM OF AGREEMENT .............................................................................................. 24

4.1 Term. ....................................................................................................................... 24

4.2 Conditions to Effectiveness of Agreement and Start of Term. ............................... 25

4.3 Representations and Warranties of Franchisee. ...................................................... 25

01135.0014/999746.5 v September 25, 2024

4.3.1 Corporate Status. ................................................................................................ 25

4.3.2 Corporate Authorization. .................................................................................... 25

4.3.3 Ability to Perform. .............................................................................................. 25

4.3.4 No Criminal Convictions. ................................................................................... 25

4.3.5 No Prior Terminations for Misconduct. .............................................................. 25

4.3.6 No Prohibitions by Law. ..................................................................................... 25

4.3.7 No Resulting Breach. .......................................................................................... 26

4.3.8 Good Corporate Citizenship. .............................................................................. 26

4.3.9 Accuracy of Representations. ............................................................................. 26

4.4 Extension of Franchise for Bid Process. ................................................................. 26

5. COLLECTION SERVICES AND CONTAINER REQUIREMENTS .......................... 26

5.1 General Standards. .................................................................................................. 26

5.2 General Terms of Collection Applicable to All Customer Categories; Mandatory Service. ................................................................................................................... 26

5.2.1 Three-Stream System; Containers. ..................................................................... 27

5.2.2 Source Separation into Appropriate Containers. ................................................ 27

5.2.3 Hours of Collection Operations. ......................................................................... 27

5.2.4 Color and Labelling; New/Replacement Containers to be SB 1383 Compliant. 28

5.2.5 No Overflow / Overfilling. ................................................................................. 28

5.2.6 Container Condition. .......................................................................................... 29

5.2.7 Graffiti Removal. ................................................................................................ 29

5.2.8 Replacement of Damaged or Stolen Containers. ................................................ 29

5.2.9 Mechanized Collection; Safe Return to Collection Location. ............................ 29

5.2.10 Safe Return. ....................................................................................................... 29

5.2.11 Customer Rates. ................................................................................................ 30

5.3 Service Terms Specific to Residential Premises. .................................................... 30

5.3.1 Residential Service Frequency. .......................................................................... 30

5.3.2 Minimum Residential Service Levels and Containers. ....................................... 30

5.3.3 Residential Container Capacity. ......................................................................... 30

5.3.4 Move In/ Out Collection Service. ....................................................................... 31

5.3.5 Dry Cell Household Battery Collection. ............................................................. 31

5.4 Service Terms Specific to Commercial and Commercial Multi -Family Collections. 31 5.4.1 Commercial Service Frequency. ......................................................................... 31

5.4.2 Minimum Commercial Service Levels and Containers. ..................................... 32

5.4.3 Available Waivers for Commercial and Multi-Family Premises. ...................... 32

01135.0014/999746.5 vi September 25, 2024

5.5 Non-Regular Collection and Container Services. ................................................... 33

5.5.1 Temporary Services. ........................................................................................... 33

5.5.2 Construction and Demolition Debris. ................................................................. 33

5.5.3 Collection of Bulky Waste.................................................................................. 33

5.5.4 Emergency Services. .......................................................................................... 34

5.5.5 Shred Events. ...................................................................................................... 34

5.5.6 Mayor’s Clean-Up Project. ................................................................................. 34

5.5.7 SHARPS Program. ............................................................................................. 34

5.5.8 Medication Takeback Program. .......................................................................... 34

5.5.9 Food Waste Kitchen Pail. ................................................................................... 35

5.5.10 Free Service to City Facilities. .......................................................................... 35

5.5.11 No Cost Service for City Events. ...................................................................... 35

5.5.12 Large Event Assistance. .................................................................................... 35

5.5.13 Christmas Tree Pickup. ..................................................................................... 35

5.6 Development Review. ............................................................................................. 35

5.7 Facility Tours. ......................................................................................................... 35

5.8 “We’re Looking Out for You” Program. ................................................................ 36

6. STANDARDS OF PERFORMANCE, MATERIALS MONITORING, AND
OUTREACH ........................................................................................................................................ 36

6.1 Availability of Franchisee ....................................................................................... 36

6.2 Contamination Monitoring ..................................................................................... 36

6.2.1 Methodology; Route Reviews ............................................................................ 36

6.2.2 Records of Contamination. ................................................................................. 36

6.2.3 Prohibited Container Contaminants. ................................................................... 37

6.2.4 Excluded Waste. ................................................................................................. 38

6.2.5 Franchisee Response. .......................................................................................... 39

6.2.6 City Notice and Action. ...................................................................................... 39

6.3 SB 1383 Compliance Reviews. .............................................................................. 39

6.3.1 Annual Reviews. ................................................................................................. 40

6.4 Automatic Enrollment............................................................................................. 40

6.5 Record of Non-Collected Materials. ....................................................................... 40

6.6 Public Education and Outreach. .............................................................................. 40

6.6.1 General. ............................................................................................................... 40

6.6.2 Franchisee Cooperation and/or Support for City Educational Efforts. ............... 41

6.6.3 Education and Outreach Plan.............................................................................. 41

6.6.4 Content. ............................................................................................................... 41

01135.0014/999746.5 vii September 25, 2024

6.6.5 Distribution Methods. ......................................................................................... 42

6.6.6 Record of Educational Program Materials. ........................................................ 43

6.6.7 Edible Food Recovery Program.......................................................................... 43

6.6.8 Other Education Programs. ................................................................................. 44

6.7 Annual Recycling Awards. ..................................................................................... 44

6.8 Citizen Complaints. ................................................................................................ 44

6.8.1 SB 1383 Complaints. .......................................................................................... 44

6.8.2 Missed Collection Complaints. ........................................................................... 44

6.8.3 No Open Hauler Routes. ..................................................................................... 44

6.8.4 Record of Complaints. ........................................................................................ 45

6.8.5 Disputes; City Review. ....................................................................................... 45

6.8.6 Franchisee's Time to Cure Complaint. ............................................................... 45

6.8.7 Decision of City Manager. .................................................................................. 45

6.8.8 Quality-of-Service Surveys. ............................................................................... 45

7. WASTE DIVERSION, INDEMNITY AND ORGANICS PROCUREMENT .............. 45

7.1 Solid Waste Diversion Guarantee. .......................................................................... 45

7.1.1 Hold City Harmless. ........................................................................................... 46

7.1.2 Respond to CalRecycle. ...................................................................................... 46

7.1.3 Attend CalRecycle Visits. ................................................................................... 46

7.1.4 Assist City with SSRE Review. .......................................................................... 46

7.1.5 Assist with Extensions. ....................................................................................... 46

7.1.6 Assist with Compliance Hearings. ...................................................................... 46

7.1.7 Assist with Development of Education Programs. ............................................. 46

7.1.8 Provide Technical Assistance. ............................................................................ 47

7.1.9 Implement Compliance Orders. .......................................................................... 47

7.2 SRRE and HHWE Services. ................................................................................... 47

7.3 Construction and Demolition Waste Diversion. ..................................................... 47

7.4 Meet and Confer Process. ....................................................................................... 47

7.5 Procurement of Recovered Organic Waste Products. ............................................. 47

7.5.1 Renewable Natural Gas (RNG) Vehicles. .......................................................... 48

7.5.2 Bulk Compost. .................................................................................................... 48

7.5.3 Bulk Mulch. ........................................................................................................ 48

7.5.4 Residential Compost/Mulch Giveaways............................................................. 48

7.5.5 Procurement Credits. .......................................................................................... 49

8. MATERIALS RECOVERY FACILITIES FOR RECYCLABLE PROCESSING ........ 49

01135.0014/999746.5 viii September 25, 2024

8.1 Ownership of Discarded Materials. ........................................................................ 49

8.2 Use of Approved Facilities. .................................................................................... 49

8.2.1 Approved Facility Requirements. ....................................................................... 50

8.3 Disposal Destinations for Discarded Materials....................................................... 50

8.3.1 Black Container Waste Disposal. ....................................................................... 50

8.3.2 Blue Container Waste Diversion and Processing. .............................................. 50

8.3.3 Green Container Waste Diversion and Processing. ............................................ 51

8.3.4 C&D Waste Diversion and Processing. .............................................................. 51

8.4 Restrictions on Use of Non-Approved Facilities. ................................................... 51

8.4.1 Consideration of Alternate Facilities. ................................................................. 51

9. VEHICLES, EQUIPMENT AND PERSONNEL ........................................................... 51

9.1 Vehicles. ................................................................................................................. 51

9.1.1 General. ............................................................................................................... 51

9.1.2 Truck Bodies. ...................................................................................................... 51

9.1.3 Backup Alarm. .................................................................................................... 52

9.1.4 Gross Vehicle-Weight Limit. ............................................................................. 52

9.1.5 Vehicle Identification. ........................................................................................ 52

9.1.6 Residential Service Vehicles. ............................................................................. 53

9.1.7 Alternative Fuel Vehicles. .................................................................................. 53

9.2 Vehicle Maintenance and Appearance. .................................................................. 53

9.2.1 Vehicle Inventory. .............................................................................................. 53

9.2.2 Preventive Maintenance and Repair Program. ................................................... 53

9.2.3 Vehicle Cleaning. ............................................................................................... 53

9.2.4 Vehicle Storage. .................................................................................................. 53

9.3 Inspections. ............................................................................................................. 53

9.3.1 Initial City Inspection. ........................................................................................ 53

9.3.2 City Inspections. ................................................................................................. 54

9.3.3 Brake Inspections. .............................................................................................. 54

9.3.4 Correction of Defects. ......................................................................................... 54

9.4 Personnel. ................................................................................................................ 54

9.4.1 General. ............................................................................................................... 54

9.4.2 Driver Qualifications. ......................................................................................... 54

9.4.3 Uniforms and Identification Badges. .................................................................. 55

9.4.4 Employee Appearance and Conduct. .................................................................. 55

9.4.5 Background Checks. ........................................................................................... 55

01135.0014/999746.5 ix September 25, 2024

9.4.6 Safety Training. .................................................................................................. 55

9.4.7 Safety. ................................................................................................................. 55

9.4.8 No Gratuities. ...................................................................................................... 55

10. FRANCHISEE’S COMPENSATION ............................................................................ 56

10.1 Rates Subject to Proposition 218. ........................................................................... 56

10.2 Maximum Rate Schedule. ....................................................................................... 56

10.3 Rate Composition. .................................................................................................. 56

10.4 Adjustments to Maximum Rate Schedule. ............................................................. 56

10.4.1 Cost of Living Adjustments. ............................................................................. 56

10.4.2 Special Circumstances Adjustments. ................................................................ 57

10.5 Proposition 218 Compliance. .................................................................................. 58

10.5.1 Compliance with Proposition 218 Required. .................................................... 58

10.5.2 Proposition 218 Compliance After Five Years. ................................................ 58

10.5.3 City Not Obligated to Approve Increase. .......................................................... 58

10.6 10.6. Failure to Approve Rate Increases. ................................................................ 59

10.6.1 Rehearing. ......................................................................................................... 59

10.6.2 Negotiations. ..................................................................................................... 59

10.6.3 Termination. ...................................................................................................... 59

10.7 Proposition 218 Process. ......................................................................................... 60

10.7.1 Proposition 218 Hearing Procedures................................................................. 60

10.7.2 Pass-Through of Proposition 218 Compliance Costs. ...................................... 60

10.7.3 Notice of Increases. ........................................................................................... 60

10.8 Indemnification Related to Rates and Fees. ............................................................ 60

10.8.1 Notice; Selection of Counsel............................................................................. 60

10.8.2 Survival. ............................................................................................................ 61

10.9 Continuation of Service as Related to Rates. .......................................................... 61

10.9.1 Maximum Rate Schedule .................................................................................. 61

10.9.2 Change in Law Related to Proposition 218 ...................................................... 61

10.9.3 Disallowed Fees ................................................................................................ 61

10.9.4 Allocation of Risk ............................................................................................. 61

10.9.5 Section Survives Agreement ............................................................................. 61

10.10 Billing. .................................................................................................................... 61

10.11 Delinquent Accounts............................................................................................... 62

10.11.1 Residential Delinquencies. .............................................................................. 62

10.11.2 Commercial Delinquencies. ............................................................................ 63

01135.0014/999746.5 x September 25, 2024

10.11.3 No Waiver of City Remedies to Address Public Nuisance. ............................ 63

11. REPORTS AND ADVERSE INFORMATION; ACCOUNTING AND RECORDS. ... 63

11.1 Quarterly Report. .................................................................................................... 63

11.1.1 Collected Materials. .......................................................................................... 63

11.1.2 Diverted Materials. ........................................................................................... 63

11.1.3 Disposed Materials. ........................................................................................... 63

11.1.4 Recyclable Materials Sold. ............................................................................... 63

11.1.5 Complaints. ....................................................................................................... 64

11.1.6 Contamination Notices. ..................................................................................... 64

11.2 Annual Reports. ...................................................................................................... 64

11.2.1 Service Activities. ............................................................................................. 64

11.2.2 Compliance Progress. ....................................................................................... 64

11.2.3 Gross Receipts. ................................................................................................. 64

11.3 AB 939 Reporting. .................................................................................................. 64

11.4 SB 1383 Reporting.................................................................................................. 64

11.4.1 Contamination Monitoring Report. ................................................................... 64

11.4.2 Compliance Report. .......................................................................................... 65

11.4.3 Implementation Record. .................................................................................... 66

11.4.4 Other SB 1383 Data. ......................................................................................... 66

11.5 Report Format. ........................................................................................................ 66

11.6 Adverse Information. .............................................................................................. 66

11.7 Financial Statements. .............................................................................................. 66

11.8 Inspection of Franchisee’s Accounts and Records. ................................................ 66

11.9 Cost of Agreed Upon Procedures. .......................................................................... 67

11.10 Payments and Refunds. ........................................................................................... 67

11.11 Failure to Report. .................................................................................................... 67

12. ENFORCEMENT OF AGREEMENT. .......................................................................... 67

12.1 City Right to Terminate. ......................................................................................... 67

12.2 Rights of Non-defaulting Party After Default. ....................................................... 68

12.3 Notice of Default and Opportunity to Cure. ........................................................... 68

12.4 Non-Monetary Defaults; Longer Cure Period. ....................................................... 69

12.5 Termination Upon Default. ..................................................................................... 69

12.6 Franchisee Hearing Opportunity Prior to Termination. .......................................... 69

12.7 Penalty for Monetary Default. ................................................................................ 70

12.8 City’s Right to Perform Service. ............................................................................. 70

01135.0014/999746.5 xi September 25, 2024

12.9 Duration of City’s Possession. ................................................................................ 71

12.10 Forfeiture of Performance Bond. ............................................................................ 71

12.11 City’s Right to Lease Franchisee’s Equipment Following Termination. ............... 71

12.12 Cooperation Following Termination. ..................................................................... 71

12.13 Liquidated Damages. .............................................................................................. 72

12.13.1 Liquidated Damages. ...................................................................................... 72

12.13.2 Complaints. ..................................................................................................... 72

12.13.3 Service Conditions. ......................................................................................... 72

12.13.4 Notice of Violation. ........................................................................................ 72

12.13.5 Franchisee’s Right to Contest. ........................................................................ 73

12.13.6 Assessment of Liquidated Damages. .............................................................. 73

12.13.7 Basis for Liquidated Damages. ....................................................................... 75

12.13.8 Further Remedies for Severe or Persistent Violations. ................................... 76

12.14 No Waiver of City’s Police Powers or Legal Rights. ............................................. 76

12.15 Attorneys’ Fees. ...................................................................................................... 76

12.16 Rights and Remedies are Cumulative. .................................................................... 76

12.17 Governing Law. ...................................................................................................... 76

12.18 Jurisdiction and Venue............................................................................................ 76

12.19 Rights of Non-Defaulting Party after Default. ........................................................ 77

13. TRANSFERS OF INTEREST. ....................................................................................... 77

13.1 Restrictions on Transfers. ....................................................................................... 77

13.2 Definition of Transfer. ............................................................................................ 77

13.3 Transfers Require Approval. ................................................................................... 78

13.4 Exceptions. .............................................................................................................. 78

13.5 Assumption of Obligations. .................................................................................... 78

13.6 Release of Franchisee. ............................................................................................ 79

13.7 Franchisee to Pay Transfer Costs. ........................................................................... 79

13.8 Subcontracting. ....................................................................................................... 79

13.9 Heirs and Successors. ............................................................................................. 79

14. INSURANCE, INDEMNITY AND PERFORMANCE BOND. .................................... 79

14.1 Insurance. ................................................................................................................ 79

14.1.1 Comprehensive General Liability Insurance. .................................................... 79

14.1.2 Workers’ Compensation Insurance. .................................................................. 79

14.1.3 Automotive Insurance. ...................................................................................... 80

14.1.4 Umbrella Liability Insurance. ........................................................................... 80

01135.0014/999746.5 xii September 25, 2024

14.1.5 General Insurance Provisions............................................................................ 80

14.1.6 No Limitation. ................................................................................................... 80

14.1.7 Rating. ............................................................................................................... 80

14.1.8 Primary Insurance. ............................................................................................ 80

14.1.9 Changes in Market. ........................................................................................... 81

14.2 Hazardous Waste Indemnification. ......................................................................... 81

14.3 CalRecycle Indemnification. .................................................................................. 82

14.4 Performance Bond. ................................................................................................. 82

15. GENERAL PROVISIONS. ............................................................................................. 82

15.1 Late Payment Fee.................................................................................................... 82

15.2 Force Majeure. ........................................................................................................ 82

15.3 Labor Disruption Contingency Plan. ...................................................................... 83

15.4 Notices. ................................................................................................................... 83

15.5 Non-discrimination. ................................................................................................ 84

15.6 Compliance with Immigration Laws. ..................................................................... 84

15.7 No Liability of City Officials. ................................................................................. 84

15.8 Laws and Regulations. ............................................................................................ 84

15.9 Proprietary Information: Public Records. ............................................................... 85

15.10 Waiver of Future Claims. ........................................................................................ 85

15.11 Conflict of Interest. ................................................................................................. 85

15.12 Interpretation. .......................................................................................................... 85

15.13 Integration: Amendment. ........................................................................................ 85

15.14 Severability. ............................................................................................................ 86

15.15 No Joint Venture. .................................................................................................... 86

15.16 Corporate Authorization. ........................................................................................ 86

01135.0014/999746.5 1 September 25, 2024

AMENDED AND RESTATED EXCLUSIVE FRANCHISE AGREEMENT

FOR COMPREHENSIVE SOLID WASTE SERVICES

THIS AMENDED AND RESTATED EXCLUSIVE FRANCHISE AGREEMENT FOR COMPREHENSIVE SOLID WASTE SERVICES (“ Agreement”) is entered by and between the CITY OF BELL, a California Charter City, hereinafter referred to as “City,” and CONSOLIDATED DISPOSAL SERVICE LLC, a Delaware limited liability company hereinafter referred to as “Franchisee,” with this Agreement effective the 1
st day of October 2024 (“Effective Date ”) with
commencement of services contemplated by this Agreement beginning on the Effective Date or as statutory or regulatory enforcement obligations arise under Applicable Law (the “ Commencement Date”).

RECITALS
WHEREAS, City and Franchisee entered into that certain “Exclusive Franchise Agreement for Comprehensive Solid Waste Services” dated July 1, 2012 as has been amended from time-to-time (the “Existing Agreement”). This Agreement restates and supersedes the Existing Agreement, as has been negotiated from the Existing Agreement term ending March 1, 2024, in order to continue Franchisee’s solid waste, recycling and organic waste services in the City of Bell subject to the terms of this Agreement in accord with recent changes in law, as further detailed hereinbelow; and WHEREAS, Article XI, § 7 of the California Constitution authorizes cities to protect public health and safety by taking measures in furtherance of their authority over police and sanitary matters; and
WHEREAS, City is obligated to protect the public health and safety of the residents and businesses in the City, and arrangements made by solid waste enterprises and recyclers for the collection of residential and commercial solid wastes should be made in a manner c onsistent with the exercise of the City’s police power for the protection of public health and safety; and WHEREAS, as further described below, due to the importance of solid waste collection and disposal as an essential municipal service; the complicated regulatory and legal framework governing it; and the need for an integrated waste management system which disposes of waste in a healthful and economic fashion, reduces waste generation and promotes reuse and recycling, limits the potential for waste to degrade water sources or contaminate the environment, City finds it necessary to maintain its exclusive franchise to a single franchisee; and for such privilege, and in consideration of Franchisee’s obligations hereunder, City shall collect a franchise fee as provided herein; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (“AB 939”), established a solid waste management process which requires cities and other local jurisdictions to implement plans for source reduction, reuse and recycling as integrated waste management practices for discarded materials to sources within their respective jurisdictions; and
WHEREAS, AB 939 requires cities and counties to reduce, reuse, and recycle (including composting) discarded materials generated in their jurisdictions to the maximum extent feasible before any incineration or landfill disposal of waste, to conserve water, energy, and other natural resources, and to protect the environment; and

01135.0014/999746.5 2 September 25, 2024
WHEREAS, Assembly Bill 341 of 2011 (“AB 341”) places requirements on businesses and multi-family property owners that generate a specified threshold amount of discarded materials to arrange for recycling services and requires the City to implement a mandatory commercial recycling program; and
WHEREAS, Assembly Bill 1826 of 2014 (“AB 1826”) requires businesses and multi-family property owners that generate a specified threshold amount of organic waste per week to arrange for recycling services for that waste, requires cities to implement a recycling program to divert organic waste from busi nesses subject to the law, and requires cities to implement a mandatory commercial organics recycling program; and
WHEREAS, Senate Bill 1383, the Short- lived Climate Pollutant Reduction Act of 2016 (“SB 1383”), requires the California Department of Resources Recycling and Recovery (“CalRecycle”) to develop regulations to reduce organics in landfills as a source of methane. As adopted by CalRecycle, these SB 1383 Regulations place requirements on multiple entities including the City of Bell's residential households, commercial businesses and business owners, commercial Edible Food Generators, haulers, self-haulers, food recovery organizations, and food recovery services to support achievement of statewide organic waste disposal reduction targets; and WHEREAS, the Federal Clean Water Act of 1972 establishes water quality standards for all contaminants in surface waters, requires the implementation of wastewater pollution control programs, and at Section 402 thereof, authorizes the National Pollutant Discharge Elimination System (“NPDES”) permit system to control, by regulations issued at 40 CFR § 122.1 et seq., water pollution by regulating point sources that discharge pollutants into waters of the United States, which Stormwater Programs are administered regionally through rules, regulations and mandates promulgated by the Los Angeles Regional Water Quality Control Board; and WHEREAS, City and Franchisee are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of residential and commercial solid waste, recyclable and organic materials, including AB 939, AB 341, AB 1826 SB 1383, the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §§ 9601 et. seq.; the Electronic Waste Recycling Act of 2003 (SB 20, Chapter 526, Statutes of 2003; SB 50, Chapter 863, Statutes of 2004; AB 575 Chapter 59, Statutes of 2011), laws governing Universal Waste, including, but not limited to, Universal Waste Electronics Devices (“UWED”), non-empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel -cadmium batteries, silver button batteries, mercur y batteries, small sealed lead acid batteries, alkaline batteries, carbon- zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury- containing switches; and
WHEREAS, City and Franchisee desire to make it clear hereunder as to their respective roles that by entering into this Agreement, City is not thereby becoming a “generator” or an “arranger” as those terms are used in the context of CERCLA § 107(a)(3) and that it is the Franchisee, an independent entity, not City, which will arrange to collect discarded materials from single family dwellings, multiple family dwellings and commercial customers in the City, transport for recycling and disposal and dispose of such discarded materials, which may contain small amounts of household products with the characteristics of hazardous wastes, Collect and compost organic waste and collect and recycle recyclable materials (including organic waste) from single family dwellings, multiple family

01135.0014/999746.5 3 September 25, 2024
dwellings, and commercial customers in the City of Bell, and collect and recycle or dispose of construction and demolition materials; and
WHEREAS, City and Franchisee agree that, subject to City’s exercise of its reserved flow control right under of this Agreement, the Franchisee will only utilize landfill or transformation facility destinations for the non-recyclable residential and commercial dispo sal materials, which Franchisee will arrange to Collect and which destinations City’s City Manager has approved in writing. The Franchisee is free at all times to petition the City for the inclusion or addition of any lawfully permitted facility and nothing in this Agreement or other action of the City shall be construed to give rise to any inference that the City has any title, ownership or right of possession of materials disposed for Franchisee’s collection; and
WHEREAS, Franchisee represents and warrants to City that Franchisee has the experience and qualifications to conduct recycling and waste diversion programs, to provide City with information sufficient to meet the City’s reporting requirements to CalRecycle and any other State, County, or additional agencies with jurisdiction over the portion of the City’s waste stream that is collected by the Franchisee, and that Franchisee shall submit any such data required by the City to meet its reporting obligations in a format approved by the City and compliant with all laws (including without limitation SB 1383); and
WHEREAS, Franchisee represents that it employs qualified persons responsible for the day- to-day collection, safe transport, and disposal of discarded materials and that such persons will operate equipment and otherwise conduct all activities in a safe manner which shall minimize the adverse effects of collection vehicles on air quality and traffic, and that Franchisee has the ability to indemnify City in accordance with this Agreement; and
WHEREAS, the City Council finds and determines pursuant to California Public Resources Code § 40059(a)(1) that the public interest, health, safety and well -being, including the minimization of adverse impacts on air quality and traffic from excessive numbers of col lection vehicles, the implementation of measures consistent with the City’s Source Reduction and Recycling Element, would be served if Franchisee were to continued its exclusive franchise for collection, recycling, diversion and disposal of solid waste, recyclables and organic waste from customers in the City.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS,

TERMS, AND CONDITIONS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS; DELEGATION OF AUTHORITY.

1.1 General.

Whenever any term used in this Agreement has been defined by the City of Bell Municipal Code (Chapters 8.24 and 8.26), California Code of Regulations, or California Public Resources Code, the definitions in the City Code, California Code of Regulations, or Public Resources Code shall apply.

01135.0014/999746.5 4 September 25, 2024

1.2 Definitions.

Except as provided in Section Error! Reference source not found., words beginning with lower case letters are being used with their common ordinary meanings, not as defined terms. Otherwise, the following capitalized words and terms shall have the following respective meanings:

1.2.1 AB 939.
“AB 939” means the California Integrated Waste Management Act of 1989, Public Resources Code Section 40000 et seq. and regulations promulgated thereunder, as amended from time to time.

1.2.2 AB 939/SB 1383 Program Fee.
“AB 939/SB 1383 Program Fee” shall mean that annual fee established by the City and collected from the Franchisee to fund the administrative and related costs of the City for compliance with the Waste Diversion mandates of the State, which fee shall be in the amount further described in Section Error! Reference source not found..1.

1.2.3 Affiliate (non-capitalized and all variations thereof). “Affiliate” means all businesses (including corporations, limited and general partnerships, and sole proprietorships) that are directly or indirectly related to Franchisee by virtue of direct or indirect ownership interest or common management and shall be deemed to be “affiliated with” Franchisee and included within the term “affiliates” as used herein. An affiliate shall include a business in which Franchisee owns a direct or indirect ownership interest, a business that has a direct or indirect ownership interest in Franchisee, and/or a business that is also owned, controlled, or managed by any business or individual that has a direct or indirect ownership interest in Franchisee.

1.2.4 Agreed Upon Procedure.
“Agreed Upon Procedure” shall mean the procedures and methodology approved by the City’s City Manager for review and audit of Franchisee’s financial records in connection with this Agreement.

1.2.5 Agreement.
“Agreement” means this Amended and Restated Agreement for Provision of Comprehensive Solid Waste Services.

1.2.6 Applicable Law.
“Applicable Law” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirements of any governmental entity (including City Ordinances, Bell Municipal Code Chapters 8.24 and 8.26, as the same exists or may be amended in the future of the Municipal Code of the City of Bell) or regulatory or quasi -regulatory authority having jurisdiction over any and all aspects of Franchisee’s performance of this Agreement or Collection services hereunder, including judicial interpretations thereof, that are in force on the Effective Date including without limitation AB 939, AB 341, AB 1826, and SB 1383 and all implementing regulations of CalRecycle.

1.2.7 Approved C&D Processing Facility.
“Approved C&D Processing Facility” means the Facility Name at Facility Address, which is owned and operated by Owner Name, that is licensed for the handling, Processing and Recycling or

01135.0014/999746.5 5 September 25, 2024
disposal (as appropriate) of Construction and Demolition Debris, and which is Franchisee selected and City approved.

1.2.8 Approved Facility(ies).
“Approved Facility(ies)” means any one of or any combination of the: Approved C&D Processing Facility; the Disposal Facility; Approved Organic Waste Processing Facility; Approved Source Separated Recyclable Materials Processing Facility.

1.2.9 Approved Organic Waste Processing Facility.
“Approved Organic Waste Processing Facility” means the Facility Name at Facility Address, which is owned and operated by Owner Name, that is licensed for the handling, Processing and Recycling or disposal (as appropriate) of Organic Waste, and which is Fra nchisee selected and City approved.

1.2.10 Approved Source Separated Recyclable Materials Processing Facility. “Approved Source Separated Recyclable Materials Processing Facility” means the Facility Name at Facility Address, which is owned and operated by Owner Name, that is licensed for the handling, Processing and Recycling of Source Separated Recyclables, and which is Franchisee selected and City approved.

1.2.11 Approved Transfer Facility.
“Approved Transfer Facility” means the Facility Name at Facility Address, which is owned and operated by Owner Name, which is a transfer station owned or operated by Franchisee or its Affiliates, and which is Franchisee selected and City approved.

1.2.12 Bin(s).
“Bin(s)” means those Containers provided by Franchisee for Commercial Premises and Multi- Family Premises. Bins are Containers usually 2-6 cubic yards in size, which are picked up by trucks by means of front-loading apparatus.

1.2.13 Biohazardous or Biomedical Wastes.
“Biohazardous or Biomedical Wastes” means wastes, which may cause disease or reasonably be suspected of harboring pathogenic organisms, including, but not limited to, waste resulting from the operation of medical clinics, hospitals and other facilities producing wastes that may consist of, but are not limited to, diseased human and animal parts, contaminated bandages, pathological specimens, infectious waste, hypodermic needles, contaminated clothing and surgical gloves.

1.2.14 Black Container.
“Black Container” means that Container provided by Franchisee, as described in 14 CCR Section 18982.2(a)(28), to be used for the purpose of storage and Collection of Black Container Waste.

1.2.15 Black Container Waste.
“Black Container Waste” means all Solid Waste that is not otherwise designated for Source Separation into, and storage in, the Green or Blue Containers. Black Container Waste does not include Excluded Waste.

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1.2.16 Blue Container.
“Blue Container” means that Container provided by Franchisee, as described in 14 CCR Section 18982.2(a)(5), to be used for the purpose of storage and Collection of Blue Container Waste.

Blue Containers shall comply with the color requirements of 14 CCR Section 18984.7 upon such time as new or replaced Containers are put into service in accordance with Section Error! Reference source not found..

1.2.17 Blue Container Waste.
“Blue Container Waste” means (1) Source Separated Recyclables, and (2) Source Separated Organic Waste that is not designated for placement in a Green Container (e.g., paper, untreated wood).

Blue Container Waste does not include Excluded Waste.

1.2.18 Bulky Waste.
“Bulky Waste” means discarded appliances (including refrigerators and other White Goods), furniture, carpets, mattresses, passenger vehicle tires, E -Waste, bundled and tied yard waste and/or wood waste that cannot fit in a Green Cart due to its size, and items which require special Collection due to their size or nature, but can be Collected without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. Bulky Waste must be generated by the Customer and at the service address from which the Bulky Wastes are Collected. Bulky Waste does not include Excluded Waste, abandoned automobiles, auto parts, whole trees, Construction and Demolition Debris, jacuzzi tubs or spas, hot tubs, trampolines or items that cannot be safely handled by two Persons or weigh more than two hundred (200) pounds.

1.2.19 California Code of Regulations or CCRs.
“California Code of Regulations or CCRs” means the State of California Code of Regulations.

CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR, Division 7, Chapter 12” refers to Title 14, Division 7, Chapter 12 of the California Code of Regulations).

1.2.20 CalRecycle.
“CalRecycle” means California's Department of Resources Recycling and Recovery, which is the State Department designated with responsibility for developing, implementing, and enforcing SB 1383 and related Applicable Laws on jurisdictions and other regulated entities.

1.2.21 Cart(s).
“Cart(s)” means a plastic Container with a hinged lid and wheels serviced by an automated or semi-automated truck with a capacity of approximately no less than 32-gallons and approximately no greater than 96-gallons.

1.2.22 City.
“City” means the City of Bell, a municipal corporation organized under the laws of the State of California, and all of the territory lying within the municipal boundaries of the City as presently existing and, subject to the provisions of Section 3.1.3, all geographic areas which may be added or annexed thereto during the Term of this Agreement.

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1.2.23 City Facility.
“City Facility” means any building, park or other site owned, leased or used by the City.

1.2.24 City Manager.
“City Manager” means the Manager of the City or his or her designee(s).

1.2.25 Closing.
“Closing” means the process of execution and deliveries by the Parties to establish the Effective Date hereof.

1.2.26 Collection, Collect, or Collected.
“Collection”, “Collect”, or “Collected,” or any variation thereof means removing Solid Waste, Recyclables, Organics, and Construction and Demolition Debris from a Customer and transporting it to a Disposal Facility, Organic Waste Processing Facility, Materials Recycling (or Recovery) Facility, or Transfer Station.

1.2.27 Collection Location.
“Collection Location” means the appropriate location for placement of Containers at a locale appropriate and accessible for Franchisee’s Collection of Discarded Materials in accordance with the City of Bell Municipal Code and as determined by Franchisee. Collection Locations for Single Family Residential Units, for example, are generally Curbside or from alleyways adjacent to the Premises.

1.2.28 Commencement Date.
“Commencement Date” means Franchisee’s commencement of services contemplated by this Agreement beginning on the Effective Date or as statutory or regulatory enforcement obligations arise under Applicable Law. The Commencement Date predates the Effective Date as certain Franchisee services under newer Applicable Laws commenced, and are hereby ratified, prior to the Effective Date.

1.2.29 Commercial Premises.
“Commercial Premises” means Customers at all Premises in the City other than Residential Premises upon which a business activity is conducted including but not limited to retail sales, wholesale operations, manufacturing, assembling, storage, industrial operations, and services, including, but not limited to, professional services, hospitality services, and restaurant and food services, but excluding Single Family Dwellings upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property. The term “Commercial Premises” includes, but is not limited to, stores, offices, Federal and local governmental facilities, including, but not limited to, schools, special distric ts and water districts (to the extent provided by law), restaurants, manufacturing, processing, assembly shops or plants, or other industrial facilities, hospitals, clinics, community care facilities, convalescent centers and nursing homes, rooming houses, hotels, motels or other transient occupancy facilities. A Multi-Family Residential Unit complex that consists of fewer than five (5) units is not a Commercial Premises for purposes of this Agreement.

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1.2.30 Compensation Schedule.
“Compensation Schedule” shall mean that set of prices established by the City to compensate the Franchisee for the full costs of the Collection, Processing, Recycling, Composting, and/or transformation or Landfill disposal of Solid Wastes, inclusive of all City fees and program costs.

1.2.31 Compost, Compost(ing) or Compostable(s).
“Compost,” “Compost(ing),” “Compostable(s)” or any variation thereof means the product, process or materials, resulting from, or related to, the controlled biological decomposition of Organic Wastes that are Source Separated from the stream of other Discarded Materials, or which are separated at a centralized facility.

1.2.32 Construction and Demolition Debris or C&D Material. “Construction and Demolition Material” or “C&D Material,” means used or discarded construction materials removed from a Premise during the construction, remodeling, grading, land clearing, renovation, demolition, or other similar construction or demolition activities, including rocks, soil, tree remains, and other Green Waste, which normally results from, and is ancillary to, land clearing or land development operations, construction or demolition, as further defined in California Code of Regulations, Title 22 Section 66261.3 et seq. This term includes, but is not limited to, asphalt, concrete, Portland cement concrete, brick, lumber, gypsum wallboard, cardboard, and other associated packaging, roofing material, ceramic tile, carpeting; plastic pipe and steel. The material may be commingled with rock, soil, tree stumps; and other vegetative matter resulting from land clearing and landscaping for construction or land development projects.

1.2.33 Container.
“Container” means any and all types of receptacles for Discarded Material, including Carts, Bins, and Roll-Off Boxes.

1.2.34 Contamination Fee.
“Contamination Fee” means a special fee, as specified in Error! Reference source not found. hereto, charged by Franchisee to Customers with either (i) Prohibited Container Contaminants to recover Franchisee’s costs for separating and Processing Prohibited Container Contaminants from materials Collected by Franchisee in accordance with this Agreement, or (ii) for arranging special, unscheduled Collections, due to placement of Prohibited Container Contaminants, or (iii) resolving Customer violations relating to Excluded Waste.

1.2.35 Contract Preparation Fee.
“Contract Preparation Fee” shall mean that one-time administrative fee payable by Franchisee to City for preparation and implementation of this Agreement in accord with Section Error! Reference source not found..

1.2.36 Contract Year.
“Contract Year” means each annual period starting from the Effective Date and recurring thereafter from the Effective Date’s anniversary.

1.2.37 County.
“County” means the County of Los Angeles.

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1.2.38 CPI.
“CPI” means U.S. Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers:

Water and Sewer and Trash (“WST”) Collection Services in U.S. City Average [CUUR0000SEHG], as published by the United States Department of Labor, Bureau of Labor Statistics.

1.2.39 Curbside.
“Curbside” means a Collection Location for placement of Containers that provides for convenient and efficient access by Franchisee’s Collection equipment from the side of a road or sidewalk, or near to the curb.

1.2.40 Customer.
“Customer” means any Person or entity receiving service from Franchisee under this Agreement, or the Person arranging and obligated to pay for services pursuant to this Agreement, as the case may be, for Collection, handling and Processing of Discarded Mat erials. The Customer may or may not be the Generator of Discarded Materials.

1.2.41 Day.
“Day” means calendar day, unless otherwise stated in this Agreement.

1.2.42 Discarded Materials.
“Discarded Materials” means Recyclable Materials, Organic Waste, Solid Waste, and Construction and Demolition Debris placed by a Customer or Generator in a Container and/or at a Collection Location for the purposes of Collection, handling and Processing by Franchisee. For the purpose of this Agreement, Discarded Materials does not include Edible Food or Excluded Waste.

1.2.43 Disposal Facility.
“Disposal Facility” means such Landfill owned or operated by Franchisee or its Affiliates licensed, certified and operational to accept and dispose of Black Container Waste. Currently, Black Container Waste is deposited at a certified Landfill in Los Angeles County (Sunshine Canyon Landfill). The Franchisee shall use its best efforts to assure that the waste continues to be deposited at a legally certified Landfill should County change its methods of waste management or its waste stream management. The Franchisee guarantees that should there be no remaining capacity in the currently- utilized Landfill at any time during the Term of this Agreement, it will take the City’s Black Container Waste to an alternate Landfill owned or operated by Franchisee at the same price that the City would have paid at Sunshine Canyon Landfill or Franchisee may request a rate adjustment for increased costs as set forth in Section Error! Reference source not found..

1.2.44 Disposal Fee.
“Disposal Fee” means those costs imposed at the Disposal Facility for the handling or dumping of Solid Waste Collected by Franchisee.

1.2.45 Divert or Diversion; Waste Diversion.
“Divert,” “Diversion” or “Waste Diversion” all mean activities which reduce or eliminate Discarded Materials from disposal in Landfills (pursuant to 14 CCR Division 7, Chapter 12, Article 2), incineration, gasification or transformation, as defined in Public Resources Code Section 40201.

Diversion includes but is not limited to Source Reduction, reuse, salvage, Recycling, and Composting.

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1.2.46 Edible Food.
“Edible Food” means food intended for, and remains suitable for, human consumption. For the purposes of this Agreement Edible Food is not a Discarded Material if it is recovered for redistribution to Persons or organizations for human consumption, and thus not discarded for Franchisee Collection.

Edible Food does not include food that does not meet the food safety requirements of the California Retail Food Code and nothing in this Agreement requires or authorizes the recovery of food not meeting such standards.

1.2.47 Effective Date.

The term “Effective Date” means the date establishing effectiveness of this Agreement, October 1, 2024, which date shall be entered on the first page hereof.

1.2.48 E-Waste.
“E-Waste” means discarded electronic devices, as that term is defined in 22 CCR Section 66273.9. Examples of E -Waste include: computer monitors, televisions, cash registers and oscilloscopes (CRT devices), computers, computer peripherals, telephones, answering machines, radios, stereo equipment, tape players/recorders, phonographs, video cassette players/recorders, compact disc players/recorders, calculators, and some appliances. E -Waste does not mean a major White Good, as defined in Public Resources Code section 42166, or other devices which are: (1) comprised largely of metals; (2) qualify as “scrap metal” as defined in section 66260.10; and (3) are Recycled.

1.2.49 Excluded Waste.
“Excluded Waste” means Biomedical Waste, Hazardous Waste, Hazardous Substances, Universal Waste, Special Waste, volatile, corrosive, infectious, Biohazardous, and toxic substances or material, waste that Franchisee reasonably believes would, as a result of or upon disposal, be a violation of Applicable Law, including land use restrictions or conditions, waste that cannot be disposed of in Class III Landfills, waste that in Franchisee’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose Franchisee or City to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Containers after implementation of programs for the safe Collection, Recycling, treatment, and disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Franchisee is not required to Collect Excluded Waste.

1.2.50 Food Waste.
“Food Waste” means all food waste such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells and Compostable Food-Soiled Paper. Food Waste excludes fats, oils, and grease when such materials are Source Separated from other Food Waste. Food Waste does not include Edible Food if it is recovered for redistribution to Persons or organizations for human consumption, and thus not discarded for Franchisee Collection.

1.2.51 Food-Soiled Paper.
“Food-Soiled Paper” means Compostable paper material that has come in contact with food or liquid, such as, but not limited to, Compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons. Food-Soiled Paper is a subset of Food Waste. Food-Soiled Paper does not include non-Compostable paper.

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1.2.52 Franchise.
“Franchise” means the exclusive right and privilege granted by this Agreement to Franchisee for its Collection, handling and Processing of Discarded Materials.

1.2.53 Franchisee.
“Franchisee” means CONSOLIDATED DISPOSAL SERVICE L.L.C., a Delaware limited liability company.

1.2.54 Franchise Fee.
“Franchise Fee” shall mean an amount paid to City, based on a percentage of Franchisee’s Gross Receipts, for the value of the granted Franchise and right of Franchisee providing exclusive City Discarded Materials services, for any Franchise service, or related service, provided under this Agreement.

1.2.55 Generator.
“Generator” means a Customer or any Person whose act first causes Discarded Materials or Excluded Waste to become subject to regulation under this Agreement or under Federal, State, or local regulations.

1.2.56 Green Container.
“Green Container” means that Container provided by Franchisee, as described in 14 CCR Section 18982.2(a)(5), to be used for the purpose of storage and Collection of Green Container Waste.

1.2.57 Green Container Waste.
“Green Container Waste” means Source Separated Organic Waste that is not designated for placement or storage in a Blue Container (i.e., Green Waste and Food Waste) or Black Container.

Green Container Waste does not include Excluded Waste or manure.

1.2.58 Green Waste.
“Green Waste” means leaves, grass, clippings, brush and branches generated from landscapes or gardens at Residential, Multi -Family or Commercial Premises, and incidental pieces of untreated scrap lumber resulting from yard and landscaping installation, maintenance, or removal that have been Source Separated, and similar materials generated at any Premises that fit within a Customer’s Franchisee-provided Green Waste Container. Materials not meeting these specifications are considered Bulky Waste when separated from other Discarded Materials and properly placed by the Customer for Collection by Franchisee as Bulky Waste in accordance with this Agreement. “Green Waste” includes Holiday trees but does not include materials that do not fully fit within the provided Green Container without overflow. Green Waste does not include Excluded Waste.

1.2.59 Gross Receipts.
“Gross Receipts” means all monetary amounts actually collected or received by Franchisee for the provision of Integrated Solid Waste Handling Services pursuant to this Agreement, including but not necessarily limited to: all receipts from Service Recipients, inclusive of late charges, contamination charges, Franchise Fees, NPDES fees, any other City fees, or any other cost of doing business. “Gross Receipts,” for purposes of this Agreement, does not include any fee or charge levied by the City directly on Service Recipients to mitigate costs incurred by City which is billed, collected and remitted to City

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by Franchisee, or revenues generated from the sale of Recyclable Material, Compost or energy, grants, cash awards, State of California Department of Conservation payments, or rebates resulting from the performance of this Agreement.

1.2.60 Hauler Route.
“Hauler Route” means the designated itinerary or sequence of stops for each segment of the City’s Collection service area, as defined in 14 CCR Section 18982(a)(31.5).

1.2.61 Hazardous Substances.

Hazardous Substances” means any of the following:
(a) Any substance defined, regulated or listed (directly or by reference) as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic waste”, “pollutant” or “toxic substances” or similarly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC Section 9601, et seq.; (ii) the Hazardous Materials Transportation Act, 49 USC Section 5101, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC Section 6901, et seq.; (iv) the Clean Water Act, 33 USC Section 1251, et seq.; (v) California Health and Safety Code Sections 25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC Section 7401, et seq.; and (vii) California Water Code Section 13050;
(b) Any amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereinafter enacted; and (c) Any other hazardous or toxic substance, material, chemical, waste, or pollutant identified as hazardous or toxic or regulated under any other applicable federal, State, and local environmental laws currently existing or hereinafter enacted, including without limitation, friable asbestos, polychlorinated biphenyl (“PCBs”), petroleum, natural gas and synthetic fuel products, and by-products.

1.2.62 Hazardous Waste
“Hazardous Waste” means waste defined as hazardous by Health and Safety Code Section 25117, including:
(a) A waste or combination of wastes which, because of its quantity, concentration, or physical, chemical or infectious characteristics, may either (i) cause or significantly contribute to an increase in mortality or an increase in serious irreversible or incapacitating reversible illness, or (ii) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported or disposed of, or otherwise managed;
(b) A waste which meets any of the criteria for the identification of a hazardous waste adopted by the California Environmental Protection Agency’s Division

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of Toxic Substances Control pursuant to Health and Safety Code Section 25141;
(c) Any chemical, pollutant, contaminant, hazardous or toxic substance, constituent or material that under Applicable Law is considered to be hazardous or toxic or is or may be required to be remediated, including, without limitation, (i) Any petroleum or petroleum products and their derivatives, radioactive materials, asbestos in any form that is or could become friable, transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls and processes and certain cooling systems that use chlorofluorocarbons, or
(ii) Any chemicals, materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or any words of similar import pursuant to Applicable Law.

1.2.63 Hazardous Waste Program Fee.
“Hazardous Waste Program Fee” shall mean that annual fee established by the City and collected from the Franchisee to fund programs established by City pursuant to the Federal Clean Water Act of 1987, program related to responsible HHW management, program related to responsible medical waste management, and the general administrative and reporting costs of the City related to compliance hereto.

1.2.64 HHWE.
“HHWE” means the City’s Household Hazardous Wastes Element.

1.2.65 Holiday.
“Holiday” means holidays prescribed by the City of Bell specific to Franchisee service. These prescribed holidays include: New Year’s Day, Labor Day, Veteran’s Day, Memorial Day, Thanksgiving Day, Independence Day, Christmas.

1.2.66 Household Hazardous Waste or HHW.
“Household Hazardous Waste” or “HHW” means waste materials meeting the requirements of 14 CCR Section 18502(12) that are generated in small or de minimis quantities at Residential Premises.

1.2.67 Landfill.
“Landfill” means a “Solid Waste Landfill” as defined by Public Resources Code Section 40195.1.

1.2.68 Large Event.
"Large Event" means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per Day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space

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when being used for an event. If the definition in 14 CCR Section 18982(a)(38) differs from this definition, the definition in 14 CCR Section 18982(a)(38) shall apply to this Agreement.

1.2.69 Maximum Rate Schedule.
“Maximum Rate Schedule” means that schedule of rates charged to all Customer categories located in the City by Franchisee for Franchisee’s waste hauling services, which Maximum Service Rates are effective as provided in Section Error! Reference source not found. and are attached hereto as Error! Reference source not found..

1.2.70 Mulch.
“Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions as specified in 14 CCR Section 18993.1(f)(4):
(a) Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land application specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).
(b) Was produced at one or more of the following types of facilities:
(i) A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under 14 CCR, Division 7, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10);
(ii) A transfer station or Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7; or
(iii) A Solid Waste Landfill.

1.2.71 Multi-Family or Multi-Family Premises.
“Multi-Family” or “Multi -Family Premises” means of, from, or pertaining to Residential Premises. Residential Multi-Family includes Premises with fewer than five (5) dwelling units.

Commercial Multi -Family includes Premises with five (5) or more dwelling units. Multi -Family Premises do not include hotels, motels, or other transient occupancy facilities, which are considered Commercial Businesses. References to “Multi-Family Dwelling Unit” refer to an individual unit of the Multi-Family Premises.

1.2.72 NPDES Program Fee.
“NPDES Program Fee” means the annual fee established by the City and collected from the Franchisee to fund the administrative and related costs of the City to carry out the Stormwater Program to achieve compliance with the Clean Water Act of 1972, including those portions, at Section 402 thereof, governing the National Pollutant Discharge Elimination System enacted to eliminate discharges into the Nation’s waterways including stormwaters, by regulations issued at 40 CFR § 122.1 et seq., and by the rules, regulations and other mandates promulgated by the Los Angeles Regional Water Quality Control Board and other governmental entities to comply therewith and with other similar Federal and State laws, which Fee shall be and is further described in Section Error! Reference source not found..

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1.2.73 Oil Waste.
“Oil Waste” means used motor oil and used oil filters.

1.2.74 Organic Waste or Organics.
“Organic Waste” or “Organics” means Discarded Material originating from living organisms and their metabolic waste products, including but not limited to nonhazardous or untreated wood waste, paper, organic textiles, biosolids, digestate and sludges, Food Waste, hair, and Green Waste that are accepted for Processing by the Approved Organic Waste Processing Facility utilized by Franchisee under this Agreement. Organic Waste does not include Excluded Waste or manure. For purposes of this Agreement, non-organic textiles shall be treated as Solid Waste, and Printing and Writing Paper and Paper Products (each as defined in 14 CCR Section 18982(a)) shall be treated as Recyclables.

1.2.75 Owner.
“Owner” means the Person, organization or corporation holding the legal title to the real property constituting the Premises to which Solid Waste management services are provided or required to be provided. For the purposes of provisions in this Agreement pertaining to the sending of notices, billings or other communications by Franchisee to an Owner, Franchisee may regard as the Owner the Person, organization, corporation or other entity shown in the records of the Assessor of the County or as may be indicated by documents recorded in the Office of the Recorder of the County.

1.2.76 Overage Fee.
“Overage Fee” means a special fee, as specified in Error! Reference source not found. hereto, charged to Residential, Multi-Family or Commercial Premises by Franchisee to compensate it for its expenses in documenting and Collecting overfilled Containers.

1.2.77 Person.
“Person” means an individual, firm, limited liability company, association, partnership, political subdivision, government agency, municipality, industry, public or private corporation, or any other entity whatsoever.

1.2.78 Premises.
“Premises” means a Customer’s tract or parcel of land with or without habitable buildings or appurtenant structures, and refers to any and all Residential, Multi-Family or Commercial Premises.

1.2.79 Process(ing).
“Process(ing)” means Franchisee’s controlled separation, recovery, volume reduction, conversion, disposal or Recycling of Source Separated Discarded Materials including, but not limited to, organized, manual, automated, or mechanical sorting, and/or includes the use of conveyor belts, sorting lines, or volume reduction equipment, as defined in 14 CCR Section 17402(a)(20).

1.2.80 Prohibited Container Contaminants.
“Prohibited Container Contaminants” means the following: (i) Discarded Materials placed in the Blue Container that are not designated as acceptable Blue Container Waste under this Agreement; (ii) Discarded Materials placed in the Green Container that are not designated as acceptable Green Container Waste under this Agreement; (iii) Discarded Materials placed in the Black Container that

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are otherwise designated as acceptable in either the Blue Container or Green Container under this Agreement; and, (iv) Excluded Waste placed in any Container.

1.2.81 Proposition 218.
“Proposition 218” means Articles XIIIA, XIIIC and XIIID of the California Constitution and any implementing legislation promulgated thereunder, as may be amended from time to time (including without limitation those amendments effected by Proposition 26 of 2010).

1.2.82 Recyclable Materials or Recyclables.
“Recyclable Materials” or “Recyclables” means material that has been Source Separated from other Discarded Materials at a Premises for the intended purpose of Collection and Processing to return it to the economy in the form of raw materials for new, reused, or reconstituted products by means of available markets and processes. As of the effective date, the list of acceptable Recyclables consists of empty aluminum cans; empty glass jars and bottles; steel and tin cans; empty aerosol containers; empty polyethylene terephthalate plastic ("PET") with symbol #1; high density polyethylene plastic ("HDPE") with symbol #2; plastic with symbol #5; plastic toys and tools, and other plastic materials (if readily identifiable as being recyclable by plastic type number, but excluding expanded polystyrene, plastic film and plastic bags even if containing Recyclable Materials); metal foil; dry newspaper; dry mixed paper (e.g., ledger, computer paper, junk mail, magazines, paperback books, cereal boxes, envelopes, paper shopping bags and nonmetallic wrapping paper); dry corrugated cardboard; and telephone books. City and Franchisee agree to meet and confer from time to time as needed to modify the list of acceptable Recyclable Materials to address developments in Processing technologies, emerging uses for types of materials, or changes in available markets. Recyclable Materials does not include Excluded Waste.

1.2.83 Recycle, Recycling, Recycled.
“Recycle”, “Recycling”, “Recycled” or any variation thereof means the act of having Processed Recyclable Materials into a form suitable for reuse and having marketed those Processed materials for a use consistent with the requirements of Applicable Law, using commercially available markets and processes. Recycling includes processes deemed to constitute a reduction of Landfill disposal pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation as defined in Public Resources Code Section 40201.

1.2.84 Refuse Impact Reduction Laws.
“Refuse Impact Reduction Laws” means AB 939, AB 32, AB 341, AB 1826, SB 1383, and related laws pertaining to the environmental impacts of Solid Waste Landfilling and setting standards and mandates of Diversion in response to such impacts, all as such Refuse Impact Reduction Laws may be enacted or amended in the future.

1.2.85 Renewable Natural Gas (RNG).
“Renewable Natural Gas" or "RNG" means gas derived from Organic Waste that has been Diverted from a Landfill and Processed at an in-vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recover Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62).

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1.2.86 Residential Premises or Residential.
“Residential Premises” or “Residential” means Premises upon which dwelling units exist, including Single Family Premises and Residential (e.g., apartments and condominiums) complexes with fewer than five (5) dwelling units, but does not include hotels or motels. Hotels, motels and other transient occupancy businesses shall be considered Commercial Premises under this Agreement.

1.2.87 Roll-Off Box or Roll-Offs.
“Roll-Off Box” or “Roll-Offs” means an open top metal Container with a capacity of ten (10) to forty (40) cubic yards capable of being loaded via winch onto a roll-off vehicle equipped with rails.

1.2.88 Route Review.
“Route Review” means a visual inspection of Containers along a Hauler Route for the purpose of determining Container contamination and may include mechanical inspection methods such as the use of cameras.

1.2.89 SB 1383 or SB 1383 Regulations.
“SB 1383” or “SB 1383 Regulations” means the Short -Lived Climate Pollutants (SLCP):

Organic Waste Reductions regulations developed by CalRecycle and adopted on November 3, 2020, that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.

1.2.90 Self-Hauler, or Self-Haul, or Self-Hauling.
“Self-Hauler,” or “Self -Haul,” or “Self-Hauling” means a Person who hauls Discarded Materials, recovered material, or any other material, he or she has generated as an incident to other activities, landscaping, construction/demolition, etc., as further defined in Applicable Laws. Self- Hauler also includes a Person who back-hauls waste, as defined in 14 CCR Section 18982(a)(66).

Back-haul means generating and transporting Discarded Materials to a destination owned and operated by the Generator using the Generator's own employees, vehicles and equipment. Back haul is subject to verification and inspection at the Generator’s operational locations by the City or Franchisee. A Self-Hauler must be a Person within the City who is not primarily engaged in the business of Collection, Processing, removal or transportation of Discarded Materials, but in the course of performing the Person’s primary business function incidentally transports such Materials with equipment owned or leased by that Person. Examples of Self -Haulers include, but are not limited to, gardeners, landscapers, and household cleanup service firms. A Person who is engaged in the business of Collection, removal or transportation of C&D Material (other than as work performed ancillary to the Person’s business and using that Person’s own forces and equipment) is not a Self-Hauler under any circumstance. Self-haulers must qualify pursuant to any adopted City ordinances, regulations, or application requirements.

1.2.91 Sharps or Sharps Waste.
“Sharps” or “Sharps Waste” means those materials described in Health and Safety Code §117755, which generally include hypodermic needles, syringes, tubing, acupuncture needles and blood vials.

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1.2.92 Single-Family.
“Single-Family” means Premises used or designated for Residential use and consisting of four (4) or fewer Residential units, such that each Residential unit receives its own set of Carts and individual Curbside Collection services therefore. Residential complexes of five (5) units or more shall be deemed Commercial Multi-Family Premises.

1.2.93 Solid Waste.
“Solid Waste” means all putrescible and non-putrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, C&D Material, abandoned vehicles and parts thereof, discarded home and industrial appliances/White Goods, dewatered, treated, or chemically fixed sewage sludge which is not Hazardous Waste, manure, vegetable or animal solid and semisolid wastes, and other discarded solid and semisolid wastes. Solid Waste does not include the following wastes:
(a) Hazardous Waste, as defined in Public Resources Code Section 40141. (b) Radioactive waste regulated pursuant to the Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the Health and Safety Code).
(c) Medical and Biohazardous Waste regulated pursuant to the Medical Waste Management Act (Part 14, commencing with Section 117600, of Division 104 of the Health and Safety Code).
(d) Untreated medical waste shall not be disposed of in a Solid Waste Landfill, as defined in Public Resources Code Section 40195.1. Medical waste that has been treated and deemed to be Solid Waste shall be regulated pursuant to Public Resources Code, Division 30.

1.2.94 State.
“State” means the State of California.

1.2.95 Stormwater Programs.
“Stormwater Programs” means and includes, but are not limited to, education of Customers, street sweeping and sidewalk cleaning, bus shelter cleaning, promotional activities, recycling and other Waste Diversion efforts, and waste water treatment, as further described in Section Error! Reference source not found..

1.2.96 Source Separation.
“Source Separation” or any variation thereof means the process of separating Discarded Materials, including commingled Recyclables, that have been separated or kept separate in the Blue, Green or Black Containers at the point of generation by the Customer or Generator for the purpose of additional sorting or Processing of those materials by Franchisee for Recycling, reuse or Composting, as defined in 14 CCR Section 17402.5(b)(4).

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1.2.97 Special Wastes.
“Special Wastes” means Discarded Materials which include waste requiring special Collection, treatment, handling, storage, or transfer techniques as defined in CCR Title 22, Section 66260.10, and waste tires and appliances requiring CFC removal.

1.2.98 SRRE.
“SRRE” means the City’s Source Reduction and Recycling Element.

1.2.99 Tipping Fee.
“Tipping Fee” is the common name for and has the same meaning as Disposal Fee.

1.2.100 Universal Waste.
“Universal Waste” means any of the following wastes that are conditionally exempt from classification as Hazardous Wastes pursuant to Title 22 of the California Code of Regulations (22 CCR), 22 CCR Section 66261.9: (i) batteries as described in 22 CCR Section 66273.2; (ii) thermostats as described in 22 CCR Section 66273.4; (iii) lamps as described in 22 CCR Section 66273.5; and (iv) cathode ray tube materials as described in 22 CCR Section 66273.6.

1.2.101 White Goods.
“White Goods” means inoperative and discarded refrigerators, microwave ovens, ranges, water heaters, freezers, and other similar household appliances.

1.3 Delegation of Authority.

The administration of this Agreement by the City shall be under the supervision and direction of the City Manager and the actions specified in this Agreement shall be taken by the City Manager and/or his or her designee.

2. COMPLIANCE WITH LAW AND PRIORITY OF FRANCHISEE’S PERFORMANCE

2.1 Compliance with Law.

Franchisee shall exercise all services and obligations hereunder in compliance with all Applicable Laws.

2.2 Obligation to Provide Service a Priority.

The City and Franchisee agree, as more fully set forth in the Recitals to this Agreement, that proper Collection, transfer, transport, Processing, Diversion, and disposal of Discarded Materials Collected by Franchisee is fundamental to the protection of the public health, safety and the well -being of the City's residents and businesses. The City's responsibility for ensuring the adequacy of these services in part provides the justification for the granting of a Franchise to Franchisee.

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3. GRANT AND SCOPE OF FRANCHISE; FRANCHISEE PAYMENTS

3.1 Grant of Franchise.

3.1.1 General Grant; Restatement of Existing Agreement.

This Agreement grants to Franchisee to collect, transport and dispose of Discarded Materials as set forth herein. This Agreement restates and supersedes the terms of any prior Franchise -related contracts between the City and Franchisee. This Agreement shall be in force and effect beginning the Effective Date within the corporate City limits as they now or may hereafter exist.

3.1.2 Franchisee As Authorized Recycling Agent.

City hereby designates Franchisee as its authorized recycling agent for the purposes of conducting recycling activities within the City pursuant to the terms of Public Resources Code Section 40105. Notwithstanding the foregoing, Franchisee at all times shall be and remain independent from the City.

3.1.3 Annexations.

This Agreement and Franchisee’s services hereunder shall extend to any territory annexed to the City during the Term that is not covered by an existing permit, license, agreement or franchise granted by another public entity for hauling Discarded Materials, except to the extent that Collection by Franchisee within that annexed territory would violate the provisions of Public Resources Code Section 49520. In such event, this Agreement shall become effective as to such area at the earliest possible date permitted by law, and City agrees that it shall cooperate with Franchisee to fulfill any requirement necessary for Franchisee to serve the annexed area consistent with this Section 3.1.3.

3.2 Scope of Franchise; Mandatory Service and Exclusions.

The Franchise granted to Franchisee is exclusive within City limits such that Franchisee shall be the sole provider of general Solid Waste, Recyclables and Organics Collection, Processing and hauling services to City Customers. To this end, at all times during the Term of this Agreement the City shall require each Single -Family, Multi-Family and Commercial Premises where Discarded Materials are produced to subscribe to the Collection service provided for in this Agreement and in Chapters 8.24 and 8.26 of the Municipal Code. The Franchise herein granted shall be subject to the following exclusions:

3.2.1 Intergovernmental & Legal Immunities.

All (i) universities, (ii) school districts, (iii) other State agencies, (iv) any other governmental entity that is not subject to the City’s police powers.

3.2.2 Self-Hauling.

Self-Hauling as defined in this Agreement may be undertaken only in in compliance with the Bell Municipal Code.

3.2.3 Incidental Construction and Demolition Material.

The Collection, transportation and disposal by a construction contractor of C&D Material from remodeling jobs which are generated solely as an incidental part of providing such remodeling or construction services, provided that the construction contractor is not a hauling service or Solid Waste

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Enterprise, does not separately or additionally charge for the incidental service of removing, transporting or disposing (except for Tipping Fee) of the C&D Material, and utilizes only his/her own employees, vehicles and equipment to Collect, transport and dispose of the C&D Material.

3.2.4 Gardener/Landscaper Green Waste.

Green Waste removed from a Premises by an Owner or occupant or by a gardening, landscaping, or tree trimming contractor as an incidental part of a total service offered by that contractor rather than as a hauling service. To qualify for this exemption, a gardener or landscaper must not be a hauling service or Solid Waste Enterprise, must not separately or additionally charge for the incidental service of removing, transporting or disposing (except for Tipping Fee) of the Green Waste, and must utilize only his or her own employees and equipment to Collect, transport and dispose of said Green Waste created by such gardener or landscaper in the course of its gardening, landscaping, or tree trimming services.

3.2.5 Sale or Gift of Recyclable Materials.

This Agreement does not prohibit any Person from selling Recyclable Materials or donating Recyclable Materials to Persons or entities other than the Franchisee; however, in either instance:
(1) the Recyclable Materials must be Source Separated, and (2) the Source Separated Recyclables cannot have a contamination level of greater than 5%, measured by weight or volume. Specifically, “contamination” would encompass any putrescible or non-putrescible material not specifically targeted for Recycling by or for the grantee. A discount or reduction in price for Collection, disposal and/or recycling services for any form of Discarded Materials, regardless of contamination level, is not a sale or donation of Recyclable Materials and as such does not qualify for this exception. This exemption does include:
(a) Other Services; Niche Recycling Services.

City reserves the right to enter into agreements with other entities for the Collection, Recycling, and disposal services not provided for in this Agreement, including but not limited to catch basin clean-outs, Household Hazardous Waste Collection, and Spe cial Wastes. Franchisee shall have the first right of opportunity to provide any proposed niche service not expressly set forth here ; for example, Collection of hair/hair by-products may warrant further good faith negotiations between Franchisee and City for handling of such Organic or treated Organic Materials.
(b) Recyclable Materials Drop Off.

Recyclable Materials not “discarded” by an Owner or occupant of Premises which is disposed of at legally mandated public redemption centers that comply with all reporting and other requirements imposed by any political entity having jurisdiction over those redemption centers.

3.2.6 Emergency City Collections.

The emergency Collection, removal, disposal or Diversion of Discarded Materials by the City through City officers or employees in the normal course of their employment.

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3.2.7 Automotive Dismantling.

The Collection, transportation and disposal of vehicles or machine parts and waste generated by an automotive/vehicle dismantler or a vehicular salvage or disposal yard.

3.2.8 Hazardous Waste; Hazardous Substances.

Franchisee's Franchise does not preclude the Collection, Processing and/or transport of Hazardous Waste/Substances and non-spadable wastewater or sewage sludge by third-party entities duly licensed to handle such Hazardous Waste/Substances and/or non-spadable wastewater or sewage sludge materials.

3.2.9 City Hauls.

The Collection, removal, disposal or Diversion of Discarded Materials by the City through City officers or employees in the normal course of their City employment.

3.2.10 Unoccupied Units.

Premises which have been unoccupied by any human habitation and upon which no Discarded Materials has been produced or accumulated for three (3) consecutive months may be exempted from this Agreement by the City until such Premises become occupied. For purposes of this Section, a unit shall be deemed "unoccupied" if the structure is both unoccupied and unused (such as, without limitation, foreclosed or abandoned structures). Structures that are presently unoccupied by virtue of their continuing use as a vacation home or a seasonal business shall not be considered as "unoccupied".

3.2.11 Edible Food Recovery.

Franchisee's Franchise does not preclude the collection, transport and distribution of Edible Food by third-party Persons or organizations for human consumption. Franchisee shall cooperate with and shall not impede, interfere, or attempt to impede or interfere with the implementation, expansion, or operation of Edible Food recovery efforts in the City.

3.3 Franchise Fee.

In consideration of the grant of Franchise hereby effected and value thereof, Franchisee shall pay a quarterly fee to City equal to Ten Percent (10%) of Gross Receipts collected the preceding month for any Franchise service performed pursuant to this Agreement. This Franchise Fee is not subject to any percentage reduction or “net-of-fees” computation without the express approval of the City Council.

Franchise Fees are to be used by City for Solid Waste related impacts as a result of Franchisee’s services, and the Franchisee Fee represents the reasonable value of the exclusive rights conveyed to Franchisee, negotiated at arm’s length, under this Agreement. Franchise Fees are due 30 Days after each preceding month’s end, up to and including the final month of this Agreement. Any under- payment or non-payment of Franchise Fees is subject to a late payment penalty of 1 ½% per month, or any fraction of a month beyond the prescribed due date. This is an agreed -upon penalty that is cumulative upon any balances owing or subsequently found as owing through audit or other means.

3.4 NPDES Program Fee.

In addition to the Franchise Fee required to be paid by Franchisee as provided in Section 3.3, Franchisee shall pay an NPDES Program Fee monthly to the City. This NPDES Program Fee shall be equal to ten percent (10%) of Franchisee’s Gross Receipts and payable to the City under the definitions,

01135.0014/999746.5 23 September 25, 2024
terms, and conditions applied to the Franchise Fee in Section 3.3. Regulations promulgated by the Los Angeles Regional Water Quality Control Board under the Federal Clean Water Act mandate that cities and their residents must take additional steps to prevent contaminated water runoff. Consistent with the City’s current NPDES programs, funds collected through this NPDES Program Fee will be applied toward the City’s Stormwater Programs to prevent and/or reduce the contamination of storm drain runoff water. Examples of efforts by the City may include, but are not limited to, education of Customers, street sweeping and sidewalk cleaning, bus shelter cleaning, stormwater promotional activities, and waste water treatment.

3.5 Annual Program Fees.

Franchisee shall make the following annual payments to the City on the anniversary date of the Effective Date this Agreement. Failure to make annual payments on the prescribed date is considered a material breach of this Agreement:

3.5.1 AB 939/ SB 1383 Administrative Fees.

Beginning on the Effective Date, Franchisee shall pay an annual AB 939/ SB 1383 administrative fee of One Hundred Thousand Dollars ($100,000.00) to the City. Thereafter, on each July 1st during the term of this Agreement the Franchisee shall pay to the City an annual AB 939/SB 1383 administrative fee of Four Hundred Thousand Dollars ($400,000.00). City shall use this administrative fee to offset expenses, including but not limited to, staffing costs related to City programs, pilot studies, education and out reach campaigns, technical assistance to Customers, reporting, compliance, food recovery, enforcement, or other activities involved in compliance with AB 939 and SB 1383 Regulations. Revenues from the AB 939 / SB 1383 administrative fee may also be used by City to fund special “Recycling Promotion Programs” that have historically been conducted in partnership with Franchisee for agreed- upon activities by the City and Franchisee contained in an annual work plan for education and promotion.

The City shall retain the sole right to set priorities for the use of its administrative fee pursuant to this Section. This fee shall be considered an allowable cost of business not subject to profit mark- up and included in the Franchisee’s Compensation pursuant to Article 10.

3.5.2 Performance Audit Program Fee.

An annual payment in the amount of one percent (1%) of Franchisee’s Gross Receipts for a third-party review and audit of Franchisee performance, record keeping, and fee calculations. Such an audit will verify the accuracy of Franchise and administrative fe e payments to the City as well as the Franchisee’s implementation of programs, maintenance of records, and general compliance with the terms of this Agreement; and

3.5.3 Hazardous Waste Program Fee.

An annual payment in the amount of one percent (1%) of Franchisee’s Gross Receipts to offset City costs for programs related to water quality, illegal dumping, HHW, E -Waste and Universal Wastes, and/or medical waste/medications.

3.6 Contract Preparation Fee.

In exchange for the City granting the extended and restated Franchise pursuant to this Agreement, Franchisee shall pay to City a one-time Contract Preparation Fee, to be paid prior to and as a condition

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precedent to the Effective Date. The Contract Preparation Fee reimburses the City for all costs related to the preparation of this Agreement, review and analysis of rates and fees herein, the City’s legal fees (attorneys’ fees and costs) and professional fees (consultant fees and costs), incurred in the negotiation, research and drafting of this Agreement, which amount shall be One Hundred and Fifty Thousand Dollars ($150,000).

3.7 Accompanying Information.

Each payment of the Franchise Fee and administrative fees shall be accompanied by a statement setting forth the Franchisee’s computations and the total of fee due. Each statement shall include the following certification executed by an officer of the Franchisee: “I hereby certify that the foregoing statement is made by me, that I am authorized to make such statement, and that, to the best of my knowledge and belief, it is true, correct and complete.”

3.8 Annual Scholarship Program.

Franchisee shall offer five (5) scholarships in the amount of one -thousand dollars ($1,000) each per year to college-bound or trade school-bound Bell high school seniors. Student application requirements will include submission of an environmentally themed essay which Franchisee will advertise via social media, newsletters, and via the City's website. Franchisee shall partner with the City to identify members of the community to review scholarship applications and make recommendations. Students must be Bell residents to qualify.

3.9 Community Enhancement Funding.

Franchisee shall, in collaboration and coordination with the City, contribute $10,000 annually to a community organization as selected by resolution of City Council. Franchisee’s collaboration and coordination with the City shall include Franchisee’s recommendations and input for the community organization(s) to which this contribution may be made.

3.10 Fee Indemnity/Defense.

Franchisee agrees to defend, indemnify, protect and hold harmless, City, its officers, agents and employees from any and all claims, actions or proceedings to attack, set aside, void, annul or seek monetary damages resulting from an approval by City of the Franchise Fee, or any administrative fee(s) imposed under this Article 3, consistent with the provisions of Section 10.8 below.

4. TERM OF AGREEMENT

4.1 Term.

The term of this Agreement shall commence on the Effective Date ( October 1, 2024) and continue until September 30, 2034 (the “Initial Term”). The City, via City Council approval, and the Franchisee may mutually consent in a writing signed by both Parties to extend this Agreement by two additional one-year periods (each, a “Renewal Term”). The Initial Term plus any Renewal Term is hereinafter referred to as the “Term,” thus creating a maximum twelve (12) year Term if both Renewal Terms are exercised.

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4.2 Conditions to Effectiveness of Agreement and Start of Term.

The following actions shall constitute conditions precedent to the effectiveness of this Agreement and start of any Initial or Renewal Term:
(a) The approval, execution, payment of the Contract Preparation Fee, evidence of surety, and Closing shall all have been successfully completed to actuate the Effective Date as described in Section 1.2.47 hereof; and (b) Franchisee shall not be in any material default or breach hereof prior to any exercise of a Renewal Term.

4.3 Representations and Warranties of Franchisee.

4.3.1 Corporate Status.

Franchisee, doing business as Consolidated Disposal Service LLC, a company duly organized, validly existing and in good standing under the laws of the State of California. Franchisee is qualified to transact business in the State of California and has the corporate power to own its properties and to carry on its business as now owned and operated and as required by this Agreement.

4.3.2 Corporate Authorization.

Franchisee has the authority to enter into and perform its obligations under this Agreement.

The Board of Directors of Franchisee (or the shareholders if necessary) have taken all actions required by law, its articles of incorporation, its bylaws or otherwise, to authorize the execution of this Agreement. The Persons signing this Agreement on behalf of Franchisee have authority to do so.

Entering into this Agreement does not violate any provision of any other Agreement to which Franchisee is bound.

4.3.3 Ability to Perform.

Franchisee possesses the business, professional, and technical expertise to Collect, transport, and Process the Solid Waste, Recyclable Materials, and Organic Materials generated in the City.

Franchisee possesses the equipment, facility(ies), and employee resources required to perform its obligations under this Agreement.

4.3.4 No Criminal Convictions.

Franchisee represents and warrants that none of its officers or directors have been found guilty of felonious conduct, bribery of public officials, fraud, deceit, false claims, racketeering or illegal transport or disposal of Hazardous Waste. The term “found guilty” shall be deemed to include any judicial determination of guilt including, but not limited to, pleas of “guilty”, “nolo contendere”, “no contest” or “guilty to a lesser charge” entered as part of a plea bargain.

4.3.5 No Prior Terminations for Misconduct.

Franchisee represents and warrants that no prior agreement to which Franchisee was a party was terminated for misconduct or cause by the Franchisor.

4.3.6 No Prohibitions by Law.

To the best of Franchisee's knowledge after reasonable investigation, there is no judicial decision that would prohibit this Agreement or subject this Agreement to legal challenge.

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4.3.7 No Resulting Breach.

To the best of Franchisee's knowledge after reasonable investigation, the execution or delivery of this Agreement or the performance by Franchisee of its obligations hereunder does not conflict with, violate, or result in a breach (i) of any law or governmental regulation applicable to Franchisee; or (ii) any term or condition of any judgment, order, or decree of any court, administrative agency or other governmental authority, or (iii) any Agreement or instrument to which Franchisee is a party or by which Franchisee or any of its properties or assets are bound, or constitutes a default thereunder.

4.3.8 Good Corporate Citizenship.

Franchisee shall continue to be an involved, good corporate citizen by contributing sponsorships, clean-up assistance/event participation, educational activities, neighborhood and civic group involvement, and environmental contributions to the City. Franchisee’s commitment to good corporate citizenship as the holder of an exclusive Franchise in the City is set forth in Exhibit B.

4.3.9 Accuracy of Representations.

The representations and warranties made by Franchisee in this Section 4.3 above are true and correct on and as of the Effective Date of this Agreement.

4.4 Extension of Franchise for Bid Process.

Franchisee agrees to comply with Section 10.6.3 herein by executing a temporary extension of services under this Agreement at mutually agreed upon rates for a period up to nine (9) months after the end of the Term, and to comply with the other requirements of Section 10.6.3, in order to permit the City a reasonable time to conduct a bid and/or contract process for new Discarded Materials management services. In the event of a temporary extension of services pursuant to this Section, Franchisee shall be ent itled to seek a rate adjustment pursuant to Article 10 hereof, subject to Proposition 218 requirements. Franchisee’s continued performance pursuant to this Section is subject to Franchisee receiving its requested rate adjustment effective at the commencement of the extension term after City’s timely compliance with Proposition 218 requirements.

5. COLLECTION SERVICES AND CONTAINER REQUIREMENTS

5.1 General Standards.

The work to be performed pursuant to this Agreement shall include the furnishing of all supervision, labor, materials, equipment, tools, expertise and any other items necessary to perform the services described in this Agreement. All work shall be accomplished in a courteous, thorough and workmanlike manner and adhere to the highest standards consistent with the best practice in the industry.

5.2 General Terms of Collection Applicable to All Customer Categories; Mandatory Service.

Franchisee shall be responsible for the Collection, Processing, transportation, Recycling, Composting and marketing services, as appropriate, of Discarded Materials generated within the City limits in accordance with the terms of this Agreement, SB 1383 Regulations, and Chapters 8.24 and 8.25 of the City of Bell Municipal Code, all as in accordance with Applicable Law. The work to be performed pursuant to this Agreement shall include the furnishing of all labor, materials and equipment necessary

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for, and the Collection of all Discarded Materials from, Residential, Multi -Family and Commercial Premises within the City limits according to the terms of this Agreement, and the disposal, Recycling, Composting and/or Diversion of such materials. Franchisee shall own or lease and maintain at its expense all equipment necessary to perform its duties as provided for under this Agreement, including sufficient radio equipment for office to field equipment communication.

Pursuant to Chapters 8.24 and 8.26 of the Bell Municipal Code, and except as provided below, all Owners, occupants, Customers, Generators or other Persons responsible for the day-to -day operation of any Residential, Multi -Family or Commercial Premises with in City shall make arrangements to obtain and pay for Collection service provided by Franchisee under this Agreement. The City shall require all such Owners, occupants, Customers, Generators or other Persons to subscribe to the Collection service provided for in this Agreement and Bell Municipal Code. Franchisee shall commence service to new Customers within seven (7) Days after order.

5.2.1 Three-Stream System; Containers.
(a) Blue, Black, Green Container Sets.

Starting as of the Commencement Date, Franchisee shall provide a three - Container Collection program for Discarded Materials generated in City Limits. The three -Container system shall include Franchisee’s provision of three Container types to every Resident ial, Multi -Family and Commercial Premises Customer:
(i) At least one Blue Container for the storage and Collection of Blue Container Waste; and
(ii) At least one Black Container for the storage and Collection of Black Container Waste; and
(iii) At least one Green Container for the storage and Collection of Green Container Waste.

5.2.2 Source Separation into Appropriate Containers.

Franchisee shall monitor disposal of Discarded Materials and exercise diligent efforts, including public educational outreach, to facilitate and maximize the Source Separation of Discarded Materials as follows:
(a) Black Containers shall be used for the disposal and Collection of Black Container Waste;
(b) Green Containers shall be used for the disposal and Collection of Green Container Waste; and
(c) Blue Containers shall be used for the disposal and Collection of Blue Container Waste.

5.2.3 Hours of Collection Operations.
(a) 5.2.3.1. Residential Hours:

Collection services at each Residential Premises and all Multi-Family Premises shall not start before 7:00 a.m. nor continue after 5:00 p.m. of any Day.

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(b) 5.2.3.2. Commercial Hours:

Collection services at Commercial Premises shall not start before 7:00 a.m. nor continue after 5:00 p.m. of any Day.
(c) 5.2.3.3. Revisions to Hours:

Franchisee may request, and City Manager may authorize in writing, as needed, revised Collection hours to accommodate operational requirements.

5.2.4 Color and Labelling; New/Replacement Containers to be SB 1383 Compliant.

After the Commencement Date, when Franchisee puts a new Container in service or replaces a Container in accordance with this Agreement, such new or replaced Container shall comply with 14 CCR Section 18984.7 and 14 CCR Section 18984.8. Notwithstanding anything to the contrary in this Agreement, Recyclable Containers are not required to conform with the color requirements of 14 CCR Section 18984.7 until they are replaced by Franchisee.
(a) For new or replacement Containers, Franchisee shall imprint new Container bodies or lids with text or graphic images that indicate the primary materials accepted and the primary materials prohibited in that Container. Labels shall clearly indicate items th at are Prohibited Container Contaminants for each Container. Prior to ordering any Containers or lids with in-mold labels, Franchisee shall submit a sample of its proposed label, proposed location(s) for placement of labels on each type of Container, and its labeling plan to the City Manager for approval.
(b) All Containers provided by Franchisee shall be kept in a reasonable condition and appearance. Franchisee shall maintain ownership of all Containers provided to Customers at all times.

5.2.5 No Overflow / Overfilling.

Overflow or overfilling of Containers occurs where Discarded Materials contained therein spill-over or extend beyond the top or sides of the Container, or the containerized Discarded Materials fall from the Container to the ground (either during Container storage or Collection) due to the size and/or number of Discarded Materials contained, or the lid of any lidded Container is unable to fully close due to the size and/or number of Discarded Materials contained therein. (a) Overage Notification and Fee
Where Franchisee identifies instances of overfilling of Containers at any Premises, it will document the overfilling through the use of film or digital photography. Franchisee will tag overfilled/overflowing Containers (with tags that include the date, time, and description of Container overflow) or deliver to the Customer a written notice via regular mail at the Customer’s service address (or Owner’s address if Owner is the direct Customer). In addition, as soon as reasonably possible thereafter, Franchisee may notify the Customer by electronic means, which may be via text message or e -mail. Franchisee’s notice shall provide documentation of the overfilling to both the City and the Customer. Where such documentation was presented to the Customer and Franchisee documents another instance of overfilling within a rolling twelve

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(12) month period of a prior overfill violation, Franchisee is authorized to charge an Overage Fee in the amount set forth in Exhibit A hereto. Container sizes, frequency of Collection, or levels of service to the offending Customer may otherwise be modifi ed to accommodate Discarded Materials overages generated at a Premises as described further in this Section 5.2. Franchisee will maintain and provide the City a log listing all Customers where overfilled Discarded Material was observed and actions taken in response by Franchisee, upon request by City. In addition, Franchisee will provide the City Manager with verbal notification prior to delivering the next larger-sized Container, service levels or adjusting the service rate(s) to a Premises in accordance with this Section.

5.2.6 Container Condition.

Franchisee at its sole cost and expense shall maintain all Franchisee Containers in good condition and repair as needed. Franchisee shall, at no charge, replace any Containers (Carts or Bins) which become unusable by reason of normal conditions of wear and tear. During all times that a Container is in the custody and control of Franchisee, Franchisee shall not store such Container in or on public streets or rights-of-way.

5.2.7 Graffiti Removal.

Immediately upon notification or driver observance of graffiti on any Container, Franchisee shall exchange the vandalized Container with a clean Container of the same type and capacity.

5.2.8 Replacement of Damaged or Stolen Containers.

Franchisee shall, once per calendar year at no charge, repair or replace any provided Container which becomes unusable by reason of ordinary wear and tear, theft, or damage through no fault of the Customer or Owner of the Premises. Thereafter in each calen dar year, Franchisee shall charge the actual replacement or repair cost to each Customer for replacement or repair of Containers that are stolen or damaged for any other reason. Customers requesting to have a Container exchanged more than one (1) time per year will be charged the rate therefor set forth on Exhibit A. Franchisee shall return the repaired or replaced Containers within seven (7) business days.

5.2.9 Mechanized Collection; Safe Return to Collection Location.

Franchisee shall provide all Container Collection services using a mechanized vehicle pick-up system for Discarded Materials. Mechanized shall mean that Franchisee shall provide Collector trucks that are capable of picking up Containers, emptying them into the truck beds, and then returning the Containers to the Collection Location.

5.2.10 Safe Return.

Where the Collection Location is within an enclosure constructed pursuant to the requirements of the City, the Franchisee shall be responsible for the removal and replacement of all Containers placed therein. The Franchisee shall use sufficient care in the handling of such Containers so as to prevent any damage to the enclosure and/or the enclosure doors; and, in the case of either enclosure or Curbside Collections shall use sufficient care in the handling of Containers so as to prevent any damage to adjacent facilities or improvements. The Franchisee shall repair at its own expense and within thirty (30) working days after notification from the City any such enclosure or adjacent facilities or improvements damaged by it.

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(a) Repair of All Damage.

The Franchisee shall be responsible for the cost of repairing any property damaged by the negligent or intentional conduct of its employees or agents.

5.2.11 Customer Rates.

Customers shall be charged by Franchisee for its services hereunder at or below the Maximum Rate Schedule set forth in Exhibit A hereto.

5.3 Service Terms Specific to Residential Premises.

This Section 5.3 applies to Single -Family and Residential Multi-Family (i.e., those Multi -Family Premises excluded from Commercial category definition) Premises.

5.3.1 Residential Service Frequency.

Collection of Discarded Materials (except Bulky Goods, C&D Materials and HHW) for Single- Family and Residential Multi-Family Premises shall occur at least once per week on a schedule approved by the City Manager. Holiday make -up Collections shall occur within one business day of the Holiday on which pickup was not performed.

5.3.2 Minimum Residential Service Levels and Containers.

The Standard Single-Family Automated Cart service level for Single -Family and Residential Multi-Family Premises shall consist of three Carts (Blue, Black and Green) to be placed for Collection prior to Franchisee’s normal weekly Collection time. For Single -Family Residential Customers and Residential Multi-Family Customers, the base Containers are designated as 96-gallon Black, 96-gallon Blue, and a 96-gallon Green Carts. For an additional fee (set forth in Exhibit A), Franchisee may negotiate and bill Customers for special pickup services, if offered, above and beyond the minimum services described herein (e.g., backyard or scout services) upon Customer request therefor. (a) Placement of Containers.

Unless subject to a special, non-regular service, Residential Discarded Materials must be placed within Containers at Curbside or in the Collection Location without obstructions, so as to permit reasonably convenient Collection by Franchisee. Residential Customers may elect to place Containers at an alternate Collection Location, if approved by City in writing, provided that the placement and retrieval of Containers complies with the requirements of the Bell Municipal Code.
(b) Backyard Service for Disabled Customers.

Franchisee shall provide backyard service to all Customers who are physically unable to bring their Carts to the curb, free of charge. To qualify for this service, Customers shall provide Franchisee with proof of disability, such as State - issued disability-related permit or benefit.

5.3.3 Residential Container Capacity.

If basic service Residential Containers prove to be of insufficient size for a Residential Customer, so as to cause the overfilling of, or overflow from, such Containers, then Franchisee shall

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provide additional Containers or larger Containers to prevent such overflow at the Premises in accordance with Section 5.2.5.
(a) Additional Carts.

Customers may also request additional Containers, in which case Franchisee shall charge the appropriate monthly fee, plus any additional fees for exchanging or replacing Containers in accordance with Section 5.2.8, as set forth in Exhibit A.
(b) Smaller Size Carts.

Franchisee shall provide smaller sized Carts, upon request by the Customer, as long as such smaller Carts do not result in overfilling or spillage of Discarded Materials. Franchisee shall provide such Carts at the rate set forth in Exhibit A.

5.3.4 Move In/ Out Collection Service.

Within three (3) months of opening a new account, at no additional charge, each Residential Premises unit may request that Franchisee provide one on-call Move -In/ Out Recyclable Material Collection Service for Recyclable packaging materials such as flattened cardboard boxes, bundled newspaper, and packaging foam. This will be offered as a one-time service for each new account. This service shall only include Recyclable Materials, and in the event that the unit includes Black Container Waste in the materials set out for Collection by Franchisee, this service shall be counted as one of the unit’s free annual Bulky Waste Collections as set forth in Section 5.5.3.

5.3.5 Dry Cell Household Battery Collection.

Franchisee shall provide Collection receptacles for batteries at City-specified locations and Collect, Recycle or process the contents thereof, and replace the receptacles on an as-needed basis, at no additional charge to Residential or Residential Multi -Family Customers. Battery Collection program information, including the available locations for battery drop- off, shall be included in Franchisee’s public outreach and education programs per Section 6.6.

5.4 Service Terms Specific to Commercial and Commercial Multi-Family Collections.

This Section 5.4 applies to Commercial and Commercial Multi -Family (i.e., those Multi -Family Premises included in the Commercial category definition) Premises that have not received a waiver pursuant to SB 1383 and Section 5.4.3 hereof.

5.4.1 Commercial Service Frequency.

Collection of Discarded Materials (except Bulky Goods, C&D Materials and HHW) for Commercial and Commercial Multi-Family Premises shall occur at least once per week on a schedule approved by the City Manager. Holiday make -up Collections shall occur within one business day of the Holiday on which pickup was not performed. A Commercial complex or a Commercial Multi - Family complex may share Containers with neighboring business establishments provided that all sharing units are constituents of the same Premises.

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5.4.2 Minimum Commercial Service Levels and Containers.

The basic or minimum service level for Commercial and Commercial Multi -Family Premises shall consist of three Containers (Blue, Black and Green) to be placed or maintained for Collection prior to Franchisee’s normal weekly Collection time:
(a) Container Capacity and Location:

The size of Containers and the Collection Location for automated Collection from Commercial and Commercial Multi -Family Premises shall be mutually - agreed as between the Commercial Premises’ management and Franchisee, excepting that (i) any storage or placement of Commercial Containers in public streets or rights-of-way shall be subject to the prior written approval of the City, (ii) Container sizes must be sufficient to prevent overflow of Discarded Materials, and (iii) sufficient space in the prescribed Collection Location for safe and convenient Collection by Franchisee. Subject to the foregoing restrictions, capacity options for the mandated three Containers (Blue, Green, Black) may be any combination of Carts, Bins, or Roll-Offs.

If basic service Commercial Containers prove to be of insufficient size for a Commercial Customer or complex, so as to cause the overfilling of, or overflow from, such Containers, then Franchisee shall provide additional Containers or larger Containers to prevent such overflow at the Premises in accordance with Section 5.2.5.
(b) Container Access.

Unless subject to special backyard or scout services, Commercial Premises Containers shall be placed for Collection in an unobstructed Collection Location acceptable to Franchisee and City, which Location may be Curbside (in the case of Carts), in an alley, Container enclosure, or such other convenient Collection Location deemed appropriate, accessible, and non-disruptive to vehicular or pedestrian traffic. Franchisee may negotiate and bill Commercial Premises Customers for special pick-up procedures above and beyond the normal services described herein (e.g., backyard or scout services) upon Customer request therefor, or for Containers that are obstructed in a manner that prevents mechanized Collection by Franchisee, or for Containers otherwise not placed in a proper Collection Location. If there is a dispute between Franchisee and Customer regarding the need for special pick-up procedures City Manager shall make the final determination.

5.4.3 Available Waivers for Commercial and Multi-Family Premises.

Commercial and Multi -Family Premises may be exempted from their obligation to comply with some or all of the three -stream service requirements set forth in this Agreement, SB 1383 Regulations, and/or Bell Municipal Code Chapter 8.26, if: (i) the Multi -Family or Commercial Premises (through their Owner) provide documentation, or the City has documentation from its staff, the Franchisee, licensed architect, or licensed engineer demonstrating that the Premises lack adequate space for Blue Containers and/or Green Containers, or (ii) that such Commercial or Multi -Family Premises are otherwise entitled to a waiver pursuant to SB 1383 Regulations and/or Bell Municipal Code Chapter 8.26. Commercial/ Multi-Family waivers are only effective upon application therefor by the Commercial/Multi-Family Premises’ Owner and written approval thereof by City.

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Franchisee shall use reasonable efforts to assist City to verify that Commercial and Multi - Family Customers’ de minimis, physical space constraint, and/or Collection frequency waivers meet the applicable thresholds under 14 CCR Section 18984.11 by reviewing records Franchisee is required to keep and maintain under this Agreement. Franchisee shall use reasonable efforts to re -verify de minimis and physical space constraint waivers issued by City at least once every five (5) years from the date of issuance of the waiver. When City grants a waiver to a Customer, City shall notify Franchisee of any such waiver granted by the City within seven (7) Business Days.

5.5 Non-Regular Collection and Container Services.

5.5.1 Temporary Services.

Temporary Bin service and temporary Cart services (i.e., a Container delivered to a Residential, Multi-Family or Commercial Premises for the Collection and removal of Discarded Materials) shall be provided at the frequency and location desired by the Customer in accordance with the requirements of the Municipal Code at such service rate(s) as specified in Exhibit A.

5.5.2 Construction and Demolition Debris.

All Customer types may receive service for the Collection of C&D Materials through the Franchisee’s temporary rental of Bins or Roll -Offs at the duration, capacity and service levels necessitated by the C&D Materials to be generated at the Premises. Such B in or Roll-Off rentals for C&D Materials shall be at the rates set forth in Exhibit A.

5.5.3 Collection of Bulky Waste.

Franchisee will make a good faith effort to Divert Bulky Goods Collected in accordance with this Agreement away from a Landfill to another facility where it can be either Recycled or refurbished for reuse. To the greatest extent feasible, Franchise shall cooperate with extended producer responsibility organizations and other product stewardship organizations for the recycling and reuse of items such as textiles, carpet, mattresses, etc. Collection of C&D Materials is not included in this service.
(a) Weekly Bulky Waste Program.

Franchisee shall provide Bulky Waste Collection to Single -Family Premises, at no additional charge, at least one day per week, with each Bulky Waste pick- up being limited to five (5) Bulky items. As noted in Section 1.2.18 of this Agreement, Bulky Waste as defined by the City shall include White Goods, E- Waste, and bundled and tied yard waste and/or wood waste that does not qualify as Green Waste due to its size barring containerization (all Green Waste that can be containerized must be deposited in the Green Container). Securely bundled oversized yard/wood waste will be counted as one Bulky Waste item.

Franchisee will establish the Bulky Waste Collection schedule with the City Manager prior to each Contract Year. Franchisee will include this schedule of Bulky Waste Collection in their Customer billings. Multi-Family Premises and Commercial Premises shall be charged for each Bulky Waste pickup in accordance with the rate schedule in Exhibit A.

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(b) Abandoned Bulky Waste Collections.

Franchisee shall Collect and remove at no charge any abandoned Bulky Waste items dropped in City public right-of-way areas, at City parks, and other public locations. Collection shall be made within 24 hours of notice by the City or a Customer of the Franchisee.

5.5.4 Emergency Services.

Franchisee shall assist City in the event of terrorist attack or major disaster, such as an earthquake, storm, riot or civil disturbance, by providing Collection vehicles and drivers normally assigned to the City, at Franchisee’s actual and sole cost. Franchisee shall cooperate with City, County, State and Federal officials in filing information related to a regional, State or Federally-declared state of emergency or disaster or terrorist attack as to which Franchisee has provided equipment and drivers pursuant to this Agreement.

5.5.5 Shred Events.

Franchisee shall host two (2) shred events per year during the Term of this Agreement, with one of the events occurring during annual Earth Day event. Events shall be held at times and locations agreed upon by the Parties in writing. Franchisee shall be responsible for publicizing the shred events.

Each shredding service provided at each event shall be designed to accommodate up to a maximum of five (5) “Bankers” boxes of paper or other media suitable for shredding from each Residential and Multi-Family Premises Customer residing within the City.

5.5.6 Mayor’s Clean-Up Project.

Each month, Franchisee shall reasonably provide City with tools and Containers for the Mayor’s Clean-up Project hosted by the City, subject to health and safety guidelines for such activities.

Materials to be provided by Franchisee may include, but are not limited to, safety vests, trash bags, and grabber tools for residents to use for litter pick-up.

5.5.7 SHARPS Program.

Franchisee shall provide prepaid mail -in containers (at least 1.5 quarts) to Residential Customers requesting such containers for the purpose of properly disposing of medical needles or other wastes defined as SHARPS by CalRecycle or its successor agency. This service shall be known as the “SHARPS Program” and will be provided at no cost to the City or its Customers. Each Residential unit shall receive one postage-paid Sharps container per year at no additional charge to the Customer within one week of request. Additional Sharps containers shall be provided at the rate in Exhibit A. Franchisee shall publicize the SHARPS Program in all semi -annual newsletters and on its website to ensure that City residents are aware of this program and how to participate.

5.5.8 Medication Takeback Program.

Franchisee will assist the City in increasing awareness of medication takeback programs provided by local pharmacies, or programs offered by other government entities. Franchisee may promote these programs through: posting on Franchisee's website, inclusion in the Annual Brochures/Mailings mailed to each Residential Premises Customer, billing inserts, social media targeted outreach, and press releases to local news outlets.

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5.5.9 Food Waste Kitchen Pail.

Within one week of Customer request, Franchisee will deliver one (1) Food Waste Pail at no additional cost to Single -Family Premises and Multi -Family Premises’ units for the collection and transportation of Food Waste to the Green Container. Franchisee will provide instructions for use upon delivery which may also be included in Franchisee’s education and outreach efforts. Additional Food Waste Pails shall be provided at the rate in Exhibit A.

5.5.10 Free Service to City Facilities.

The Franchisee shall Collect not less than once per week, at no cost to the City, all Discarded Materials and C&D Material from City Hall (6330 Pine Avenue), the City Maintenance Yard (5320 Gage Avenue), and the City Community Center (6250 Pine Avenue), or such other City-operated locations as the City may additionally designate, utilizing Container sizes and following a Collection schedule as determined by the City.

5.5.11 No Cost Service for City Events.

Franchisee shall provide three -container Source -Separated Collection services at all City - sponsored events at no additional cost to the City or Customers. These City-sponsored events are listed in Exhibit C.

5.5.12 Large Event Assistance.

Franchisee shall assist City planners of Large Events with reporting and planning needs to provide Recycling and Organics Materials Diversion as may be useful in meeting the requirements of AB 2176 and SB 1383, and in lowering Disposal quantities generated at such events at no additional charge to City or Customers. Franchisee’s event assistance shall include upfront planning of Bin placement, providing Bins at each Collection Location with clear messaging to encourage recycling and/ or Food Waste Diversion, clean -up services, sponsorships, and educational giveaways such as Sharps containers and kitchen pails if requested by City.

5.5.13 Christmas Tree Pickup.

Franchisee agrees to Collect Christmas trees at no additional charge to Residents for a four (4) week period beginning December 26th of the applicable calendar year. The trees shall be Diverted, either by deposit at a Composting facility, a tree farm or nursery, or a grinding operation where feasible; Franchisee shall Collect Christmas trees with tinsel, flocking or ornaments from the Collection Location and dispose such trees as appropriate. Non-Residential Commercial Premises may have Holiday Trees Collected as Bulky Waste.

5.6 Development Review.

Franchisee, upon City’s request, shall assist the City in the review of planning applicants’ plans for projects covered by Public Resources Code § 42911, including Commercial and Multi-Family projects, to provide for effective and economical accumulation and Collection of Discarded Materials.

5.7 Facility Tours.

Franchisee shall offer and promote free educational tours of any of its local Facilities to community and school groups.

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5.8 “We’re Looking Out for You” Program.

Franchisee shall implement its crime prevention and safety watch program, We're Looking Out for You. Franchisee shall actively participate with law enforcement and emergency services to reduce crime and maintain neighborhood safety.

6. STANDARDS OF PERFORMANCE, MATERIALS MONITORING, AND OUTREACH

6.1 Availability of Franchisee
Franchisee has established, and shall continue to maintain a local office for the purpose of handling Customer inquiries, orders and complaints. The “local” office must remain in a location within fifteen (15) miles of the City boundary and having the same telephone area code as that existing in the City.

The local office shall be open to the public between the hours of 8:00 a.m. to 5:00 p.m., five (5) Days per week, Monday through Friday, Holidays excepted. A representative of Franchisee shall be available during office hours for communication with the public at such local office. Additionally, the Franchisee shall continue to employ the services of a telephone answering exchange for calls during non-business hours and provide a telephone system sufficient and adequate to handle calls during peak periods. The Franchisee shall provide the City’s City Manager and the City’s Police and Fire Departments with any updated emergency telephone numbers. Franchisee shall have a representative or answering service available at said telephone number during all hours other than normal office hours.

6.2 Contamination Monitoring

6.2.1 Methodology; Route Reviews
Franchisee shall implement a contamination monitoring program to minimize Prohibited Container Contaminants and prohibit Excluded Waste in a manner that complies with 14 CCR Section 18984.5. Franchisee may conduct Route Reviews of its Hauler Routes to comply with contamination monitoring requirements under this Agreement and all Applicable Laws using either physical Container inspections (i.e., lifting Container lids to check for Container Contamination) or using a smart truck camera system. The Franchisee’ s Hauler Route personnel shall observe, via physical inspection or a truck camera or automated intelligence system, the contents of surveyed Containers as, or before, the Discarded Materials are emptied into the vehicle. Upon finding Prohibited Container Contaminants or Excluded Waste in a Container, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocols set forth in Section 6.2. Franchisee is not required to inspect every Container on any one route, but rather may select planned areas of survey, to be prepared by Franchisee and provided in advance by writing to City, for Container inspection on an area-by-area basis as needed to comply with the standards for contamination monitoring set by 14 CCR Section 18984.5(b). Route reviews shall include a sample size of at least five percent (5%) of all Containers on each Hauler Route.

6.2.2 Records of Contamination.

When Franchisee identifies Prohibited Container Contaminants or Excluded Waste in a Container, Franchisee shall record each such event of identification in a written or database log or through the on-board computer system including date, time, Customer’s address, type of Container (Blue, Green, or Black); and maintain photographic evidence if available. Franchisee shall submit this evidence into the Customer’s account record to note the event.

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6.2.3 Prohibited Container Contaminants.
(a) Residential Premises.

Upon finding Prohibited Container Contaminants in a Container at a Residential Premises (including Residential Multi -Family), Franchisee shall follow the following contamination noticing procedures:
(i) First and Second Occurrence.

For the first and second occurrence within any twelve (12) month period of Container Contamination, Franchisee shall Collect the contaminated Container, shall tag the Container with a written description of the date, time and description of observed contaminants, and shall promptly thereafter deliver to the Customer a written notice via regular mail and email (if available) at the Customer’s service address (or Owner’s address if Owner is the direct Customer) containing the following information:
a. The fact the Container required special handling because of the observed presence of Prohibited Container Contaminants; b. The date and time the notice was issued;
c. Any photographic evidence of the violation(s);
d. A description of the materials that are appropriate for Collection in the subject Container type and proper methods of Source Separation;
e. An explanation that subsequent incidents of contamination may, or will continue to, result in non-Collection, the imposition of a Contamination Fee, and where warranted, require additional or larger-sized Collection Containers; and f. Franchisee’s contact information to obtain additional information and/or receive responses to questions the Customer may have.
(ii) Third and Subsequent Occurrences
For the third and subsequent occurrence within any twelve (12) month period of Prohibited Container Contaminants, Franchisee shall Collect the contaminated Container and may charge the Residential Premises a Contamination Fee as set forth in Exhibit A. Franchisee shall deliver to the Customer a written notice via regular mail and email (if available) containing the information listed immediately above. In addition, Franchisee shall notify the City in writing of such repeat Prohibited Container Contamination violations and deliver to City copies of all notices, tags and evidence related thereto. City shall consult with Franchisee to consider, and pursue as applicable, appropriate legal remedies against the offending Customer.

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(b) Commercial and Multi-Family Premises.

Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the following contamination noticing procedures for Commercial and Commercial Multi-Family Premises:
(i) First and Subsequent Occurrences.

For the first occurrence within any twenty-four (24) month period of Container Contamination, Franchisee shall Collect the contaminated Container, shall tag the Container and shall promptly thereafter deliver to the Customer a written notice via regular mail and email (if available) with a written description of the date, time and description of observed contaminants, at the Customer’s service address (or Owner’s address if Owner is the direct Customer) containing the following information:
a. The fact the Container required special handling because of the observed presence of Prohibited Container Contaminants; b. The date and time the notice was issued;
c. Any photographic evidence of the violation(s);
d. A description of the materials that are appropriate for Collection in the subject Container type and proper methods of Source Separation;
e. An explanation that subsequent incidents of contamination may, or will continue to, result in non-Collection, the imposition of a Contamination Fee, and where warranted, require additional or larger-sized Collection Containers; and f. Franchisee’s contact information to obtain additional information and/or receive responses to questions the Customer may have.
(ii) Second and Subsequent Occurrences.

For the second and subsequent occurrence within any twenty-four (24) month period of Prohibited Container Contaminants at Commercial or Multi-Family Premises, Franchisee shall Collect the contaminated Container and may charge the Premises a Contamination F ee as set forth in Exhibit A. Franchisee shall deliver to the Customer a written notice via regular mail and email (if available) containing the information listed immediately above. In addition, Franchisee shall notify the City in writing of repeat (three or more) Prohibited Container Contamination violations at a Commercial or Multi -Family Premises, and deliver to City copies of all evidence, tags and evidence related thereto. City shall consult with Franchisee and consider, and pursue as applicable, appropriate legal remedies against the offending Customer.

6.2.4 Excluded Waste.

If Franchisee’s personnel observe Excluded Waste in any uncollected Container, the Franchisee’s personnel shall post a non-Collection tag on that Container explaining the date, time, and

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nature of Excluded Waste identified, and may additionally notify the Customer via email/SMS text (if available) or telephone call regarding the observation of Excluded Waste. Franchisee shall not Collect the Discarded Materials that contain Excluded Waste. Franchisee may, upon the first instance of observed Excluded Waste in a Container within any twelve (12) month period, levy a Contamination Fee upon the offending Customer as set forth in Exhibit A. Franchisee shall promptly thereafter deliver to the Customer a written notice via regular mail at the Customer’s service address (or Owner’s address if Owner is the direct Customer), and additionally via email/SMS text (if available) to the Customer’s address containing the following information:
(a) The fact the Container could not be Collected because of the observed presence of Excluded Waste;
(b) The date and time the notice was issued;
(c) Any photographic evidence of the violation(s);
(d) A description of the materials that are appropriate for Collection in the Franchisee Containers, proper methods of Source Separation, and an explanation of Excluded Waste being prohibited from any Container; (e) An explanation that subsequent incidents of Excluded Waste may, or will continue to, result in non- Collection, and the imposition of a Contamination Fee; and
(f) Franchisee’s contact information to obtain additional information and/or receive responses to questions the Customer may have.

6.2.5 Franchisee Response.

Franchisee’s route supervisor shall investigate and initiate applicable action within one (1) Business Day or sooner if Excluded Waste may cause immediate threat to public health or safety. Whenever a Container is not Collected, Franchisee shall contact the Customer on the scheduled Collection day or within twenty-four (24) hours of the scheduled Collection day by telephone, email, text message, or other verbal or electronic message to explain why the Container was not Collected; Franchisee shall keep a lo g of such contacts with a description of the precipitating event, the date, time, Customer address, contact information utilized for communications, and summary of discussions. Whenever a Container is not Collected because of Excluded Waste, a Customer service representative shall contact the Customer to discuss, and encourage the Customer to adopt proper Discarded Materials preparation and separation procedures, and direct removal and proper disposition of Excluded Waste observed.

6.2.6 City Notice and Action.

Franchisee shall notify the City in writing of repeat (three or more) Excluded Waste violations at a Premises, and deliver to City copies of all evidence, tags, notices and evidence related thereto. City shall consult with Franchisee to consider, and pursue as applicable, appropriate legal remedies against the offending Customer.

6.3 SB 1383 Compliance Reviews.

Subject to Applicable Law governing data security and privacy rights, including, without limitation, the California Consumer Privacy Act of 2018 (Civ. Code, § 1798.100 et. seq.), Franchisee shall, upon City’s request, assist City with its annual compliance review of Commercial and Multi -Family Customers as set forth in 14 CCR Section 18995.1(a)(1)(A) and investigations of complaints as set

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forth in 14 CCR Section 18995.1(a)(3). Any such compliance review shall mean a “desk” review of records to determine the Commercial/Multi -Family Customer’s compliance with 14 CCR Section 18984.9(a). Notwithstanding the foregoing and unless otherwise provided in the Agreement, Franchisee shall not have any obligation to inspect the Premises of any Customer or pursue any enforcement action related to, or arising out of, 14 CCR Section 18995.1, Section 18995.3, and Section 18995.4, which remain the sole obligations of City pursuant to Applicable Law.

6.3.1 Annual Reviews.

Annually Franchisee shall conduct Hauler Route reviews of Commercial, Multi -Family, and Residential Generators for compliance with the City’s Discarded Materials Collection program and Container contamination monitoring. These Hauler Route reviews may be performed concurrently with the contamination monitoring Hauler Route reviews, provided that Franchisee documents a reasonable sampling of Generators for which compliance with the Discarded Materials program was assessed during the Hauler Route review.

6.4 Automatic Enrollment.

City mandates that the Owner of each Commercial Premises and Multi -Family Premises in the City, where Discarded Material is produced, to subscribe to the Source Separated three -container system provided for in this Agreement as specified in Section 5.2.1 and applicable provisions of the Bell Municipal Code and consistent with Applicable Law. City shall direct Franchisee to automatically enroll any new or unsubscribed Single-Family, Commercial and Multi-Family Premises Customers in Black Container, Blue Container and Green Container Collection services pursuant to applicable provisions of the Municipal Code. Franchisee shall provide these services at the rates specified in Exhibit A.

6.5 Record of Non-Collected Materials.

The Franchisee shall notify Customers in the event any item left for disposal is not picked up for any reason. Said notification shall be in writing, which may include email notification, and state Franchisee’s telephone, address and shall give the reason for non-Collection. Reasons for non- Collection may include, but are not limited to the following: Containers inaccessible to Franchisee (after Franchisee has made a reasonable effort to secure access); improper Container; Container overfilled; heavy Container; or, the Container includes Hazardous Waste or Excluded Waste. The Franchisee shall maintain a record of all items not Collected and provide a copy of said record to the City Manager or his or her designee in accordance with the reporting provisions hereof.

6.6 Public Education and Outreach.

Franchisee shall, at its sole expense, create all applicable education materials and conduct all education programs and activities as provided by and in accordance with 14 CCR Section 18985.1.

6.6.1 General.

In general, Franchisee -provided public education and outreach shall include all content required by this Section 6.6 and should: (i) inform Generators about the services that are provided under this Agreement with specific focus on describing the methods and benefits of source reduction, reuse, and reduction of Landfill disposal; (ii) instruct Generators on the proper method for placing Discarded Materials in Containers for Collection, Source Separation, and setting Containers out for

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Collection with specific focus on minimizing Prohibited Container Contaminants; (iii) clearly define Excluded Waste and educate Generators about the hazards of such materials and their opportunities for proper handling; (iv) discourage Generators from buying products if the product and its packaging are not readily reusable, Recyclable, or Compostable; (v) inform Generators subject to Edible Food recovery requirements under SB 1383 Regulations of their obligation to recover Edible Food and actions they can take to prevent the creation of Food Waste; (vi) encourage the use of Compost and Mulch; and, (vii) encourage Generators to purchase products/packaging made with Recycled-content materials. The cumulative intended effect of these efforts is to reduce each Customer’s generation of Black Container Waste service and, ultimately, disposal, and Franchisee agrees to support and not undermine or interfere with such efforts.

6.6.2 Franchisee Cooperation and/or Support for City Educational Efforts.

Franchisee acknowledges that it is part of a multi-party effort to operate and educate the public about the integrated waste management system. Franchisee shall cooperate and coordinate with the City on public education activities to minimize duplicative, inconsistent, or inappropriately timed education campaigns. Franchisee shall obtain approval from the City Manager on all Franchisee - provided public education materials as set forth in Exhibit D. In the event the City desires City shall have the right to request that Franchisee include City identification and contact information on public education materials and approval of such requests shall not be unreasonably withheld. The City reserves the right to direct the Franchisee to modify the education and outreach program at any reasonable time.

6.6.3 Education and Outreach Plan.

Franchisee shall develop and submit a public education plan to promote the programs performed by Franchisee under this Agreement. The public education plan shall present the education activities as set forth in Exhibit D for the upcoming calendar year and shall be submitted with the Franchisee’s annual report. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, identify program objectives, individual tasks, public education materials to be developed or updated, opportunities for expanded partnerships, and a timeline for implementation. Franchisee shall meet with the City Manager or designee to present and discuss the plan, and the City Manager or designee shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without written approval of the City, which shall not be unreasonably withheld or delayed.

6.6.4 Content.

Annually the Franchisee shall include the following education and outreach content to Customers by incorporation of this content into the public education materials:
(a) Information on the Generator’s requirements to properly Source Separate Blue Container Waste, Green Container Waste and Black Container Waste and place such materials in appropriate Containers pursuant to this Agreement, SB 1383 Regulations, and all other Applicable Law.
(b) Information on methods for the prevention and minimization of Recyclable Materials and Green Container Waste generation; managing such materials on Generator’s Premises through Composting or other source -based Diversion activities allowed under 14 CCR Sections 18983.1 and 18983.2; sending Green

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Container Waste to community Composting operations; and any other local requirements regarding Discarded Materials.
(c) Information regarding the methane reduction benefits of reducing the disposal of Green Container Waste, and the method(s) that the Franchisee uses to recover Organic Materials.
(d) Information regarding how to recover Source Separated Recyclable Materials, Blue Container Waste, and Green Container Waste, and a list of haulers approved by the City for pick-up and disposal of materials that are not Collected by Franchisee under its Franchise rights.
(e) Information related to the public health and safety and environmental impacts associated with the failure to Divert Recyclables and Organic Materials. (f) Information regarding programs for donation of Edible Food and a list of organizations (as approved by the City) that accept and distribute Edible Food donations or provide programs for regular Edible Food pick-up and distribution. And, for Commercial Customers, information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste.
(g) Information regarding Self-Hauling requirements.
(h) Information about special programs offered by the Franchisee, including without limitation, battery Collection program locations, holiday tree Collection, SHARPS program, shredding events, Kitchen Waste Pail program, City clean-up events, etc.
(i) Any other Federal, State, or local requirements to properly separate Discarded Materials or other necessary actions by Generators, including applicable requirements of the Bell Municipal Code, AB 341, AB 1826, and SB 1383 and corresponding their regulations.

6.6.5 Distribution Methods.

Franchisee shall use the following methods to provide education information to Customers:
(a) Printed materials:

Franchisee shall provide education materials in print (e.g., billing inserts; or in the case of mailings by City, Franchisee will provide education materials to so be mailed) at least once every three (3) months for each Customer category (Residential, Mul ti-Family and Commercial). Materials shall include a quarterly newsletter, annual brochure, flyers, and leaflets. The Franchisee shall be responsible for the design, printing, and distribution of these materials. All Franchisee-printed public education mat erials shall, at a minimum, use Recycled paper and/or be made of Recycled material. The Franchisee will use 100% post -consumer paper, and procure printed materials from local businesses.
(b) Electronic materials and website content:

Franchisee shall provide electronic and website content for all education and outreach materials, including those that were provided in print, and which may

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further include, but are not limited to: digital graphics, digital versions of print materials, social media posts, and blog posts. The Franchisee shall be responsible for the design, posting, and electronic distribution of these materials.
(c) Workshops.
(i) Recycling Workshops.

Franchisee shall provide recycling workshops at no additional charge to businesses with a need for or that request such a service. Franchisee will inform Customers about properly using their Source Separated Containers and benefits of recycling.
(ii) Compost Workshops.

Franchisee shall provide Composting workshops at no additional charge to residents and businesses with a need for or that request such a service. Franchisee will instruct Customers on how to turn their Organic Waste into Compost at their Premises.
(iii) Business Compliance Workshops.

Franchisee shall host free, semi -annual, on-site workshops for all Commercial businesses. Workshop presenters will provide educational materials, website, and social media channels describing the mandatory Recycling and Organic Waste Diversion requirements of AB 341, AB 1826, and SB 1383.
(d) Translations.

The Franchisee shall make all public education and outreach materials available in English, Spanish, Lebanese Arabic, including using website and/or QR Code references, or similar such technology for non-English materials (or printed upon request of a Customer).

6.6.6 Record of Educational Program Materials.

Franchisee shall include a copy of all education and outreach materials distributed and provide such materials to the City in a form and manner to ensure City compliance with 14 CCR Section 18985.3. Franchisee shall track and maintain records of SB 1383 educational activities using a cloud- based software (such as Minerva™ or Recyclist or equivalent) which shall be accessible to the City as needed.

6.6.7 Edible Food Recovery Program.

Franchisee shall support the City in maintaining an Edible Food recovery and food distribution program. As part of the Compliance Report, Franchisee shall annually provide City with a list of Commercial Edible Food Generators as described in 14 CCR Section 18982(a)(74) and 14 CCR Section 18982(a)(75), Food Recovery Organizations, and Food Recovery Services in the City.

Franchisee shall assist City in establishing a program with Food Finders or another qualified Edible Food recovery 3rd party collection partner of the City’s choosing. Franchisee shall provide educational

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materials in accordance with Section 6.6.1 of this Agreement and may inspect Edible Food Generators for compliance with the food recovery requirements of SB 1383.

6.6.8 Other Education Programs.

Franchisee and City shall jointly develop and implement a public awareness and education program that is consistent with the City’s Source Reduction and Recycling Element and its Household Hazardous Waste Element and the City’s Stormwater Program.

6.7 Annual Recycling Awards.

Each year, Franchisee shall recognize businesses with outstanding participation in Recycling and/ or Organic Waste programs, and SB 1383 Compliance, by identifying "recycling all-stars" for recognition during a City Council meeting.

6.8 Citizen Complaints.

All Customer complaints shall be directed to Franchisee. The Franchisee shall initially respond to all complaints within twenty -four (24) hours and shall exercise due diligence to resolve all complaints.

The City may, but is not obligated to, respond to complaints that have not been resolved within twenty- four (24) hours and may charge the Franchisee for the actual costs incurred therefor. In connection herewith, Franchisee shall adequately staff its telephone system so that it is capable of handling all calls during peak business hours.

6.8.1 SB 1383 Complaints.

Except with respect to contamination monitoring under Section 6.2, Franchisee shall commence an investigation, within ninety (90) Days of receiving a complaint in the following circumstances: (i) upon Franchisee receipt of a complaint that an entity may not be compliant with SB 1383 Regulations and if City determines that the allegations against the entity, if true, would constitute a violation of SB 1383 Regulations; and, (ii) upon City request to investigate a complaint received by City, in which City determines that the allegations against the entity, if true, would constitute a violation of SB 1383 Regulations. Franchisee is required to investigate complaints against Customers and Generators, but not against Food Recovery organizations or services, and other governmental entities regulated by SB 1383 Regulations. Any such investigation shall be a “desk review” of records collected and maintained by Franchisee to determine the Customer’s compliance with SB 1383 Regulations.

6.8.2 Missed Collection Complaints.

Franchisee shall Collect Containers during the Collection hours as set forth in Section 5.2.3.

For complaints about missed Collections, where Containers are properly and timely set out, received by 12:00 noon that Collection day, Franchisee shall return to the Premises and Collect the missed materials same day. For complaints about missed Collections that are received after 12:00 noon on a Collection day, Franchisee shall resolve the complaint by the end of the following day.

6.8.3 No Open Hauler Routes.

Franchisee shall use best efforts to provide all labor, materials and equipment available to timely complete the Collection of all Discarded Materials from all Customers within the City each regularly scheduled Collection day. In the event that Franchisee fails to Collect more than fifty (50)

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Customer accounts on a scheduled Collection day on a single Hauler Route, Franchise shall be subject to liquidated damages pursuant to Section 12.13. For purposes of determining liquidated damages, any Customer accounts that are included in an open route as defined in this Section shall not be considered “missed pick-ups” pursuant to Section 6.8.2.

6.8.4 Record of Complaints.

Franchisee shall maintain a record of all complaints received by mail, by telephone or in person (including date, name, address of complainant and nature of complaint) for a period of three (3) years.

Franchisee will maintain records listing the date of Customer complaints, the Customer, describing the nature of the complaint or request, and when and what action was taken by the Franchisee to resolve the complaint.

6.8.5 Disputes; City Review.

The City Manager shall determine if the Customer’s complaint is unresolved and, if so, what remedy, if any, shall be imposed. The remedy under this Section shall be limited to a rebate of Customer charges related to the period of breach. A Customer dissatisfied with Franchisee’s handling of a complaint may ask the City to review the complaint. To obtain this review, the Customer must request City review within thirty (30) Days of receipt of Franchisee’s response to the complaint, or within forty-five (45) Days of submitting the complaint to the Franchisee, if the Franchisee has failed to respond to the complaint. The City may extend the time to request review for good cause.

6.8.6 Franchisee's Time to Cure Complaint.

Before reviewing the complaint, the City Manager shall refer it to the Franchisee. If the Franchisee fails to cure the complaint within ten (10) Days or other such reasonable time if the compliant cannot reasonably be cured by Franchisee within such ten (10) Day period, the City Manager shall review the Customer’s complaint and determine if further action is warranted. The City Manager may request written statements from the Franchisee and Customer, and/or oral presentations.

6.8.7 Decision of City Manager.

The decision of the City Manager shall be final on any matter under Five Thousand Dollars ($5,000.00). In the event of a decision on a matter awarding Five Thousand Dollars ($5,000.00) or more, Franchisee may seek review by the City Council.

6.8.8 Quality-of-Service Surveys.

The City may require that the Franchisee provide at its own expense, once annually a “Quality- of-Service” survey of Franchisee’s Customers during the Term of the Agreement. Prior to finalizing the survey form, the City shall review the survey with the Franchisee. Results of the Quality-of-Service survey shall be reviewed with the Franchisee and used to discuss improvements in service delivery.

7. WASTE DIVERSION, INDEMNITY AND ORGANICS PROCUREMENT

7.1 Solid Waste Diversion Guarantee.

Franchisee hereby agrees to meet or exceed the Diversion mandates imposed on City set forth in the Refuse Impact Reduction Laws, as may be amended. To this end, as required under current Applicable Law as of the Effective Date, Franchisee warrants and guaranties that it will carry out its obligations under this Agreement such that: (i) both it and City will at all times be in compliance with the

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percentage Diversion requirements established under Refuse Impact Reduction Laws as measured by the per capita per year Diversion requirement pursuant to Applicable Law as reported by CalRecycle.

In this regard, Franchise agrees that it will, in addition to any other requirement contained herein, at its sole cost and expense:

7.1.1 Hold City Harmless.

Subject the provisions of Public Resources Code S ection 40059.1, to the extent legally permitted, defend, with counsel approved by City, indemnify, and hold harmless City and City’s officials, employees, and agents from and against all fines, fees and/or penalties and other liabilities which may be imposed by CalRecycle if: (l) Franchises fails or refuses to timely provide information relating to its operations which is required pursuant to this Agreement or Refuse Impact Reduction Laws and such failure or refusal prevents or delays City from submitting reports required by Refuse Impact Reduction Laws in a timely manner as determined by CalRecycle; or, (2) the Source Reduction and Recycling goals, Diversion requirements, program implementation requirements, or any other requirements of the Refuse Impact Reduction Laws are not met with respect to the waste stream Collected under this Agreement, to the proportionate extent due to the fault of the Franchisee pursuant to Public Resources Code Section 40059.1.

7.1.2 Respond to CalRecycle.

Assist City in responding to inquiries from CalRecycle within the timeframes required by Refuse Impact Reduction Laws for production of all documents required to be maintained in City’s Implementation Record for SB 1383 and all other requested information and documentation.

7.1.3 Attend CalRecycle Visits.

Attend CalRecycle site visits in City upon request of City;

7.1.4 Assist City with SSRE Review.

Assist City in preparing for, and participating in, CalRecycle’s biennial review of City’s SRRE pursuant to Public Resources Code Section 41825 (may be every two (2) years, or every (4) four years if City remains in compliance);

7.1.5 Assist with Extensions.

Assist City in applying for any extension, including under Public Resources Code Section 41820, if directed by City;

7.1.6 Assist with Compliance Hearings.

Assist City in any hearing conducted by CalRecycle relating to City’s compliance with any Refuse Impact Reduction Law;

7.1.7 Assist with Development of Education Programs.

Assist City with the development of and implementation of all public awareness and education program(s) required by CalRecycle or other agencies (in addition to those described in Exhibit D that are consistent with the City’s SRRE and HHWE, as well as any related requirements of Refuse Impact Reduction Laws;

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7.1.8 Provide Technical Assistance.

Provide City with Recycling, Source Reduction, Diversion, and any technical assistance related thereto;

7.1.9 Implement Compliance Orders.

Implement all new, enhanced, or other Diversion programs, public outreach and education, and all other requirements contained in any compliance order issued to the City and/or to Franchisee by CalRecycle at any time during the Term and comply with all deadlines and timeframes contained in said compliance order(s);

7.2 SRRE and HHWE Services.

Franchisee shall respond to City’s requests to implement program or service alternatives identified in the City’s Source Reduction and Recycling Element (SRRE) and Household Hazardous Wastes Element (HHWE) to increase the amount of Diversion. In the event the City makes such a request, Franchisee shall be entitled to an adjustment to the rates set forth in Exhibit A in accordance with, and subject to, Section 10.4.1 and Section 10.4.2. For any additional programs or services implemented as a result of such request, Franchisee shall provide City with written reports in a form adequate to meet City’s reporting requirements to CalRecycle upon implementation of such additional programs or services.

7.3 Construction and Demolition Waste Diversion.

In addition to meeting the Diversion requirements of Section 7.1 above, City wishes to meet the Construction and Demolition waste Diversion goals established by SB 1374 (2002) and the California Green Building Code (2011) by diverting seventy-five percent (75%) of C&D Materials. The Franchisee is required to meet a 75% Diversion level for all C&D Materials Collected under this Agreement. A good faith effort exemption may be granted to the Franchisee by the City on a project - by-project basis.

7.4 Meet and Confer Process.

If Franchisee fails to Divert the required amount of the City’s Discarded Materials, as described in this Agreement, Franchisee and City shall meet and confer in good faith to develop a revised or new Diversion program. Following at least sixty (60) days of such negotiations, failure to develop a compliant Diversion program meeting these standards may qualify as a default of this Agreement subject to the enforcement, liquidated damages or other remedies at law or equity available under this Agreement.

7.5 Procurement of Recovered Organic Waste Products.

Franchisee shall use reasonable efforts to procure Mulch, Compost, or Renewable Natural Gas (subject to commercial availability in the City), each as defined in 14 CCR Section 18982(a), to assist the City in achieving its annual recovered Organic Waste product procurement target under 14 CCR Section 18993.1. Franchisee shall assist the City in reaching its procurement targets using methods that include, without limitation, the following:

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7.5.1 Renewable Natural Gas (RNG) Vehicles.

Under this Agreement, the Franchisee shall make a best effort for all Collection vehicles to be powered by RNG generated by a local facility or powered by RNG that is purchased through a wheeling agreement with a party(ies), provided that the wheeling agreement is for purchase of gas derived from Organic Waste that has been diverted from a Landfill and Processed at an in-vessel digestion facility that is permitted or otherwise authorized by Title 14 of CCR to recover Organic Waste and meets the requirements of 14 CCR Section 18993.1(h). Upon City’s request, Franchisee shall obtain and provide the City with a written certification by an authorized representative of the publicly owned treatment works or the wheeling agreement Franchisee certifying that the in-vessel digestion facility produces the RNG consistent with the requirements of 14 CCR Section 18993.1(h). Franchisee shall maintain records of the amount of RNG purchased and shall report this information promptly upon its reasonable availability. Franchisee shall agree to the City the right to report this RNG usage toward the City’s fulfilment of its annual recovered Organic Waste product procurement target in accordance with 14 CCR Section 18993.1.

7.5.2 Bulk Compost.

Franchisee shall make available for City at least two each forty (40) yard Roll-Off Containers of bulk Compost per calendar year for use in City parks and facilities at no cost to the City. City will notify Franchisee as to the City’s needs for delivery of finished Compost throughout the calendar year.

Franchisee shall deliver Compost within seven (7) Days of City request to any accessible location within City limits. If City does not use the Compost made available by Franchisee by the end of the calendar year, the City no longer retains the right to use or request that bulk Compost allocation that was reserved for that calendar year. Any of the bulk Compost allotment that is not requested by the City during the calendar year shall not carry over into the next calendar year. All Compost provided by Franchisee must meet or exceed State requirements for Compost quality, including those standards regarding Compost maturity, reduction of pathogens, elimination of weed seeds, and concentrations of physical contaminants such as glass, plastic, metal, and other Non-Organic Recyclables. All Compost provided by Franchisee must be suitable for use in landscaping, parks, sports fields, and community gardens, and must be suitable for distribution to the general public, but shall not be required to be certified by the Organic Materials Review Institute (OMRI).

7.5.3 Bulk Mulch.

Franchisee shall make available to City at least two each forty (40) yard Roll- Off Containers of bulk Mulch per calendar year for use in City parks and facilities at no additional cost to City or Customers. Delivery, use of and allotment management of Mulch shall operate in the same manner as for bulk Compost.

7.5.4 Residential Compost/Mulch Giveaways.

Franchisee shall provide Compost and Mulch for City “giveaway” events to distribute such materials to Residential Customers at no cost. The location, date, and time of such events shall be determined by the City with notice provided to the Franchisee within forty-five (45) Business Days of the date of the event and may be held in conjunction with other City-approved events. Franchisee shall deliver the Compost and/or Mulch to the agreed-upon event location at no cost to City. Franchisee shall provide at least one (1) attendant for at least six (6) hours per event. Franchisee shall make available for distribution an annual total of at least:

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(a) Two each forty (40) cubic yards (Roll -Off Containers) of Compost for all Customers in the City at two (2) public “giveaway” events to be advertised by Franchisee, and
(b) Two each forty (40) cubic yards (Roll -Off Containers) of Mulch for all Customers in the City at two (2) public “giveaway” events to be advertised by Franchisee.

7.5.5 Procurement Credits.

Franchisee shall (i) distribute materials as required by this Section 7.5, and (ii) keep, prepare, and provide to City all reports and data in such a manner as to ensure that all distributions and giveaways qualify for City's procurement credit under SB 1383.

8. MATERIALS RECOVERY FACILITIES FOR RECYCLABLE PROCESSING

8.1 Ownership of Discarded Materials.

Once Discarded Materials are placed in a Container for Collection, ownership shall transfer to Franchisee, subject to the terms of this Agreement and by operation of law. Franchisee is hereby granted the right to retain, Recycle, Compost, Dispose of, and otherwise use such Discarded Materials, or any part thereof, in any lawful fashion or for any lawful purpose desired by Franchisee in accordance with Applicable Law. Subject to the provisions of this Agreement, Franchisee shall have the right to retain any benefit or profit resulting therefrom. The Discarded Materials or any part thereof, which are delivered at a Facility shall become the property of the owner or operator of the Facility once delivered there by Franchisee, excepting materials Processed to be returned to City for giveaways or procurement by the City pursuant to SB 1383. At no time does City obtain any right of ownership or possession of Discarded Materials placed for Collection, and nothing in this Agreement shall be construed as giving rise to any inference that City has such rights.

8.2 Use of Approved Facilities.

As part of its approved work plan, Franchisee has described all Approved Facility names, SWIS numbers and addresses where Discarded Materials will be delivered and sorted, and the Tipping Fees have been calculated based on said description. Franchisee has included the type of permits for the facilities (i.e. certified to receive Recyclable Materials, household refuse, etc.) and states the permitted total tonnage allowed (capacity) at each facility per Day and current tonnage of materials received.

Franchisee shall utilize the Approved Facility(ies) for the transport, transfer, Processing, and disposal of Discarded Materials in accordance with this Section and Applicable Law. Transportation of any category of Discarded Materials to any non-Approved Facility is prohibited without prior written approval of the City, which approval shall not be unreasonably withheld or delayed upon Franchisee’s demonstration that the proposed alternate facility is duly permitted, authorized and able to handle the subject Discarded Materials pursuant to Applicable Law and CalRecycle. Subject to events of Force Majeure and Franchisee’s right to cure, if Franchisee transports Discarded Materials to a facility other than a Designated Facility or an Alternative Facility without prior City approval, Franchisee’s uncured failure to comply may be declared a default of this Agreement subject to any and all available remedies hereunder.

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8.2.1 Approved Facility Requirements.

Franchisee shall transport all Discarded Materials to the Approved Facility(ies) and shall Process and dispose of Discarded Materials in accordance with the following requirements:
(a) Approved Transfer Facility.

Franchisee’s Approved Transfer Facility shall be permitted and maintained at all times as a facility/operation that transfers Single-Family, Multi-Family, and Commercial Source Separated Blue, Green and Black Container Discarded Materials in accordance with this Agreement.
(b) Approved Source Separated Recyclable Materials Processing Facility (Blue Containers).

Franchisee’s Approved Recyclables Processing Facility shall be permitted and maintained at all times as a facility or operation that Processes Single-Family, Multi-Family, and Commercial Source Separated Recyclable Materials to recover materials designated for Collection in the Blue Container. (c) Approved Organic Waste Processing Facility (Green Containers).

Franchisee’s Approved Organic Waste Processing Facility shall be permitted and maintained at all times as a facility that Processes Source Separated Single- Family, Multi-Family, and Commercial Green Container Waste. (d) Approved Disposal Facility (Black Containers).

Franchisee’s Disposal Facility shall be permitted and maintained at all times as a facility that accepts Single -Family, Multi -Family, and Commercial Black Container Waste Collected in accordance with this Agreement for final disposal.

8.3 Disposal Destinations for Discarded Materials.

The following facilities shall be permitted to accept Solid Waste, Recyclable Materials, and Organic Waste, as applicable, Collected by Franchisee under this Agreement and shall comply with Applicable Law. Franchisee shall pay all costs for the transport, transfer, Processing, and/or Disposal of Discarded Materials Collected in accordance with this Agreement. Franchisee’s compensation for such services is included in the Rates charged to Customers. As applicable, facility(ies) owned or operated by Franchisee shall meet thresholds on incompatible materials (as defined by 14 CCR Section 17402(a)(7.5).) and pursuant to 14 CCR Section 17409.5.8.

8.3.1 Black Container Waste Disposal.

Franchisee shall transport the Black (Black) Container Waste to the approved Disposal Facility;

8.3.2 Blue Container Waste Diversion and Processing.

Franchisee shall transport the Blue Container Waste to (i) the Approved Source -Separated Recyclable Materials Processing Facility, or (ii) an Approved Transfer Station for transfer and transport to the Approved Source-Separated Recyclable Materials Processing Facility; and

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8.3.3 Green Container Waste Diversion and Processing.

Franchisee shall transport the Green Container Waste to (i) the Approved Organic Waste Processing Facility, or (ii) an Approved Transfer Station for transfer and transport to an Approved Organic Waste Processing Facility; and

8.3.4 C&D Waste Diversion and Processing.

Franchisee shall transport Construction and Demolition Debris to (i) an Approved C&D Processing Facility, or (ii) an Approved Transfer Station for transfer and transport to an Approved C&D Processing Facility.

8.4 Restrictions on Use of Non-Approved Facilities.

Transportation of any category of Discarded Materials to any non-Approved Facility is prohibited without prior written approval of the City. Should Franchisee determine to utilize any facility other than an Approved Facility, or should Franchisee materially change the scope of Approved Facility services utilized by it, then the City reserves the right, in its sole discretion, to require Franchisee to put such services/facilities to a competitive bid process. Any proposed alternate facility must be duly permitted, authorized and able to handle the subject Discarded Materials pursuant to Applicable Law and CalRecycle. If Franchisee transports Discarded Materials to a facility other than an Approved Facility without prior City approval and the prerequisites set forth in Section 8.2.1, Franchisee’s failure to comply may be declared a default of this Agreement subject to any and all available remedies hereunder.

8.4.1 Consideration of Alternate Facilities.

The City reserves the right to require that Franchisee meet and confer with City to discuss changes in technology and regulatory requirements with regard to Processing facility services once every five (5) years commencing from the Effective Date.

9. VEHICLES, EQUIPMENT AND PERSONNEL

9.1 Vehicles.

9.1.1 General.

Franchisee shall maintain all fleet vehicles in a clean, well -maintained, professional appearance. All vehicles shall be uniformly painted. All vehicles shall be registered with the California Department of Motor Vehicles and shall meet or exceed all appli cable State and local requirements, including, without limitation, those of the California Highway Patrol (“CHP”), throughout the term of this Agreement.

9.1.2 Truck Bodies.

All truck bodies used by Franchisee shall be constructed of metal, shall be watertight and leakproof and shall be so constructed as to prevent odors or the falling, leaking or spilling of Solid Waste, Recyclables, or other materials. Each vehicle shall carry at all times a broom and shovel to be used for the immediate removal of any spilled material. Each vehicle shall also carry a fire extinguisher and first aid kit.

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(a) Spillage and Litter.

Franchisee shall not litter while providing Collection services or while its Collection vehicle(s) are on the road. Franchisee shall transport all materials Collected under this Agreement in such a manner as to prevent the spilling or blowing of such materials from Franchisee’s Collection vehicle(s). Franchisee shall exercise all reasonable care and diligence in providing Collection services to prevent spilling or dropping Discarded Materials and shall immediately, at the time of occurrence, clean up such spilled or dropped materials. Franchisee shall clean up any material or residue that was spilled or scattered by Franchisee or its employees. Franchisee shall not be responsible for cleaning up unsanitary conditions not caused by Franchisee or its employees, such as litter caused by the carelessness of the Customer or other third-parties, provided that Franchisee shall promptly report such conditions to City. (i) Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from Franchisee’s operations, Collection vehicles or equipment repair shall be covered immediately with an absorptive material and removed from the street surface. When necessary, Franchisee shall apply a suitable cleaning agent to the street surface to provide adequate cleaning. To facilitate such clean-up, Franchisee’s Collection vehicles shall at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel. (ii) In the event physical damage to City streets (excluding stains) is caused by a hydraulic oil spill, Franchisee shall be responsible for all repairs to return the street to the same condition prior to the spill. Franchisee shall also be responsible for all clean -up activities related to the spill.

Repairs and clean-up shall be performed in a manner satisfactory to the City Manager and at no cost to the City or Customer.
(iii) The above paragraphs notwithstanding, Franchisee shall initiate cleanup of any spillage, litter, equipment oil, hydraulic fluids, spilled paint, and any other liquid or debris caused by Franchisee within two (2) hours upon notice from the City.

9.1.3 Backup Alarm.

Each vehicle used for Collecting, hauling or disposing of Solid Waste or Recyclables shall be equipped with an audible warning device that is activated when the vehicle is backing up.

9.1.4 Gross Vehicle-Weight Limit.

No vehicle used for Collecting, hauling or disposing of Solid Waste or Recyclables shall be loaded in excess of the manufacturer’s gross vehicle weight rating or in excess of the maximum weight specified by the California Vehicle Code, whichever is less. Evidence of the manufacturer’s name and gross vehicle weight rating shall be maintained in, or upon, every vehicle.

9.1.5 Vehicle Identification.

All vehicles used in the performance of this Agreement shall bear the Franchisee’s name and vehicle number in minimum lettering of four (4) inches.

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9.1.6 Residential Service Vehicles.

Vehicles used for Residential Collection services shall be fully automated side-loading refuse trucks, using a fully mechanized arm to pick up and dump automated waste Collection Containers.

Drivers shall not be required to exit the vehicle to assist with securing the Containers to, or lifting the Containers into, the refuse Collection truck.

9.1.7 Alternative Fuel Vehicles.

The Franchisee shall use alternative fuel vehicles approved by the South Coast Air Quality Management District for all Collection services. Vehicles shall meet all requirements specified per AQMD Rule 1193 as it may be amended from time to time.

9.2 Vehicle Maintenance and Appearance.

9.2.1 Vehicle Inventory.

Franchisee shall provide the City with a truck inventory of all trucks to be used in the performance of this Agreement, which includes make, model, age, and mileage of the vehicle, and all inspection records. When the entire alternatively fueled fleet of Collection vehicles are in service, and annually thereafter, the inventory shall be updated.

9.2.2 Preventive Maintenance and Repair Program.

Franchisee shall develop and have available for City review a complete and comprehensive preventive maintenance and repair program. Franchisee shall perform all scheduled maintenance functions in accordance with the manufacturer’s specifications and schedule and shall inspect each vehicle daily to ensure that all equipment is in good working order. Franchisee shall keep accurate records of all vehicle maintenance and repairs, recorded according to date and mileage, nature of maintenance or repair and the signature of a maintenance supervisor or mechanic that the maintenance or repair has been properly performed. Franchisee shall make such maintenance records available to City on request.

9.2.3 Vehicle Cleaning.

Each vehicle used within the City shall be cleaned thoroughly by washing with water after each Day’s use. Vehicles shall be washed completely at least once a week and steam-cleaned on a regular basis so as to present a clean appearance and minimize odors, but in no event less than once a month.

9.2.4 Vehicle Storage.

No vehicle used by Franchisee in performance of this Agreement shall be stored on any public street or other public property in the City.

9.3 Inspections.

9.3.1 Initial City Inspection.

Within the first thirty (30) Days following the date Franchisee provides a copy of its Vehicle Replacement and Acquisition Plan to City or any update thereto, the City may inspect Franchisee’s vehicles for the purpose of determining the adequacy of Franchi see’s Vehicle Replacement and Acquisition Plan to provide vehicles that are safe, sanitary and of good appearance.

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9.3.2 City Inspections.

Franchisee shall give the City at least fifteen (15) Days prior written notice of any vehicle inspection to be performed by the CHP and the City may elect to observe the CHP inspection. Without limiting the City’s right to observe the CHP inspections, City reserves the right to cause any vehicle used in performance of this Agreement to be inspected and tested at any commercially reasonable time and in such manner as may be appropriate to determine that the vehicle is being maintained in compliance with the provisions of the Municipal Code and the State Vehicle Code, including but not limited to California Vehicle Code Sections 27000(b), 23114, 23115, 42030, 42032, and all Vehicle Code Sections regarding smog equipment requirements. City may direct the removal of any vehicle from service if that vehicle is found to be in nonconformance with applicable codes. No vehicle directed to be removed from service shall be returned to service until it conforms with applicable codes and such conformance has been acknowledged by City. The City may elect in its sole discretion to hire an independent Franchisee to perform a comprehensive inspection of Franchisee’s vehicles. If the City hires an independent Franchisee to perform the inspection on behalf of the City the Franch isee shall pay for the cost of such inspection. City shall act prudently in requesting any such inspection.

9.3.3 Brake Inspections.

The brake system of each vehicle used in performance of this Agreement shall be inspected bi- annually by the CHP and shall comply with State law. Notice of certification shall be filed with the City within thirty (30) Days after each such certification. Fa ilure to submit the required certification shall be grounds for terminating this Agreement.

9.3.4 Correction of Defects.

Following any inspection, the City Manager shall have the right to require Franchisee to take out of service any vehicles and equipment not in good working order and cause Franchisee to recondition or replace any vehicle or equipment found to be unsafe, unsanitary or unsightly within thirty (30) Days of notification of defect in such vehicle or equipment. The City Manager’s determination may be appealed to the City Council.

9.4 Personnel.

9.4.1 General.

Franchisee shall furnish such qualified drivers, mechanical, supervisory, clerical and other personnel as may be necessary to provide the services required by this Agreement in a courteous, safe and efficient manner. Subject to Franchisee’s collective bargaining agreements and requirements for represented employees, when hiring new employees, whether at the Effective Date, or subsequently, Franchisee agrees to conduct outreach in the City for qualified Franchisee employee applicants residing in the City of Bell. Franchisee shall provide evidence of job recruitment efforts.

9.4.2 Driver Qualifications.

All drivers shall be trained and qualified in the operation of Collection vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles.

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9.4.3 Uniforms and Identification Badges.

Franchisee shall require its drivers and all other Collection personnel to wear a suitable and appropriate uniform as a means of identifying the employee. All other employees of Franchisee who come into contact with the public shall carry suitable identification badges or cards upon their Person.

9.4.4 Employee Appearance and Conduct.

All employees, while engaged in the Collection of Solid Waste or Recyclables within the City or otherwise engaged in Collection services described in this Agreement, shall be attired in uniform.

At least one member of every Collection truck crew shall be able to read and speak English. Franchisee shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. Franchisee shall regularly train its employees in Customer courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work as quietly as possible. If any employee is found not to be courteous or not to be performing services in the manner required by this Agreement, Franchisee shall take all appropriate corrective measures.

9.4.5 Background Checks.

Republic shall (or has) perform(ed) security and identification checks upon all its present and future employees, or for probable cause. Such background checks shall be made available to the City upon written request.

9.4.6 Safety Training.

Franchisee shall provide suitable operational and safety training for all its employees who use or operate vehicles or equipment for Collection of Solid Waste or who are otherwise directly involved in such Collection. Franchisee shall train its employees involved in Solid Waste and/or Recycling Collection to identify, and not to Collect, Hazardous Wastes. Franchisee and its employees shall comply with the terms of all contracts between the Los Angeles County Sanitation District and any Disposal Site that is used by Franchisee.

9.4.7 Safety.

All work performed pursuant to this Agreement shall be performed in a manner that provides safety to the public and meets or exceeds safety standards outlined by the California Construction Safety Orders under the State of California Code of Regulations (“ CAL-OSHA”). City reserves the right to issue restraint or cease and desist orders to Franchisee when unsafe or harmful acts are observed or reported to City. Franchisee shall instruct its employees to report immediately any hazardous conditions or Hazardous Wastes they observe within the City during the course of their work to the City. In the event of Franchisee's spill or release of a Hazardous Substance, Franchisee is responsible for promptly notifying any federal, State, County, or local governmental agency (such as the California Department of Toxic Substances Control and/or the California Office of Emergency Services) having jurisdiction over same as maybe be required under federal, State, County or local law or regulation.

Franchisee shall report the spill within two (2) hours.

9.4.8 No Gratuities.

Franchisee shall not permit its employees to demand or solicit, directly or indirectly, any additional compensation or gratuity from members of the public for the work performed by those employees pursuant to this Agreement.

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10. FRANCHISEE’S COMPENSATION

10.1 Rates Subject to Proposition 218.

Any increase in service rates charged to Customers for services under this Agreement, other than a contractually scheduled annual rate adjustment made pursuant to use of a published index for adjusting rates as authorized herein (i.e., Government Code § 53756), that exceed currently existing rates are subject to Proposition 218, including both the initial service rates charged hereunder (Exhibit A as originally adopted as of the Effective Date) and any increases imposed thereafter.

10.2 Maximum Rate Schedule.

In the attached Exhibit A, which is incorporated herein by this reference (“Maximum Rate Schedule”), the City has approved the maximum service rates which may be charged by Franchisee to its Customers in the City as of the Effective Date. If approved, the Maximum Rate Schedule and any rate increases thereto will become effective following approval through the Proposition 218 hearing process unless another date for new rates taking effect is specified in the Proposition 218 notice and hearing.

Franchisee may adjust its rates for the services provided hereunder so long as they do not exceed any of the rates in the most recent Maximum Rate Schedule adopted pursuant to Proposition 218 (i.e., Franchisee may lower rates below the levels stated in the adopted Maximum Rate Schedule without a Proposition 218 process). Franchisee shall not receive any other fees or compensation for the services to be performed pursuant to this Agreement in excess of those provided in the Maximum Rate Schedule until such additional fees or compensation have been duly noticed and subjected to a public hearing process in accordance with Proposition 218.

10.3 Rate Composition.

During the Term of this Agreement, all Franchise rates will be divided into two rate components:
“Collection” and “Disposal”. Such a “component” breakdown must be disclosed to the City within the initial rates for this Agreement and as part of any subsequent rate increase request by the Franchisee.

Such Collection components are not required to be listed in Franchise rate sheets or included on billings to the Franchisee’s Customers.

10.4 Adjustments to Maximum Rate Schedule.

10.4.1 Cost of Living Adjustments.

On the anniversary of the Effective Date, and annually thereafter, the Maximum Permissible Rates shall be adjusted as follows, subject to the assent of the City and any necessary compliance with Proposition 218:
(a) Adjustment to Collection Component of Rates.

Effective July 1 (or such other time as may be agreed to by the City and Franchisee in writing) of each year during the Term, the “Collection Component” of rates shall be adjusted to reflect CPI, subject to the adjustment limitations in Government Code§ 53756.

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(b) Adjustment to Disposal Component of Rates.

Effective July 1 (or such other time as may be agreed to by the City and Franchisee in writing) of each year during the Term, the “Disposal Component” of rates shall be adjusted only for increased costs to the Franchisee from Landfill, transfer, and/or transformation facility Tipping Fee adjustments. For the rate adjustment period under review the Franchisee is responsible for submitting substantiation of any such cost increases for City review. (c) Cap and Floor on CPI Adjustments.

Notwithstanding the above, CPI adjustments to the Maximum Rate Schedule shall not exceed four and half percent (4.5%), nor be less than two percent (2%). If an annual rate adjustment calculation exceeds four and half percent (4.5%) of CPI, the portion that exceeds four and half percent (4.5%) shall be carried over and added to the subsequent annual adjustment to the extent that subsequent adjustments remain below four and half percent (4. 5%). If the calculated annual CPI adjustment, including any carryover percentages, exceeds four and half percent (4.5%) for three (3) or more consecutive years, parties shall meet and confer to agree upon a rate adjustment plan that minimizes and smooths the impact on customers and fairly compensates Franchisee for any previously foregone rate adjustment percentages.

In the same way, if an annual rate adjustment calculation is less than two percent (2%) of CPI, the portion that is less than two percent (2%) shall be carried over and subtracted from to the subsequent annual adjustment to the extent that subsequent adjustments remain above two percent (2%). If the calculated annual CPI adjustment, including any carryover percentages, are less than two percent (2%) for three (3) or more consecutive years, parties shall meet and confer to agree upon a rate adjustment plan that fairly credits ratepayers for any previously added rate adjustment percentages.

10.4.2 Special Circumstances Adjustments.
(a) Changes in Law.

In addition, subject to the requirements of Proposition 218, and separate from the adjustments set forth above, Franchisee shall be entitled to an adjustment of the Rates as a result of a “Change in Law.”
(i) Governmental Fees and Charges. For a Change in Law that enacts or increases a governmental fee or charge levied on a per ton basis affecting Franchisee’s disposition of Waste or Recyclable Materials or Organic Materials collected pursuant to this Agreement, Fran chisee shall give written notice to the City regarding the amount of such enacted fee or increased amount of the fee and its associated impact to the rates. Franchisee shall provide written notice to City of the enacted or amended governmental fee or charge at least 30 days prior to the adjusted rate taking effect.
(ii) Change in Law Affecting Franchisee ’s Agreement Obligations. For a Change in Law that affects Franchisee’s performance of services

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required pursuant to this Agreement, Franchisee shall be entitled to an equitable adjustment of the Rates as a result of the Change in Law.

Upon Franchisee providing written notice to City that a Change in law has affected Franchisee’s performance of services, City and Franchisee shall meet and confer to determine the impacts of the Change in Law on Franchisee ’s performance of services and costs associated with performance of the services, to determine the amount of adjustment to be made to Service Rates.
(b) Extraordinary Circumstances.

Due to extraordinary circumstances, or events of Force Majeure, in which Franchisee can demonstrate that Franchisee is not earning a reasonable rate of return under circumstances which are beyond Franchisee’s control, the Franchisee may request the City to hold a Proposition 218 hearing to increase one or more fees, charges, or rates described in this Agreement. (c) Negotiation.

In the event that Franchisee contends Franchisee is entitled to a Special Circumstances Adjustment due to (i) extraordinary circumstances beyond Franchisee’s control, or (ii) due to new programs and services requested by City as provided herein, Franchisee shall provide documentation and analysis to the satisfaction of City of the reasons for such adjustment. The Parties may make changes in the service levels under the Franchise sufficient to avoid the need for a rate adjustment and Proposition 218 hearing. If the Parties reach agreement on such adjustment, a Proposition 218 hearing shall be held as provided hereunder before such adjustment may take effect.

10.5 Proposition 218 Compliance.

10.5.1 Compliance with Proposition 218 Required.

Except as otherwise provided herein, increases to the Maximum Rate Schedule or any other fee, charge, or rate in this Agreement are strictly subject to the assent of the City and compliance with Proposition 218. If the rates initially proposed exceed the City’s current rates, then a Proposition 218 hearing must be conducted before the initial rates bid by Franchisee may become effective.

10.5.2 Proposition 218 Compliance After Five Years.

In compliance with Government Code Section 53756, notwithstanding the provisions of Section 10.2 permitting adjustment to the maximum permissible rates, no increase in the fees, charges, or rates described in this Agreement, including the Maximum Rate Schedule, shall be allowed to occur more than five (5) years from the date of the most recent Proposition 218 approval pertaining to that fee or charge. If requested by Franchisee, City after five (5) years, may conduct a Proposition 218 hearing to extend the provisions of Section 10.2 permitting adjustments to the Maximum Permissible Rates.

10.5.3 City Not Obligated to Approve Increase.

Franchisee acknowledges that California law under Proposition 218 places limits upon rates and increases in rates for property-related fees and further acknowledges that nothing herein constitutes

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a guaranty that service rates will be increased. Pursuant to Proposition 218, a majority protest of affected Owners may bar the assessment of the new rates. (Cal. Const. Art. XIIID, Sec. 4(e); Govt.

Code § 53753(e)(3).) At such hearing City has no legal obligation to accept any fee, charge, or rate adjustment proposed by Franchisee or to reapprove any fee, charge or rate adjustment due to the passage of time, such as by operation of Government Code § 53756. Accordingly, whether or not a majority protest exi sts, the City Council is completely free within its police powers to exercise its discretion in considering such matters, and the City pursuant to this Franchise has not contracted away any of its police powers or duties to protect the public health, safety or general welfare of its citizens pursuant to State and Federal law. Furthermore, in no case will City’s failure to comply with any notice, hearing or other procedural requirement required by law for the approval of any specific fee, charge or rate adju stment be a default hereunder, and City bears no liability to Franchisee for any damages suffered by Franchisee as a result of any such failure, including any delay, need for a new hearing or rehearing, or finding that an approved fee, charge or rate is invalid. In the event City does not approve an increase in rates following a Proposition 218 hearing, Franchisee’s rights shall be governed by Section 10.6.

10.6 Failure to Approve Rate Increases.

10.6.1 Rehearing.

In the event the City Council holds a Proposition 218 hearing but fails to approve an increase in any fee, charge, or rate in this Agreement, Franchisee shall have the right to request, if such request is made in writing within 30 Days following the Proposition 218 hearing, that the City hold a rehearing or new hearing under Proposition 218 at the expense of Franchisee and following all notice and hearing procedures as established by law. If, following the second Proposition 218 hearing, the fee, charge, or rate increase is still not approved, then Franchisee may terminate this Agreement as provided below.

10.6.2 Negotiations.

In the event of a failure to approve rate increases, the Parties may elect any of the following:
(i) to have Franchisee continue performance of this Agreement (at the current rates and fees), or (ii) to Franchisee may elect to terminate the Agreement, in w hich case the Franchisee shall continue performance of the Agreement for a remaining term of (9) months following its termination notice and/or during a period of negotiations, during which time the City may solicit other proposals for Solid Waste services or consider other alternatives for meeting the City’s Solid Waste needs, or (iii) may re- open negotiations to continue Franchisee’s performance hereof (at the then -current rates and fees) including after City’s solicitation of other proposals per item (ii) above, for any period mutually agreed- upon by the Parties in writing. Should the Parties elect the third option, the Parties may continue negotiations in an attempt to reach agreement upon, and enact, new increases in service rates subject to the requirements of Proposition 218.

10.6.3 Termination.

In the event of termination, Franchisee shall cooperate fully with City and any subsequent contractor to assure a smooth transition of Solid Waste management services. Franchisee’s cooperation shall include, but not be limited to, providing operating records needed to service all properties covered by this Agreement. Franchisee shall agree to extend services for nine (9) months, subject to Franchisee receiving a rate adjustment for the extended term, subject to Proposition 218 requirements.

Franchisee’s continued performance pursuant to this Section is subject to Franchisee receiving its requested rate adjustment effective at the commencement of the extension term after City’s timely compliance with Proposition 218 requirements.

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10.7 Proposition 218 Process.

10.7.1 Proposition 218 Hearing Procedures.

Franchisee shall comply with all procedural requirements of Proposition 218 and of City for the conduct of the hearing including the form of notice, the manner of giving notice, identifying who shall receive notice, and the time of notice which shall be at least 45 Days before the hearing. The notice shall inform Persons in a simple and understandable manner of the proposed increase and how they may exercise their rights of protest.

10.7.2 Pass-Through of Proposition 218 Compliance Costs.

Franchisee shall pay for all costs of Proposition 218 compliance, including but not limited to the costs of any City-incurred rate consultant and City attorney review/preparation/drafting work reasonably necessitated by such new rate proposal, mailing, notices and hearings. Franchisee may pass its actual costs of Proposition 218 compliance on to Customers through service rates if, and only if, such pass -through is duly noticed and included as part of the service rates adopted through the Proposition 218 process.

10.7.3 Notice of Increases.

Franchisee shall give thirty (30) Days prior written notice of any duly- adopted rate increases to all Customers of the increase before such increase may become effective, similarly as required for notice of billing changes in Section 10.10.

10.8 Indemnification Related to Rates and Fees.

Subject to Public Resources Code Section 40059.2, and to the extent permitted by law, Franchisee shall indemnify, defend and hold harmless the City, their officers, employees, agents and volunteers, (collectively, indemnitees) from and against all claims, damages, injuries, losses, costs, including demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest fines, charges, penalties and expenses (including attorneys’ and expert witness fees, expenditures for investigation, and administration) and costs or losses of any kind whatsoever paid, imposed upon, endured or suffered by or assessed against Franchisee or any of the indemnitees resulting in any form from the City’s establishing any fees, charges, or rates for service under this Agreement or in connection with the application of Proposition 218, California Constitution Articles XIIIA, XIIIC or XIIID, to the imposition, payment or Collection of rates and/or fees for services provided by, or grant of Franchise to, Franchisee under this Agreement. Notwithstanding the foregoing, this indemnity shall not extend to any loss arising directly from the active or direct negligence of City, its officers and employees. Nothing herein is intended to imply that Proposition 218, California Constitution Articles XIIIA, XIIIC or XIIID, apply to the setting of rates or collection of fees for the services provided under this Agreement; rather this Section is provided merely to allocate risk of loss as between the Parties.

10.8.1 Notice; Selection of Counsel.

City shall promptly notify Franchisee of any such claim, action, or proceeding. City and Franchisee shall meet in good faith in an effort to come to a mutual agreement for a joint defense; provided that City shall be entitled to select legal counsel of its choice to conduct the defense if an agreement cannot be reached. Franchisee's obligations to pay all costs, defend, indemnify, protect and hold harmless under this Section 10.8 shall not be altered in the event City retains separate counsel and

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shall also include reimbursement to City for time spent by its in-house City attorneys responding to the litigation or claim.

10.8.2 Survival.

This Section shall survive the expiration or earlier termination of this Agreement and shall not be construed as a waiver of rights by the City to contribution or indemnity from third parties.

10.9 Continuation of Service as Related to Rates.

10.9.1 Maximum Rate Schedule
Should a court of competent jurisdiction or other regulatory agency set aside, invalidate, or stay all or a portion of the Maximum Rate Schedule approved by the City, Franchisee agrees to continue to perform its obligations as otherwise set forth herein, and the City and/or Franchisee shall take such urgency actions necessary to modify the terms of this Agreement to facilitate Franchisee's continuation of service, including the modification or elimination of some programs.

10.9.2 Change in Law Related to Proposition 218
Should there be a change in law or a new judicial interpretation of Applicable Laws, including, but not limited to, Articles XIII A, C and D of the California Constitution which impacts the Maximum Rate Schedule for the Collection services established in accordance with this Agreement, Franchisee agrees to meet and confer with the City to discuss the impact of such Change in Law on either party's ability to perform under this Agreement.

10.9.3 Disallowed Fees
If, as a result of a legal action, Franchisee is unable to include Franchise Fees, other City fees or expenses, governmental fees or charges in the rates it charges Customers for its services, then Franchisee agrees, upon direction from the City, to reduce its rates in an amount corresponding to the disallowed fee or charge, and shall thereafter not be required to remit the amount of the disallowed fee or charge, provided it is not collected from Customers.

10.9.4 Allocation of Risk
Nothing herein is intended to imply that California Constitution Articles XIII, A, C, or D apply to the Maximum Rate Schedule established for services provided under this Agreement. The foregoing paragraphs are merely intended as a contractual allocation of risks between the Parties.

10.9.5 Section Survives Agreement
This Section shall survive the expiration or earlier termination of this Agreement and shall not be construed as a waiver of rights by the City to contribution or indemnity from third parties.

10.10 Billing.

Franchisee shall be responsible for all billing and collection. Franchisee shall give all Customers at least two (2) written notifications over a sixty (60) Day period prior to commencing billing procedure changes. The notices shall be reviewed and approved by the City. Notice of billing procedures shall be given to all Customers pursuant to this Section and annually thereafter. Franchisee shall have procedures for on-line payment, payment by credit card, and similar Customer services. Franchisee shall provide itemized bills, clearly showing charges for all classifications of services, including any