Agenda packet — Clayton City Council, July 18, 2023 (part 2 of 3)

The proposed Franchise Agreement has a ten-year term length, which is industry standard, and includes a rate increase which is associated with the additional cost of implementing programs that are required by State law. Even with the proposed increase, the rates in Clayton are generally favorable in comparison to neighboring jurisdictions.

Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the proposed amended and restated agreement with Republic Services and approve a revised rate schedule (Exhibit 1 to the Franchise Agreement).

BACKGROUND
Methane is a potent greenhouse gas (GHG) that results from the anaerobic decomposition of organic material, and emissions from landfills are a significant source of methane to the atmosphere. Senate Bill 1383 (SB 1383) requires municipalities to reduce the volume of organic material (for example, yard clippings, vegetative matter, food scraps, and food soiled paper) being disposed of in landfills and thereby reduce GHG emissions. Significant changes to current waste management practices must be implemented to accomplish this.

In September 2016, Governor Brown signed Senate Bill 1383 (SB 1383) into law, which directs the Department of Resources Recycling & Recovery (CalRecycle) to adopt regulations and requirements to achieve statewide goals of reducing organic waste disposal by 75% and to recover at least 20% of surplus food currently being disposed by 2025.

CalRecycle has established numerous organic waste disposal program requirements impacting municipal jurisdictions, solid waste generators, processors, and organic waste haulers. While the City and Republic Services have made significant progress towards achieving SB 1383 goals and CalRecycle requirements, adjustments to the existing Agreement are necessary for full compliance.

SB 1383 is California's most significant waste reduction mandate in the last 30 years. The City must expand commercial and residential organics waste collection programs, develop edible food recovery programs, and instill procurement mechanisms for SB 1383 qualifying recycled content products. The City will also be expected to enforce, track, and report on organic waste diversion goals. The City is currently under a Corrective Action Plan which provides additional time for implementation of the law, but the State agency is monitoring the City’s implementation closely.

In July 2022, the City hired R3 Consulting Group, Inc. (R3) to assist staff with developing a new franchise agreement. On September 20, 2022, staff made a presentation to the City Council and recommended pursuing an extension of the Agreement with Republic Services and replacing the existing Franchise Agreement with an improved and modern franchise agreement.

Subject: Adopt a resolution approving a Franchise Agreement with Allied Waste Systems, Inc. (Republic Services) for garbage, recyclable materials and organic waste collection services and revising the maximum limit for rates for such services starting on January 1, 2024.

Date: July 18, 2023

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DISCUSSION
On August 29, 2022, the City Council Garbage and Recycling Ad Hoc Subcommittee consisting of Councilmember Diaz and Vice Mayor Tillman met to discuss the upcoming expiration of the City’s franchise agreement with Republic and recommended next steps.

This meeting resulted in a recommendation by staff to Council to adopt Amendment 3 to the Franchise Agreement, which ensured that the City had sufficient time to evaluate Republic’s rate request and develop a new Franchise Agreement.

On May 19, 2023 the Ad Hoc Subcommittee consisting of Mayor Wan and Councilmember Trupiano met again and received a presentation outlining the proposed revisions to the Franchise Agreement and the associated impacts on the maximum rates charged for collection services in Clayton. The Subcommittee recommended bringing the proposed Franchise Agreement and rates to the City Council for consideration and approval.

Many businesses in Clayton do not currently have separate bins for the collection of organic material (i.e., food scraps, food soiled paper, and yard waste). SB 1383 requires all residents and businesses to have bins for the separate collection and disposal of organic material unless they receive a waiver. Residents and businesses currently receive this service at a cost that does not cover the actual costs incurred by Republic for providing SB 1383 compliant organics service, which requires that organic materials be directed to composting rather than the historical use as Daily Cover at the Keller Canyon Landfill.

In addition to providing for the separate collection and processing of organic material, Republic Services will be required to promote and enforce proper sorting of organic material.

These efforts will include inspecting bins for contamination (e.g., trash in an organics container), notifying customers of contamination issues, and promoting proper sorting to Clayton residents and businesses through public outreach and technical assistance.

Republic Services will also be required to provide detailed tracking and reporting on these activities.

In reviewing Republic’s request for a 10-year extension, staff evaluated the following:

1. The City’s level of satisfaction with Republic Service’s current provision of services.

2. The current market environment for solid waste collection and hauling operations.

3. The current regulatory environment and upcoming regulations.

4. Customer rates including a comparison to other local cities.

5. Term of agreement.
1) Level of Satisfaction.

City staff’s experience with Republic Services has been positive. Republic Services staff have been very responsive when customer complaints have arisen, and Republic Services has been working closely and effectively with staff to meet SB 1383 requirements including increasing the level of organics service participation at commercial properties.

Date: July 18, 2023

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While some service disruptions occurred at the onset of the COVID-19 pandemic, these service issues were quickly resolved and were common in the industry, as solid waste collection is an essential service.
2) Market Analysis
Given the anticipated impact of SB 1383 requirements, uncertainty in recycling markets due to changes in international trade policy for recyclables (the China National Sword), and limited capacity for processing organic materials, the solid waste hauling market’s appetite for competitive bidding on new contracts is mixed, and going out to competitive bid may result in rate increases as the neighboring City of San Ramon experienced in recent years.

Republic Services currently collects garbage, recyclables, organics in most of the neighboring jurisdictions in Contra Costa County, including nearby RecycleSmart. Republic Services also has the advantage, as the incumbent hauler, of unique knowledge about the service needs and geography of the City. For these reasons, staff believes it is in the City’s best interests to enter into the new 10-year agreement with of Republic, with the stated negotiated terms.
3) Regulatory Analysis
The State continues to set ambitious recycling goals via new legislation which primarily places responsibility for implementing new recycling programs on local jurisdictions.

The significant State laws that apply to the City include:
• AB 939, which set a statewide diversion goal of 50% from 1990 levels by 2000. • AB 341, which set a goal of 75% diversion statewide by the year 2020 and requires businesses that generate more than four cubic yards of commercial solid waste per week and multifamily residential dwellings of five units or more to arrange for recycling services, on and after July 1, 2012.
• AB 1826, which set a goal of reducing organic waste by 50% by 2020, and required local jurisdictions to arrange a commercial organics collection program that includes food scraps on and after July 1, 2016.
• SB 1383, which sets a statewide goal to reduce organic waste by 50% from the 2014 level by 2020 and 75% from the 2014 level by 2025 and introduces numerous other requirements, including residential food waste collection. SB 1383 also establishes a target of recovering 20% of currently disposed edible food for human consumption by 2025.

Republic Services has already demonstrated significant value to the City by assisting in AB 939 and AB 1826 compliance under the City’s current contract. Under the terms of the new agreement, Republic Services will assist the City in achieving compliance with State regulations under SB 1383, which requires significant changes to collection operations to facilitate universal participation in organics diversion from the landfill. The proposed Subject: Adopt a resolution approving a Franchise Agreement with Allied Waste Systems, Inc. (Republic Services) for garbage, recyclable materials and organic waste collection services and revising the maximum limit for rates for such services starting on January 1, 2024.

Date: July 18, 2023

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Agreement places most of the requirements for SB 1383 implementation on Republic Services.
4) Rate Analysis
R3 conducted a comparison analysis around Republic Services proposed rates, rate structure and solid waste services to those of neighboring or other similar jurisdictions in the Bay Area. A graph illustrating the rate comparison is provided in Figure 1, below.

Figure 1: 2023 Contra Costa County Residential Rates
Table 1, below, shows the rate increase that would be effective January 1, 2024 for residential customers (increase in actual dollars).

Table 1: Dollar Amount of Monthly Rate Increase for Residential Customers Container Size Current Rate 2024 Rate $ Increase
20 gallon $31.32 $37.34 $6.02
32 gallon $33.14 $39.52 $6.38
64 gallon $48.11 $57.47 $9.36
96 gallon $52.41 $62.62 $10.21
$-
$20.00
$40.00
$60.00
$80.00
$100.00
$120.00
$140.00
$160.00
$180.00
32 Gallon 64 Gallon 96 Gallon
Subject: Adopt a resolution approving a Franchise Agreement with Allied Waste Systems, Inc. (Republic Services) for garbage, recyclable materials and organic waste collection services and revising the maximum limit for rates for such services starting on January 1, 2024.

Date: July 18, 2023

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The proposed agreement changes the index for annual rate adjustments from the All Urban Consumer Index (CPI-U) to the Water, Sewer, Trash (WST) index. This index aligns more closely with actual costs for waste management. Over the last five years the CPI-U has increased more rapidly than the WST (See Table 2). The proposed agreement includes a cap of 5% on annual rate increases.

Table 2: Comparison of Water Sewer Trash (WST) vs All Consumers (CPI-U) 5) Term Analysis
A 10-year extension term would align with the industry standard, and the City would benefit from adjusting agreement terms to meet upcoming regulatory requirements. The additional provisions negotiated in the Agreement would facilitate SB 1383 compliance. These revisions include the provision of route reviews for contamination monitoring, container color and labeling adjustments, assistance in meeting compost procurement requirements, increased outreach and education to all organic waste generators, and increased reporting requirements. While other term lengths are possible, the most common length for solid waste collection contracts is 10 years which also aligns with the useful life of capital (trucks and equipment). Given the adjustments to meet SB 1383 that are described above, a longer-term length allows some of the up-front immediate costs of compliance to be recovered in later years, providing rate increase “smoothing” that is not possible with shorter term lengths.

Staff recommends the City execute a new Franchise Agreement with Republic Services for a 10-year term in a form approved by the City Attorney and in substantially the same form as Attachment B to this staff report. The negotiated agreement modifications will result in improved service levels and ensure full compliance with existing and new state mandates.

FISCAL IMPACT
The City collects a franchise fee based upon Republic’s collected revenue; that franchise fee payment is anticipated to increase by an amount equivalent to the approved rate increase.

Date: July 18, 2023

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ATTACHMENTS
A. ResolutionB. Agreement for the provision of Garbage, Recyclable Materials and Organic Waste collection services.

Reso 40-2023 Misc EEs Addendum 1 June 20, 2023
RESOLUTION NO. XX-2023

A RESOLUTION APPROVING AN AGREEMENT WITH ALLIED WASTE SYSTEMS, INC. AND APPROVING THE NEW SOLID WASTE COLLECTION RATES EFFECTIVE JANUARY 1, 2024

THE CITY COUNCIL
City of Clayton, California
WHEREAS, the current term of the agreement with Allied Waste Systems, Inc. (dba Republic Services) ends December 31, 2023; and
WHEREAS, Republic Services has enhanced their organics program to ensure City compliance with SB 1383 which mandates these enhanced services; and WHEREAS, Republic Services requested a 10-year extension and amendment to the franchise agreement;
WHEREAS, Republic Services’ performance of its responsibilities under the current franchise agreement has been satisfactory and staff believes it is in the City’s best interests to execute a 10-year extension to Republic’s agreement for the term of January 1, 2024 to December 31, 2033, with the stated negotiated terms; and WHEREAS, due to changes in operating conditions due to changes in State legislation there is a cost increase beyond the standard escalation rates; and WHEREAS, the increase to consumers will be as outlined in the agreement (Attachment B), but on average the increase effective January 2024 shall be 19.89%. which equates to approximately $6.00 - $10.00 on the standard residential monthly rate; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Clayton, California that the City Council approves and authorizes the City Manager to execute a new franchise agreement, in a form approved by the City Attorney and in substantially the same form as the attached draft, with Allied Waste Systems, Inc. for a 10-year agreement term for garbage, recyclable materials and organic waste collection services, and revises the maximum limit for rates for such services starting on January 1, 2024.

PASSED, APPROVED AND ADOPTED by the City Council of Clayton, California at a regular public meeting thereof held on the 18th day of July 2023:

Reso 40-2023 Misc EEs Addendum 2 June 20, 2023
AYES:

NOES:

ABSTAIN:

ABSENT:

THE CITY COUNCIL OF CLAYTON, CA
________________________________
Jeff Wan, Mayor
ATTEST:
___________________________________
Janet Calderon, City Clerk

1 AGREEMENT
2 FOR THE PROVISION OF
3 4 GARBAGE, RECYCLABLE MATERIALS AND
5 ORGANIC WASTE COLLECTION SERVICES
6 7 Executed Between the
8 City of Clayton and Allied Waste Systems, Inc.
9 10 This 1st day of January 2024
11 12
13 Clayton Agreement Final 071023 Page 2 of 99
14 TABLE OF CONTENTS
15 Collection Services Agreement 16
17 Article 1. Definitions ................................................................................................................... 6 18 Article 2. Term of Agreement .................................................................................................. 17 19 Article 3. Conditions Governing Services Provided by Contractor .......................................... 17 20 Article 4. Franchise Fees and Payments ................................................................................. 18 21 Article 5. General Requirements ............................................................................................. 20 22 Article 6. Collection Service Rates .......................................................................................... 26 23 Article 7. Collection Service Billing .......................................................................................... 29 24 Article 8. Diversion Requirements ........................................................................................... 30 25 Article 9. Service Unit Types ................................................................................................... 31 26 Article 10. Residential Service ................................................................................................. 32 27 Article 11. MFD Service ........................................................................................................... 38 28 Article 12. Commercial Service ............................................................................................... 42 29 Article 13. City Services .......................................................................................................... 48 30 Article 14. Additional Services ................................................................................................. 50 31 Article 15. Collection Equipment ............................................................................................. 54 32 Article 16. Contractor’s Office .................................................................................................. 57 33 Article 17. Contractor Support Services .................................................................................. 57 34 Article 18. Emergency Service ................................................................................................ 61 35 Article 19. Record Keeping and Reporting Requirements ....................................................... 62 36 Article 20. Nondiscrimination ................................................................................................... 66 37 Article 21. Service Inquiries and Complaints ........................................................................... 66

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38 Article 22. Quality of Performance of Contractor ..................................................................... 67 39 Article 23. Performance Bond ................................................................................................. 69 40 Article 24. Insurance ................................................................................................................ 69 41 Article 25. Defense and Indemnification .................................................................................. 72 42 Article 26. Default of Agreement ............................................................................................. 74 43 Article 27. Modifications to the Agreement .............................................................................. 76 44 Article 28. Legal Representation ............................................................................................. 77 45 Article 29. Conflict of Interest .................................................................................................. 77 46 Article 30. Contractor's Personnel ........................................................................................... 78 47 Article 31. Exempt Waste ........................................................................................................ 79 48 Article 32. Independent Contractor .......................................................................................... 79 49 Article 33. Laws to Govern ...................................................................................................... 79 50 Article 34. Consent to Jurisdiction ........................................................................................... 79 51 Article 35. Assignment ............................................................................................................. 80 52 Article 36. Compliance with Laws ............................................................................................ 80 53 Article 37. Permits and Licenses ............................................................................................. 80 54 Article 38. Ownership of Written Materials .............................................................................. 81 55 Article 39. Waiver .................................................................................................................... 81 56 Article 40. Prohibition Against Gifts ......................................................................................... 81 57 Article 41. Point of Contact ...................................................................................................... 81 58 Article 42. Notices ................................................................................................................... 81 59 Article 43. Transition to Next Contractor ................................................................................. 82 60 Article 44. Contractor’s Records .............................................................................................. 82

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61 Article 45. Entire Agreement ................................................................................................... 83 62 Article 46. Severability ............................................................................................................. 83 63 Article 47. Right to Require Performance ................................................................................ 83 64 Article 48. All Prior Agreements Superseded .......................................................................... 83 65 Article 49. Headings ................................................................................................................ 84 66 Article 50. Exhibits ................................................................................................................... 84 67 Article 51. Attorney’s Fees ...................................................................................................... 84 68 Article 52. Effective Date ......................................................................................................... 84 69 Exhibit 1 City Approved Service Rates .................................................................................. 86 70 Exhibit 2 List of City Properties and Service Levels ............................................................... 92 71 Exhibit 3 Collection Container Specifications ......................................................................... 93 72 Exhibit 4 Administrative Charges and Penalties .................................................................... 95 73 Exhibit 5 City-Approved Processing and Disposal Facilities .................................................. 97 74 Exhibit 6 Acceptable Recyclable and Organic Waste Materials ............................................. 98 75 Clayton Agreement Final 071023 Page 5 of 99
76 Contractor shall commence performance of its Collection Service obligations under this agreement 77 on January 1, 2024 (“Commencement Date”), Agreement is between the City of Clayton, a general law city 78 of the State of California, referred to as "City" and Allied Waste Systems, Inc. dba Republic Services of 79 Contra Costa County referred to as "Contractor".
80 The Legislature of the State of California, by enactment of the California Integrated Waste 81 Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified at California 82 Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and 83 require local agencies to make adequate provisions for garbage collection within their jurisdiction. 84 The State of California has found and declared that the amount of garbage generated in California, 85 coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the 86 need to conserve natural resources, have created an urgent need for State and local agencies to enact and 87 implement an aggressive integrated waste management program. The State has, through enactment of the 88 Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and 89 to maximize the use of feasible garbage reduction, re-use, recycling, and composting options to reduce the 90 amount of garbage that must be disposed of in disposal sites. 91 Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be 92 amended from time to time, City has determined that the public health, safety, and well-being require that 93 an exclusive right be awarded to a qualified contractor to provide for the collection of garbage, recyclable 94 materials, and organic waste materials, except for collection of materials excluded in City’s Municipal Code, 95 and other services related to meeting the Act’s 50 percent diversion goal and other requirements of the Act. 96 City further declares its intent to regulate and set the maximum rates Contractor may charge Service 97 Recipients for the collection, transportation, processing, recycling, composting, and/or disposal of garbage, 98 recyclable materials, and organic waste materials.
99 The City Council has determined that Contractor, by demonstrated experience, reputation, and 100 capacity, is qualified to provide for the collection of garbage, recyclable materials, and organic waste 101 materials within the corporate limits of City, the transportation of such material to appropriate places for 102 processing, recycling, composting and/or disposal; and City Council desires that Contractor be engaged to 103 perform such services on the basis set forth in this Agreement; and, 104 Contractor has represented that it has the ability and capacity to provide for the collection of garbage, 105 recyclable materials, and organic waste materials within the corporate limits of City; the transportation of 106 such material to appropriate places for processing, recycling, composting and/or disposal; and the 107 processing of materials.
108 The Parties agree that solid waste Collection Services shall be provided pursuant to this Agreement 109 as of 12:00 a.m. January 1, 2024 (“Commencement Date”) at which time this Agreement shall be 110 controlling.
111 Now, therefore, in consideration of the mutual covenants, agreements and consideration contained 112 in this Agreement, City and Contractor agree as follows:
113

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114 Article 1. Definitions
115 For the purpose of this Collection Services Agreement, referred to as "Agreement", the definitions contained 116 in this Article apply unless otherwise specifically stated. When not inconsistent with the context, words used 117 in the present tense include the future, words in the plural include the singular, and words in the singular 118 include the plural. Use of the masculine gender includes the feminine gender. The meaning of terms or 119 words not defined in this Article will be as commonly understood in the solid waste collection services 120 industry when the common understanding is uncertain. 121 1.01 AB 341. “AB 341” means State of California Assembly Bill No. 341 approved October 5, 122 2011. AB 341 requires businesses, defined to include commercial or public entities that generate more than 123 4 cubic yards of commercial solid waste per week or multifamily residential dwellings of 5 units or more, to 124 arrange for recycling services and requires jurisdictions to implement a commercial recycling program. 125 1.02 AB 827. “AB 827” means State of California Assembly Bill No. 827 approved October 02, 126 2019. AB 827 requires businesses that are mandated to recycle under AB 341 (“MCR”) and/or mandated to 127 recycle organics under AB 1826 (“MOR”) or SB 1383 and that provide customers access to the business, to 128 provide customers with a recycling bin and/or organics collection bin for those waste streams that is visible, 129 easily accessible, and adjacent to each bin or container for trash. 130 1.03 AB 939. “AB 939” or “The Act” means “The California Integrated Waste Management Act 131 of 1989” codified in part in Public Resources Code §§ 40000 et seq, and such regulations adopted by. 132 California Department of Resources Recycling and Recovery (CalRecycle) for implementation of the Act, or 133 its successor agency, including but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 134 (Chapter 343, Statues of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling 135 Resources Code § 40000 and following as it may be amended and as implemented by the regulations of 136 CalRecycle.
137 1.04 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594 approved 138 September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green material as Alternative 139 Daily Cover does not constitute diversion through recycling and would be considered disposal. 140 1.05 AB 1669. “AB 1669” means State of California Assembly Bill No. 1669 approved 141 September 30, 2016 which amends California Labor Code Sections 1070 through 1076 with respect to the 142 hiring of displaced employees under service contracts for the collection and transportation of solid waste. 143 1.06 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826 approved 144 September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an 145 organic waste recycling program to divert from the landfill organic waste from businesses. Each business 146 meeting specific organic waste or solid waste generation thresholds phased in from April 1, 2016 to January 147 1, 2020, is required to arrange for organic waste recycling services. 148 1.07 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036 approved 149 September 27, 2018. AB 3036 prohibits a County, City, District, or local government agency from subjecting

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150 the hauling of certain byproducts from the processing of food or beverages to an exclusive franchise, 151 contract, license, or permit.
152 1.08 Agreement. “Agreement” means the written agreement between the City and the 153 Contractor covering the work to be performed and all contract documents attached to the agreement and 154 made a part thereof.
155 1.09 Agreement Administrator. The City Manager, or his or her designee, designated to 156 administer and monitor the provisions of the Agreement.

1.10 Agreement Year. Agreement year means each twelve (12) month period from January 1st 157 to December 31st 158 during the term of this Agreement. 159 1.11 Applicable Law. “Applicable Law” means all laws, regulations, rules, orders, judgments, 160 decrees, permits, approvals, or other requirement of any federal, state, county, city, and local governmental 161 agency having jurisdiction over the collection and disposition of Solid Waste, including Recyclable Materials, 162 Organic Waste, and Construction and Demolition Debris. 163 1.12 Best Management Practice. Best Management Practice means the schedule of activities, 164 prohibition of practices, maintenance procedures, and other management practices to prevent or reduce, to 165 the maximum extent that is technologically and economically feasible, the discharge of pollutants in the 166 storm drain system.
167 1.13 Bin. “Bin” means a metal or plastic waste container designed or intended to be 168 mechanically serviced by a commercial front-end loader vehicle. It shall be designed to hold from one (1) to 169 eight (8) OK cubic yards of material with the lid properly closed. The specifications for Contractor-provided 170 Bins are set forth in Exhibit 4.
171 1.14 Biohazardous or Biomedical Waste. Any waste which may cause disease or reasonably 172 be suspected of harboring pathogenic organisms; included are waste resulting from the operation of medical 173 clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human 174 and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, 175 contaminated clothing and surgical gloves.
176 1.15 E-Waste. Electronic equipment such as stereos, televisions, computers, VCR’s and other 177 similar items collected from SFD Service Units.
178 1.16 Bulky Waste. “Bulky Waste” or “Large Items” means Solid Waste consisting of discarded 179 white goods, furniture, tires, carpets, mattresses, and similar large items which do not fit in a regular 180 Collection Container and require special handling due to their size but can be collected and transported 181 without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle 182 load limits. It does not include abandoned automobiles and other vehicles, nor does it include items defined 183 as Exempt Waste.

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184 1.17 Business Day. Any Monday through Friday, excluding any holidays as defined in Section 185 5.03.
186 1.18 Calendar Year. Each twelve (12) month period from January 1 to December 31. 187 1.19 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least twenty (20) 188 and not more than one hundred (100) gallons, having a hinged tight-fitting lid and wheels, that is provided 189 by the Exclusive Franchise Solid Waste Contractor, approved by the City, and used by Service Recipients 190 for collection, accumulation, and removal of solid waste from commercial, industrial, or residential premises 191 in connection with Exclusive Franchise Collection Services. The specifications for Contractor-provided Carts 192 are set forth in Exhibit 4.
193 1.20 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act 194 of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations promulgated 195 thereunder.
196 1.21 Change in Law. means the occurrence of any of the following events after the Effective 197 Date: (i) the enactment, adoption, promulgation, amendment, repeal, binding judicial interpretation, or formal 198 administrative interpretation of any Applicable Law, including without limitation adjustments to per ton fees 199 established by any public agency, including City; (ii) the issuance of any order or judgment of any federal, 200 state, or local court or agency in a proceeding to which a Party is a party, but not to the extent such order or 201 judgment finds the Party asserting there to have been a Change in Law to have been negligent or otherwise 202 at fault; or (iii) the denial, suspension, or termination of any government permit or other entitlement, but not 203 to the extent such denial, suspension, or termination is the result of any act or omission of the Party asserting 204 there to have been a Change in Law.
205 1.22 City. The City of Clayton, California, including any unincorporated areas of the County that 206 may be annexed by the City during the Initial Term and all extensions. 207 1.23 City Collection Service. City Garbage Collection Service, City Organic Waste Collection 208 Service, City Recycling Service, City Clean-up Services, City-Sponsored Events Services, and Large Item 209 Collection Services.
210 A. City Clean-up Services. On-call City requested Collection from Agreement 211 Administrator to support City services and operations. 212 B. City Garbage Collection Service. The Collection of Garbage, by Contractor, from 213 City Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 214 C. City Large Item Collection Service. The periodic on-call Collection of Large Items, 215 by Contractor, from City Service Units in the Service Area and the delivery of those Large Items to a Disposal 216 Facility, Materials Recovery Facility or such other facility as may be appropriate under the terms of this 217 Agreement.
218 D. City Organic Waste Collection Service. The Collection of Organic Waste, by 219 Contractor, from City Service Units in the Service Area, the delivery of those Organic Waste materials to an

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220 Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and 221 the disposal of all City Organic Waste Processing Residue. 222 E. City Recycling Service. The Collection of Recyclables Materials by the Contractor 223 from City Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 224 Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all 225 City Recyclables Materials Processing Residue.
226 F. City Sponsored Event Services. On-call Collection Services at City-Sponsored 227 Events.
228 1.24 City Facility. City Facility(ies) means any building or other site that the City owns, leases, 229 or occupies that are listed in Exhibit 2.
230 1.25 City Manager. City Manager means the City Manager of the City of Clayton, or his or her 231 designated representative, or any employee of the City who succeeds to the duties and responsibilities of 232 the City Manager.
233 1.26 Collect and Collection and Collected. The removal of Solid Waste from a Service Unit and 234 transportation to a Disposal Facility, Organic Waste Processing Facility, Materials Recycling (or Recovery) 235 Facility, or Transfer Station as appropriate.
236 1.27 Collection Container. A Bin, Cart, or Roll-Off Container that is approved by the Agreement 237 Administrator for use by Service Recipients for Collection Services under this Agreement. 238 1.28 Collection Route. “Collection Route” means the designated weekly itinerary or sequence 239 of stops scheduled to be performed by one collection vehicle providing regularly scheduled Solid Waste, 240 Recyclables, or Organic Materials collection services (not on-call or Bulky Item/Abandoned Waste) within 241 the Contractor’s collection service area under the Agreement. 242 1.29 Collection Services. Contractor’s obligations under this Agreement to Collect Solid Waste 243 within the Service Area. Collection Service includes Residential Collection Service, Commercial Collection 244 Service, and City Collection Service.
245 1.30 Collection Vehicle. A licensed vehicle that has all required licenses to provide Collection 246 Service and that has been approved by the Agreement Administrator for use under this Agreement. 247 1.31 Commencement Date. Has the meaning specified in Section 2.01 of this Agreement. 248
249
250
251
252
253

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254 1.32 Commercial Collection Service. Collection Service provided to Commercial Service Units. 255 Commercial Collection Service includes Commercial Garbage Collection Service, Commercial Organic 256 Waste Collection Service, and Commercial Recycling Collection Service. Commercial Collection Service 257 specifically includes the following:
258 A. Commercial Garbage Collection Service. The Collection of Garbage by Contractor, 259 from Commercial Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 260 B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, 261 by Contractor, from Commercial Service Units in the Service Area, the delivery of those Organic Waste 262 materials to an Organic Waste Processing Facility and the processing and marketing of those Organic 263 Waste materials, and the disposal of all Commercial Organic Waste Processing Residue. 264 C. Commercial Recycling Collection Service. The Collection of Recyclable Materials, 265 by Contractor, from Commercial Service Units in the Service Area, the delivery of those Recyclable 266 Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials, 267 and the disposal of all Commercial Recyclable Materials Processing Residue. 268 1.33 Compactor. Any Collection Container which has a compaction mechanism, whether 269 stationary or mobile.
270 1.34 Compost. “Compost” means the act or product of the controlled biological decomposition 271 of Organic Wastes that are Source Separated or are separated at a centralized facility. Compost may also 272 include the product of anaerobic digestion or other conversion technologies. 273 1.35 Construction and Demolition Debris. “Construction and Demolition Debris means 274 discarded materials removed from premises, resulting from construction, renovation, remodeling, repair, 275 deconstruction, or demolition operations on any pavement, house, commercial building, or other structure 276 or from landscaping. Such materials include but are not limited to “inert wastes” as defined in Public 277 Resources Code Section 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt), 278 gravel, plaster, gypsum wallboard, aluminum, glass, plastic pipe, roofing material, carpeting, wood, masonry, 279 trees, remnants of new materials, including paper, plastic, carpet scraps, wood scraps, scrap metal, building 280 materials, packaging and rubble resulting from construction, remodeling, renovation, repair and demolition 281 operations on pavements, houses, commercial buildings, and other structures. 282 1.36 CPI - Water and Sewer and Trash Collection Services (CPI). The index sets published by 283 the United States Department of labor, Bureau of Labor Statistics. Consumer Price Index series, All Urban 284 Consumers: Water and Sewer and Trash Collection Services, U.S. City Average. 285 1.37 Contractor. Allied Waste Systems, Inc. dba Republic Services of Contra Costa County 286 which has entered into this Agreement.
287 1.38 County. Contra Costa County, California.

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288 1.39 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid Waste at 289 a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public Resources 290 Code 40192(b).
291 1.40 Disposal Facility. “Disposal Facility” means the place or places listed in Exhibit 55 as 292 City-approved locations for the Disposal of Garbage or other materials as appropriate and acceptable. 293 1.41 Dwelling Unit. A building or part of a building designed for residential use by a single 294 independent housekeeping unit and having separate exterior access, toilet, and facilities for cooking and 295 sleeping.
296 1.42 Edible Food. “Edible Food” has the same meaning as found in Section 8.04.010 of the 297 Municipal Code. Edible Food means food intended for human consumption. For purposes of this Agreement, 298 Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or 299 authorizes the recovery of food that does not meet the food safety requirements of the California Retail Food 300 Code.
301 1.43 Edible Food Recovery. “Edible Food Recovery” means the actions to collect and distribute 302 Edible Food and distributing it to local food recovery organizations from places where it would otherwise go 303 to waste such as, but not limited to, restaurants, grocery stores, produce markets, school cafeterias, or dining 304 facilities.
305 1.44 Effective Date. “Effective Date of Agreement” shall mean the date on which the Agreement 306 is signed and delivered by the last of the parties to sign and deliver. 307 1.45 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Sludge, 308 automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid 309 batteries, dead animals, and those wastes under the control of the Nuclear Regulatory Commission. 310 1.46 Food Waste “Food Waste” means (1) food scraps including all edible or inedible food such 311 as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, 312 cheese, coffee grounds, and eggshells. Food Scraps excludes fats, oils, and grease when such materials 313 are Source Separated from other Food Scraps; and (2) food-soiled paper, which is compostable paper 314 material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, 315 paper coffee cups, napkins, and pizza boxes.
316 1.47 Franchise Fee. The negotiated fee stated in Section 4.02.1 of this Agreement. 317 1.48 Garbage. All putrescible and non-putrescible solid, semi-solid and associated liquid waste 318 generated or accumulated through the normal activities of a premises. Garbage does not include Recyclable 319 Materials, Organic Waste, or Large Items, that is source-separated and set out for purposes of collection 320 and recycling.

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321 1.49 Green Waste. “Green Waste” means grass clippings, leaves, landscape and prunings 322 waste, wood materials from trees and shrubs, and other forms of organic materials generated from 323 landscapes or gardens.
324 1.50 Gross Revenue. All monetary amounts actually collected or received by Contractor for the 325 provision of Franchise Services pursuant to this Agreement, including but not necessarily limited to: all 326 receipts from Service Recipients, inclusive of late charges, contamination charges, Franchise Fees or any 327 other cost of doing business. “Gross Revenue”, for purposes of this Agreement, does not include any 328 revenues generated from the sale of Recyclable Material, Compost or energy, grants, cash awards, State of 329 California Department of Conservation payments, or rebates resulting from the performance of this 330 Agreement.
331 1.51 Hazardous Waste. “Hazardous Waste” has the same meaning as set forth in Section 332 8.32.020 of the Municipal Code. Hazardous Waste shall have the meaning set forth in California Code of 333 Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor laws and regulations as 334 may be amended from time to time.
335 1.52 Holiday. “Holiday” means New Year’s Day, Memorial Day, Independence Day, Labor Day, 336 Thanksgiving Day, Christmas Day, and any other day recognized by resolution of the City Council or 337 designated by Contractor as a day on which waste Collection Service will not be provided until the following 338 day, excluding Sunday.
339 1.53 Household Hazardous Waste. “Household Hazardous Waste” means that waste resulting 340 from products purchased by the general public for household use which, because of its quantity, 341 concentration or physical, chemical or infectious characteristics, may pose a substantial known or potential 342 hazard to human health or the environment when improperly treated, disposed or otherwise managed, or, 343 in combination with other Solid Waste, may be infectious, explosive, poisonous, caustic, toxic, or exhibit any 344 of the characteristics of ignitability, corrosivity, reactivity, or toxicity as per California Code of Regulations 345 Title 22, Division 4.5, Chapter 11, Section 66261.3. 346 1.54 Kitchen Food Waste Pail. A plastic receptacle with a rated capacity not exceeding two and 347 one-half (2.5) gallons, having a hinged lid, suitable for use in a SFD Service Unit or a MFD Service Unit for 348 temporary storage of SFD or MFD Organic Waste that is approved for such purpose by City. 349 1.55 Manure. Stable bedding and other waste matter normally accumulated and associated with 350 stables or in livestock.
351 1.56 Materials Recovery Facility. Materials Recovery Facility (MRF) means a facility listed in 352 Exhibit 5 to which commingled Solid Waste, Organic Waste and Recyclable Materials are brought for 353 separation into marketable Recyclable Materials.
354 1.57 Maximum Service Rate. The maximum amount that Contractor may charge Service 355 Recipients for Collection Services, as listed in Exhibit 1, and as may be adjusted in accordance with the 356 provisions of this Agreement.

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357 1.58 Multi-Family Dwelling (MFD) Collection Service. MFD Solid Waste Collection Service 358 serves a Multi-Family Dwelling, and specifically includes the following, MFD Garbage Collection Service, 359 MFD Organic Waste Collection Service, and MFD Recycling Service:
360 A. MFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 361 MFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 362 B. MFD Organic Waste Collection Service. The Collection of Organic Waste, by 363 Contractor, from MFD Service Units in the Service Area, the delivery of those Organic Waste materials to 364 an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, 365 and the disposal of all MFD Organic Waste Processing Residue. 366 C. MFD Recycling Service. The Collection of Recyclables Materials by the Contractor 367 from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 368 Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all 369 MFD Recyclables Materials Processing Residue.
370 1.59 Municipal Code. Municipal Code means the City of Clayton Municipal Code. 371 1.60 Non-Collection Notice. A written notice approved by the Agreement Administrator that 372 notifies a Service Recipient of the reason Contractor did not Collect Solid Waste set out for Collection. 373 1.61 Organic Waste. “Organic Waste” has the same meaning as set forth in Section 8.04.010 374 of the Municipal Code and means Food Waste, Green Waste, Wood Waste, and food-soiled paper waste 375 that is mixed in with Food Waste.
376 1.62 Organic Waste Collection Service. The Collection of Organic Waste from Service Units and 377 processing at an Organic Waste Processing Facility, and the disposal of all Organic Waste Processing 378 Residue.
379 1.63 Organic Waste Processing Facility. “Organic Waste Processing Facility” means any facility 380 designed, operated and legally permitted for the purpose of receiving and processing Food Waste, Green 381 Waste, and Organic Waste listed in Exhibit 5.
382 1.64 Overage. Overage means Solid Waste set out for Collection either on top of or outside of 383 a Container or in any manner that prevents the Container lid from completely closing or potentially cause 384 Solid Waste to spill during Collection by Contractor’s vehicles. 385 1.65 Premises. “Premises” means any land or building in the City where waste is generated or 386 accumulated.
387 1.66 Prohibited Container Contaminants. “Prohibited Container Contaminants” means any of 388 the following but does not include Organic Waste specifically allowed for Collection in a Container that is 389 required to be transported to a high diversion organic waste processing facility if the waste is specifically 390 identified as acceptable for Collection in that Container in a manner that complies with the requirements of 391 14 CCR Section 18984.1, 18984.2, or 18984.3. (A) Non-Organic Waste placed in a Collection Container

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392 designated for Organic Waste provided pursuant to 14 CCR Section 18984.1 or 18984.2; (B) Organic 393 Wastes that are, carpet, hazardous wood waste, or non-compostable paper placed in the Collection 394 Container that is part of an Organic Waste Collection Service provided pursuant to 14 CCR Section 18984.1 395 or 18984.2; (C) Organic Wastes, placed in a Collection Container designated for Garbage, that pursuant to 396 14 CCR Section 18984.1 or 18984.2 were intended to be Collected separately in a Collection Container 397 designated for Organic Waste or Recyclable Materials; (D) Organic Wastes placed in the Collection 398 Container designated for Recyclable Materials shall be considered Prohibited Container Contaminants 399 when those wastes were specifically identified in this Agreement, or through local ordinance for Collection 400 in the Container designated for Organic Waste, or mutually agreed to and promulgated by the City and 401 Contractor. Paper products, printing and writing paper, wood and dry lumber may be considered acceptable 402 and not considered Prohibited Container Contaminants if they are placed in Collection Container designated 403 for Recyclable Materials; and (E) Exempt Waste placed in any Collection Container. 404 1.67 Quarter. A three-month period during a calendar year. The first Quarter is January through 405 March. The second Quarter is April through June. The third Quarter is July through September. The fourth 406 Quarter is October through December.

1.68 Rate Year. Rate Year means the period January 1st to December 31st 407 , for each year during 408 the Term of this Agreement.
409 1.69 Recyclable Materials. Recyclable Materials means those materials that are separated from 410 Solid Waste prior to disposal to be recycled consistent with the requirements of the Act. Recyclable Materials 411 that can be placed in the Recycling Container include but are not limited to, glass and plastic bottles, 412 aluminum, tin and steel cans, metals, unsoiled paper products, printing and writing paper, and cardboard, 413 and other items as directed by City and agreed to by Contractor. 414 1.70 Recycling. “Recycling” means the process of collecting, sorting, cleansing, treating and/or 415 marketing Recyclable Materials that would otherwise become Garbage, and returning them to the economic 416 mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality 417 standards necessary to be used in the marketplace. “Recycling” does not include transformation as defined 418 in Public Resource Code Section 40201.
419 1.71 Residential Collection Service. “Residential Collection Service” means ongoing regularly 420 scheduled collection of Solid Waste by an Exclusive Franchise from Residential Service Units and MFD 421 Service Units and the delivery of that Solid Waste to a Disposal Facility, Recycling Facility, and/or Organics 422 Processing Facility.
423 1.72 Residual or Residuals. “Residual” or “Residuals” means Solid Waste that is not Diverted 424 from landfill Disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclables 425 Processing Facility for processing for Diversion from landfill Disposal. Residual does not include Recyclable 426 Materials or Organic Material that is processed for Diversion but lacks an available market. 427 1.73 Roll-Off Container. A metal container with a capacity of eight (8) or more cubic yards that 428 is normally loaded onto a specialized Collection vehicle and transported to an appropriate facility.

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429 1.74 Route Review. “Route Review” means a visual inspection of Containers along a Collection 430 Route for the purpose of identifying Prohibited Container Contaminants, which may include mechanical 431 inspection methods such as use of cameras.
432 1.75 SB 1383. “SB 1383” means State of California Senate Bill 1383 Short-lived Climate 433 Pollutants: Organic Waste Reductions, approved September 19, 2016, and the regulations implementing 434 the law, Title 14, Code of California Regulations (CCR), Chapter 12. 435 1.76 Self-Haul. Collection of Solid Waste by the resident, owner, or occupant of the Premises 436 on which the Solid Waste was generated pursuant to a City-issued permit and in accordance with the 437 requirements of the Municipal Code.
438 1.77 Service Area. That area within the city limits of the City of Clayton designated by City as 439 the Service Area.
440 1.78 Service Recipient. An individual or entity receiving Collection Service. 441 1.79 Service Unit. “Service Unit” means a single subscriber to Contractor’s Collection Services. 442 SFD Service Units, MFD Service Units, City Service Units or Commercial Service Units. Service Unit 443 specifically includes the following:
444 A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll-Off Container(s) 445 for the accumulation and set-out of Solid Waste. City Service Units are the properties set forth in Exhibit 2 446 and may be modified by written notice to Contractor by the City. 447 B. Commercial Service Unit. All retail, professional, wholesale and industrial facilities, 448 and other commercial enterprises offering goods or services to the public that utilize a Garbage Bin, 449 Cart, Compactor, Roll-Off Container for the accumulation and set-out of Commercial Solid Waste. 450 C. Multi-Family Dwelling and MFD Service Unit. “Multi-Family Dwelling” and “MFD” 451 shall mean any building or structure, including but not limited to Mobile Home Parks, or portion thereof, 452 used for residential purposes having five or greater distinct living units. 453 D. SFD Service Unit. Any Single-Family Dwelling Unit in the Service Area utilizing a 454 Cart for the accumulation and set out of Solid Waste originating from SFD Residential Premises. 455 1.80 SFD Collection Service. SFD Garbage Collection Service, SFD Recycling Service, SFD 456 Organic Waste Collection Service, and SFD Large Item Collection Service. 457 A. SFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 458 SFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 459 B. SFD Large Item Collection Service. The periodic on-call Collection of Large Items, 460 by Contractor, from SFD Service Units in the Service Area and the delivery of those Large Items to a 461 Disposal Facility, Materials Recovery Facility or other such facility as may be appropriate under the terms 462 of this Agreement. SFD Large Item Collection Service does not include the Collection of Large Items using 463 Roll-Off Containers.

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464 C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by 465 Contractor, for SFD Service Units in the Service Area, the delivery of those Organic Waste Materials to an 466 Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, 467 and the disposal of all SFD Organic Waste Processing Residual. 468 D. SFD Recycling Service. The Collection of Recyclable Materials by the Contractor 469 from SFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 470 Recovery Facility and the processing and marketing of those Recyclable Materials. 471 1.81 Single-family Dwelling or SFD. “Single-family/duplex dwelling” or “SFD” means any 472 residential premises with fewer than five (5) units single attached dwelling units, each designed for use by 473 one bona fide housekeeping group.
474 1.82 Sludge. The accumulated solids, residues, and precipitates generated as a result of waste 475 treatment or processing, including wastewater treatment, water supply treatment, or operation of an air 476 pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or 477 similar disposal appurtenances or any other such waste having similar characteristics or effects. 478 1.83 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, semisolid, and 479 liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and 480 construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, 481 dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, Manure, vegetable or 482 animal solid and semisolid wastes, and other discarded solid and semisolid wastes, as set forth in California 483 Public Resources Code Section 40191(a)(b), as amended from time to time. Solid Waste includes 484 Recyclable Materials but does not include (1) Hazardous Waste; (2) radioactive waste regulated pursuant 485 to the Health and Safety Code Section 114960 et seq.; and (3) medical waste regulated pursuant to the 486 Health and Safety Code Section 117600 et seq.
487 1.84 Source Separated. “Source Separated” means materials that have been kept separate in 488 the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing in order 489 to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted 490 products, which meet the quality standards necessary to be used in the marketplace, or as otherwise defined 491 in 14 CCR Section 17402.5(b)(4).
492 1.85 Term. “Term” means the time period or duration which the Agreement is in effect. 493 1.86 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 5 as City494 approved locations conveyance of Solid Waste Collected by Contractor into larger vehicles prior to 495 transportation of the Solid Waste to a Disposal Facility or Processing Facility. 496 1.87 Universal Waste or U-Waste. Electronic devices, dry-cell batteries, non-empty aerosol 497 cans, fluorescent lamps, and fluorescent bulbs, mercury thermostats, and other mercury containing 498 equipment.

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499 1.88 Solid Waste Generator. “Solid waste generator” means any person, as defined by the most 500 current version of the Public Resources Code, whose act or process produces solid waste as defined in that 501 same code, or whose act first causes solid waste to become subject to regulation. 502
503 1.89 White goods. “White goods” means enamel-coated major appliances, such as washing 504 machines, clothes dryers, hot water heaters, stoves, and refrigerators. 505 1.90 Work Day. Any day, Monday through Saturday, that is not a Holiday as set forth in Section 506 5.03 of this Agreement.
507 1.91 Wood Waste. “Wood waste” means Solid Waste consisting of stumps, large branches, tree 508 trunks, and wood pieces or particles that are generated from the manufacturing or production of wood 509 products, harvesting, processing or storage of raw wood materials, or construction and demolition activities. 510 Article 2. Term of Agreement
511 2.01 Initial Term. The initial term of this Agreement will be for a ten (10) year period beginning 512 January 1, 2024 and terminating on December 31, 2033. Contractor shall commence performance of its 513 Collection Service obligations under this Agreement on January 1, 2024 (“Commencement Date”). 514 2.02 Extension of Term. Contractor may request up to two, five (5) year term extension to the 515 Initial Term, and at City’s sole option, City may grant Contractor’s request to extend the term. Under no 516 circumstances will City be obligated to extend the term. Contractor must request the first five (5) year 517 extension by July 1, 2033 in order to be eligible for the term extension, and July 1, 2038 in order to be eligible 518 for the second term extension.
519 2.03 Performance Review Prior to Five (5) Year Extension. A billing audit and performance 520 review shall be conducted two years prior to the end of the Initial Term as described in Section 14.09. The 521 cost of the review shall be paid as specified in that Section. 522 Article 3. Conditions Governing Services Provided by Contractor 523 3.01 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 524 conditions set forth herein, the Exclusive Franchise, right and privilege to collect, remove and dispose of, in 525 a lawful manner, Solid Waste, Recyclable Materials, and Organic Materials accumulating in the City’s 526 Service Area that are required to be accumulated and offered for collection to the Contractor in accordance 527 with the City’s Municipal Code, for the Term of and within the scope set forth in this Agreement. 528 3.02 Recyclable Materials, Organic Waste, and Bulky Waste Discarded by Service Recipients. 529 This Agreement shall not prohibit any person from selling Recyclable Materials or Organic Waste or giving 530 Recyclable Materials or Organic Waste away to persons or entities other than Contractor. However, in either 531 instance: (1) the Recyclable Materials or Organic Waste must be source separated from and not mixed with

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532 other Solid Waste; and (2) the seller/donor may not pay the buyer/donor any consideration for collecting, 533 processing or transporting such Recyclable Materials or Organic Waste. A discount or reduction in the price 534 for collection, disposal and/or recycling services for any form of un-segregated or segregated Solid Waste 535 is not a sale or donation of Recyclable Materials or Organic Waste and such Solid Waste does not qualify 536 for this exception. However, once the Recyclable Materials or Organic Waste have been placed in the 537 Collection Container and the Container set out for Collection, the Recyclable Materials or Organic waste 538 become the property of Contractor.
539 3.03 Exclusions to Exclusivity.
540 3.03.1 Recyclable Materials Sold By Commercial Generator. If the Waste Generator at a 541 Commercial Service Unit has source separated Recyclable Material, the Waste Generator is entitled to sell 542 that Recyclable Material or be otherwise compensated in a manner resulting in a net positive payment to the 543 Waste Generator, when such collector is permitted as appropriate under the City Municipal Code. 544 3.03.2 Byproducts of Food and Beverage Processing. Under AB 3036 (2018), certain 545 byproducts from the processing of food or beverages from agricultural or industrial sources, provided they 546 do not include animal, including fish, processing byproducts, they are Source-Separated, they are not 547 discarded (meaning the generator may not pay the recipient any consideration, or accept a discount or 548 reduction in price for collecting, processing, or transporting such material), and they are used as animal feed, 549 are exempted from this Exclusive Franchise Agreement. Entities requesting exemption must apply to the 550 City and be any of the following: registered pursuant to Section 110460 of the Health and Safety Code or be 551 exempted from registration pursuant to Section 110480 of the Health and Safety Code, or be a beer 552 manufacturer as defined in Section 23012 of the Business and Professions Code, or a distilled spirits 553 manufacturer, as defined in Section 23015 of the Business and Professions Code. 554 3.03.3 Donated Solid Waste. Recyclable Materials, Organic Waste, or Large Items which 555 is Source Separated at any premises by the waste generator and donated to youth, civic or charitable 556 organizations qualified as such pursuant to Federal law. Donation does not include any forms of discounted 557 service fees paid by the generator to a transporter or to a youth, civic or charitable organization. 558 3.03.4 Gardening or Landscape Services. Green Waste removed from a premises by a 559 gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that 560 company rather than as a hauling service;
561 3.04 Responsibility for Service Billing and Collection. Contractor is responsible for the billing 562 and collection of payments for Collection Services within the Service Area. 563 Article 4. Franchise Fees and Payments
564 4.01 Contractor’s Payments to City. The Parties agree that all fees and any payments owed by 565 Contractor to City under this Agreement, including the Franchise Fees in section 4.03.1 below are the 566 product of extensive arm’s length negotiations between the Parties and constitute fair market value for the

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567 rights and benefits conferred, and as such reflect valid consideration for the rights and privileges City has 568 granted to Contractor under this Agreement.
569 4.02 Quarterly Fees and Payments. The following quarterly fees and payments shall be due and payable on the twentieth (20th 570 ) day of the month following the end of each Quarter for which the Collection 571 Services were provided; first such payment being due on April 1, 2024. The City may add, remove or the 572 Quarterly Fees with written notice to contractor, in which case there shall be a rate adjustment in accordance 573 with Section 27.01 to reflect the increased or decreased cost. The Quarterly Fees shall be accompanied at 574 the time of payment by a written report, in a format acceptable to the City, setting forth the calculations 575 Contractor used to determine the amount due and the basis for those calculations. Figures used in the report 576 shall be taken from Contractor’s general books of account, and Contractor shall retain all supporting 577 documentation in accordance with the records retention requirements in Section 19.01. 578 4.02.1 Franchise Fee. Contractor shall pay the City a quarterly Franchise Fee equal to ten 579 percent (10%) of the Gross Revenue received by the Contractor from Collection Services provided in the 580 City pursuant to this Agreement.
581 4.03.2 Street Sweeping Fee. Contractor shall remit City-contracted street-sweeping fees collected 582 through Contractor billings to the City in an amount to be set per rate category and/or individual customer 583 by City. Contractor shall remit the entire amount of the fee collected to the City, and City may adjust this 584 fee in accordance with Section 4.02.
585 4.03 Annual Fees and Payments. The following annual fees and payments shall be due and 586 payable on January 1 of each calendar year; the first such payments being due on January 1, 2024. The 587 City Council may adjust the Annual Fees by resolution, in which case Contractor shall be entitled to a rate 588 adjustment as a City-directed change in accordance with Section 27.01. On each anniversary of the 589 Commencement Date, each of the following annual fees and payments shall increase by the same 590 percentage that the Maximum Service Rate increases for that same Calendar Year. 591 4.03.1 SB 1383 Implementation Fee. In consideration of the implementation, reporting, and 592 enforcement costs of SB 1383, Contractor shall pay City an annual SB 1383 Implementation Fee to be set 593 by the City and treated as a pass-through cost not eligible for profit in each annual rate adjustment. 594 4.04 Time and Method of Payment. Contractor shall pay all amounts owed under this Article 595 without prior notice or demand and without abatement, deduction, offset or credit in lawful money of the 596 United States, on or before the applicable due date, unless the due date lands on a weekend or Holiday, in 597 which case the due date shall be the next Business Day. If sent by U.S. mail, the remittance must be post598 marked on or before the due date. If hand-delivered, Contractor must request and receive a date-stamped 599 receipt from the City by 5:00 p.m. on the due date. 600 4.05 Late Payments. In the event Contractor fails to pay the City any amounts owed under this 601 Article on or before the applicable due date, then in addition to the amounts already owed, Contractor shall 602 pay a penalty as specified in Exhibit 4, except to the extent that such lateness is due to extenuating 603 circumstances. Contractor must submit any request for approval of a late payment in writing at least five (5)

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604 Business Days prior to the date on which fees are due, and the request must be accompanied by a written 605 explanation of the extenuating circumstances and adequate supporting documentation. The City shall not 606 unreasonably withhold its approval and shall notify Contractor within three (3) Business Days of receiving 607 the request whether and to what extent the request has been approved. 608 4.05.1 Taxes and Utility Charges. The Contractor shall pay all taxes lawfully levied or 609 assessed upon or in respect of the operating assets or the Collection Services, or upon any part thereof of 610 upon any revenues necessary for the operation of the operating assets and the provision of the Collection 611 Services, when the same shall become due.
612 4.05.2 Franchise Fee Disputes. In the event of any disputes between the Contractor and 613 the City with respect to the payment of fees described in this Article 4, the City shall provide the Contractor 614 with written objection within 180 days of the receipt of the written report described in Section 4.02, 615 encompassing the dispute amount. The City shall state its objections in writing with reference to the 616 applicable portion(s) of the report and its reasons then known for its dispute. The Parties agree to meet and 617 confer regarding any such dispute.
618 Article 5. General Requirements
619 5.01 Service Standards. Contractor must perform all Collection Services under this Agreement 620 in a thorough and professional manner as described in Article 22, while meeting the minimum performance 621 and developed by the Contractor and approved by the City. 622 5.02 Labor and Equipment. Contractor must provide and maintain all labor, equipment, tools, 623 facilities, and personnel supervision required for the performance of Contractor’s obligations under this 624 Agreement. Contractor must always have sufficient backup equipment and labor to fulfill Contractor’s 625 obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of 626 labor, equipment, tools, facilities or supervision will be provided or paid to Contractor by City or by any 627 Service Recipient except as expressly provided by this Agreement. 628 5.03 Holiday Service. The City observes New Year’s Day, Memorial Day, Independence Day, 629 Labor Day, Thanksgiving Day, and Christmas Day as legal holidays. Contractor is not required to provide 630 Collection Services or maintain office hours on the designated holidays. In any week in which one of these 631 holidays falls on a Work Day, SFD Collection Services for the holiday and each Work Day thereafter will be 632 delayed one Work Day for the remainder of the week with normally scheduled Friday SFD Collection 633 Services being performed on Saturday. Commercial Collection Services will be adjusted as set forth in Article 634 12 but must meet the minimum frequency requirements of one (1) time per week. Collection Services will 635 not take place on Sundays, unless previously authorized by the Agreement Administrator. 636 5.04 Inspections. The City has the right to inspect Contractor’s facilities or Collection Vehicles 637 and their contents used to provide services pursuant to this Agreement at any reasonable time while 638 operating inside or outside the City.

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639 5.05 Commingling of Materials.
640 5.05.1 Commercial Materials Collected in Clayton. Contractor may commingle Commercial 641 materials collected pursuant to this Agreement with other materials collected outside the City of Clayton, 642 provided that Contractor tracks the tonnage of Commercial material collected inside the City of Clayton 643 separately using Contractor’s City-approved allocation methodology. Changes to the allocation methodology 644 may only be made with the express prior written authorization of the Agreement Administrator. 645 5.05.2 Recyclable Materials. Subject to Sections 10.08.2 and 12.04.4, Contractor may not 646 at any time commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with 647 any other material type Collected by Contractor without the express prior written authorization of the 648 Agreement Administrator.
649 5.05.3 Organic Waste. Subject to Sections 10.09.4 and 12.05.7, Contractor may not at any 650 time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any other 651 material type Collected by Contractor, without the express prior written authorization of the Agreement 652 Administrator.
653 5.05.4 Commingled Garbage and Recyclables. Only in special circumstances in which 654 separate Collection Containers pose a challenge due to space or logistical constraints, and with prior written 655 authorization of the Agreement Administrator, Contractor may Collect Commercial Garbage and Recyclable 656 Materials in the same Collection Container, for the purposes of processing Recyclable Materials for 657 diversion.
658 5.06 Recyclable Materials and Organic Waste Contamination. Contractor must offer the Service 659 Recipients the correct combination of Cart and Bin sizes and collection frequency beyond the minimum 660 service requirements as necessary, that matches their unique service needs to reduce contamination of 661 Recyclable Materials and Organic Waste, and provide service at least cost to Service Recipient. Contractor 662 is only required to collect and process Recyclable Materials if they have been separated by the Service 663 Recipient from Garbage and Organic Waste and will only be required to collect Organic Waste if it has been 664 Source Separated by the Service Recipient from Garbage and Recyclable Materials. 665 As part of Contractor’s Public Education Services under Article 18, Contractor’s route collection personnel 666 will report to Contractor’s supervisors if they observe potential contamination problems, and/or insufficient 667 collection capacity. For purposes of determining if Recyclable Materials or Organic Waste are deemed to 668 be contaminated, if, by visual or digital inspection, Recyclable Materials are commingled with ten percent 669 (10%) by weight or volume of Garbage or Organic Waste, or if, by visual inspection, Organic Waste is 670 commingled with three percent (3%) by volume of Garbage or Recyclable Materials, then Recyclable 671 Materials and/or Organic Waste will be deemed to be contaminated and Contractor may take the steps in 672 Section 5.07.
673 5.07 Violations by Service Recipients. The following provisions will apply to all Commercial, 674 MFD and SFD Service Recipients.

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675 5.07.1 First and Second Occurrence. For the first and second occurrence within any one 676 Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), 677 Contractor shall document Contamination through the application of a Cart tag, by electronic communication, 678 or phone call, provided that if Contractor does not possess an email address or phone number for the 679 Customer, Contractor may provide a written communication, which shall include a request for an email 680 address or phone number for future notifications. Communication shall include instructions on the proper 681 procedures for sorting Recyclable Materials or Organic Waste and shall notify the Service Recipient that for 682 the third and subsequent incidents of excess contamination, the Service Recipient may be charged a 683 contamination fee and/or contamination surcharge for the contaminated container, and Contractor may 684 increase the Collection Container size, or require an additional Collection Container. Contractor may, at its 685 discretion Collect the Container as Recyclable Materials, Organic Waste, or Solid Waste. Contractor must 686 also document the contamination issue and provide digital/visual documentation to the Service Recipient, 687 upon request, that clearly documents the Service Recipient’s on-going contamination problems. An 688 occurrence is defined as an event of contamination in one particular day, meaning that two occurrences 689 cannot occur on the same day.
690 5.07.2 Third Occurrence. For the third or subsequent occurrence within any one Calendar 691 Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), Contractor 692 must collect the contaminated Container at its discretion as Recyclable Materials, Organic Waste, or Solid 693 Waste. and must charge the Service Recipient a contamination fee as set forth in Exhibit 1. Contractor must 694 continue providing the Recyclable Materials or Organic Waste Collection Services. Contractor must provide 695 upon request (or have provided) digital/photographic documentation to the Service Recipient that clearly 696 documents the Service Recipient’s on-going contamination problems and written Notices of contamination 697 as described above. Contractor may increase the Container size or collection frequency and/or impose a 698 contamination surcharge on the account for a minimum period of 3 months. After the 3 months of 699 contamination surcharge, the Service Recipient may request from the Contractor a visual inspection 700 demonstrating contamination level is under the acceptable threshold as outlined in section 5.06 . If the 701 customer successfully demonstrates contamination level under the threshold, the contractor will discontinue 702 the contamination surcharge and will restore container size or frequency. Contractor must document 703 contamination issue and surcharge in Waste Reporting System and notify City in the Contract’s quarterly 704 reports if Contractor increases the Container size or collection frequency for excessive contamination or 705 imposes the contamination surcharge to the account. City will consult with Contractor and consider, and 706 pursue as applicable, appropriate legal remedies against offending Service Recipients to secure 707 discontinuance of the contamination.
708 5.08 Tracking Occurrences of Contamination. Regarding Section 5.07, each Contamination 709 occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar Year if 710 contamination occurrences are not active and consecutive. Where contamination is occurring, and 711 occurrences are consecutive and unremedied their count shall continue across Calendar Years until remedy 712 occurs. In this case, once the Service Recipient has demonstrated no contamination for a period of three 713 consecutive months the tracking calendar will reset.

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714 5.09 Disputes Over Excess Contamination Charges. If Service Recipient disputes a 715 contamination charge (which must be within 30 calendar days of them being assessed), Contractor will 716 temporarily halt any contamination charge and/or increased Maximum Service Rate resulting from increasing 717 the Collection Container size, or collection frequency, and Contractor may request a ruling by the City 718 Manager to resolve the dispute. During the pendency of any request, Contractor may restore Container size 719 or number, or collection frequency to the prior levels. A request by Contractor to the City Manager to rule on 720 any such dispute must be filed within ten (10) Business Days of Contractor’s halting of contamination charge, 721 or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing 722 overall problems. The City Manager may request a meeting (in person or phone) with both the Service 723 Recipient and Contactor to resolve the dispute. Following such a meeting, the City Manager will rule on the 724 dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute between 725 and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, Contractor will 726 credit the disputed contamination charges or increased Maximum Service Rate. If the City Manager rules in 727 favor of Contractor, Contractor may charge Service Recipient the prior halted contamination charge and/or 728 increased Maximum Service Rate resulting from increasing the Collection Container size or collection 729 frequency and may follow the steps in Section 7.07 for collection of delinquent accounts. 730 5.10 Container Overage and Correction Procedures. If a Customer is found to habitually 731 overflow their Collection Container(s), i.e., lid will not close, and/or material not contained within Container 732 Contractor may take the steps as listed below to correct Customers’ on-going overflow of material. All 733 customers will be notified of Collection Overages. Contractor shall notify the City regarding Commercial, 734 and MFD customers that habitually overflow their Containers so that the City can take appropriate action 735 with such customers to secure discontinuance of the overages. 736 5.11 Overage and Correction Procedures. Contractor shall provide the Service Recipients the 737 correct combination of Collection Containers and collection frequency that matches each Service Recipient’s 738 unique service needs to enable clean, efficient, and cost-effective collection of Solid Waste, Recyclable 739 Materials, and Organic Waste. City and Contractor agree that overflow of Solid Waste that is not properly in 740 the Service Recipient’s Solid Waste Collection Containers negatively impacts public health and safety. 741 Contractor has also agreed to conduct recycling audits and provide outreach and support to Service 742 Recipient accounts receiving the correct service level. However, if Service Recipients are found to habitually 743 overflow their Solid Waste Collection Containers, Contractor may take the steps as listed below to correct 744 Service Recipient’s on-going overflow of Solid Waste. 745 5.12 Prior Arrangements For Collection. If the Service Recipient has made prior arrangements 746 with Contractor for Collection of Solid Waste Overages, Contractor must collect such Overages as arranged, 747 and may charge the Service Recipient the Solid Waste Overage fee (prior arrangement) rate set forth in 748 Exhibit 1.
749 5.13 No Prior Arrangements. If the Service Recipient has not made prior arrangements with 750 Contractor for Collection of Solid Waste Overage, (i) Contractor may collect such Solid Waste Overage at 751 no additional charge as a courtesy, (ii) Contractor may not Collect the Solid Waste Overage and leave a 752 Non-Collection Notice explaining the reason for non-collection of the Solid Waste Overage, (iii) Contractor

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753 may Collect the Solid Waste Overage (up to two lifts) and charge the Service Recipient the Solid Waste 754 Overage fee (no prior arrangement) rate set forth in Exhibit 1 as provided below, or increase the capacity or 755 frequency of Collection of the existing Collection Container(s) to match documented service needs as 756 provided below. In managing Solid Waste Overages, the following apply:
757 5.13.1 SFD Service Recipients – Each Occurrence. For each occurrence Contractor will 758 not collect the Solid Waste Overage if the Collection Container could not be serviced by normal operating 759 procedures or cause spillage upon servicing and Contractor must provide the following written notice via e760 mail, U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient: (i) the date 761 and description of the Solid Waste Overage and document in the Waste Reporting System. Contractor’s 762 Non-Collection Notice for SFD Service Recipients shall also contain instructions on (a) how to schedule a 763 Large Item Collection or (b) request an additional Collection Container to eliminate future Overages. 764 5.13.2 Commercial and MFD Service Recipients – Each Occurrence. Contractor must 765 provide a written notice on the Container and may provide a copy of the notice via e-mail, U.S. mail, or in 766 person (which may be by Non-Collection Notice) to the Service Recipient with the date, description and 767 photograph, upon request, of the Solid Waste Overage. Contractor may collect the Solid Waste Overage 768 and may charge the Service Recipient a Solid Waste Overage fee as set forth in Exhibit 1, and increase the 769 capacity, or collection frequency of the Collection Container to match documented service needs. At least 770 ten (10) Business Days prior to increasing the Collection Container size, or frequency of Collection, 771 Contractor’s representative must also contact the Service Recipient by phone, U.S. mail, e-mail or in person 772 (which may be by Non-Collection Notice) to ensure that Service Recipient has the appropriate level of 773 service. Contractor must document overage issue and notify City through the Contractor’s quarterly report 774 of any changes in Service Recipient’s Collection Container size or collection frequency. The increased 775 capacity or collection frequency will remain in effect until Contractor determines that it is no longer needed 776 to prevent overages, which may be longer than the one Calendar Year stated above. Such determination 777 will be in Contractor’s sole but reasonable discretion and will be subject to the dispute resolution procedure 778 set forth below. City will consider, and pursue as applicable, appropriate legal remedies against offending 779 Service Recipients in order to secure discontinuance of the overages. 780 5.14 Tracking Occurrences of Solid Waste Overage. Regarding Sections 5.11 – 5.13 after 781 twelve (12) months have passed from the last applicable Solid Waste Overage occurrence, the next Solid 782 Waste Overage occurrence will be deemed a first Solid Waste Overage occurrence. 783 5.15 Disputes Over Container Overflow Charges. If Service Recipient disputes a Solid Waste 784 Overage charge or container size or collection frequency change within thirty (30) calendar days of the 785 disputed action, Contractor must temporarily halt Solid Waste Overage charge and/or increased Maximum 786 Service Rate resulting from increasing the Collection Container size or collection frequency, and Contractor 787 may request a ruling by the City Manager to resolve the dispute. During the pendency of any request, 788 Contractor may restore Container size or number, or collection frequency, to the prior levels. A request by 789 Contractor to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of 790 Contractor’s halting of Solid Waste Overage charge, or increased Maximum Rate, and must include written 791 documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a

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792 meeting (in person or phone) with both the Service Recipient and Contractor to resolve the dispute. Following 793 such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City 794 Manager’s decision on resolving the dispute between and Service Recipient will be final. If the City Manager 795 rules in favor of the Service Recipient, Contractor must credit the disputed charge or increased Maximum 796 Service Rate. If the City Manager rules in favor of Contractor, Contractor may charge Service Recipient the 797 prior halted Solid Waste Overage charge and/or increased Maximum Service Rate resulting from increasing 798 the Solid Waste Collection Container size or collection frequency and may follow the steps in Section 7.07 799 for collection of delinquent accounts.
800 5.16 Ownership of Materials. Except as provided otherwise under Applicable Law, title to 801 Residential Waste, Commercial Solid Waste, Recyclable Materials, and Organic Waste will pass to 802 Contractor at such time as said materials are set out for Collection. 803 5.17 Spillage and Litter. Contractor may not litter premises in the process of providing Collection 804 Services or while its vehicles are on the road. Contractor must transport all materials Collected under the 805 terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from 806 Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing Collection 807 Services so as to prevent spilling or dropping of Residential Waste, Commercial Solid Waste, Recyclable 808 Materials, or Organic Materials and must immediately, at the time of occurrence, clean up such spilled or 809 dropped Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic Materials. 810 5.17.1 Except as provided in Section 12.03.3, Contractor is not responsible for cleaning up 811 sanitary conditions caused by the carelessness of the Service Recipient; however, Contractor must clean 812 up any material or residue that is spilled or scattered by Contractor or its employees. 813 5.17.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting 814 from Contractor’s operations or equipment repair must be covered immediately with an absorptive material 815 and removed from the street surface. Contractor must document spillage and notify City’s stormwater 816 compliance coordinator within ninety (90) minutes of any spills resulting from Contractor’s operations or 817 equipment. When necessary, Contractor must apply a suitable cleaning agent and cleaning technique to the 818 street surface to provide adequate cleaning as approved by the City’s stormwater compliance coordinator to 819 be compliant with the City’s stormwater permit.
820 5.17.3 The above paragraphs notwithstanding, Contractor must clean up any spillage or 821 litter caused by Contractor within four (4) hours upon notice from the City whenever possible. If City 822 reasonably deems necessary after Contractor’s response to the spill, Contractor must engage third-party 823 environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or any other liquid or debris 824 that remains on street after Contractor’s own clean-up efforts. If clean-up is not conducted to satisfaction of 825 City, City has right to engage environmental clean-up specialist to perform additional clean-up work at the 826 expense of Contractor.
827 5.17.4 In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., 828 any physical damage more than a simple cosmetic stain caused by the spill), Contractor shall be responsible

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829 for all repairs to return the street to the same condition as that prior to the spill. Contractor shall be 830 responsible for all clean-up activities related to the spill. Repairs and clean-up shall be performed in a manner 831 satisfactory to the City and at no cost to the City. 832 5.17.5 To facilitate immediate cleanup, Contractor’s vehicles must always carry enough 833 petroleum absorbent materials along with a broom and shovel. 834 5.18 Green and Organic Waste Capacity. Contractor shall guarantee capacity for all City Green 835 and Organic Waste for the term of the Agreement using a facility listed in Exhibit 5. 836 5.19 Regulations and Record Keeping. Contractor must comply with emergency notification 837 procedures required by Applicable Laws and regulatory requirements. All records required by regulations 838 must be maintained at Contractor’s facility. These records must include waste manifests, waste inventories, 839 waste characterization records, inspection records, incident reports, and training records. 840 Article 6. Collection Service Rates
841 6.01 Collection Service Rates. Contractor is solely responsible for determining the rates it will 842 charge for providing the Collection Services, provided that Contractor shall not charge any Service Recipient 843 an amount that exceeds the applicable Maximum Service Rate set forth in Exhibit 1, which may only be 844 adjusted as provided in this Agreement.
845 6.02 Maximum Service Rate Adjustment. The Maximum Service Rates in Exhibit 1 shall be 846 adjusted on January 1, 2025, and annually thereafter in accordance with this Section 6.04. Except as 847 otherwise provided in this Article 6 below, no other adjustments shall be made except as provided in Section 848 27.01.
849 6.03 CPI Adjustment Calculation. For Rate Year 2025, beginning on January 1, 2025, and for 850 subsequent years thereafter, the rates shall be adjusted based on one hundred percent (100%) of the 12- 851 month average change in the CPI-U for the 12-month period published immediately prior to the rate 852 application. Therefore, the first rate adjustment effective January 1, 2025, will be based on the percentage 853 change between the 12-month average of the CPI-U from April 1, 2022, through March 31, 2023, and the 854 12-month average of the CPI-U from October 1, 2024, through September 30, 2024. The index to be used 855 shall be the Water and Sewer and Trash Collection Services (CPI). The index sets published by the United 856 States Department of labor, Bureau of Labor Statistics. Consumer Price Index series, All Urban Consumers:
857 Water and Sewer and Trash Collection Services, U.S. City Average. Collector shall receive at least a one 858 percent (1%) increase in its rates every January 1 and Contractor’s rates shall not increase more than five 859 (5) percent. Contractor shall submit supporting documentation to justify the CPI adjustment by April 1, 2024, 860 and annually, thereafter. The city shall evaluate the information and will provide for a rate increase based 861 on changes in the CPI Index as described herein.
862 6.03.1 Annual Rate Cap on Maximum Service Rates. In any Rate Year that the calculation 863 of the CPI-U exceeds five percent (5%), the total adjustment for that year will equal five percent (5%) and 864 the rollover amount will be added to the rate adjustment percentage in the following year, or any subsequent

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865 year. If the CPI-U is negative (after accounting for any applicable rollover percentages from prior years), 866 there will be no CPI-U adjustment for that year.
867 6.03.2 Rounding. Adjustments to the overall Service Rates shall be made only in units of 868 one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. All 869 CPI indices shall be rounded at two (2) decimal places for the adjustment calculation. 870 6.04 Adjustments Due to Change in Law. In addition to and separate from the adjustments set 871 forth in section 6.03, Contractor shall be entitled to an adjustment of the Service Rates as a result of a 872 Change in Law.
873 6.04.1 Governmental Fees and Charges. For a Change in Law that enacts or increases a 874 governmental fee or charge levied on a per ton basis affecting Contractor’s disposition of Waste or 875 Recyclable Materials or Organic Materials collected pursuant to this Agreement, City and Contractor shall 876 meet and confer to determine the amount of such enacted fee or increased amount of the fee and its 877 associated impact to the rates. Contractor shall provide written notice to City of the enacted or amended 878 governmental fee or charge at least 30 days prior to the adjusted Service Rate taking effect, and such 879 adjustment to rates are subject to City’s sole reasonable discretion. 880 6.04.2 Change in Law Affecting Contractor’s Agreement Obligations. For a Change in Law 881 that affects Contractor’s performance of services required pursuant to this Agreement, Contractor shall be 882 entitled to an equitable adjustment of the Service Rates as a result of the Change in Law. Upon Contractor 883 providing written notice to City that a Change in law has affected Contractor’s performance of services, City 884 and Contractor shall meet and confer to determine the impacts of the Change in Law on Contractor’s 885 performance of services and costs associated with performance of the services, to determine the amount of 886 adjustment to be made to Service Rates.
887 6.05 Extraordinary Adjustments. Contractor and City acknowledge that there may be infrequent 888 extraordinary events, (NO) which, although they do not prevent either party from performing, and thus do 889 not implicate the force majeure provisions hereof, nevertheless increase the cost of providing services above 890 the Section 6.04 Maximum Service Rate Adjustment. The obligation of the parties in such event is to act 891 reasonably toward each other in arriving at an appropriate adjustment in rates. Accordingly, at its option, 892 Contractor may apply to the City not more frequently than once annually, for an extraordinary rate adjustment 893 should an event or circumstance arise which negatively impacts the economic operation of Contractor and 894 which is in excess of the rate adjustment resulting from the application of Section 6.04. An extraordinary 895 adjustment in rates will be deemed justified if it is necessary for the Contractor to make a substantial change 896 in its operations, or substantial capital expenditure or investment to perform its obligations under this 897 Agreement due to the occurrence of an event or circumstance which is beyond the reasonable control of 898 Contractor. Extraordinary rate adjustments shall only be effective after approval by the City Council. 899 6.05.1 Contractor’s Burden. In the event of such an application for an extraordinary rate 900 increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable 901 satisfaction of the City the basis for the extraordinary increase cost. Contractor shall bear the burden of

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902 justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient 903 documentation in support of its request. City in its sole reasonable discretion may request Contractor to 904 provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be 905 solely responsible for the cost to of providing such additional information. Contractor shall allow City to review 906 a report of its annual revenues and expenses for the services provided in the City prepared by a Certified 907 Public Accountant or a licensed public accountant, which shall have been prepared in compliance with Rule 908 58 of the “Rules and Regulations of the State Board of Accountancy,” as established by the California Code 909 of Regulations, Title 16, Chapter I (“Financial Statements”). Such Certified Public Accountant or licensed 910 public accountant shall be entirely independent of the Contractor and shall have no financial interest 911 whatsoever in the business of the Contractor. City shall have the right to review this information in connection 912 with the City’s review of Contractor’s extraordinary rate adjustment request. With respect to any Financial 913 Statements or any other non-public information (“Confidential Information”), City agrees that: (a) it will hold 914 in confidence all Confidential Information; (b) it will restrict the disclosure of Confidential Information within 915 its own organization and to its agents or representatives who need to know the Confidential Information for 916 the purposes of the request; (c) it will not disclose Confidential Information to any third party, excepting those 917 subject to subsection (b), without the prior written consent of the Disclosing Parties; (d) it will not copy and/or 918 reproduce any Confidential Information without the prior written approval of the Contractor; and (e) it will not 919 use Confidential Information except as required for consideration of the request. City may consider 920 increases or decreases in Contractor’s total revenues and total cost of services when reviewing an 921 extraordinary rate adjustment request. The City will inform the Contractor upon receiving a California Public 922 Records Act (“CPRA”)request or a subpoena for the Confidential Information by written notice delivered to 923 the Contractor (“Notice”). Contractor may assert an exemption for “trade secrets” under subdivision (k) of 924 Government Code section 6254, Evidence Code section 1060, Civil Code section 3426.1(d) and Public 925 Resources Code section 40062(a) or other applicable law. In the event that City receives a CPRA request 926 seeking disclosure of information Contractor has designated as confidential and proprietary, City shall 927 promptly notify Contractor of the request and Contractor shall have the right to seek an order from the 928 Superior Court to limit or enjoin the City’s disclosure of such records. In the event City is subject to an action 929 seeking to enforce the CPRA for any information designated confidential and proprietary information 930 hereunder, Contractor shall defend and indemnify City in such litigation, which indemnity shall cover all of 931 City’s costs and expenses, including attorney’s fees. 932 6.05.2 [RESERVED]
933 6.05.3 Review Costs. At the time of its request, Contractor shall also submit a payment to 934 the City of Twenty-Five Thousand Dollars ($25,000) to defray the City’s costs to review the request. In the 935 event the City’s reasonable costs exceed that amount, Contractor shall reimburse the City for any 936 documented amount in excess.
937 6.05.4 Meet and Confer. The City and Contractor agree to meet and confer regarding the 938 request and to negotiate in good faith regarding the appropriateness of the requested adjustment. 939 6.05.5 City Review; Approval. City shall review the Contractor’s request and, in the City’s 940 sole and reasonable judgment, make the final determination as to whether an adjustment to the Maximum

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941 Service Rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. 942 Approval of the City Council shall be required for any Extraordinary Adjustments. The City shall notify 943 Contractor of its decision within ninety (90) calendar days regarding whether it accepts Contractor’s request. 944 Except as provided herein, any such change approved by the City shall not be implemented until January 1 945 of the next Rate Year unless a different time frame is approved by the City Council. 946 6.06 Five Year Meet and Confer. The City and Contractor agree to meet and confer on or about 947 five (5) years from the Commencement Date regarding material changes in the cost of providing services 948 that are substantially more than the annual rate adjustment. If it is determined that there have been material 949 changes in the cost of providing services, then the City and Contractor agree to negotiate in good faith 950 regarding appropriate adjustments to the rate. The process for demonstrating material changes in the cost 951 of providing services shall follow the same process as outlined in Section 6.04. 952 6.07 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is unable by 953 operation of Applicable Law to approve or implement a rate increase under this Article 6, or some or all of 954 the Maximum Service Rates are disallowed by operation of Applicable Law, Contractor will have the right, 955 within thirty (30) calendar days after notice of any such inability to approve or invalidation of an approved 956 rate increase, to request, in writing, that City negotiate in good faith regarding reductions in programs, 957 services, or fees to compensate for any negative impact from the unapproved or invalidated rate increase. 958 If City fails to commence negotiations in good faith or negotiations are not completed within forty-five (45) 959 calendar days following the date of receipt of Contractor’s request Contractor may terminate this Agreement 960 no earlier than one hundred and twenty (120) calendar days after written notice to the City. 961 6.08 Proposition 218. If deemed necessary or advisable by the City in its sole discretion, any 962 rate increase may be subjected to a majority protest or similar proceeding under Proposition 218 (Cal. Const. 963 Article XIII D). Contractor shall be responsible for the costs of any mailings or notices required for such 964 proceeding.
965 Article 7. Collection Service Billing
966 7.01 Responsibility for Collection Service Billing and Collection. Contractor shall be solely 967 responsible for the billing and collecting payments for the Collection Services it provides within the Service 968 Area and for City-contracted street sweeping services. 969 7.02 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or electronic 970 mail, to each Service Recipient in advance of all services provided by Contractor under this Agreement. If 971 sent by mail, invoices for each billing period shall be placed in a separate envelope accompanied by a self972 addressed return envelope. All invoices shall include Contractor’s e-mail address include directions for 973 payment by payment by check, credit card, or Automated Clearing House (ACH) debit, and shall include or 974 be accompanied by a complete billing statement showing all charges and all services provided. City shall 975 have the right to request that Contactor revise the format of all invoices and billing statements upon 976 reasonable notice to Contractor, and Contractor shall not unreasonably deny such request.

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977 7.03 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner than the 978 first day of the service period of Collections Services covered by the invoice. Contractor shall invoice Service 979 Recipients once every month for Commercial Service Units and MFD Service Units and once every Quarter 980 for SFD Service Units. No invoice shall be due and payable sooner than the last day of the respective month 981 or Quarter for which Collection Services are provided. 982 7.04 Partial Month Service. If, during a month, a Service Unit is added to or deleted from 983 Contractor’s Service Area, Contractor shall pro-rate billing to the Service Recipient on a weekly basis, 984 meaning one-fourth of the applicable rate found in Exhibit 1 multiplied by the number of weeks of service 985 provided by Contractor.
986 7.05 Overpayments. Contractor shall refund or issue a service credit for overpayments by 987 Service Recipients no later than thirty (30) calendar days after Contractor discovers or is notified of the 988 overpayment. Contractor shall refund every overpayment that: (1) exceeds two hundred dollars ($200.00) 989 or the amount of Service Recipient’s typical invoice, whichever is less; or (2) is due to the Service Recipient 990 closing the account prior to the end of the billing period. Contractor may issue a service credit of no more 991 than two (2) years against future invoices for all other overpayments. 992 7.06 Delinquent Service Accounts. Contractor shall report all Service Recipients whose 993 accounts are delinquent by more than sixty 60 calendar days to the Agreement Administrator on a monthly 994 basis.
995 7.07 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any other 996 provision of this Article, Contractor reserves its right to, and may take such action as is legally available to 997 Contractor, to collect or cause collection of past due invoice amounts; provided, however, that Contractor 998 shall never discontinue Collection Services to any Service Unit except upon thirty (30) calendar days prior 999 written notice to both the Service Recipient and the Agreement Administrator. Contractor may send a written 1000 notice to Service Recipient regarding payments of Billings during the billed service period. 1001 Article 8. Diversion Requirements
1002 8.01 Warranties and Representations. Contractor warrants that it is aware of and familiar with 1003 City's waste stream, and that it has the ability, and shall use commercially reasonable efforts to provide and 1004 employ sufficient programs and services to assist the City meeting or exceeding City’s Diversion goals 1005 requirements (including, without limitation, amounts of Solid Waste to be Diverted, time frames for Diversion, 1006 and any other requirements) as set forth in Applicable Law, and CalRecycle Regulations, and that Contractor 1007 will do so without imposing any costs or fees other than those set forth in Exhibit 1, except as provided in 1008 Section 27.01.1.
1009 8.02 Mutual Cooperation. City and Contractor shall each reasonably cooperate in good faith 1010 with all efforts of the other Party to meet City's Diversion requirements under Applicable Law and the 1011 Contractor’s obligations under this Article. City's obligations in this regard shall include, without limitation, 1012 making such petitions and applications as may be reasonably requested by Contractor for time extensions

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1013 in meeting Diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to authorize 1014 such changes to Contractor’s Recycling, Organic Waste, or Solid Waste programs as may be reasonably 1015 requested by Contractor in order to achieve the minimum requirements of this Article. 1016 8.03 Contractor’s Diversion Programs. Contractor shall implement the Diversion programs 1017 required under this Agreement to help the City and Contractor comply with all Diversion requirements under 1018 Applicable Law and the City meets or exceeds all minimum Diversion requirements under Applicable Law. 1019 Contractor shall furthermore, (1) assist the City to respond to inquiries from, or prepare for and attend any 1020 hearing before, CalRecycle or any other regulatory agency relating to the City’s compliance with Applicable 1021 Law; prepare for and participate in CalRecycle’ s review of the City's Source Reduction and Recycling 1022 Element.; apply for any extension available under Applicable Law; develop and implement a public 1023 awareness and education program consistent with the City's Source Reduction and Recycling Element and 1024 Household Hazardous Waste Element and any related requirements of Applicable Law; (2) provide the City 1025 with Recycling, source reduction, and other technical assistance as may be needed to comply with 1026 Applicable Law; (3) advise the City of additional programs or measures Contractor can, if authorized by the 1027 City, implement to increase compliance with the Diversion requirements of Applicable Law. 1028 8.04 New Diversion Programs. If the City fails to meet any CalRecycle Diversion requirement 1029 notwithstanding Contractor’s implementation of all Diversion and public education programs as required by 1030 this Agreement, the City may direct Contractor to modify its Diversion and public education programs or 1031 implement new programs. Such modifications may constitute a City-Directed Change under Section 27.01. 1032 Contractor shall not implement new Diversion programs not described in this Agreement without the City’s 1033 prior consent.
1034 8.05 Nothing contained herein shall prohibit Contractor from meeting the diversion requirements 1035 by any alternative methods or procedures, provided it complies with AB 939, AB 341, AB 1826, AB 1594, 1036 SB 1016, SB 1383, and / or any other Applicable Law, as may be amended from time to time. Contractor’s 1037 ability to meet the diversion requirements by alternative methods per this Section 8.05 is subject to 1038 Agreement Administrator review and approval.
1039 Article 9. Service Unit Types
1040 9.01 Service Units. Service Units include all the following categories of premises which are in 1041 the Service Area as of July 1, 2023 and all such premises which may be added to the Service Area by means 1042 of annexation, new construction, or as otherwise set forth in this Agreement during term of this Agreement:
1043 9.01.1 SFD Service Units. Services are specified in Article 10. 1044 9.01.2 MFD Service Units. Services are specified in Article 11. 1045 9.01.3 Commercial Service Units. Services are specified in Article 12. 1046 9.01.4 City Service Units. Services are specified in Article 13.

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1047 9.01.5 Any question as to whether a premise falls within one of these categories will be 1048 determined by the Agreement Administrator and the Contractor. 1049 9.02 Service Unit Changes. City and Contractor acknowledge that during the term of this 1050 Agreement it may be necessary or desirable to add or delete Service Units for which Contractor will provide 1051 Service.
1052 9.02.1 Additions and Deletions. Contractor must provide services described in this 1053 Agreement to new Service Units in Contractor’s Service Area within five (5) Work Days of receipt of notice 1054 from City or the new Service Unit to begin such Service. 1055 9.03 Annexation. If during term of the Agreement, additional territory within or adjacent to the 1056 Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public 1057 Resources Code section 49520, Contractor agrees to provide Collection Services in such annexed area in 1058 accordance with the provisions and Maximum Service Rates set forth in this Agreement after termination of 1059 former contractor’s rights to provide service have been exhausted. Such Collection Services must begin 1060 within five (5) Work Days of receipt of written notice from City. Contractor may not begin Collection Service 1061 without written authorization from City.
1062 9.04 Route Map Update. Contractor must revise the Service Unit route maps to show the 1063 addition of Service Units added due to annexation and must provide such revised maps to the Agreement 1064 Administrator as requested.
1065 Article 10. Residential Service
1066 10.01 SFD Conditions of Service. Except as set forth below, Contractor must provide SFD 1067 Collection Services to all SFD Units in the Service Area, including all MFD Units subscribed to Cart or Bin 1068 Collection Service. The SFD Services are governed by the following terms and conditions:
1069 10.01.1 Curb Service. Except for those Service Recipients that choose to receive Bins for 1070 service, Contractor must provide SFD Collection Service to all SFD Service Units in the Service Area whose 1071 SFD Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly 1072 containerized in Recycling Carts, except as set forth in Section 10.08.1; Organic Wastes are properly 1073 containerized in Organic Waste Carts, except as set forth in Section 10.09.3, where the Garbage, Recycling, 1074 and Organic Waste carts have been placed within three (3) feet of the curb, swale, paved surface of the 1075 public roadway, closest accessible roadway, or other such location agreed to by Contractor and Service 1076 Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle. 1077 10.01.2 SFD Cart Service. Contractor will use a weekly SFD Solid Waste Collection Service 1078 system with one (1) Garbage Cart, one (1) Recycling Cart, and one (1) Organic Waste Cart as part of the 1079 base SFD Solid Waste Collection Service. SFD Service Recipients shall have one Garbage, one Recycling 1080 Cart and one Organic Waste Cart to be included at no additional cost. All Carts shall comply with applicable 1081 regulations related to colors and labeling, acknowledging that such regulations only apply to containers 1082 purchased after January 1, 2022, and would not apply to the Contractor’s containers purchased prior to

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1083 January 1, 2022, currently deployed, including remaining replacement cart stock. Newly purchased carts 1084 shall have cart bodies matching the colors currently deployed, and cart lids as follows: Garbage gray or 1085 black, Recycling blue, and Organics green. Customers shall keep and use their existing carts as of the 1086 effective date of this Agreement. Garbage, Recycling, and/or Organic Waste Carts with a capacity of 20 - 1087 Gallon, 32-Gallon, 64-Gallon or 96-Gallon Smaller carts for organics may be offered on a case-by-case 1088 basis. Pricing for downsizing Carts, or additional Carts, relative to the base Bundled Service are included in 1089 Exhibit 1.
1090 10.01.3 On-Premises Service. Notwithstanding any term or definition set forth in this 1091 Agreement, Contractor must provide Collection of SFD Garbage, Recycling, and Organic Waste on the SFD 1092 Service Recipients premises to an SFD Service Unit as follows. 1093 10.01.3.1 At no additional cost to the SFD Service Unit. SFD Service Units 1094 where all adult Service Recipients residing therein have disabilities that prevent them from setting their 1095 Garbage, Recycling or Organic Waste Cart at the curb for Collection, may request on-premises service. A 1096 letter from a qualified physician must be submitted and approved for on premises service at no charge. 1097 10.01.3.2 At an additional cost to the SFD Service Unit. 1098 A. SFD Service Units where topography, steep driveways, below grade dwellings, or 1099 limited access to public streets that prevents the SFD Service Recipient from setting their Garbage, 1100 Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the 1101 Contractor, and if a request for on-premises service has been made and agreed to by the Contractor. 1102 B. Contractor may offer “push services” to SFD Service Recipients other than those 1103 listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services 1104 include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers 1105 from their storage location for Collection and returning the Collection Containers back to their storage 1106 location.
1107 10.01.3.3 Contractor must provide on-premises Collection Service on the 1108 same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit. 1109 10.02 Frequency and Scheduling of Service. Except as set forth in Section 10.10, SFD Collection 1110 Service must be provided one (1) time per week on a scheduled route basis. SFD Collection Service must 1111 be scheduled so that all Service Units receive Garbage Collection Service, Recycling Collection Service, 1112 and Organic Waste Collection Service on the same Work Day. SFD Collection Service must be provided, 1113 commencing no earlier than 7:00 a.m. and terminating no later than 7:00 p.m., Monday through Saturday, 1114 except for Holidays in accordance with Section 5.03. The hours, day, or both of Collection may be extended 1115 due to extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement 1116 Administrator.
1117 10.03 Manner of Collection. The Contractor must provide Collection Service with as little 1118 disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position 1119 at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes.

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1120 Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on 1121 private property and may not trespass nor cross property to the adjoining premises unless the occupant or 1122 owner of both properties has given permission. Care should be taken to prevent damage to property, 1123 including flowers, shrubs, and other plantings.
1124 10.04 Kitchen Food Waste Pails. At the start of this Agreement, Contractor must supply, Kitchen 1125 Food Waste Pails that comply with Collection Container specifications in Exhibit 4. 1126 10.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1127 by unnecessary rough treatment. However, any Cart damaged by the Contractor must be replaced by 1128 Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service 1129 Recipient.
1130 10.05.1 Upon notification to Contractor by City or a Service Recipient that the Service 1131 Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1132 must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. Contractor must 1133 maintain records documenting all Cart replacements occurring and report through the Waste Reporting 1134 System monthly.
1135 10.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1136 stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1137 in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1138 Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1139 of those replacements in excess of one (1) per type of Cart per Service Recipient during the term of the 1140 Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1, or as may be adjusted 1141 by the City from time to time as provided under this Agreement. 1142 10.05.3 Contractor understands and agrees that this provision is intended to be applied on 1143 a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up 1144 to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract. 1145 10.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible 1146 for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five (5) Work 1147 Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair 1148 the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient. 1149 10.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1150 a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient on 1151 the next service day. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar 1152 Year during the term of this Agreement for moving to a smaller or larger Cart size. Accordingly, Contractor 1153 will be compensated only for the cost of those exchanges in excess of one (1) per Calendar Year for those 1154 Service Units receiving larger Cart sizes, in accordance with the “Cart Exchange” service rate as set forth in 1155 Exhibit 1 or as may be adjusted this Agreement.

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1156 10.05.6 Additional Cart Request. Upon notification to the Contractor by City or a Service 1157 Recipient that additional Carts for Garbage, for Recyclable Materials, or s for Organic Waste are requested, 1158 Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth 1159 in Exhibit 1.
1160 10.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1161 10.06 Cleaning of Collection Containers. Once each Calendar Year, if requested by the SFD 1162 Service Recipient, must replace the dirty Collection Containers with clean Collection Containers. 1163 10.07 SFD Garbage Collection Service. This service is governed by the following terms and 1164 conditions:
1165 10.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1166 in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10. 1167 10.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of 1168 performing Collection Services must be transported to, and disposed of, at the Disposal Facilities listed in 1169 Exhibit 5. In the event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose 1170 of the Garbage at another legally permitted Disposal Facility. Failure to comply with this provision will result 1171 in the levy of a penalty as specified in Exhibit 4 and may result in Contractor being in default under this 1172 Agreement.
1173 10.08 SFD Recycling Service. This service is governed by the following terms and conditions:
1174 10.08.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart may be 1175 placed beside the Recycling Cart for collection if flattened. 1176 10.08.2 Recycling - Improper Procedure. The Contractor is not required to Collect 1177 Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste 1178 or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1179 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1180 Contractor must follow the steps set forth in Section 5.07. 1181 10.08.3 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable 1182 Materials collected as a result of performing recycling services must be delivered to the Materials Recovery 1183 Facility listed in Exhibit 5. Failure to comply with this provision will result in the levy of a penalty as specified 1184 in Exhibit 4 and may result in Contractor being in default under this Agreement. All expenses related to 1185 materials processing and marketing will be the sole responsibility of Contractor. 1186 10.08.4 Recycling - Changes to Services. Should changes in Applicable Law arise that 1187 necessitate any additions or deletions to the services described in this Section 10.08, including the type of 1188 items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter 1189 into an Agreement amendment covering such modifications to the services to be performed and the

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1190 compensation to be paid in accordance with Section 27.01.1 before undertaking any changes or revisions 1191 to such services.
1192 10.09 SFD Organic Waste Collection Service. This service is governed by the following terms 1193 and conditions:
1194 10.09.1 Organic Waste Processing Services. Contractor must employ programs that are 1195 designed to result in all Organic Waste Collected pursuant to this Agreement to be diverted from the landfill 1196 in accordance with SB 1383. Contractor must implement programs to educate customers that Organic Waste 1197 Collected pursuant to this Agreement is not disposed of in a landfill, except for residue resulting from 1198 processing. If the organics processing facility accepts bagged organic waste (where bags are biodegradable 1199 or otherwise), then Contractor is obligated to accept bagged Organic Waste. 1200 10.09.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1201 Waste to a fully permitted Organic Waste Processing Facility or other authorized facility for receipt of Organic 1202 Waste, or a fully permitted Transfer Station, that has been listed in Exhibit 5 and agreed upon by the City. 1203 All expenses related to Organic Waste processing and marketing will be the sole responsibility of Contractor. 1204 Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 4 and may result 1205 in Contractor being in default under this Agreement. 1206 10.09.3 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb 1207 for Collection for a period of no less than one week. Contractor will notify the City of their curbside collection 1208 week in November. Contractor must deliver the Collected Holiday Trees to an appropriate Organic Waste 1209 Processing Facility for Diversion through uses other than Alternative Daily Cover or Beneficial Use. This 1210 annual service will be provided at no additional charge to the Service Recipient. Contractor is not required 1211 to divert Holiday Trees with tinsel, flocking or ornaments. 1212 10.09.4 Non-Collection. Contractor is not required to Collect Organic Waste if the Service 1213 Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials. Furthermore, 1214 Contractor is not required to Collect Organic Wastes that are contaminated through commingling with Solid 1215 Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 5.07. 1216 10.10 SFD Large (Bulky) Item Collection Service. This service is governed by the following terms 1217 and conditions:
1218 10.10.1 Conditions of Service. Contractor must provide Large (Bulky) Item Collection 1219 Service to all SFD Service Units in the Service Area whose Large Items have been placed within three (3) 1220 feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such 1221 location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to 1222 Contractor's Collection crew and vehicle. Each Service Recipient is entitled to receive Large Item Collection 1223 Service for items such as large appliances and furniture as needed and upon request for no additional 1224 charge.

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1225 10.10.2 Frequency of Service. Large Item Collection Service will be provided on the next 1226 regular Collection day or another day. The Service Recipient may not intentionally commingle residential 1227 Large Items with other Residential Waste.
1228 10.10.3 Large Items Containing Freon. In the event Contractor Collects Large Items that 1229 contain Freon, Contractor must handle such Large Items in a manner such that the Large Items are not 1230 subject to regulation as hazardous waste under applicable State and Federal laws or regulations. 1231 10.10.4 Maximum Reuse and Recycling. When reasonably possible, Contractor should 1232 dispose of Large Items collected from Service Units pursuant to this Agreement in accordance with the 1233 following hierarchy:
1234 10.10.4.1 Reuse as is (where energy efficiency is not compromised) 1235 10.10.4.2 Disassemble for reuse or Recycling
1236 10.10.4.3 Recycle
1237 10.10.4.4 Disposal
1238
1239 10.11 Motor Oil/Filter Collection Program. Contractor shall provide curbside collection of used 1240 motor oil and oil filters. Motor oil shall be poured into clear plastic containers with secure lids, sealed and 1241 placed next to recycling cart. Maximum of 3 gallons of oil per pickup. Oil filters shall be removed and drained 1242 and placed into a clear, heavy plastic sealable bag (such as a Ziploc freezer bag) and placed next to recycling 1243 cart.
1244 10.12 Electronic Waste/Batteries/Compact Fluorescent Bulbs Collection Program. Contractor 1245 shall provide customer curbside collection of electronic waste (E Waste) at no additional charge. Customers 1246 must call customer service to schedule an E Waste pickup. Contractor shall provide customer curbside 1247 collection of household batteries and compact fluorescent bulbs at no additional charge. Items are to be 1248 placed in a Ziploc bag and placed at the curb on the service day. 1249 10.13 Sharps and Used Pharmaceuticals Collection Program. Home generated sharps, such as 1250 needles, syringes, and lancets shall be placed in a sharps container and removed from the regular waste 1251 stream to minimize exposure to Solid Waste workers and Recyclable Materials processors. A sharps 1252 collection container and Used Pharmaceuticals collection container are located at City Hall for residents to 1253 use. Contractor shall pay for the collection of these containers. 1254 10.14 Clean-ups. Contractor shall provide annually, two (2), on call Garbage collections up to 2 1255 cubic yards (approximately fourteen 32-gallon bags) and four (4) on call Recycling and/or Organics 1256 collections up to 96 gallons (maximum 50 lbs. per container; no plastic bags) upon request of the customer 1257 within one week of the request.

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1258 Article 11. MFD Service
1259 11.01 MFD Conditions of Service. Except as set forth below, Contractor must provide MFD 1260 Collection Services to all MFD Units in the Service Area. The MFD Services are governed by the following 1261 terms and conditions:
1262 11.01.1 MFD Cart Service. Except for those Service Recipients that choose to receive Bins 1263 for service, Contractor must provide MFD Collection Service to all MFD Service Units in the Service Area 1264 whose MFD Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly 1265 containerized in Recycling Carts, except as set forth in Section 11.08.1; Organic Wastes are properly 1266 containerized in Organic Waste Carts, except as set forth in Section 4, where the Garbage, Recycling, and 1267 Organic Waste carts have been placed within three (3) feet of the curb, swale, paved surface of the public 1268 roadway, closest accessible roadway, or other such location agreed to by Contractor and Service Recipient, 1269 that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle. 1270 11.01.2 MFD Bin Service. Contractor must provide MFD Solid Waste Collection Service to 1271 MFD Service Units in the Service Area that choose to receive Bins for service. MFD Collection Service shall 1272 be provided in Garbage Bins at the size and frequency as requested by the MFD Service Recipient, and 1273 including at no additional cost any volume of recycling and organics The actual configuration of Recycling 1274 and Organic Waste Cart and/or Bin sizes shall be based on the total equivalent volume and configured in a 1275 manner determined by the Service Recipient in consultation with the Contractor. Additional services may be 1276 requested by the MFD Service Recipient. To be exempted from MFD Recycling Service or MFD Organic 1277 Waste Collection Service, Service Recipient must apply for exemption to the Contractor, and must qualify 1278 on the basis of insufficient space to fit containers. All such exemption applications must be reported in the 1279 Waste Reporting System and approved by the City.
1280 11.01.3 On-Premises Service. At an additional cost to the MFD Service Unit. 1281 A. MFD Service Units where topography, steep driveways, below grade dwellings, or 1282 limited access to public streets that prevents the MFD Service Recipient from setting their Garbage, 1283 Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the 1284 Contractor, and if a request for on-premises service has been made. 1285 B. MFD Service Units and the Contractor shall agree on a collection location. 1286 Contractor may offer “push services” to MFD Service Recipients other than those listed above on a 1287 subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services include, but are 1288 not limited to, dismounting from the Collection Vehicle, moving the Collection Containers from their storage 1289 location for Collection and returning the Collection Containers back to their storage location. 1290 11.02 Frequency and Scheduling of Service. This service must be provided as deemed 1291 necessary and determined between Contractor and the MFD Service Unit, but such service must be received 1292 no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection 1293 service scheduled to fall on a holiday may be rescheduled as determined between the Service Unit and 1294 Contractor as long as the minimum frequency requirement is met. The size of the container and the

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1295 frequency (above the minimum) of Collection will be determined between the MFD Service Unit and 1296 Contractor. However, size and frequency must be sufficient to provide that no Solid Waste need be placed 1297 outside the Collection Container. Contractor must provide containers as part of the Commercial Collection 1298 Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor 1299 provided that the Service Recipient is completely responsible for its proper maintenance, and such 1300 Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used 1301 by Service Recipients must be owned and supplied by Contractor. 1302 11.03 Manner of Collection. The Contractor must provide Collection Service with as little 1303 disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position 1304 at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 1305 Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on 1306 private property and may not trespass nor cross property to the adjoining premises unless the occupant or 1307 owner of both properties has given permission. Care should be taken to prevent damage to property, 1308 including flowers, shrubs, and other plantings.
1309 11.04 Kitchen Food Waste Pails. At the start of this Agreement, Contractor must supply Kitchen 1310 Food Waste Pails that comply with Collection Container specifications in Exhibit 4. If any changes to these 1311 specifications are adopted after the Effective Date that results in Contractor being required to replace 1312 Collection Containers before they have been fully depreciated, Contactor will be eligible for additional 1313 compensation in accordance with Section 6.04.
1314 11.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1315 by unnecessary rough treatment. However, any Cart damaged by the Contractor must be replaced by 1316 Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service 1317 Recipient.
1318 11.05.1 Upon notification to Contractor by City or a Service Recipient that the Service 1319 Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1320 must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. Contractor must 1321 maintain records documenting all Cart replacements occurring and report monthly. 1322 11.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1323 stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1324 in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1325 Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1326 of those replacements in excess of one (1) per type of Cart per Service Recipient during the term of the 1327 Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1, or as may be adjusted 1328 by the City from time to time as provided under this Agreement. 1329 11.05.3 Contractor understands and agrees that this provision is intended to be applied on 1330 a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up 1331 to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract.

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1332 11.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible 1333 for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five (5) Work 1334 Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair 1335 the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient. 1336 11.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1337 a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient on 1338 the next service day. Each MFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar 1339 Year during the term of this Agreement for moving to a larger Cart size. Accordingly, Contractor will be 1340 compensated only for the cost of those exchanges in excess of one (1) per Calendar Year for those Service 1341 Units receiving larger Cart sizes, in accordance with the “Cart Exchange” service rate as set forth in Exhibit 1342 1 or as may be adjusted this Agreement.
1343 11.05.6 Additional Cart Request. Upon notification to the Contractor by City or a Service 1344 Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, 1345 Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth 1346 in Exhibit 1.
1347 11.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1348 11.06 [RESERVED]
1349 11.07 MFD Garbage Collection Service. This service is governed by the following terms and 1350 conditions:
1351 11.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1352 in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10. 1353 11.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of 1354 performing Collection Services must be transported to, and disposed of, at the Disposal Facilities listed in 1355 Exhibit 5. In the event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose 1356 of the Garbage at another legally permitted Disposal Facility. Failure to comply with this provision will result 1357 in the levy of a penalty as specified in Exhibit 4 and may result in Contractor being in default under this 1358 Agreement.
1359 11.08 MFD Recycling Service. This service is governed by the following terms and conditions:
1360 11.08.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart may be 1361 placed beside the Recycling Cart for collection if flattened. 1362 11.08.2 Recycling - Improper Procedure. The Contractor is not required to Collect 1363 Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste 1364 or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are

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1365 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1366 Contractor must follow the steps set forth in Section 5.07. 1367 11.08.3 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable 1368 Materials collected as a result of performing recycling services must be delivered to the Materials Recovery 1369 Facility listed in Exhibit 5. Failure to comply with this provision will result in the levy of a penalty as specified 1370 in Exhibit 4 and may result in Contractor being in default under this Agreement. All expenses related to 1371 materials processing and marketing will be the sole responsibility of Contractor. 1372 11.08.4 Move In/Out Collection Service. Within three (3) months of opening a new account, 1373 at no additional charge, each MFD unit may request that Contractor provide one on-call Move-In/Out 1374 Recyclable Material Collection Service for recyclable packaging materials such as flattened cardboard 1375 boxes, and bundled newspaper and packaging foam. This will be offered as a one-time service for the MFD 1376 Unit. This service shall only include Recyclable Materials. Customer will be charged Garbage rate should 1377 container be contaminated.
1378 11.08.5 Recycling - Changes to Services. Should changes in Applicable Law arise that 1379 necessitate any additions or deletions to the services described in this Section 11.08, including the type of 1380 items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter 1381 into an Agreement amendment covering such modifications to the services to be performed and the 1382 compensation to be paid in accordance with Section 27.01.1 before undertaking any changes or revisions 1383 to such services.
1384 11.09 MFD Organic Waste Collection Service. This service is governed by the following terms 1385 and conditions:
1386 11.09.1 Organic Waste Processing Services. Contractor must ensure that all Organic Waste 1387 Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1388 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must ensure that the 1389 Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue 1390 resulting from processing. If the organics processing facility accepts bagged organic waste (where bags are 1391 biodegradable or otherwise), then Contractor is obligated to accept bagged Organic Waste. 1392 11.09.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1393 Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Transfer Station, that has 1394 been listed in Exhibit 5 and agreed upon by the City. All expenses related to Organic Waste processing and 1395 marketing will be the sole responsibility of Contractor. Failure to comply with this provision will result in the 1396 levy of a penalty as specified in Exhibit 4 and may result in Contractor being in default under this Agreement.. 1397 11.09.3 Holiday Tree Collection. Contractor will notify City in November of collection week, 1398 and shall provide holiday tree collection service for no less than one week. Complexes will provide residents 1399 of a location for tree collection. This annual service will be provided at no additional charge to the Service 1400 Recipient. Contractor is not required to divert Holiday Trees with tinsel, flocking or ornaments.

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1401 11.09.4 Non-Collection. Contractor is not required to Collect Organic Waste if the Service 1402 Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials. Furthermore, 1403 Contractor is not required to Collect Organic Wastes that are contaminated through commingling with Solid 1404 Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 5.07. 1405 11.09.5 Kitchen Food Waste Pails. Contractor shall store, promote, and distribute a 1406 maximum of 150 MFD Kitchen Food Waste Pails per Calendar Year to be used by Service Recipients. 1407 Contractor is responsible for purchase of Kitchen Food Waste Pails delivered to Contractor’s place of 1408 storage.
1409 11.10 MFD Large Item Collection Service. This service is governed by the following terms and 1410 conditions:
1411 11.10.1 Conditions of Service. Residents must contact their property manager for 1412 scheduling any large item pickup. Contractor must provide Large Item Collection Service to all MFD Service 1413 Units in the Service Area whose Large Items have been placed within three (3) feet of the curb, swale, paved 1414 surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor 1415 and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and 1416 vehicle.
1417 11.10.2 Clean-ups. Contractor shall provide annually, two (2), on call Garbage collections 1418 one 20-yard debris box and four (4) on call Recycling and/or Organics collections one 20-yard debris box 1419 upon request of the customer within one week of the request. 1420 11.10.3 Large Items Containing Freon. In the event Contractor Collects Large Items that 1421 contain Freon, Contractor must handle such Large Items in a manner such that the Large Items are not 1422 subject to regulation as hazardous waste under applicable State and Federal laws or regulations. 1423 Article 12. Commercial Service
1424 12.01 Commercial Conditions of Service. Except as set forth below, Contractor must provide 1425 Commercial Collection Services to all Commercial Service Units in the Service Area, including MFD Service 1426 Units and those City Service Units listed in Exhibit 2. MFD Units serviced with Bins will abide by the 1427 guidelines listed in this Section but are serviced as part of the Residential Collection Service. This service is 1428 governed by the following terms and conditions:
1429 12.01.1 Provision of Service. Contractor must provide Commercial Garbage Collection 1430 Service, Commercial Recycling Service and Commercial Organic Waste Collection Service to all 1431 Commercial Service Units in the Service Area whose Solid Waste, Recyclable Materials, and Organics 1432 Waste are properly containerized in Collection Containers as appropriate where the Collection Containers 1433 are accessible as set forth in Section 12.01.4. Contractor must offer Garbage, Recyclable Materials, and 1434 Organic Waste Carts in 32, 64, and 96-gallon sizes. Contractor must offer Garbage and Recyclable Materials 1435 Bins in 1, 2, 3, 4, and 6 and 8-cubic yard sizes and 1 and 2 cubic yard sizes for Organic Waste Bins. 1436 Contractor may offer Roll-off Containers in 10, 20, 30, and 40-cubic yard sizes, and Collection from

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1437 Compactors. The size of the container and the frequency (above the minimum) of Collection will be 1438 determined between the Service Recipient and Contractor. However, the size and frequency must be 1439 sufficient to provide that no Garbage, Recyclable Materials, or Organic Waste need be placed outside the 1440 Collection Container. The base Commercial Collection Service will include Commercial Recycling Service 1441 as described in Section 12.04.2 below, and Commercial Organic Waste Collection Service as described in 1442 Section 12.05.5 below, with Commercial Service Units paying for such service. 1443 12.01.2 Exemption waivers. Contractor shall be responsible for the distribution, collection 1444 and evaluation of waiver applications as appropriate and provide the City a recommendation to accept or 1445 deny waiver requests. Contractor shall develop waiver application forms and shall provide them to City for 1446 City approval prior to use. Contractor shall evaluate requests for exemption or waiver from AB 341 or SB 1447 1383 requirements on the basis of physical space or de minimis generation and provide the City periodic 1448 recommendations and supporting documentation to deny or approve waivers, including a site visit and re1449 evaluation at least every five years as required by the SB 1383 Regulations. 1450 12.01.3 Hours of Collection. Commercial Collection Service must be provided as set forth 1451 in Section 9.30.040 (G)Co of the Municipal Code, commencing no earlier than 5:00 a.m., and terminating no 1452 later than 7:00 p.m., Monday through Saturday, except for Holidays. If the Commercial Collection Service is 1453 adjacent to Residential Premises, then collection service will be provided no earlier than 7:00 a.m. Monday 1454 through Friday and 8:00am on Saturday. The hours, day, or both of Collection may be extended due to 1455 extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement 1456 Administrator.
1457 12.01.4 Accessibility. Contractor must Collect all Collection Containers that are readily 1458 accessible to Contractor's crew and vehicles and not blocked. However, Contractor must provide “push 1459 services” and “stinger/scout truck services” as necessary upon request during the provision of Commercial 1460 Collection Services for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, 1461 dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for 1462 Collection and returning the Collection Containers back to their storage location. Stinger/scout truck services 1463 provide for the retrieval of Collection Containers from locations with accessibility constraints that make 1464 Containers difficult or impossible to access using regular trash collection trucks. 1465 12.01.5 Manner of Collection. Contractor must provide Commercial Collection Service with 1466 as little disturbance as possible and must leave any Collection Container at the same point it originally 1467 located without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 1468 12.02 Refresh Containers. At the start of this Agreement, Contractor must refresh commercial 1469 bins by repainting existing bins and providing labeling and lids consistent with all regulatory requirements. 1470 This project is to be completed by December 31, 2024. 1471 12.02.1 Replacement of Collection Containers. Contractor’s employees must avoid damage 1472 to Collection Containers by unnecessary rough treatment. Any Collection Container damaged by the

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1473 Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or 1474 inconvenience to the Service Recipient.
1475 12.02.2 Repair of Collection Containers. Contractor is responsible for repair of Collection 1476 Containers. Within five (5) Work Days of notification by City or a Service Recipient of the need for such 1477 repairs, Contractor must repair the Collection Container or if necessary, remove the Collection Container for 1478 repairs and deliver a replacement Collection Container to the Service Recipient. Collection Container repair 1479 also includes the removal of graffiti from the Collection Container. 1480 12.02.3 Collection Container Exchange. Upon notification to Contractor by City or a Service 1481 Recipient that a change in their Collection Containers is required, or that collection containers are dirty, 1482 Contractor must deliver such replacement Collection Containers to such Service Recipient within five (5) 1483 Work Days. Each Commercial Service Unit is eligible to receive one (1) free Collection Container exchange 1484 per Calendar Year during the term of this Agreement. Contractor is allowed to charge the Service Unit for 1485 the cost of those exchanges in excess of one (1) Collection Container exchange per Calendar Year, in 1486 accordance with the appropriate “Collection Container Exchange” service rate set forth in Exhibit 1 as may 1487 be adjusted by City under this Agreement. Additional Collection Containers or different size Collection 1488 Containers are subject to the applicable Service Rate set forth in Exhibit 1. 1489 12.02.4 Ownership of Collection Containers. Ownership of Collection Containers distributed 1490 by Contractor is vested in Contractor.
1491 12.03 Commercial Garbage Collection Service.
1492 12.03.1 Conditions of Service. Contractor must provide Commercial Garbage Collection 1493 Service to all Commercial Service Units in the Service Area whose Garbage is properly containerized in 1494 Garbage Collection Containers, where the Garbage Collection Containers are accessible. 1495 12.03.2 Size and Frequency of Service. This service must be provided as deemed 1496 necessary and determined between Contractor and the Commercial Service Unit, but such service must be 1497 received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that 1498 Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service 1499 Unit and Contractor as long as the minimum frequency requirement is met. The size of the container and 1500 the frequency (above the minimum) of Collection will be determined between the Commercial Service Unit 1501 and Contractor. However, size and frequency must be sufficient to provide that no Solid Waste need be 1502 placed outside the Collection Container. Contractor must provide containers as part of the Commercial 1503 Collection Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own 1504 Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and 1505 such Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers 1506 used by Service Recipients must be owned and supplied by Contractor. 1507 12.03.3 Non-Collection. Contractor is not required to Collect any Commercial Solid Waste 1508 that is not placed in a Garbage Collection Container unless such Commercial Solid Waste is outside the

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1509 Garbage Collection Container because of overflow. In the event of non-collection or overflow, Contractor 1510 must follow the steps as set forth in Section 5.13. 1511 12.03.4 Disposal Facility. All Solid Waste collected as a result of performing Commercial 1512 Solid Waste Collection Services must be transported to, and disposed of, at the Disposal Facility. In the 1513 event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose of Solid Waste 1514 at another legally permitted disposal facility. Failure to comply with this provision will result in the levy of a 1515 penalty as specified in Exhibit 4 and may result in Contractor being in default under this Agreement. City has 1516 the right to designate Disposal Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise 1517 of flow control rights.
1518 12.04 Commercial Recycling Service. This service is governed by the following terms and 1519 conditions:
1520 12.04.1 Conditions of Service. Contractor must provide Commercial Recycling Service to all 1521 Commercial Service Units in the Service Area whose Recyclable Materials are properly containerized in 1522 Recycling Collection Containers except as set forth below, where the Recycling Collection Containers are 1523 accessible. The Maximum Service Rates for Contractor’s Commercial Recycling Services are set forth in 1524 Exhibit 1.
1525 12.04.2 Base Commercial Recycling Service. All Commercial Service Recipients 1526 subscribing to Commercial Solid Waste Collection Service must receive weekly collection of Recycling and 1527 Organic Materials with a minimum of at least one 64-gallon Recycling Cart and one 64-gallon Organics Cart, 1528 with costs paid by Service Recipient, except in the case of approved waivers as further described in Section 1529 12.01.2..
1530 12.04.3 Size and Frequency of Service. This service will be provided as deemed necessary 1531 and determined between Contractor and the Service Recipient, but such service must be received no less 1532 than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 1533 scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1534 Contractor as long as the minimum frequency requirement is met. Service may be provided by Collection 1535 Container at the option of the Service Recipient. The size of the Collection Container and the frequency 1536 (above the minimum) of Collection will be determined between the Service Recipient and Contractor. 1537 However, size and frequency must be sufficient to provide that no Recyclable Materials need be placed 1538 outside the Collection Container. Contractor may charge for Commercial Recycling Services above the 1539 weekly trash volume equivalent and must provide Recycling Collection Containers as a part of the Bundled 1540 Service with rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor 1541 provided that the Service Recipient is completely responsible for its proper maintenance, and such 1542 Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used 1543 by Service Recipients must be owned and supplied by Contractor. 1544 12.04.4 Recycling - Improper Procedure. Contractor is not required to Collect Recyclable 1545 Materials if the Service Recipient does not segregate the Recyclable Materials from Commercial Solid Waste

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1546 and Organic Waste. Furthermore, Contractor is not required to collect Recyclable Materials that are 1547 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1548 Contractor must follow the steps as set forth in Section 5.07. 1549 12.04.5 Materials Recovery Facility. All Recyclable Materials Collected as a result of 1550 performing Recycling Services must be delivered to the Materials Recovery Facility listed in Exhibit 5. Failure 1551 to comply with this provision will result in the levy of a penalty as specified in Exhibit 4 and may result in 1552 Contractor being in default under this Agreement. All expenses related to materials processing and 1553 marketing will be the sole responsibility of Contractor. City has the right to designate Materials Recovery 1554 Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise of flow control rights. 1555 12.04.6 Recycling - Changes to Work. Should changes in law arise that necessitate any 1556 additions or deletions to the work described herein including the type of items included as Recyclable 1557 Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement 1558 amendment covering such modifications to the work to be performed and the compensation to be paid in 1559 accordance with Section 27.01.1 before undertaking any changes or revisions to such work. 1560 12.04.7 Compliance with AB 341 & SB 1383. Contractor will develop and maintain its 1561 Commercial Recycling Service in a manner designed to assist City and the Service Recipients to achieve 1562 and maintain compliance with AB 341 and SB 1383. Contractor will notify Commercial Service Recipients of 1563 the requirements to comply with the laws by April 2024, and not less than annually thereafter. Contractor 1564 must provide the necessary volume of Collection Service to Commercial Service Units to be in full 1565 compliance with the law. In conjunction with the City’s ordinance supporting full compliance with AB 341 and 1566 SB 1383 by Commercial Service Units (i.e., “generators”), Contractor will conduct in-person outreach to all 1567 non-participating commercial covered generators a minimum of once per calendar year. Failure to conduct 1568 such outreach will result in a penalty as specified in Exhibit 4. 1569 12.04.8 Additional Recycling Collection containers. Contractor must provide additional 1570 Recycling Collection Containers to Commercial Service Recipients above the minimum requirements within 1571 five (5) Work Days of request and may charge for such additional capacity set forth in Exhibit 1 provided that 1572 additional Collection Containers are used by Service Recipients for the purposes of setting out additional 1573 Recyclable Materials for regular weekly Commercial Recycling Service. 1574 12.04.9 Interior Collection Containers. Contractor must, upon request, provide interior 1575 Recycling Collection containers to Commercial Service Recipients within five (5) Work Days of request. 1576 12.05 Commercial Organic Waste Collection Service. This service is governed by the following 1577 terms and conditions:
1578 12.05.1 Conditions of Service. Contractor must provide Commercial Organic Waste 1579 Collection Service to all Commercial Service Units in the Service Area whose Organic Waste is properly 1580 containerized in Organic Collection Containers, where the Organic Waste Collection Containers are 1581 accessible, and where the Commercial Service Unit is not eligible for a waiver as further described in Section 1582 12.01.2. Contractor will conduct a site visit with each non-exempt Service Recipient to determine the specific

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1583 materials to be included the Service Recipient’s Organic Waste Collection (i.e., Food Waste, Green Waste, 1584 combined Food and Green Waste). Contractor will charge for collection of Organic Waste with the rate 1585 specified in Exhibit 1. Contractor agrees that not all Service Units will elect to receive Organic Waste 1586 Collection Service in Carts, and that Contractor will provide Organic Waste Collection Bins upon request and 1587 as necessary. Service Recipients may elect to add Green Waste only Collection Bins to their service at 1588 pricing included in Exhibit 1. Contractor will provide a sufficient number of Collection Containers and at a 1589 collection frequency to allow for any such Service Unit to utilize the collection of Organic Waste. Commercial 1590 Organic Waste Collection will occur Monday through Saturday upon request and as necessary. City shall 1591 provide Contractor a list of the names and addresses of Commercial Service Units that are approved by City 1592 for exemption from Organic Waste Collection.
1593 12.05.2 Organic Waste Processing Services. Contractor must ensure that all Organic Waste 1594 Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1595 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must ensure that the 1596 Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue 1597 resulting from processing. If the organics processing facility accepts bagged organic waste, then Contractor 1598 is obligated to accept bagged Organic Waste.
1599 12.05.3 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1600 Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer 1601 station listed in Exhibit 5. Failure to comply with this provision will result in the levy of a penalty as specified 1602 in Exhibit 4 and may result in Contractor being in default under this Agreement. All expenses related to 1603 Organic Waste processing and marketing will be the sole responsibility of Contractor. 1604 12.05.4 Organic Waste Collection Frequency. Contractor must comply with CalRecycle 1605 collection frequency requirements as they may apply during the term of this Agreement. If any such changes 1606 to collection frequency are adopted after Effective Date that result in Contractor being allowed to reduce the 1607 frequency of Garbage or Organic Waste Collection, or otherwise cause Contractor to reduce its collection 1608 costs as a result in a change in Garbage or Organic Waste collection frequency, Contractor must provide 1609 City with its estimate of reduced its costs and shall make adjustments to the Maximum Service Rates. 1610 12.05.5 Base Commercial Organic Waste Service. All Commercial Service Recipients 1611 subscribing to Commercial Garbage Collection Service must also receive weekly Organics collection, except 1612 if the Commercial Service Unit is eligible for a waiver as further described in Section 12.01.2. 1613 12.05.6 Size and Frequency of Service. This service will be provided as deemed necessary 1614 and determined between Contractor and the Service Recipient, but such service must be received no less 1615 than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 1616 scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1617 Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 1618 at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of 1619 Collection will be determined between the customer and Contractor. However, size and frequency must be 1620 sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service

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1621 Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1622 responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's 1623 equipment. All other Collection Containers used by Service Recipients must be owned and supplied by 1624 Contractor.
1625 12.05.7 Organic Waste - Improper Procedure. Contractor is not required to Collect Organic 1626 Waste if the Service Recipient does not separate the Organic Waste from Solid Waste and Recyclable 1627 Materials. Furthermore, Contractor is not required to collect Organic Waste that is contaminated through 1628 commingling with Solid Waste or Recyclable Materials. To address contamination, Contractor must follow 1629 the steps set forth in Section 5.07.
1630 12.05.8 Organic Waste - Changes to Services. Should changes in law arise that necessitate 1631 any additions or deletions to the services described in this Section including the type of items included as 1632 Organic Waste, the parties will negotiate any necessary cost changes and will enter into an Agreement 1633 amendment covering such modifications to the services to be performed and the compensation to be paid 1634 in accordance with Section 27.01.1 before undertaking any changes or revisions to such services. 1635 12.05.9 Compliance with AB 1826 & SB 1383. Contractor will develop and maintain its 1636 Commercial Organic Waste Collection Service in a manner designed to assist City and Service Recipients 1637 to achieve and maintain compliance with AB 1826 and SB 1383. Contractor will notify non-exempt covered 1638 businesses of the requirements to comply with the law in November 2023, and no less than annually 1639 thereafter. Contractor will offer to provide the volume of collection service that covered businesses require 1640 to be in compliance with the law. In conjunction with the City’s ordinance supporting full compliance with AB 1641 341, SB 1383 and AB 827 by Commercial Service Units (i.e., “generators”), Contractor will conduct in-person 1642 outreach to all non-participating non-exempt commercial covered generators as specified in Section 12.03. 1643 Failure to conduct such outreach will result in a penalty as specified in Exhibit 4. 1644 12.05.10 Additional Organic Waste Collection Containers. Contractor must provide 1645 additional Organic Waste Collection Containers to Service Recipients above the minimum requirements 1646 within five (5) Work Days of request at the rates listed in Exhibit 1 provided that additional Collection 1647 Containers are used by Service Recipients for the proposes of setting out additional Organic Waste materials 1648 for regular weekly Organic Waste Collection Service. 1649 12.05.11 Interior Collection Containers. Contractor must, upon request, provide interior 1650 Organic Waste Collection containers to Commercial Service Recipients within five (5) Work Days of request. 1651
1652 Article 13. City Services
1653 13.01 City Collection Conditions of Service. City Collection Services shall be governed by the 1654 following terms and conditions:

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1655 13.01.1 City Collection Services. Contractor shall provide Garbage, Recycling, and Organic 1656 Waste Collection Services to all City Service Units set forth in Exhibit 2, or as City may designate in the 1657 future (and where applicable, subject to the conditions in this Section), where the Containers are not blocked 1658 and are accessible by Contractor’s Collection Vehicles. 1659 13.01.2 Contractor’s Good Will. In exchange for the good will of the City and the general 1660 public, Contractor voluntarily agrees to provide Collection Services under this Article at no cost to the City 1661 excepting excess service as provided in this Article, and warrants that such service shall neither impact the 1662 Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients. 1663 13.01.3 Containers on City Property. Contractor shall receive written permission from the 1664 City before placing any Collection Containers on City owned property for service, except that no such 1665 permission shall be needed to place Collection Containers at locations specified for such Containers in 1666 Exhibit 2.
1667 13.01.4 City Parking Lots. Contractor shall limit the number of trips and the path of travel for 1668 Collection Vehicles in City parking lots.
1669 13.01.5 City Facilities Container Service. City Facilities shall be provided Collection 1670 Services generally subject to the same terms and conditions as similar Service Units regarding Container 1671 specifications, repair, replacement, cleanings, and exchange; provided the City shall not be charged for any 1672 requests for such services.
1673 13.01.6 Frequency of Service. The frequency of collection may be designated by the City, 1674 but not to exceed six (6) times per week per container. City may change the City Service Units receiving 1675 service, and the container volume and Collection frequency provided to any City Service Unit, by written 1676 notice to Contractor.
1677 13.02 City Clean-Up Services.
1678 13.02.1 City’s Enforcement Clean-Up Services. Within one (1) Work Day of a request from 1679 the Agreement Administrator, Contractor shall provide Roll-off Containers to support City’s Enforcement 1680 Clean-Up Services in the Service Area. City shall be responsible for loading or arranging for loading of each 1681 Roll-off Container. Contractor shall collect, transport and deliver City Code Enforcement Clean-Up Services 1682 Garbage, Recyclable Material, and Organic Waste to a Disposal Facility, the Materials Recovery Facility, or 1683 Organics Processing Facility, as appropriate given the characteristics of the load. Contractor shall deliver, 1684 and collect, transport and process the City’s Enforcement Clean-Up Services waste from up to 6 (6) Roll-off 1685 Containers each Agreement Year at no charge to the City. Contractor shall be entitled to charge the City for 1686 collected materials exceeding six (6) collections per Agreement Year in accordance with the Service 1687 Recipient Rates as set forth in Exhibit 1.
1688 13.02.2 Abandoned Waste/Illegal Dumping Reporting. When conducting service within the 1689 City, Contractor shall direct its Collection Vehicle drivers to report to Contractor sightings of illegal dumping 1690 of Waste by recording: (i) the addresses of any Service Area where Garbage, Recyclable Material, and/or

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1691 Organics Waste is accumulating; and (ii) the address, or other location description at which Garbage, 1692 Recyclable Material, and/or Organics Waste has been dumped. Contractor shall report to the City sightings 1693 and the recorded address within three (3) Work Days. 1694 13.02.3 Abandoned Waste/Illegal Dumping Clean-up. At City’s direction, within 24 hours, 1695 Contractor shall collect, transport and process dumped items based on high volume sites throughout City 1696 and specific customer complaints, at no additional charge to City. 1697 13.03 City-Sponsored Events Service. Upon request by the City, Contractor shall provide 1698 Containers and Collection Services at City-Sponsored Events upon request, including but not limited to those 1699 specified in Exhibit 2, at no cost to the City.
1700 13.04 Large Item Collection Service. Contractor shall collect Large Items, including E-Waste and 1701 Universal Waste, from City Services Units as listed on Exhibit 2 on an on-call basis on the same terms and 1702 conditions as are provided to SFD Service Units per Section 10.10 at rates specified in Exhibit 1. 1703 Article 14. Additional Services
1704 14.01 Compost Giveaway. At no cost to the City, Contractor shall deliver or cause to be delivered 1705 up to 100 cubic yards of landscaping-grade compost per year at a location of the City’s choosing for the 1706 purpose of distribution to residents.
1707 14.02 Mulch or Compost Delivery. At no cost to the City, Contractor must assist City in arranging 1708 for produced compost/mulch, or other recovered organic waste products to comply with SB 1383 1709 procurement requirements to be delivered in qualities, quantities, locations, and times agreed on between 1710 City and Contractor. Such Contractor assistance can be in the form of backhauling materials or setting aside 1711 locations for Service Recipients to pick up produced compost/mulch at an approved facility. Contractor 1712 agrees to provide up to 60 cubic yards of compost or mulch to the City annually. 1713 14.03 Edible Food Recovery Support. At no cost to the City, Contractor must provide support to 1714 the City’s Edible Food Recovery program as required under SB 1383. Contractor support may include 1715 educating commercial edible food generators, providing records of site visits, conducting education efforts, 1716 providing lists of food recovery organizations, and coordinating with Agreement Administrator.Collection 1717 Routes
1718 14.04 Service Routes. Contractor must provide City with maps precisely defining Collection 1719 routes.
1720 14.05 Initial Route Changes. Contractor agrees not to change any Residential Collection Services 1721 routes in effect as of the Effective Date of this Agreement prior to July 1, 2024, except for limited route 1722 changes that may be necessary for new development, and subject to review and approval by the City. After 1723 July 1, 2024, if any re-routing of Residential Collection services is necessary for collection efficiency, 1724 Contractor may submit to City, in writing, proposed route changes (including maps thereof) not less than 1725 sixty (60) calendar days prior to the proposed date of implementation. Any such initial routing change may

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1726 not affect more than ten percent (10%) of SFD Service Units in the City and is subject to City review and 1727 approval.
1728 14.06 Future Service Route Changes. Contractor must submit to City, in writing, any proposed 1729 route change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of 1730 implementation. Contractor may not implement any route changes without the prior review of the Agreement 1731 Administrator. If the change will change the Collection day for a Service Recipient, Contractor must notify 1732 those Service Recipients in writing of route changes not less than thirty (30) calendar days before the 1733 proposed date of implementation.
1734 14.07 Collection Route Audits. City reserves the right to conduct audits of Contractor’s Collection 1735 routes. Contractor must cooperate with City in connection therewith, including permitting City employees or 1736 agents, designated by the Agreement Administrator, to ride in the Collection Vehicles to conduct the audits. 1737 Contractor has no responsibility or liability for the salary, wages, benefits or worker compensation claims or 1738 third party claims of any person designated by the Agreement Administrator to conduct such audits. 1739 14.08 Route Reviews.
1740 14.08.1 General Requirements. At least once annually, beginning in 2023, Contractor or its 1741 approved designee shall conduct a Route Review for each Collection Route. The number of Containers to 1742 review per Collection Route shall be calculated on the basis of the number of garbage accounts provided 1743 service by a specific Collection Route for one week. For example, “Route A” collects garbage from 250 1744 accounts, 4 days per week for a total of 1,000 accounts per week; include a minimum of 25 accounts for 1745 Route Review of “Route A”. For each Route Review of a Collection Route, Contractor shall inspect at least 1746 the following minimum number of Containers but may inspect more if Contractor deems necessary; and shall 1747 inspect all Containers placed for collection (including Recycling Containers, Organics Containers, and 1748 Garbage Containers). Each inspection shall involve lifting the Container lid and observing the contents but 1749 shall not require Contractor to disturb the contents or open any bags. Contractor may select the Containers 1750 to be inspected at random, or (if mutually agreed with City) by any other method not prohibited under the SB 1751 1383 Regulations. For the avoidance of doubt, Contractor shall not be required to annually inspect every 1752 Container on a Hauler Route. Contractor shall include the results of each Route Review in its next regularly 1753 scheduled report to City, as required by Article 21 of this Amendment.

Route Size (# of garbage accounts/week) Minimum Number of Containers Fewer than 1,500 25
1,500-3,999 30
4,000-6,999 35
7,000 or more 40
1754 14.09 Billing Audit and Performance Reviews.

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1755 14.09.1 Contractor Shall Review its Billings to all Customers. The purpose of the review is 1756 to determine that the amount which the Contractor is billing each Customer is correct regarding the level of 1757 service (i.e., frequency of collection, size of container, location of container) at the rates approved by City 1758 Council resolution. The Contractor shall review Customer accounts not less than annually and provide a 1759 written certification to the City that all such billing is correct. The documentation of the review, as well as 1760 verification that any errors have been corrected should be provided to the City annually. 1761 14.09.2 Selection and Cost. City may conduct billing audit and performance reviews 1762 (together, “reviews”) of Contractor’s performance during the term of this Agreement, as provided herein. The 1763 reviews will be performed by the City or a qualified firm under contract to City. City will have the final 1764 responsibility for the selection of the firm. City may conduct reviews at any time during the term of the 1765 Agreement. City and Contractor agree to each pay fifty percent (50%) of the cost of the audits and 1766 performance reviews, up to a maximum of $75,000, provided for under Section 14.09. 1767 14.09.2.1 Full Reviews During Initial Term. City may conduct two (2) full 1768 reviews with costs apportioned as stated in Section 14.09.2 during the Initial Term of this Agreement. The 1769 purpose of these full reviews will be as described in Section 14.09.3 below. 1770 14.09.2.2 Full Review During Extension Period. In the event that Contractor 1771 is granted an extension to the term of this Agreement as described in Section 2.02, City may conduct one 1772 (1) additional full review during each of the five (5) year extension periods. The purpose of this full review 1773 is described in Section 14.09.3. For each of these full review costs will be apportioned as stated in Section 1774 14.09.2.
1775 14.09.3 Purpose. The reviews will be designed to verify that customer billing rates have 1776 been properly calculated and they correspond to the level of service received by the customer, verify that 1777 Contractor is correctly billing for all services provided, Franchise Fees and other fees required under this 1778 Agreement have been properly calculated and paid to City, verify Contractor’s compliance with the reporting 1779 requirements and performance standards of this Agreement, verify the diversion percentages reported by 1780 Contractor, and verify any other provisions of the Agreement. City (or its designated consultant) may utilize 1781 a variety of methods in the execution of this review, including, but not limited to, analysis of relevant 1782 documents, on-site and field observations, and interviews. City (or its designated consultant) will review and 1783 document the items in the Agreement that require Contractor to meet specific performance standards, submit 1784 information or reports, perform additional services, or document operating procedures, that can be 1785 objectively evaluated. This information will be documented and be formatted in a “compliance checklist” with 1786 supporting documentation and findings tracked for each of the identified items. The review will specifically 1787 include a determination of Contractor’s compliance with the diversion requirements of Article 8, and the 1788 public outreach and education requirements of Article 17. City (or its designated consultant) may review the 1789 customer service functions and structure utilized by Contractor. This may include Contractor’s protocol for 1790 addressing customer complaints and service interruption procedures. Complaint logs may be reviewed, 1791 along with procedures and systems for tracking and addressing complaints. On-site and field observations 1792 by City (or its designated consultant) may include, but are not necessarily limited to:

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1793 14.09.3.1 Interviews and discussions with Contractor’s administration and 1794 management personnel;
1795 14.09.3.2 Review and observation of Contractor’s customer service functions 1796 and structure;
1797 14.09.3.3 Review of public education and outreach materials; 1798 14.09.3.4 Interviews and discussions with Contractor’s financial and 1799 accounting personnel;
1800 14.09.3.5 Interviews with route dispatchers, field supervisors and managers; 1801 14.09.3.6 Interviews with route drivers;
1802 14.09.3.7 Interviews with vehicle maintenance staff and observation of 1803 maintenance practices; and
1804 14.09.3.8 Review of on-route Collection Services, including observation of 1805 driver performance and collection productivity and visual inspection 1806 of residential routes before and after collection to evaluate cart 1807 placement and cleanliness of streets.
1808 14.09.4 Contractor’s Cooperation. Contractor shall cooperate fully with the review and 1809 provide all non-confidential requested data, including operational data, and other data reasonably requested 1810 by City within fifteen (15) Work Days of the request. 1811 14.09.5 Additional Billing Audit and Performance Review. In the event that the Billing Audit 1812 and Performance Review concludes, after considering follow up response information presented by 1813 Contractor that Contractor is not in compliance with the terms and conditions of this Agreement and such 1814 non-compliance is material, Contractor may be subject to administrative fees and penalties as described in 1815 Exhibit 4 as well as reimbursement to the City for the full cost of the audit plus any underpayments discovered 1816 during the Audit. Additionally, City may conduct an Additional Billing Audit and Performance Review beyond 1817 the two (2) specified in Section 14.09.2, to ensure that Contractor has cured any such area of non1818 compliance. Contractor will be responsible for the cost of any such Additional Billing Audit and Performance 1819 Review for a maximum cost of One-hundred Twenty Thousand Dollars ($120,000) (starting on January 1, 2024, and each January 1st 1820 thereafter, with the maximum cost for the review adjusted annually by the change 1821 in the CPI). For the purposes of a determination of non-compliance under this Agreement, Audit findings 1822 which result in underpayments of One Hundred Thousand Dollars ($100,000) or more shall be deemed 1823 material.
1824 14.09.6 City Requested Program Review. City reserves the right to require Contractor to 1825 periodically conduct reviews of the Garbage, Recycling, and Organic Waste Collection Service programs, 1826 provided that such reviews are reasonable and can be accomplished at no additional cost to Contractor and

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1827 without interfering with Contractor’s operations. Such reviews could assess one or more of the following 1828 performance indicators: average volume of Recyclable Materials per setout per customer, average volume 1829 of Organic Waste per setout per customer, participation level, contamination levels, etc. Prior to the program 1830 evaluation review, City and Contractor will meet and discuss the purpose of the review and agree on the 1831 method, scope, and data to be provided by Contractor. 1832 14.10 Cooperation with Other Program Reviews. Contractor shall cooperate with City and/or its 1833 agent(s) as reasonably requested to collect program data, perform field work, conduct route audits to 1834 investigate customer participation levels and setout volumes and/or evaluate and monitor program results 1835 related to Garbage, Recyclable Materials and Organic Waste collected in City by Contractor, provided that 1836 such cooperation can be accomplished at no additional cost to Contractor and without interfering with 1837 Contractor’s operations.
1838 Article 15. Collection Equipment
1839 15.01 General Provisions. All equipment used by Contractor in the performance of services under 1840 this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality 1841 standards, including all applicable provisions of Air Quality Management District. Collection vehicles must 1842 be designed and operated so as to prevent collected materials from escaping from the vehicles. Hoppers 1843 must be closed on top and on all sides with screening material to prevent collected materials from leaking, 1844 blowing or falling from the vehicles. All trucks and containers must be watertight and must be operated so 1845 that liquids do not spill during Collection or in transit. 1846 15.02 Collection Vehicles. Contractor may not use any Collection Vehicle that is more than ten 1847 (10) years old during the term of the Agreement. Collection Vehicles must utilize low carbon (“alternative”) 1848 fuel, which must be renewable natural gas, LNG, CNG, or electric unless otherwise authorized by the City. 1849 If during the term of the Franchise Agreement, new technologies are available such as hybrid or electric 1850 powered collection vehicles, the City or the Contractor may request/negotiate implementation of such new 1851 collection vehicles, with a corresponding change to the Maximum Service Rates to reflect additional cost or 1852 savings. During the Term, to the extent required by law, Contractor shall provide its Collection Vehicles to 1853 be in full compliance with all Applicable Laws, including State and Federal clean air requirements that are 1854 adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy 1855 Duty Engine Standards as currently proposed to be contained in California Code of Regulations, title 13, 1856 sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations and all other applicable air 1857 pollution control laws.
1858 15.03 Collection Vehicle Technology. Contractor must use Collection Vehicles fitted with GPS 1859 tracking devices that can be used to record start and stop times, vehicle locations, and maximum speed. 1860 Contractor shall furnish to the City at no additional cost or expense any software and equipment necessary 1861 for City to track the location of Collection Vehicles in real time and to generate reports as needed. Collection 1862 Vehicles must also take photos, date and location stamped, to document violations, including contamination, 1863 overfilling, and lids not closed. GPS and camera data must be accessible by City.

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1864 15.04 Collection Vehicle Size Limitations / Overweigh Vehicle Charge. Contractor may not use 1865 any Collection Vehicle in violation of weight limitations in Applicable Law. The Contractor may exceed the 1866 Collection Vehicle size limitation for a limited time due to extraordinary circumstances or conditions with the 1867 prior written consent of the Agreement Administrator. The limited time may not exceed 120 days. Contractor 1868 must report all instances of overweight vehicles to City as part of its quarterly Franchise Fee submittal 1869 described in Section 4.02, and as part of its Annual Reports to the City described in Section 19.03. Contractor 1870 may be assessed administrative charges as specified in Exhibit 4 as a result of exceeding an overweight 1871 vehicle rate of five percent (5.00%) in any Calendar Year during the term of the Agreement. The overweight 1872 vehicle rate will be calculated as the total number of overweight Collection Vehicle instances during the 1873 Calendar Year, divided by the total number of Collection Vehicle loads transported during the Calendar Year. 1874 Prior to collecting administrative charges for overweight vehicles, the City shall afford Contractor a 1875 reasonable opportunity to provide the Agreement Administrator documentation of the extraordinary 1876 circumstance that caused the overweight vehicles. Extraordinary circumstances in this particular case 1877 include, but may be limited to, heavy rains or high winds that caused excess Green Waste to be generated, 1878 rain to accumulate in open Collection Containers, or normal Collection routes to be delayed or shortened to 1879 extreme weather conditions. The Agreement Administrator shall have authority to consider Contractor’s 1880 documentation and uphold and collect the assessed charge, to reduce the charge, or waive and dismiss the 1881 charge. The Agreement Administrator shall also have the authority to waive charges in advance of an 1882 anticipated, or in response to and actual, emergency event. 1883 15.05 Registration; Inspection. All vehicles used by Contractor in providing Collection Services 1884 under this Agreement, except those vehicles used solely on Contractor’s premises, are to be registered with 1885 the California Department of Motor Vehicles. In addition, each such vehicle must be inspected by the 1886 California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of a request from 1887 the Agreement Administrator, Contractor must provide City a copy of its vehicle maintenance log and any 1888 safety compliance report, including, but not limited to, any report issued under California Vehicle Code 1889 sections 34500 and following, as well as the biennial “BIT” inspections conducted by the California Highway 1890 Patrol.
1891 15.06 Safety Markings. All Collection equipment used by Contractor must have appropriate safety 1892 markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and 1893 warning flags. All such safety markings must be in accordance with the requirements of the California Vehicle 1894 Code, as may be amended from time to time.
1895 15.07 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered without 1896 repetition and must have Contractor's name, Contractor’s customer service telephone number, and the 1897 number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and 1898 the rear of each vehicle. Contractor must repaint all vehicles (including vehicles striping) during the term of 1899 this Agreement on a frequency as necessary to maintain a positive public image as reasonably determined 1900 by the Agreement Administrator, but not less often than once every five years. 1901 15.08 Bin and Roll-off Signage, Painting, and Cleaning. All metal bins and Roll-offs of any service 1902 type furnished by Contractor must be either painted or galvanized. All metal or plastic bins and Roll-offs must

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1903 display Contractor’s name, Contractor’s customer service telephone number, and the number of the Bin or 1904 Roll-off and must be kept in a clean and sanitary condition. Bins and Roll-offs should be free of dents and 1905 graffiti and newly painted at the start of this Agreement and painted as needed to maintain an orderly 1906 appearance throughout the term of the Agreement, but not less frequently than once every three years. Bins 1907 and Roll-offs may be subject to periodic, unscheduled inspections by City and determination as to sanitary 1908 condition will be made by City. Roll-off covers shall be provided upon request. 1909 15.09 Vehicle Certification. For each Collection Vehicle used in the performance of services 1910 under this Agreement, Contractor must obtain a certificate of compliance (smog check) issued pursuant to 1911 Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations 1912 promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California 1913 Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, as applicable to 1914 the vehicle. Contractor must maintain copies of such certificates and reports and must make such certificates 1915 and reports available for inspection upon request by the Agreement Administrator. 1916 15.10 Upon request, Contractor must submit to the Agreement Administrator verification that 1917 each of the Contractor’s Collection Vehicles has passed the California Heavy Duty Vehicle Inspection. 1918 Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to be tested annually in the 1919 California Heavy Duty Inspection Program and must, upon request, submit written verification to City within 1920 ten (10) Work Days of the completion of such test. Contractor may not use any vehicle that does not pass 1921 such inspection.
1922 15.11 Equipment Maintenance. Contractor must maintain Collection equipment in a clean 1923 condition and in good repair at all times. All parts and systems of the Collection equipment must operate 1924 properly and be maintained in a condition satisfactory to City. Contractor must wash all Collection Vehicles 1925 at least once a week.
1926 15.12 Maintenance Log. Contractor must maintain a maintenance log for all Collection Vehicles. 1927 The log must at all times be accessible to City by physical inspection upon request of Agreement 1928 Administrator, and must show, at a minimum, each vehicle Contractor assigned identification number, date 1929 purchased or initial lease, dates of performance of routine maintenance, dates of performance of any 1930 additional maintenance, and description of additional maintenance performed. 1931 15.13 Equipment Inventory. On or before January 1, 2024, Contractor shall provide to City an 1932 inventory of Collection Vehicles and major equipment used by Contractor for Collection or transportation and 1933 performance of services under this Agreement. The inventory must indicate each Collection Vehicle by 1934 Contractor assigned identification number, DMV license number, the age of the chassis and body, type of 1935 fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the 1936 decibel rating and the maintenance and rebuild status. Contractor must submit to the Agreement 1937 Administrator, either by fax or e-mail, an updated inventory annually to the City or more often at the request 1938 of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle as 1939 determined by weighing at a certified scale used by Contractor. Each vehicle inventory must be accompanied 1940 by a certification signed by Contractor that all Collection Vehicles meet the requirements of this Agreement.

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1941 15.14 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection 1942 equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve 1943 equipment must correspond in size and capacity to the equipment used by the Contractor to perform the 1944 contractual duties.
1945 Article 16. Contractor’s Office
1946 16.01 Contractor’s Office. Contractor shall maintain a local office within Contra Costa County. 1947 Such office must be equipped with enough telephones that all Collection Service-related calls received 1948 during normal business hours are answered by an employee within five (5) rings. The office must have 1949 people in charge during Collection hours and must be open during such normal business hours, 8:00 a.m. 1950 to 5:00 p.m. on Monday through Friday. Contractor must provide either a local or toll-free telephone number 1951 that connects to the call center described in Section 19.02, and a telephone answering service or mechanical 1952 device to receive Service Recipient inquiries during those times when the office is closed. Calls received 1953 after normal business hours must be addressed the next Work Day morning. 1954 16.02 Customer Service Call Center. Contractor must maintain a Customer Service call center. 1955 Such office must be equipped with enough telephones that all customer service-related calls received during 1956 normal business hours, 8:00 a.m. to 5:00 p.m. on Monday through Friday and Saturday during Collection 1957 Service hours, are answered by an employee within five (5) rings. 1958 16.03 Emergency Contact. Contractor must provide the Agreement Administrator with an 1959 emergency phone number where the Contractor can be reached outside of the required office hours. 1960 16.04 Multilingual/TDD Service. Contractor must always maintain the capability of responding to 1961 telephone calls in English and such other languages as City may direct. Contractor must always maintain 1962 the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) 1963 Services.
1964 16.05 Service Recipient Calls. During office hours, Contractor must maintain a telephone 1965 answering system capable of accepting at least five (5) incoming calls at one time. Contractor must record 1966 all calls including any inquiries, service requests and complaints into a customer service log. 1967 16.05.1 All incoming calls will be answered at the local office or call center within three (3) 1968 minutes. Any call “on-hold” in excess of three (3) minutes must have the option to remain “on-hold” or request 1969 a “call-back” from a customer service representative. Contractor’s customer service representatives must 1970 return Service Recipient calls. For all messages left before 3:00 p.m., all “call backs” must be attempted a 1971 minimum of one time prior to 5:00 p.m. on the day of the call. For messages left after 3:00 p.m., all “call 1972 backs” must be attempted a minimum of one time prior to noon the next Work Day.. 1973 Article 17. Contractor Support Services
1974 17.01 Public Education

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1975 17.01.1 City-Specific Website. Contractor shall maintain a City-specific website page that 1976 fully explains the Contractor’s current services and rates, the diversion options available, and allows Service 1977 Recipients to submit service changes, inquiries, complaints or queries. The website must describe and 1978 promote the use of the available Recyclable Materials and Organics services. Contractor’s local website 1979 must provide information specific to the City’s programs. Contractor will ensure that information provided on 1980 the website is maintained and up to date. Content will include proper container set out, educational materials, 1981 newsletters and program descriptions.
1982 17.01.2 Recycling Resources. Contractor shall maintain accurate list of recyclable materials 1983 on its website, and promote proper recycling to all Service Recipients. Contractor shall consult, collaborate, 1984 and coordinate its recycling outreach and educational materials and activities with the City and incorporate 1985 the City’s input on the Contractor’s recycling resources and programs. 1986 17.01.3 School Education and Outreach. Contractor shall develop and utilize a program to 1987 educate on proper recycling that offers tools to assist with proper recycling for all ages. Educational 1988 information should include brochures, school resources such as recycling curriculums, Contractor shall 1989 develop and distribute educational material, and conduct onsite outreach annually to all school campuses in 1990 the franchise area. Materials must be approved by City before distribution. Examples include: Recyclable 1991 Materials list, Recycling tips, Food Waste collection and donation, and HHW education. Educational material shall be distributed to campuses by mail and/or in person on or before September 30th 1992 annually, and site visits must be completed by November 30th 1993 .
1994 17.01.4 MORe Compliance Notices. Contractor shall send Mandatory Organics Recycling 1995 (MORe) compliance notices quarterly to all eligible Commercial entities and MFDs that do not subscribe to 1996 Organic Waste Collection Service with the Contractor, and/or do not provide an alternate method for 1997 Diverting Organic Waste, in conformance with SB 1383 and AB 1826. These notices shall also notify 1998 businesses of requirements under AB 827. Contractor shall mail notifications quarterly on or before the last 1999 day of the month following the end of the quarter. 2000 17.01.5 MCR Compliance Notices. Contractor shall send Mandatory Commercial Recycling 2001 (MCR) compliance notices quarterly to all eligible Commercial entities and MFD’s that do not subscribe to 2002 recycling collection service with the Contractor, and/or do not provide an alternate method for diverting 2003 recyclable materials, in conformance with AB 341. These notices shall also notify businesses of 2004 requirements under AB 827. Contractor shall mail notifications quarterly on or before the last day of the 2005 month following the end of the quarter.
2006 17.01.6 MORe Site Visits. Contractor shall conduct site visits to all eligible Commercial 2007 entities and MFDs once per year for the first three years and thereafter every other year for businesses that 2008 subscribe to Organics Collection Service and every year for businesses that do not subscribe to organics 2009 collection service in conformance with SB 1383 and AB 1826. Contractor shall conduct visits on or before June 30th 2010 .

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2011 17.01.7 MCR Site Visits. Contractor shall conduct site visits to all eligible Commercial 2012 entities and MFDs once per year for the first three years and thereafter every other year for businesses that 2013 subscribe to Recycling Collection Service and every year for businesses do not subscribe to Recycling Collection Service with the Contractor. Contractor shall conduct visits on or before June 30th 2014 . 2015 17.01.8 Compliance Reporting. Contractor shall report contaminations and overage 2016 issues.
2017 17.01.9 Right-sizing Containers. Contractor must right-size Collection Containers to 2018 maximize diversion from SFD, MFD and Commercial Service Recipients. 2019 17.01.10 Education and Outreach Materials. Contractor must implement public education 2020 and outreach in conformance with applicable laws (e.g., SB 1383, AB 1826, AB 827, AB 939, AB 341, AB 2021 1594, etc.) and in coordination with the City. Contractor shall attend public events and host booths to promote 2022 recycling education and awareness upon request of the City. 2023 17.01.11 Service Recipient Personnel Training. Contractor shall advise and educate 2024 appropriate personnel (management, employees, janitors, etc.) at MFD and Commercial Service Units on 2025 methods and recommendations to increase recycling and decrease landfilling including best practices for 2026 recycling, waste reduction and availability and use of in-house recycling containers. 2027 17.01.12 Available Services Notice and Information. At least annually Contractor must 2028 publish and distribute (by mail or electronically) a notice to all Service Units regarding the full range of 2029 services offered. The notice must contain at a minimum (i) definitions of the materials to be Collected, (ii) 2030 procedures for setting out materials, (iii), Contractor’s local customer service phone number, (iv) instructions 2031 on the proper filling of Containers, (v) instructions as to what materials may or may not be placed in 2032 Recyclable Materials or Organic Waste Containers, (vi), participation in Recycling and Organic Waste 2033 programs, (vii) the fees for overage and Contamination in the event of non-compliance, (viii) Large Items 2034 Collection Services The notice must be provided in English, and other languages as directed by the City, 2035 and must be distributed by Contractor no later than February 1st of each year. 2036 17.01.13 Tonnage Table. Contractor must provide as part of the Plan, a tonnage table 2037 segregated by SFD, MFD, Commercial, and Additional Services that estimates tonnages for Recyclable 2038 Material and Organic Waste delivered and processed, and the estimated residual tonnages for each 2039 calendar year of the Franchise Agreement.
2040 17.01.14 Environmental Stewardship. Upon request of the City, Contractor must describe 2041 all environmental management policies and activities related to the solid waste collection service, including 2042 the use of alternative fuel vehicles, reduction of air emissions and wear and tear on the City’s streets, use 2043 of recycled products throughout operations, internal waste reduction and reuse protocol, water and resource 2044 conservation activities within facilities (design, construction and operation), compliance with laws governing 2045 e-waste, HHW, and u-waste, and use of non-toxic products when possible.

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2046 17.02 News Media Relations. Contractor will work with local media to ensure information is 2047 communicated to community (new programs, events, recycling information, etc.). Contractor to use options, 2048 such as; local Newspaper, Radio/TV News outlets, Websites and Social Media. Contractor will notify the 2049 Agreement Administrator by e-mail or phone of all requests for news media interviews related to the services 2050 covered under this Franchise Agreement within one (1) Work Day of Contractor’s receipt of the request. 2051 When practicable, before responding to any inquiries involving controversial issues or any issues likely to 2052 affect participation or customer’s perception of services, Contractor will discuss Contractor’s proposed 2053 response with the City Agreement Administrator.
2054 17.03 Annual Recycling Awards. Contractor will recognize outstanding participation in Recycling 2055 and/or Organic Waste programs by identifying “recycling all-stars” for recognition at a City Council meeting 2056 during each spring, beginning spring 2024.
2057 17.04 News Media Requests. Contractor will notify the Agreement Administrator by e-mail or 2058 phone of all requests for news media interviews related to the services covered under this Agreement within 2059 one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any inquiries 2060 involving controversial issues or any issues likely to affect participation or Service Recipient’s perception of 2061 services, Contractor will discuss Contractor’s proposed response with the Agreement Administrator. 2062 17.04.1 Copies of draft news releases or proposed trade journal articles that use the name 2063 of City or relate to the services provided hereunder must be submitted to the Agreement Administrator for 2064 prior review and approval at least five (5) Work Days in advance of release, except where Contractor is 2065 required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in 2066 which case Contractor must submit such materials to City simultaneously with Contractor’s submittal to such 2067 regulatory agency.
2068 17.04.2 Copies of articles resulting from media interviews or news releases that use the 2069 name of City or relate to the services provided hereunder must be provided to the City within five (5) Work 2070 Days after publication.
2071 17.05 Acceptable Materials Labeling. Contractor must affix to each Collection Container; a label 2072 or decal as may be required pursuant to the SB 1383 regulations that clearly lists Acceptable materials to 2073 be placed in these containers. All newly purchased Carts shall have coloring and labels consistent with all 2074 applicable laws and regulations.
2075 17.06 Edible Food Recovery Support. At no cost to the City, Contractor must provide support to 2076 the City’s Edible Food Recovery program as required under SB 1383. Contractor support may include 2077 educating commercial edible food generators, providing records of site visits, conducting education efforts, 2078 and providing lists of food recovery organizations. Contractor will assist the City in conducting Food Waste 2079 and Green Waste surveys and education by providing accurate and timely service data, conducting site 2080 visits, and distributing materials.
2081 17.07 Programs and Services. Contractor must provide additional educational and outreach 2082 services and programs as requested by City at a price to be mutually agreed upon between the Contractor

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2083 and the Agreement Administrator. In the event Contractor and the Agreement Administrator cannot reach a 2084 mutually agreed upon price for the requested service or program, City has the right to procure the service of 2085 other vendors or contractors to provide the requested service. 2086 17.08 Operations Plans. Contractor must adhere to the Transition Plan included as Exhibit 5, 2087 Customer Service Plan included as Exhibit 7, and Collection Service Operations Plan included as Exhibit 8 2088 that present the specific collection and processing programs that will be implemented in the City. 2089 Article 18. Emergency Service
2090 18.01 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, 2091 natural disaster, or other such event, the Agreement Administrator may grant the Contractor a variance from 2092 regular routes and schedules, which will not be withheld unreasonably. As soon as practicable after such 2093 event, Contractor must advise the Agreement Administrator when it is anticipated that normal routes and 2094 schedules can be resumed. The Agreement Administrator will try through the local news media to inform the 2095 public when regular services may be resumed. The clean-up from some events may require that Contractor 2096 hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to 2097 clean debris resulting from the event. Contractor will receive additional compensation, above the normal 2098 compensation contained in this Agreement, to cover the costs of rental equipment, additional personnel, 2099 overtime hours and other documented expenses based on the rates set forth in Exhibit 1 provided Contractor 2100 has first secured written authorization and approval from City through the Agreement Administrator. City will 2101 be given equal priority and access to resources as with other franchise jurisdictions held by Contractor or its 2102 affiliates.
2103 18.02 Disaster Recovery Support. In the event of a tornado, major storm, earthquake, fire, natural 2104 disaster, or other such event, Contractor agrees to provide disaster recovery support upon request by 2105 Agreement Administrator. This may include additional hauling of debris, special handling such as wrapping 2106 waste in plastic (i.e., “burrito wrapping”), temporary storage of debris where feasible, additional disposal, use 2107 of different transfer and disposal facilities, and documentation of debris type, weight, and diversion. 2108 Contractor should follow protocol laid out in the City’s Draft Disaster Debris Plan and any subsequent County 2109 or City Disaster Debris Plans, as applied to solid waste hauling and handling. 2110 18.03 Compliance Reviews.
2111 A. General Requirement. At least once annually, beginning in 2024, Contractor shall review 2112 the records of its Commercial and Multi-Family customers in City that are subscribed for at least two (2) 2113 cubic yards per week of combined Solid Waste, Organic Materials and Recyclables service, to determine 2114 whether such customers are subscribed for Organic Materials collection service or have an applicable 2115 waiver. Contractor shall include the results of each Compliance Review in its next regularly scheduled report 2116 to City.
2117 B. Site Visit Requirement. Contractor shall conduct a site visit to each Commercial and Multi2118 Family customer in City that is determined to (a) not be enrolled in 3-container collection service, and (b) not 2119 be eligible for a waiver based on the City determination. Contractor shall conduct in-person site visits (i.e. 2120 direct customer contact) to provide educational material about the law’s requirements to Commercial and 2121 Multi-Family customers, at least one time every 3 years. All Commercial and Multi-Family customers in the

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2122 City shall receive a site visit from Contractor to affirm proper sorting procedures and sizing of containers at 2123 least one time every 5 years.
2124
2125 Article 19. Record Keeping and Reporting Requirements 2126 19.01 Record Keeping. Notwithstanding Article 47 herein:
2127 19.01.1 Accounting Records. Contractor must maintain full, complete and separate 2128 financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection 2129 Services, prepared on an accrual basis in accordance with generally accepted accounting principles. Such 2130 records will be subject to audit, copy, and inspection for the purposes set forth in Section 14.09.3. Gross 2131 receipts derived from provision of the Collection Services, whether such services are performed by 2132 Contractor or by a subcontractor or subcontractors, will be recorded as revenues in the accounts of 2133 Contractor. The Contractor shall keep and preserve, during the Term of this Agreement, and for a period of 2134 not less than four (4) years following expiration or other termination hereof, full, complete and accurate 2135 records, including all cash, billing and disposal records, as indicated in the Agreement. 2136 19.01.1.1 City reserves the right to request audited, reviewed, or compiled 2137 financial statements prepared by an independent Certified Public Accountant, or as may be provided by 2138 Contractor or its parent company. In the event that Contractor does not maintain separate financial, or 2139 accounting records prepared specifically for services provided under this Agreement, Contractor may use 2140 industry standard allocation methods to provide financial information as applicable to the service provided 2141 under this Agreement.
2142 19.01.2 Agreement Materials Records. Contractor must maintain records of the quantities 2143 of (i) Residential, MFD, and Commercial Solid Waste Collected and disposed under the terms of this 2144 Agreement, (ii) Recyclable Materials, by type, Collected, purchased, processed, sold, donated or given for 2145 no compensation, and residue disposed under the terms of this Agreement, and (iii) Organic Waste by type, 2146 Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed under 2147 the terms of this Agreement
2148 19.01.3 Other Records. Contractor must maintain all other records reasonably related to 2149 provision of Collection Services, whether or not specified in this Agreement. 2150 19.01.4 Report Format. All reports to be submitted in a format approved by the City 2151 Contractor shall maintain, in form and format satisfactory to the City, an Implementation Record meeting the 2152 requirements of the SB 1383 Regulations and CalRecycle. Contractor shall be responsible for requesting 2153 information from the City for City-related activities such as procurement and outreach and education for 2154 maintenance of the Implementation Record.
2155

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2156 19.02 Quarterly Reporting.
2157 19.02.1 General. Quarterly reports must be submitted no later than 5 p.m. PT on the last 2158 day of the month following the end of Quarter in which the receipts are collected and must be provided 2159 electronically using software acceptable to the City. If the last day of the month falls on a day that City is 2160 closed or a holiday, then the report will be due on the next business day. Failure to submit complete quarterly 2161 reporting by the due date will result in penalties as specified in Exhibit 4. 2162 19.02.2 City Reports. Quarterly reports to City must include:
2163 19.02.2.1 Quarterly Payment Reporting. The payment report must include 2164 an accounting of Contractor’s Gross Revenues received during the preceding Quarter, and the calculated 2165 Franchise Fee.
2166 19.02.2.2 Franchised Tonnage and Service Data. Contractor must report the 2167 number of unique SFD and MFD accounts serviced, the number of unique Commercial, and City accounts 2168 serviced, tonnage of Garbage, Recyclable Materials and Organic Waste collected and processed for 2169 diversion broken down by Container type, Quantities should be broken down by SFD, MFD, Commercial, 2170 and City Service Collection Services.
2171 19.02.2.3 Overweight Vehicle Reporting. The quarterly report must include 2172 a summary total of all instances of overweight Collection Vehicles. This summary must include the number 2173 of overweight vehicle instances expressed as a percentage of the total number of Collection Vehicle loads 2174 transported during the reported quarter.
2175 19.02.2.4 Non-Collection. The quarterly report must include a summary of 2176 each Service Unit receiving a Non-Collection Notice in the previous quarter along with a description for the 2177 Non-Collection Notice.
2178 19.02.2.5 On-hold. The quarterly report must include each Service Unit that 2179 was not billed in the previous quarter due to vacation hold, vacancy etc. 2180 19.02.2.6 Collection Overage Charges. The quarterly report must include 2181 each Service Unit incurring a charge for a Solid Waste Overage in the previous quarter. 2182 19.02.2.7 Contamination Reporting. To the extent required by Applicable 2183 Law, the quarterly report must include a summary of all instances of qualifying contamination under the 2184 procedures in Section 5.08. This summary must include the total number of accounts where contamination 2185 occurred, the total number of Contamination Violation Notices issued by Contractor to Service Recipients, 2186 a list of accounts where such notices occurred, and the total number of instances where Collection 2187 Container size or Collection frequency was increased specifically due to contamination. Within twenty (20) 2188 Work Days of request by City, Contractor will provide copies of the Contamination Violation Notices and 2189 the digital documentation of contamination.

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2190 19.03 Annual Reporting.
2191 19.03.1 General. An annual report must be submitted no later than 5 p.m. PT on January 31, 2024 and each January 31st thereafter for the previous Calendar Year. If January 31st 2192 falls on a day that 2193 City is closed, then the report will be due on the next business day. Annual reports must be submitted 2194 electronically in software acceptable to the City. Failure to submit complete annual reporting by the due date 2195 will result in penalties as specified in Exhibit 4. Annual reports to City must include:
2196 19.03.1.1 Financial Statements. Contractor must submit upon request of the 2197 City, annual financial statements for the local operation. Statements need not be reviewed or audited 2198 statements and may be marked and kept confidential to the extent permitted by Applicable Law. 2199 19.03.1.2 Solid Waste Data. The number of SFD, MFD, MXD, Commercial, 2200 and City Service Units and the number of Collection Containers distributed by size and Service Unit type. 2201 19.03.1.3 Recycling Data. Gross tons Collected daily on average by material 2202 type by route for SFD, MFD, Commercial, and City Recycling service, with map of routes. The average 2203 participation rates by quarter relative to the total number of Service Units by Service Unit type. Indicate, by 2204 material type (and grade where appropriate), annual totals of Recyclable Materials processed including 2205 facility name and location., average cost or price received per ton and total recycling cost or revenue 2206 received for the year. Indicate any quantities, by material type, donated or otherwise disbursed without 2207 compensation. Indicate number of Recycling Collection Containers distributed by size and Service Unit 2208 type. Also provide annual totals and location for residue disposed. Include the number of route reviews 2209 conducted for prohibited contaminants and the number of Non-Collection Notices issued to Service 2210 Recipients
2211 19.03.1.4 Organic Waste Data. Indicate, by material type, monthly totals of 2212 Organic Materials processed including facility name and location. Provide total facility-wide and location for 2213 Residual rate. Include the number of route reviews conducted for prohibited contaminants and the number 2214 of Non-Collection Notices issued to Service Recipients. 2215 19.03.1.5 Customer Service Log. Upon request, a copy of the customer 2216 service log, including a summary of the type and number of complaints and their resolution. Copies of a 2217 written record of all calls related to missed pickups and responses to such calls. 2218 19.03.1.6 Overweight Vehicle Data. A summary of all instances of 2219 overweight Collection Vehicles. This summary must also include the number of overweight vehicle 2220 instances as a percentage of the total number of Collection Vehicle loads transported during the Calendar 2221 Year.
2222 19.03.1.7 .Collection Container and Vehicle Inventory. An updated complete 2223 inventory of Collection Containers by type and size, and an updated complete inventory of Collection 2224 Vehicles including for each vehicle: truck number, route number, date purchased, vehicle type, tare weight, 2225 license plate number, fuel type and vehicle make and model.

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2226 19.04 Reporting for Enforcement and CalRecycle
2227 Contractor shall report or otherwise provide access to information on all activities as required by CalRecycle 2228 in advance of the City’s reports to CalRecycle on August 1. 2229 A. For public education. Provide the following information:
2230 1. Copies of all such information (including flyers, brochures, newsletters, invoice messaging, 2231 website and social media postings, emails, and other electronic messages). 2232 2. The date the information was disseminated or the direct contact made. For website and 2233 social media postings, this shall be the date posted. 2234 3. To whom the information was disseminated or the direct contact made. For mass 2235 distributions such as mailings or bill inserts, Contractor may provide the type and number 2236 of accounts receiving the information, rather than listing each recipient individually. 2237
2238 B. For Route Reviews and Compliance Reviews. Provide the following information:
2239 1. The date the review was conducted.
2240 2. The name and title of each person conducting the review. 2241 3. A list of the addresses covered by the review.
2242 4. For Route Reviews, a description of each Hauler Route reviewed, including Contractor’s 2243 route number and a description of the Hauler Route area. 2244 5. For Route Reviews, the results of such review (i.e. the addresses where any Prohibited 2245 Container Contaminants were found), and any photographs taken. 2246 6. For compliance reviews that Contractor performs pursuant to Section 5(e) of this 2247 Amendment, the results of such review (i.e., Contractor’s findings as to whether the 2248 customers reviewed are subscribed for Organic Materials collection service, have an 2249 applicable waiver, or neither), and any relevant evidence supporting such findings (e.g. 2250 account records).
2251 7. Copies of any educational materials issued pursuant to such reviews. 2252
2253 C. Prohibited Container Contaminants. Provide the following documentation relating to observed 2254 Prohibited Container Contaminants, whether observed during Route Reviews or otherwise:
2255 1. Copies of the form of each notice issued to customers for Prohibited Container 2256 Contaminants, as well as, for each such form, a list of the customers to which such notice 2257 was issued, the date of issuance, the customer’s name and service address, and the 2258 reason for issuance (if the form is used for multiple reasons). 2259 2. The number of times notices were issued to customers for Prohibited Container 2260 Contaminants.
2261 3. The number of Containers where the contents were disposed due to observation of 2262 Prohibited Container Contaminants.
2263 19.04.1.1 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor 2264 shall provide such reports as the City and/or CalRecycle requests. Contractor must report the total number 2265 of Commercial and MFD Service Units serviced and the number of containers, container sizes and 2266 frequency of collection for Garbage, Recyclable Materials and Organic Waste for each non-exempt 2267 Commercial and MFD Service Unit. Contractor must also provide the following information separately for 2268 both AB 341 and AB 1826:

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2269 19.04.1.2 The total number of non-exempt Commercial and MFD Service 2270 Units that fall under the AB 341 or AB 1826 thresholds, and the total number of those non-exempt 2271 Commercial and MFD Service Units that are not subscribed to Commercial or MFD Recycling Collection 2272 Service or Commercial or MFD Organics Collection Service. 2273 19.04.1.3 A summary of the type of follow-up outreach that was provided to 2274 those non-exempt Commercial and MFD Service Units that are not subscribed to Commercial, MFD, or 2275 MXD Recycling Collection Service or Commercial or MFD Organics Collection Service. 2276 19.05 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing 2277 annual reports to CalRecycle (the “Electronic Annual Report” or EAR, and Form 303), including but not 2278 limited to supplying required data for preparation of the reports, and completing all required data input in the 2279 CalRecycle website.
2280 19.05.1 In the event that CalRecycle requires City to report an Implementation Schedule to 2281 comply with AB 341, AB 1826, SB 1383, SB 1594 and other Applicable Laws, Contractor will provide 2282 assistance to City in preparing a report, including Contractor’s policies and procedures related to compliance 2283 with AB 341, AB 1826, SB 1383, and other Applicable Laws and how Recyclable Materials or Organic Waste 2284 are collected, a description of the geographic area, routes, list of addresses served and a method for tracking 2285 contamination, copies of route audits, copies of notice of contamination, copies of notices, violations, 2286 education and enforcement actions issued, and copies of educational materials, flyers, brochures, 2287 newsletters, website, and social media.
2288 19.06 Additional Reporting. Contractor must furnish City with any additional reports as may 2289 reasonably be required, such reports to be prepared within a reasonable time following the reporting period. 2290 Article 20. Nondiscrimination
2291 20.01 Nondiscrimination. In the performance of all work and services under this Agreement, 2292 Contractor may not discriminate against any person based on such person’s race, sex, gender, gender 2293 identity, color, national origin, religion, marital status or sexual orientation. Contractor must comply with all 2294 applicable local, State and Federal laws and regulations regarding nondiscrimination, including those 2295 prohibiting discrimination in employment.
2296 Article 21. Service Inquiries and Complaints
2297 21.01 Contractor’s Customer Service. All service inquiries and complaints will be directed to 2298 Contractor. A representative of Contractor must be available to receive the complaints during normal 2299 business hours. Customer Service training shall include Service Recipient courtesy, shall prohibit the use of 2300 loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor shall 2301 use its best efforts to assure that all employees present a neat appearance and conduct themselves in a 2302 courteous manner. All service complaints will be handled by Contractor in a prompt and efficient manner. 2303 Complaints must be addressed and resolved within three (3) Work Days. In the case of a dispute between

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2304 Contractor and a Service Recipient, the matter will be reviewed, and a decision made by the Agreement 2305 Administrator.
2306 21.01.1 Contractor will utilize the Customer Service Log to maintain a record of all inquiries 2307 and complaints in a manner prescribed by City.
2308 21.01.2 For those complaints related to missed Collections, where Containers are properly 2309 and timely set out, that are received by 12:00 noon on a Work Day, Contractor will return to the Service Unit 2310 address and Collect the missed materials before leaving the Service Area for the day. For those complaints 2311 related to missed Collections that are received after 12:00 noon on a Work Day, Contractor will have until 2312 the end of the following Work Day to resolve the complaint. For those complaints related to repair or 2313 replacement of Collection Containers, the appropriate Sections of this Agreement will apply. 2314 21.01.3 Contractor agrees that it is in the best interest of City that all Garbage, Recyclable 2315 Materials, and Organic Waste be collected on the scheduled Collection day. Accordingly, missed Collections 2316 will normally be Collected as set forth above regardless of the reason that the Collection was missed. 2317 However, in the event a Service Recipient requests missed Collection service more than two (2) times in 2318 any consecutive two (2) month period the Agreement Administrator will work with Contractor to determine 2319 an appropriate resolution to that situation. In the event Contractor believes any complaint to be without merit, 2320 Contractor will notify the Agreement Administrator, by e-mail. The Agreement Administrator will investigate 2321 all disputed complaints and render a decision.
2322 21.01.4 Contractor’s service and emergency telephone numbers must be accessible by a 2323 local (City) phone number or toll-free number. The service telephone number(s) must be listed in the area’s 2324 telephone directories under Contractor’s name in the White Pages and available through an online search 2325 and listed on the Contractor’s website.
2326 Article 22. Quality of Performance of Contractor
2327 22.01 Intent. Contractor acknowledges and agrees that one of City’s primary goals in entering 2328 into this Agreement is to ensure that the Collection Services are of the highest caliber, that Service Recipient 2329 satisfaction remains at the highest level, and that materials Collected are put to the highest and best use to 2330 the extent possible.
2331 22.02 Administrative Charges and Penalties. Quality performance by the Contractor is of primary 2332 importance. In respect of this, Contractor agrees to pay City administrative charges and penalties as detailed 2333 in Exhibit 4 should Contractor fail to meet its responsibilities under this Agreement. Should Contractor be in 2334 breach of the requirements set forth in this Agreement, it is mutually understood and agreed that the public 2335 will necessarily suffer damages and that such damages, from the nature of the default in performance will 2336 be extremely difficult and impractical to fix. City finds, and the Contractor agrees, that as of the time of the 2337 execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages 2338 which will be incurred by City as a result of a breach by Contractor of its obligations under this Agreement. 2339 The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact

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2340 that: (i) substantial damage results to members of the public who are denied services or denied quality or 2341 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits 2342 of this Agreement to individual members of the general public for whose benefit this Agreement exists, in 2343 subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary 2344 terms; (iii) services might be available at substantially lower costs than alternative services, and the monetary 2345 loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in 2346 precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies 2347 are, at best, a means of future correction and not remedies which make the public whole for past breaches. 2348 22.03 Procedure for Review of Administrative Charges. The Agreement Administrator may 2349 assess administrative charges and penalties as specified in Exhibit 4 pursuant to this Agreement quarterly. 2350 At the end of each quarter during the term of this Agreement, the Agreement Administrator will issue a written 2351 notice to Contractor (“Notice of Assessment”) of the administrative charges assessed and the basis for each 2352 assessment.
2353 22.03.1 The assessment will become final unless, within ten (10) calendar days of the date 2354 of the notice of assessment, Contractor provides a written request for a meeting with the City Manager to 2355 present evidence that the assessment should not be made. 2356 22.03.2 The Agreement Administrator will schedule a meeting between Contractor and the 2357 City Manager as soon as reasonably possible after timely receipt of Contractor’s request. 2358 22.03.3 The City Manager will review Contractor’s evidence and render a decision 2359 sustaining, reducing or reversing the administrative charges in whole or in part as soon as reasonably 2360 possible after the meeting. Written notice of the decision will be provided to Contractor. 2361 22.03.4 In the event Contractor does not submit a written request for a meeting within ten 2362 (10) calendar days of the date of the Notice of Assessment, the Agreement Administrator’s determination 2363 will be final.
2364 22.03.5 City’s assessment or collection of administrative charges will not prevent City from 2365 exercising any other right or remedy, including the right to terminate this Agreement, for Contractor’s failure 2366 to perform the work and services in the manner set forth in this Agreement. 2367 22.04 Uncontrollable Circumstances.
2368 22.04.1 If either party is prevented from or delayed in performing its duties under this 2369 Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, 2370 acts of terrorism, landslides, lightning, forest fires, storms, floods, severe weather, freezing, earthquakes, 2371 other natural disasters, the threat of such natural disasters, pandemics (or threat of same), government 2372 emergency orders, quarantines, civil disturbances, acts of the public enemy, wars, blockades, public riots, 2373 strikes, lockouts, or other labor disturbances, acts of government or governmental restraint or other causes, 2374 whether of the kind enumerated or otherwise, that are not reasonably within the control of the affected party, 2375 then the affected party will be excused from performance hereunder during the period of such disability.

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2376 22.04.2 The party claiming excuse from performance must promptly notify the other party 2377 when it learns of the existence of such cause, including the facts constituting such cause, and when such 2378 cause has terminated.
2379 22.04.3 The interruption or discontinuance of services by a party caused by circumstances 2380 outside of its control will not constitute a default under this Agreement. 2381 Article 23. Performance Bond
2382 23.01 Performance Bond. Within ten (10) Business Days from the date the City Council approves 2383 this Agreement, Contractor must furnish to City, and keep current, a performance bond, for the faithful 2384 performance of this Agreement and all obligations arising hereunder in an amount as follows:
2385 23.01.1 From July 1, 2023, and so long as this Agreement or any extension thereof remains 2386 in force, Contractor must maintain a performance bond in the amount of one million dollars ($1,000,000). 2387 23.01.1.1 The performance bond must be executed by a surety company 2388 licensed to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard 2389 and Poor’s; and included on the list of surety companies approved by the Treasurer of the United States. 2390 23.01.1.2 In the event City draws on the bond, all of City’s costs of collection 2391 and enforcement of the Bond, including reasonable attorney’s fees and costs, must be paid by Contractor. 2392 23.01.1.3 The Performance Bond must be renewed annually for the entire 2393 term of the Agreement and evidence must be provided to City annually. 2394 Article 24. Insurance
2395 24.01 Insurance Policies. Contractor must secure and maintain throughout the term of this 2396 Agreement insurance against claims for injuries to persons or damages to property which may arise from or 2397 in connection with Contractor’s performance of work or services under this Contract. Contractor’s 2398 performance of work or services includes performance by Contractor’s employees, agents, representatives 2399 and subcontractors. Subcontractors shall supply Worker’s Compensation and Employer Liability insurance 2400 for Subcontractor’s employees.
2401 24.02 Minimum Scope of Insurance. Insurance coverage must be at least this broad:
2402 24.02.1 Insurance Services Office Commercial General Liability coverage (“occurrence” 2403 form CG 0001), including X, C, U where applicable. 2404 24.02.2 Insurance Services Office Form No.CA 0001 (Ed. 11/20) covering Automobile 2405 Liability, code 1 “any auto”, or code 2 “owned autos” and endorsement CA 0025. Coverage must also include 2406 code 8, “hired autos” and code 9 “non-owned autos”.

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2407 24.02.3 Workers’ Compensation insurance as required by the California Labor Code and 2408 Employers Liability Insurance.
2409 24.02.4 Contractor’s Pollution Liability Insurance. 2410 24.03 Minimum Limits of Insurance. Contractor must maintain insurance limits no less than:
2411 24.03.1 Comprehensive General Liability: $3,000,000 combined single limit per occurrence 2412 for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a 2413 general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement, or 2414 the general aggregate limit must be $5,000,000.
2415 24.03.2 Automobile Liability: $10,000,000 combined single limit per accident for bodily injury 2416 and property damage. Umbrella Liability coverage may be utilized to obtain the required combined single 2417 limit amount.
2418 24.03.3 Workers’ Compensation and Employers Liability: Workers’ Compensation limits as 2419 required by the California Labor Code and Employers Liability limits of $1,000,000 per accident. 2420 24.03.4 Contractor’s Pollution Liability: $3,000,000 per occurrence and $5,000,000 2421 aggregate.. Coverage shall include bodily injury or property damage arising out of the actual, alleged or 2422 threatened discharge, dispersal, seepage, migration, release or escape of pollutants resulting from 2423 Contractor’s operations.
2424 24.03.5 If Contractor maintains higher limits than the minimum shown above, the City 2425 requires and shall be entitled to coverage for those higher limits. Any available insurance proceeds in excess 2426 of the specified minimum limits of insurance and coverage shall be available to the City. 2427 24.04 Endorsements. The policies are to contain, or be endorsed via blanket form endorsement 2428 to contain, the following provisions:
2429 24.04.1 General Liability, Automobile and Environmental Liability Coverage. 2430 24.04.1.1 City, its officers, employees, agents and contractors are to be 2431 covered as additional insureds via blanket form endorsement as respects: Liability arising out of activities 2432 performed by, or on behalf of, Contractor; products and completed operations of Contractor; premises 2433 owned, leased or used by Contractor; and automobiles owned, leased, hired or borrowed by Contractor. 2434 The coverage must contain no special limitations on the scope of protection afforded to City, its officers, 2435 employees, agents and contractors.
2436 24.04.1.2 Contractor’s insurance coverage must be primary insurance as 2437 respects City, its officers, employees, agents and contractors. Any insurance, or self-insurance maintained 2438 by City, its officers, employees, agents or contractors will be in excess of Contractor’s insurance and will 2439 not contribute with it.

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2440 24.04.1.3 Any failure to comply with reporting provisions of the policies will 2441 not affect coverage provided to City, its officers, employees, agents, or contractors. 2442 24.04.1.4 Coverage must State that Contractor’s insurance will apply 2443 separately to each insured against whom claim is made or suit is brought, except with respect to the limits 2444 of the insurer’s liability.
2445 24.04.2 All Coverage. Each insurance policy, except Worker’s Compensation and if 2446 applicable any umbrella policy required by this Agreement must be endorsed via blanket form endorsement 2447 to state that coverage may not be canceled except after thirty (30) calendar days (ten (10) days in the event 2448 of cancellation for non-payment) prior written notice has been given to City. Moreover, Contractor will not 2449 order the cancellation of any required insurance policy or material change in insurance policy limits without 2450 thirty (30) days prior written notice to City by Contractor. 2451 24.05 Acceptability of Insurers. Insurance is to be placed with insurers having an A.M. Best rating 2452 of A-/VII or better.
2453 24.06 Verification of Coverage. Contractor must furnish City with certificates of insurance and 2454 with blanket form endorsements affecting coverage required by this Agreement. The certificates and 2455 endorsement for each insurance policy are to be signed by a person authorized by that insurer to bind 2456 coverage on its behalf. Contractor must furnish City with a new certificate of insurance and blanket form 2457 endorsements on each renewal of coverage or change of insurers. 2458 24.06.1 Proof of insurance must be mailed to the following address, or any subsequent 2459 address as may be directed by the City:
2460 ________________
2461 ________________
2462 ________________
2463 24.07 Subcontractors. Contractor must include all subcontractors performing services in the City 2464 as additional insureds under its policies or subcontractors must obtain separate certificates and 2465 endorsements. Subcontractors shall supply Worker’s Compensation and Employer Liability insurance for 2466 Subcontractor’s employees.
2467 24.08 Modification of Insurance Requirements. The insurance requirements provided in this 2468 Agreement may be modified or waived by City’s risk manager, in writing, upon the request of Contractor if 2469 City’s risk manager determines such modification or waiver is in the best interest of City considering all 2470 relevant factors, including exposure to City.
2471 24.09 Rights of Subrogation. All required insurance policies must preclude any underwriter's 2472 rights of recovery or subrogation against City with respect to matters related to Contractor’s performance of 2473 its obligations under this Agreement, with the express intention of the parties being that the required 2474 insurance coverage protects both parties as the primary coverage for any and all losses covered by the

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2475 above-described insurance. Contractor must ensure that any companies issuing insurance to cover the 2476 requirements contained in this Agreement agree that they will have no recourse against City for payment or 2477 assessments in any form on any policy of insurance. The clauses ‘Other Insurance Provisions’ and ‘Insured 2478 Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in which City is 2479 named as an additional insured will not apply to City. 2480 24.10 Failure to maintain insurance. Should Contractor fail to obtain or maintain insurance as 2481 required by this Agreement, Contractor shall have seven (7) calendar days to cure the defect. Should 2482 Contractor fail to correct this defect, City shall have the option to terminate this Agreement immediately. 2483 Article 25. Defense and Indemnification
2484 25.01 Defense and Indemnity of Third Party Claims/Liability. Contractor shall indemnify, defend 2485 with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, employees, 2486 and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost 2487 (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of 2488 litigation) of every nature arising out of or in connection with (1) the award of this Agreement or (2) 2489 Contractor’s alleged performance of work hereunder or its alleged failure to comply with any of its obligations 2490 contained in the Agreement, except such loss or damage which is caused by the active negligence or willful 2491 misconduct of City. . It is expressly understood and agreed that the foregoing provisions are intended to be 2492 as broad and inclusive as is permitted by the law of the State of California and will survive termination of this 2493 Agreement.
2494 25.01.1 Contractor’s obligations under this Section apply regardless of whether or not such 2495 claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or 2496 penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the 2497 rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold 2498 harmless City for liability attributable to the active negligence of City, provided such active negligence is 2499 determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances 2500 where City is shown to have been actively negligent and where City’s active negligence accounts for only a 2501 percentage of the liability involved, the obligation of the Contractor will be for that entire portion or percentage 2502 of liability not attributable to the active negligence of City. 2503 25.02 Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, 2504 defense or hold harmless rights under this Section because of the acceptance by City, or the deposit with 2505 City, of any insurance certificates or policies described in Article 24. 2506 25.03 Diversion Indemnification. Subject to the requirements of Public Resources Code section 2507 40059.1, which will control in the event of any conflict with the provisions of this Section, Contractor agrees 2508 to protect and defend City Indemnitees with counsel selected by Contractor and approved by City, to pay all 2509 attorneys’ fees, and to indemnify and hold City Indemnitees harmless from and against all fines or penalties 2510 imposed by the CalRecycle if the diversion goals specified in California Public Resources Code section 2511 41780, as it may be amended, are not met by City with respect to the Materials Collected by Contractor and

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2512 if the lack in meeting such goals are attributable to the failure of Contractor to implement and operate the 2513 recycling or diversion programs or undertake the related activities required by this Agreement. In the event 2514 CalRecycle provides an administrative process to challenge the imposition of a compliance order or a fine 2515 or fines, Contractor will be responsible for engaging any consultants or attorneys necessary to represent 2516 City in any challenge. City agrees to reasonably cooperate in the defense of any such administrative 2517 proceeding at Contractor’s cost. Contractor will be responsible for the retention of and payment to any 2518 consultants engaged to perform waste generation studies (diversion and disposal). All consultants and 2519 attorneys engaged hereunder are subject to the agreement of City and Contractor. 2520 25.04 Hazardous Substances Indemnification. Contractor agrees to indemnify, defend (with 2521 counsel reasonably approved by City), protect and hold harmless the City Indemnitees from and against any 2522 and all Claims of any kind whatsoever paid, suffered or incurred by or against the City Indemnitees resulting 2523 from any repair, cleanup, removal action or response action undertaken pursuant to CERCLA, the Health & 2524 Safety Code or other similar Federal, State or local law or regulation, with respect to Solid Waste or 2525 Household Hazardous Waste Collected and Disposed of by Contractor. The foregoing indemnity is intended 2526 to operate as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 of the Health & 2527 Safety Code to defend, protect, hold harmless and indemnify the City Indemnitees from all forms of liability 2528 under CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation. 2529 25.05 Consideration. It is specifically understood and agreed that the consideration inuring to 2530 Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and 2531 responsibilities contained in this Agreement.
2532 25.06 Obligation. This Agreement obligates Contractor to comply with the foregoing 2533 indemnification and hold harmless provisions; however, the collateral obligation of providing insurance must 2534 also be complied with as set forth in this Agreement. The provision of insurance and the coverage limits 2535 therein shall not in any way be a limitation on Contractor’s indemnification and defense obligations. 2536 25.07 Subcontractors. Contractor must require all subcontractors performing work in the City to 2537 enter into a contract containing the provisions set forth in Section 24.01 in which contract the subcontractor 2538 fully indemnifies City in accordance with this Agreement. 2539 25.08 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to 2540 indemnify, hold harmless and defend City, its officers and employees will not extend to any loss, liability, 2541 penalty, damage, action or suit arising or resulting solely from acts or omissions constituting active 2542 negligence, willful misconduct, breach of this Agreement, or violation of law on the part of City, its officers or 2543 employees.
2544 25.09 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, 2545 damage or loss to City property, including but not limited to City streets or curbs, excluding normal wear and 2546 tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage or loss. 2547 Such reimbursement is not in derogation of any right of City to be indemnified by Contractor for any such 2548 injury, damage or loss. With the prior written approval of City, Contractor may repair the damage at

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2549 Contractor’s sole cost and expense. Any injury, damage or loss to private property caused by the negligent 2550 or willful acts or omissions of Contractor to private property must be repaired or replaced by Contractor at 2551 Contractor’s sole expense. Disputes between Contractor and its Service Recipients or private property 2552 owners as to damage to private property are civil matters and complaints of damage will be referred to 2553 Contractor as a matter within its sole responsibility and as a matter within the scope of Section 24.01 2554 [Indemnification].
2555 Article 26. Default of Agreement
2556 26.01 Termination. City may, subject to Contractor’s right to cure a deficiency as set forth below 2557 in this section 27 below cancel this Agreement, by giving Contractor thirty (30) calendar days advance written 2558 notice, to be served as provided in this Agreement, upon the happening of any one of the following events:
2559 26.01.1 Contractor takes the benefit of any present or future insolvency statute, or makes a 2560 general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy (court) or a petition 2561 or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the 2562 Federal bankruptcy laws or under any other law or statute of the United States or any State thereof, or 2563 consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 2564 26.01.2 By order or decree of a court, Contractor is adjudged bankrupt or an order is made 2565 approving a petition filed by any of its creditors or by any of the stockholders of Contractor, seeking its 2566 reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law 2567 or statute of the United States or of any State thereof, provided that if any such judgment or order is stayed 2568 or vacated within sixty (60) calendar days after the entry thereof, any notice of default will be and become 2569 null, void and of no effect; unless such stayed judgment or order is reinstated in which case, such default 2570 will be deemed immediate; or
2571 26.01.3 By, or pursuant to, or under the authority of any legislative act, resolution or rule or 2572 any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, 2573 trustee or liquidator takes possession or control of all or substantially all of the property of Contractor, and 2574 such possession or control continues in effect for a period of sixty (60) calendar days; or 2575 26.01.4 Contractor has defaulted, by failing or refusing to pay in a timely manner the 2576 administrative charges or other monies due City and such default is not cured within thirty (30) calendar days 2577 of receipt of written notice by City to do so; or
2578 26.01.5 Contractor has defaulted by allowing any final judgment for the payment of money 2579 owed to City to stand against it unsatisfied and such default is not cured within thirty (30) calendar days of 2580 receipt of written notice by City to do so; or
2581 26.01.6 In the event that the monies due City under an unsatisfied judgment under Section 2582 26.01.4 above is the subject of a judicial proceeding, Contractor will not be in default if the sum of money is 2583 bonded. All bonds must be in the form acceptable to the City Attorney; or

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2584 26.01.7 Contractor has defaulted, by failing or refusing to perform or observe any of the 2585 terms, conditions or covenants in this Agreement, including, but not limited to, the maintenance of a 2586 performance bond in accordance with Article 23, or has wrongfully failed or refused to comply with the 2587 instructions of the Agreement Administrator relative thereto and such default is not cured within thirty (30) 2588 calendar days of receipt of written notice by City to do so, or if by reason of the nature of such default, the 2589 same cannot be remedied within thirty (30) calendar days following receipt by Contractor of written demand 2590 from City to do so and Contractor fails to commence the remedy of such default within such thirty (30) 2591 calendar days following such written notice or having so commenced fails thereafter to continue with 2592 diligence the curing thereof (with Contractor having the burden of proof to demonstrate (a) that the default 2593 cannot be cured within thirty (30) calendar days, and (b) that it is proceeding with diligence to cure such 2594 default, and such default will be cured within a reasonable period of time). However, notwithstanding 2595 anything contained herein to the contrary, for the failure of Contractor to provide Collection Services for a 2596 period of three (3) consecutive Work Days, City may secure Contractor's records on the fourth (4th) Work 2597 Day in order to provide interim Collection services until such time as the matter is resolved and Contractor 2598 is again able to perform pursuant to this Agreement; provided, however, if Contractor is unable for any 2599 reason or cause to resume performance at the end of thirty (30) calendar days all liability of City under this 2600 Agreement to Contractor will cease and this Agreement may be terminated by City. 2601 26.02 [RESERVED]
2602 26.03 Effective Date. In the event of any the events specified above, and except as otherwise 2603 provided in such subsections, termination will be effective upon the date specified in City's written notice to 2604 Contractor and upon such date this Agreement will be deemed immediately terminated and upon such 2605 termination, except for payment of services rendered up to and including the date of termination, all liability 2606 of City under this Agreement to Contractor will cease, and City will have the right to call the performance 2607 bond and will be free to negotiate with other contractors for the operation of interim and long-term Collection 2608 Services. Contractor must reimburse City for all direct and indirect costs of providing any interim Collection 2609 Services as a result of Contractor’s default in this Agreement. 2610 26.04 Termination Cumulative. City’s right to terminate this Agreement is cumulative to any other 2611 rights and remedies provided by law or by this Agreement. 2612 26.05 Alternative Service. Should Contractor, for any reason, except the occurrence or existence 2613 of any of the events or conditions set forth in Section 22.04 [Uncontrollable Circumstances], refuse or be 2614 unable for a period of more than forty-eight (48) hours, to Collect a material portion or all of the Solid Waste 2615 which it is obligated under this Agreement to Collect, and as a result, Solid Waste should accumulate in City 2616 to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable exercise of 2617 the City Manager's discretion, should find that such accumulation endangers or menaces the public health, 2618 safety or welfare, then City will have the right to Agreement with another Solid Waste enterprise to Collect 2619 any or all Solid Waste which Contractor is obligated to Collect pursuant to this Contract. City must provide 2620 twenty-four (24) hours prior written notice to Contractor during the period of such event, before contracting 2621 with another Solid Waste enterprise to Collect any or all Solid Waste that Contractor would otherwise collect 2622 pursuant to this Agreement for the duration of period during which Contractor is unable to provide such

Clayton Agreement Final 071023 Page 76 of 99
2623 services. In such event, Contractor must undertake commercially reasonable efforts to identify sources from 2624 which such substitute Solid Waste services are immediately available and must reimburse City for all of its 2625 expenses for such substitute services during period in which Contractor is unable to provide Collection 2626 services required by this Agreement.
2627 26.06 Survival of Certain Contractor Obligation. Notwithstanding the termination of this 2628 Agreement by Contractor or City, Contractor’s obligation to indemnify, defend and hold City and City 2629 Indemnitees harmless as provided in this Agreement shall survive termination for five (5) years from the date 2630 of termination. Notwithstanding the termination of this Agreement by Contractor or City, such act shall not 2631 automatically invalidate or cancel any insurance policy, letter of credit, performance bond or similar 2632 instruments provided by Contractor under this Agreement and such policies, letters of credit, performance 2633 bonds and other instruments shall remain in full force and effect for one full year after termination. 2634 Article 27. Modifications to the Agreement
2635 27.01 City-Directed Change. City may, subject to the provisions of this section, direct certain 2636 changes in this Agreement to impose new rules and regulations on Contractor under this Agreement relative 2637 to the scope and methods of providing Collection Services as may from time-to-time be necessary and 2638 desirable for the public welfare. In the event City exercises the right to direct such changes, the Parties agree 2639 to meet and confer to discuss the impacts of such changes on Contractor’s operations and the Service Rates 2640 authorized pursuant to this Agreement. The size of Collection Containers specified herein for Bundled 2641 Service are designed to meet the requirements of the State’s recycling mandates including AB 341, AB 1826 2642 and SB 1383, and to be appropriate for the capabilities and capacities of available Materials Recovery 2643 Facilities and Organics Waste Processing Facilities at the start of this Agreement. The capabilities and 2644 capacities of such facilities may change during the term of this Agreement; as such if Republic designated 2645 facilities are no longer capable of providing the Services required by this Agreement to City, then City 2646 reserves the right to redirect materials to alternate facilities and change the designated sizes of Carts and/or 2647 Bins in Bundled Services in accordance with any such changes. City will give the Contractor notice of any 2648 proposed change and an opportunity to be heard concerning those matters and agrees to adjust Service 2649 Rates to reflect additional costs borne by Contractor. The scope and method of providing Collection Services 2650 as referenced herein will be liberally construed to include the procedures, operations and obligations, 2651 financial or otherwise, of Contractor. When such modifications are made to this Agreement, City and 2652 Contractor will negotiate in good faith, a reasonable and appropriate compensation adjustment for any 2653 increase or decrease in the services or other obligations required of Contractor due to any modification in 2654 the Agreement under this Article. City and Contractor will not unreasonably withhold agreement to such 2655 compensation adjustment. Should agreement between City and Contractor on compensation adjustment not 2656 be reached within six (6) months of the change request, or other period as agreed upon by both parties, City 2657 and Contractor agree to submit the compensation adjustment to binding arbitration as described in Section 2658 27.02.
2659 27.01.1 Change in Law. City and Contractor understand and agree that the California 2660 Legislature has the authority to make comprehensive changes in Solid Waste Collection legislation, and that 2661 these and other changes in Applicable Law in the future which mandate certain actions or programs for

Clayton Agreement Final 071023 Page 77 of 99
2662 counties, municipalities or Contractor may require changes or modifications in some of the terms, conditions, 2663 or obligations under this Agreement. Contractor agrees that the terms and provisions of the City Municipal 2664 Code, as it now exists or as it may be amended in the future (in a manner not inconsistent with this 2665 Agreement), will apply to all of the provisions of this Agreement and the Service Recipients of Contractor 2666 located within the Service Area. In the event any future change in Federal law or regulations, State or local 2667 law of regulation, or the City Code alters the obligations of Contractor, then the affected Maximum Service 2668 Rates, as established in Exhibit 1 of this Agreement will be adjusted in accordance with Section28.01 and 2669 Section [Rates Section]. Nothing contained in this Agreement will require any party to perform any act or 2670 function contrary to law. City and Contractor agree to enter into good faith negotiations regarding 2671 modifications to this Agreement which may be required to implement changes in the interest of the public 2672 welfare or due to Change in Law. When such modifications are made to this Agreement, City and Contractor 2673 will negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or 2674 decrease in the services or other obligations required of Contractor due to any Change in Law or modification 2675 in the Agreement under this Article. City and Contractor will not unreasonably withhold agreement to such 2676 compensation adjustment. Should agreement between City and Contractor on compensation adjustment not 2677 be reached within six months of the change request, or other period as agreed upon by both parties, City 2678 and Contractor agree to submit the compensation adjustment to binding arbitration as described in Section 2679 27.02.
2680 27.02 Arbitration. Arbitration shall be conducted by a single arbitrator. If, within twenty (20) 2681 calendar days from the receipt of a request to arbitrate (or such longer period mutually agreed to by the 2682 parties), the parties are unable to agree on an arbitrator, then a single arbitrator shall be appointed pursuant 2683 to either (1) the Commercial Arbitration Rules of the American Arbitration Association, which shall govern 2684 any arbitration requested under this provision, or (2) by agreement of the Parties. Each party shall bear its 2685 own costs and expenses of any arbitration. Each party shall pay one-half of the costs of the arbitrator. 2686 Article 28. Legal Representation
2687 28.01 Acknowledgement. It is acknowledged that each party was, or had the opportunity to be, 2688 represented by counsel in the preparation of and contributed equally to the terms and conditions of this 2689 Agreement and, accordingly, the rule that a contract will be interpreted strictly against the party preparing 2690 the same will not apply due to the joint contributions of both parties. 2691 Article 29. Conflict of Interest
2692 29.01 Financial Interest. Contractor is unaware of any City employee or official that has a financial 2693 interest in Contractor's business within the meaning of Government Code section 1090 et seq. During the 2694 term of this Agreement and/or as a result of being awarded this Agreement, Contractor shall not offer, 2695 encourage or accept any prohibited financial interest in Contractor's business by any City employee or 2696 official.

Clayton Agreement Final 071023 Page 78 of 99
2697 Article 30. Contractor's Personnel
2698 30.01 Personnel Requirements. Contractor shall assign only qualified personnel to perform all 2699 services required under this Agreement and shall be responsible for ensuring its employees comply with this 2700 Agreement and all Applicable Laws related to their employment and position. Contractor's employees, 2701 officers, agents, and subcontractors shall not identify themselves or in any way represent themselves as 2702 being employees or officials of City. City may request the transfer of any employee of Contractor who 2703 materially violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the 2704 performance of their duties under this Agreement.
2705 30.02 Agreement Manager. Contractor shall designate a qualified employee to serve as its 2706 Agreement Manager and must provide the name of that person in writing to City within thirty (30) calendar 2707 days prior to the Commencement Date of this Agreement and annually by January 1st of each subsequent 2708 Calendar Year of this Agreement and any other time the person in that position changes. The Agreement 2709 Manager must be available to the City through the use of telecommunications equipment at all times that 2710 Contractor is providing Collection Services in the Service Area. The Contract Manager must provide City 2711 with an emergency phone number where the Contract Manager can be reached outside of normal business 2712 hours.
2713 Field Personnel. Contractor’s field operations personnel are required to wear a clean uniform shirt bearing 2714 Contractor’s name. Contractor’s employees, who normally come into direct contact with the public, including 2715 drivers, must bear some means of individual photographic identification such as a name tag or identification 2716 card. Each driver of a Collection vehicle must at all times carry a valid California driver's license and all other 2717 required licenses for the type of vehicle that is being operated. 2718 30.03 Labor Certifications. Contractor certifies: (i) it is aware of the provisions of Section 3700 of 2719 the California Labor Code that require every employer to be insured against liability for Workers' 2720 Compensation or to undertake self-insurance in accordance with the provisions of that Code; (ii) in the 2721 performance of the Services, Contractor shall not, in any manner, employ any person or contract with any 2722 person so that any part of this Agreement is so performed by such person would be subject to the workers' 2723 compensation laws of the State of California unless and until Contractor gives City a certificate of consent 2724 to self-insure or a certificate of Workers' Compensation Insurance Coverage; and (iii) in the event Contractor 2725 hires any subcontractor who has employees to perform the any part thereof, then Contractor shall either 2726 require the subcontractor to obtain Workers' Compensation Insurance Coverage, or must obtain Workers' 2727 Compensation Insurance Coverage for the subcontractor's employees. Before commencing performance 2728 under this Agreement, Contractor shall provide to the City evidence of any Workers' Compensation 2729 Insurance Coverage required by or for this Agreement, and all such coverage shall be endorsed with a 2730 waiver of subrogation in favor of City for all work performed by Contractor, its employees, its agents, and its 2731 subcontractors.
2732 30.04 Employment & Labor Practices. Contractor shall indemnify and hold harmless City and its 2733 elected officials, officers, employees, servants, designated volunteers, and agents serving as independent 2734 contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of

Clayton Agreement Final 071023 Page 79 of 99
2735 any nature to the extent arising from Contractor's personnel and labor practices. All duties of Contractor 2736 under this paragraph shall survive termination of this Agreement. 2737 30.05 Subcontractors. Contractor shall not subcontract any portion of this Agreement without the 2738 prior written approval of the City Manager. Contractor is fully responsible to City for the performance of any 2739 and all subcontractors, if any, and shall require any subcontractors to maintain all applicable federal, state, 2740 and local licenses required for the work they are assigned to perform. Contractor shall require any 2741 subcontractors performing work in the City to enter into a written contract that requires such subcontractors 2742 to agree they are independent contractors and have no other agency relationship with City. 2743 Article 31. Exempt Waste
2744 31.01 Contractor is not required to Collect or dispose of Exempt Waste but may offer such 2745 services. All such Collection and disposal of Exempt Waste is not regulated under this Agreement, but if 2746 provided by Contractor must be in strict compliance with all Applicable Laws. 2747 Article 32. Independent Contractor
2748 32.01 In the performance of services pursuant to this Agreement, Contractor is an independent 2749 contractor and not an officer, agent, servant or employee of City. Contractor will have exclusive control of 2750 the details of the services and work performed and over all persons performing such services and work. 2751 Contractor is solely responsible for the acts and omissions of its officers, agents, employees, contractors, 2752 and subcontractors, if any. Neither Contractor nor its officers, employees, agents, contractors, or 2753 subcontractors will obtain any right to retirement benefits, Workers Compensation benefits, or any other 2754 benefits which accrued to City employees and Contractor expressly waives any claim to such benefits. 2755 32.02 Subcontractors. Contractor will require all subcontractors performing work in the City to 2756 enter into a contract containing the provisions set forth in the preceding subsection in which contract the 2757 subcontractor agrees that Contractor and subcontractor are independent contractors and have no other 2758 agency relationship with City.
2759 Article 33. Laws to Govern
2760 33.01 The law of the State of California governs the rights, obligations, duties and liabilities of 2761 City and Contractor under this Agreement and govern the interpretation of this Agreement. 2762 Article 34. Consent to Jurisdiction
2763 34.01 The parties agree that any litigation between City and Contractor concerning or arising out 2764 of this Contract must be filed and maintained exclusively in the Superior Courts of Contra Costa County, 2765 State of California, or in the United States District Court for the Central District of California to the fullest 2766 extent permissible by law. Each party consents to service of process in any manner authorized by California 2767 law.

Clayton Agreement Final 071023 Page 80 of 99
2768 Article 35. Assignment
2769 35.01 No assignment of this Agreement or any right occurring under this Agreement may be 2770 made in whole or in part by Contractor without the express prior written consent of the City. City will have 2771 full discretion to approve or deny, with or without cause, any proposed or actual assignment by the 2772 Contractor. Any assignment of this Agreement made by Contractor without the express written consent of 2773 the City will be null and void and will be grounds for City to declare a default of this Agreement and 2774 immediately terminate this Agreement by giving written notice to Contractor, and upon the date of such 2775 notice Contract will be deemed immediately terminated, and upon such termination all liability of City under 2776 this Contract to Contractor will cease, and City will have the right to call the performance bond and will be 2777 free to negotiate with other contractors, for the services that are the subject of this Agreement. In the event 2778 of any assignment approved by City, the assignee must fully assume all the liabilities of Contractor by way 2779 of an assignment and assumption agreement. Notwithstanding the above, an assignment to an affiliate of 2780 Contractor may be undertaken upon notice to City, but without the requirement for its approval. For purposes 2781 of this provision, “affiliate” means any person or legal entity that, directly or indirectly, controls, is controlled 2782 by, or is under common control with Contractor. Upon notification to the City, Contractor shall provide to the 2783 City a payment of $150,000 for the city to perform its due diligence related to the requested Assignment. 2784 35.02 The use of a subcontractor to perform services under this Contract will not constitute 2785 delegation of Contractor’s duties if Contractor has received prior written authorization from the Agreement 2786 Administrator to subcontract such services and the Agreement Administrator has approved a subcontractor 2787 who will perform such services. Contractor will be responsible for directing the work of Contractor’s 2788 subcontractors and any compensation due or payable to Contractor’s subcontractor will be the sole 2789 responsibility of Contractor. The Agreement Administrator will have the right to require the removal of any 2790 approved subcontractor for reasonable cause.
2791 Article 36. Compliance with Laws
2792 36.01 In the performance of this Contractor, Contractor must comply with all Applicable Laws, 2793 including, without limitation, the Clayton Municipal Code. 2794 36.02 City shall provide written notice to Contractor of any planned amendment of the Clayton 2795 Municipal Code that would substantially affect the performance of Contractor’s services pursuant to this 2796 Agreement. Such notice must be provided at least thirty (30) calendar days prior to the City Council’s 2797 approval of such an amendment.
2798 Article 37. Permits and Licenses
2799 37.01 Contractor shall obtain, at its own expense, all permits, and licenses required by law or 2800 ordinance and maintain same in full force and effect throughout the term of this Agreement. Contractor must 2801 provide proof of such permits, licenses or approvals and must demonstrate compliance with the terms and 2802 conditions of such permits, licenses, and approvals upon the request of the Agreement Administrator.

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2803 37.02 The Contractor must have a valid City Business Tax Certificate throughout the term of the 2804 Franchise Agreement.
2805 Article 38. Ownership of Written Materials
2806 38.01 Contractor hereby grants City a non-exclusive license as to all reports, documents, 2807 brochures, public education materials, and other similar written, printed, electronic or photographic materials 2808 developed by Contractor at the request of City or as required under this Agreement, and intended for public 2809 use, without limitation or restrictions on the use of such materials by City. Contractor may not use such 2810 materials that specifically reference City for other purposes without the prior written consent of the 2811 Agreement Administrator. This Article 38 does not apply to ideas or concepts described in such materials 2812 and does not apply to the format of such materials. 2813 Article 39. Waiver
2814 39.01 Waiver by City or Contractor of any breach for violation of any term covenant or condition 2815 of this Agreement will not be deemed to be a waiver of any other term, covenant or condition or any 2816 subsequent breach or violation of the same or of any other term, covenant, or condition. The subsequent 2817 acceptance by City of any fee, tax, or any other monies which may become due from Contractor to City will 2818 not be deemed to be a waiver by City of any breach for violation of any term, covenant, or condition of this 2819 Agreement.
2820 Article 40. Prohibition Against Gifts
2821 40.01 Contractor represents that Contractor is familiar with City’s prohibition against the 2822 acceptance of any gift by a City officer or designated employee. Contractor may not offer any City officer or 2823 designated employee any gifts prohibited by the City. 2824 Article 41. Point of Contact
2825 41.01 The day-to-day dealings between Contractor and City will be between Contractor and the 2826 Agreement Administrator.
2827 Article 42. Notices
2828 42.01 Except as provided in this Agreement, whenever either party desires to give notice to the 2829 other, it must be given by written notice addressed to the party for whom it is intended, at the place last 2830 specified and to the place for giving of notice in compliance with the provisions of this Section. For the 2831 present, the parties designate the following as the respective persons and places for giving of notice:
2832 As to the City:
2833 ________________

Clayton Agreement Final 071023 Page 82 of 99
2834 ________________
2835 ________________
2836 As to the Contractor:
2837 ________________
2838 ________________
2839 ________________
2840 42.02 Notices will be effective when received at the address as specified above. Changes in the 2841 respective address to which such notice is to be directed may be made by written notice. 2842 42.03 Notice by City to Contractor of a Collection or other Service Recipient problem or complaint 2843 may be given to Contractor orally by telephone at Contractor’s local office or email with confirmation sent to 2844 Contractor through the Customer Service System by the end of the Workday. 2845 Article 43. Transition to Next Contractor
2846 43.01 In the event Contractor is not awarded an extension or new contract to continue to provide 2847 Collection Services following the expiration or early termination of this Agreement, Contractor will cooperate 2848 fully with City and any subsequent contractors to assure a smooth transition of services described in this 2849 Agreement. Such cooperation will include but not be limited to transfer of computer data, files and tapes; 2850 providing routing information, route maps, vehicle fleet information, and list of Service Recipients; providing 2851 a complete inventory of all Collection Containers; providing adequate labor and equipment to complete 2852 performance of all Collection Services required under this Agreement; taking reasonable actions necessary 2853 to transfer ownership of carts and bins, as appropriate, to City; including transporting such containers to a 2854 location designated by the Agreement Administrator; coordinating Collection of Materials set out in new 2855 containers if new containers are provided for a subsequent Agreements and providing other reports and 2856 data required by this Agreement.
2857 Article 44. Contractor’s Records
2858 44.01 Contractor shall keep and preserve, during the Term of this Agreement, full, complete, and 2859 accurate financial and accounting records, pertaining to cash, billing, and disposal transactions for the 2860 franchise area, prepared on an accrual basis in accordance with generally accepted accounting principles. 2861 These records and reports are necessary for the City to properly administer and monitor the Agreement and 2862 to assist the City in meeting the requirements of the Act. The Contractor shall keep and preserve, during the 2863 Term of this Agreement, and for a period of not less than four (4) years following expiration or other 2864 termination hereof or for any longer period required by law, full, complete, and accurate records as indicated 2865 in the Agreement.

Clayton Agreement Final 071023 Page 83 of 99
2866 44.02 Any records or documents required to be maintained pursuant to this Agreement must be 2867 made available for inspection or audit for the purposes set forth in Section 14.09.3, at any time during regular 2868 business hours, upon written request by the Agreement Administrator, the City Attorney, City Auditor, City 2869 Manager, or a designated representative of any of these officers. Copies of such documents will be provided 2870 to City electronically, available to City for inspection at the local Contractor office, or an alternate site if 2871 mutually agreed upon.
2872 44.02.1 .
2873 44.03 Where City has reason to believe that such records or documents may be lost or discarded 2874 in the event of the dissolution, disbandment or termination of Contractor’s business, City may, by written 2875 request or demand of any of the above-named officers, require that custody of the records be given to City 2876 and that the records and documents be maintained in City Hall. Access to such records and documents will 2877 be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor2878 in-interest. 2879 Article 45. Entire Agreement
2880 45.01 This Agreement and the attached Exhibits constitute the entire Agreement and 2881 understanding between the parties, and the Agreement will not be considered modified, altered, changed, 2882 or amended in any respect unless in writing and signed by the parties. 2883 Article 46. Severability
2884 46.01 If any provision of this Agreement or the application of it to any person or situation is to any 2885 extent held invalid or unenforceable, the remainder of this Agreement and the application of such provisions 2886 to persons or situations other than those as to which it is held invalid or unenforceable, will not be affected, 2887 will continue in full force and effect, and will be enforced to the fullest extent permitted by law. 2888 Article 47. Right to Require Performance
2889 47.01 The failure of City at any time to require performance by Contractor of any provision of this 2890 Agreement will in no way affect the right of City thereafter to enforce same. Nor will waiver by City of any 2891 breach of any provision of this Agreement be taken or held to be a waiver of any succeeding breach of such 2892 provision or as a waiver of any provision itself.
2893 Article 48. All Prior Agreements Superseded
2894 48.01 This Agreement incorporates and includes all prior negotiations, correspondence, 2895 conversations, agreements, and understandings applicable to the matters contained in this Agreement and 2896 the parties agree that there are no commitments, agreements or understandings concerning the subject 2897 matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation Clayton Agreement Final 071023 Page 84 of 99
2898 from the terms of this Agreement will be predicated upon any prior representations or agreements, whether 2899 oral or written.
2900 Article 49. Headings
2901 49.01 Headings in this document are for convenience of reference only and are not to be 2902 considered in any interpretation of this Agreement. 2903 Article 50. Exhibits
2904 50.01 Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Each 2905 such Exhibit is a part of this Agreement, and each is incorporated by this reference. In the event of any 2906 conflicts between this Agreement and the Exhibits, then this Agreement shall take priority. 2907 Article 51. Attorney’s Fees
2908 51.01 If litigation is brought by a party in connection with this Agreement, the prevailing party will 2909 be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, 2910 incurred by the prevailing party in the exercise of any of its rights or remedies under this Agreement or the 2911 enforcement of any of the terms, conditions, or provisions of this Agreement. 2912 Article 52. Effective Date
2913 52.01 This Agreement will become effective when it is properly executed by City and Contractor 2914 and Contractor will begin Collection Services under this Agreement as of July 1, 2023. 2915
Clayton Agreement Final 071023 Page 85 of 99
2916 IN WITNESS WHEREOF, City and Contractor have executed this Agreement on the respective 2917 date(s) below each signature.
2918 CITY OF CLAYTON ALLIED WASTE SYSTEMS, INC.
2919 A General Law City
2920 By: ________________________ By: ________________________ 2921
2922
2923 Title: _______________________ By: _____________________________ 2924
2925
2926 ATTEST: ____________________ By: __________________________ 2927 City Clerk
2928 APPROVED AS TO FORM
2929 City Attorney _____________________________
2930 Secretary
2931 By: _________________________
2932
Exhibit 1

Clayton Agreement Final 071023 Page 92 of 99
2941 Exhibit 2
2942 List of City Properties and Service Levels
Site Bin Size Number of Bins Frequency Commodity
City Corporate Yard
City Hall
2943
2944
Clayton Agreement Final 071023 Page 93 of 99
2945 Exhibit 3
2946 Collection Container Specifications
E4.01 Cart Specifications.

E4.01.1 All new or replacement Carts must be manufactured with a minimum twenty percent (20%) post-consumer recycled material content and come with a ten (10) year warranty against defects.

E4.01.2 Carts must be constructed with material that resists deterioration from ultraviolet radiation and be incapable of penetration by household pets or small wildlife when lids are fully closed.

E4.01.3 Contractor must provide Carts having an approximate volume of 20, 32, 64 and 96 gallons. Actual cart volume may vary by +/- 10% depending on manufacturer.

E4.01.4 Carts must include wheels and handles that accommodate ease of movement by ablebodied persons, have heavy duty wheels, attached hinged lids, and be designed to be resistant to inadvertent tipping due to high winds.

E4.01.5 Carts must include lids that continuously overlap the Cart body so as to prevent the intrusion of rainwater and minimize odors. The lids would be of a design and weight so as to prevent the Cart body from tilting backward when flipping the lid open.

E4.01.6 Carts must be capable of being lifted into the Collection Vehicle without damage or distortion under normal usage.

E4.01.7 Carts be hot-stamped, embossed, or labeled/decaled with the company name, a unique identification number (i.e., serial number for carts), weight limit, and images of the type of materials to be Collected. All Carts shall also contain instructions for proper usage. If any of the above is accomplished via labels or decals, such labels or decals must be maintained and/or replaced as necessary throughout the term to maintain a near new appearance.

E4.01.8
E4.02 Bin Specifications.

E4.02.1 Bins must be constructed of heavy metal or heavy plastic and must be watertight, well painted, in good condition and without rust or dents.

E4.02.2 Wheels, forklift slots, and other appurtenances, which are designed for movement, loading, or unloading of the container, must be maintained in good repair.

E4.02.3 Contractor must provide Bins having an approximate volume of 1, 2, 3, 4, and 8-cubic yards.

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E4.02.4 Bins must have the name and phone number of Contractor on the exterior so as to be visible when the Bin is placed for use.

E4.02.5 Each Bin must be labeled with a listing of materials that may and may not be placed in a particular Bin type, and each Bin must include a conspicuous warning” Bins must be labelled in English and Spanish.

E4.02.6 Bid lids must be constructed of metal or heavy plastic, so as to minimize the intrusion of rainwater and minimize odors. Locking bins will be provided upon request at the rate set forth in Exhibit 1.

E4.02.7 Bins must be capable of being lifted into the Collection Vehicle without damage under normal usage.

E4.02.8 Bins must meet all applicable colors and labeling specifications as set forth by CalRecycle (
E4.03 Roll-off Container Specifications.

Roll-off specifications shall be the same as Bin specifications E4.02.1 through E4.02.6, and E4.02.8.

Roll-offs shall be provided in sizes 10, 20, 30, 40 cubic yards. Compactors shall be available in sizes 10, 20,35, 40 cubic yards.

E4.04 Kitchen Food Waste Pails
Contractor is responsible for the purchase and distribution of fully assembled and functional Kitchen Food Waste Pails to SFD and MFD Service Units in the Service Area, including to new Service Units that are added to Contractor’s Service Area during the term of this Agreement. The initial distribution of Kitchen Food Waste Pails must be completed no later than April 1, 2024 along with educational outreach materials as approved by City and will be provided at no additional charge (one (1) pail per Dwelling Unit).

E4.05 Containers End of Life
Collection Containers must be recycled at the end of their useful life.

E4.06 Containers Purchase
2947

Clayton Agreement Final 071023 Page 95 of 99
2948
2949 Exhibit 4
2950 Administrative Charges and Penalties
Item
Amount if Not Cured
in 30 Days
If Cured in 30
Days
a. Failure to respond to each complaint within three (3) Work Days of receipt of complaint. $100 per incident per Service Recipient. b. Failure to maintain call center hours as required by this Agreement. $100 per day. -0-
c. Failure to submit to City all reports by the deadlines required under the provisions of this Agreement. $100 per day. -0- d. Failure to include all parts of quarterly and annual reports specified in Sections 0 and 19.03 in the submitted report $100 per day. -0- e. Failure to submit to City all payments by the deadlines required under the provisions of this Agreement.
1% of the total amount due if fees are 1
– 10 days late; and 10% of the total
amount due if fees are more than 10
days late.
f. Failure for Collection Container to be compliant with specifications of Exhibit 4.
$50.00/each Collection
Container not
compliant.
-0-
g. Failure for Collection Container to be compliant with SB 1383 labeling requirements.
$50.00/each Collection
Container not
compliant.
-0-
h. Failure to display Contractor’s name and customer
service phone number on Collection Vehicles.
$100 per incident per
day.
-0-
i. Failure to Collect a missed collection Container by close of the next Work Day upon notice to Contractor, that
exceeds twenty (20) in any Calendar Year.
$1,000 per Calendar
year, plus $10 per
incident per day.
-0-
j. Failure to repair or replace damaged Containers within the time required by this Agreement, that exceeds twenty (20) in any Calendar year.
$1,000 per Calendar year, plus $10 per
incident per day.
k. Failure to maintain collection hours as required by this Agreement. $100 per day. -0-
l. Failure to have Contractor personnel in Contractorprovided uniforms. $25 per day per employee.
-0-

Clayton Agreement Final 071023 Page 96 of 99
Item
Amount if Not Cured
in 30 Days
If Cured in 30
Days
m
.

Failure of Contractor to follow Recyclable Materials and Organic Waste Contamination and Overage procedures
as set forth under Section 5.07 and 5.13.
$100/day for failure to
implement correction
plan.

Submit for
approval to
City and
implement
plan of
correction to
City within 30
days.
n. Vehicle fluid leak incidents from the same Contractor Collection Vehicle in excess of three (3) during a calendar year.
$1,500 per
incident in
excess of
three (3)
o. Failure of Contractor to provide proof of performance bond as required by this Agreement Agreement Default $500 per day p. Failure of Contractor to provide proof of insurance as required by this Agreement Agreement Default $500 per day r. Failure to Collect holiday trees on Collection Days. $25 per day. -0- s. Failure to commence service to a new Service Recipient within seven (7) days after order. $150 per day -0-
t. Failure to initially respond to a Service Recipient
complaint within one (1) business day.
$50.00 per failure to
resolve customer
complaint or request
-0-
u. Failure to Perform Public Education and Outreach Tasks $100 per incident per day.
-0-
2951

Clayton Agreement Final 071023 Page 97 of 99
2952 Exhibit 5
2953 City-Approved Processing and Disposal Facilities
2954 The City has approved the following Disposal Facilities, Organic Waste Processing Facilities, Material 2955 Recycling Facilities, and Transfer Stations to manage the specified services and otherwise assist the 2956 Contractor in the performance of the requirements of the Agreement. The Maximum Services Rates in 2957 Exhibit 1 assume all material is delivered to the approved facility. Any City-directed changes to any other 2958 non-approved facility will be considered a City-directed change in accordance with Section 27.01. The 2959 capabilities and capacities of such facilities may change during the term of this Agreement; as such City 2960 reserves the right to redirect materials to alternate facilities in accordance with any such changes. no 2961 Disposal Facility
2962
Approved City Facilities
SWIS
Number Site Name County
Enforcement Agency
(LEA/EA)

2963
2964 Transfer and Processing Facilities
2965
Approved City Facilities
SWIS
Number Site Name County
Enforcement Agency
(LEA/EA)

2966
2967

Clayton Agreement Final 071023 Page 98 of 99
2968 Exhibit 6
2969 Acceptable Recyclable and Organic Waste Materials
2970 Recyclable Materials include but are not limited to:
2971
Aluminum cans
Aerosol cans
Aseptic containers
Brochures
Cardboard
Cereal boxes
Computer paper
Coupons
Envelopes
Frozen food boxes and trays
Glass bottles/jars
Glass cosmetic bottles
Junk mail
Laundry bottles
Magazines/catalogs
Newspaper
Paper
Paper tubes
Phone books
Pizza boxes-clean only
Plastic containers #1-#7
Plastic film
Plastic milk jugs
Plastic bags
Tin cans
Tissue boxes
Wrapping paper
2972
2973 Organic Waste Materials include but are not limited to:
2974
Small Branches
Grass
Leaves
Plants
Food Scraps
Egg Shells
Meat and bone
Coffee filters and grounds

Clayton Agreement Final 071023 Page 99 of 99
Weeds
Brush
Untreated wood
Waxed Cardboard
Napkins
Paper towels
Paper plates and cups
Pizza Boxes
Paper Egg cartons
2975
City of Clayton
Republic Extension
July 18, 2023
AGENDA

1. SB 1383 Overview

2. Background on Contract

3. Rate Proposal

4. Restated Agreement
Senate Bill (SB) 1383:
 Sets statewide mandates for
organics recovery efforts
 Builds on prior law to
incrementally reduce disposal
of organic waste
 Requires all generators to be
provided organic waste recycling
services
 Edible food recovery
 City obligated by CalRecycle
CAP to meet deadlines
WHAT ARE ORGANICS?
→ Food
→ Green waste
→ Landscape & Pruning
Organic Textiles Carpets
→ Paper products
→ Printing/ Writing paper
→ Lumber
→ Wood
→ Manure
→ Digestate
→ Biosolids
→ Sludges

BACKGROUND

BACKGROUND
THAT’S TWO-THIRDS

OF OUR WASTE
STREAM!

CALIFORNIA GENERATES

APPROXIMATELY
20-23 MILLION TONS

OF ORGANIC WASTE

EVERY YEAR
Food
18%
Other
Organics
19%
Lumber
12%
Paper
18%
NONORGANIC

WASTE EDIBLE
FOOD

IN CALIFORNIA, MILLIONS ARE

FOOD INSECURE

CALIFORNIA THROWS AWAY

5.6 MILLION TONS

OF FOOD WASTE EVERY
YEAR!
1 IN 8 CALIFORNIANS
1 IN 5 CHILDREN

BACKGROUND
Landfilled Organic Waste Emits
Methane Gas
A Super Pollutant
More Powerful than C02
Methane Gas Contributes to
Climate Change in California

BACKGROUND
Provide Organics
Collection to All
Monitor Compliance
and Conduct
Enforcement
Secure Access to Edible and
Recycling Food Recovery
Capacity
Procure Recyclable
and Recovered
Organic Products
Establish Edible
Food Recovery
Program
Conduct Education &
Outreach to
Community
Most requirements match and expand upon AB 1826
Local Agency Responsibilities
Corrective Action Plan & AB 1826
Corrective Action Plan provides additional
time for compliance
 Most actions require amendment to contract
Edible food recovery program
Procurement
Organics service roll-out
 AB 1826 covered businesses received organics
service
 Remainder of businesses to be evaluated for
waivers or provided service
Contract Background
August 2011 Contract
 2 optional 6-month extensions via December
amendment
 Current extension through June 30, 2023
Three-container system provided
 Organic waste (yard trimmings) sent for beneficial
reuse at landfill
 SB 1383 requires yard trimmings & food waste to
be diverted
Cart colors
Residential Rate
Comparison
$-
$20.00
$40.00
$60.00
$80.00
$100.00
$120.00
$140.00
$160.00
$180.00
32 Gallon 64 Gallon 96 Gallon
Rate Proposal
 10-year extension request
 SB 1383 required programs covered
 Republic asked for 25.51% increase
 City countered by removing replacement of
residential carts.
 Proposed one-time increase of 19.89%,
comprising approximately of:
 Costs for sending organics to processing ~ 12%
 Changes in recycling markets ~2%
 Labor and equipment for organics service ~3%
 Compost giveaway, Recyclist software, bin lids,
outreach flyers, negotiations reimbursement ~2%
 Clayton’s residential rates after increase still
competitive with surveyed communities
Rate Proposal
Container Size Current Rate 2024 Rate $ Increase
20 gallon $31.32 $37.34 $6.02
32 gallon $33.14 $39.52 $6.38
64 gallon $48.11 $57.47 $9.36
96 gallon $52.41 $62.62 $10.21
Restated Agreement
 Republic Agreement Restated
⎻ Modernized provisions
⎻ Restatement would not change other requirements
 Will facilitate meeting Unfunded State
Mandate requirements
Restated Agreement
 Hauler Responsibilities
⎻ Base level of service is garbage, recycling, and organics • Universal roll-out by January 1, 2024
• Residential food waste by December 31, 2024
⎻ Outreach, education inspection for all generators
⎻ Container compliance (costs deferred)
• All new containers meet new color and labeling standards • Current containers will not meet
• Commercial bins will meet by 12/24
⎻ Route reviews & contamination tagging
⎻ Evaluation of waivers & recommendation to City
⎻ Edible food generator identification
⎻ Compost giveaways
⎻ Reporting
• State reporting
• Reporting on non-compliance to City
Example of Martinez colors
Restated Agreement
 City Responsibilities
⎻ Recordkeeping & Reporting to CalRecycle
⎻ Coordinated Outreach, Engagement, and
Education
⎻ Edible Food Recovery Program
⎻ Procurement
• Recycled content & recyclable paper
• Compost/mulch
⎻ Issuance of Notices of Violation and penalties
Questions &
Comments
[Type here] Agenda Item: 8(b)

STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: Larry Theis, City Engineer
DATE: July 18, 2023
SUBJECT: Approve Funding Agreement between Contra Costa Transportation Authority and City of Clayton for Cost Sharing Commitments to Design and Construct the Countywide Smart Signals Project

RECOMMENDATION
City staff recommends the City Council approve the proposed Funding Agreement between Contra Costa Transportation Authority and City of Clayton for Cost Sharing Commitments to Design and Construct the Countywide Smart Signals Project.

BACKGROUND
Approximately every 3 to 4 years, the federal government appropriates transportation funding through the Federal Highway Administration which trickles down through the state then to the Metropolitan Transportation Commission (MTC) for the Bay Area. MTC distributes these federal transportation funds through a program called One Bay Area Grant, which is in its third iteration (OBAG3) for projects that improve safety, spur economic development, and help the Bay Area meet climate change and air quality improvement goals.

The Contra Costa Transportation Authority (CCTA) is the regional congestion management agency which determines the best use of these funds for Contra Costa County. With OBAG3, CCTA took a more regional approach by splitting the funding into two major groups: 1) competitively selected Active Transportation and Safety (ATS) projects and; 2) pursuing a regional Countywide SMART signal upgrade project. Since more OBAG3 funding at the MTC level was being competitively allocated between the nine counties, CCTA determined it was necessary to pursue a regional project as opposed to having each city pursuing its own local project. The City of Clayton was not situated to be competitive for the ATS projects due to its minimal public transportation, having no planned Complete Streets projects, and lack of Priority Development Area and Local Roads Safety Plan. Clayton’s benefit from OBAG3 funding will be for the signal upgrades along Clayton Road at the intersections of Washington Blvd., St. Bonaventure Church entrance, El Camino Drive, and Mitchell Canyon Road.

DISCUSSION
CCTA will be the lead agency to upgrade traffic signal communication systems at 328 intersections within Contra Costa County on behalf of all the 19 cities and unincorporated communities located along major arterials streets designated as Routes of Regional Subject: Funding Agreement between CCTA and City of Clayton for Countywide Smart Signals Project Date: July 18, 2023

Page 2 of 2 ends

Clayton City CouncilJuly 18, 2023

Clayton City Council
July 18, 2023