Clovis City Council
February 4, 2025

Service Agreement
continuous coverage shall be required at any time that the Contractor changes to a new 1854 carrier prior to receipt of any payments due. 1855

4. Contractor shall declare all aggregate limits on the coverage before commencing 1856 performance of this Agreement, and City’s Risk Manager reserves the right to require 1857 higher aggregate limits to ensure that the coverage limits required for this Agreement as 1858 set forth above are available throughout the performance of this Agreement. 1859

5. The deductibles or self-insured retentions are for the account of Contractor and shall be 1860 the sole responsibility of Contractor. 1861

6. Each insurance policy shall provide or be endorsed to state that coverage shall not be 1862 suspended, voided, canceled by either Party, reduced in coverage or in limits except after 1863 thirty (30) calendar days prior written notice by certified mail, return receipt requested, 1864 has been given to City Contract Manager ten (10) Business Days for delinquent insurance 1865 premium payments). 1866

7. Insurance must be placed with insurers with a current A.M. Best’s rating of no less than 1867 A-VII, or with a surplus line carrier appearing on the List of Approved Surplus Line Insurers, 1868 (“LASLI”) with a Best’s Key Rating Guide of at least A: X. Insurers, and corresponding 1869 policies required by this Section, must also comply with all other aspects of City Council 1870 Policy # 70. 1871

8. The policies shall cover all activities of Contractor, its officers, employees, agents and 1872 volunteers arising out of or in connection with this Agreement. 1873

9. For any claims relating to this Agreement, Contractor’s insurance coverage shall be 1874 primary, including as respects City, its officers, agents, employees , and volunteers. Any 1875 insurance maintained by City shall apply in excess of, and not contribute with, insurance 1876 provided by Contractor’s liability insurance policy. 1877

10. Contractor shall waive all rights of subrogation against City, its officers, employees, 1878 agents, and volunteers. 1879
C. Endorsements. Prior to the Effective Date pursuant to this Agreement, Contractor shall furnish 1880 City Contract Manager with certificates or original endorsements reflecting coverage required by 1881 this Agreement. The certificates or endorsements are to be signed by a Person authorized by that 1882 insurer to bind coverage on its behalf. All certificates or endorsements are to be received by, and 1883 are subject to the approval of, City Risk Manager before work commences. 1884 D. Renewals. During the Term of this Agreement, Contractor shall furnish City Contract Manager 1885 with certificates or original endorsements reflecting renewals, changes in insurance companies , 1886 and any other documents reflecting the maintenance of the required coverage throughout the 1887 entire Term of this Agreement . The certificates or endo rsements are to be signed by a P erson 1888 authorized by that insurer to bind coverage on its behalf. 1889 E. No Cap on Indemnity. The minimum amounts of coverage described in this Section 9.2 will not 1890 constitute any limitations or cap on Contractor’s indemnification obligations under this 1891 Agreement. 1892
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F. Workers' Compensation. Contractor shall provide workers’ compensation coverage as required 1893 by State law and shall comply with Section 3700 of the State Labor Code. 1894

9.3 PERFORMANCE BOND 1895
Within seven (7) calendar days of City's notification to Contractor that City has executed this Agreement, 1896 Contractor shall file a bond with City, payable to City, securing Contractor's performance of its obligations 1897 under this Agreement. If deemed necessary by City, such bond will be renewed annually so that the 1898 performance of bond is maintained at all times during the Term. The principal sum of the bond shall be 1899 Five Hundred Thousand Dollars $500,000 . The bond shall be executed as surety by a corporation 1900 authorized to issue surety bonds in the State of California that has a rating of A or better in the most 1901 recent edition of Best’s Key Rating Guide, and that has a record of service and financial condition 1902 satisfactory to City. The bond shall be in the form approved by City’s Risk Manager. 1903 ARTICLE 10. 1904
DEFAULT AND REMEDIES 1905

10.1 EVENTS OF DEFAULT 1906
All provisions of the Agreement are considered material. Each of the following shall constitute an event 1907 of default. 1908
A. Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit upon City. 1909 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 1910 upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding. 1911 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force the workers’ 1912 compensation, insurance coverage required by Section 9.2, or indemnification coverage as 1913 required by this Agreement. 1914
D. Violations of Regulation. Contractor violates any orders or filings issued by a regulatory body 1915 having authority over the Contractor concerning this Agreement, and City reasonably determines 1916 that the violation is material . If Contractor contests any such orders or filings by appropriate 1917 proceedings conducted in good faith, and the regulatory body determines no violation occurred, 1918 no breach or default of this Agreement shall be deemed to have occurred. 1919 E. Violations of Applicable Law. Contractor violates Applicable Law relative to this Agreement , 1920 which violation City reasonably determines is material. 1921 F. Failure to Perform Direct Services. Contractor ceases to provide Collection, Transportation, or 1922 Processing services as required under this Agreement for a period of two (2) consecutive calendar 1923 days or more, for any reason within the control of Contractor. 1924 G. Failure to Report. Contractor fails to provide City with required information, reports, and/or 1925 records in a timely manner as provided for in the Agreement. 1926 H. Acts or Omissions. Any other act or omission by Contractor which violates the terms, conditions, 1927 or requirements of this Agreement, or Applicable Law and which is not corrected or remedied 1928 352
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within the time set in the written notice of the violation. Additionally, an event of default occurs 1929 if Contractor cannot reasonably correct or remedy the breach within the time set forth in a notice 1930 of violation, or if Contractor fails to commence to correct or remedy such violation within the time 1931 set forth in such notice and diligently effect such correction or remedy thereafter. 1932 I. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to City by 1933 Contractor in connection with or as an inducement to entering into this Agreement, or any future 1934 amendment to this Agreement, which proves to be false or misleading in any material respect as 1935 of the time such representation or disclosure is made, whether or not any such representation or 1936 disclosure appears as part of this Agreement. Additionally, a default occurs if any Contractor -1937 provided report contains a misstatement, misrepresentation, data manipulation, or an omission 1938 of fact or content explicitly defined by the Agreement, excepting non -numerical typographical 1939 and grammatical errors. 1940
J. Seizure or Attachment. There is a seizure of, attachment of, or levy on, some or all of Contractor’s 1941 operating equipment, including without limits its equipment, maintenance or office facilities, 1942 Approved Facility(ies), or any part thereof. 1943
K. Suspension or Termination of Service. There is any termination or suspension of the transaction 1944 of business by Contractor related to this Agreement, including without limit, due to labor unrest 1945 including strike, work stoppage or slowdown, sick -out, picketing, or other concerted job action 1946 lasting more than two (2) calendar days. 1947
L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of criminal 1948 activity related directly or indirectly to performance of this Agreement or any other agreement 1949 held with City. 1950
M. Assignment without Approval. Contractor transfers or assigns this Agreement without the 1951 expressed written approval of City, unless the assignment is permitted without City approval 1952 pursuant to Section 12.6. 1953
N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a 1954 proposal for new services or changes to services or fails to implement a change in service as 1955 requested by the City as specified in Section 3.5. 1956 O. Failure to Complete Transition. Contractor fails to complete the tasks identified in Contractor’s 1957 Implementation Plan as specified in Exhibit G. 1958
P. Failure to Implement Collection Program. Contractor fails to implement a Collection program 1959 that complies with the requirements of Article 4 and Exhibit B, which is essential for City to achieve 1960 compliance with SB 1383. 1961
Q. Failure to Provide Processing Capacity. Contractor fails to provide adequate Processing capacity 1962 in accordance with Articles 4 and 5, which is essential for City to achieve compliance with SB 1383. 1963 R. Failure to Achieve Processing Standards. Contractor fails to achieve the Processing standards 1964 specified in Articles 4 and 5 including achievement of minimum Organic Waste recovery rates, 1965 which are essential for City to achieve SB 1383 compliance. 1966 353
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S. Failure to Comply with Other Requirements of SB 1383. Contractor fails to comply with other 1967 requirements of the Agreement including, but not limited to, public education, reporting, 1968 contamination monitoring, recordkeeping and reporting, or other obligations of this Agreement 1969 that delegate City’s responsibility and/or authority under SB 1383 to the Contractor. 1970 T. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under 1971 this Agreement, which City reasonably determines is material. 1972 City shall provide Contractor written notice of default within seven (7) calendar days of City’s first 1973 knowledge of the Contractor’s default. 1974

10.2 CONTRACTOR’S RIGHT TO CURE; RIGHT TO TERMINATE UPON EVENT OF 1975 DEFAULT 1976
Contractor shall be given ten (10) Business Days from written notification by City Contract Manager to 1977 cure any default which, in City Contract Manager’s sole opinion, creates a potential public health and 1978 safety threat. 1979
Contractor shall be given ten (10) Business Days from written notification by City Contract Manager to 1980 cure any default arising under subsections C, E, F, I, J, and K in Section 10.1. However, City shall not be 1981 obligated to provide Contractor with a notice and cure opportunity if Contractor has committed the same 1982 or similar breach/default within a twenty-four (24) month period. 1983 Contractor shall be given thirty (30) calendar days from written notification by City Contract Manager to 1984 cure any other default (which is not required to be cured within ten (10) Business Days). Furthermore, if 1985 Contractor cannot reasonably cure a default within the applicable period described in this section, except 1986 for defaults that create a potential health and safety threat, and Contractor promptly commences the 1987 cure or remedy within the initial cure period and thereafter diligently pursues the cure or remedy to 1988 completion, Contractor shall not be in default of this Agreement. However, City shall not be obligated to 1989 provide Contractor with a notice and cure opportunity if the Contractor has committed the same or similar 1990 breach/default within a twenty-four (24) month period. 1991

10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1992
Upon Contractor’s default, City has the following remedies in the event of Contractor default: 1993 A. Waiver of Default. City may waive any event of default or may waive Contractor’s requirement 1994 to cure a default event if City determines that such waiver would be in the best interest of the 1995 City. City’s waiver of an event of default is not a waiver of future events of default that may have 1996 the same or similar conditions. 1997
B. Suspension of Contractor’s Obligation. City may suspend Contractor’s performance of its 1998 obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 1999 time the Contractor can provide assurance of performance in accordance with Section 10.8. 2000 C. Liquidated Damages. City may assess Liquidated Damages for Contractor’s failure to meet specific 2001 performance standards pursuant to Section 10.6 and Exhibit F. 2002 D. Termination. The City Contract Manager may, in their sole discretion, set a public hearing for the 2003 354
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City Council to determine whether to terminate this Agreement. Subject to Contractor’s right to 2004 cure as described in Section 10.2, such termination hearing must be set if a default remains 2005 uncured thirty (30) calendar days after receipt of written notice of default from the City. Such 2006 termination hearing must also be set if a Contractor’s default is not cured within ten (10) calendar 2007 days and the default: 2008

1. Creates a potential public health and safety threat; or 2009

2. Arises under Section 10.1.C, E, F, I, J, or K. 2010
If City terminates this Agreement based on the adopted findings of the termination hearing, City 2011 Contract Manager shall first provide written notice to Contractor twenty (20) calendar days before 2012 the date of termination. Contractor shall thereafter be relieved on a going -forward basis of all 2013 liabilities and obligations required by this Agreement, except for Section 9.1 and any other 2014 provisions specifically identified to survive termination of this Agreement. Upon expiration of the 2015 twenty (20) day notice, City may, in its sole discretion: 2016

1. Directly undertake performance of the services; or 2017

2. Arrange with other Persons to perform the services with or without a written 2018 agreement; or 2019

3. Permit Contractor to continue operating under this Agreement including 2020 Contractor’s Compensation until such time that City is able to find substitute 2021 services. 2022
This right of termination is in addition to any other rights upon a failure of Contractor to perform 2023 its obligations under this Agreement. 2024
Contractor shall not be entitled to any further revenues from Collection operations authorize d 2025 hereunder from and after the date of termination. 2026
E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 2027 limit City from any and all other remedies at law and in equity including injunctive relief, etc. 2028

10.4 POSSESSION OF RECORDS UPON TERMINATION 2029
In the event of termination for an event of default, Contractor shall furnish City Contract Manager with 2030 immediate access to all of its business records , including without limitation , Proprietary Contractor 2031 computer systems, related to its Customers , Collection routes, and billing of accounts for Collection 2032 services. 2033

10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 2034 City's rights to terminate the Agreement under Section 10.2 and to take possession of Contractor's records 2035 under Section 10.4 are not exclusive, and City's termination of the Agreement and/or the imposition of 2036 Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall be in addition 2037 to any and all other legal and equitable rights and remedies which City may have. 2038 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 2039 lead time required to effect alternative service; and, the rights granted by City to Contractor, the remedy 2040 of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive relief 2041 355
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(including but not limited to specific performance). 2042

10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 2043
A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, 2044 if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City 2045 as a result of a breach by Contractor of its obligations under this Agreement. The factors relating 2046 to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 2047 substantial damage results to members of the public who are denied services or denied quality or 2048 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 2049 the benefits of the Agreement to individual members of the general public for whose benefit this 2050 Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of 2051 measurement in precise monetary terms; (iii) that exclusive services might be available at 2052 substantially lower costs than alternative services and the monetary loss resulting from denial of 2053 services or denial of quality or reliable services is impossible to calculate in precise monetary 2054 terms; and, (iv) the termination of this Agreement for such breaches, and other remedies are, at 2055 best, a means of future correction and not remedies which make the public whole for past 2056 breaches. 2057
B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 2058 further acknowledge that consistent, reliable Collection services are of utmost importance to City 2059 and that City has considered and relied on Contractor's representations regarding its quality-of-2060 service commitment in awarding the Agreement to it. The Parties recognize that some quantified 2061 standards of performance are necessary and appropriate to ensure consistent and reliable service 2062 and performance. The Parties further recognize that if Contractor fails to achieve the performance 2063 standards or fails to submit required documents in a timely manner, City and its residents and 2064 businesses will suffer damages, and that it is, and will be, impractical and extremely difficult to 2065 ascertain and determine the exact amount of damages which City will suffer. Therefore, without 2066 prejudice to City’s right to treat such non-performance as an event of default under this Section, 2067 the Parties agree that the Liquidated Damages amounts established in Exhibit F of this Agreement 2068 and the Liquidated Damage amounts therein represent a reasonable estimate of the amount of 2069 such damages considering all of the circumstances existing on the Effective Date of this 2070 Agreement, including the relationship of the sums to the range of harm to City that reasonably 2071 could be anticipated and the anticipation that proof of actual damages would be costly or 2072 impractical. 2073
Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 2074 the Performance Standards and Liquidated Damages, Exhibit F. 2075 Before assessing Liquidated Damages, City Contract Manager shall give Contractor notice of City’s 2076 intention to do so . The notice will include a brief description of the incident(s) and non -2077 performance. City Contract Manager may review (and make copies at City’s own expense) all 2078 information in the possession of Contractor relating to incident(s) and/or non-performance. City 2079 Contract Manager may, within ten (10) Business Days after issuing the notice, request a meeting 2080 with Contractor. City Contract Manager may present evidence of non-performance in writing and 2081 through testimony of City’s employees and others relevant to the incident(s) and 2082 nonperformance. City Contract Manager will provide Contractor with a written explanation of 2083 356
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their determination on each incident(s) and non-performance prior to authorizing the assessment 2084 of Liquidated Damages under this Section 10.6. 2085
C. Amount. City Contract Manager may assess Liquidated Damages for each calendar day or event, 2086 as appropriate, that Contractor is determined to be liable in accordance with this Agreement in 2087 the amounts specified in Exhibit F subject to annual adjustment described below. 2088 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City Contract 2089 Manager within ten (10) Business Days of the date the Liquidated Damages are assessed. If they 2090 are not paid within the ten (10) Business Day period, City Contract Manager may proceed against 2091 the performance bond required by the Agreement, order the termination (subject to the 2092 provisions of Section 10.2) of the rights granted by this Agreement, or all of the above. 2093

10.7 EXCUSE FROM PERFORMANCE 2094
The Parties understand and agree herein that the services provided under this Agreement are critical to 2095 the protection of public health and safety and that Contractor is expected to perform these services 2096 despite the occurrence of events that may otherwise give rise to Force Majeure conditions. The Parties 2097 herein agree that the obligations for excuse from performance under this Agreement should and do have 2098 a higher standard than the general law understanding of Force Majeure. In particular, a Party shall be 2099 excused from performing their obligations hereunder and from any obligation to pay Liquidated Damages 2100 if they are prevented from so performing by reason of floods, earthquakes, other acts of nature, war, civil 2101 insurrection, riots, acts of any domestic government (including judicial action), and other similar 2102 catastrophic events which are beyond the control of and not the fault of the Party claiming excuse from 2103 performance hereunder. However, performance shall only be excused if the Party requesting relief from 2104 performance can specifically demonstrate that the performance of a specific obligation is impossible and 2105 shall only be excused from those requirements which are demonstrated to be impossible. All other 2106 performance obligations that remain possible, shall be required to continue. 2107 2108
Labor unrest, including but not limited to strike, work stoppage or slowdown, sick-out, picketing, or other 2109 concerted job action conducted by Contractor’s employees or directed at Contractor or its selected 2110 facilities is not an excuse from performance and Contractor shall be obligated to continue to provide 2111 service notwithstanding the occurrence of any or all of such event. 2112 The Party claiming excuse from performance shall, within two (2) calendar days after such Party has notice 2113 of such cause, give the other Party notice of the facts constituting such cause and asserting its claim to 2114 excuse under this Section. 2115
If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 2116 each other for any damages sustained thereby. 2117
The partial or complete interruption or discontinuance of Contractor's services caused by one (1) or more 2118 of the events described in this Article shall not constitute a default by Contractor under this Agreement . 2119 Notwithstanding the foregoing, however, if Contractor is excused from performing its obligations 2120 hereunder for any of the causes listed in this Section for a period of five (5) calendar days or more, City 2121 shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) 2122 Business Days’ notice to Contractor, in which case the provisions of Section 10.4 shall apply. 2123 357
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10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 2124
The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 2125 members of the public residing or doing business within City who will be adversely affected by interrupted 2126 waste management service, that there be no material interruption in services provided under this 2127 Agreement. 2128
Contractor has agreed to guaranty Contractor’s performance of this Agreement. The Guaranty is being 2129 provided concurrently with Contractor’s execution of this Agreement and shall run for the Term of the 2130 Agreement and any options. 2131
If Contractor : (i) is the subject of any labor unrest including work stoppage or slowdown, sick -out, 2132 picketing or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to 2133 regularly pay its bills as they become due; or , (iii) is the subject of a civil or criminal judgment or order 2134 entered by a Federal, State, regional or local agency for violation of an Applicable Law, and City believes 2135 in good faith that Contractor ’s ability to perform under the Agreement has thereby been placed in 2136 substantial jeopardy, City may, at its sole option and in addition to all other remedies it may have, demand 2137 from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form 2138 and substance as City believes in good faith is reasonably necessary in the circumstances to evidence 2139 continued ability to perform under the Agreement . If Contractor fails or refuses to provide satisfactory 2140 assurances of timely and proper performance in the form and by the date required by City, such failure or 2141 refusal shall be an event of default for purposes of Section 10.1. 2142 Contractor agrees that if it fails to begin Collection services on or before August 1, 2025, and said failure 2143 to begin Collection service on time is not due to any default by City or is not excused under Section 10.7, 2144 then Contractor shall pay City (or City may deduct from Contractor’s payments) damages of $2,000.00 per 2145 calendar day until the service is started or this Agreement is terminated for default.10.9 City’s Right to 2146 Perform Service 2147
In the event that Contractor, for any reason whatsoever, fails, refuses or is unable to Collect, or Process 2148 any or all Recyclable Materials and/or Organic Materials which it is required by this Agreement to Collect 2149 at the time and in the manner provided in this Agreement, for a period of more than five (5) consecutive 2150 Working Days, and if, as a result thereof, Recyclable Materials and/or Organic Materials should 2151 accumulate in the City to such an extent, in such a manner, or for such a time that City Manager should 2152 find that such accumulation endangers or menaces the public health, safety or welfare, then City shall 2153 have the right, but not the obligation, upon one (1) Working Day's, prior written notice to Contractor 2154 during the period of such emergency as determined by City Manager, (1) to perform, or cause to be 2155 performed, such services itself with its own, the Contractor’s, or other personnel without liability to 2156 Contractor; and/or (2) to take possession of any or all of Contractor’s land, equipment and other property 2157 used by Contractor under this Agreement in the Collection and Processing of Recyclable Materials and 2158 Organic Materials, and to use such property to Collect and Process any Recyclable Materials and/or 2159 Organic Materials generated within the City which Contractor would otherwise be obligated to Collect 2160 and Process pursuant to this Agreement. 2161
Notice of Contractor’s failure, refusal or neglect to Collect and Process Recyclable Materials and/or 2162 Organic Materials may be given orally by telephone to Contractor at its principal office and shall be 2163 effective immediately. Written confirmation of such oral notification shall be sent to Contractor within 2164 one (1) Working Day of the oral notification. 2165
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Contractor further agrees that in such event: 2166
A. It will take direction from City to affect the transfer of possession of property to City for City's use. 2167 B. It will, if City so requests, keep in good repair and condition all of such property, provide all motor 2168 vehicles with fuel, oil and other service, and provide such other service as may be necessary to 2169 maintain said property in operational condition. 2170
C. City may immediately engage all or any personnel necessary or useful for the Collection and 2171 Processing of Recyclable Materials and Organic Materials, including, if City so desires, employees 2172 previously or then employed by Contractor, Contractor’s further agrees, if City so requests, to 2173 furnish City the services of any or all management or office personnel employed by Contractor 2174 whose services are necessary or useful for Recyclable Materials and Organic Materials Collection 2175 and Processing operations and for the billing and Collection of fees for these services. 2176 City agrees that it assumes complete responsibility for the proper and normal use of such equipment and 2177 facilities while in its possession. 2178
If the interruption or discontinuance in service is caused by any of the reasons listed in Section 10.7 (i.e., 2179 Contractor’s failure to perform is excused), City shall pay to Contractor the reasonable rental value less 2180 the cost of maintenance and repair of the equipment and facilities, possession of which is taken by City, 2181 for the period of City's possession, if any, which extends beyond the period of time for which Contractor 2182 has rendered bills in advance of service, for the class of service involved. 2183 Except as otherwise expressly provided in the previous paragraph, City's exercise of its rights under this 2184 Article 10; (1) does not constitute a taking of private property for which compensation must be paid; (2) 2185 will not create any liability on the part of City to Contractor; and (3) does not exempt Contractor from the 2186 indemnity provisions of Article 9, which are meant to extend to circumstances arising under this Section, 2187 provided that Contractor is not required to indemnify City against claims and damages arising from the 2188 sole negligence of City, its officers, employees and agents in the operation of Collection vehicles during 2189 the time City has taken possession of such vehicles. 2190 In the event of dispute between the City Contract Manager and the Contractor regarding the 2191 interpretation of or the performance of services under this Agreement which results in a material impact 2192 to the Contractor’s revenue and/or cost of operations, the provisions of this Section 10.9 shall apply. 2193 A. Meet and Confer. In the event of disputes regarding the performance of any obligation under this 2194 Agreement which results in a material impact to the Contractor’s revenue and/or cost of 2195 operations, the City and Contractor agree that they promptly will meet and confer to attempt to 2196 resolve the matter between themselves. 2197
B. Mediation. If disputes which arise under this Agreement cannot be resolved satisfactorily 2198 between the Parties in accordance with Section 10.9, the City and Contractor agree that such 2199 disputes shall be submitted to mandatory, non -binding mediation by a mutually agreed upon 2200 independent third party. 2201
C. Period of Time. Insofar as allowed by Applicable Law, the period otherwise applicable for filing 2202 claims against the City under Applicable Law shall be tolled during the period of time for which 2203 meet and confer or mediation procedures are pending, in accordance with Sections 10.9.A and 2204 359
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10.9.B. 2205
D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2206 pursuant to Sections 10.9.A, 10.9.B, and 10.9.C have failed and any necessary claim(s) have been 2207 denied. 2208
ARTICLE 11. 2209
REPRESENTATIONS AND WARRANTIES OF 2210
THE PARTIES 2211
The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2212 Article. 2213

11.1 CONTRACTOR’S CORPORATE STATUS 2214
Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 2215 State. It is qualified to transact business in the State and has the power to own its properties and to carry 2216 on its business as now owned and operated and as required by this Agreement. 2217

11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2218
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement . 2219 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2220 law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement . 2221 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2222 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of Contractor. 2223

11.3 AGREEMENT WILL NOT CAUSE BREACH 2224
To the best of Contractor’s and City’s knowledge after reasonable investigation, the execution or delivery 2225 of this Agreement or the performance by either Party of their obligations hereunder does not conflict 2226 with, violate, or result in a breach: (i) of any Applicable Law; or, (ii) any term or condition of any judgment, 2227 order, or decree of any court, administrative agency or other governmental authority, or any agreement 2228 or instrument to which Contractor or City is a party or by which Contractor or any of its properties or 2229 assets are bound, or constitutes a default hereunder. 2230

11.4 NO LITIGATION 2231
To the best of Contractor ’s and City’s knowledge after reasonable investigation, there is no action, suit, 2232 proceeding or investigation, at law or in equity, before or by any court or governmental authority, 2233 commission, board, agency or instrumentality decided, pending or threatened against either Party 2234 wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would: 2235 A. Materially adversely affect the performance by Party of its obligations hereunder; 2236 B. Adversely affect the validity or enforceability of this Agreement; or, 2237 C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 2238 360
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guaranteeing Contractor's performance under this Agreement. 2239

11.5 NO ADVERSE JUDICIAL DECISIONS 2240
To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no judicial 2241 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2242

11.6 NO LEGAL PROHIBITION 2243
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2244 on the date that Party signed this Agreement that would prohibit the performance of either their 2245 obligations under this Agreement and the transactions contemplated hereby. 2246

11.7 CONTRACTOR’S ABILITY TO PERFORM 2247
Contractor possesses the business, professional, and technical expertise to perform all services, 2248 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. 2249 Contractor possesses the ability to secure equipment, facility, and employee resources required to 2250 perform its obligations under this Agreement. 2251
ARTICLE 12. 2252
OTHER AGREEMENTS OF THE PARTIES 2253

12.1 RELATIONSHIP OF PARTIES 2254
The Parties intend that Contractor shall perform the services required by this Agreement as an 2255 independent Contractor engaged by City and neither as an officer nor employee of City, nor as a partner 2256 or agent of, or joint venture with, City. No employee or agent of Contractor shall be, or shall be deemed 2257 to be, an employee or agent of City. Contractor shall have the exclusive control over the manner and 2258 means of performing services under this Agreement, except as expressly provided herein. Contractor shall 2259 be solely responsible for the acts and omissions of its officers, employees, Subcontractors and agents . 2260 Neither Contractor nor its officers, employees, Subcontractors , and agents shall obtain any rights to 2261 retirement benefits, workers ’ compensation benefits, or any other benefits which accrue to City 2262 employees by virtue of their employment with City. 2263

12.2 COMPLIANCE WITH LAW 2264
Contractor shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of the 2265 United States, the State , County, and City and with all applicable regulations promulgated by Federal, 2266 State, regional or local administrative and regulatory agencies, now in force and as they may be enacted, 2267 issued or amended during the Term. 2268

12.3 GOVERNING LAW 2269
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2270 State. 2271
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12.4 JURISDICTION 2272
Any lawsuits, at law or in equity, between the Parties arising out of this Agreement shall be filed in a court 2273 of competent jurisdiction in the County. With respect to venue, the Parties agree that this Agreement is 2274 made in and will be performed in the County. The Parties waive all provisions of law providing for a change 2275 of venue in these proceedings to any other county. 2276

12.5 BINDING ON SUCCESSORS 2277
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2278 permitted assigns of the Parties. 2279

12.6 ASSIGNMENT 2280
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2281 to any other Person without the prior written consent of the other Party . Any such assignment made 2282 without the consent of the other Party shall be void and the attempted assignment shall constitute a 2283 material breach of this Agreement. 2284
For purposes of this Section, “assignment” shall include, but not be limited to: (i) a sale, exchange or other 2285 transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to service 2286 under this Agreement to a third party; (ii) a sale, exchange or other transfer of ten percent (10%) or more 2287 of the local, regional, and/or corporate assets, stock, or ownership of Contractor to a Person (other than 2288 a transfer of shares in Contractor by the owner of such shares to a revocable trust for the benefit of his 2289 family or to another owner of shares in Contractor) except that no cumulative sale, exchange, or transfer 2290 of shares may exceed twenty percent (20%) during the Term of the Agreement (other than a transfer of 2291 shares in Contractor by the owner of such shares to a revocable trust for the benefit of his family or to 2292 another owner of shares in Contractor) ; (iii) any reorganization, consolidation, merger, recapitalization, 2293 stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other 2294 transaction to which Contractor or any of its shareholders is a party which results in a change of ownership 2295 or control of ten percent (10%) or more of the value or voting rights in the local, regional, and/or corporate 2296 stock of Contractor; (iv) divestiture of an Affiliate (e.g., trucking company, materials recov ery facility, 2297 Transfer station , etc.) used by Contractor to fulfill its obligations under this Agreement; and, (v) any 2298 combination of the foregoing (whether or not in related or contemporaneous transactions) which has the 2299 effect of any such transfer or change of local, regional, and/or corporate ownership and/or control of 2300 Contractor. For purposes of this Section, the term “proposed assignee ” shall refer to the proposed 2301 transferee(s) or other successor(s) in interest pursuant to the assignment. 2302 Notwithstanding any of the foregoing, Contractor may assign this Agreement with out City’s consent to 2303 another wholly owned subsidiary of [Contractor name]. provided that the transferee subsidiary receives 2304 substantially all the assets, management, and personnel of Contractor and such assignment is not part of 2305 a planned merger with or conveyance to a party that is not a wholly owned subsidiary of [Contractor 2306 name]. 2307
Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and 2308 businesses, and that City has selected Contractor to perform the services specified herein based on : (i) 2309 Contractor's experience, skill , and reputation for conducting its Recyclable Materials and Organic 2310 Materials management operations in a safe, effective, and responsible fashion, at all times in keeping with 2311 applicable waste management laws, regulations , and good waste management practices ; and, (ii) 2312 362
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Contractor's financial resources on a local, regional, and/or corporate level to maintain the required 2313 equipment and to support its indemnity obligations to City under this Agreement. City has relied on each 2314 of these factors, among others, in choosing Contractor to perform the services to be rendered by 2315 Contractor under this Agreement. 2316
If Contractor requests City’s consideration of and consent to an assignment, City may deny or approve 2317 such request in its sole discretion at a regularly scheduled meeting of the City Council. No request by 2318 Contractor for consent to an assignment need be considered by City unless and until Contractor has met 2319 requirements A – E below. The City may, in its sole discretion, waive one (1) or more of the following 2320 requirements: 2321
A. On the date the Contractor submits a written request for City’s written consent of an assignment, 2322 Contractor shall pay the City a Transfer fee in the amount of one percent (1%) of the Gross 2323 Receipts for the most-recently completed Rate Period. 2324 B. Contractor shall pay City its actual expenses for attorneys’, consultants’, accountants’ fees, staff 2325 time, and investigation costs necessary to investigate the suitability of any proposed assignee, 2326 and to review and finalize any document required as a condition for appro ving any such 2327 assignment. Such payment shall be required regardless of the ultimate determination of the City 2328 regarding the approval or denial of the assignment . Upon submittal of Contractor’s request for 2329 assignment to City, Contractor shall submit an initial deposit of one hundred thousand dollars 2330 ($100,000) for this purpose. 2331
C. Contractor shall furnish City with reviewed financial statements of the proposed assignee's 2332 operations for the immediately preceding three (3) operating years. 2333 D. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten 2334 (10) years of Recyclable Materials and Organic Materials management experience on a scale equal 2335 to or exceeding the scale of operations conducted by Contractor under this Agreement; (ii) that 2336 in the last five (5) years, the proposed assignee has not suffered any citations or other censure 2337 from any Federal, State or local contractor having jurisdiction over its waste management 2338 operations due to any significant failure to comply with State, Federal or local waste management 2339 laws and that the assignee has provided City with a complete list of such citations and censures; 2340 (iii) that the proposed assignee has at all times conducted its operations in an environmentally 2341 safe and conscientious fashion; (iv) that the proposed assignee conducts its operations and 2342 management practices in accordance with sound waste management practices in full compliance 2343 with all Federal, State, and local laws regulating the Collection, Transportation, Processing and 2344 Disposal of Recyclable Materials and Organic Materials; and, (v) that any other information 2345 required by City demonstrates that the proposed assignee can fulfill the terms of this Agreement 2346 in a timely, safe and effective manner. 2347
E. Contractor shall provide the City with any and all additional records or documentation which, in 2348 the City Contract Manager’s sole determination, would facilitate City’s review of the proposed 2349 assignment. 2350
Under no circumstances shall any proposed assignment be considered by City if Contractor is in default at 2351 any time during the period of consideration . If, in City Contract Manager’s sole determination, there is 2352 any doubt regarding the compliance of the Contractor with the Agreement, City Contract Manager may 2353 require an audit of the Contractor’s compliance and the costs of such audit shall be paid by Contractor in 2354 363
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advance of the performance of said audit. 2355

12.7 NO THIRD-PARTY BENEFICIARIES 2356
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 2357 party to bring an action to enforce any of its terms. 2358

12.8 WAIVER 2359
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 2360 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 2361 violation of the same or any other provision . The subsequent acceptance by either Party of any monies 2362 which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 2363 or violation by the other Party of any provision of this Agreement. 2364

12.9 NOTICE PROCEDURES 2365
All notices, demands, requests, proposals, approvals, consents, and other communications, which this 2366 Agreement requires, authorizes or contemplates, shall be in writing and shall either be personally 2367 delivered to a representative of the Parties at the address below or deposited in the United States mail, 2368 first class postage prepaid, addressed as follows: 2369 If to City: 2370
City of Clovis 2371
Attn: Public Utilities Director 2372
155 N Sunnyside Ave. 2373
Clovis Ca 93611City, State Zip Code 2374
2375
City of Clovis 2376
Attn: City Manager 2377
1033 Fifth St. Street Address 2378
Clovis ca 93612City, State Zip Code 2379
2380
City of Clovis 2381
Attn: 2382
Street Address 2383
City, State Zip Code 2384
2385
With a copy to: 2386
City of Clovis 2387
Attn: 2388
Street Address 2389
City, State Zip Code 2390
2391
If to Contractor: 2392
[Contractor’s Point of Contact] 2393
[Contractor Name] 2394
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[Street Address] 2395
[City, State Zip code] 2396
[Telephone number] 2397
2398
With a copy to: 2399
[Contractor’s General Counsel’s Office] 2400
[Contractor’s Attorney] 2401
[Street Address] 2402
[City, State Zip code] 2403
2404
The address to which communications may be delivered may be changed from time to time by a notice 2405 given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2406 or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 2407 provide email notification to the other Party that notice has been deposited in the mail, however such 2408 email notification shall not constitute official notice. 2409

12.10 REPRESENTATIVES OF THE PARTIES 2410
References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 2411 by City except as otherwise provided in this Section 12.10. Each reference to an act performed by, or 2412 obligation of “City Contract Manager” in this Agreement is itself a delegation of authority from the City. 2413 City may delegate, in writing, further authority to the City Contract Manager and/or to other City officials 2414 and may permit such officials, in turn, to delegate in writing some or all of such authority to subordinate 2415 officers. The Contractor may rely upon actions taken by such delegates if they are within the scope of the 2416 authority properly delegated to them. 2417
The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 2418 the representative of the Contractor in all matters related to the Agreement and shall inform City in 2419 writing of such designation and of any limitations upon their authority to bind the Contractor . City may 2420 rely upon action taken by such designated representative as actions of the Contractor unless they are 2421 outside the scope of the authority delegated to them by the Contractor as communicated to City. 2422 ARTICLE 13. 2423
MISCELLANEOUS AGREEMENTS 2424

13.1 ENTIRE AGREEMENT 2425
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2426 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2427 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2428 construed against any Party on the basis of drafting . This Agreement may be amended only by an 2429 agreement in writing, signed by each of the Parties hereto. 2430

13.2 SECTION HEADINGS 2431
The article headings and section headings in this Agreement are for convenience of reference only and 2432 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2433 365
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provisions. 2434

13.3 REFERENCES TO LAWS 2435
All references in this Agreement to laws and regulations shall be understood to include such laws as they 2436 may be subsequently amended or recodified, unless otherwise specifically provided herein. 2437

13.4 AMENDMENTS 2438
This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2439

13.5 SEVERABILITY 2440
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2441 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2442 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2443 herein. 2444

13.6 COUNTERPARTS 2445
This Agreement may be executed in counterparts, each of which shall be considered an original. 2446

13.7 EXHIBITS 2447
Each of the Exhibits identified as Exhibit “A” through “H” is attached hereto and incorporated herein and 2448 made a part hereof by this reference. Except as described in Article 8 related to Exhibit G, in the event of 2449 a conflict between the terms of this Agreement and the terms of an Exhibit, the terms of this Agreement 2450 shall control. In the event of a conflict between Exhibit G1 or G6, and any other Exhibit(s), such other 2451 Exhibit(s) shall control. 2452
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IN WITNESS WHEREOF, this Agreement is entered by the Parties hereto in City of Clovis, California on the 2453 day and year first above written. 2454
City of Clovis
A Municipal Corporation “CITY”
“CONTRACTOR”

[Mayor’s Name]
Mayor
Signature Date

Print Name of Signatory

[City Manager’s Name] Date
City Manager
Title of Signatory

The Foregoing Agreement Has been
Reviewed and Approval Is Recommended:

Signature Date

[Public Utilities Director

Print Name of Signatory

Title of Signatory

APPROVED AS TO FORM:

[City Attorney’s name] Date
City Attorney
__City___ Business License #
Resolution Number XXXX-XXX
ATTEST: Approved by City Council

[City Clerk’s Name] Date
City Clerk

2455
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EXHIBIT A:

DEFINITIONS

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DEFINITIONS
Exhibit A
Page A-1
For purposes of this Agreement, unless a different meaning is clearly required, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be capitalized throughout this Agreement:
“AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 341]), also commonly referred to as “AB 341”, as amended, supplemented, superseded, and replaced from time to time.
“AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time.
“AB 1826” means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. “Agreement” means this Agreement between City and Contractor, including all exhibits, and any future amendments hereto.
“Applicable Law” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, and Processing of Recyclable Materials, Organic Materials, and Solid Waste that are in force on the Effective Date and as may be enacted, issued or amended during the Term of this Agreement. Applicable Law includes, but is in no way limited to, AB 939, AB 341, AB 1826, and SB 1383. “Approved Facility(ies)” means any one of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; and/or Designated Transfer Facility. “Approved Processing Facility(ies)” means any one of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; or, Approved Transfer Facility.
“Approved Organic Materials Processing Facility” {Note to proposers: to be updated based on selected facilities} means [Facility Name] at [Complete Address] which is owned and operated by__________. “Approved Recyclable Materials Processing Facility” {Note to proposers: to be updated based on selected facilities} means the [Facility Name] at [Facility Address] , which is owned and operated by____________.
“Approved Transfer Facility” {Note to proposers: to be updated based on selected facilities} means the [Facility Name] at [Facility Address], which is owned and operated by____________. 369
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DEFINITIONS
Exhibit A
Page A-2
“Bin” means a Container with capacity of approximately one (1) to six (6)) cubic yards, with a hinged lid, and with wheels ( where appropriate), that is serviced by a front or rear end-loading Collection vehicle, including Bins with Compactors attached to increase the capacity of the Bin. “Business Days” mean days during which the City offices are open to do business with the public. “California Code of Regulations (CCR)” means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).
“CalRecycle” means California's Department of Resources Recycling and Recovery. “Cardboard” means corrugated fiberboard consisting of a fluted corrugated sheet and one (1) or two (2) flat linerboards, as is often used in the manufacture of shipping containers and corrugated boxes.

Cardboard is a subset of Recyclable Materials.
“Cart” means a plastic Container with a hinged lid and wheels that is serviced by an automated or semi - automated Collection vehicle. A Cart has capacity of 20, 35, 64 or 96 gallons (or similar volumes). “City” means the City of Clovis, a municipal corporation, and all the territory lying within its boundaries as presently existing or as such boundaries may be modified during the Term of this Agreement. “Change in Law” means any of the following events or conditions that has a material and adverse effect on the performance by the Parties of their respective obligations under this Agreement (except for payment obligations):
a. The enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the Effective Date; or,
b. The order or judgment of any governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of City or of the Contractor, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence. “City Council” means the duly elected representative council, or its successor municipal governing body, of the City.
“City Contract Manager” means City delegate who is responsible for the administrative management of this Agreement, or their designee.
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DEFINITIONS
Exhibit A
Page A-3
“City Manager” means the City Manager or designee with the authority to carry out the City’s responsibilities under this Agreement.
“Collect” or “Collection” (or any variation thereof) means the act of taking possession of Recyclable Materials, Organic Materials, Solid Waste, Bulky Items, and other material at the place of generation in City.
“Commencement Date” means the date specified in Section 2.1 when Collection, Transportation, and Processing services required by this Agreement shall be provided. “Commercial” shall mean of, from , or pertaining to non -Residential Premises where business activity is conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing, and industrial operations, but excluding businesses conducted upon Residential property which are permitted under applicable zoning regulations and are not the primary use of the property. “Commercial Edible Food Generator” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators, or as otherwise specified by 14 CCR Section 18982(a)(7). “Community Composting” means any activity that Composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on-site at any one time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8).
“Compostable Plastics” or “Compostable Plastic ” means plastic materials that meet the ASTM D6400 standard for Compostability.
“Compactor” means a mechanical apparatus that compresses materials together with the Container that holds the compressed materials or the Container that holds the compressed materials if it is detached from the mechanical compaction apparatus. Compactors include two (2) to six (6) cubic yard Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to fifty (50) cubic yard Drop Box Compactors serviced by roll-off Collection vehicles.
“Complaint” shall mean each written or orally communicated statement made by any Person, whether to City or Contractor, alleging: (1) non-performance, or deficiencies in Contractor’s performance, of its duties under this Agreement; (2) a violation by Contractor of this Agreement; or, (3) an SB 1383 Non-Compliance Complaint.
“Composting” or “Compost” (or any variation thereof) includes a controlled biological decomposition of Organic Materials yielding a safe and nuisance free Compost product. 371
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DEFINITIONS
Exhibit A
Page A-4
“Construction and Demolition Debris (C&D)” includes discarded building materials, packaging, debris, and rubble resulting from construction, alteration, remodeling, repair , or demolition operations on any pavements, excavation projects, houses, Commercial buildings, or other structures , excluding Excluded Waste. C&D includes rocks, soils, tree remains, and other Yard Trimmings which results from land clearing or land development operations in preparation for construction. “Container(s)” mean Bins, Carts, Compactors, and Drop Boxes. “Contractor” means ______ organized and operating under the laws of the State and its officers, directors, employees, agents, companies, related-parties, affiliates, subsidiaries, and Subcontractors. “Contractor’s Compensation” means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement as described in Article 8. “Contractor’s Government Liaison ” means the individual authorized by Contractor as described by Section 5.7.E.
“Contractor’s Proposal ” means the proposal submitted to City by Contractor on _[Insert Date when submittal date is finalized] for provision of Recyclable Materials and Organic Materials Collection , Processing, and marketing services and certain supplemental written materials, which are included as Exhibit G to this Agreement and are incorporated by reference. “Contractor’s Service Liaison” means the individual authorized by Contractor as described by Section

5.7.E.
“County” means the County of Fresno, a political subdivision of the State of California. “Courtesy Pick-Up Notice” means the Contractor’s notice to Customer(s) as described in Section 4.11.1.C and 4.12.C.
“Curb” or “ Curbside” (or any variation thereof) means the cornered edging between the street and sidewalk. Curb or Curbside also means and describes the location of a Collection Container for pick -up, where such Container is placed on the street or alley against the face of the Curb, or where no Curb exists, the Container is placed not more than five (5) feet from the outside edge of the street or alley nearest the property’s entrance.
“Customer” means the Person whom Contractor submits its billing invoice to and collects payment from for Collection services provided to a Premises. The Customer may be either the Occupant or Owner of the Premises.
“Customer Account Information Database” means the Customer Account Information Database as identified in Section 4.7 that shall be developed, maintained, and monitored in accordance with the requirements of this Agreement.
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DEFINITIONS
Exhibit A
Page A-5
“Customer Type ” means the Customer’s sector category including, but not limited to, Single -Family, Multi-Family, Commercial, and City.
“Discarded Materials” means Recyclable Materials, Organic Materials, and Solid Waste placed by a Generator in a receptacle and/or at a location for the purposes of Collection by Contractor , excluding Excluded Waste.
“Divert” or “Diversion” (or any variation thereof) means to prevent Discarded Materials from Disposal at landfill or transformation facilities, (including facil ities using incineration, pyroly sis, distillation, gasification, or biological conversion methods) through source reduction, reuse, Recycling, Composting, anaerobic digestion or other method of Processing, subsequent to the provisions of AB 939. Diversion is a broad concept that is to b e inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative (but not necessarily fully proven) techniques or technology that reduce Disposal risk, decrease costs and/or are for other reasons deemed desirable by the City. “Diversion Coordinator” means the individual authorized by Contractor as described by Section 5.7.E. “Disposal” or “Dispose” (or any variation thereof) means the final disposition of Discarded Materials, or Processing Residue at a Disposal Facility.
“Disposal Facility” means a landfill, or other facility for ultimate Disposal of Solid Waste. “Drop Box” means an open-top Container with a capacity of seven (7) to forty (40) cubic yards that is serviced by a roll-off Collection vehicle.
“Dwelling Unit” means any individual living unit in a; Single-Family dwelling (SFD) or Multi-Family dwelling (MFD) structure or building, a mobile home, or a motor home located on a permanent site intended for, or capable of being utilized for, Residential living other than a Hotel or Motel. “Edible Food” means food intended for human consumption. For the purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this definition, the definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement. “Effective Date” means the date on which the latter of the two Parties signs this Agreement. “Excluded Waste” means Hazardous Substance, Hazardous Waste, Infectious Waste, Designated Waste, volatile, corrosive, biomedical, infectious, biohazardous, and toxic substances or material, waste that Contractor reasonably believes would, as a result of or upon Disposal, be a violation of local, State or Federal law, regulation or ordinance, includi ng land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills, waste that in Contractor’s reasonable opinion would present a significant 373
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DEFINITIONS
Exhibit A
Page A-6
risk to human health or the environment, cause a nuisance or otherwise create or expose Contractor or City to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Wast e after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include Used Motor Oil and Filters, or household batteries when properly placed for Collection by Contractor as set forth in this Agreement.
“Electronic Waste” or “E-Waste" means discarded electronic equipment including, but not limited to, televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsim ile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices. Some E-Waste or components thereof may be Hazardous Waste or include Hazardous Substances and thus require special handling, Processing, or Disposal. “Extended Producer Responsibility Program” or “EPR Program ” means an environmental program or policy codified, enforced, and/or monitored by local, State, or Federal governments in which a producer’s, distributor’s, or retailer’s administra tive, financial, opera tional, and/or physical responsibility for a product is extended to the post-consumer stage of a product’s life cycle. Extended Producer Responsibility Programs may be implemented by individual producers, collec tive industry organi zations such as a producer responsibility organiza tion or Stewardship Organiza tion, or other regulated en tities specified under the program. Such programs may cover individual products or categories of products, using one (1) or more funding mechanisms, as defined in the regulation(s) establishing the program. “Federal” means belonging to or pertaining to the Federal government of the United States. “Flow Control” means City right to direct Discarded Materials to a facility of the City’s choosing. “Food Recovery” means actions to Collect and distribute food for human consumption which otherwise would be Disposed, or as otherwise defined in 14 CCR Section 18982(a)(24). “Food Recovery Organization” means an entity that primarily engages in the Collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities, including, but not limited to:

A. A food bank as defined in Section 113783 of the Health and Safety Code; B. A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and,
C. A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.
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DEFINITIONS
Exhibit A
Page A-7
If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement. “Food Recovery Service” means a Person or entity that Collects and Transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery; or as otherwise defined in 14 CCR Section 18982(a)(26). “Food Scraps " means those Discarded Materials that will decompose and/or putrefy including: (i) all kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking or handling of food stuffs; (iii) f ruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings and other Compostable Organic Waste common to the occupancy of Residential dwellings. Food Scraps are a subset of Food Waste. “Food-Soiled Paper” means Compostable paper material that has come in contact with Food Scraps or liquid, such as, but not limited to, Compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons.
“Food Waste” (Note to Proposers: Definition to be updated based on acceptance of Compostable Plastics) means Source Separated Food Scraps, Food -Soiled Paper, and Compostable Plastics. Food Waste is a subset of Organic Materials.
“Full Regulatory Compliance” means compliance with all applicable permits for any facility utilized by Contractor, such that the Contractor will at all time maintain the ability to fully comply with its obligations under this Agreement.
“Generator” means any Person whose act or process produces Discarded Materials as defined in the Public Resources Code, or whose act first causes Discarded Materials to become subject to regulation. “Gross Receipts” shall mean total cash receipts collected from Customers by the Contractor for the provision of services pursuant to this Agreement, without any deductions. Gross Receipts do not include revenues from the sale of Recyclable Materials.
“Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances", "hazardous materials", "Hazardous Wastes", "toxic waste", "pollutant", or "toxic substances" , or similarly identified as hazardous to human health or the environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) California Water Code §13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other Applicable Law 375
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DEFINITIONS
Exhibit A
Page A-8
currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s (PCBs), petroleum, natural gas, and synthetic fuel products, and by-products. “Hazardous Waste” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901 et seq .), all future amendments thereto, and all rules and regulations promulgated thereunder.
“Household Hazardous Waste” or “HHW” means Hazardous Waste generated at Residential Premises within the City. HHW includes: paint, stain, varnish, thinner, adhesives, auto products such as old fuel, Used Motor Oil and Filters, , batteries, household batteries, fluorescent bulbs, tubes, cleaners and sprays, pesticides, fertilizers and other garden products, needles, syringes, and lancets. Household Hazardous Waste is a subset of Hazardous Waste.
“Infectious Waste” means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities and other similar establishments that are identified in Health and Safety Code Section 25117.5 as may be amended from time to time.
“Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable standards of performance as described in Section 10.6 and Exhibit F. “Missed Collection Rebate” means the rebate payment to be provided by Contractor to a Customer in accordance with Section 5.13 for failure to Collect materials from a Customer Premises. “Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):

A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

B. Was produced at one or more of the following types of Facilities:

A Compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10); Guidance: Note that this criteria disallows Mulch produced from chipping and grinding operations to count toward fulfillm ent of a jurisdiction’s annual Organic Waste product procurement target; 376
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-9
A Transfer/Processing Facility or Transfer/Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7, Chapter 12; or,
A Solid Waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR, Division 2.
“Multi-Family” or “MFD” means any Residential Premises, other than a Single-Family Premises, with five (5) or more Dwelling Units used for Residential purposes (regardless of whether residence therein is temporary or permanent), including such Premises when combined in the same building with Commercial establishments, that receive centralized, shared, Collection service for all units on the Premises which are billed to one (1) Customer at one (1) address. Customers residing in Townhouses, mobile homes, condominiums, or other structures with five (5) or more Dwelling Units who receive individual service and are billed separately shall not be considered Multi -Family. Hotels and motels are not considered Multi - Family.
“Non-Collection Notice” means the notice as described in Section 4.11.1.D. “Occupant” means the Person who occupies a Premises.
“Organic Materials” means Yard Trimmings and Food Waste, individually or collectively. No Discarded Materials shall be considered to be Organic Materials, however, unless it is separated from Recyclable Materials and Solid Waste. Organic Materials are a subset of Organic Waste. “Organic Waste” means wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, Yard Trimmings, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively. “Overage” means (i) Recyclable Materials or Organic Materials exceeding its Container’s intended capacity such that the lid is lifted (or would be lifted if lowered) or (ii) Recyclable Materials or Organic Materials placed on top of or in the immediate vicinity of the Container, in bags or otherwise. “Owner” means the Person responsible for payment for Solid Waste services to the City at the Premises to which Recyclable Materials and Organic Materials Collection service is to be provided under this Agreement.
“Party” or “Parties” refers to the City and Contractor, individually or together. “Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal person. “Premises” means any land or building in the City where Recyclable Materials, Organic Materials, or Solid Waste are generated or accumulated.
377
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-10
“Processing” or “Process” means to prepare, treat, Recycle, or convert through some special method. “Processing Facility” means any plant or site used for the purpose of sorting, cleansing, treating or reconstituting Recyclable Materials for the purpose of making such material available for Recycling or reuse or the facility for the Processing and/or Composting of Organic Materials. “Prohibited Container Contaminants” means the following: (i) Discarded Materials placed in the Recyclable Materials Container that are not identified as acceptable Recyclable Materials for the City’s Collection program; (ii) Discarded Materials placed in the Organic Materials Container tha t are not identified as acceptable Organic Materials for the City’s Collection program; and, (iii) Excluded Waste placed in any Container.
“Proprietary Information” or “Proprietary” means that information provided by Contractor to the City which is protected from disclosure by the California Public Records Act and meets that definition of Proprietary Information. Nothing shall be considered Proprietary which is required to be submitted to the City in any report described in this Agreement. Contractor’s Customer lists for Customers served under this Agreement are specifically not considered Proprietary for the purposes of this Agreement, however, the City may protect such information from disclosure consistent with the provisions of the Public Records Act.
“Public Street” means all City-owned and maintained paved areas between the normal Curb line of a roadway, including public parking lots, roadway dividers, and medians. “Public Utilities Director” means the Public Utilities Director or designee with the authority to carry out the City’s responsibilities under this Agreement.
“Rate” means the maximum amount, expressed as a dollar unit, approved by the City that the Contractor or City may bill a Customer for providing services under this Agreement. A Rate has been established for each individual Service Level and the initial Rates for Rate Period Zero and Rate Period One are presented in Exhibit G. The Rates approved by City are the ma ximum Rate that Contractor may charge a Customer and Contractor may, in its sole discretion, charge any amount up to and including the maximum Rat e approved by the City.
“Rate Period” means a twelve (12) month period, commencing August 1 and concluding July 31. “Recyclable Materials” means those Discarded Materials that: the Generators set out in Recyclable materials Containers for Collection for the purpose of Recycling by the Contractor and that exclude Excluded Waste. No Discarded Materials shall be considered Recyclable Materials unless such material is separated from Organic Materials, and Solid Waste. Recyclable Materials shall include, but not be limited to: newspaper (including inserts, coupons, and store adverti sements); mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, telephone books, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, gable -top beverage containers, cereal, and other similar food boxes yet 378
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-11
excluding paper tissues, paper towels, paper with plastic coating, paper contaminated with food, wax paper, foil -lined paper and cartons, Tyvex non -tearing paper envelopes); chipboard; corrugated Cardboard; glass containers of any color (including brown, c lear, and green glass bottles and jars); aluminum (including beverage containers and small pieces of scrap metal); steel, tin , or bi-metal cans; mixed plastics such as plastic containers (no. one (1) to seven (7)), except expanded Polystyrene (EPS); bottles including containers made of HDPE, LDPE, or PET; film plastic (when clean, dry, and contained inside of a plastic bag); dry cell household batteries when placed on the Recycling Cart in a sealed heavy- duty plastic bag; and, those materials added by the Contractor from time to time. “Recycle” or “Recycling” means the process of sorting, cleansing, treating, and reconstituting at a Recyclable Materials Processing Facility materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for new, reused, or reconstituted products. Recycling includes processes deemed to constitute a reduction of landfill Disposal pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation as defined in Public Resources Code Section 40201. “Related‐Party Entity” means all businesses (including corporations, limited and general partnerships, and sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect ownership interests or common management shall be deemed to be affiliated with Contractor and included within the term “Related‐Party Entity” as used herein. A Related‐Party Entity shall include a business in which Contractor Owns a direct or indirect ownership interest, a business which has a direct or indirect ownership interest in Contractor and/or a business which is also owned, controlled, or managed by any business or individual which has a direct or indirect ownership interest in Contractor. For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal Revenue code of 1986, as in effect on the date of this Agreement, shall apply; provided, however, the (i) “ten percent (10%)” shall be substituted for “fifty percent (50%)” in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Related -Party Entities shall be limited to those businesses which are directly or indirectly involved in the provision of service under this Agreement.
“Residential” shall mean of, from, or pertaining to a Single -Family Premises or Multi -Family Premises including Single-Family homes, apartments, condominiums, Townhouse complexes, mobile home parks, and cooperative apartments.
“Residue” means those materials which, after Processing, are Disposed rather than Recycled due to either the lack of markets for materials or the inability of the Processing Facility to capture and recover the materials.
379
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-12
“Reusable Materials” means items that are capable of being used again after minimal Processing.

Reusable Materials may be Collected Source Separated or recovered through a Processing Facility. “SB 54” means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by the Governor of the State of California on June 30, 2022, which amended Section 41821.5 of the California Public Resources Code to add Chapter 3 (commencing with S ection 42040) to Part 3 of Division 30, as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 54 includes any implementing regulations developed by CalRecycle, as amended supplemented, superseded, and replaced from time to time. “SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of th e Public Resources Code, establishing methane emissions reduction targets in a State-wide effort to reduce emissions of short -lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.

For the purposes of this Agreement, SB 1383 specifically refers to the Short -Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted on November 3, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR. “Self-Hauler” or “Self-Haul” means a Person who hauls Discarded Materials, recovered material, or any other material, that such Person generates at their own Premises, to another Person, or as otherwise defined in 14 CCR Section 18982(a)(66). Self -Hauler also includes a Person who bac k-hauls waste from Premises they own and operate, as defined in 14 CCR Section 18982(a)(66)(A). “Service Level” refers to the size of a Customer’s Container and the frequency of Collection service. “Service Opportunity” shall mean each individual scheduled opportunity the Contractor has to Collect from a Container at a Customer’s location. For example, a Commercial Customer receiving Recyclable Materials Collection service two (2) times per week from two (2) Containers, Organic Materials Collection service two (2) times per week from (2) Containers, and Solid Waste Collection service two (2) times per week from two (2) Containers would have a total of twelve (12) Service Opportunities each week. Service Opportunities shall be calculated based on the subscription levels presented in Contractor’s most recent Quarterly Report to City.
“Service Type” refers separately to the following types of Recyclable Materials and Organic Materials Collection services for each of the following Customer Types: Single-Family Dwelling Unit, Multi -Family Dwelling Unit, Commercial, and City Facilities.
“Sharps Waste” means waste generated by a household that includes a hypodermic needle, syringe, or lancet as defined in State Health and Safety Code (H & S Code) Sections 40190.5 and 117671. 380
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-13
“Single-Family” or “SFD” means, notwithstanding any contrary definition in City Code, any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection service feasibly can be provided to such Premises as an independent unit, and the Owner or Occupant of such independent unit is billed directly for the Collection service. Single-Family includes Townhouses, and each independent unit of duplex, tri-plex, or four-plex Residential structures, regardless of whether each unit is separately billed for their specific Service Level. “Solid Waste” means Solid Waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste are Excluded Waste, C&D, Source Separated Recyclable Materials, Source Separated Organic Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the California Public Resources Code as may be amended from time to time. Solid Waste includes salvageable materials only when such materials are included for Collection in a Solid Waste Container not Source Separated from Solid Waste at the site of generation.
“Source Separated” means the segregation, by the Generator, of materials designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. “State” means the State of California.
“Stewardship Organization” means a Person(s) that is approved or designated under Applicable Law or by a relevant governing body, including, but not limited to, CalRecycle, CARB, the County, or the Authority, to manage, coordinate, fund, or otherwise oversee one or more Extended Pr oducer Responsibility Programs, and that is selected by the Authority. The applicable Stewardship Organiz ation for each Extended Producer Responsibility Program under this Agreement shall be designated or approved by the Executive Director, at their sole discretion.
“Subcontractor” means a Party who has entered into a contract, express or implied, with the Contractor for the performance of an act that is necessary for the Contractor’s fulfillment of its obligations for providing service under this Agreement. Vendors providing materials and supplies to Contractor shall not be considered Subcontractors.
“Term” means the Term of this Agreement, including extension periods if granted, as provided for in Article 2.
“Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Supermarket.

B. Grocery Store with a total facility size equal to or greater than 10,000 square feet. 381
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-14
C. Food Service Provider.

D. Food Distributor.

E. Wholesale Food Vendor.

If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Agreement. “Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Restaurant with two hundred fifty (250) or more seats, or a total facility size equal to or greater than five thousand (5,000) square feet.

B. Hotel with an on-site food facility and two hundred (200) or more rooms.

C. Health facility with an on-site food facility and one hundred (100) or more beds.

D. Large Venue.

E. Large Event.

F. A State agency with a cafeteria with two hundred fifty (250) or more seats or total cafeteria facility size equal to or greater than five thousand (5,000) square feet.

G. A local education agency with an on-site food facility. If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply to this Agreement. “Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard pounds where each pound contains sixteen (16) ounces.
“Total Service Opportunities” shall mean the sum of all Service Opportunities in a given time period. “Townhouse” means an attached or semi-attached Single-Family Premises within a group of attached or semi-attached Single-Family Premises, regardless of whether the Premises is billed individually or through a central account (e.g. , homeowner association, property manager), wherein each unit maintains individual Collection service subscription, as determined in writing by the City Contract Manager. “Trade Secrets” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) derives actual independent economic value from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use; and, (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Transfer” means the act of transferring the materials Collected by Contractor in its route vehicles into larger vehicles for Transport to other facilities for the purpose of Recycling or Disposing of such materials. “Transportation” or “Transport” means the act of conveying Collected materials from one location to another.
382
AGENDA ITEM NO. 8.

EXHIBIT A

DEFINITIONS
Exhibit A
Page A-15
“Universal Waste” or “U -Waste” means all wastes as defined by Title 22, Subsections 66273.1 through 66273.9 of the CCR. These include, but are not limited to, batteries, fluorescent light bulbs, mercury switches, and E-Waste.
“Used Motor Oil and Filter s” means used oil fluids for vehicles including motor oil, brake, transmission and hydraulic fluids, crankcase and differential oils, lubricating oils for vehicles, and oil filters from automobiles and light trucks.
“Used Oil Recovery Kit” means a kit containing: one (1) reusable plastic jug of at least one (1) gallon capacity with a leak-proof, watertight screw-on top to contain Used Motor Oil or used cooking oil; one (1) six (6) mil plastic Disposable resealable bag with double track seal of sufficient capacity to accommodate one (1) Used Motor Oil Filter; and, a flyer, brochure, or other informational media approved by the City intended to educate Customers about the Used Motor Oil and Filter Collection program and the benefits resulting from the proper handling of Used Motor Oil and Filters. The Used Oil Recovery Kit is to be provided to Customers by Contractor to recover Used Motor Oil and Filter, and used cooking oil from Single-Family and Townhouse residents.
“Working Days” means days on which the Contractor is required to provide regularly scheduled Collection services under this Agreement.
“Yard Trimmings” means those Discarded Materials that will decompose and/or putrefy, including, but not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of Organic Materials resulting from normal yard and landscaping maintenance that may be specified in City Legislation for Collection and Processing as Organic Materials under this Agreement. Yard Trimmings does not include items herein defined as Excluded Waste. Yard Trimmings are a subset of Organic Materials.

Yard Trimmings placed for Collection may not exceed six (6) inches in diameter and three (3) feet in length and must fit within the Contractor-provided Container.
383
AGENDA ITEM NO. 8.

Franchise Agreement, Exhibit B
Page B-1
EXHIBIT B:

DIRECT SERVICES

The following Exhibits (B1 through B5) describe the programs which, in aggregate, represent the direct services to be performed under this Agreement by the Contractor.

Each of the following Exhibits (B1 through B5) present the programs to be provided to each Customer Type by Contractor. Within each program description are specific requirements for the:
• Type and size of Containers or Service Level to be offered by Contractor under each program; • Frequency of service to be offered by Contractor to Customers; • Location of service, including an indication of whether or not additional charges may apply if a Customer selects a location that is more costly to serve (e.g. back-yard service); • Materials that are acceptable or prohibited within the program; • Provision of additional services to the Customer if the standard Service Levels are inadequate, either on a regular or periodic basis, and an indication of whether or not additional charges may apply; and/or,
• Other requirements and considerations of the program.

Contractor shall provide the services for each program described in accordance with the specific program requirements detailed in Exhibits B1 through B5 and Contractor shall promote such programs using the public education and outreach methods described in Exhibit C.

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385
AGENDA ITEM NO. 8.

EXHIBIT B1:

RESIDENTIAL SERVICE

386
AGENDA ITEM NO. 8.

EXHIBIT B1

RESIDENTIAL SERVICES
Exhibit B1
Page B1-1

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in City-provided Containers one (1) time per week from Residential Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing.

Containers: Carts,
Container Sizes: 96-gallon Carts, (or comparable sizes approved by the City). 96-Gallon Carts shall be the default Container provided.

Service Frequency: Residential Customers receiving individual Collection service per Dwelling Unit :

One (1) time per week on the same day as Organic Materials and Solid Waste Collection services, as coordinated with municipal Solid Waste Collection.

Residential Customers receiving shared/centralized Collection service: Up to six (6) times per week but not less than one (1) time per week (as requested by Multi- Family Customers).

Service Location: Curbside or other Customer-selected service location at a Multi-Family Premises Acceptable Materials: Recyclable Materials
Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste Additional Service: Residential Customers receiving individual Collection service per Dwelling Unit shall receive one (1) Recyclable Materials Cart standard and may request additional Recyclable Materials Carts at an additional charge. Residential Customers receiving shared/centralized Collection service shall receive services as requested by property managers or Owners.

Other Requirements: Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4. 11 and provided that Contractor leaves a Non -Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non -Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address , and material type of the Container in question.

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in City-provided Carts one (1) time per week from Residential Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing.

Containers: Carts, Bins
Container Sizes: 48- or 96-gallon Carts, (or comparable size approved by the City). Upon Customer request.

Standard Organic Materials Container size is 96 -gallon for Customers receiving individual Collection per Dwelling Unit. 48-gallon service may be made available 387
AGENDA ITEM NO. 8.

EXHIBIT B1

RESIDENTIAL SERVICES
Exhibit B1
Page B1-2
for Customers with space constraints in Plann ed Unit Developments Homeowners Associations, Condos, and Townhouses, upon Customer request.

Service Frequency: Residential Customers receiving individual Collection service per Dwelling Unit:

One (1) time per week on the same day as Recyclable Materials and Solid Waste Collection services, as coordinated with municipal Solid Waste Collection.

Residential Customers receiving shared/centralized Collection service: Up to six (6) times per week but not less than one (1) time per week (as requested by Multi- Family Customers).

Service Location: Curbside or other Customer-selected service location at a Multi-Family Premises Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste

3. Used Motor Oil and Filter Collection
Contractor shall Collect Used Motor Oil and Filters placed in Curbside from all Residential Customers and shall Recycle all Used Motor Oil and Filters Collected pursuant to this Agreement.

Containers: Used Oil Recovery Kit
Container Sizes: 2.5-gallon filter bags; and, 2.5-gallon oil jugs Service Frequency: Up to one (1) time per week on the same day as Recyclable Materials Collection service.

Service Location: Curbside (adjacent to Recyclable Materials Cart) Acceptable Materials: Used Motor Oil and Filters,
Prohibited Materials: Recyclable Materials, Organic Materials, Solid Waste, Excluded Waste Additional Service: Not applicable
Other Requirements: Contractor shall provide a Used Oil Recovery Kit to a Customer within three (3) Working Days of Customer request, at no additional cost to Customer. Upon Collection of Used Motor Oil and Filter from a Customer, Contractor shall leave a clean and empty Used Oil Recovery Kit adjacent to the Recyclable Materials Cart.

Contractor shall Recycle the Used Motor Oil and Filter only with Persons who are authorized by the State of California to Recycle such materials . In the event the Used Motor Oil and Filter Collected pursuant to this Agreement is contaminated to the extent that the materials require Disposal as a Hazardous Waste, Contractor shall Dispose of such materials, at Contractor’s own cost and expense in accordance with Applicable Law.

Contractor shall notify the City Contract Manager of any contamination which renders the Used Motor Oil and Filter unacceptable for Recycling or which requires Disposal as a Hazardous Waste.

Contractor shall keep all Used Motor Oil and Filters Collected pursuant to this Agreement segregated from other materials.

Contractor may refuse to Collect Used Motor Oil and Filter if it is not contained in an approved Used Oil Recovery Kit, provided that Contractor leaves a Non - 388
AGENDA ITEM NO. 8.

EXHIBIT B1

RESIDENTIAL SERVICES
Exhibit B1
Page B1-3
Collection Notice which explains the reason for Non-Collection, and also leaves a clean and empty Used Oil Recovery Kit adjacent to the refused Used Motor Oil and Filter set-out. Contractor may refuse to Collect a Used Motor Oil Recovery Kit which contains liquid other than Used Motor Oil, provided that Contractor leaves a Non-Collection Notice which explains the reason for Non-Collection.

4. Holiday Tree Collection
Annually, commencing December 2 6 and for fourteen (14) Working Days, the Contractor shall Collect holiday trees from all Residential Customers. Customers are required to place the holiday trees Curbside on the Customer’s regularly scheduled Collection day. Holiday trees must be removed from stands and be free of ornaments, garlands, tinsel, flocking, or other decorations. The Contractor shall not be required to Collect holiday trees that do not meet the a forementioned criteria. The Contractor shall affix a Non- Collection Notice to any non -Collected holiday tree informing the Customer of the reason(s) for Non- Collection. Contractor may charge City -approved Rates to return and Collect a previously non -Collected holiday tree that has been corrected and set out. Contractor shall deliver all Collected holiday trees to the Approved Organic Materials Processing Facility for Processing.

Holiday tree Collection services shall be provided at no additional cost to the City or the Customer.

5. Sharps Waste Program
Contractor shall provide Residential Customers with a Sharps Waste home delivery program, upon request. Contractor shall arrange for delivery of an approved container to the requesting Customer's home within one (1) week of request. Delivery of the container shall also include Recycling awareness materials and instructions for participation in the Sharps Waste Collection program. To ensure maximum Customer convenience, the collection of Sharps Waste containers will be administered through a one and four tenths (1.4) quart (or larger), postage paid, container approved by the United States Postal Service (or other parcel service) for shipment of such material. Customers using the mail-based service will receive one (1) Sharps Waste container/mailing kit per calendar year at no charge. Additional Sharps Waste containers/mailing kits will be available for a fee of no more than $____ per quart container or $____per gallon container by Contractor.

6. Battery and Cellphone Collection
Contractor shall Collect discarded batteries and cell phones placed for Collection in Customer -provided, clear, zip -lock or tie -close plastic bags on top of Recyclable Materials Carts. Upon Customer request, Contractor shall make appropriate arrangements for the placement of battery, cell phone, and CFL Recycling receptacles (“Bat Buckets”) that can Collect these electronic materials from Multi -Family complexes. Contractor shall communicate with property managers and Owners to determine the most convenient and environmentally responsible placement of Bat Buckets within the Multi-Family complex, 389
AGENDA ITEM NO. 8.

EXHIBIT B1

RESIDENTIAL SERVICES
Exhibit B1
Page B1-4
and will provide educational information and additional Bat Buckets within five (5) Working Days of a property manager or Owner’s request.
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AGENDA ITEM NO. 8.

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
Exhibit B2
Page B2-1

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AGENDA ITEM NO. 8.

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EXHIBIT B2:

COMMERCIAL SERVICES
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AGENDA ITEM NO. 8.

EXHIBIT B2

COMMERCIAL SERVICES
Exhibit B3
Page B3-1

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers from Commercial Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing.

Containers: Carts and Bins
Container Sizes: 96-gallon Carts (or comparable size approved by the City); 1-6 cubic yard Bins as requested by Customer.

Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer.

Service Location: Curbside or other Customer -selected service location at the Commercial Premises; additional charges may apply if the service loc ation is greater than twenty-five (25) feet from the nearest point that a Collection Vehicle can access from a paved surface.

Acceptable Materials: Recyclable Materials
Prohibited Materials: Organic Materials, Solid Waste, Excluded Waste Additional Service: Special pick -ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall make contact with each and every Commercial Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Commercial Customer at the same time that the Contractor delivers Organic Material s Containers, unless that Commercial Customer is exempted from Recyclable Materials services by the City, or has demonstrated to the City that it is Diverting Recyclable Materials through subscription with another City-approved hauler, or other City-approved method.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and service Containers (additional charge may apply).

A push/pull of Containers up to twenty -five (25) feet from the enclosure/Container location to the Collection vehicle will be p rovided at no additional charge (push up to twenty-five (25) feet then return).

Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.11 and provided that Contractor leaves a Non -Collection 394
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EXHIBIT B2

COMMERCIAL SERVICES
Exhibit B3
Page B3-2
Notice in accordance with Section 4.11.1.D of this Agreement. Contractor shall keep a record of all Courtesy Pick-Up Notices and Non-Collection Notices issued to Customers, recording at a minimum the date and time , Customer address , material type of the Container in question, and photographic evidence.

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in Contractor-provided Containers not less than one (1) time per week from Commercial Customers and Transport all Organic Materials to the Approved Commercial Organic Materials Processing Facility for Processing.

Containers: Carts and Bins
Container Sizes: 48- or 96-gallon Carts (or comparable size approved by the City); 1-6 cubic yard Bins as requested by Customer.

Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer.

Service Location: Curbside or other Customer -selected service location at the Commercial Premises; additional charges may apply if the service loc ation is greater than twenty-five (25) feet from the nearest point that a Collection Vehicle can access from a paved surface.

Acceptable Materials: Organic Materials (including Yard Trimmings and Food Scraps) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Special pick -ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service
Other Requirements: Contractor shall make contact with each and every Commercial Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials Containers to each and every Commercial Customer at the same time that the Contractor delivers Recyclable Materials Containers, unless that Commercial Customer is exempted from Organic Materials services by the City, or has demonstrated to the City that it is Diverting Organic Materials through subscription with another City-approved hauler, or other City-approved method.
{Note to proposers: the use of plastic/ Compostable Plastic bags is to be updated based on proposals provided }
Commercial Customers may place Organic Materials in Compostable Plastic bags and then place the bagged Organic Materials into their Organic Materials Carts for Collection. Such bags must be labeled as “Compostable” by the manufacturer and certified by BPI. Contractor shall submit the required Compostable Plastic Processing notifications in accordance with Section 4.2.C and Exhibit D of this Agreement.
395
AGENDA ITEM NO. 8.

EXHIBIT B2

COMMERCIAL SERVICES
Exhibit B3
Page B3-3
Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and service Containers (additional charges may apply in accordance with Exhibit G3). A push/pull of Containers up to twenty -five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to twenty-five (25) feet then return).

Contractor may refuse to Collect an Organic Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.11 and provided that Contractor leaves a Non -Collection Notice in accordance with Section 4.11.1.D of this Agreement. Contractor shall keep a record of all Courtesy Pick-Up Notices and Non-Collection Notices issued to Customers, recording at a minimum the date and time , Customer address , material type of the Container in question, and photographic evidence.

Multi -Family Kitchen Pails
Container Cleaning or Exchange
{Note to proposers: this program is currently optional and may be implemented at City Council request} Contractor shall implement a program to provide Commercial Customers with clean Containers once per year, at no additional cost to Customers. This program may be implemented through Container cleaning services or a Container exchange program. Contractor may charge Customers for additional cleanings or exchanges (in excess of once per year). 7. Alternative Service Location for Disabled Residential Customers
Contractor shall provide rollout service to Persons that have a disability as defined by the Americans with Disabilities Act (which means Public Law 101-336, 104 Stat. 327, 42 U.S.C. 12101-12213 and 27 U.S.C. 225 and 611, and all Federal rules and regulations relating thereto) that are Occupants of Single-Family Premises (including Townhouse Premises) to receive Collection services at a location other than Curbside at no extra charge to the Customer. City shall review all applications (which shall include statements from physicians) made by Customers to determine conformance with this exemption provision and shall grant exemptions, if applicable and inform Contactor . Contractor shall provide the roll out service. at no additional cost.

3. 4.
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EXHIBIT B4:

CITY SERVICES
398
AGENDA ITEM NO. 8.

EXHIBIT B4

CITY SERVICES
Exhibit B4
Page B4-1

1. Commercial Customer Services to City Facilities
Contractor shall Collect Recyclable Materials and Organic Materials from City facilities in the same manner as those services are provided to Commercial Customers, and shall provide designated personnel in accordance with Section 5.7 of this Agreement. Contractor shall provide service to all existing City facilities identified in Exhibit B5 as well as any future City facilities established after the Commencement Date.

Contractor shall provide these services at no additional cost to the City. City facility s ervice as described by this Section shall include periodic Drop Box Collection service. Contractor shall deliver Drop Boxes within twenty-four (24) hours of City request. Contractor shall Collect, empty , and return Drop Boxes within twenty-four (24) hours of City request. Contactor shall remove Drop Boxes within twenty-four (24) hour of City request.

2. Emergency Services
Contractor shall provide emergency services (i.e., special Collections, Transport, Processing, and Disposal) at the request of the City Contract Manager in the event of major accidents, disruptions, or natural calamities. Contractor shall be capable of providing emergency services within twenty-four (24) hours of notification by the City Contract Manager or as soon thereafter as is reasonably practical in light of the circumstances. For any services which exceed the scope of services under this Agreement, Contractor shall be entitled to compensation at the emergency service Rates approved under this Agreement. The City shall have discretion in the method of such compensation between direct payments by the City and allowing such costs to be considered in the adjustment of Rates for the following Rate Period.

4. Provision of Compost and Mulch Products
A. Compost Give-Away Event. Contractor shall deliver Compost to City residents at no additional cost to the City or Customers at one (1) public Compost give-away event per Agreement year. Customers shall be entitled to up to three (3) cubic yards of Compost products in Customer-provided containers. The location, date, and time of such events shall be mutually agreed upon by Contractor and the City Contract Manager and may be held in conjunction with other City-approved events. Contractor shall deliver the Compost to the agreed-upon event location at no cost to City. Contractor shall provide at least one (1) attendant for at least six (6) hours per event. Any Compost given away to the community through this program shall count towards the Contractor’s obligations to provide the City with the amount of Organic Waste products required under SB 1383.

B. SB 1383 Procurement. Contractor agrees that all Compost , Mulch, or both, provided through this Agreement shall comply with the municipal procurement requirements of SB 1383, including being generated from California Organic Waste Products, as defined by SB 1383 for each applicable material type.
399
AGENDA ITEM NO. 8.

EXHIBIT B4

CITY SERVICES
Exhibit B4
Page B4-2

5. News Media Relations.

Contractor shall notify the City Contract Manager by e -mail of all requests for news media interviews related to the Collection services program within twenty -four (24) hours of Contra ctor’s receipt of the request. Before responding to any inquiries involving controversial issues or any issues likely to affect participation or Customer perception of services, Contractor will discuss Contractor’s proposed response with the City Contract Manager.

Copies of draft news releases or proposed articles related to the provision of Collection services under this Agreement shall be submitted to City for prior review and approval at least five (5) Business Days in advance of provision to such Persons, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor shall submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency.

Copies of articles resulting from media interviews or news releases shall be provided to the City within five (5) Business Days after publication.
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AGENDA ITEM NO. 8.

EXHIBIT B5:

CITY FACILITY SERVICE LEVELS, LOCATIONS, AND

SPECIAL EVENTS
402
AGENDA ITEM NO. 8.

EXHIBIT B5

CITY FACILITY SERVICE LEVELS, LOCATIONS, AND SPECIAL
EVENTS

Exhibit B5
Page B5-1

1. City Facilities
Contractor will Collect Recyclable Materials and Organic Materials from City facilities in the same manner as those services are provided to Commercial Customers. Contractor shall provide service to all City facilities, present and future, at no additional cost to the City. Contractor shall provide special event services pursuant to Section 4.5 of the Agreement.

In addition to regular scheduled Collection services, Contractor shall provide, upon request, temporary Drop Box services to all City facilities at no additional cost to the City. Contractor shall deliver Source Separated Recyclable Materials and Organic Materials Collected from City facilities, parks, and clean-up operations in Drop Boxes to the Approved Transfer Facility for Transfer to the Approved Processing Facility.

Figure 1: Current City Facility List
Facility Address

RECYCLABLE MATERIALS ORGANIC MATERIALS
# and size Frequency # and size Frequency
Civic Center 1033 Fifth 1 - 3yd Weekly
Engineering Annex 1033 Fifth 2 - 3yd Weekly
Clovis Regional
Library
1155 Fifth 1 - 2yd Weekly
Police Department 1233 Fifth 1 - 4yd Weekly
Villa Corp Yard 155 N
Sunnyside
1 - 3yd Weekly 1 - 1yd Weekly
Senior Citizens
Building (Former)
850 Fourth 1 - 3yd Weekly 1 - 1yd Weekly
Fire Station 1 633 Pollasky 1 - 3yd Weekly
Fire Station 2 2300
Minnewawa
1 - 1yd 2x per week
Fire Station 3 555 N Villa 1 - 0.48yd Weekly
Fire Station 4 2427
Armstrong
2 - 96gal Weekly
Fire Station 5 790
Temperance

Fire Station 6 2388 Encino 2 - 96gal Weekly
Fire Logistics 650 Fowler
403
AGENDA ITEM NO. 8.

EXHIBIT B5

CITY FACILITY SERVICE LEVELS, LOCATIONS, AND SPECIAL
EVENTS

Exhibit B5
Page B5-2
Facility Address

RECYCLABLE MATERIALS ORGANIC MATERIALS
# and size Frequency # and size Frequency
Fire Training 3300 Lind
Surface Water
Treatment Plant
800 Leonard

1 - 4yd
Weekly
Senior Center (New) 735 Third 1 - 1yd
2x/week 2x per week
Recreation 3495 Clovis
Miss Winkles Pet
Adoption Center
85 N
Temperance
1 - 3yd Weekly
Gettysburg Park 2995 Burl Ave 1 - 3yd Weekly
Village Green Park 2610 Encino 1 - 1yd Weekly
Pasa Tiempo Park 3355 Barstow
San Gabriel Park 730 W San
Gabriel

Treasure Ingmire
Park
36 N Clovis 1 - 1.5yd Weekly
Letterman Park
(Skate Park)
912 Villa
Horse Stalls 905 Villa
Villa Corp Yard 908 Villa
Clovis Water Tower
(Parking Lot)
754 Fifth St
Bicenntenial Park 10 N
Sunnyside
6 - 2yd Weekly
Helm Ranch Park 91 W Ashlan
Transit Hub 785 Third
Menlo Building
(ABOP)
79 N
Sunnyside

Rotary Park Barstow/Villa
Villa
Offices/Buildings
868 Villa
{Note to proposers: Current Service Levels are shown above. During the Term of the Agreement, all City facilities will have Recyclable Materials and Organic Materials Collection service.} 404
AGENDA ITEM NO. 8.

EXHIBIT B5

CITY FACILITY SERVICE LEVELS, LOCATIONS, AND SPECIAL
EVENTS

Exhibit B5
Page B5-3

2. Special Events
Contractor shall provide Recyclable Materials and Organic Materials Collection service to up to twenty (20) events annually, upon City request. A sample of fifteen (15) anticipated special events are listed below, each with attendance in excess of 2,000 people per day.

Figure 2: Special Event List

EVENT LOCATION MONTH
CRAFT BEER CRAWL Old Town March
BIG HAT DAYS Old Town April
AMERICAN CROWN CIRCUS Sierra Vista Mall April (5-day Event) WATER TOWER CAR SHOW Old Town April
CLOVIS RODEO Clovis Rodeo Grounds April (5-day Event)
RODEO PARADE Old Town April
FRIDAY FARMERS MARKET Old Town May – October (Every Friday) OLD TOWN FLEA Clovis Rodeo Grounds May (2-Day Event)
O.T. MOTORAMA Old Town May
CIF TRACK & FIELD Buchanan High School May (2-Day Event) GLORIOUS JUNK DAYS Old Town May & September
FREEDOM FEST Old Town July
CLOVIS FEST Old Town September (2-Day Event)
ONE ENCHANTED EVENING Old Town November
CHRISTMAS PARADE Old Town December

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EXHIBIT C:

PUBLIC EDUCATION AND OUTREACH

REQUIREMENTS
407
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-1

1. General Administration
The City has placed the utmost importance on effective public outreach and education in helping residents and businesses fully understand options for and benefits of source reduction, reuse, Recycling, and Composting. General provisions for public education and outreach are as follows:

A. Prior to the Commencement Date and by June 1 of each following year during the Term of this Agreement, Contractor shall develop and submit an annual public education plan to promote the programs designed by the City and performed by Contractor under this Agreement. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, identify program objectives, individual tasks, public education materials to be distributed, opportunities for expanded partnerships, a timeline for implementation, and an itemized description of how Contractor’s annual public education budget (described in Section 3 of this Exhibit C) will be spent. The City Contract Manager shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without approval of the City Contract Manager. Each plan’s implementation success shall be measured based on agreed-upon metrics for the impact of each plan and/or campaign (e.g. changes in Diversion, contamination, social media engagement rates, click-through rates, etc. resulting from the education and/or outreach efforts) . Contractor shall meet with the City Contract Manager to present and discuss the plan, review the prior year’s activities (including sponsorships and services provided to City-sponsored events) and determine whether community activities and the provision of services to the City reflect t he needs of City staff and the City Council. City Contract Manager shall be allowed up to thirty (30) calendar days after receipt to review and request modifications. The City Contract Manager may request, and Contractor shall not unreasonably deny, modifi cations to be completed prior to approving the plan. Contractor shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the City Contract Manager.

B. Upon request from the City Contract Manager, City Contract Manager and Contractor’s Contract Administrator shall meet up to one (1) time per month to discuss services, outreach, and educational campaigns and request changes or adaptations to the annual public education plan.

C. Contractor shall distribute instructional information, public education, and promotion materials in advance of, and following, the Commencement Date of services. This shall entail, at a minimum, distributing program literature to all Customers at the Commencement Date of the Agreement as well as to any new Customer during the Agreement Term. Contractor shall use multiple media sources including print, radio, television, electronic/social media, and events to notify Customers of the change in their servic e provider, if applicable, and to highlight new program offerings.

Transition and ongoing sector -specific collateral materials shall be distributed. For any public education materials not produced by the City, the Contractor shall submit all draft materia ls to City Contract Manager for review and approval.

D. All City facilities shall receive any and all public education and outreach materials and services 408
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-2
provided to the Commercial sector. Contractor shall provide all printed public education materials to City offices and facilities to have available for the public that visits those facilities and shall replenish the materials as requested by the City Contract Manager.

E. Bill inserts shall be designed , produced, and printed by the Contractor; and the City shall be responsible for distributing the billing inserts to all Commercial Customers. Upon City request for billing inserts, Contractor shall comply with such request during the next billing cycle. Contractor shall perform this service with no additional requirement for compensation.

F. Contractor shall develop a website specific to its operations in the City, with a section specific to City programs and Customers, that will be used to post educational materials for download . The Contractor’s City specific website shall also include links to relevant web pages of the City’s website where further information can be found.

2. Public Education and Outreach Team
To best achieve the highest possible level of public education and awareness, Contractor shall provide at least o (1) full-time equivalent Diversion Coordinators to coordinate and implement all public education and outreach activities required by this Agreement. The Diversion Coordinators shall, at a minimum, perform the following tasks:

1. Work to develop partnerships with and incorporate City program and educational activities into Contractor activities, and vice versa.

2. Prepare proposals and presentations to City entities.

3. Participate and represent Contractor in community activities.

4. Oversee Customer satisfaction of all program services, as described in Exhibit B to the Agreement.

5. Coordinate and produce the annual education and outreach plan required by Section 1 of this Exhibit C to the Agreement.

6. Coordinate implementation of the annual public education plan.

7. Perform annual visits to identify the service needs of every Customer, other than Single- Family Customers, by conducting “Diversion opportunity assessments” of Customer locations and facilities.

8. Manage follow-up Diversion opportunity assessments for businesses to conduct a more comprehensive investigation and educational process after the initial review.

9. Provide all Customers with appropriate educational information necessary to make informed, environmentally-forward decisions relative to waste reduction, reuse, and Diversion activities.
409
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-3

10. Maximize the opportunity for initial and sustained program success by seeking to identify a "champion" (ideally a senior manager) at each Commercial and Multi-Family Customer who will serve as a primary contact and advocate for Diversion programs within the Customer’s organization.

11. Assist in planning service needs for special events and large venues with a focus on reducing the Disposal of materials resulting from such events or venues.

12. Create and distribute reports as required under this Agreement and/or requested by City Contract Manager.

3. Annual Budget
In addition to staffing expenses, Contractor shall spend, for the public education and outreach services described in this Exhibit C, no less than two hundred thousand dollars ($200,000) in Rate Period One.

Annually, Contractor shall provide to the City Contract Manager for review and approval a detailed description of how such budget will be spent as part of the annual public education plan to be developed in accordance with Section 1 of this Exhibit C. At t he conclusion of each Rate Period, any unused funds shall be transferred to the City. Contractor shall be prohibited from expending such funds without the prior written approval of the City Contract Manager. Any expenditures not approved by the City in advance shall neither be counted in Contractor’s annual public education and outreach budget, nor be recovered through Rates.

4. Sector-Specific Activities
The following tables present the public education and outreach activities to be performed by Contractor each Rate Period as minimum requirements under this Agreement, as proposed by Contractor in Contractor’s Proposal. Each Customer Type faces unique Discarded Materials management opportunities and challenges; therefore, Contractor shall develop targeted, sector -specific educational materials and perform outreach activities as described for each Customer Type. 410
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-4
Public Education and Outreach | All Sectors - EXAMPLE
All printed materials also to be posted to the Company’s website.

The following general public education and outreach materials shall each be produced for the benefit of all Customer Types that receive Collection service from the Contractor.

Activity Description Distribution/Frequency
Newspaper Advertisement Distribute a City-produced newspaper advertisement that explains all programs that will be offered under the Agreement.

One (1) time at beginning of
the Agreement (20 -30 days
prior to contract start date).

Public Service Announcement
(PSA)
Distribute a City -produced PSA for local radio and cable television broadcast describing the new programs under the Agreement.

One (1) time at beginning of
the Agreement (20 -30 days
prior to contract start date).

Press Release Distribute a City-produced press release to advertise and promote all programs, with particular focus on any new programs that will be offered to each sector (Single-Family, Multi-Family, Commercial, City facilities).

One (1) time at beginning of
the Agreement (20 -30 days
prior to contract start date).

Truck-Side Advertising Implement a City -wide truck-side advertising campaign to educate the public about Contractor’s programs under this Agreement. Campaign content and messaging shall be created by the City, and each campaign should be coordinated, in terms of both message and timing, with the theme of the quarterly newsletters produced by the City and distributed by Contractor.

Contractor shall produce and install truck -side signage for each side of each vehicle it operates in performing services under this Agreement.

Quarterly.

411
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-5
Public Education and Outreach | Single-Family & Townhouse Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website.

Activity Description Distribution/Frequency
New Programs Mailing Produce and Distribute a City -designed initial mailing to Single -Family Customers, which may include content such as explaining the program changes in the Agreement; changes from the existing Collection programs to new programs; regulatory requirements, including SB 1383; and, the Effective Date of the change. Contractor shall include its Holiday schedule and the Residential Recycling and expanded services guide.

One (1) time at beginning of
the Agreement (45 -60 days
prior to Commencement
Date) via direct mail.

Recycling Guide Produce and Distribute a City -designed “Recycling guide” specific to Single - Family Customers. This guide shall include information on Collection methodologies, set out instructions, set out schedule, contact information, and acceptability and necessary preparation of materials for all Single -Family programs described in Exhibit B-1. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

Affixed (inside plastic bag, zip-
tied to handle) to every Single-
Family and Townhouse
Recyclable Materials Cart
delivered prior to the
Commencement Date, and
thereafter to all new
Customers.

By direct mail annually
thereafter to each Single -
Family and Townhouse
Customer

Neighborhood Group & HOA
Visits
Upon City request, visit homeowner associations and other neighborhood groups and associations to promote and explain the Recycling programs included in this Agreement.

At City Contract Manager or
Customer request.
412
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-6
Activity Description Distribution/Frequency
Quarterly Bill Insert Produce and Distribute a City -designed quarterly bill inserts that creatively inform Residential Customers about such topics as availability of Bulky Item pick- ups, home Composting, proper handling of Household Hazardous Waste, E - Waste, and U-Waste, other environmental conservation topics statistics, trends, and facts abo ut programs performed under this Agreement (i.e. , material Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into, and the importance of buying Recycled). Contractor’s annual public educati on plan shall define a theme for each Quarterly bill insert.

One (1) time per quarter
included in each mailed
Customer bill and
downloadable from electronic
Customer bills.

Corrective Action Notices Produce and distribute a Single -Family Customer oriented Non -Collection Notice, and Courtesy Pick-Up Notices for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare or set - out Containers.

As needed.

Seasonal Program Notifications Provide written notification to all Single -Family Customers advertising each scheduled neighborhood clean-up day pursuant to Exhibit B1.5, Christmas tree Collections pursuant to Exhibit B1.7, and any other seasonal or periodic program(s). The notification shall inform Customers of the schedule, acceptable and prohibited materials, and set-out requirements for the program.

At least fourteen (14) calendar
days prior to event via direct
mail.

Website Contractor shall prepare a “Single-Family Customer” section of its website where it will present Customers with “how -to” information for participating in Contractor-provided programs including proper Container set-outs, and provide Single-Family Customers with links to click on for additional resources. All other Single-Family educational materials specified in this Section shall be posted on this section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Single -Family Customers within the City.

At least thirty (30) calendar
days prior to Commencement
Date.

Updated no less than
quarterly.
413
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-7
Activity Description Distribution/Frequency
Mandatory Recycling and
Organics Outreach Activities
Produce and Distribute City -produced outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics, including but not limited to SB 1383. .

One (1) time annually
414
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-8
Public Education and Outreach | Multi-Family Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website.

Description Purpose Distribution/Frequency
New Programs Mailing Produce and Distribute a City -produced initial mailing to all Multi -Family Dwelling Units within City explaining the program changes in the Agreement; changes from the existing Collection programs to new programs; new regulatory requirements, including SB 1383; and, the Effective Date of the change.

One (1) time at beginning of
the Agreement (45 -60 days
prior to Commencement Date)
via direct mail to each Multi -
Family Dwelling Units in City.

Recycling Guide Produce and Distribute a City -produced “Recycling Guide” specific to Multi - Family Customers, and updated versions of the guide as needed. This guide shall include information such as Collection methodologies, set out instructions, contact information, and acceptability and necessary preparatio n of materials for all Multi-Family programs described in Exhibit B2. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

One (1) time at beginning of
the Agreement (20 -30 days
prior to Commencement Date)
and as needed via direct mail
to each Multi -Family Dwelling
Units in City.
415
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-9
Description Purpose Distribution/Frequency
Technical Assistance: Diversion
Opportunity Assessments
Offer Diversion opportunity assessments at least one (1) time annually to each and every Multi-Family Customer to meet with the property manager or Owner of Multi -Family Premises to promote Recyclable and Organic Materials Collection and replenish Move-in Kits as needed by each Multi-Family Premises.

Additionally, upon City or Customer request, Contractor shall perform complete walk-throughs of each facility/complex and discuss the internal and external layout with Manager; identify areas of generation, Collection, noting areas for improved infrastructure, placement, or educational materials. Contractor shall also identify major components of the waste stream by location and identify special wastes or sourced separated materials potentials. Contractor shall then make recommendations for waste reduction, contamination prevention, and Service Level or frequency modification. Finally, Contractor shall coordinate with Customer service and operations to implement Service Level changes, as needed.

Further, Contractor shall prepare and submit reports to City that documents Customers targeted monthly, the existing Service Levels , recommendations made, and the outcome of technical assistance provided.

Offer in -person meetings to
each and every Multi -Family
Customer conducted one (1)
time per year, plus follow -up
meetings with individual
Customers, as needed.

Move-In Kits Produce and Distribute Move -in Kits for property managers and Owners of Multi-Family Premises to provide new tenants. Move-in Kits shall include, at a minimum, a Multi-Family Recycling guide, an In-Home Recycling Container, and stickers or refrigerator-magnets that clearly define the accepted and prohibited materials in the Recycling program.

Distributed during technical
assistance Diversion
opportunity assessments.
416
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-10
Description Purpose Distribution/Frequency
Workshops Offer and respond to requests for on-site meetings and workshops. Contractor shall conduct workshops for Customers (when requested) that will show property managers and residents, in a hands-on interactive format, how to use the Recycling and Organics program and will provide resources for additional information and support.

At Customer’s request.
“How-to” Guide:

Electronic, Universal and Excluded
Waste
Produce and Distribute a City designed “how-to” guide on proper Recycling, handling and Disposal of Household Hazardous Waste, E -Waste, and U-Waste directly to tenants of Multi -Family Premises. Contractor may arrange for distribution to each Dwelling Unit a flyer, door hanger, or other public education piece by coordinating with the Owner or property manager of the Premises.

One (1) time per year via direct
mail or door-to-door.

Christmas Tree Collection
Notification
Produce and Distribute a City-designed written notification to each Multi-Family property manager/Owner advertising the availability of holiday tree Collection services. The notification shall inform managers of the schedule, accepted and prohibited materials, Collection method options, and set-out requirements for the program. The notification shall in clude the Contractor contact information for Multi -Family Customers to contact to discuss schedule and designated Collection location. The format and content of the notification shall be approved by the City Contract Manager.

At least fourteen (14) calendar
days prior to event via direct
mail, e-mail, or in-person.
417
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
{Note to Proposers: This Public Education Plan is an example and will be replaced by the proposed public education plan}

Exhibit C
Page C-11
Description Purpose Distribution/Frequency
Website Contractor shall prepare a “Multi -Family Customer” section of its website where it will present “how -to” information for participating in Contractor - provided programs including proper Container set -outs, and provide Multi - Family Customers with links to click on for additional resources. All other Multi- Family educational materials specified in this Exhibit shall be posted on this section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Multi -Family Customers within the City. The website shall also provide property managers of Multi -Family Premises with an opportunity to request “Diversion opportunity assessments”, additional Move-in Kits, or additional education materials to provide to tenants.

At least thirty (30) calendar
days prior to Commencement
Date.

Updated no less than
quarterly.

Mandatory Recycling and Organics
Outreach Activities
Contractor shall disseminate outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics, including but not limited to AB 341, AB 1826, and SB 1383. .

One (1) time annually
Educational Materials for
Employees/Tenants
Contractor shall provide Commercial and Multi -Family property managers/Owners with City-produced public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information abou t Organic Waste recovery requirements and proper sorting of Discarded Materials. Multi-Family property managers/Owners may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 days of occupancy.

One (1) time annually; or more
frequently upon Customer
request.

418
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-12
Public Education and Outreach | Commercial Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website.

Description Purpose Distribution/Frequency
New Programs Mailing Prepare and distribute an initial mailing to all Commercial Customers within the City explaining the program changes in the Agreement; changes from the existing Collection programs to new programs; and, the Effective Date of the change.

One (1) time at beginning of the
Agreement (45 -60 days prior to
Commencement Date) via direct
mail.

Recycling Guide Contractor shall produce a “Recycling guide” specific to Commercial Customers and update the guide as needed. This guide shall include information on Collection methodologies, set out instructions, contact information, and acceptability and necessary prep aration of materials for all Commercial programs described in Exhibit B3. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

One (1) time at beginning of the
Agreement (20 -30 days prior to
Commencement Date) and as
needed via direct mail.

Distributed during Diversion
opportunity assessments.
“How-to” Flyer: Recyclable
Materials
Prepare and distribute a “how -to” brochure explaining the Recycling Materials Collection programs for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses).

One (1) time at beginning of the
Agreement (20 -30 days prior to
contract start date) via direct
mail.

Distributed during Diversion
opportunity assessments.
“How-to” Flyer: Organic
Materials
Prepare and distribute a flyer describing the Organic Materials Collection services available and how to prepare Organic Materials for Collection for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses).

One (1) time at beginning of the
Agreement (20 -30 days prior to
contract start date) via direct
mail.

Distributed during Diversion
opportunity assessments.
419
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-13
Description Purpose Distribution/Frequency
Technical Assistance: Diversion
Opportunity Waste
Assessments
Offer Diversion opportunity assessments at least one (1) time annually to each and every Commercial Customer to promote Recyclable and Organic Materials Collection and replenish Recycling guides and Recycling and Organics posters as needed by each Customer.

Additionally, Contractor shall perform complete walk -throughs of each facility/complex and discuss the internal and external layout with Manager; identify areas of generation, Collection, noting areas for improved infrastructure, placement, or educational materials. Contractor shall also identify major components of the waste stream by location and identify special wastes or sourced separated materials potentials. Contractor shall then make recommendations for waste reduction, contamination prevention, and Service Level or frequency modification. Finally, Contractor shall coordinate with Customer service and operations to implement Service Level changes, as needed.

Further, Contractor shall prepare and submit reports to City documenting Customers targeted quarterly, the existing Service Levels , recommendations made, and the outcome of technical assistance provided.

Offer one (1) time annually during
in-person meetings with each and
every Commercial Customer, plus
follow-up meetings with
individual Customers, as required.

Recycling and Organics Posters Produce and distribute (during Diversion opportunity assessments) laminated Recycling and Organics posters that provide graphic illustrations of acceptable and prohibited materials within each program.

Distributed during Diversion
opportunity assessments.

Quarterly Bill Inserts Prepare and distribute quarterly bill inserts that creatively inform Commercial Customers about such topics as: cost savings available from source reduction, reuse, and Recycling; tips for overcoming common operational challenges businesses have with Recycling and Organics programs; the environmental benefits of buying Recycled -content products and statistics, trends, and facts about programs performed under this Agreement (i.e., Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into) as appropriate. Contractor’s annual public education plan shall define a theme for each quarterly insert.

One (1) time per quarter via direct
mail to each Commercial
Customer in City.
420
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-14
Description Purpose Distribution/Frequency
Program Announcements On each bill, Contractor shall include a brief statement to Commercial Customers providing service-related announcements such as messages about new services, the on -call clean -up and Bulky Item pick -up services, proper handling of Household Hazardous Waste, etc.

Included in Customer bill.

Corrective Action Notices Produce a Commercial and Multi -Family Customer oriented corrective action notice for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare or set-out Containers.

As needed.

Mandatory Recycling and
Organics Outreach Activities
Contractor shall disseminate outreach materials related to the mandatory nature of Recyclable Materials and Organic Materials Collection services, upon request from City Contract Manager. Such outreach shall be designed to assist the City in complying with the outreach requirements of various Applicable Laws related to the m andatory provision of Recyclable Materials and Organic Materials Collection and Diversion services.

One (1) time annually
Educational Materials for
Employees/Tenants
Contractor shall provide Commercial and Multi -Family property managers/Owners with City -produced public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Commercial Customers may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 days of occupancy.

One (1) time annually; or more
frequently upon Customer
request.
421
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-15
Description Purpose Distribution/Frequency
Commercial Edible Food
Generator Education
Contractor shall provide Customers that are Commercial Edible Food Generators with the following:

1. Information about the City’s Edible Food Recovery program; Information about the Commercial Edible Food Generator requirements under 14 CCR, Division 7, Chapter 12, Article 10;
Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and, Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste
One (1) time annually

422
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-16
Public Education and Outreach | Schools - EXAMPLE
All printed materials also to be posted to the Company’s website as well as links to teacher resources.

Description Purpose Distribution/Frequency
Educational Materials Contractor shall produce and distribute educational materials designed by the City that are geared towa rds younger audiences, such as educational videos, activity books, and Recycling posters. Contractor shall provide schools with copies of the video upon request for classroom use. The video shall be made accessible through City portions of the Contractor website.

Upon request.

Technical Assistance: Diversion
Opportunity Assessment
Offer on -going technical assistance to schools subscribing to Contractor’s services, including performing annual waste assessments, calculating Diversion rates, and communicating the results to the City to improve existing school Recycling and Organics programs. The annual waste assessments shall include a specific assessment of Food Waste generated on the school Premises; potential for source reduction and Diversion of Food Waste; and identification of Food Recovery education and programs that may be estab lished, both internally (e.g., lunch share tables) and externally (e.g., partnerships with local Food Recovery Organizations and Services).

Offered to schools Upon Request.

Presentation Present curriculum to teach children how to Recycle, Compost, and reduce waste at school and at home.

At City Request.

Facility Tours Promote, coordinate, and conduct educational field trips to the Approved Facilities.

At City Request.

Note: Contractor shall perform these education and outreach services to all schools, public and private, within the City without respect to the Contractor’s status as the service provider for a given school or school district.

423
AGENDA ITEM NO. 8.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Exhibit C
Page C-17
Public Education and Outreach | Special Events
All printed materials also to be posted to the Company’s website as well as links to teacher resources.

Description Purpose Distribution/Frequency
Event Exhibit Contractor shall staff an exhibit booth and distribute promotional and educational materials at special events. Contractor shall provide visual displays, copies of educational materials (including all guides, flyers, and brochures produced for this Agreement), and Recycling education activities appropriate to a variety of age groups. Display components will be professionally designed and created and shall be scalable to be appropriate for a variety of booth or display configurations. Materials will includ e those pertaining to the programs provided under this Agreement as well as general information on “green” and/or sustainable behaviors.

All special events listed in Exhibit
B7 of this Agreement.

Other events at Customer
request.

424
AGENDA ITEM NO. 8.

EXHIBIT D:

REPORTING REQUIREMENTS
425
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-1
Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things:

1. Determine and set Rates and evaluate the financial efficacy of operations.

2. Evaluate past and expected progress towards achieving the Contractor’s Diversion goals and objectives.

3. Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under Applicable Law.

4. Determine needs for adjustment to programs.

5. Evaluate Customer service and Complaints

6. Determine Customer compliance with AB 341, AB 1826, SB 1383, and any subsequent State - mandated Recycling requirements.

1. Daily Missed Collection Report
Contractor shall provide the City with a report of missed Collections each day by 12pm for the previous day (e.g. Monday report is due Tuesday at 12pm) . This report shall include the Customer information (name, address, and account number ), Container type (Recyclable and/or Organic Materials) , and the reason for non-Collection (contamination, Container not found, Container inaccessible, etc.).

Contractor shall equip all collection vehicles with GPS monitoring, and shall provide City on-going access to GPS monitoring software.

2. Monthly Reports
Monthly reports shall be submitted by Contractor to the City by the 20th each month pertaining to the most recently completed calendar month and shall include the following information. In addition, each monthly report shall include a year -to-date summary page that includes the data submitted from the monthly report(s) submitted in the calendar year prior to the submittal of the current monthly report.

Contractor shall report the information included in the following subsections.

A. Customer Service Report

1. Number of Customer calls listed separately by Complaints and inquiries (where inquiries include requests for Recycling information, Rate information, etc.). For Complaints, list the number of calls separately by category (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims, etc.). These Complaints and inquiries shall be documented and reported separately from SB 1383 noncompliance Complaints or other regulatory noncompliance Complaints. 426
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-2

2. Number of Courtesy Pick-Up Collections summarized by the reason for leaving a Courtesy Pick-Up Notices (e.g., inclusion of non -Recyclable or non -Compostable materials, improper set -out, Hazardous Waste, etc.).

3. List of Customers for which Contractor has performed a Courtesy Pick-Up Collection, including the Customer address, and material type for which the Courtesy Pick-Up Collection was performed.

4. Number of events of Discarded Materials being tagged for Non-Collection summarized by the reason for tagging (e.g., inclusion of non-Recyclable or non-Compostable materials, improper set- out, Hazardous Waste, etc.).

5. Number of hits and unique visitors to the Contractor’s website.

6. Record of SB 1383 non-compliance Complaints received, including the following information:
a. Total number of Complaints received and total number of Complaints investigated. b. Copies of documentation recorded for each Complaint received, which shall at a minimum include the following information: (i) The Complaint as received; (ii) The name and contact information of the complainant, if the Complaint is not submitted anonymously; (iii) The identity of the alleged violator, if known; (iv) A description of the alleged violation; including location(s) and all other relevant facts known to the complainant; (v) Any relevant photographic or documentary evidence submitted to support the allegations in the Complaint; and, (vi)The identity of any witnesses, if known. c. Copies of all Complaint reports submitted to the City, pursuant to Article 6 of this Agreement.
d. Documentation of any follow-up inspections and/or outreach, if any, conducted upon City request pursuant to Section 4. 8.4 of this Agreement, which shall include at a minimum:
(i) The date the Contractor investigated the Complaint; (ii) documentation of the findings of the investigation; and (iii) Any photographic or other evidence collected during the investigation.

B. Pilot and New Programs Report
For each pilot and/or new program, provide activity related and narrative reports on goals, milestones, and accomplishments. Describe problems encountered, actions taken , and any recommendations to facilitate progress. Describe vehicles, personnel, and equipment utilized for each program.

C. Financial Records
Any operational or financial records related to Extended Producer Responsibility Programs, if any, including but not limited to:
a. Invoices or receipts for new or retrofitted equipment or vehicles purchased or received to implement the Extended Producer Responsibility Program. 427
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-3
b. Changes to labor costs, if any, as a result of implementing the Extended Producer Responsibility Program.
c. Records of reimbursements, payments, or in -kind contributions made to Contractor by the Extended Producer Responsibility Programs or Stewardship Organization. d. Supporting documents related to the calculation used to determine costs allocated to the City versus users.
e. Any operational records required by the Extended Producer Responsibility Program or Stewardship Organization, if any, related to the Contractor’s participation in the Extended Producer Responsibility Program.

3. Quarterly Reports
Quarterly reports shall be due on the following schedule: November 30 for August-October, February 28 for November-January, May 31 for February-April, and August 31 for May-July.

A. Contamination Monitoring Report

1. The number of route reviews conducted pursuant to Section 4.11 of this Agreement.

2. Description of the Contractor’s process for determining the level of contamination or Container overfilling during route reviews. Contractor shall document the contamination and/or overfilling through use of film or digital photography.

3. A record of each inspection and contamination fee assessed, which shall include, at a minimum:
a. Name and address of the Customer.
b. The date the contaminated Container was observed.
c. The staff who conducted the inspection.
d. The total number of violations found and a description of what action was taken for each. e. Copies of all notices to Customers with Prohibited Container Contaminants. f. Photographic documentation.

4. Documentation of the total number of Containers Disposed of due to observation of Prohibited Container Contaminants.

5. Summary report of Courtesy Pick-Up Notices, Non-Collection Notices, and/or Contamination Processing Fee assessment notices issued, which for each notice shall include the date of issuance, Customer name, and service address.
428
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-4

6. A list of all Customers assessed Contamination Processing Fees, pursuant to Section 4.11 of this Agreement, reported separately by Customer Type, and including the Customer name, Customer address, and reason for the assessment of the Contamination Processing Fee; the total number of instances Contamination Processing Fees were assessed in the month; and, the total amount of fees collected in the month.

7. Results of the waste characterization studies conducted pursuant to Section 4.11.2 of this Agreement.

8. Any other information reasonably requested by the City or specified in contamination monitoring provisions of this Agreement.

B. Tonnage Report

1. Tonnage delivered to each Approved Facility by Customer Type, subtotaling and clearly identifying those Tons that are Diverted and Residue that is Disposed.

2. Units of Used Oil, Used Oil Filters, Sharps Waste, Battery, and Cellphone Collections performed.

4. Recyclable Materials Tonnage Marketed (by commodity and including average commodity value for each) and Processing Residue Tonnage Disposed.

6. Quarterly Diversion rate by Customer Type and in aggregate for all Customer Types under this Agreement.

C. Diversion Report
Contractor shall report the Diversion level for each quarter and the cumulative year -to-date Diversion Level, where Diversion level shall be calculated as: Processing Residue Disposed / Discarded Materials Collected.

D. Customer Subscription and Collection Report
This report shall be submitted in a format approved by the City for easy manipulation and/or upload into a third-party database or web-based software

1. A summary of Customer subscription data, including the number of accounts; the number of Customers subscribing to each Service Level listed separately by Customer Type and Discarded Material type.

2. Number of Containers at each Service Level by Customer Type and program. Summarizing the total gallons of Cart service and cubic yards of Bin service by Customer Type.

4. The number of waivers reviewed and number of reverification inspections performed by the Contractor pursuant to Section 4.10 of this Agreement in the quarter, if any, including a copy of documentation for each waiver review and reverification inspection.

5. List of Commercial Customers with decreased Service Levels, cancellation of service, and new service.

E. City Services Report
429
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-5

1. City facility Service Level report (i.e. volume of service by Service Type received by each City Facility).

2. Summary report on the programs offered to City as described in Exhibit B5 focused on when each service was provided and any issues/concerns identified.

F. Education and Outreach

1. Status report of Contractor’s actual activities completed and budget expended compared to the annual public education plan and budget. For each completed item, document the results including what date the activity was performed, how many Customers were targeted or participated, and what methods were used to accomplish the task, if different from the plan.

2. A copy of all education and outreach materials provided to Generators, or otherwise used for education and outreach efforts in accordance with Section 4.6 of the Agreement, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings.

3. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a list that includes: the Generator’s name or account name, the type of education or outreach received; the distribution date, and the method of di stribution. Generator information is not required for mass distributions.

4. For any mass distribution through mailings or bill inserts, provide a record of the date, a copy of the information distributed, and the type and number of accounts that received the information.

5. A copy of all electronic media, including the dates posted or sent of: social media posts, e -mail communications, or other electronic messages. A summary report shall be provided for electronic marketing that itemizes each communication and reports performance metrics for each that are relevant to that type of communication (e.g. open and click -through rates for email marketing, engagement numbers for social media, etc.).

6. Summary of the results of the Diversion opportunity assessments provided to Customers (reporting Multi -Family separate from Commercial) by identifying the number of Diversion opportunity assessments conducted each month in the most -recently completed qu arter, and contact information including address, contact names, telephone number of Persons contacted, number of Dwelling Units (for Multi-Family), and the Recyclable Materials, Organic Materials, and Solid Waste Service Level for each complex. Include any Service Level changes resulting from such visits.

7. Summary of the public education materials and activities provided to schools in the month, if any; including results from Diversion opportunity assessments as described in Exhibit C.

8. Dates, times, and group or event names of any site visits, meetings, and events attended in the month.
430
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-6

4. Annual Reports
The annual report will be due by March 1 annually, for the preceding calendar year . The annual report shall be the final monthly report, including annual totals, summary pages, and a compilation of any materials required by the monthly reports, plus the following additional information.

A. Reserved
B. Collection and Processing Report

1. A record of all compliance agreements for quarantined Organic Waste that are Disposed of, including the name of Generator, date issued, location of final Disposition, and the amount of quarantined Organic Waste that was required to be Disposed at a landfill, pursuant to Section

4.10.3.C of the Agreement.

2. Written notification that the Approved Organic Waste Processing Facility(ies) has and will continue to have the capabilities to Process and recover the Compostable Plastics, in accordance with Section 4.2.C.2 of the Agreement.

C. Education and Outreach Report

1. A summary of the status of the annual education plan of the reporting year, including activities conducted and the quantitative and/or qualitative results of those activities.

2. The annual public education plan required by Section 4.6 of the Agreement for the upcoming then-current calendar year. For example, Contractor submittal of a 2021 annual report in February 2022 shall include Contractor submittal of the annual public education plan for calendar year 2022.

D. Reserved
E. Vehicle Inventory

1. A list of all vehicles used in performing services under this Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage at December 31.

2. The total amount of RNG procured by the Contractor for use in Contractor vehicles, in diesel gallon equivalents (DGE), if applicable, including copies of any receipts, invoices, or other similar documentation evidencing procurement. In addition to the amount procured, Contractor shall include the total amount actually used in Contractor vehicles in the calendar year, if these values are different.

F. Recyclables and Organics Markets
Contractor shall provide a report describing its marketing of Recyclable Materials. The marketing report shall include: 1) quantities of each accepted Recyclable Material marketed during the prior year; 2) actual prior year and estimated coming year per unit or per-Ton market values for each; and, 3) brokers, markets, and end uses for each.
431
AGENDA ITEM NO. 8.

EXHIBIT D

REPORTING REQUIREMENTS
Exhibit D
Page D-7

5. Additional Reports
A. Upon Incident Reporting. City reserves the right to request any of the aforementioned reports more frequently, or for additional reports or documents in the case of unforeseen events or additional requirements imposed upon the City. The Contractor shall provide the requested reports, documents, or information within ten (10) Business Days upon receipt of the request or within a timeframe determined by the City Contract Manager, which shall not to exceed ten (10) days.

B. AB 901 Reporting. At the City’s option, City may require that Contractor provide the City copies of Contractor’s AB 901 reports on a regular basis (such as monthly, quarterly, or annually) or within ten (10) Business Days of the request.

C. Customized Reports. The City reserves the right to request Contractor to prepare and provide customized reports from records Contractor is required to maintain; or require a specified format or submission system, such as the use of a web-based software platform. 432
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433
AGENDA ITEM NO. 8.

EXHIBIT E:

RESERVED
434
AGENDA ITEM NO. 8.

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435
AGENDA ITEM NO. 8.

EXHIBIT F:

PERFORMANCE STANDARDS AND LIQUIDATED

DAMAGES
436
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-1
City wishes to establish standards of performance under the Agreement in each of the five (5) “Performance Areas” listed below. The City Contract Manager may monitor Contractor’s performance in each of those areas based on the “Specific Performance Measures” within that performance area. If the City Contract Manager determines that Contractor has failed to meet the performance standard established for any “Specific Performance Measure”, the City may assess Liquidated Damages pursuant to Section 10.6 of the Agreement. Liquidated Damages, if assessed, shall only be assessed for the number of events, days, or other measure in excess of the acceptable performance level.

1. Performance Area: Provision of Commercial Container Service Item
Specific Performance
Measure Definition
Acceptable
Performan
ce Level
Liquidated Damage
Amount
Failure to provide
Recyclable Material s and
Organic Material s
Collection services to
every Customer
For each occurrence of
failing to provide
Customers with the
Recyclable Material s and
Organic Materials
Container, required by and
compliant with Article 4
and Exhibit B.

No
acceptable
failure level
$500/Container/
Customer/event
The City shall not assess Liquidated Damages item 1, above, under the following circumstances:

A. City has granted the Customer a waiver pursuant to Section 4.10 of this Agreement.

B. Contractor documents that Customer is compliant with Self-Hauling requirements pursuant to Municipal Code .

C. Contractor documents to the City that the Customer is being provided Recyclable Material s and/or Organic Materials Collection services from a service provider allowed under Section 1.2 of this Agreement.

D. Contractor documents that Customer is sharing Recyclable Materials and/or Organic Materials Collection services with another Customer in a manner approved by the City. 437
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-2

2. Performance Area: Residential Service Quality and Reliability Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

1. Missed Collections Each Service Opportunity
where Contractor fails to
Collect a Container from a
Customer who properly
placed said Container for
Collection, unless
Contractor leaves a Non-
Collection Notice
specifying the reasons for
Non-Collection and
available remedies.

No
acceptable
failure level
$50/Event

2. Failure to Correct Missed
Collections
Each “Missed Collection”
as defined above which is
not Collected by the end of
the Working Day following
the receipt of the
Customer Complaint about
the Missed Collection if the
Complaint is received by
12:00 p.m. on a Working
Day and by the end of the
Working Day for such
Complaints received after
12:00 p.m. on a Working
Day.

No
acceptable
failure level
$50/Event

3. Failure to Return Empty
Container
Failure to properly return
empty Carts or Bins to the
Collection location, or to
place Carts upright with
closed lid.

No
acceptable
failure level
$50/Event

4. Failure to Replace Used
Oil Recovery Kit
Failure to leave a clean
Used Oil Recovery Kit
following Collection of a
full Used Oil Recovery Kit.

No
acceptable
failure level
$150/Kit/Day
438
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-3
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

5. Failure to Clean -Up
Spillage
Each failure by Contractor
to clean up: (1) any items
or materials spilled during
the Collection of a
Container; or, (2) any fluids
spilled or leaked from a
Container or Collection
vehicle prior to leaving the
Collection location.

No
acceptable
failure level
$100/Event

6. Damage to Property Each event of damage to
either public or private
property as a result of
Contractor’s fault, as
reasonably determined by
the City, including without
limitation damage to
Curbs, sidewalks,
landscapes, Container
enclosures and gates,
signs, light fixtures, and
overhead wires and cables.

No
acceptable
failure level
$200/Event

7. Damage to Public Streets Each event of damage to
Public Streets within the
City caused by
Contractor’s fault, as
reasonably determined by
the City.

No
acceptable
failure level
Actual cost of repair
to City’s satisfaction.

8. Failure to Maintain
Equipment
Each event of failure to
maintain equipment,
vehicles, Carts, Bins and
other Containers in a
clean, safe, and sanitary
manner.

No
acceptable
failure level
$100/Item/Day

9. Failure to Comply with
Container Standards
Failure to comply with
Container labeling and
colors as specified in this
Agreement.

No
acceptable
failure level
$200/Container/
Occurrence

10. Unlicensed Vehicle
Operator
Failure to have a vehicle
operator properly
licensed.

No
acceptable
failure level
$500/Operator/Day
439
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-4
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

11. Failure to Display
Contractor’s Name
Failure to display and
maintain visibility of
Contractor’s name and
Customer service phone
number on Collection
vehicles, Bins and other
Containers.

No
acceptable
failure level
$100/Instance/Day

12. Failure to Wear Uniform Failure to have Contractor
Collection personnel in
proper uniform.

No
acceptable
failure level
$100/Person/Day

13. Discourteous Behavior For each occurrence of
uncustomary discourteous
behavior of Contractor’s
employees to a Customer.

No
acceptable
failure level
$500/Event

14. Failure to Complete
Route
Failure or neglect to
complete at least one
hundred (100%) of each
route on the regular
scheduled Collection
service Working Day.

No
acceptable
failure level
$1,000/Route

15. Overweight Vehicles Loading Collection vehicles
in excess of State or local
weight restrictions.

No
acceptable
failure level
$500/Event

16. Uncovered Loads Failure to properly cover
materials in Collection
vehicles.

No
acceptable
failure level
$500/Event

17. Failure to Cure in Timely
manner
Failure to cure non -
compliance with the
provisions of this
Agreement in the manner
and time set forth in
Section 10.2.

No
acceptable
failure level
$500/Incident/Day

18. Failure to Perform Other
Requirement
Each failure to perform any
obligation of the
Agreement not specifically
stated above.

No
acceptable
failure level
$100/Event
440
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-5

3. Performance Area: Customer Service
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

1. Failure to Commence
Service and/or Provide
Move-in Kits
Any failure by Contractor
to deliver a Container and
begin providing Collection
to a Customer, at the
Service Level requested by
said Customer, within
three (3) calendar days of
receiving such request.

This may include a new
Customer receiving new
service or an existing
Customer requesting a
change in or addition to
existing Service Levels .

This may also include
delivering Used Oil
Recovery Kits, Move -in
Kits, and other items
required upon Customer’s
request.

No
acceptable
failure level
$150/Event

2. Failure to Exchange
Container
Any failure by Contractor
to exchange Container
within ten (10) Working
Days of notification that a
change in the size or
number of Carts or Bins is
required.

No
acceptable
failure level
$150/Container/Day

3. Failure to Replace
Container
Any failure by Contractor
to replace a damaged or
defaced Container within
the timeline required in
Section 5.6.

No
acceptable
failure level
$150/Container/Day

4. Failure to Resolve
Complaint
Any failure or neglect by
Contractor to resolve each
Complaint within the time
set forth in this
Agreement.

No
acceptable
failure level
$150/Event
441
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-6
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

5. Failure to Answer Phones Any failure by Contractor
to answer a telephone call
from a Customer during
normal business hours. A
call is not deemed
answered if the Customer
does not speak with a live
operator. (A call is deemed
answered if the Customer
hangs-up or abandons the
call following a hold time
of less than three (3)
minutes.) Any failure to
have a Customer service
representative answer a
phone call within a two (2)
minute average for any
month and/or for each
single caller having to wait
more than ten (10)
minutes.

No
acceptable
failure level
$50/Event

6. Failure to Maintain Office
Hours
Failure to maintain office
hours as required by this
Agreement.

No
acceptable
failure level
$100/Event

7. Provision of Inaccurate
Information
Each event of a Customer
Service Representative
providing inaccurate
information in response to
a Customer question or
Complaint.

No
acceptable
failure level
$50/Event

8. Unauthorized Hours of
Operation
Each occurrence of
Contractor Collecting from
Customers during
unauthorized hours.

No
acceptable
failure level
$500/Event

9. Failure to Conduct Route
Audits and Contamination
Monitoring
Failure to conduct route
audits and contamination
monitoring as required by
this Agreement.

No
acceptable
failure level
$150/Audit/Day
10 Failure to Issue
Contamination Notices
Failure to issue
contamination notices as
required by this
Agreement.

No
acceptable
failure level
$500/Route/Day
442
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-7

4. Performance Area: Diversion
Item
Specific Performance
Measure Definition
Acceptable
Performance
Level
Liquidated Damage
Amount

1. Failure to Perform
Education and Outreach
Activities
Each individual failure by
Contractor to develop,
produce, and distribute
public education material
or perform community
outreach activities in the
form and manner required
under Exhibit C to this
Agreement.

No
acceptable
failure level
$500/Activity

2. Failure to Provide
Targeted Technical
Assistance
Each individual failure to
provide targeted technical
assistance to a Commercial
or Multi -Family Customer
in the manner required
under Exhibit C to this
Agreement.

No
acceptable
failure level
$2,000/Customer

3. Failure of Diversion
Coordinator to Specifically
Perform
Every occurrence of a
Diversion Coordinator
being used for purposes
other than those specified
in this Agreement.

No
acceptable
failure level
$1,000/day

5. Performance Area: Facilities
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

1. Delivery to Non -Approved
Facility
Each individual occurrence
of delivering materials to a
facility other than the
Approved Facility
designated for each
material type under Article
4 of this Agreement, unless
authorized per this
Agreement.

No
acceptable
failure level
$5,000 first failure.

$25,000 each
subsequent failure.
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AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-8
Item
Specific Performance
Measure Definition
Acceptable
Performanc
e Level
Liquidated Damage
Amount

2. Disposal of Targeted
Diversion Materials
Each individual occurrence
of delivering Recyclable
Materials, Organic
Materials, or Reusable
Materials set out for
Collection by the Customer
for Disposal rather than
Processing, unless
authorized per this
Agreement.

No
acceptable
failure level
$1,000/Load

3. Mixing Materials During
Collection
Each individual Container
that is Collected by
Contractor in a vehicle
intended or designated for
the purpose of Collecting a
different material type
(e.g., Recyclable Materials
Collected in Solid Waste
vehicle, Solid Waste
Collected in Organic
Materials vehicle, etc.).

No
acceptable
failure level
$1,000/
Container

4. Failure to Provide
Adequate Capacity
Failure to provide
adequate primary and
alternate capacity to
accept and Process
Recyclable Materials, or
Organic Materials.

No
acceptable
failure level
$1,000/Day

5. Failure to Conduct Route
Audits and Contamination
Monitoring
Failure to conduct route
audits and contamination
monitoring as required by
this Agreement.

No
acceptable
failure level
$150/Audit/Day

6. Failure to Issue
Contamination Notices
Failure to issue
contamination notices as
required by this
Agreement.

No
acceptable
failure level
$50/occurrence/Day
444
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-9

6. Performance Area: Reporting & Records
Item
Specific Performance
Measure Definition
Acceptable
Performance
Level
Liquidated
Damage
Amount

1. Late Report Each occurrence of a report, as
required under Exhibit D to this
Agreement, being submitted
after the due date , if the City
gives Contractor notice of the
late report. The City shall give
Contractor a new reasonable
deadline for the report. If
Contractor does not submit
the report by the new
deadline, Contractor shall owe
the City Liquidated Damages
retroactive to the original due
date. Reports shall be
considered late until they are
submitted in a complete and
accurate format.

No acceptable
failure level
$250/Report/
Day

2. Failure to Maintain or
Provide Access to
Records
Each occurrence of City
Contract Manager requesting
information required to be
maintained by Contractor
where Contractor fails to
provide such information
within the time window
specified in this Agreement.

No acceptable
failure level
$500/Event

3. Misleading/Inaccurate
Reporting
Each occurrence of Contractor
providing misleading or
otherwise inaccurate
information or reporting to
City under or regarding this
Agreement. Typographical,
cell reference, mathematical,
and/or logic errors shall not be
considered legitimate excuses
from this requirement, nor
shall ignorance be excused.

No acceptable
failure level
$250/Event
445
AGENDA ITEM NO. 8.

EXHIBIT F

PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
Exhibit F
Page F-10
Item
Specific Performance
Measure Definition
Acceptable
Performance
Level
Liquidated
Damage
Amount

4. Failure to Correct
Submittal of Inaccurate
Data in a Timely
Manner
Failure to correct submittal of
inaccurate data within three
(3) Business D ays (or such
other time period as may be
agreed to in writing between
City and Contractor) of
notification by City.

No acceptable
failure level
$500/Day

5. Failure to Maintain
and/or Provide Access
to Information Systems
Each day that Contractor fails
to provide access to
Contractor’s information
systems as required in Section

4.9 to the City Contract
Manager.

No acceptable
failure level
$500/Day

Except for repeat occurrences, t he City shall provide Contractor with written notice and a three (3) Business Day opportunity to cure any alleged breach of this Agreement before Liquidated Damages will be assessed.

By placing designee’s initials at the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of Liquidated Damage provisions of the time that the Agreement was made.

Contractor City
Initial Here:_________ Initial Here: _________

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AGENDA ITEM NO. 8.

EXHIBIT G:

CONTRACTOR’S PROPOSAL

448
AGENDA ITEM NO. 8.

EXHIBIT G1:

TECHNICAL PROPOSAL

See Exhibit G

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AGENDA ITEM NO. 8.

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EXHIBIT G2:

COST BASIS FOR PROPOSAL

451
AGENDA ITEM NO. 8.

452
AGENDA ITEM NO. 8.

EXHIBIT G3:

INITIAL RATES FOR COLLECTION SERVICES

453
AGENDA ITEM NO. 8.

454
AGENDA ITEM NO. 8.

EXHIBIT G4:

IMPLEMENTATION PLAN AND SCHEDULE

See Exhibit G – Contractors Proposal

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AGENDA ITEM NO. 8.

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EXHIBIT G5:

APPROVED SUBCONTRACTORS

457
AGENDA ITEM NO. 8.

458
AGENDA ITEM NO. 8.

EXHIBIT G5

APPROVED SUBCONTRACTORS
Franchise Agreement, Exhibit G5
Page G5-1

In accordance with Section 3.3 of the Agreement, the City has approved the following Subcontractors to manage the specified services and otherwise assist the Contractor in the performance of the requirements of this Agreement.

Approved Facility or Subcontractor Services

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EXHIBIT H:

ANTICIPATED REQUIRED POSITIONS

461
AGENDA ITEM NO. 8.

EXHIBIT H

MAXIMUM ANTICIPATED POSITIONS
Exhibit H
Page H-1
{Note to Proposers: Exhibit H will be updated prior to execution of the Agreement}

Positions detailed in this Exhibit H are the positions needed for the provision of Recyclable Materials and Organic Materials Collection, Processing, and marketing services. Contractor acknowledged that the positions below are included in the cost basis for Customer Rates, and failure to provide the positions may be considered a Change in Scope.

Table 1 represents management positions, classified as salary, exempt. For positions where the employee has been identified, the name is listed.

Table 2 represents non-management positions, classified as hourly, non-exempt.

Table 1: Management Positions
Position Name Classification FTE
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Management, Exempt
Total Management Positions

Table 2: Non-Management Positions
Position Classification FTE
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Non-Management, Non-Exempt
Total Management Positions
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AGENDA ITEM NO. 8.

EXHIBIT I:

LOCAL PURCHASING PREFERENCE POLICY

464
AGENDA ITEM NO. 8.

TO: Mayor and City Council
FROM: Administration Department
DATE: February 4, 2025
SUBJECT: Receive and File – Police Department Update.

Staff: Curt Fleming, Police Chief
Recommendation: Receive and File
ATTACHMENTS: None.

Police Chief Curt Fleming will provide a verbal presentation on this item.

Please direct questions to the City Manager’s office at 559-324-2060. 465
AGENDA ITEM NO. 9.

TO: Mayor and City Council
FROM: Administration Department
DATE: February 4, 2025
SUBJECT: Receive and File – Fire Department Update.

Staff: Chris Ekk, Fire Chief
Recommendation: Receive and File
ATTACHMENTS: None.

Fire Chief Chris Ekk will provide a verbal presentation on this item.

Please direct questions to the City Manager’s office at 559-324-2060. 466
AGENDA ITEM NO. 10.