83166.00002\43677082.1
1 ASSUMPTION AGREEMENT TO
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF SUNNYVALE AND CITY OF CUPERTINO RELATING TO
OPERATION OF A MATERIALS RECOVERY AND TRANSFER STATION
THIS ASSUMPTION AGREEMENT TO THE MEMORANDUM OF UNDERSTANDING (“Agreement”) is entered into this ____ day of June 2025, by the City of Sunnyvale, a California chartered municipal corporation (“Sunnyvale) and the City of Cupertino, a California general law municipal corporation (“ Cupertino”). Sunnyvale and Cupertino may be referred to herein collectively as the “Parties.”
RECITALS
W
HEREAS, on or about July 2021, Sunnyvale and the City of Mountain View (“Mountain View”) entered into a Memorandum of Understanding Relating to the Operation of a Materials Recovery and Transfer Station (the “MOU”);
W
HEREAS, Section 9.1 of the MOU allows Sunnyvale as Managing Partner under the MOU to enter into agreements with other jurisdictions to become Partners under the MOU, provided there are no financial or operational impacts to the other Partners; W
HEREAS, any agreement by Sunnyvale to add a new Partner requires the consent of Mountain View, which may not be unreasonably withheld;
W
HEREAS, Sunnyvale and Cupertino wish to execute this Agreement to add Cupertino to the MOU as a Partner; and
W
HEREAS, adding Cupertino to the MOU will not have financial or operational impacts to the other Partners as adding Cupertino will not affect the operations of the Facility and may decrease the Partners’ proportional share of certain costs of the Facility, including debt service obligations for the Planned Capital Improvements and potentially other improvements.
NO
W, THEREFORE, the Parties agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated into this Agreement by reference.
2. Addition of Partner. Pursuant to Section 9.1 of the MOU, Cupertino is added as a Partner to the MOU. After the effective date of this Agreement, Cupertino shall be a Partner subject to all terms and conditions of the MOU. Cupertino shall attend all meetings of the Partners and participate in all decisions requiring the approval of the Partners.
3. Effectiveness of Agreement. This Agreement shall be effective upon its execution by Sunnyvale and Cupertino and approval by Mountain View. At such time, this Agreement shall be considered an amendment of the MOU. This Agreement shall extend through December 31, 2046 [note: this is the current estimated date based on anticipated 20- year debt service].
If the MOU with Mountain View expires prior to that date, this Agreement and the MOU shall Attachment C
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2 remain in effect as to and between Sunnyvale and Cupertino and any other Partners except Mountain View. Cupertino will begin delivering MSW to the SMaRT Station and paying tip fees on or after the Full Start -Up Date as defined in 2.12 of the MOU, following planned upgrades described in Exhibit D to the MOU.
4. Current Tip Fee. For information, the current Tip Fees for the Facility shall be as set forth in the attached Exhibit 1 , incorporated by this reference. The Tip Fee shall be adjusted as set forth in the MOU.
5. Updated Exhibits to the MOU. The MOU contemplates that certain Exhibits may be modified without a formal written amendment to the MOU. As of the effective date of this Agreement, the following Exhibits have been updated:
a. Exhibit B Material Streams. After the effective date of this Agreement, Exhibit B of the MOU is updated as set forth in Exhibit 2 of this Agreement.
b. Exhibit C Material Composition and Diversion. Exhibit C of the MOU as of the effective date of the Agreement has been updated as set forth in Exhibit 3 of this Agreement.
c. Exhibit D Capital Improvements . Sunnyvale has recently completed the procurement process to initiate the design and construction of the Planned Capital Improvements, and has updated the estimated schedule and costs in Exhibit D of the MOU as set forth in Exhibit 4 of this Agreement.
6. Debt Service. To secure its obligations for the debt service for the Planned Capital Improvements, Cupertino pledges its Resource Recovery Enterprise Fund or successor fund net revenues and agrees to a rate covenant as security for its payment obligation to Sunnyvale under the MOU. Cupertino shall charge solid waste collection and similar rates sufficient to generate net revenues equal to 120% of its share of the debt servi ce for the Planned Capital Improvements. Pursuant to Exhibit I of the MOU, Cupertino shall pay for its share of the debt service, which is _______, one month prior to the semi -annual interest payment dates or otherwise when due as determined by Sunnyvale. Cupertino shall execute any documents necessary to reflect its commitments in this Agreement.
7. Terms. All capitalized terms shall have the meaning ascribed to them in the MOU unless otherwise noted in this Agreement.
8. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Venue shall be in Santa Clara County.
9. Execution. A manually signed copy of this Agreement which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes. This Agreement may be signed using an electronic signature.
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3 10. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
[signatures on the following page]
IN WITNESS WHEREOF, the P arties hereto have executed this Agreement as of the date of the approval of Cupertino below.
CITY OF SUNNYVALE CITY OF CUPERTINO
By: ____________________________
[Name]
[Title]
By: ____________________________
[Name]
[Title]
Dated: _________________________
APPROVAL AS TO FORM:
By: ____________________________
City Attorney
Dated: _________________________
APPROVAL AS TO FORM:
By: ____________________________
City Attorney
Pursuant to Section 9.1 of the MOU, the City of Mountain View approves the addition of Cupertino as a Partner and agrees to the applicable terms and conditions of this Assumption Agreement.
CITY OF MOUNTAIN VIEW
By: ____________________________
[Name]
[Title]
Dated: _________________________
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4 EXHIBIT 1
TIP FEE
Cost per ton FY 25-26
MSW Cost per ton $192.13
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5 EXHIBIT 2
EXHIBIT B TO MOU
MATERIAL STREAMS
Tonnage by Stream Sunnyvale Mountain View Cupertino Total MSW 71,741 47%
39,936 81% 15,000 100% 126,677
Dual Stream Recycling 10,087 7%
5,835 12% - 0% 15,922
Single Stream Recycling
(OCC) 4,266 3%
- 0% - 0% 4,266
Mixed Organics - 0%
- 0% - 0% -
Food Scraps 7,690 5%
- 0% - 0% 7,690
Clean Green 14,201 9%
1,316 3% - 0% 15,517
Public Haul 15,619 10%
2,367 5% 395 3% 18,381
C&D 13,198 9%
- 0% - 0% 13,198
Loose Roll-Off 8,977 6%
- 0% - 0% 8,977
City of Sunnyvale Water
Dept. - Clean dirt spoils 2,911 2%
- 0% - 0% 2,911
Specialty Collected -
Source Separated
Concrete 314 0%
- 0% - 0% 314
Sunnyvale Extra Dump
Events 2,785 2%
- 0% - 0% 2,785
Total 151,789
49,454 15,395 216,638
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6 EXHIBIT 3
396
MATERIAL COMPOSITION AND DIVERSION
[attached behind this page]
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7 EXHIBIT 4
EXHIBIT D TO MOU
CAPITAL IMPROVEMENTS
[attached behind this page]
NEW MEMORANDUM OF UNDERSTANDING
AMONG THE CITIES OF MOUNTAIN VIEW AND SUNNYVALE
RELATING TO THE OPERATION OF A MATERIALS RECOVERY AND
TRANSFER STATION
Final
July 2021
Final Memorandum of Understanding i July 2021
TABLE OF CONTENTS
RECITALS ...................................................................................................................... 1 AGREEMENT .................................................................................................................. 1
1. Purpose and Goals ............................................................................................. 1
2. Definitions .......................................................................................................... 2
3. Term .................................................................................................................. 4
3.1 Base Term ............................................................................................................ 4
3.2 Applicable Provisions During Pre-Commencement Period .................................... 5
3.3 Full Applicability of MOU Provisions ...................................................................... 5
3.4 Meet and Confer on Extension ............................................................................. 5
3.5 Early Withdrawal .................................................................................................. 5
4. Planned Capital Improvements .......................................................................... 5
4.1 Schedule ............................................................................................................... 5
4.2 Amortization Period .............................................................................................. 6
4.3 Funding for Planned Capital Improvements ......................................................... 6
4.4 Operation of the Facility Prior to the Full Start Up Date ....................................... 6
5. Facility Services and Operations ........................................................................ 6
5.1 MSW ..................................................................................................................... 7
5.2 Recyclables ........................................................................................................... 7
5.3 Organics ............................................................................................................... 7
5.4 C&D Debris ........................................................................................................... 7
5.5 Additional Services to Residents ........................................................................... 7
5.6 Operational Standards .......................................................................................... 7
5.7 Facility Maintenance and Repair ........................................................................... 8
6. Material Streams ................................................................................................ 8
6.1 Initial Tonnage ..................................................................................................... 8
6.2 Materials Stream Composition .............................................................................. 8
6.3 Diversion Goals ..................................................................................................... 8
6.4 Changes in Material Streams and Tonnages ........................................................ 8
7. Operator ............................................................................................................ 9
7.1 Operator Agreement ............................................................................................ 9
7.2 Operator Procurement .......................................................................................... 9
7.3 Operator Compensation ..................................................................................... 10
8. Other Third-Party Agreements ......................................................................... 10
8.1 Ancillary Programs by One or More Partners ..................................................... 10
8.2 Sole Managing Partner Programs ....................................................................... 10
8.3 Sole Other Partner Programs ............................................................................. 10
8.4 Notice to Other Partners of Impacts .................................................................. 10
8.5 Disposal Agreements .......................................................................................... 10
9. Other Facility Users .......................................................................................... 10
9.1 New or Additional Partners ................................................................................. 11
9.2 Merchant Users .................................................................................................. 11
10. Financial Provisions .......................................................................................... 11
10.1 General Provisions .............................................................................................. 11
10.2 Pre-Commencement Period ................................................................................ 12
Final Memorandum of Understanding ii July 2021
10.3 Tip Fees .............................................................................................................. 13
10.4 Gate Rates .......................................................................................................... 14
10.5 Recyclables Revenue Distribution ....................................................................... 14
10.6 Annual Reconciliation ......................................................................................... 14
10.7 Invoices .............................................................................................................. 14
10.8 Financial Procedures and Protocols .................................................................... 15
11. Coordination, Record Keeping, and Reporting ................................................. 15
11.1 Coordination ....................................................................................................... 15
11.2 Record Keeping and Reporting ........................................................................... 15
12. Risk Allocation ................................................................................................. 16
12.1 General ............................................................................................................... 16
12.2 Force Majeure .................................................................................................... 16
12.3 Rates and Fee Challenges .................................................................................. 16
13. Dispute Resolution ........................................................................................... 16
14. Miscellaneous ................................................................................................... 16
14.1 Notice ................................................................................................................. 16
14.2 Governing Law ................................................................................................... 17
14.3 Exhibits ............................................................................................................... 17
14.4 Amendment ........................................................................................................ 17
14.5 Entire Agreement ............................................................................................... 17
14.6 Warranties .......................................................................................................... 17
14.7 Drafting .............................................................................................................. 17
14.8 Severability ......................................................................................................... 17
EXHIBITS
Exhibit A Material Delivery
Exhibit B Material Streams
Exhibit C Material Composition and Diversion
Exhibit D Capital Improvements
Exhibit E Reporting by Managing Partner
Exhibit F Partner Payments
Exhibit G Services to Residents
Exhibit H Recyclables
Exhibit I Reserve Guidelines
Final Memorandum of Understanding 1 July 2021
This New Memorandum of Understanding (“MOU”) is made this ____ day of ___________, 202 1 (“Effective Date”) by and between the CITY OF MOUNTAIN VIEW, a chartered municipal corporation (“Mountain View”) and CITY OF SUNNYVALE, a chartered municipal corporation (“Sunnyvale” or “Managing Partner”), (each a “Partner” and collectively the “Partners”).
RECITALS
WHEREAS, the Partners and the City of Palo Alto currently utilize the Sunnyvale Materials Recovery and Transfer Station (“Facility”) as more particularly set forth in that Second Memorandum of Understanding Among the Cities of Mountain View, Palo Alto, and Sunnyvale Relating to the Construction and Operation of a Materials Recovery and Transfer Station and the Long Term Disposal of Municipal Solid Waste at Kirby Canyon Landfill, dated June 9, 1992, as amended and as may be amended (“Second MOU”); and WHEREAS, under the terms of the Second MOU, the Managing Partner owns the Sunnyvale Materials Recovery and Transfer Station (“Facility”); and
WHEREAS, the Managing Partner contracts with a third party to operate the Facility (“Operator”); and WHEREAS, the Second MOU expires soon, and the Partners have negotiated this MOU to outline the use and management of the Facility by the Partners and other third parties beginning on the Commencement Date, as defined below. The Second MOU shall be of no further force or effect after the Commencement Date and the City of Palo Alto will not participate after the Commencement Date.
NOW, THEREFORE, in consideration of the foregoing, the Partners hereby agree as follows:
AGREEMENT
1. Purpose and Goals
The Partners have entered into this MOU for the following purposes and to accomplish the following goals:
(a) Address the Partner s’ obligations and responsibilities with sufficient specificity to address contingencies.
(b) Ensure future Operator Agreements are structured to be in alignment with, and in support of the MOU.
(c) Ensure the Partners are guaranteed capacity in the Facility to meet all defined processing needs. (d) Meet each Partner’s Diversion needs in a fair and equitable manner. (e) Identify and mitigate financial risks to the Partners related to the scope of this MOU to the extent possible, including avoidance of unanticipated financial obligations. (f) Simplify financial reporting, where possible, to facilitate clearer messaging to decision-makers and the public.
Final Memorandum of Understanding 2 July 2021
2. Definitions
2.1 “C&D Debris” 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 E xcluded Waste.
C&D Debris includes rocks, soils, tree remains and other yard t rimmings which results from land clearing or land development operations in preparation for construction.
2.2 “Capital Reserve Fund” means that reserve fund established by the Managing Partner pursuant to Section 10.1(b) to be used for the cost of anticipated or unanticipated capital improvements, except those covered by the Equipment Maintenance/Replacement Reserve Fund, to the Facility, including the Planned Capital Improvements, as set forth in Section 4.
2.3 “Commencement Date” means January 1, 2022.
2.4 “Disposal” means the final disposition of MSW or Residue at a Landfill
2.5 “Diversion” or “Diverted” broadly refers to activities that recover useful materials from MSW, and thus reduce the amount of materials intended for Disposal. Specific Diversion activities directly provided by the Facility or by third parties through the provisions of the MOU include, but are not limited to recovery of Organics, Recyclables, and C&D Debris from Processing of MSW and Residue, and from Processing of source-separated Organics, source -separated Recyclables, and source - separated C&D Debris.
2.6 “Diversion Goal ” means, as provided in Section 6.3 and Exhibit C Material Composition and Diversion, the relative ratio of annual tons of MSW to be Diverted at the Facility to total annual tons of MSW delivered, expressed as a percentage.
2.7 “Effective Date” means the date on which the MOU is fully executed by both Partners.
2.8 “Equipment Maintenance/Replacement Reserve Fund” means that reserve fund established by the Managing Partner pursuant to Section 10.1(c) to be used to pay for any anticipated equipment maintenance and replacement expenses for the Facility.
2.9 “Excluded Waste” means hazardous substance, hazardous waste, volatile, corrosive, biomedical, infectious, biohazardous, radioactive, sewage, restaurant grease and tallow and toxic substances or material, waste that the Managing Partner reasonably believes would, as a result of or upon Disposal, be a violation of local, state or f ederal law, regulation or ordinance, including land use restrictions or co nditions, waste that cannot be D isposed of in Class III landfills, waste that in the Managing Partner’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose any Partner or the Operator to potential liability.
2.10 “Facility” means the Sunnyvale Materials Recovery and Transfer Station, i.e., the SMaRT Station®.
2.11 “Force Majeure” means the failure of any Partner to meet its obligations under this MOU by reason of acts of God, earthquakes, droughts, floods, storms, explosion, fires, third party strikes, insurrection, riots, pandemics, epidemics, acts of the public enemy, or federal, state, or local law, order, rule, or regulation, excepting any imposed by a Partner in its sole discretion.
Final Memorandum of Understanding 3 July 2021
2.12 “Full Start-Up Date” means the date that the Facility commences full service following completion of the Planned C apital Improvements, as defined in Section 4 , currently estimated to be March 2025.
2.13 “Gate Rate(s)” means the rate(s) charged to Self -Haul customers by the Managing Partner or its Operator for processing and/ or Disposal of C&D Debris, MSW, Organics, Recyclables, and other materials delivered to the Facility.
2.14 “Hauler” means any entity with the right to collect and transport discarded MSW, Recyclables, Organics, or other materials to the Facility for processing or Dispos al that is generated within a Partner’s jurisdiction as provided for in a franchise, license, permit or other approval issued by a Partner under the terms of its municipal code and applicable law. Hauler includes a Partner if it provides collection services with its own personnel. Hauler does not include any one utilizing the ability to Self-Haul.
2.15 “Host Fee” means those payments to the Managing Partner as set forth in Section 10.3(c). The Host Fee compensates the Managing Partner for hosting the Facility within its jurisdiction and is charged for the entrance to and use of Sunnyvale property.
2.16 “Land Rent” means those payments to the Managing Partner as set forth in Section 10.3(d). The Land Rent compensates the Managing Partner for the reasonable rental value of Sunnyvale property for use of the Facility.
2.17 “Landfill” means the landfill used for Disposal of Residue, which is the Kirby Canyon Sanitary Landfill as of the Effective Date.
2.18 “Managing Partner” means the City of Sunnyvale.
2.19 “MRF Fines” means the two-inch (2”) minus material fraction (i.e., material equal to or less than two (2) inches in diameter) that results from mechanized sorting of recoverable materials from MSW, and that are high in organic content. MRF Fines are a subset of Organics.
2.20 “MOU” means this Memorandum of Understanding.
2.21 “Municipal Solid Waste” or “ MSW” means solid waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, Section 40191 and regulations promulgated thereunder.
Excluded from the definition of MSW are Excluded Waste, s ource-separated Recyclables, source- separated Organics, and radioactive waste. Notwithstanding any provision to the contrary, MSW may include de minimis volumes or concentrations of waste of a type and amount nor mally found in residential solid w aste after implementation of programs for the safe collection, recycling, treatment, and disposal of household hazardous w aste in compliance with Section s 41500 and 41802 of the California Public Resources Code as they may be amended from time to time.
2.22 “Operator” means the t hird-party providing day-to-day Facility operations under the terms of an Operator Agreement with the Managing Partner. If no Operator Agreement is executed or in effect, Managing Partner may be the Operator.
2.23 “Operator Agreement” means the agreement between the Managing Partner and Operator for day- to-day operation of the Facility.
Final Memorandum of Understanding 4 July 2021
2.24 “Organics” means material originated from living organisms and their metabolic waste products including, but not limited to food, green materials, landscape and pruning waste, lumber, wood, paper products, printing and writing paper, MRF Fines, or as otherwise defined by the Managing Partner. As of the Effective Date and unless modified by the Managing Partner, Organics does not include organic textiles and carpets, manure, biosolids, digestate, and sludges.
2.25 “Partner” means one of Mountain View, Sunnyvale, or any entity that becomes a Partner under the provisions of Section 9.1.
2.26 “Planned Capital Improvements” means those capital improvements set forth in Exhibit D Capital Improvements to be constructed by or at the direction of the Managing Partner, as set forth in Section 4.
2.27 “Pre-Commencement Period” means the period beginning with the Effective Date and ending with the Commencement Date during which the Second MOU remains in effect, while the Planned Capital Improvements provisions of the MOU set forth in Sections 3.1, 4, 7, and 10.2 are also in effect.
2.28 “Residue” means those materials that, after processing, are Disposed of rather than recycled due to either the lack of viable markets for materials, lack of recoverable materials of a sufficient quantity or quality to warrant additional recovery, or inability of the Facility to capture and recover the materials.
2.29 “Recyclables” means those materials identified in Exhibit H Recyclables, which may be revised as provided for in Section 6.4.
2.30 “Second MOU” means that certain Second Memorandum of Understanding Among the Cities of Mountain View, Palo Alto, and Sunnyvale Relating the Construction and Operation of a Materials Recovery and Transfer Station and the Long Term Disposal of Municipal Solid Waste at Kirby Canyon, dated June 9, 1992, as amended and as may be amended.
2.31 “Self-Haul” means the transport of MSW, Recyclables, Organics, or other materials to the Facility for processing and/or Disposal by the generator of such material, or some other entity permitted to do so on behalf of the generator without a solid waste franchise or similar permit, under the terms of the ordinances or regulations of a Partner or other applicable regulatory authority. Self-Haul for types of materials may exclude or include materials from generators outside of the jurisdictional boundaries of the Partners as set forth in Section 5.1. Self -Haul does not include the transport of materials to the Facility by the Partner’s personnel.
2.32 “Tip Fee(s)” means the per-ton fee paid by each Partner as set forth in Section 10.3.
3. Term
3.1 Base Term
The MOU shall take effect upon the Effective Date and expire on December 31, 2036 unless earlier terminated as provided in this MOU.
Final Memorandum of Understanding 5 July 2021
3.2 Applicable Provisions During Pre-Commencement Period During the Pre-Commencement Period, the terms of the Second MOU shall apply and be in effect. During the Pre-Commencement Period, only the applicable provisions of Sections 3, 4, 7 and 10.2 of this MOU shall apply and be in effect, which includes Sections 3.1 through 3.4, the provisions of Section 4 related to the design of the Planned Capital Improvements, those provisions of Section 7 as applied to development and execution of an Operator Agreement during the Pre-Commencement Period, and Section 10.2.
3.3 Full Applicability of MOU Provisions
Except for those provisions identified in Section 3.2 above which apply during the Pre-Commencement Period, all other provisions of the MOU shall take effect on and apply as of the Commencement Date.
3.4 Meet and Confer on Extension
On or before December 3 1, 2033, the Partners shall meet and confer regarding whether to extend the MOU and the applicable terms and conditions of any extension.
3.5 Early Withdrawal
A Partner other than the Managing Partner may terminate the MOU after the Commencement Date with written notice to the other Partner s provided at least two (2) years in advance of the termination date.
The Managing Partner may terminate the MOU after the Commencement Date with written notice to the other Partners provided at least three (3) years in advance of the termination date. Upon receipt of such notice, the Partners shall determine the assets and liabilities for the Facilities as of the date of such notice.
The withdraw ing Partner shall be responsible for its share of all outstanding liabilities, including debt services for the Facility or any improvements. Payment to satisfy such outstanding liabilities shall be made to the Managing Partner prior to withdrawal.
4. Planned Capital Improvements
The Managing Partner shall perform or cause to be performed the Planned Capital Improvements set forth in Exhibit D Capital Improvements . The design of the Planned Capital Improvements shall commence during the Pre-Commencement Period.
4.1 Schedule
The Managing Partner shall design, construct, and complete the Planned Capital Improvements from the Effective Date until the Full Start-Up Date pursuant to the estimated schedule set forth in Exhibit D Capital Improvements. The Partners shall approve any reasonable adjustments to the schedule requested by the Managing Partner, which shall not require an amendment to this MOU and shall be effective unless objected to in writing by a Partner within thirty (30) days of receipt of the updated schedule as provided by the Managing Partner. The Managing Partner shall provide the other Partners with quarterly status updates on the Planned Capital Improvements , and any Partner may at any time request to promptl y meet and confer regarding the updates. The Managing Partner shall further allow Partner review of initial designs, including by a consultant of Partner’s choice and at Partner’s sole expense, provided that such review shall not hinder Managing Partner’s ability to meet its schedule obligations to the Partners .
Partners shall take such steps as are necessary to minimize schedule impacts by arranging, in advance, for expedited internal and/or consultant review. If edits to the type or scope of Planned Cap ital Improvements are necessary, the Managing Partner shall inform the Partners of the requested change and its effect on cost and schedule. The Partners shall reasonably review and approve such changes ,
Final Memorandum of Understanding 6 July 2021
which will not be unreasonably withheld. Any dispute regarding a change shall be subject to the dispute resolution procedures set forth in Section 13. The Managing Partner shall not be responsible for changes to the schedules due to factors beyond its reasonable control, including, but not limited to, failure by other Partners to promptly respond to questions or opportunities for comment, permit issuance, environmental review, contractor disputes not due to or caused by the willful misconduct or negligent acts of the Operator and/or the Managing Partner , litigation not initiated by or due to or caused by the willful misconduct or negligent acts of Operator and/or the Managing Partner, or any Force Majeure. The Managing Partner shall be responsible for changes to the schedule within its reasonable control and , should it be unable to provide transfer of MSW for Disposal shall pay for any differential costs incurred by a Partner delivering MSW that it would have otherwise delivered to the Facility or to other facilities for processing and/or Disposal, at the then applicable market rate, while waiting for access to the Facility.
4.2 Amortization Period
The cost of the Planned Capital Improvements shall be amortized over the period of years set forth in Exhibit D Capital Improvements. Any change to the amortization period shall be a revision to the Planned Capital Improvements subject to Section 4.1.
4.3 Funding for Planned Capital Improvements
The Managing Partner shall secure the necessary funds, in an amount agreed to by the Partners and based on the requirements of the final design for the Planned Capital I mprovements, to fund the design and construction of the Planned Capital Improvements, including related costs that result from construction , such as those due to necessary changes in operations during construction . The Managing Partner may, with agreement from the Partners, which shall not be unreasonably withheld, include the estimated cost of additional and anticipated future capital improvements to the Facility , as outlined in Exhib it D Capital Improvements, in the amount of any financing, including any bond issuance, loan, or similar instrument .
To facilitate comparison of full costs, t he actual cost of the Planned Capital Improvements and any additional capital improvements included in any financing for the Planned Capital Improvements, including annual debt service, shall be calculated as part of the Tip Fees described in Section 10.3 and Exhibit F Partner Payment. Partners and the Managing Partner shall determine the actual frequency and form of payment for each Partner’s share of annual debt service, which may vary over time.
4.4 Operation of the Facility Prior to the Full Start Up Date The Partners understand and agree that the Facility may b e able to provide only limited or modified services other than MSW transfer for Disposal , prior to the Full Start Up Date. The Partners shall reasonably coordinate any changes to the services set forth in this Section caused by the Planned Capital Improvements. The Managing Partner shall not be in breach of the Second MOU or this MOU if prior to the Full Start Up Date the Facility fails to provide any service other than MSW transfer for Disposal that is required to be provided under the Second MOU or this MOU.
5. Facility Services and Operations
The Managing Partner shall provide those services at the Facility as generally set forth in this Section, with processing of the materials more particularly described in Exhibit B Material Streams.
Final Memorandum of Understanding 7 July 2021
5.1 MSW
The Facility shall accept all MSW generated within each Partner’s jurisdiction and delivered to the Facility by a Hauler or through Self-Haul. MSW shall be processed to remove Recyclables and to remove Organics for further processing by a third party(ies), and the Residue shall be Disposed of at the Landfill.
5.2 Recyclables
The Facility shall accept all source -separated Recyclables delivered on behalf of a Partner to the Facility by a Hauler or through Self -Haul. Recyclables shall be processed consistent with applicable legal requirements and market conditions. Processed Recyclables shall be transported to , or otherwise be made available for marketing and sale, and the Residue shall be Disposed of at the Landfill.
5.3 Organics
The Facility shall accept all source -separated Organics generated within each Partner’s jurisdiction and transferred to the Facility , as shown in Exhibit B Material Streams , by a Hauler or through Self -Haul.
Organics shall be pre- processed at the Facility and any Residue shall be Disposed of at the Landfill. Pre - processed Organics shall be transferred to applicable processing facilities.
5.4 C&D Debris
The Partners may arrange for Haulers to transport source -separated C&D Debris and other materials collected in roll-off boxes, to facilities other than the Facility for processing and Disposal. Self-Haul of C&D Debris shall be permitted as approved by the Partners. C&D Debris shall be processed at the Facility , consistent with applicable requirements and market conditions for recycling, except as otherwise mutually agreed by the Partners. Processed C&D Debris shall be transported to , or otherwise be made available for marketing and sale, and the Residue shall be Disposed of at the Landfill.
5.5 Additional Services to Residents
The Facility shall provide those additional services to residents of the Partners , as set forth in Exhibit G Services to Residents.
5.6 Operational Standards
The Facility shall comply with those hours and dates of operation, material delivery protocol, exempt waste procedures, and other Facility operational logistical requirements that affect Partners, residents of Partners’ jurisdictions, or third parties delivering material to the Facility, as set forth in Exhibit A Material Delivery. The Managing Partner may modify or amend such operational standards and requirements temporarily in response to Force Majeure. Depending on the nature of the Force Majeure event, the Managing Partner shall provide reasonable notice of the modification or amendment , provide an opportunity for Partners to comment , and shall give due consideration to Partner’s input. In other situations involving substantive changes to the operational standards and requirements described in this Section 5.6 and excluding changes to material streams accepted at the Facility as provided in Section 6.4, the Managing Partner shall consult with and give due consideration to Partner’s input no less than sixty (60) days prior to making such changes . Upon amendment by the Managing Partner , excluding a temporary amendment due to Force Majeure, the Managing Partner shall provide each P artner with an amended Exhibit A Material Delivery, which shall become part of this Agreement without further written amendment.
Final Memorandum of Understanding 8 July 2021
5.7 Facility Maintenance and Repair
The Managing Partner shall maintain and repair the Facility as necessary to meet the requirements of the MOU, and the Partners shall ensure that such costs are included in annual budgets or proportionately reimbursed to the Managing Partner.
6. Material Streams
6.1 Initial Tonnage
Upon the Commencement Date, the Partners shall require Haulers to transport those collected materials set forth in Exhibit B Material Streams to the Facility. The tonnage amounts identified in Exhibit B Material Streams represent guaranteed capacity at the Facility for such stream, but do not obligate the Partner to actually provide such tonnage to the Facility in the event that discarded materials are less than anticipated. Partners may provide tonnages in excess of those identified in Exhibit B Material Streams, subject to available capacity as reasonably determined by the Managing Partner and as previously communicated to the Partners . Unl ess otherwise noted in Exhibit B Material Streams and subject to Section 6.4, the Partners shall ensure that all Haulers operating within their jurisdiction solely utilize the Facility for each material stream required to be delivered to the Facility under the terms of this MOU.
Partners shall take such reasonable enforcement measures as necessary to ensure compliance by its Haulers, which shall include inserting Facility delivery requirements and penalties for non -compliance in all applicable Hauler franchises, agreements, permits, licenses, and other approvals and ensuring compliance with the applicable provisions.
6.2 Materials Stream Composition
The Partners understand and agree that effective and efficient operation of the Facility requires understanding and anticipating the current and anticipated future composition of waste streams of each Partner. The Partners shall develop a protocol for conducting future MSW, Organics, and Recyclables composition studies and analyses to ensure compliance with applicable regulatory requirements or as deemed advisable by the Partners, and for the purpose of allocating Recyclables sales revenues between the Partners as set forth in Section 10.5. The cost of joint studies shall be paid by the Parties proportionally, based on the relative amount of delivered tons of each waste stream. For purposes of this MOU, any change to tonnage or composition shall be measured against the prior year’s tonnage , or the most recent composition study. The Partners may at any time agree to modify Exhibit C Material Composition and Diversion , in which case the Managing Partner shall provide each Partner with an amended Exhibit C Material Composition and Diversion, which shall become part of this Agreement without further written amendment.
6.3 Diversion Goals
The Managing Partner shall operate the Facility to achieve the Diversion Goal specified in Exhibit C Material Composition and Diversion and as provided under the terms of this MOU . The Diversion Goal may be modified by mutual agreement of the Partners, in which case the Managing Partner shall provide each Partner with an amended Exhibit C Material Composition and Diversion which shall become part of this Agreement without further written amendment.
6.4 Changes in Material Streams and Tonnages
In the event that a Partner wishes to implement a new collection program or alter an existing program such that the composition or tonnage of delivered material may change, that Partner shall inform the
Final Memorandum of Understanding 9 July 2021
other Partners no less than six (6) months prior to the planned implementation date for the change. The Partners shall collectively determine the impact on all Partners and will work in good faith to identify an equitable solution. If , after the Effective Date, a Partner wishes to deliver less than all of a given waste stream to the Facility, that Partner shall inform the other Partners no less than six (6) months prior to the planned implementation date for the change. The Partners shall collectively de termine the impact, and modify Tip Fees as necessary to ensure that any change in the net cost of operating the Facility is paid by the Partner reducing its delivery.
7. Operator
7.1 Operator Agreement
The Managing Partner may, in its reasonable discretion, contract with a third -party Operator to operate the Facility on its behalf, as set forth in the Operator Agreement. The Managing Partner shall oversee the Operator and administer the Operator Agreement. The Operator Agreement shall be consistent with the terms of this MOU and should ensure alignment of Operator’s performance with Partner goals, including a clear connection between the financial responsibilities and Diversion expectations of the Partners, and those of the Operator.
7.2 Operator Procurement
For any new or extended Operator Agreement executed after the Effective Date, the Partners shall meet and confer to identify the process for Operator procurement, including the benefits of a competitive or single source procurement and length of term, the timely review of any draft requests for proposals and draft Operator Agreements by the Partners, and the participation of Partner representatives in proposal evaluations. The selection of the Operator and the terms of any final Operator Agreement shall be determined by the Managing Partner in a manner consistent with the agreed procurement process.
Notwithstanding the foregoing and subject to future Partner discussion, the Partners anticipate that all amended or new Operator Agreements will address the following:
(a) Provision of financial incentives and/or disincentives that motivate Operator performance to meet Partner goals for the amount, percentage, and/or timing of Diver sion of specific material streams or other performance incentives. The Partners anticipate that Recyclables revenue incentive(s), if any, will be based on achieving defined percentages of specified benchmark commodity indices and/or sale prices, rather than as a direct share of Recyclable revenues. (b) How the Operator will or will not be compensated for typical and atypical variations in tonnage delivered to the Facility. Further, the Operator Agreement should include, if feasible, other means for reducing risk of unanticipated Operator expenses. The Operator Agreement should reward efficiency, require Operator flexibility in accommodating Partner needs in a timely manner, and reward Operator-suggested innovations that reduce cost or increase efficiency and that are approved by the Partners, as set forth in the MOU.
(c) In addition to general compliance with applicable law, Operator activities related to SB 1383 compliance, including but not limited to meeting recovery targets, conduct of and/or coordination with parties conducting composition studies, data tracking and r eporting, and other matters requested by the Partners.
Final Memorandum of Understanding 10 July 2021
(d) Specification of Operator responsibility for the impacts and costs related to Operator’s labor unrest, including strike, work stoppage, slowdown, sick out, picketing, or other concerted job action.
7.3 Operator Compensation
The Operator shall be compensated for services as set forth in the Operator Agreement, including whether and how compensation may be paid out of reserve funds as identified in Section 10.1.
8. Other Third-Party Agreements
8.1 Ancillary Programs by One or More Partners
With prior consultation with other Partners, the Managing Partner may take the lead role in procuring agreements with third parties for waste-related services at the Facility to be used by one or more Partners.
Each Partner may, but is not required to, participate in such programs and agreements and shall pay its proportional cost of participating, which shall be detailed in such agreement. The Tip Fee shall be adjusted as necessary to account for such program.
8.2 Sole Managing Partner Programs
With prior written notice to the other Partners, the Managing Partner may execute third -party agreements for waste -related services at the Facility or that impact the Facility , that are for the sole benefit of the Managing Partner , and that do not affect the other Partners’ use of the Facility or cost of doing so. The Managing Partner shall be solely responsible for all costs of such programs.
8.3 Sole Other Partner Programs
With prior written notice to the other Partners, a Partner, other than the Managing Partner, may execute third-party agreements for waste -related services at the Facility or that impact the Facility, that are for the sole benefit of the Partner , and that do not affect the other Partners’ use of the Facility or costs of doing so. Upon request, the Managing Partner may assist in the negotiation and administration of such agreements to the extent feasible, given other commitments and with reasonable compensat ion for the Managing Partner ’s ongoing management, which shall be set forth in an agreement between such Partner(s) and the Managing Partner.
8.4 Notice to Other Partners of Impacts
Each Partner shall provide the other Partners with at least ninety (90) days’ advance written notice of any material change to a third-party agreement, subject to this Section or of a Partner’s intent to negotiate or implement new or modified terms to any third-party agreement that could have a direct or indirect impact on the Facility, Operator, or other Partners.
8.5 Disposal Agreements
During the term of this MOU, and except as otherwise agreed to by the parties, each Partner shall execute and maintain an agreement with the Landfill or with the Managing Partner to permit the Disposal of MSW and Residue at the Landfill. In all cases, such disposal agreements shall not conflict with this MOU.
9. Other Facility Users
The Managing Partner shall not permit any third party, excluding Haulers or those exercising Self-Haul, to transport waste materials to the Facility except as permitted in this Section.
Final Memorandum of Understanding 11 July 2021
9.1 New or Additional Partners
With the consent, which may not be unreasonably withheld, of the other Partner , or one additional Partner if there are two or more Partners other than the Managing Partner, the Managing Partner may execute agreements with other public agencies to become Partners to the MOU with no adverse financial or operational impacts to existing Partners, unless otherwise agreed. The Managing Partner may develop a template agreement to add new Partners for prior review and approval by the existing Partners. Upon development and approval of such template, the Managing Partner may execute the template with any new Partner, subject to compliance with the California Environmental Quality Act (CEQA) and other applicable law(s).
9.2 Merchant Users
With mutual agreement of the other Partners, which may not be unreasonably withheld, if the sale does not have an adverse financial or operational impact on the other Partners , unless otherwise agreed, the Managing Partner may offer excess capacity in the Facility for any waste stream to a third-party merchant user, who may be a solid waste hauler or public agency. Such sales shall not affect the capacities provided to each Partner in Exhibit B Material Streams. The Managing Partner may develop a template agreement to offer excess capacity to merchant users for prior review and approval of the other Partners. Upon development and approval of such template, the Managing Partner may execute the template with any merchant user, subject to compliance with the California Environmental Quality Act (CEQA) and other applicable law(s).
10. Financial Provisions
10.1 General Provisions
Except as otherwise provided in this MOU, the Partners shall be responsible for all costs of operating the Facility in those proportions , as set forth in Exhibi t F Partner Payments. The Partners understand and agree that the Managing Partner shall be entitled to recover all direct and indirect costs of operating the Facility incurred under this MOU, as set forth in Exhibit F Partner Payments. The Managing Partner shall prepare annual budgets, reserve targets, capital replacement schedules, and other planning documents necessary to operate the Facility in coordination with the Partners. The Managing Partner shall notify the other Partners as soon as reasonably possible if it incurs an unbudgeted single expense of Fifty Thousand Dollars ($50,000) or more and whether reserve funds are planned to be utilized to cover such unbudgeted expense. The Managing Partner shall accurately account for all revenues and costs related to the Facility.
Without limiting the foregoing, the Managing Partner shall establish and maintain the following funds:
(a) SMaRT Station Enterprise Fund. The SMaRT Station Enterprise Fund shall be used for allocating net costs of the Facility to Partners and which shall have a net zero balance at the end of each fiscal year.
(b) Capital Reserve Fund. The Capital Reserve Fund shall be used for those purposes set forth in Section
2.2 and subject to the guidelines set forth in Exhibit I Reserve Guidelines. The Managing Partner, in coordination with the Partners, shall determine whether any changes to the appropriate amount of the Capital Reserve Fund are required as part of the annual budget process and are consistent with adopted reserve policies , as they may be amended by Managing Partner in consultation with the Partners. At the termination of this MOU or upon early termination by Partner , as described in Section 3.5, any excess funds in the Capital Reserve Fund shall be returned to the Partners in proportion to their initial contribution.
Final Memorandum of Understanding 12 July 2021
(c) Equipment Maintenance/Replacement Reserve Fund. The Equipment Maintenance/Replacement Reserve Fund shall be utilized to pay for any anticipated equipment maintenance and replacement expenses for the Facility, subject to the guidelines set forth in Exhibit I Reserve Guidelines . The Managing Partner may accumulate funds in the Equipment Maintenance/Replacement Reserve Fund to pay for anticipated expenses in future fiscal years , as deemed appropriate. The Managing Partner, in coordination with the Partners, shall determine whether any changes to the appropriate amount of the Equipment Maintenance/Replacement Reserve Fund are required as part of the annual budget process and are consistent with adopted reserve policies , as they may be amended by Managing Partner in consultation with the Partners. At the termination of this MOU or upon early termination by Partner as described in Section 3.5 , provided all applicable debts and obligations under the MOU have been satisfied , any unspent funds in the Equipment Maintenance/Replacement Reserve Fund shall be returned to the Partners in proportion to their initial contribution.
The Partners acknowledge the probable need to replace equipment or make capital improvements during the term of the MOU (“deferred replacement”) . The exact nature and timing of which , are not known as of the Effective Date. Deferred replacements shall provide for a ten-year recovery of equipment costs and a fifteen (15) year recovery of capital improvement costs. Such projected expenditures shall be reviewed in advance by the Partners, as part of the annual budgeting process provided for the Capital Reserve Fund and the Equipment Maintenance/Replacement Reserve Fund , as described in subsections (b) and (c) above. Upon termination of the MOU at the end of the base term or an extension, o r Partner exercise of early withdrawal rights as provided in Section 3.5, the applicable Partner(s), other than the Managing Partner, shall owe a prorated portion of their total share of such agreed costs , as shown in the examples contained in the following table.
Example
Calendar Year
Deferred
Replacement
Cost is Incurred
Length of MOU
Term
Remaining
Length of
MOU Term
(Years)
Remaining Length
of MOU Term (%)
Partner
Obligation
($)
1. 12th year 15 years 3 years 20.0%
(3 years /15 years)
20.0% of
Partner’s
full share of
cost
2. 12th year 18 years
(includes a 3-year
extension)
6 years 33.3%
(6 years /18 years)
33.3% of
Partner’s
full share of
cost
10.2 Pre-Commencement Period
Consistent with Section 4 , the Managing Partner may incur costs for the Planned Capital Improvements during the Pre-Commencement Period and provided that it notifies the Partners prior to doing so. The Partners will endeavor to recover all costs of the Planned Capital Improvements through an applicable debt or similar financings and paid over time through debt service components of the Tip Fees. However, in the event the Managing Partner identifies the need to incur additional costs that are not included in such financing and that exceed fifty thousand dollars ($50,000), the Managing Partner will promptly notify and discuss such need with the Partner s and will consider any reasonable alternative to minimize or eliminate the need to incur the cost. Managing Partner may provide an invoice for Partner’s share of such
Final Memorandum of Understanding 13 July 2021
costs to the other Partners, which shall be paid within ninety (90) days of receipt. Partner’s share of such costs shall be allocated on the same basis, as provided in Exhibit F Partner Payments, for debt service.
10.3 Tip Fees
All Partners shall pay the Managing Partner a Tip Fee for each ton of each delivered stream. Exhibit F Partner Payments specifies the initial Tip Fees for each delivered stream as of January 1, 2022, provided that the initial Tip Fees shall be adjusted on July 1, 2021 , as provided in subsection (d) below , to reflect changes in the cost of living since the Effective Date. Exhibit F Partner Payments outlines the components of cost, specifies whether such costs are fixed or variable , and defines the method of allocation to Tip Fees. Cost components include Operator compensation, Managing Partner annual budget, debt service, transfer and transport (as applicable), third party processing, Disposal, Host Fee, Land Rent, and reserves.
Tip Fees include the cost of services to Partners’ residents provided for in Section 5.5. (a) In addition to the above, if a program or function is established to benefit one Partner or a subset of Partners, the Tip Fee for such Partners shall be adjusted to fully recover all direct and indirect costs of such program or function from the participating Partners. (b) Tip Fees shall be adjusted annually on July 1 as part of the Facility’s annual budget process and as determined by the Partners. Exhibit F Partner Payment s outlines the process for adjusting the Tip Fees.
(c) The Tip Fee paid by Partners shall include the Host Fee, which shall be pa id to and retained by the Managing Partner for use for any lawful purpose. Exhibit F Partner Payments specifies the initial Host Fee for each delivered stream as of January 1, 2022, provided that the initial Host Fee shall be adjusted on July 1, 2021 and each July 1 thereafter to reflect changes in the San Francisco-Oakland- Hayward Metropolitan Area Consumer Price Index (All Urban Consumers), which is calculated based on the annual change in the index from December of the prior year. In the event that this index is no longer calculated by the Bureau of Labor Statistics, the Partners shall use the successor index or other index that most closely resembles the All Urban Consumers index. (d) The Tip Fee paid by the Partners shall include Land Rent . Exhibit F Partner Payments specifies the initial Land Rent to be applied to each delivered stream as of January 1, 2022, provided that the initial Land Rent shall be adjusted on July 1, 2021 and each July 1 thereafter to reflect changes in the San Francisco -Oakland-Hayward Metropolitan Area Consumer Price Index (All Urban Consumers), which is calculated based on the annual change in the index from December of the prior year. In the event that this index is no longer calculated by the Bureau of Labor Statistics, the Partners shall use the successor index or other index that most closely resembles the All Urban Consumers index.
Land Rent is allocated to each of the Partners in proportion to their relative use of the total overall permitted capacity of the Facility (tons per day), as specified by the Facility’s State solid waste facility permit. The initial Land Rent ($/ton) was calculated in this manner:
• Total FY 2021-22 land rent for all Partners = $822,608 • Permitted capacity of the Facility = 1,500 tons per day • Operating days per year = 260
• Permitted tons per year = 260 x 1,500 = 390,000
Final Memorandum of Understanding 14 July 2021
• Land Rent per Ton = $822,608 / 390,000 = $2.11
By way of example, if the City of Mountain View delivered 52,000 tons to the Facility in a year (all streams excluding Self Haul) then it would pay a total of $109,720 for that year in Land Rent (52,000 x $2.11) as the Tip Fee.
(e) In the event that the permitted capacity of the Facility is increased or decreased, the Land Rent shall be reallocated based upon the revised capacity, with the reallocated Land Rent ($/ton) becoming effective on the effective date of the permit revision. To calculate this reallocated Land Rent, the total annual Land Rent would be divided by the revised annual permitted capacity, as above. The total Land Rent to be used in the reallocation would be equal to $822,608 adjusted on July 1, 2021 and each July 1 thereafter to reflect changes in the San Francisco -Oakland-Hayward Metropolitan Area Consumer Price Index (All Urban Consumers), which is calculated based on the annual change in the index from December of the prior year. In the event that this index is no longer calculated by the Bureau of Labor Statistics, the Partners shall use the successor index or other index that most closely resembles the All Urban Consumers index. Land Rent may be used by the Managing Partner for any lawful purpose.
10.4 Gate Rates
Any person or entity utilizing Self-Haul shall pay the Operator on behalf of the Managing Partner a Gate Rate for all delivered materials at the Facility. Whether calculated on a weight or volume basis, the Gate Rate shall include the Host Fee and Land Rent. Revenues received from the Gate Rate, excepting the Host Fee and Land Rent, shall be utilized to offset costs of operating the Facility. Revenues from Gate Rates may be shared with the Operator to the extent provided in the Operator Agreement.
10.5 Recyclables Revenue Distribution
The Partners shall retain the proceeds from the sale of all Recyclables , as set forth in Exhibit F Partner Payments. The Partners shall conduct Recyclables composition studies for the purpose of allocating Recyclables sale s revenues between the Partners , as provided in Section 6.2 and Exhibit C Material Composition and Diversion , and at the frequency specified in Exhibit C Material Composition and Diversion. The Partners may at any time agree to modify such frequency, in which case the Managing Partner shall provide each Partner with an amended Exhibit C Material Composition and Diversion, which shall become part of this Agreement without further written amendment.
10.6 Annual Reconciliation
The Managing Partner will develop detailed procedures for conducting annual reconciliations to ensure allocation of costs and revenues between the Partners as provided in this MOU. The Managing Partner shall develop proposed procedures for Partner review by October 1, 2021, with the intent of the completing adoption of the procedures by the Commencement Date.
10.7 Invoices
The Partners shall pay the Operator or Managing Partner, as directed by Managing Partner, all Tip Fees and other costs within sixty (60) days of receipt of an invoice.
Final Memorandum of Understanding 15 July 2021
10.8 Financial Procedures and Protocols
The Partners shall adopt and amend procedures and protocols to implement the financial provisions of the MOU consistent with its terms and the identified goals . Any dispute regarding the development or implementation of the procedures shall be subject to Section 13.
11. Coordination, Record Keeping, and Reporting
11.1 Coordination
(a) Each Partner shall appoint one staff person to act as its representative . This individual shall be designated with written notice to the other Partner (s). Each Partner shall further ensure that its City Manager, Public Works Director or department director responsible for solid waste activities , and similar senior staff , as determined by each Partner , are available for Facility coordination and discussion as necessary.
(b) The Managing Partner shall coordinate and host quarterly meetings between the Partners regarding Facility operation and other matters subject to this MOU. The Managing Partner shall provide summary notes of such meetings to the Partners within ten (10) days of each meeting, and the Partners shall notify the Managing Partner within twenty (20) days of each meeting of any issues or concerns regarding the summary notes.
(c) The Partners shall endeavor to participate in monthly or similar interval meetings or conference calls to discuss Facility operation and other matters subject to this MOU. (d) Without limiting the foregoing, the Managing Partner shall ensure that the Partners remain aware of pending or potential operational changes to the Facility or to collection programs that may directly or indirectly impact other Partners. Other Partners shall provide similar notifications regarding their efforts.
11.2 Record Keeping and Reporting
The Managing Partner shall prepare and distribute reports regarding the Facility, its operations, and finances to the Partners. Such reports shall include the following:
(a) As more particularly set forth in Exhibit E Reporting by Managing Partner , the Managing Partner shall collect and track relevant financial and operational data, modified as necessary to facilitate tracking of cost centers, and to set, manage and adjust Operator compensation and Tip Fees.
Reporting materials will be checked for accuracy prior to release to the Partners. (b) The Managing Partner shall provide annual and semi -annual reports regarding Facility operations to the Partners.
(c) The Managing Partner shall prepare and circulate an end of year financial report, audited by a third party, which describes all relevant financial information regarding Facility operation to ensure the accuracy of the data and other financial matters. The data used to prepare such report shall be available to Partners in sufficient detail to permit auditing by any Partner.
Final Memorandum of Understanding 16 July 2021
12. Risk Allocation
12.1 General
Each Partner shall indemnify, defend, and hold the other Partners, their officers, officials, agents, employees and volunteers harmless from all claims, suits or actions of every name, kind and description, including but not limited to reasonable attorney’s fees and other costs of defense, arising from or relating to the acts or omissions of the Partner, its officers, agents, employees or volunteers except to the extent such claims, suits, or actions arise from or relate to the actions or omissions of any o ther Partner, its officers, agents, employees or volunteers.
In the event of concurrent negligence of two or more Partners, their officers, officials, agents, or employees, the liability for any and all claims, suits or actions of every name, kind and description arising out of this MOU shall be apportioned between the Partners under the established California rules of comparative negligence with each party bearing its own attorneys’ fees and costs.
12.2 Force Majeure
If any Partner is prevented, in whole or in part, from carrying out this MOU due to a Force Majeure, then any Partner may reduce or cease performance of the MOU as necessary to respond to such event of Force Majeure. Within thirty (30) days of any Partner declaring a Force Majeure, the Partners shall meet and confer to determine the impact and duration of the event and any reasonable steps that can be taken by the Partners to mitigate or reduce the impact of the Force Majeure . In addition, in all cases and notwithstanding any Force Majeure, each Partner shall continue to pay its share of any fixed costs , included in the Tip Fees, upon request of the Managing Partner.
12.3 Rates and Fee Challenges
Each Partner shall ensure that any solid waste rates charged by each Hauler or Partner include sufficient revenues to pay the Tip Fees and any other processing and Disposal costs.
13. Dispute Resolution
The Partners shall attempt to informally meet and confer regarding any dispute regarding the interpretation of this MOU, which shall include discussions between appropriate executive staff of the Partners including department directors, and city managers a s necessary. If such discussions are unable to resolve the dispute, the Partners may agree to mediation or other non-binding dispute resolution process, provided that disputes regarding financial, accounting, budgeting, or cost matters shall be decided by binding arbitration. The Partners shall equally split the cost of any mediation, arbitration, or other dispute resolution and shall bear their attorneys’ fees and costs.
14. Miscellaneous
14.1 Notice
During the term of this MOU, all notices shall be made in writing and either served personally, sent by first class mail, or sent by email, provided confirmation of delivery is obtained at the time of email transmission.
Notices to Sunnyvale shall be sent to the attention of the “Solid Waste Program Manager. Notices to Mountain View shall be sent to the attention of the Assistant Public Works Director. In the event either of
Final Memorandum of Understanding 17 July 2021
these positions is vacant, notices to Sunnyvale shall be sent to the attention of the Environmental Services Director and notices to Mountain View shall be sent to the attention of the Public Works Director.
Any Partner may change the address to which notice is to be given by providing the other Partners with written notice of such change at least fifteen (15) days prior to the effective date of the change.
Service of notices shall be deemed complete on the date of receipt if personally served or if served using email provided confirmation of delivery is obtained at the time of email transmission. Service of notices sent by first class mail shall be deemed complete on the fifth (5th) day following deposit in the United States mail.
14.2 Governing Law
This MOU shall be deemed to be executed within the State of California and construed in accordance with and governed by laws of the State of California.
14.3 Exhibits
The exhibits attached to this MOU are incorporated by this reference.
14.4 Amendment
This MOU may only be amended in writing signed by all Partners, and any purported amendment shall be of no force or effect.
14.5 Entire Agreement
This MOU constitutes the entire agreement between the Partners and supersedes all prior negotiations, representations, or agreements, whether written or oral. Notwithstanding the foregoing, the Current MOU shall remain in effect during the Pre-Commencement Period, subject to the applicable provisions of this MOU. Any breach of the Current MOU during such time period shall also be a breach of this MOU.
Upon the Commencement Date, this MOU shall supersede the Current MOU.
14.6 Warranties
The person signing this MOU on behalf of a Partner is authorized to do so. All procedural and other preconditions to the effectiveness of this MOU have been satisfied. There is no litigation pending or threatened that would materially impact a Partner’s ability to enter into or perform this MOU.
14.7 Drafting
The Partners acknowledge that the terms of this MOU were negotiated and drafted by the Partners with the assistance of counsel. Accordingly, any rule of construction to the effect that any ambiguity is to be construed against the drafting party shall not apply to the interpretation of this MOU.
14.8 Severability
If for any reason any provision of this MOU is determined to be invalid, unenforceable or contrary to any existing or future law to any extent, such provision shall be enforced to the extent permissible under the law and such invalidity, unenforceability or illegality shall not impair the operation of or otherwise affect those portions of this MOU which are valid, enforceable and legal.
Final Memorandum of Understanding 18 July 2021
SIGNATURE PAGE FOR NEW MEMORANDUM OF UNDERSTANDING
Among the Cities of Mountain View and Sunnyvale Relating to the Operation of a Materials Recovery and Transfer Station
IN WITNESS WHEREOF, the Parties hereto have executed this agreement in duplicate on the day and year first above written.
CITY OF MOUNTAIN VIEW,
a chartered municipal corporation
By:
City Manager
By:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY OF SUNNYVALE,
a chartered municipal corporation
By:
Kent Steffens, City Manager
APPROVED AS TO FORM:
John A. Nagel, City Attorney
EXHIBIT A
MATERIAL DELIVERY
Delivery of Materials
Partner Designated Hauler deliveries:
Monday-Friday 5am-5pm (and Saturday’s following a holiday which falls on a weekday) Saturday 8am-3pm
Facility Closed: January 1, the Fourth Thursday in November, December 25 (“Holidays”) Public Haul and Resident Services:
Daily 8am-5pm (except Holidays)
Buyback and Drop-off Center
Daily 8am-5pm (except Holidays)*
* Certain drop-off materials may be limited to Monday-Friday by Operator, as approved by Managing Partner with notice to Partners
Facility Operational Requirements:
Partner Designated Haulers shall follow the materials delivery protocol and policies as directed by the Operator, including but not limited to; “SMaRT Station - GENERAL SAFE OPERATION & COMPLIANCE POLICY for HAULERS”; Load check procedures; and any other standards or procedures that may be adopted in the future by the Operator to ensure safety and compliance at the Facility.
Source References:
SMaRT Operating Agreement Section 3.3
Solid Waste Facilities Permit (CalRecycle) 43-AA-0009; Transfer Processing Report Bay Counties Waste Services: SMaRT Station General Safe Operation & Compliance Policy for Haulers (7/15/2013)
City of Sunnyvale Conditional Use Permit
EXHIBIT B
MATERIAL STREAMS
Tonnage by Stream Sunnyvale Mountain View Cupertino Total MSW 71,741 47% 39,936 81% 15,000 97% 126,677
Dual Stream Recycling 10,087 7% 5,835 12% - 0% 15,922 Single Stream Recycling (OCC) 4,266 3% - 0% - 0% 4,266 Mixed Organics - 0% - 0% - 0% - Food Scraps 7,690 5% - 0% - 0% 7,690 Clean Green 14,201 9% 1,316 3% 395 3% 15,912
Public Haul 15,619 10% 2,367 5% - 0% 17,986 C&D 13,198 9% - 0% - 0% 13,198 Loose Roll-Off 8,977 6% - 0% - 0% 8,977 City of Sunnyvale Water Dept. - Clean
dirt spoils 2,911 2% - 0% - 0% 2,911 Specialty Collected - Source Separated
Concrete 314 0% - 0% - 0% 314 Sunnyvale Extra Dump Events 2,785 2% - 0% - 0% 2,785 Total 151,789 49,454 15,395 69,773
As referenced in Section 6.1 Initial Tonnage. Updated 6/9/2025.
EXHIBIT C
MATERIAL COMPOSITION AND DIVERSION
Material Composition
In accordance with Section 6.2 of the MOU Dual-Stream characterization studies will be performed every other year by the SMaRT Station Operator. Partners may request a characterization outside of this cycle, but not more frequently than every 6 months. These characterizations shall form the basis for the allocation of revenues from the sale of source -separated recyclables delivered from Partner collection programs.
Dual-Stream Characterization (2021*, Performed by SMaRT Operator, Bay Counties Smart) In 2022, SCS Engineers (SCS) conduct ed a physical characterization of the material infeed and output at the SMaRT Station Material Recovery Facility (MRF). The goal of this project was to understand the types and quantities of material removed from the MRF, to identify potential changes to the new upgraded MRF. The survey date is presented in Appendix 1.
Diversion
Goal - 39.2% of incoming MSW
Method for Calculating Diversion Percentage
A = Tons of Municipal Solid Waste coming into the SMaRT Station. *Note: Municipal Solid Waste does not include source-separated organics, source-separated curbside materials, source-separated C&D materials such as concrete, dirt and metals and materials delivered to the Buyback/Dropoff Center.
B = Tons of Municipal Solid Waste placed in transfer trucks and hauled to the Kirby Canyon Landfill for disposal.
C = Percent of incoming Municipal Solid Waste diverted.
A-B/A = C
The following example shows how this formula will be used to calculate the diversion level achieved:
A = 200,000 tons
B = 145,000 tons
200,000 tons – 145,000 tons / 200,000 tons = 27.5% diverted
SMaRT Station MOU D-1 July 2021
EXHIBIT D
CAPITAL IMPROVEMENTS
SMaRT Next Gen Refurbishment Overview
May 2025
The refurbishment of the SMaRT Station is intended to consist of a variety of upgrades and improvements to meet the following overall goals:
• Replace worn or near end-of-life equipment and systems. • Improve functionality for efficiency and enhanced recovery/diversion. • Increase diversion to meet various long- term goals such as Climate Action Plans and Zero Waste Goals.
• Increase recovery of organics by way of recovery of MRF fines and compostable paper to improve compliance with regulatory requirements.
• Enhance automation or mechanical recovery systems where labor conditions or labor cost savings could be realized.
• Refurbish or replace worn or antiquated building and/or site features.
These goals are exhibited in the following improvements per the respective systems:
Mixed Waste System and Curbside System
• Add equipment where current equipment is lacking or where an overall improvement of the system can be achieved. A specific example is the addition of a size reducer/shredder, metering equipment either upfront or along the mixed waste processing line such that more bags are opened and their contents liberated for the remainder of the system to function more efficiently. • Add a series of recovery system to increase diversion, both to reach the respective jurisdictions Climate Action Plans, Zero Waste Goals, as well as to aid in the requirements of new state mandates requiring elevated levels of organics diversion. These improvements are envisioned to increase the recovery of MRF fines as well as compostable paper from the mixed waste stream. • Add automation or mechanical systems where either enhancements in the quality or quantity of recovered commodities or reductions in labor or maintenance force can realize a net benefit over time.
• Replace worn aged equipment that is either near the end of its useful life • Anticipating the replacement of additional equipment that has additional useful life but is likely to reach the end of its useful life within the period of the Agreement.
Given the age and condition of the current curbside processing system, improvements include a partial renovation of the dual stream processing line to enable the system to function more efficiently and to be prepared to operate with fewer operational break downs, and allow for a reduction in staff on the sorting line. The improvements include:
EXHIBIT D
CAPITAL IMPROVEMENTS
SMaRT Station MOU D-2 July 2021
• Reconfiguring the bunkers and infeed system to improve functionality. • Adding equipment to improve material sizing and separation, automation, and overall functionality.
• Adding optical sorters and related equipment to reduce reliance on manual labor. • Replacing or refurbishing the byproduct management system to improve functionality.
Transfer Station
• Replace or add a new compactor to relieve the ongoing reliance of the original compactor installed in 1994.
• Repair and or upgrade sitework features such as pavement, concrete, drainage, etc. • Upgrade or repair features in the Transfer Station building such as worn tipping floor, dust suppression misting improvements, additional enclosures, etc. • Replace or upgrade worn features as identified in the Infrastructure Condition Assessment Program (ICAP) analysis which evaluated the condition of the Sunnyvale SMaRT Station buildings, site and infrastructure by preparing a prioritization of work requirements and developing short and long- term work plans using the ICAP application. A portion of the improvements are envisioned to be included in the initial refurbishment of the facility and the remainder are identified as deferred improvements that are likely to be required in later years of the Agreement.
Food Waste System
• The food system was upgraded during calendar year 2024 using a CalRecycle grant. No costs for this improvement are included in this Schedule\ since partners do not utilize this line of business.
Construction and Demolition System
• If deemed necessary by Sunnyvale, add a Construction and Demolition (C&D) sorting line to the facility. Please note that this system is only used by the City of Sunnyvale. Consequently, no costs for this improvement are included in this Schedule.
Organic Processing
• BAAD Organic material handling regulation are suspended (add enclosures and possibly a foul air treatment system)
Mixed Waste MRF and Curbside Recycling Equipment Cost
Refer to Exhibit D-1 $ 35,063,175
Building Repairs and Other Equipment Improvements Cost New Compactor and Infeed Conveyor $ 2,550,000 Civil & Structure Building Improvements $ 1,000,000 Fire Protection Sprinkler Process System & Fire Rover system* $ 400,000
EXHIBIT D
CAPITAL IMPROVEMENTS
SMaRT Station MOU D-3 July 2021
Fire Protection Sprinkler Building Level System $ 300,000 Asphalt Paving $ 500,000
Electrical service line $ 850,000
HVAC Pre-Sort Cabin + Refurbishing Pre-Sort Cabin $ 250,000 Residual Conveyor #601+ Retrofitting Other Conveyors (Qty: ~18 TBC) $ 1,000,000 Refurbishing 2 Existing Trommels $ 1,000,000
Subtotal $ 7,850,000
Other and Soft Costs Cost
Ethernet Connection to BHS MCC's $ 100,000 Safety Protection Equipment | Safety Signs $ 50,000 MRF Project Manager $ 360,000
Inspections and Permits $ 100,000
Other Consultants $ 450,000
Contingency $ 2,000,000
Actuals (2018-2025) $ 5,440,000
Subtotal $ 8,500,000
Total Capital Cost $ 51,413,004
Future Deferred Costs
Deferred ICAP Building Repairs - 20 years Cost
Remainder of Building Repairs deferred to future years $ 8,202,000 2021 Present Value of deferred improvements (3% discount rate, 20 year period, nearest $1,000)
$ 4,541,000
Amortized Cost of Deferred Building Repairs (assuming 3% interest, 20 year amortization period, nearest $1,000)
$ 306,000
Deferred Replacement of Equipment - 20 years Cost
Replacement of 44 pieces of mixed waste processing equipment with end of life likely within agreement term
$ 6,060,000
2021 Present Value of deferred equipment improvements (3% discount rate, 20 year period, nearest $1,000)
$ 3,355,000
Amortized Cost of Deferred Equipment Replacement (3% interest, 20 year amortization period, nearest $1,000)
$ 226,000
EXHIBIT D
CAPITAL IMPROVEMENTS
SMaRT Station MOU D-4 July 2021
Schedule of Performance :
EXHIBIT D
CAPITAL IMPROVEMENTS
SMaRT Station MOU D-5 July 2021
Project Milestone Schedule: Milestone Payment Payment Schedule 1 Notice to Proceed 20% 0 days
2 6 days
General Arrangement
Part 1) 30% Design Drawing Package 30% Layout of system envelope 30% Equipment list
30% Preliminary floor loading diagram depicting areas of highest expected loading
20%
45 days
Part 2) 60 % Design Drawing Package
60% Refined system layout with enhanced details of structure layouts and equipment details 60% Refined equipment list with confirmed equipment numbers 60% Pit layout drawing
75 days
Part 3) 90% Design Drawing Package
90% General Arrangement drawing package:
• □Elevation views and cross sections
• □Final equipment list (with identification labels)
• □Area for approval signature
90% Baseplate layout drawing with load reactions identified 90% Pit layout drawing with cross sections and edge details provided
100 days
Part 4) 100% Design Drawing Package
100% General Arrangement drawing package
• □Elevation views and cross sections
• □Equipment list (with identification labels)
• □Area for approval signature to authorize BHS to proceed with equipment design and construction
100% Baseplate layout drawing with load reactions identified 100% Pit layout drawing with cross sections and edge details provided
Part 4) 100% Design Drawing for construction| General
115 days
3 Part 1) Final BHS Structural drawing + load calculations ( for equipment) and Part 2) all technical information needed to complete civil and structural work that will be lead by the City (3 weeks after GA approval )
136 days
4 Mechanical Design Complete 242 days
5 Electrical Design Complete 143 days
6 Place Equipment Order and Begin Fabrication.
20%
150 days
7 Equipment Shipping (first shipment) 10% 246 days
8 Last Shipment Received (last shipment) 306 days
9 Mechanical Installation Start and demolition and dismantling completion 10% 300 days 10 Electrical Installation Start 330 days
11 Training 440 days
12 Commissioning 10% 450 days
13 Passing Acceptance Test 10% 521 days
14 Final Acceptance report due 551 days
EXHIBIT E
REPORTING BY MANAGING PARTNER
Description Frequency Date Due Partner Payment
Dates Notes
Budget (Operating, Capital) Annual March 15 NA
Mid-Year Budget Analysis Annual March 15 NA
Quarterly Billings to Cities -
Operating/Capital
Quarterly March 15, June
15, September
15, December
15 May 15, July 15,
November 15,
January 15
Debt Service Billings TBD - As
Required to
fulfill debt
obligations
TBD - As
Required to
fulfill debt
obligations
TBD - As Required
to fulfill debt
obligations
Capital Improvement Costs
Incurred (Not included in Debt
Financing)
As Needed As Needed Due within 90
days of billing
Operating Fund Reconciliation
(True-up)
Annual September 15 NA 3rd Party
Audited
Reconciliation/True-Up Billing Annual September 15 NA 3rd Party Audited
Monthly Tonnage Report Monthly 45 days after
month end
NA Include
Example
worksheet
Partner Updates Quarterly Date of
Quarterly
Meeting
NA
Summary Notes - Quarterly
Meetings
Quarterly Within 10 days
of Meeting
NA
Solid Waste Facilities Permit -
Inspections
Monthly Upon receipt
from LEA
NA
CalRecycle Data - Calendar year
for EAR
Annual May 15 NA CalRecycle
EAR Due
August for CY
SMaRT Station MOU F-1 July 2021
EXHIBIT F
PARTNER PAYMENTS
Cost Subset Cost Component Fixed/Variable Origin Allocation Methodology Method of Adjustment Operator Compensation SMaRT Operator Payment Fi xed Operator Agreement Di rect to System per BCWS Proposal In accordance with Operating Agreement.
Spare Parts Rei mbursement Fi xed Di rect Rei mbursement to Operator Di rect to System - Parts Repl aced Actual Costs Sal ari es and Benefi ts Fi xed Paid by Managing Partner Indire ct Cost A llocation Actual Costs Other Contract Admin Fi xed
Pass through to Operator
& Paid by Managing
Partner
Indire ct Cost A llocation Actual Costs
Professi onal Servi ces Fi xed
Pass through to Operator
& Paid by Managing
Partner
Indire ct Cost A llocation Actual Costs
Legal Servi ces Fi xed Paid by Managing Partner Indire ct Cost A llocation Actual Costs Hazardous Waste Disposal Variable Di rect Rei mbursement to Operator Indire ct Cost A llocation Actual Costs
Offi ce Rental by SV Fi xed
Credit to Partners - Paid by
Sunnyvale Solid Waste
Program
Indire ct Cost A llocation CPI
Debt Service Debt Servi ce Fi xed Paid by Managing Partner By System Impvs - Fixed Annual Debt Payments
Fi xed over term - Per Debt Servi ce
Schedule
Third-Party Tip Fees Third-Party Tip Fees Variable Paid by Managing Partner Di rect to System - Tons del i vered to 3rd Party Processors
In accordance with 3rd Party
agreements.
Landfill Disposal Fees L andfill Disposal Fe e s Variable Paid by Managing Partner Per Ton - After Di versi on percentage
(initially shown on Costing Model Input
Tab)
In accordance with 3rd Party
agreements
Host Fees Host Fee Variable Paid by Managing Partner
to Sunnyvale General Fund Per Incoming Ton - By System $3.96/ton CPI Land Rent Land Rent Fi xed Paid by Managing Partner
to Sunnyvale General Fund Based on Capacity $2.11/ton CPI Capital Replacement Fund Capital Replacement Fund Fi xed Paid by Partners - Fund
maintained by Managing
Partner
By System - Percentage Al l ocati on tons by
system
In accordance with Reserve Fund
terms
Curbside Revenues - Retained by Partners Variable Paid to Partners by Operator Composition Study Actual Revenues
MRF Revenues - Retai ned by Partners Variable Paid to Partners by Operator MRF Tons Inbound Ratio Actual Revenues
Gate Fee Credi t (total col l ected mi nus
amount retained by Operator) Variable Paid to Partners by Operator By inbound Public Haul Ratio Actual Revenues
Managing Partner Costs
Revenues
EXHIBIT F
PARTNER PAYMENTS
SMaRT Station MOU F-2 July 2021
New/Future costs not listed above As agreed upon between partners
EXHIBIT G
SERVICES TO RESIDENTS
Drop-off for Residents and Businesses Drop-off for Partner Residents Only • Aluminum, tin and steel cans
• Used clothing and shoes
• Glass bottles and containers (no auto
or window glass, ceramics or mirrors)
• Milk and juice cartons
• Corrugated cardboard
• Plastic bottles and tubs (i.e., shampoo,
detergent, yogurt containers)
• Scrap metal (small items only)
• Paint in original containers (Monday through
Friday) per PaintCare program guidelines . Limit
15 gallons per visit
• Cooking oil
• Electronics: e.g., computers, TVs and monitors
(limit four), small appliances
• Microwave ovens
• Clothes and Shoes
• Strings of holiday lights
• Fluorescent bulbs and tubes (limit of 20 per visit)
• Empty one -pound propane cylinders (limit 3 per
visit)
• Household and auto batteries
• Mercury-containing thermostats, thermometers,
batteries and compact fluorescent lamp bulbs
• Sharps, needles or lancets, (in biohazard, or hard
plastic container with screw -top lid marked
"sharps")
• Used motor oil, oil filters and antifreeze (limit 10 gal per visit)
• Mattresses (no fee)
Beverage Container Buy-Back: California Redemption Value (CRV) is paid on eligible bottles and cans by count (up to 50) or by weight.
Public Haul Disposal: Trash, C&D debris, yard trimmings, etc. (with fee; or Partner City Voucher) Re-use Trailer: Furniture and other items in good condition rescued from the garbage and recycling areas of the SMaRT Station are placed in the re-use trailer for customers to take home at no charge.
Compost: Residents of Partner cities (Limit 96 gallons per week) Tours by appointment
EXHIBIT H
RECYCLABLES
“Recyclables” means those materials excluded from MSW for purposes of returning such materials to the economy in the form of raw materials for new, reused, or reconstituted products and includes, but is not limited to:
• newspaper (including inserts, coupons, and store advertisements) • mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, telephone books, paper grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, cereal and other dry food boxes • aseptic cartons and gable top containers
• corrugated cardboard
• glass containers of any color (including brown, clear, and green glass bottles and jars) • aluminum beverage containers, and other aluminum cans • steel, tin or bi-metal cans
• plastic bottles and small tubs (1 -7), including HDPE and PET (except Polyvinyl chloride (PVC) and Polystyrene (PS) and expanded Polystyrene (EPS)
The recyclables list above may be modified as provided in Section 6.4 Changes in Material Streams and Tonnages.
SMaRT Station MOU I-1 July 2021
EXHIBIT I
RESERVE GUIDELINES
SMaRT Station Enterprise Fund:
• Established to account for operations at the Facility • Sunnyvale Finance Department manages fund and financial reporting • Source of funds for:
o Payments to Facility Operator
o Payments to Landfill Disposal Operator
o Host Fee Payments to Managing Partner
o Salaries and benefits to Sunnyvale staff associated with the administration of MOU, Operator agreement and landfill agreement
o Other Facility and contract administration costs paid by Managing Partner o Payment to Partner cities of their shares of gate fee and recycling revenues • Receives quarterly payments from Partner cities based on projected net expenses • Receives revenues from public haul gate fees and sale of recyclable materials (including CRV - related payments from CalRecycle)
• Managed so that annual revenues and expenditures are in balance at end of FY, and no balance is carried forward to the next year
o Annual true-up (aka “Reconciliation”)
• Year-end Audit by 3
rd party CPA, issues report and statement of Net Expenses and Quarterly Billings (on or before September 30th of each FY)
• True-up amount added to; or deducted from 2nd quarterly billing for subsequent fiscal year Equipment Replacement Fund:
• Established to normalize contributions for predictable capital equipment replacement , major repairs and facility maintenance that are not part of day -to-day maintenance by Operator or are not included in operator agreement (such as roof, pavement, tip floor) • Budget is established based on a schedule of planned replacements/restoration of equipment and facility on a 20-year schedule
• Sunnyvale Finance Department manages fund and financial reporting • Source of funds are annual contributions from SMaRT Partners based on an agreed upon percentage
• Funds are carried over at the end of the FY
• Unspent funds returned at end of MOU based on individual Partner contributions
EXHIBIT I
RESERVE GUIDELINES
SMaRT Station MOU I-2 July 2021
• Includes Sub-Account for Capital Improvement Debt Payments and Reserves o One or more partners may fund some or all their share of Capital Improvement costs with a cash payment
o Retains interest earnings on fund balance
Debt Service on the Bonds. Sunnyvale & Mountain View are responsible for debt service on the bonds based on their proportionate shares of Capital Improvements. These shares will be determined based on the percentage of total material delivered to the Facility by each Partner at the time of bond issuance. Material generated by a Partner and not processed at the Facility will be excluded from the debt payment calculation.
Sunnyvale anticipates issuing revenue bonds, certificates of participation, or other evidences of indebtedness to pay for some or all of the capital improvement costs. If Sunnyvale does finance some or all of the capital costs, Mountain View will pay to Sunnyvale their share of the debt service based on the percentages set forth in the forgoing paragraph. Such payments will be made at the frequencies required by the evidence of indebtedness and at times required to permit Sunnyvale to make the periodic debt service payments when due. To the extent that some or all of the capital costs are not finance d, but are paid by Sunnyvale from its fund, then Mountain View will reimburse Sunnyvale for their proportionate share of such costs advanced by Sunnyvale, as provided in the MOU.
Sector/Input and Output Area
Sample Location
Sample Numbers
MATERIAL TYPE Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages Pounds Percentages PET, CRV 12.14 1.16% 6.8 0.62% 73.96 7.47% 48.74 4.71% 4.72 0.45% 0.28 0.04% 2.5 0.40% 6.38 0.75% 9.92 0.97% PET, non-CRV 15.08 1.44% 13.58 1.24% 78.81 7.96% 64.52 6.24% 6.87 0.65% 0.6 0.08% 6.78 1.08% 11.7 1.38% 31.88 3.10% HDPE Natural, CRV 0.1 0.01% 0.16 0.01% 0.36 0.04% 0.42 0.04% 0 0.00% 0 0.00% 0 0.00% 0.26 0.03% 0.06 0.01% HDPE Natural, non-CRV 6.54 0.62% 2.94 0.27% 17.54 1.77% 38.76 3.75% 0.48 0.05% 0.04 0.01% 1.62 0.26% 2.02 0.24% 5.92 0.58% HDPE Colored, CRV 0 0.00% 0 0.00% 0.12 0.01% 0.08 0.01% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% HDPE Colored, non-CRV 4.52 0.43% 3.22 0.29% 23.94 2.42% 33.26 3.21% 1.2 0.11% 0.12 0.02% 2.12 0.34% 3.86 0.46% 7.08 0.69% Polyvinyl Chloride (PVC), CRV 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% Polyvinyl Chloride (PVC), non-CRV 0 0.00% 0.08 0.01% 0.08 0.01% 0.08 0.01% 0.06 0.01% 0 0.00% 0 0.00% 0.1 0.01% 0.82 0.08% LDPE, CRV 0.48 0.05% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0.02 0.00% LDPE, non-CRV 0.44 0.04% 0.32 0.03% 2.24 0.23% 1.32 0.13% 0.32 0.03% 0.1 0.01% 0.22 0.03% 0.36 0.04% 1.18 0.11% Polypropylene (PP), CRV 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% Polypropylene (PP), non-CRV 14.56 1.39% 29.74 2.72% 87.43 8.83% 34.34 3.32% 10.13 0.96% 2.06 0.26% 10.3 1.63% 15.82 1.87% 32.67 3.18% Polystyrene (PS), CRV 0.12 0.01% 0.38 0.03% 0.34 0.03% 0.08 0.01% 0.02 0.00% 0.05 0.01% 0.06 0.01% 0.04 0.00% 0.12 0.01% Polystyrene (PS), non-CRV 9.22 0.88% 7.42 0.68% 9 0.91% 2.76 0.27% 3.18 0.30% 1.72 0.22% 2.62 0.42% 1.78 0.21% 4.72 0.46% Other Plastics (7), CRV 0 0.00% 0 0.00% 0 0.00% 0.6 0.06% 0 0.00% 0 0.00% 0.06 0.01% 0 0.00% 0 0.00% Other Plastics (7), non-CRV 5.12 0.49% 1.56 0.14% 6.78 0.68% 1.22 0.12% 1.32 0.13% 0.31 0.04% 0.44 0.07% 0.7 0.08% 3.28 0.32% Mixed Rigid Plastics (MRP) 15.92 1.52% 10.08 0.92% 37.42 3.78% 13.76 1.33% 3.46 0.33% 1.4 0.18% 11.68 1.85% 16.42 1.94% 40.94 3.99% Plastic Film 91.02 8.70% 96.54 8.82% 24.36 2.46% 22.18 2.14% 169.82 16.09% 31.14 3.93% 87.88 13.94% 153.02 18.08% 161.48 15.72% Aseptic and Gable-top Cartons 7.72 0.74% 4.94 0.45% 19.52 1.97% 13.36 1.29% 4.3 0.41% 0.38 0.05% 4.78 0.76% 3.62 0.43% 10.68 1.04% Office/White Paper 4.56 0.44% 1.22 0.11% 0.2 0.02% 1.94 0.19% 1.49 0.14% 0.01 0.00% 2.1 0.33% 2.8 0.33% 1.89 0.18% Mixed Paper/Newspaper/Junk Mail/Magazines 4.14 0.40% 4.3 0.39% 6.95 0.70% 8.36 0.81% 9.26 0.88% 0.23 0.03% 16.92 2.68% 9.98 1.18% 2.7 0.26% Chipboard 2.74 0.26% 3.5 0.32% 7.4 0.75% 11.28 1.09% 8.38 0.79% 0.22 0.03% 4 0.63% 10.12 1.20% 7.28 0.71% Brown Paper Bags (Kraft) 0.4 0.04% 1.02 0.09% 0.18 0.02% 2.1 0.20% 2.94 0.28% 0.08 0.01% 3.28 0.52% 1.84 0.22% 3.32 0.32% Colored Paper 0 0.00% 0.03 0.00% 0.18 0.02% 0.04 0.00% 0.24 0.02% 0 0.00% 0 0.00% 0.04 0.00% 0.04 0.00% OCC 4.3 0.41% 2.6 0.24% 5.5 0.56% 30.22 2.92% 6.22 0.59% 0 0.00% 13.4 2.12% 34.92 4.13% 5.14 0.50% Waxed OCC 2.16 0.21% 1.38 0.13% 0 0.00% 0 0.00% 0.22 0.02% 0.02 0.00% 2.2 0.35% 3.32 0.39% 1.4 0.14% Ferrous Metal, CRV 0.16 0.02% 0 0.00% 0.46 0.05% 4.74 0.46% 0.06 0.01% 0 0.00% 0 0.00% 0 0.00% 0.06 0.01% Ferrous Metal, non-CRV 39.3 3.75% 15.06 1.38% 102.26 10.33% 48.5 4.69% 1.18 0.11% 2.2 0.28% 7.68 1.22% 17.66 2.09% 17.42 1.70% Non-Ferrous Metal, CRV 8.72 0.83% 3.34 0.31% 3.64 0.37% 15.34 1.48% 1.12 0.11% 0.34 0.04% 1.5 0.24% 1.74 0.21% 2.02 0.20% Non-Ferrous Metal, non-CRV 7.14 0.68% 3.56 0.33% 16.24 1.64% 7.06 0.68% 4.62 0.44% 2.62 0.33% 3.86 0.61% 2.28 0.27% 5.24 0.51% Glass Bottles and Containers 41.14 3.93% 13.68 1.25% 0.84 0.08% 393.38 38.02% 1.82 0.17% 1.18 0.15% 0 0.00% 2.1 0.25% 1.14 0.11% Non-Recyclable Glass/Ceramics 5.12 0.49% 3 0.27% 7.08 0.72% 2.1 0.20% 0.36 0.03% 0 0.00% 1.33 0.21% 0.18 0.02% 2 0.19% Compostable Paper - 3D 13.52 1.29% 5.38 0.49% 23.14 2.34% 1 0.10% 17.54 1.66% 4.78 0.60% 6.28 1.00% 10.78 1.27% 13.98 1.36% Compostable Paper - 2D 223.06 21.31% 164.62 15.04% 24.54 2.48% 41.24 3.99% 368.46 34.92% 503.81 63.51% 204.34 32.40% 237 28.00% 286.14 27.85% Food Scraps 141.86 13.55% 224.41 20.50% 109.72 11.08% 4.86 0.47% 66.46 6.30% 26.62 3.36% 35.02 5.55% 40.52 4.79% 42.74 4.16% Yard Trimmings Greater Than 2" 2.96 0.28% 16.22 1.48% 6.98 0.70% 0 0.00% 12.68 1.20% 16.02 2.02% 23.22 3.68% 7.68 0.91% 8.32 0.81% Clean Wood 0.26 0.02% 0.06 0.01% 33.56 3.39% 0 0.00% 3.98 0.38% 0.08 0.01% 4.86 0.77% 0.6 0.07% 3.36 0.33% Other Wood - Treated 7.96 0.76% 9.62 0.88% 24.28 2.45% 0 0.00% 1.4 0.13% 0.2 0.03% 11.62 1.84% 5.74 0.68% 10.62 1.03% Textiles & Carpet 28.34 2.71% 27.96 2.55% 25.96 2.62% 4.02 0.39% 49.14 4.66% 18.14 2.29% 46.3 7.34% 64.3 7.60% 62.36 6.07% Concrete, Asphalt, Brick, Rock 10.7 1.02% 20.88 1.91% 27.58 2.79% 0 0.00% 0.56 0.05% 0 0.00% 0.7 0.11% 0 0.00% 3.28 0.32% Other - Organic 5.46 0.52% 0.86 0.08% 0.68 0.07% 0.32 0.03% 0.76 0.07% 1.12 0.14% 0.14 0.02% 0.64 0.08% 2.68 0.26% HHW, Medical Waste, Batteries, and Universal
Waste 42.24 4.04% 51.94 4.75% 6.28 0.63% 0.46 0.04% 163.84 15.53% 27.42 3.46% 14.28 2.26% 46.2 5.46% 47.54 4.63% Electronic Waste 6.52 0.62% 14.22 1.30% 19.08 1.93% 1.68 0.16% 0.92 0.09% 0.68 0.09% 1.64 0.26% 6.8 0.80% 8.12 0.79% Other - Not Organic 171.52 16.39% 146.76 13.41% 126.14 12.74% 28.88 2.79% 112.96 10.70% 113.16 14.26% 76.64 12.15% 94.94 11.22% 146.92 14.30% Misc. Fines Less Than 2" 89.43 8.54% 181.04 16.54% 29.36 2.97% 151.69 14.66% 12.8 1.21% 36.18 4.56% 18.24 2.89% 28.06 3.32% 30.86 3.00% TOTAL POUNDS SORTED 1046.69 100.00% 1094.42 100.00% 990.13 100.00% 1034.69 100.00% 1055.29 100.00% 793.31 100.00% 630.61 100.00% 846.32 100.00% 1027.34 100.00% TOTAL 8518.8
C-104
Commercial MSW (Commercial
Infeed)
Residential MSW (Residential
Infeed) MSW Containers Curbside Recycling Container Infeed MSW - greater than 5" two dimensional material
MSW - less than 5" two dimensional
material
C-200 C-711 M-3 C-712 CP-2
APPENDIX 1 - SMaRT Waste Composition Study Data
9, 18, 27, 36, 45
C-204 C-602e
2, 11, 19, 28, 37 1, 10, 20, 29, 38 3, 12, 21, 30, 39 4, 13, 22, 31, 40 5, 14, 23, 32, 41 6, 15, 24, 33 7, 16, 26 8, 17, 25, 44 MSW - greater than 9" material or
unopened bags
MSW - greater than 9" material or
unopened bags MSW Residue
C-100
Site Stream Date Region
Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/4/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area Sunnyvale MRF & Transfer Station (SMaRT Station) Mixed Waste Processing 4/5/2019 Bay Area APP
Processing
Line Generator MSW Sample ID Ejection ID #
Sample
Count Notes
Sample
Weight
N/A N/A 040419 ‐CSV‐MW‐01 2 1 125.10
N/A N/A 040419 ‐CSV‐MW‐02 2 2 134.45
N/A N/A 040419 ‐CSV‐MW‐03 2 3 130.20
N/A N/A 040419 ‐CSV‐MW‐04 2 4 135.73
N/A N/A 040419 ‐CSV‐MW‐05 2 5 148.60
N/A N/A 040419 ‐CSV‐MW‐06 2 6 141.56
N/A N/A 040419 ‐CSV‐MW‐07 2 7 129.09
N/A N/A 040419 ‐CSV‐MW‐08 2 8 140.94
N/A N/A 040419 ‐CSV‐MW‐09 2 9 140.12
N/A N/A 040419 ‐CSV‐MW‐10 2 10 131.90
N/A N/A 040519 ‐CSV‐MW‐01 2 11 135.89
N/A N/A 040519 ‐CSV‐MW‐02 2 12 143.17
N/A N/A 040519 ‐CSV‐MW‐03 2 13 130.72
N/A N/A 040519 ‐CSV‐MW‐04 2 14 137.73
N/A N/A 040519 ‐CSV‐MW‐05 2 15 135.03
N/A N/A 040519 ‐CSV‐MW‐06 2 16 134.30
N/A N/A 040519 ‐CSV‐MW‐07 2 17 133.53
N/A N/A 040519 ‐CSV‐MW‐08 2 18 139.09
N/A N/A 040519 ‐CSV‐MW‐09 1 19 Pre ‐sort tip flo 75.34
2,522.49
PENDIX 1 ‐ SMaRT Waste Composition Study Data
Uncoated
Corrugated
Cardboard
Paper
Grocery
Bags
Other Paper
Bags/Kraft
Paper
Newspapers/News
paper Inserts
White Office‐type
Paper and Mail
Magazines
and Catalogs
0.30 0.00 0.00 1.15 2.45 0.50
1.02 0.96 0.00 0.69 2.95 1.53
10.82 0.00 0.90 2.49 2.15 0.75
2.56 0.00 1.02 0.27 0.51 0.43
3.94 0.36 0.60 0.59 0.53 0.81
0.86 0.00 0.32 0.00 0.19 1.07
3.52 0.00 0.44 0.00 0.17 1.15
1.88 0.00 1.48 0.17 0.59 0.67
2.98 0.98 0.80 0.29 0.85 1.15
5.34 1.06 0.36 0.47 0.59 1.29
3.14 0.48 1.48 1.41 0.91 3.43
3.94 1.06 0.46 0.65 0.55 0.00
13.24 0.58 0.16 0.35 0.85 0.57
9.56 0.70 0.94 0.91 0.59 0.00
3.72 0.50 0.18 0.27 0.81 1.93
10.64 0.66 0.12 1.23 0.89 0.25
17.04 2.20 0.56 1.61 3.83 0.37
36.60 0.36 0.50 2.29 2.23 0.25
2.60 0.00 0.00 0.47 0.25 0.00
133.70 9.90 10.32 15.31 21.89 16.15
5% 0% 0% 1% 1% 1%
Paper Paper Paper Paper Paper Paper
Folding Cartons and Other
Paperboard Packaging
Other
Recyclable
Paper
Miscellaneous
Paper Packaging Aseptic Containers
Gable‐top
Cartons
Compostabl
e Paper ‐
Packaging
0.55 1.90 1.90 0.15 0.40 0.35
1.17 1.38 3.59 0.08 0.32 0.40
0.25 4.30 2.17 0.10 0.70 2.14
2.67 0.32 3.93 0.30 0.24 1.94
0.37 2.98 3.83 0.10 0.40 2.98
0.77 1.26 2.84 0.06 0.46 3.30
1.37 1.40 1.69 0.16 0.20 11.66
1.05 1.22 2.13 0.34 0.32 2.40
2.15 0.70 2.19 0.30 0.18 2.60
1.77 2.60 3.27 0.22 0.60 1.72
1.65 4.06 0.85 0.72 0.66 24.38
2.33 5.64 2.15 0.04 0.58 6.82
3.19 2.42 2.45 1.10 0.74 4.18
0.73 1.20 2.57 0.56 0.32 13.52
0.63 1.88 1.67 0.28 0.56 8.56
1.11 2.80 1.57 0.16 0.32 5.94
2.11 8.60 0.61 0.00 0.56 3.90
1.21 6.22 0.79 0.10 0.46 3.86
0.19 0.54 1.19 0.00 0.24 8.72
25.27 51.42 41.39 4.77 8.26 109.37
1% 2% 2% 0% 0% 4%
Paper Paper Paper Paper Paper Paper
Compostable Paper ‐
Non‐packaging
Remainder/Composite
Paper
Clear Glass
Bottles and
Containers ‐
CRV
Clear Glass
Bottles and
Containers ‐
Non‐CRV
Green Glass
Bottles and
Containers ‐
CRV
Green Glass
Bottles and
Containers ‐
Non‐CRV
29.35 0.30 0.30 0.20 0.00 0.25
30.87 0.10 1.33 0.44 0.00 0.00
24.59 0.41 0.00 0.84 0.00 0.00
32.07 0.13 0.19 0.00 0.00 0.00
27.37 0.33 0.27 0.00 0.00 0.00
24.61 0.11 0.13 0.00 0.00 0.00
19.17 0.29 0.35 0.00 0.00 0.00
15.61 2.37 1.55 0.00 0.00 0.00
20.23 1.79 0.00 0.40 0.00 0.00
29.85 1.53 0.00 0.05 0.00 0.00
3.15 2.11 0.00 0.00 0.06 0.00
24.73 2.03 0.37 0.00 0.00 0.00
19.29 0.47 2.55 0.76 0.00 0.00
21.45 0.73 1.31 0.00 0.00 0.00
27.05 0.59 0.63 0.28 0.00 0.00
25.31 3.05 0.00 0.00 0.00 0.00
27.09 2.47 0.31 0.00 0.00 0.08
27.71 2.67 0.21 0.00 0.00 0.00
1.13 0.17 0.00 0.00 0.00 0.00
430.63 21.65 9.50 2.97 0.06 0.33
17% 1% 0% 0% 0% 0%
Paper Paper Glass Glass Glass Glass Glass GlassBrown Glass Bottles and
Containers ‐
CRV
Brown Glass
Bottles and
Containers ‐
Non‐CRV
Other
Colored
Glass Bottles
and
Remainder/C
omposite
Glass
Tin/Steel
Cans
Major
Appliances
(encased in
metal)
Other
Ferrous
Aluminum
Cans ‐ CRV
0.25 0.00 0.00 0.10 0.30 0.00 1.65 0.10
0.57 0.00 0.00 0.00 0.45 0.00 0.57 0.43
0.00 0.00 0.00 0.00 0.16 0.00 0.37 0.27
0.51 0.00 0.00 0.00 0.43 0.00 0.89 0.51
0.00 0.00 0.00 0.00 0.77 0.00 2.17 0.33
0.00 0.00 0.00 0.00 0.83 0.00 0.61 0.02
0.00 0.00 0.00 0.00 0.23 0.00 0.31 0.00
0.00 0.00 0.00 0.00 0.17 0.00 0.00 0.23
0.00 0.41 0.00 0.00 0.35 0.00 20.90 0.29
0.00 0.00 0.00 0.19 0.35 0.00 0.57 0.29
0.00 0.00 0.00 0.45 0.00 0.00 0.23 0.25
0.00 0.00 0.00 0.31 0.35 0.00 0.65 0.55
0.00 0.00 0.00 0.00 0.15 0.00 3.69 0.43
0.43 0.00 0.00 0.00 0.83 0.90 0.43 0.99
0.00 0.00 0.00 0.00 0.35 0.00 0.89 0.25
0.00 0.00 0.00 0.00 0.33 1.04 0.43 0.33
0.00 0.00 0.00 0.53 0.31 0.00 0.23 0.35
0.00 0.00 0.00 0.00 0.39 0.00 0.00 0.39
0.00 0.00 0.00 0.00 0.00 0.00 0.90 0.14
1.76 0.41 0.00 1.58 6.75 1.94 35.49 6.15
0% 0% 0% 0% 0% 0% 1% 0%
Glass Glass Metal Metal Metal Metal Metal Metal
Aluminum
Cans ‐ Non‐
CRV
Other Non‐
Ferrous
Remainder/C
omposite
Metal
PETE
Beverage
Containers ‐
CRV
PETE Bottles
and Jars ‐
Non‐CRV
PETE
Containers,
Lids, and
other
HDPE
Beverage
Containers ‐
CRV
HDPE Bottles
and Jars ‐
Non‐CRV
0.10 1.20 0.75 0.75 0.10 0.30 0.00 0.90
0.18 1.04 0.33 0.72 0.20 0.47 0.00 0.48
0.00 0.06 0.00 0.40 0.00 0.95 0.00 0.44
0.26 5.48 0.00 1.34 0.00 1.51 0.00 1.02
0.00 4.22 0.00 1.08 0.22 0.41 0.00 1.02
0.01 5.88 0.25 0.78 0.84 0.00 0.00 0.98
0.16 0.94 0.35 0.78 0.62 0.59 0.00 0.98
0.30 2.52 0.87 0.50 0.50 0.51 0.00 0.42
0.00 2.40 0.00 0.66 0.60 1.27 0.00 0.70
0.28 1.36 2.25 0.64 0.52 1.27 0.13 1.04
0.00 1.62 0.41 1.52 0.00 1.11 0.00 0.66
0.00 0.94 0.00 1.86 0.82 0.85 0.00 1.30
0.20 0.22 2.19 1.86 0.00 1.19 0.00 0.50
0.02 4.42 0.00 1.10 0.42 1.53 0.00 0.20
0.00 0.24 0.00 1.30 0.44 1.23 0.00 0.68
0.00 0.30 0.85 0.76 1.08 0.71 0.00 0.80
0.00 0.80 0.00 1.54 0.46 0.93 0.00 2.14
0.00 1.02 0.00 0.98 1.02 0.79 0.00 0.54
0.02 0.42 0.00 0.30 0.00 0.10 0.34 0.00
1.53 35.08 8.25 18.87 7.84 15.72 0.47 14.80
0% 1% 0% 1% 0% 1% 0% 1%
Metal Plastic Plastic Plastic Plastic Plastic Plastic PlasticHDPE Containers,
Lids, and
other
Polypropylen
e Containers
and
Packaging
Other Plastic
Containers
and
Packaging
Expanded
Polystyrene
Packaging
Plastic Trash
Bags
Plastic
Grocery and
Other
Merchandise
Non Bag
Commercial
and
Industrial
Film
Products
0.00 0.25 2.80 0.45 2.90 0.05 1.60 0.00
0.00 1.78 1.46 0.25 0.46 0.60 0.00 0.00
0.00 0.60 1.58 0.25 2.70 0.18 1.14 0.00
0.00 1.48 1.00 0.51 5.70 0.26 0.66 0.20
0.00 2.40 2.26 0.57 1.58 0.20 0.00 0.00
0.00 1.14 1.84 0.67 1.64 0.24 0.00 0.00
0.00 0.58 1.10 0.35 0.70 0.62 0.00 0.00
0.11 0.60 1.59 0.35 2.14 0.18 0.00 0.00
0.00 2.28 0.68 0.67 2.34 0.40 0.00 0.36
0.13 1.34 1.30 0.65 3.44 0.44 0.00 0.00
0.13 1.88 3.30 0.73 2.86 0.28 0.00 0.00
0.00 2.46 2.54 0.47 4.36 0.50 0.00 0.00
0.27 2.98 3.58 0.79 3.10 0.32 0.68 0.00
0.00 2.52 0.90 0.81 9.38 0.20 0.00 2.40
0.00 3.08 2.02 1.03 3.86 0.18 0.00 0.00
0.00 1.90 2.82 0.81 2.70 1.14 0.00 0.44
0.00 2.68 2.62 0.71 4.04 0.40 0.70 0.00
0.00 1.30 4.16 0.99 1.56 0.56 0.00 0.00
0.78 0.59 0.96 1.00 0.00 0.18 0.00 0.00
1.42 31.84 38.51 12.06 55.46 6.93 4.78 3.40
0% 1% 2% 0% 2% 0% 0% 0%
Plastic Plastic Plastic Plastic Plastic Plastic Plastic Plastic Flexible
Plastic
Pouches Other Film
Durable
Plastic Items
Remainder/C
omposite
Plastic
Large
Equipment
(not
including
Consumer
Electronics
and Small
Equipment
Covered
Video
Display
Devices
Food
Potentially
Donatable ‐
Vegetative
0.02 7.85 0.95 2.40 0.00 0.00 0.00 0.08
0.15 17.49 0.00 6.65 0.00 0.00 0.00 0.25
0.00 25.43 1.41 3.20 0.00 0.37 0.00 0.00
0.17 9.93 3.07 4.88 0.00 0.00 0.00 0.11
0.13 13.35 0.00 0.80 0.00 1.41 0.00 0.00
0.21 14.07 3.49 1.10 0.00 0.00 0.00 0.59
0.13 16.09 3.49 0.98 0.00 10.57 0.00 0.37
0.00 13.39 0.85 0.82 0.00 0.00 0.00 3.79
0.13 12.21 0.65 2.14 0.00 0.85 2.18 0.81
0.00 14.15 2.71 3.60 0.00 0.00 0.00 0.19
0.00 17.95 5.55 0.40 0.00 0.04 0.00 0.67
0.00 15.19 2.75 1.88 0.00 0.00 0.00 0.00
0.15 19.15 1.93 1.02 0.00 1.07 0.00 1.43
0.00 11.81 2.27 2.36 0.00 0.00 0.00 0.79
0.00 16.03 1.05 0.20 0.00 0.16 0.00 0.05
0.17 15.79 1.27 1.50 0.00 1.77 0.00 0.00
0.27 15.83 3.33 0.42 0.00 0.00 0.00 0.00
0.13 12.21 7.35 1.08 0.00 0.67 0.00 0.00
0.00 4.81 12.92 0.46 0.00 0.00 0.00 0.00
1.66 272.73 55.04 35.89 0.00 16.91 2.18 9.13
0% 11% 2% 1% 0% 1% 0% 0%
Plastic Plastic Electronics Electronics Electronics Organics Organics OrganicsFood Potentially
Donatable ‐
Eggs, Dairy,
Food
Potentially
Donatable ‐
Animal Meat
Food
Potentially
Donatable ‐
Cooked/Bak
Food
Potentially
Donatable ‐
Packaged
Food ‐ Not
Donatable –
Meat
Food ‐ Not
Donatable –
Non‐meat
Food ‐
Inedible
Leaves and
Grass
0.00 0.00 0.00 1.15 0.80 2.55 5.45 0.00
0.00 0.00 1.54 1.60 0.61 5.29 4.69 1.25
1.02 0.00 0.00 0.00 0.00 3.97 1.57 0.00
0.00 0.00 0.02 0.18 0.45 1.77 2.21 0.00
0.76 0.00 1.02 0.08 0.00 1.45 4.67 0.97
0.00 0.00 0.00 0.12 0.75 3.89 2.43 0.00
0.00 0.00 0.00 0.30 0.00 3.11 0.55 1.37
0.00 0.78 0.00 3.26 0.00 9.29 1.35 3.45
1.08 0.00 0.00 0.04 1.97 7.17 2.09 0.97
0.00 0.00 0.02 0.36 1.03 11.29 1.17 0.15
1.94 0.54 0.00 0.48 0.00 6.23 0.47 0.21
0.00 0.00 0.00 0.00 0.47 5.55 0.33 0.29
0.00 0.00 0.00 0.00 0.00 1.51 0.00 0.00
0.00 0.00 2.36 0.00 0.00 6.83 0.25 0.00
0.00 0.00 0.16 0.00 0.00 6.73 0.87 0.15
0.00 0.00 0.00 0.35 0.31 5.43 1.75 0.09
0.06 0.00 0.00 0.56 0.05 1.69 0.21 0.00
0.00 0.00 0.00 0.12 0.00 2.69 0.00 0.25
0.00 0.00 0.00 0.00 0.31 3.01 0.17 0.00
4.86 1.32 5.12 8.60 6.75 89.45 30.23 9.15
0% 0% 0% 0% 0% 4% 1% 0%
Organics Organics Organics Organics Organics Organics Organics Organics Prunings and
Trimmings
Branches
and Stumps Manures
Wood Waste
‐ Clean
Dimensional
Lumber
Wood Waste
‐ Clean
Engineered
Wood Waste
‐ Clean
Pallets &
Crates
Other
Recyclable
Wood
Remainder/C
omposite
Organic ‐
Compostable
0.50 0.05 0.00 0.00 0.10 0.60 0.00 0.25
0.20 0.00 0.00 0.00 0.20 0.00 0.00 0.20
0.37 0.00 0.00 0.00 0.10 0.00 0.00 0.58
0.31 0.57 0.00 0.00 0.00 0.00 0.00 0.16
0.00 1.35 0.00 3.06 0.77 0.00 0.21 0.30
0.19 2.83 0.00 0.00 0.27 0.00 0.00 0.30
0.00 2.85 0.00 0.00 0.00 0.00 1.97 0.36
0.23 0.15 0.00 1.84 1.15 0.00 0.00 0.12
0.91 0.00 0.00 0.00 0.85 0.00 0.59 0.00
0.23 0.25 0.00 3.04 0.21 0.00 0.00 0.10
1.05 0.41 0.00 0.00 0.00 0.00 0.00 0.18
0.00 2.21 0.00 0.00 1.09 0.00 0.75 0.00
0.29 3.07 0.00 0.00 1.17 0.00 0.95 0.00
0.25 0.93 0.00 0.00 0.00 0.00 0.00 0.14
0.11 0.65 0.00 0.00 0.01 0.00 0.00 0.50
0.07 0.47 0.00 0.00 0.41 1.15 1.41 0.14
0.19 0.00 0.00 0.00 0.00 0.00 0.47 0.10
0.39 0.21 0.00 0.00 1.49 0.58 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.04
5.29 16.00 0.00 7.94 7.82 2.33 6.35 3.47
0% 1% 0% 0% 0% 0% 0% 0%
Organics Organics Organics Organics Organics Organics Inerts and OthInerts and Oth Concrete
Asphalt
Paving
Asphalt
Roofing
Gypsum
Board Carpet
Rock, Soil
and Fines
Remainder/C
omposite
Inerts and
Other Paint
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 1.55 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.88 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.54 0.00
0.00 0.00 0.00 0.06 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 1.28 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.54 0.00 2.44 0.00
0.00 0.00 0.00 0.04 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.96 0.00
0.00 0.00 0.00 0.00 0.00 0.00 5.54 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.86 0.12
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.43 14.45 0.00 2.42 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.10 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.53 16.27 0.00 15.29 0.12
0% 0% 0% 0% 1% 0% 1% 0%
Inerts and OthInerts and OthInerts and OthInerts and OthInerts and OthHHW HHW HHW Used Oil
Lead‐Acid
(Automotive
) Batteries
Other
Batteries
One‐Pound
Propane Gas
Cylinders
Pharmaceuti
cals
Remainder/C
omposite
Household
Hazardous Tires Bulky Items
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.43 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.07 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 3.78
0.00 0.00 0.00 0.00 0.00 0.02 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.03 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 7.38
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.06 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 10.26
0.00 0.00 0.06 0.00 0.00 0.55 0.00 21.42
0% 0% 0% 0% 0% 0% 0% 1%
HHW HHW HHW HHW Special Waste Special Waste Special Waste Special Waste Mattresses
and
Foundations
Remainder/C
omposite
Special
Waste
Textiles –
Organic
Textiles
Synthetic,
Mixed,
Unknown
Textiles ‐
Shoes,
Purses Belts Solar Panels
Remainder/C
omposite
Organic ‐
Non‐
Mixed
Residue
0.00 0.00 5.35 2.95 0.00 0.00 0.45 0.65
0.00 0.00 0.39 1.88 0.51 0.00 0.00 1.12
0.00 0.00 2.37 1.00 0.91 0.00 1.47 0.40
0.00 0.00 1.77 2.70 0.00 0.00 0.00 0.84
0.00 0.00 1.33 0.26 0.00 0.00 0.00 0.38
0.00 0.00 5.45 1.58 1.17 0.00 0.00 1.70
0.00 0.00 0.43 2.46 1.07 0.00 0.29 2.88
0.00 0.00 8.47 2.06 2.97 0.00 24.51 0.34
0.00 0.00 4.05 0.38 1.13 0.00 0.25 2.44
0.00 0.00 4.43 1.64 0.81 0.00 0.00 1.10
0.00 0.00 0.83 3.80 0.95 0.00 1.09 3.04
0.00 0.00 2.77 3.48 4.91 0.00 0.00 0.00
0.00 0.00 0.51 1.88 1.45 0.00 0.00 1.22
0.00 0.00 4.07 0.60 0.43 0.00 0.00 4.54
0.00 0.00 0.87 0.72 0.23 0.00 0.00 0.62
0.00 0.00 2.41 4.10 0.97 0.00 0.00 0.72
0.00 0.00 1.57 1.34 0.00 0.00 1.49 0.22
0.00 0.00 0.21 1.62 1.05 0.00 0.00 0.00
10.40 0.00 0.66 0.00 0.00 0.24 0.22 0.00
10.40 0.00 47.94 34.45 18.56 0.24 29.77 22.21
0% 0% 2% 1% 1% 0% 1% 1%
Other MateriaOther MateriaOther MateriaOther MateriaOther Materia MRF residual
fines
Miscellaneou
s Inorganics
Wood ‐
Treated/Pain
ted/Stained
Diapers &
Sanitary
Products
28.45 1.95 0.70 7.25
30.68 0.95 0.00 0.00
18.92 0.59 1.17 3.57
19.18 0.67 8.87 4.87
40.56 1.03 5.15 6.31
37.28 0.83 4.11 7.43
22.14 0.59 3.99 1.91
5.44 0.87 2.77 7.29
10.64 0.67 1.49 12.49
8.04 0.61 0.47 8.43
12.16 0.91 0.00 7.53
12.22 2.81 2.33 6.47
10.42 0.67 0.47 7.31
11.80 1.25 0.41 4.07
13.26 0.89 0.49 8.83
13.40 1.41 0.23 8.49
6.34 1.89 0.37 7.35
6.80 1.03 0.00 1.95
9.63 0.12 0.50 0.36
317.36 19.74 33.52 111.91 2,522.49
13% 1% 1% 4%
Exhibit E: Project Pricing
Base System
Equipment USD $14,550,168
Structure USD $2,220,312
Controls USD $1,850,712
Project Management and Start-Up USD $1,732,264
Mechanical/Electrical Installation USD $5,549,574
Estimated Shipping and Handling USD $671,051
Subtotal Sale Price USD $26,574,081
Taxes 9.125% (Equipment, Structure, Controls) USD $1,699,184 Total USD $28,273,265
*Required Electrical Switchgear Work
Switchgear USD $322,593
Total Sale Price USD $322,593
Taxes 9.125% (Equipment, Structure, Controls) USD $29,437 Total USD $352,030
*Mandatory switchgear for electrical requirements
Option 01: Dual Ram Baler Infeed Conveyors
Equipment USD $346,526
Controls USD $36,850
Project Management and Start-Up USD $77,781
Mechanical/Electrical Installation USD $126,440
Estimated Shipping and Handling USD $9,602
Subtotal Sale Price USD $597,199
Taxes 9.125% (Equipment, Structure, Controls) USD $34,983 Total USD $632,182
Option 03: Glass Loadout
Equipment USD $160,375
Structure USD $68,860
Controls USD $31,878
Project Management and Start-Up USD $31,236
Mechanical/Electrical Installation USD $99,643
Estimated Shipping and Handling USD $14,403
Subtotal Sale Price USD $406,395
Taxes 9.125% (Equipment, Structure, Controls) USD $23,827 Total USD $430,220
E[hibit D-1
Option 05: Loadout Conveyors
Equipment USD $673,778
Controls USD $9,596
Project Management and Start-Up USD $51,259
Mechanical/Electrical Installation USD $119,277
Estimated Shipping and Handling USD $14,403
Subtotal Sale Price USD $868,313
Taxes 9.125% (Equipment, Structure, Controls) USD $62,358 Total USD $930,671
Option 06: Compactor Electrical
Controls USD $12,739
Mechanical/Electrical Installation USD $173,476
Subtotal Sale Price USD $186,215
Taxes 9.125% (Equipment, Structure, Controls) USD $16,497 Total USD $202,712
Option 09: Max Air QC
Equipment USD $701,681
Controls USD $78,758
Project Management and Start-Up USD $70,595
Mechanical/Electrical Installation USD $199,910
Estimated Shipping and Handling USD $26,932
Subtotal Sale Price USD $1,077,876
Taxes 9.125% (Equipment, Structure, Controls) USD $71,215 Total USD $1,149,091
Option 10: 2-6in Fiber Optical
Equipment USD $759,969
Structure USD $91,874
Controls USD $41,474
Project Management and Start-Up USD $87,128
Mechanical/Electrical Installation USD $169,430
Estimated Shipping and Handling USD $24,006
Subtotal Sale Price USD $1,173,881
Taxes 9.125% (Equipment, Structure, Controls) USD $81,515 Total USD $1,255,396
Option 11: Ferrous QC to Baler
Equipment USD $384,632
Structure USD $15,926
Controls USD $9,596
Project Management and Start-Up USD $45,172
Mechanical/Electrical Installation USD $91,801
Estimated Shipping and Handling USD $12,670
Subtotal Sale Price USD $559,797
Taxes 9.125% (Equipment, Structure, Controls) USD $37,427 Total USD $597,224
Option 13: REB 2 250 Sierra Baler
Equipment USD $997,514
Controls USD $9,596
Project Management and Start-Up USD $72,111
Mechanical/Electrical Installation USD $72,196
Estimated Shipping and Handling USD $28,977
Subtotal Sale Price USD $1,180,394
Taxes 9.125% (Equipment, Structure, Controls) USD $91,899 Total USD $1,272,293
Total Price for Base and Options Selected
Total Price With Tax USD $35,095,084
Price Concession USD $-550,084
Total USD $34,545,000
Validity
All pricing shown is valid for 30-days
Delivery
Estimated freight costs have been provided for budgeting purposes. Actual freight plus loading costs will be invoiced as charges occur.