Agenda, first session — Fairfield City Council, March 15, 2022 (part 3 of 4)

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The council hereby approves the Resolution 2022-53 of the City Council of the City of Fairfield Approving the Solid Waste, Recyclable Materials, and Organic Waste Collection and Disposal Agreement Between the City of Fairfield and Solano Garbage Company attached Collection Agreement, by and between the City of Fairfield and Republic Services, Inc. through its wholly owned subsidiary Solano Garbage Company.

Section 2. The council hereby authorizes the city manager to execute the attached Collection Agreement and do all things necessary and proper to implement this resolution.

PASSED AND ADOPTED this 15th day of March 2022, by the following vote:

AYES: COUNCILMEMBERS: PRICE / BERTANI / MOY / PANDURO / TIMM / TONNESEN / VACCARO

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR
ATTEST:

____________________________

CITY CLERK
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SOLID WASTE, RECYCLABLE MATERIALS, AND ORGANIC WASTE

COLLECTION AND DISPOSAL AGREEMENT

BETWEEN

THE CITY OF FAIRFIELD
AND

SOLANO GARBAGE COMPANY
EFFECTIVE MARCH 15, 2022
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2 THIS SOLID WASTE, RECYCLABLE MATERIALS, AND ORGANIC WASTE COLLECTION AGREEMENT (“Agreement”) is made as of March 15, 2022 (the “Effective Date”), and by and between the City of Fairfield, a California municipal corporation (“City") Solano Garbage Company, a California corporation ("Contractor"), who may herein be referred to each individually as a “Party” and to both collectively as “the Parties.”

RECITALS

1. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified at California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for garbage collection within their jurisdiction.

2. The State of California has found and declared that the amount of garbage generated in California, coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local agencies to enact and implement an aggressive integrated waste management program. The State has, through enactment of the Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and to maximize the use of feasible garbage reduction, re-use, recycling, and composting options in order to reduce the amount of garbage that must be disposed of in disposal sites.

3. Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be amended from time to time, City has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified contractor to provide for the collection of garbage, recyclable materials, and organic waste materials, except for collection of materials excluded in City’s Municipal Code, and other service s related to meeting the Act’s 50 percent diversion goal and other requirements of the Act.

4. City further declares its intent to regulate and set the maximum rates Contractor may charge Service Recipients for the collection, transportation, processing, recy cling, composting, and/or disposal of garbage, recyclable materials, and organic waste materials.7

5. The City Council has determined that Contractor, by demonstrated experience, reputation and capacity, is qualified to provide for the collection of garbage, recyclable materials, and organic waste materials within the corporate limits of City, the transportation of such material to appropriate places for processing, recycling, composting and/or disposal; and City Council desires that Contractor be engaged to perform such services on the basis set forth in this Agreement; and,

6. Contractor has represented that it has the ability and capacity to provide for the collection of garbage, recyclable materials, and organic waste materials within the corporate limits of City; the transportation of such material to appropriate places for processing, recycling, composting and/or disposal; and the processing of materials.

7. Previously, City and Contractor entered into an Agreement for Solid Waste, Recyclable Materials, and Green Waste/Food Waste Collection, Processing and Disposal Services on or about September 6, 2011 between the City of Fairfield and Solano Garbage Packet Page 320 of 458Attachment 2 Page 2 of 126

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Company, as amended April 26, 2016 and terminating November 30, 2025 (“Prior Agreements”). The Parties agree that solid waste collection services shall continue to be provided by Contractor under the Prior Agreements until 11:59 p.m. on March 14, 2022 and that solid waste collection services shall resume pursuant to this Agreement as of 12:00 a.m. March 15, 2022 (“Effective Date”) at which time the Parties agree that the Prior Agreements shall be superseded by this Agreement and this Agreement shall be controlling.

Now, therefore, in consideration of the mutual covenants, conditions and consideration contained herein, City and Contractor hereby agree as follows.

AGREEMENT
ARTICLE 1 DEFINITIONS

1.1 Definitions and Rules of Construction. The meaning of words defined in this ARTICLE shall apply when used in this Agreement unless expressly stated otherwise when used. The meaning of terms or words not defined in this ARTICLE shall be as commonly understood, unless a different meaning is commonly understood in the Solid Waste Collection services industry. When not inconsistent with their context, words used in the present tense include the future tense, words in the plural include the singular, words in the singular include the plural, and use of the masculine gender includes the feminine gender. Unless otherwise stated in this Agreement, any reference in this Agreement to any federal, state or local statute, ordinance, or regulation shall be to such legislation or regulation as it now exists or may be amended, or to any successor legislation or regulation.

1.2 Defined Terms.
“AB 341” means State of California Assembly Bill No. 341 approved October 5, 2011. “AB 939” or “the Act” means the California Integrated Waste Management Act of 1989 (sometimes referred to as “AB 939”), , Public Resources Code §§ 40000 et seq. and such regulations adopted by CalRecycle for implementation of the Act, or its successor agency, including but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 (Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Act of 2014 (AB 1826), and the Short-Lived Climate Pollutants Bill of 2016 (SB 1383), Public Resources Code § 40000 and following as it may be amended, and as implemented by the regulations of CalRecycle.
“AB 1594” means State of California Assembly Bill No. 1594 approved September 28, 2014.
“AB 1826” means State of California Assembly Bill No. 1826 approved September 28, 2014.
“Act” means the same thing as AB 939 when used with a definite article (e.g., “the Act”) and includes AB 341, AB 1826, and SB 1383 as set forth in the definition of AB 939.

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“Agreement” means this Solid Waste, Recyclable Materials, and Organic Waste Collection Agreement between the City and Contractor.
“Agreement Administrator” means the City Manager or his or her designee. “Applicable Law” means all laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any federal, state or local governmental agency having jurisdiction over the Collection or Disposal of Solid Waste, Recyclable Materials, Organic Waste, or Construction and Demolition Waste.
“Best Management Practices” means a schedule of activities, prohibitions of practices, maintenance procedures, and other management practices to prevent or reduce, to the maximum extent that is technologically and economically feasible, the discharge of pollutants in to the storm drain system.
“Bin” means a metal or plastic container, a hinged lid, and a capacity of two (2) to seven (7) cubic yards of materials when the lid is properly closed, and that is designed to be mechanically serviced by a commercial front-end loader vehicle. A Bin is a type of Collection Container. Further Bin specifications and requirements are found in EXHIBIT 4. “Brown Goods” refers to consumer electronic equipment such as stereos, televisions, computers, and other similar items.
“Bulky Waste” has the same meaning as found in Section 9.030 of the Municipal Code.

Bulky Waste is oversized or overweight household articles placed curbside by a Residential Householder, which oversized or overweight household articles have weights, volumes, or dimensions which cannot be accommodated by a Standard Residential Container, such as stoves, refrigerators (Freon free), water heaters, washing machines, furniture, sofas, mattresses, box springs, and large rugs.
“Business Day” means any day, Monday through Friday, excluding any Holidays.

Business Day does not always mean the same thing as Work Day. “CalGreen” means the California Green Building Standards Code, which are found in Part 11, Title 24 of the California Code of Regulations.
“Calendar Year” means each twelve (12) month period from January 1 to December 31. “Cart” means a heavy plastic container having wheels, a hinged lid, and a rated capacity of twenty (20) to one hundred (100) gallons of materials when the lid is properly closed . A Cart is a type of Collection Container. Further Cart specifications and requirements are found in EXHIBIT 4.
“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.
“Change in Law” means the occurrence of any of the following events after the Effective Date, when such event has a material and adverse effect on the Parties’ performance of their respective obligations under this Agreement (except for any payment obligations): (i) the enactment, adoption, promulgation, amendment, repeal, judicial interpretation, or formal administrative interpretation of any Applicable Law, including increases in governmental Packet Page 322 of 458Attachment 2 Page 4 of 126

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taxes and fees affecting direct disposal costs; (ii) the issuance of any order or judgment of any federal, state, or local court or agency in a proceeding to which a Party is a party, but not to the extent such order or judgment finds the Party asserting there to have been a Change in Law to have been negligent or otherwise at fault; or (iii) the denial, suspension, or termination of any government permit or other entitlement, but not to the extent such denial, suspension, or termination is the result of any act or omission of the Party the Party asserting there to have been a Change in Law.
“City” means the City of Fairfield, California, including any unincorporated areas of the County that may be annexed by the City during the Term. “City Collection Service” includes City Solid Waste Collection Service, City Organic Waste Collection Service, and City Recycling Service.
“City Council” means the City Council of the City of Fairfield. “City Facility” means those building or other sites that the City owns, leases, or occupies that are listed in EXHIBIT 3.
“City Representative” means the City Manager or such other person designated by the City Manager to provide management, administrative, and financial oversight of this Agreement on the City’s behalf.
“Collect” and “Collection” and Collected” refer to the removal of Solid Waste from a Service Unit and Transportation of that Solid Waste to City and transportation of the same to an appropriate Disposal Facility, Organic Waste Processing Facility, Recyclable Materials Processing Facility, or Transfer Station as appropriate. “Collection Container” means a Bin, Cart, or Roll-Off Container supplied by or approved by the City or Contractor conforming to the specifications of this Agreement and City of Fairfield Municipal Code or to regulations as may from time to time be promulgated and adopted by the City.
“Collection Service” means Contractor’s obligation under this Agreement to Collect Solid Waste within the Service Area. Collection Service includes Residential Collection Service, Commercial Collection Service, and City Collection Service. “Collection Vehicle” means a vehicle that has all required licenses to provide Collection Service and that has been approved by the Agreement Administrator for use under this Agreement.
“Collector Fee” means the fee stated in SECTION 4.3 of this Agreement that Contractor has voluntarily agreed to pay the City in consideration of the exclusive rights granted by the City under this Agreement.
“Commercial Collection Service” means Collection Service provided to Commercial Service Units. Commercial Collection Service includes Commercial Solid Waste Collection Service, Commercial Organic Waste Collection Service, and Commercial Recycling Collection Service.

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“Compactor” means a Collection Container, of any type and whether stationary or mobile, that has a compaction mechanism.
“Complete Sweep” means sweeping streets along all accessible curbs, including median islands and the corners from any cross street intersecting the subject street. “Complete Sweep” does not include additional passes down the middle of lanes except to clean around median islands. “Median islands,” for these purposes, are the area defined by a curb or road markings between opposing lanes of traffic
“Compost” means act or product of the controlled biological decomposition of Organic Wastes that are Source Separated or separated at a centralized facility. “Compost” may also include the product of anaerobic digestion or other conversion technologies. “Construction and Demolition” and “C&D” refer to “Construction and Demolition Waste” as defined by Section 9.030 of the Municipal Code. C&D means any non-putrescible Solid Waste generated as the result of construction, remodeling, repair, demolition, or renovation operations on any pavement, house, commercial building or other structure, including but not limited to, dirt, sand, rock, gravel, bricks, plaster, gypsum wallb oard, aluminum, glass, asphalt material, plastic pipe, roofing material, carpeting, concrete, wood, masonry, rocks, trees, surplus materials, or remnants of new materials, including but not limited to paper, plastic, carpet scraps, wood scraps, scrap metal, building materials, packaging and rubble, whether brought on site for fabrication or intended for use on the site, excluding liquid and hazardous wastes.
“Contaminant”, “Contaminate” and “Contamination” refer to any material or substance placed into or found in a Collection Container other than the type of Source Separated material for which that Collection Container is intended or reserved. For example, anything that is not Recyclable Materials is a Contaminant if placed into or found in a Recyclable Materials Collection Container. Similarly, anything that is not Organic Waste is a Contaminant if place into or found in an Organic Waste Collection Container. “Contractor” means Solano Garbage Company, a California corporation. “County” means Solano County, California.
“CPI” means the Consumer Price Index published by the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index series CUUR0000SEHG02 garbage and trash collection in U.S. city average, not seasonally adjusted. “Curb Mile” means an area bounded by one (1) mile of City street and the distance from the face of curb extending out into the street to the width of the sweeper. “Diversion” and “Divert” refer to programs and activities that reduce or eliminate the Disposal of Solid Waste in landfills, which can include source reduction, reuse, salvage, Recycling, and Composting.
“Disposal” or “Dispose” means the final disposition of Solid Waste at a permitted Landfill or other permitted Solid Waste Disposal Facility, as defined in California Public Resources Code 40192(b).

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“Disposal Facility” means the place or places listed in EXHIBIT 12 as City-approved locations for the Disposal of Garbage or other materials as appropriate and acceptable. “Dwelling Unit” means a building or part of a building designed for residential use by a single independent housekeeping unit and having separate exterior access, toilet, and facilities for cooking and sleeping.
“Edible Food” has the same meaning as found in Section 9.030 of the Municipal Code.

Edible Food means food intended for human consumption. For purposes of this Agreement, Edible Food is not Solid Waste if it is recovered for the purpose of human consumption and not discarded. Nothing in this Agreement requires or authorizes the recovery of food that does not meet the food safety requirements of the California Retail Food Code. “Edible Food Recovery” means actions to collect and distribute Edible Food and distributing it to local food recovery organization from places where it would otherwise go to waste, such as restaurants, grocery stores, produce markets, school c afeterias, or dining facilities.
“Effective Date” means March 15, 2022.
“Exempt Waste” means biohazardous or biomedical waste, Hazardous Waste, sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid batteries, dead animals, and those wastes under the control of the Nuclear Regulatory Commission. “Sludge,” for these purposes, means the accumulated solids, residues, and precipitates generated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or any other such waste having similar characteristics or effect . “Biohazardous or biomedical waste,” for these purposes, means any waste which may cause disease or reasonably be suspected of harboring pathogenic organisms; included are waste resulting from the operation of medical clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, contaminated clothing and surgical gloves.
“Food Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code.

Food Waste means (1) food scraps including all scraps, trimmings, and other putrescible waste that results from food production, preparation, storage, consumption, or handling; and (2) food-soiled paper, which is compostable paper material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper coffee cups, napkins, and pizza boxes.
“Franchise Services” means all work, operations, labor, or other obligations to be performed by the Contractor to meet Agreement requirements. “Garbage” has the same meaning as set forth in Section 9.030 of the Municipal Code.

Garbage means all putrescible and non-putrescible solid, semi-solid, and liquid wastes generated or accumulated through the normal activities of a premises. Garbage does not include Recyclables or Organic Waste that is source-separated and set out for the purposes of collection and recycling.

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“Green Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code.

Green Waste means leaves, grass, weeds, landscape and pruning waste, wood materials from trees and shrubs, and other forms of organic materials generated from landscapes or gardens. Material must be limited to four feet in length and no greater than six inches in diameter.
“Gross Revenue” means all monetary amounts actually collected or received by Contractor for the provision of Franchise Services pursuant to this Agreement, including but not necessarily limited to: all receipts from Service Recipients, inclusive of late charges, contamination charges etc.; “Gross Revenue” does not include any revenue generated by the sale of Recyclable Material, Compost or energy, grants, cash awards, State of California Department of Conservation payments, or rebates resulting from the performance of this Agreement.
“Hazardous Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code. Hazardous Waste shall have the meaning set forth in California Code of Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor laws and regulations as may be amended from time to time.
“High Density Housing Complexes” means any housing subdivision that has single family units with zero lot line parcels that are not reasonably serviceable using large, automated collection vehicles. A current list of High Density Housing Complexes are included in EXHIBIT 16.
“Holiday” means New Year’s Day, Thanksgiving Day, Christmas Day, and any other day recognized by resolution of the City Council or designated by Contractor as a day on which waste Collection Service will not be provided until the following day, excluding Sunday . “Household Hazardous Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code.
“Kitchen Food Waste Pail” means a receptacle with a rated capacity not exceeding two and one-half (2.5) gallons, made in a material approved by the City, having a hinged lid, suitable for use in an SFD Service Unit or MFD Service Unit for temporary storage of Organic Waste that is approved for such purpose by the City. “Maximum Service Rate” means the maximum amount that Contractor may charge Service Recipients for Collection Services, as listed in EXHIBIT 1, and as may be adjusted in accordance with the provisions of this Agreement.
“Mixed Waste” means any combination of Garbage, Organic Waste, or Recyclable Materials placed together in a Container designated for Garbage Collection. “Mixed Waste Processing Facility” means a State-permitted commercial Solid Waste facility listed in EXHIBIT 12 which accepts and processes Mixed Waste for diversion from landfill disposal. The City reserves its Flow Control Rights over the Mixed Waste Processing Facility.
“Multi-Family Dwelling” and “MFD” has the same meaning as set forth in Section 9.030 of the Municipal Code and shall mean any building or structure, including but not limited to Packet Page 326 of 458Attachment 2 Page 8 of 126

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Mobile Home Parks, or portion thereof, used for residential purposes having five or greater distinct living units.
“Municipal Code” means the City of Fairfield Municipal Code. “Non-Collection Notice” means a written notice in a form approved by the City that notifies a Service Recipient of the reason Contractor did not Solid Waste set out for Collection. “Organic Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code and means Solid Wastes containing material originated from living organisms and their metabolic waste products, including but not limited to Food Waste, Green Waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges or as otherwise defined in the Act. Biosolids and digestate are as defined by the Act.
“Organic Waste Processing Facility” means any facility designed, operated and legally permitted for the purpose of receiving and processing Food Waste, Green Waste, and Organic Waste listed in EXHIBIT 12. The City reserves its Flow Control Rights over the Organic Waste Processing Facility.
“Overage” means Solid Waste set out for Collection either on top of or outside of a Container or in any manner that prevents the Container lid from completely closing or potentially cause Solid Waste to spill during Collection by Contractor’s vehicles. “Premises” means any land or building where Solid Waste is generated or accumulated. “Prohibited Container Contaminants” means any of the following, but does not include Organic Waste specifically allowed for Collection in a Container that is required to be transported to a high diversion organic waste processing facility if the waste is specifically identified as acceptable for Collection in that Container in a manner that complies with the requirements of 14 CCR Section 18984.1, 18984.2, or 18984.3. The following materials are prohibited contaminants: (A) Non-Organic Waste placed in a Collection Container designated for Organic Waste provided pursuant to 14 CCR Section 18984.1 or 18984.2; (B) Organic Wastes that are, carpet, textiles, hazardous wood waste, or non-compostable paper placed in the Collection Container that is part of an Organic Waste Collection Service provided pursuant to 14 CCR Section 18984.1 or 18984.2; (C) Organic Wastes, placed in a Collection Container designated for Garbage, that pursuant to 14 CCR Section 18984.1 or 18984.2 were intended to be Collected separately in a Collection Container designated for Organic Waste or Recyclable Materials; (D) Organic Wastes placed in the Collection Container designated for Recyclable Materials shall be considered Prohibited Container Contaminants when those wastes were specifically identified in this Agreement, or through local ordinance for Collection in the Container designated for Organic Waste, or mutually agreed to and promulgated by the City and Contractor. Paper products, printing and writing paper, wood and dry lumber may be considered acceptable and not considered Prohibited Container Contaminants if they are placed in Collection Container designated for Recyclable Materials; and (E) Exempt Waste placed in any Collection Container. “Public School Facilities” means those building or other sites that the Fairfield-Suisun Unified School District and/or the Travis Unified School District owns, leases, or occupies that are listed in EXHIBIT 14.

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“Quarter” and “Quarterly” refer to a three-month periods during a calendar year. The first Quarter is January through March. The second Quarter is April through June. The third Quarter is July through September. The fourth Quarter is October through December. “Recyclable Materials” has the same meaning as set forth in Section 9.030 of the Municipal Code and shall mean those materials that are separated from Solid Waste prior to disposal to be recycled consistent with the requirements of the Act. The City may adopt a schedule of materials suitable for Recycling, as determined by resolution of the City Council, or as set forth in a Collection Agreement, which may be revised periodically.

Pursuant to Municipal Code, a schedule of materials suitable for recycling is set forth in EXHIBIT 7 to this Agreement.
“Recyclable Materials Processing Facility” means a State permitted commercial Solid Waste facility listed in EXHIBIT 12 which accepts and processes Recyclable Materials or C&D. Contractor, and not the City, directs Recyclable Materials to the Recyclable Materials Processing Facility. If the City directs Recyclable Materials to a Recyclable Materials Processing Facility not selected by Contractor and not listed in EXHIBIT 12, such City direction shall be considered a City-directed change subject to SECTION 33.3. “Recycling” has the same meaning as set forth in Section 9.030 of the Municipal Code.

Recycling shall mean the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become Garbage, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the ma rketplace. “Recycling” does not include transformation as defined in Public Resources Code Section 40201. “Residential Premises” shall mean: (i) any building or structure, or portion thereof, that is used for residential housing purposes and has four (4) or fewer distinct living units; and (ii) any multiple unit residential complex which, with the prior written approval of the City Manager, receives Solid Waste Collection services using Standard Residential Containers. “Residual” means Solid Waste that is not diverted from landfill Disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclable Materials Processing Facility for processing or diversion from landfill disposal. “Residual” does not include Recyclable Materials or Organic Material that has been processed for diversion but lacks an available market.
“Roll-Off Container” means a metal Collection Container with a capacity of ten (10) or more cubic yards that is normally loaded onto a specialized Collection vehicle and transported to an appropriate facility.
“SB 1383” means State of California Senate Bill 1383 Short-lived Climate Pollutants:

Organic Waste Reductions, approved September 19, 2016.
“Self-Haul” means Collection of Solid Waste by the resident, owner, or occupant of the Premises on which the Solid Waste was generated pursuant to a City-issued permit and in accordance with the requirements of the Municipal Code. “Service Area” means everywhere within the physical boundaries of the City unless expressly excluded by the City in writing.

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“Service Recipient” means an individual or entity receiving Collection Services. “Service Unit” means a single subscriber to Contractor’s Collection Services. SFD Service Units, MFD Service Units, City Service Units or Commercial Service Units. Service Unit specifically includes the following:

A. City Service Unit. City Facility(ies) that utilize a Collection Container(s) for the accumulation and set-out of Solid Waste. City Service Units are the properties set forth in EXHIBIT 3 and may be modified by written notice to Contractor by the City.

B. Commercial Service Unit. All retail, professional, wholesale, and industrial facilities, and other commercial enterprises offering goods or services to the public that utilize a Collection Container(s) for the accumulation and set-out of Commercial Solid Waste.

C. MFD Service Unit. Any Residential Premises, other than a Single-Family Premises, with five (5) or more Dwelling Units used for Residential purposes (regardless of whether residence therein is temporary or permanent), including such Premises when combined in the same building with Commercial establishments, that receive centralized, shared, Collection service for all units on the Premises. Service Recipients residing in Townhouses, mobile homes, condominiums, or other structures with four (4) or fewer Dwelling Units who receive individual service and are billed separately may not be considered Multi-Family. Collection services are provided with commercial bins unless mutually agreed upon between property owner and Contractor. Billing will be by consolidated bill to the property owner.

D. SFD Service Unit. Any Single-Family Dwelling Unit in the Service Area utilizing a Cart, or MFD Service Units with three or fewer Dwelling Unit served by Carts, for the accumulation and set out of Residential Solid Waste.
“Single-Family Dwelling” and “SFD” have the same meaning as “Residential Premises” as that term is defined by Section 9.030 of the Municipal Code. “Solid Waste” has the same meaning as set forth in Section 9.030 of the Municipal Code “Source Separated” refers to waste materials that have segregated at the point of generation for separate Collection for some form of materials recovery or special handling. “Source Separated” has the same meaning as set forth in 14 C.C.R. § 17402.5(b)(4). “SRRE” means “Source Reduction and Recycling Element,” which is planning document that demonstrates how the City will comply with the Act’s diversion goals. “Term” means a period time during which this Agreement is in effect. “Transfer Station” means the place or places listed in EXHIBIT 12 as City approved locations conveyance of Solid Waste Collected by Contractor into larger vehicles prior to transportation of the Solid Waste to a Disposal Facility or Processing Facility. The City reserves its Flow Control Rights over the Disposal Facility.

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“Travis Air Force Base” means the Travis Air Force Base, a United States Air Force air base under the operational control of the Air Mobility Command, that is located within the City Service Area.
“Travis Air Force Base Facilities” means those building or other sites that Travis Air Force Base owns, leases, or occupies that are listed in EXHIBIT 13. “Universal Waste” means any of the following items when they fall within the scope of 22 C.C.R. § 66273.1: batteries, electronic devices, mercury-containing equipment (such as thermostats and switches), lamps, cathode ray tubes, cathode ray tube glass, aerosol cans, and photovotaic cells.
“Waste Reporting System” mean the electronic data recording and reporting system that Contractor uses to provide data and reports that this Agreement requires Contractor to give to the City.
“White Goods” means large household appliances, which may or may not be enamel- coated; such as refrigerators, freezers, washing machines, clothes dryers, hot water heaters, ovens, and stoves.
“Work Day” mean any day, Monday through Saturday, that is not a Holiday. “Work Day” does not always mean the same thing as Business Day.

ARTICLE 2 TERM OF AGREEMENT

2.1 Initial Term. The initial Term of this Agreement will commence on the Effective Date and continue until November 30, 2035 unless sooner terminated as provided in this Agreement.

2.2 Extension of Term. If during the initial Term, the City’s audit and reviews as required and allowed under this Agreement, determine that Contractor has met all of its material performance and Diversion requirements, Contractor may request a five (5) year extension of the initial Term. Any such request must be delivered to the City in writing before January 1, 2032. The City shall have the sole discretion to either grant or deny Contractor’s request and under no circumstances shall the City be obligated to grant an extension.

2.3 Transition Services. In the event of the expiration, non-renewal, or termination of this Agreement, Contractor shall cooperate fully with City and any person retained by the City to succeed Contractor in providing the Collection Services to assure a smooth transition.

Such cooperation will include but not be limited to transfer of written and electronic data, files, and reports; providing routing information, route maps, vehicle fleet information, and list of Service Recipients; providing a complete inventory of all Collection Containers; providing adequate labor and equipment to complete performance of all Collection Services required under this Agreement; coordinating Collection of Materials set out in new containers if new containers are provided for a subsequent Agreements and providing other reports and data required by this Agreement. Ownership of Containers shall rest with the Contractor.

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ARTICLE 3 GRANT OF FRANCHISE

3.1 Grant of Exclusive Franchise. Pursuant to Section 9.040 of the Municipal Code, City hereby grants to Contractor the exclusive right and privilege to provide Solid Waste Collection Services in the City’s Service Area, subject to the terms and conditions of this Agreement.

3.2 Exceptions to Exclusive Franchise. Nothing in this Agreement shall limit the right or ability of any person to Collect or Dispose of Solid Waste in accordance with Article V (Exclusions), Chapter 9 (Solid Waste Collection Services) of the Municipal Code; which includes, without limitation, exclusions for Self-Hauling, gardeners, certain sales or donations, in-house Recycling programs, and document destruction services. Pursuant to Chapter 9, Article II of the Municipal Code, non-exclusive Construction and Demolition Waste Collection Agreements may be approved by the City Manager.

3.3 Exempt Waste. This Agreement does not require or prohibit, nor grant any exclusive right to, the Collection or Disposal of Exempt Waste by Contractor; provided that Contractor agrees that any such services it might provide must be in strict compliance with all Applicable Laws.

3.4 Enforcement of Franchise Rights. The City shall reasonably assist and cooperate with Contractor to enforce Contractor’s exclusive rights under this Agreement. Such assistance may include, but is not limited to: sending cease and desist letters to, or initiating Municipal Code enforcement actions against, Service Recipients and third parties who violate or infringe upon Contractor’s exclusive rights; and joining with Contractor in any legal actions seeking injunctive relief against authorized third party haulers.

3.5 Taxes and Utility Charges. Contractor shall promptly pay any and all taxes lawfully levied or assessed upon or in respect to the Franchise Services, or upon any part thereof or upon any revenues necessary for the operation of the provision of the Franchise Services, when the same shall become due.

ARTICLE 4 FRANCHISE FEES & PAYMENTS

4.1 Contractor Payments to City. The Parties agree that all fees any payments owed by Contractor to City under this Agreement are the product extensive negotiations and constitute valid consideration for the rights and privileges granted to Contract under this Agreement.

4.2 Administrative Fee. Contractor shall pay City a one-time Administrative Fee of Twenty- Five Thousand Dollars ($25,000). The Administrative Fee shall be due and payable on thirtieth (30th) day after the Effective Date of the Agreement.

4.3 Collector Fee. Contractor shall pay the City a monthly Collector Fee equal to thirteen percent (13%) of the Gross Revenue received by the Contractor from Collection Services provided in the City pursuant to this Agreement. The Collector Fee shall be due and payable on the fifteenth (15th) day of the month following the month for which the Collection Services were provided, the first such payment being due on May 15, 2022. The Contractor Fee shall be accompanied at the time of payment by a written report, in a format acceptable to the City, setting forth the calculations Contractor used to determine the amount due and the Packet Page 331 of 458Attachment 2 Page 13 of 126

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basis for those calculations. Figures used in the report shall be taken from Contractor’s general books of account, and Contractor shall retain all supporting documentation in accordance with the records retention requirements in SECTION 25.1 of this Agreement.

4.4 Annual Fees & Payments. The following annual fees and payments shall be due and payable on January 15 of each Calendar Year; the first such payments being due on April 15, 2022. On each anniversary of the Effective Date, each of the following annual fees and payments shall increase by the same percentage that the Maximum Service Rate increases for that same Calendar Year.

4.4.1 Vehicle Road Impact Fee. Contractor shall pay the City an annual Vehicle Road Impact Fee of Three Hundred Thousand Dollars ($300,000).

4.4.2 SB 1383 Reporting Program Cost Contribution. Contractor shall pay the City an annual SB 1383 Reporting Program Cost Contribution of Thirty-Five Thousand Dollars ($35,000).

4.4.3 Edible Food Recovery Program Funding Contribution. Contractor shall pay the City an annual Edible Food Recovery Program Funding Contribution of Thirty-Five Thousand Dollars ($35,000).

4.5 Time & Method of Payment. Contractor shall pay all amounts owed under this ARTICLE without prior notice or demand and without abatement, deduction, offset or credit in lawful money of the United States, on or before the applicable due date, unless the due date lands on a weekend or Holiday, in which case the due date shall be the next Business Day. If sent by U.S. mail, the remittance must be post-marked on or before the due date. If hand- delivered, Contractor must request and receive a dated time-stamped receipt from the City by 5:00 p.m. on the due date.

4.6 Late Payments. In the event Contractor fails to pay the City any amounts owed under this ARTICLE on or before the applicable due date, then in addition to the amounts already owed, Contractor shall pay a penalty as specified in EXHIBIT 10, except to the extent that such lateness has been approved in advance by the City Manager due to extenuating circumstances. Contractor must submit any request for approval of a late payment in writing at least five (5) business days prior to the date on which fees due, and the request must be accompanied by a written explanation of the extenuating circumstances and adequate supporting documentation. The City shall not unreasonably withhold its approval, and shall notify Contractor within three (3) business days of receiving the request whether and to what extent the request has been approved.

4.7 Franchise Fee Disputes. The City must notify Contractor of any objections to the adequacy or accuracy of any Franchise Fee payment within 180 days of receiving the written report encompassing the disputed amount. The City shall state its objections in writing with reference to the applicable portion(s) of the report and its reasons then known for its dispute.

The Parties agree to meet and confer regarding any such dispute.

ARTICLE 5 GENERAL REQUIREMENTS

5.1 Service Standard. Contractor must perform all services provided pursuant to this Agreement in a thorough and professional manner as described in ARTICLE 8, while Packet Page 332 of 458Attachment 2 Page 14 of 126

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meeting the minimum performance and diversion standards listed in ARTICLE 19 according to the Sustainability and Compliance Plan (EXHIBIT 6) developed by the Contractor and approved by the City.

Contractor’s performance under this Agreement, with respect to both Collection Services and any other services provided under or pursuant to this Agreement shall be in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

5.2 Legal Compliance. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local laws, ord inances, codes, and regulations, which shall include but not be limited to all Applicable Laws. The City shall give Contractor written notice prior to any amendment to the Municipal Code that would materially affect the performance of Contractor’s obligations under this Agreement. Such notice shall be provided at least thirty (30) days prior to adoption of the amendment, except in the case of an amendment adopted pursuant to an urgency ordinance that may go into effect immediately pursuant to state law, in which case, notice shall be given to Contractor as soon as is reasonably possibly under the circumstances.

5.3 Permits and Licenses. Contractor shall obtain, at its own expense, all permits, and licenses required by Applicable Law and maintain same in full force and effect throughout the term of this Agreement. Contractor must provide the City proof of such permits, licenses, or approvals and must demonstrate compliance with the terms and conditions of such permits, licenses, and approvals upon the request of the Agreement Administrator.

5.4 Independent Contractor. In the performance of both the Collection Services and any other services provided under or pursuant to this Agreement, Contractor is an independent contractor and not an officer, agent, servant, or employee of City. Contractor will have exclusive control of the details of the services and work performed and over all persons performing such services and work. Contractor is solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors, if any. Neither Contractor nor its officers, employees, agents, contractors or subcontractors will obtain any right to retirement benefits, Workers Compensation benefits, or any other benefits which accrued to City employees, and Contractor expressly waives any claim to such benefits.

5.5 Labor and Equipment. Contractor must provide and maintain, and shall be solely responsible for, all labor, equipment, tools, facilities, and personnel supervision required for the performance of Contractor’s obligations under this Agreement. Contractor must always have sufficient backup equipment and labor to fulfill Contractor’s obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of labor, equipment, tools, facilities, or supervision will be provided or paid to Contractor by City or by any Service Recipient except as otherwise expressly provided by this Agreement.

5.6 Ownership of Written Materials. Contractor hereby grants City a non-exclusive license as to all reports, documents, brochures, public education materials, and other similar written, printed, electronic, or photographic materials developed by Contractor at the request of City or as required under this Agreement, and intended for public use, without limitation or restrictions on the use of such materials by City. Contractor may not use such materials that specifically reference City for other purposes without the prior written consent of th e Agreement Administrator. This Section does not apply to ideas or concepts described in such materials and does not apply to the format of such materials.

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5.7 Nondiscrimination. In the performance of all of Contractor’s obligations under this Agreement, Contractor shall not discriminate against any person based on such person's race, sex, sexual orientation, age, color, national origin, ancestry, religion, marital status, handicap, or disability. Contractor must comply with all applicable federal, state, and l ocal laws, ordinances, codes, and regulations regarding nondiscrimination, including but not limited to those prohibiting discrimination in employment.

5.8 Holiday Service. Nothing in this Agreement shall require Contractor to provide Collection Services or maintain office hours on any Holiday. In any week in which one of these holidays falls on a Work Day, SFD Collection Services for the holiday and each Work Day thereafter will be delayed one Work Day for the remainder of the week with normally scheduled Friday SFD Collection Services being performed on Saturday. Commercial Collection Services will be adjusted as set forth in ARTICLE 8 but must meet the minimum frequency requirements of one (1) time per week. Collection Services will not take place on Sundays.

5.9 Street Sweeping Services. Contractor shall perform street sweeping services as described in EXHIBIT 8. Contractor has the option to subcontract with a third-party Street Sweeping company with City approval. Contractor has voluntarily agreed to provide Street Sweeping Services as “Good Will” and is not paid for or subsidized by any other Service Recipients and does not impact the Maximum Service Rates as listed in EXHIBIT 1.

ARTICLE 6 SERVICE RATES

6.1 Service Rates. Contractor is solely responsible for determining the rates it will charge for providing the Collection Services, provided that Contractor shall not charge any Service Recipient an amount that exceeds the applicable Maximum Service Rate service set forth in EXHIBIT 1, which may only be adjusted as provided in this Agreement.

6.2 Senior Discount as Contractor’s Good Will. In exchange for the good will of the City and the general public, Contractor voluntarily agrees to discount the rate it charges for Collection Services provide to eligible seniors (the “Senior Discount”) and that the Senior Discount shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients. Contractor shall make the Senior Discount available to any person who demonstrates through appropriate documentation that they are: (i) 65 years of age or older; (ii) a person of low, lower, or extremely low income, and enrolled in PG&E’s Care Program or such similar discount utility program; (iii) the service account holder; and (iv) the head of household and occupant at the Service Unit address. On or before May 15, 2022, Contractor shall provide the City and all persons in the City then currently subscribed Contractor’s senior discount rate program describing and explaining how to qualify for and receive the Senior Discount. Contractor shall thereafter advertise the availability of the on its website throughout the Term of this Agreement and at least once per year by direct notice to all SFD Service Recipients.

6.3 Maximum Service Rate Adjustments. The Maximum Service Rates in EXHIBIT 1 shall be adjusted on January 1, 2023, and annually thereafter in accordance with this SECTION

6.3. No other adjustments shall be made except as provided in SECTION 33.3 or SECTION

33.4. 6.3.1 CPI Adjustment Calculation. For Rate Year 2023 and for subsequent years thereafter, the rates shall be adjusted based on one hundred percent (100%) of the 12 month average Packet Page 334 of 458Attachment 2 Page 16 of 126

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change in the CPI (Garbage and Trash Collection Index Series ID CUUR0000SEHG02) for the most 12 month period published immediately prior to the rate application.

Therefore, the first rate adjustment effective January 1, 2023 will be based on the percentage changes between the 12-month average of the CPI index from July 2021 to June 2022. If the CPI is discontinued or revised during the Term by the United States Department of Labor, such other government index or computation with which it is replaced shall be used in order to obtain. Substantially the same result as would be obtained if the CPI had not been discontinued or revised.

6.3.1.1 Year 2023. For Rate Year 2023, in addition to the CPI Adjustment Calculation in accordance with SECTION 6.3.1, the rates shall be increased by an additional three and quarter percent (3.25%).

6.3.2 Adjustment Cap. In any Calendar Year that the calculation of the CPI exceeds four and a half percent (4.5%), the total adjustment for that year will be four percent (4.5%), and no rollover amount will be added to the rate adjustment percentage in the following year, or any subsequent year. If the CPI is negative, there will be no CPI adjustment to the Collection Element for that year.

6.3.3 Rounding. Adjustments to the overall Maximum Service Rates shall be made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. All CPI indices shall be rounded at two (2) decimal places for the adjustment calculations.

6.3.4 Adjustment Report. On or before September 1 of each year of the Term, Contractor shall deliver to City a report on its proposed adjustment to the Maximum Service Rates for the subsequent calendar year (the “Adjustment Report”). The Adjustment Report shall be in a format as may be mutually agreed on between the City and Contractor and must be contain or be accompanied by Contractor’s adjustment calculations for the specific services performed under this Agreement during the preceding in Microsoft Excel or other electronic format acceptable to the City. Contractor shall be solely responsible for the cost of preparing the Adjustment Report.

6.3.4.1 Corrections. In the event the City determines the Adjustment Report contains substantial errors or omissions, Contractor shall, at its sole cost, provide a corrected report to the City. A corrected report submitted after September 1 shall be treated as a late report.

6.3.4.2 Late Report. If Contractor fails to submit the Adjustment Report by September 1, the City may: (1) accept and consider the late Adjustment Report if the City, in its sole and reasonable discretion, deems there is sufficient time to review and approve the proposed adjustment in time for it to be implemented on January 1 of the next calendar year; or (2) accept and consider the late Adjustment Report at its earliest convenience, in which case any approved rate adjustment shall only go into effect prospectively thirty (30) days after the City’s approval. In no event shall Contractor apply any rate adjustment retroactively.

6.3.4.3 No Report. If Contractor fails to provide any Adjustment Report, the Maximum Service Rate shall remain unchanged for the next calendar year, provided the City may, in its sole reasonable discretion, adjust the Maximum Service Rate on the same basis as the immediately preceding adjustment, even if such calculation would result in a negative adjustment.

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6.3.5 City Approval. If Contractor provides a timely Adjustment Report, the City Manager shall notify Contractor On or before November 30 whether the City has approved the requested adjustments to the Maximum Service Rates for the next calendar year.

6.4 Extraordinary Adjustments. In the event any Change of Law or Material Uncontrollable Circumstance materially adverse financial impact on Contractor’s ability to provide any Collection Services under the Agreement, Contractor may request an extraordinary adjustment to the Maximum Service Rates subject to the following requirements:

6.4.1 Contractor’s Burden. Contractor shall bear the burden of justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient documentation in support of its request. City in its sole reasonable discretion may request Contractor to provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be solely responsible for the cost to of providing such additional information.

6.4.2 Review Costs. At the time of its request, Contractor shall also submit a payment to the City of Twenty-Five Thousand Dollars ($25,000) to defray the City’s costs to review the request. In the event the City anticipates that its reasonable costs may exceed that amount, City will meet and confer with Contractor in advance of incurring such costs.

Contractor shall reimburse the City for any documented, agreed excess amounts.

6.4.3 Meet and Confer. The City and Contractor agree to meet and confer regarding the request and to negotiate in good faith regarding the appropriateness of the requested adjustment.

6.4.4 City Review; Approval. City shall not unreasonably withhold its approval of any request that adequately supported, provided that the City shall have no obligation to approve any request unless it is reasonable and proportional to the materially adverse financial impact of the Change of Law or Material Uncontrollable Circumstance. Approval of the City Council shall be required for any requested rate adjustment of four percent (4%) or more.

The City Manager may approve all other requests or refer them to the City Council. The City shall notify Contractor of its decision within ninety (90) calendar days of accepting Contractor’s request and Contractor’s payment. Any such change approved by the City shall not be implemented until January 1 of the next year unless a different time frame is approved by the City Council.

6.5 Invalidation of Rate Adjustment. In the event any Maximum Service Rate or City- approved rate adjustment is disallowed or invalidated by operation of Applicable Law, regulatory decision, or court order, Contractor shall have the right, within thirty (30) days after notice of any such occurrence to request in writing that the City negotiate in good faith regarding reductions in programs, services, or fees under this Agreement to accommodate any materially adverse financial impact on Contractor’s ability to provide any Collection Services under the Agreement that has been caused by the rate disallowance or invalidation. If the City fails to commence negotiations in good faith or good faith negotiations are not completed within forty-five (45) days of Contractor’s request, Contractor may terminate this Agreement upon one hundred and eighty (180) days written notice to the City.

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ARTICLE 7 SERVICE BILLING

7.1 Responsibility for Service Billing and Collection. Contractor shall be solely responsible for the billing and collecting payments for the Collection Services it provides within the Service Area.

7.2 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or electronic mail, to each Service Recipient in advance of all services provided by Contractor under this Agreement. If sent by mail, invoices for each billing period shall be placed in a separate envelope accompanied by a self-addressed return envelope. All invoices shall include Contractor’s e-mail address include directions for payment by payment by check, credit card, or Automated Clearing House (ACH) debit, and shall include or be accompanied by a complete billing statement showing all charges and all services provided. City shall have the right to direct Contactor to revise the format of all invoices and billing statements upon reasonable notice to Contractor. No invoice shall be due and payable sooner than 30 days after the invoice date.

7.3 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner than 15 days prior to initiation of Collections Services. Contractor shall invoice SFD Service Recipients once every two months. Contractor shall invoice MFD and Commercial Service Recipients once per month.

7.4 Partial Month Service. If, during a month, a Service Unit is added to or deleted from Contractor’s Service Area, Contractor shall prorate billing to the Service Recipient on a weekly basis, meaning one-fourth of the applicable rate found in EXHIBIT 1 multiplied by the number of weeks of service provided by Contractor.

7.5 Overpayments. Contractor shall refund or issue a service credit for overpayments by Service Recipients no later than 30 days after Contractor discovers or is notified of the overpayment. Contractor shall refund every overpayment that: (1) exceeds two hundred dollars ($200.00) or the amount of Service Recipient’s typical invoice, whichever is less; or (2) is due to the Service Recipient closing the account prior to the end of the billing period .

Contractor may issue a service credit of no more than two (2) years against future invoices for all other overpayments.

7.6 Report of Delinquencies. Contractor shall report all Service Recipients whose accounts are delinquent by more than ninety (90 days) to the Agreement Administrator on a monthly basis.

7.7 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding the any other provision of this ARTICLE, Contractor reserves its right to, and may take such action as is legally available to Contractor, to collect or cause collection of past due invoice amounts; provided, however, that Contractor shall never discontinue Collection Services to any SFD Service Unit due to non-payment and shall not discontinue Collection Services to any MFD Service Unit or Commercial Service Unit except upon thirty (30) days prior written notice to both the Service Recipient and the Agreement Administrator.

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ARTICLE 8 COLLECTION SERVICES, GENERALLY

8.1 Service Area. Contractor shall provide Collection Services to all Premises and all Service Units existing in the Service Area as of the Effective Date and those added later by means of annexation, new construction, or as otherwise set forth in this Agreement during the Term. The Parties acknowledge it may also be necessary or desirable to delete Service Units from the Service Area.

8.1.1 Additions and Deletions. Contractor must provide services described in this Agreement to new Service Units in Contractor’s Service Area within five (5) Work Da ys of receipt of notice from City or the new Service Unit to begin such Service.

8.1.2 Annexation. If during Term, additional territory within or adjacent to the Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public Resources Code Section 49520, Contractor agrees to provide Collection Services in such annexed area in accordance with the provisions of this Agreement. Such Collection Services must begin within five (5) Work Days of receipt of written notice from City.

Contractor may not begin Collection Service without written authorization from City.

8.1.3 Route Map Update. Contractor must revise the Service Unit route maps to show the addition of Service Units added due to annexation and must provide such revised maps to the Agreement Administrator as requested.

8.2 Service Unit Types. There are five (5) types of Service Units in the City: SFD Service Units, MFD Service Units, High Density Housing Complexes, Commercial Service Units, and City Service Units. Contractor shall provide all Service Unit types with Collection Services that include Collection of Garbage, Collection of Source Separated Organic Waste, and Collection of Source Separated Recyclable Materials. High Density Housing Complexes will be charged the “wheel out” service rate applicable to hard-to-serve units as set forth in EXHIBIT 1.

8.3 Hours of Collection. Pursuant to the Municipal Code, no Collection or delivery/removal of Containers shall be made between the hours of 6 p.m. and 6 a.m. Monday through Saturday or at any time on Sunday; provided, however, that Commercial and Industrial accounts may be collected starting at 4 a.m. The City Manager may waive the requirements of this SECTION 8.3 when necessitated by conditions beyond the control of the Contractor. The City Manager may require Contractor to change hours of operation if disruption occurs.

8.4 Collection Days. Contractor shall maintain a regular schedule for Collection at each Service Unit and shall not change the day of Collection for any Service Unit without thirty (30) days prior written notice to the Service Recipient and the City.

8.5 Collection Frequency & Scheduling. Contractor shall provide Collection Service to every Service Unit one (1) time per week on a scheduled route basis, and as more frequently as may be permitted or required elsewhere in this Agreement. Collection Services must be scheduled so that each Service Unit receives Garbage Collection Service, Recyclable Materials Collection Service, and Organic Waste Collection Service on the same day.

8.6 Manner of Collection. Contractor must provide all Collection Services with as little disturbance as possible and must leave all Containers in an upright position at the same point it was Collected, without obstructing alleys, roadways, driveways, sidewalks, or Packet Page 338 of 458Attachment 2 Page 20 of 126

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mailboxes. Contractor’s employees providing Collection Service must follow the regular path for pedestrians while on private property and shall not trespass nor cross property to an adjoining Premises unless the occupant or owner of both Premises have given Contractor permission. Contractors employees shall take all reasonable steps to prevent damage to property, including flowers, shrubs, and other plantings.

8.7 Collection Routes. Contractor must provide the City with maps precisely defining each residential Collection route, and the days on which Collection will regularly occur. Contractor must submit to City, in writing, any proposed residential route change (including maps thereof) not less than thirty (30) calendar days prior to the proposed date of implementation.

Contractor may not implement any route changes without the prior review and approval of the Agreement Administrator, whose approval shall not be unreasonably withheld. If the proposed change will change the Collection day for any Service Recipients, Contractor must notify the affected Service Recipients of the change in writing not less than thirty (30) days before the proposed date of implementation. Contractor must provide Commercial collection routes by day upon request.

8.8 Collection Route Audits. City reserves the right to audit Contractor’s Collection routes, and Contractor must cooperate with City in connection therewith.

8.9 Ownership of Containers. Ownership of Containers is vested in Contractor.

8.10 Ownership of Solid Waste. Except as provided otherwise under Applicable Law, at such time as Solid Waste is placed for Collection at the usual place of Collection, it shall become the property of Contractor.

8.11 Spillage & Litter. Contractor shall not litter any Premises, street, road, alley, or other right - of-way in the process of providing Collection Services or while its Collection vehicles are on the road. Contractor shall transport all Collected materials in such a manner as to prevent the spilling or blowing of such materials from Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of any Solid Waste. Contractor is not responsible for cleaning up sanitary conditions caused by the carelessness of a Service Recipient but must clean up any material or residue that is spilled or scattered by Contractor, its employees, or subcontractors as follows.

8.11.1 Contractor must immediately, at the time of occurrence, clean up spilled or dropped Solid Waste or within two (2) hours of actual notice from any person and however such notice is received. To facilitate immediate cleanup, Contractor’s vehicles must always carry sufficient quantities of petroleum absorbent materials along with a broom and shovel.

8.11.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from Contractor’s operations or equipment repair must be covered immediately with an absorptive material and removed from the street surface. In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., any physical damage in excess of a simple cosmetic stain caused by the spill), Contractor shall be responsible for all repairs to return the street to the same condition as that prior to the spill. Contractor shall be responsible for all clean-up activities related to the spill. Repairs and clean-up shall be performed in a manner satisfactory to the City and at no cost to the City.

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8.11.3 Contractor must document spillage in the Waste Reporting System and notify City’s stormwater compliance coordinator within two (2) hours of any spills resulting from Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent and cleaning technique to the street surface to provide adequate cleaning as approved by the City’s stormwater compliance coordinator to be compliant with the City’s stormwater permit.

8.11.4 If City deems it necessary, Contractor must engage third-party environmental clean-up specialist at Contractor’s sole cost to remove any equipment oil, hydraulic fluids, or an y other liquid or debris that remains on street after Contractor’s own clean -up efforts. If clean-up is not conducted to satisfaction of City, City has right to engage environmental clean-up specialist to perform additional clean-up work at the expense of Contractor.

ARTICLE 9 COLLECTION SERVICES, SFD SERVICE UNITS

9.1 Required SFD Collection Services. Contractor shall Collect all Garbage, Source Separated Organic Waste and Source Separated Recyclable Materials from each SFD Service Units that have been properly placed in the Cart intended for that purpose .

Contractor shall offer SFD Collection Services as a bundle of one (1) Garbage Cart, one (1) Recyclable Materials Cart, and one (1) Organic Waste Cart. Service Recipients shall have the option to upsize or downsize Carts consistent with the pricing and service rates set forth in EXHIBIT 1. Contractor shall give Service Recipients the option to choose the appropriate configuration of Garbage, Recycling and Organic Waste Cart sizes.

9.2 Cart Placement. Except as otherwise provided in this SECTION 9.2, Agreement, Contractor shall not be required to Collect any Cart from any SFD Service Unit that is not appropriately placed on or next to the Premises of the Service Unit, which shall be within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle.

9.2.1 Wheel-Out Service. “Wheel-out service” includes Contractor’s retrieval of all Solid Waste Carts from the side of a Residential Premise, moving the Carts to the curb for Collection, and returning the Carts to their original location. Contractor must provide wheel-out service on the same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit. Contractor shall provide wheel-out service at no cost to the Service Recipient to any SFD Service Unit wherein all adults residing therein have disabilities that prevent them from placing Carts in the location otherwise required. Contractor shall offer wheel out service to all other SFD Service Recipients on a subscription basis subject to the applicable Maximum Service Rate in EXHIBIT 1.

9.3 Cart Specifications. All Carts Contractor provides to SFD Service Units shall comply with the with the coloring and labeling requirements of SB 1383 and the specifications listed in EXHIBIT 4.

9.4 Cart Repair. Contractor shall repair any damaged Cart that can be reasonably repaired (e.g., damage to hinged lids, wheels, or axles) within five (5) Work Days of Contractor’s discovery of such damage or notice from either the City or the Service Recipient. In the event that repairs cannot be reasonably made on site, Contractor shall promptly provide a replacement Cart while repairs are made.

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9.5 Purchase and Distribution of Kitchen Food Waste Pails. Contractor shall be responsible for the purchase and distribution of fully assembled and functional Kitchen Food Waste Pails to SFD Service Units in the Service Area, including to new SFD Service Units that are added to Contractor’s Service Area during the term of this Agreement. The initial distribution of Kitchen Food Waste Pails must be completed between July 1, 2022 and August 31, 2022 along with educational outreach materials as approved by City, and will be provided at no additional charge (one (1) pail per SFD Service Unit). The distribution to new SFD Service Units must be completed within five (5) Work Days of receipt of notification from City or the SFD Service Unit.

9.6 Cart Replacement. Contractor shall replace any Cart that is stolen or damaged beyond repair within five (5) Work Days of Contractor’s discovery or reception of notice from either the City or the Service Recipient. Contractor must maintain records documenting all Cart replacements, and the costs thereof and reasons therefor, in the Waste Reporting System.

Contractor shall replace any and all Carts damaged by its employees or subcontractors at no cost to the Service Recipient. As to any Cart stolen or damaged through no fault of Contractor, its employees, or its subcontractors, Contractor shall replace one (1) such Cart of each type per Service Recipient every ten (10) years during the Term at no cost to the Service Recipient. Contractor understands and agrees that this means each individual Service Recipient is entitled to free replacement of up to three (3) replacement Carts: one (1) of each type, every ten (10) years. Contractor may charge Service Recipients for any subsequent replacement Carts, subject to the maximum applicable rate in EXHIBIT 1.

9.7 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient within five (5) Work Days. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar Year during the term of this Agreement for moving to a larger Cart size. Each SFD Service Unit is eligible to receive unlimited Cart exch anges per Calendar Year during the term of this Agreement for moving to a smaller Cart size.

Accordingly, Contractor will be compensated only for the cost of those exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger or similar Cart sizes, subject to the maximum applicable rate in EXHIBIT 1.

9.8 Additional Cart Requests. Upon notification to the Contractor by City or a Service Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, subject to the maximum applicable rate in EXHIBIT 1.

9.9 Holiday Tree Collection. Every year between December 25 and January 15, Contractor shall Collect all Holiday Trees set out at the curb. All Holiday Trees shall be handled and Disposed of as Organic Waste excepting Holiday Trees that are still decorated with tinsel, ornaments, or flocking when set out for Collection.

9.10 Cardboard Recycling. Contractor shall offer free cardboard drop-off Monday through Friday at 2901 Industrial Court in Fairfield. All corrugated cardboard shall be handled and disposed of as Recyclable Material.

9.11 Used Motor Oil & Filters. Contractor shall provide, at no additional compensation, a weekly used motor oil and filters curbside Collection on regular Collection days from all SFD Service Units.

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9.12 Bulky Waste Collection. Contractor shall provide on-call Bulky Waste Collection Service to all SFD Service Units. Each SFD Service Unit shall be entitled to receive at least two (2) Bulky Waste Collection of up to three (3) cubic yards of Solid Waste and two (2) individual Bulky Waste items at no addition charge. Contractor may charge Service Recipients for additional Bulky Waste Collections subject to the Maximum Service Rate in EXHIBIT 1.

Contractor shall schedule Bulky Waste Collections within fourteen (14) days after receiving the request and on a regular Collection day, or as agreed upon between Contractor and Service Recipient, and shall confirm the Collection date with the Service Recipient at least two (2) Work Days in advance. Bulky Waste Collection service shall not include Organic Waste due to SB 1383 requirements.

9.12.1 Stinger/Scout Trucks. Where physical space restrictions make the Collection of Carts from any SFD Service Unit unreasonably difficult or impossible using Contractor's regular Collection vehicles, Contractor shall offer to Collect all types of Solid Waste by means of a vehicle specialized for this purpose, subject to the applicable Maximum Service Rate in EXHIBIT 1. High Density Housing Complexes shall be served using such specialized vehicles.

ARTICLE 10 COLLECTION SERVICES, MFD SERVICE UNITS

10.1 Base Collection Service. The base service for an MFD Service Unit shall include the equivalent of one 35-gallon Garbage Cart per MFD Service Unit. The actual configuration of Garbage Container sizes shall be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with Contractor. Additional services may be requested by the MFD Service Recipient.

10.1.1 Cart Service. MFD Service Units that are approved to utilize Carts to provide Solid Waste Collection Services to individual dwelling units shall be provided Collection Services subject to the same terms and conditions as SFD Service Units.

10.1.2 Bin & Roll-Off Service. MFD Service Units that are approved to utilize Bins and Roll-Off Containers for Solid Waste Collection Services shall be provided Collection Services subject to the same terms and conditions as Commercial Service Units.

10.2 Purchase and Distribution of Kitchen Food Waste Pails. Contractor shall be responsible for the purchase and distribution of fully assembled and functional Kitchen Food Waste Pails to MFD Service Units in the Service Area, including to new MFD Service Units that are constructed to Contractor’s Service Area during the term of this Agreement. The initial distribution of Kitchen Food Waste Pails must be completed between July 1, 2022 and August 31, 2022 along with educational outreach materials as approved by City, and will be provided at no additional charge (one (1) pail per MFD Dwelling Unit). The distribution to new SFD Service Units must be completed within five (5) Work Days of receipt of notification from City or the SFD Service Unit.

10.3 Holiday Tree Collection. Same as SECTION 9.9. MFD Service Units will be provided Holiday Tree collection through Roll-Off Container service on a single day per each MFD Service Unit complex, to be arranged by appointment with the Contractor.

10.4 Bulky Waste Collection. Contractor shall provide Bulky Waste Collection Services to MFD Service Units. MFD Service Units shall be entitled to receive one (1) Bulky Waste Collection Packet Page 342 of 458Attachment 2 Page 24 of 126

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annually of up to three (3) cubic yards per Dwelling Unit of Solid Waste at no additional charge, if all units in the MFD complex are subscribing to Garbage Collection Services.

Bulky Waste services for MFD Service Recipients shall be arranged by the person responsible for management of the MFD Service Unit, subject to the Maximum Service Rates in EXHIBIT 1. Contractor may charge for MFD Bulky Waste Collection Services.

Contractor may require that the pick-ups occur from all units in the Multi-Family Residence on the same day. In that event, the on-call day shall be negotiated between Contractor and the property owner or manager. Depending on the number of units and or property access, the Contractor may deliver Roll-Off Container for the purpose of this service. Contractor shall schedule Bulky Waste Collections within fourteen (14) days after receiving the request and on a regular Collection day, or as agreed upon between Contractor and Service Recipient, and shall confirm the Collection date with the Service Reci pient at least two (2) Work Days in advance.

ARTICLE 11 COLLECTION SERVICES, COMMERCIAL SERVICE UNITS

11.1 Commercial Collection Service. Contractor shall Collect all Garbage, Source Separated Organic Waste and Source Separated Recyclable Materials from all Commercial Service Units that have been properly placed in the Container intended for that purpose. Contractor shall offer Commercial Collection Services that shall include one (1) Garbage Container, one (1) Recyclable Materials Container, and one (1) Organic Waste Container. Service Recipients shall have the option to receive any combination of Cart service (in 32, 64, or 96-gallon sizes), Bin service (in 2 through 7-cubic yard sizes), or Container Service (in 10, 20, 30, and 40-cubic yard sizes) consistent with the pricing and service rates set forth in EXHIBIT 1. Contractor shall give Service Recipients the option to choose the appropriate configuration of Garbage, Recyclable Materials, and Organic Waste Containers for their Premises. Contractor must distribute Collection Containers to all new Commercial Service Units added to the Service Area during the Term within five (5) Work Days of receipt of the request for new service.

11.2 Recyclable Materials & Organic Waste Collection Service. Contractor shall develop and operate its Commercial Recyclable Materials Collection Service and its Commercial Organic Waste collection Service in a manner designed to assist City and Service Recipients achieve and maintain compliance with AB 341, SB 1383 and other applicable regulatory statutes related to Solid Waste. On or before May 15, 2022 and each July 1st thereafter, Contractor will notify Commercial Service Recipients of their obligations under AB 341, SB 1383 and other applicable regulatory statutes related to Solid Waste requirements. Contractor will conduct a site visit with each new Commercial Service Recipient to determine the specific materials to be included in the Service Recipient’s Recyclable Materials Collection and Organic Waste Collection (i.e., Food Waste, Green Waste, combined Food and Green Waste). Contractor must provide the necessary volume of collection service to Commercial Service Units in order to be in full compliance with the law. Contractor will conduct in-person outreach to all non-participating Commercial generators at least one (1) time per calendar year. Failure to conduct such outreach will result in a penalty as specified in EXHIBIT 10. Contractor shall coordinate any such outreach with the City.

11.3 Container Placement. Except as otherwise provided in this SECTION 11.3, Contractor shall not be required to Collect any Container from any Commercial Service Unit that is blocked or otherwise not readily accessible to Contractor's personnel Packet Page 343 of 458Attachment 2 Page 25 of 126

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11.3.1 Push Service. “Push service” includes Contractor’s dismounting from a Collection vehicle, moving the Container from their regular storage location on the Premises for the purpose of Collection, and returning the Containers to their original location. Contractor must provide push service on the same Work Day that Collection would otherwise be provided to the Commercial Service Unit. Contractor shall offer push service to all Commercial Service Recipients on a subscription basis subject to the applicable Maximum Service Rate in EXHIBIT 1.

11.3.2 Stinger/Scout Trucks. Where physical space restrictions make Collection of Containers from any Commercial Service Unit unreasonably difficult or impossible using Contractor’s regulation Collection vehicles, Contractor shall offer to Collect all types of Solid Waste by means of a vehicle specialized for this purpose, subject to the ap plicable Maximum Service Rate in EXHIBIT 1.

11.4 Container Specifications. All Containers Contractor provides to Commercial Service Recipients shall comply with the coloring and labeling requirements of SB 1383 and the specifications listed in EXHIBIT 4. If Contractor is required after January 1, 2022 by changes in CalRecycle regulations to replace any Commercial Collection Container before it has been fully depreciated, Contractor may request a commensurate rate increase as otherwise provided in this Agreement.

11.5 Container Cleanings. Contractor shall, if requested by a Service Recipient, clean each Container one (1) time each Calendar Year at no cost to the Service Recipient. Contractor may charge Service Recipients for any additional cleanings performed at their request, subject to the Maximum Service Rates in EXHIBIT 1. Independent of any requests to clean Containers from a Service Recipient, Contractor shall have the obligation to clean all Containers on an as-needed basis so as to maintain a clean appearance and proper function. Under no circumstances shall Contractor permit any water to enter the City’s storm drain system as a consequence of cleaning any Container.

11.6 Container Repair. Contractor shall repair any damaged Container that can be reasonably repaired within five (5) Work Days of Contractor’s discovery of such damage or notice from either the City or the Service Recipient. In the event that repairs cannot be reasonably made on site, Contractor shall promptly provide a replacement Container while repairs are made.

Contractor shall also be responsible for removal of graffiti from all Containers subject to the same requirements and conditions applicable to repair of damaged containers.

11.7 Container Replacement. Contractor shall replace any Container that is stolen or damaged beyond repair within five (5) Work Days of Contractor’s discovery or receipt of notice from either the City or the Service Recipient. Contractor must maintain records documenting all Container replacements, the costs thereof and reasons therefore, in the Waste Reporting System. Contractor shall replace any and all Containers damaged by its employees or subcontractors at no cost to the Service Recipient. As to any Container stolen or damaged through no fault of Contractor, its employees, or subcontractors, Contractor shall replace one (1) such Container of each service type per Service Recipient every ten (10) years during the Term at no cost to the Service Recipient. Contractor understands and agrees that this means each individual Service Recipient is entitled to up to three (3) replacement Containers; one (1) of each service type, every ten (10) years. Contractor may charge Service Recipients for any subsequent replacement Containers, subject to the maximum applicable rate in EXHIBIT 1.

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11.8 Container Exchange. Upon notification to Contractor by City or a Service Recipient that a change in the size or type of Container is requested, Contractor must deliver such Container to such Service Recipient within five (5) Work Days. Each Commercial Service Unit is eligible to receive one (1) free Container exchange per Calendar Year during the Term of this Agreement for moving to a larger Container size. Each Commercial Service Unit is eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for moving to a smaller Container size. Accordingly, Contractor will be compensated only for the cost of those exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger or similar Container sizes, subject to the maximum applicable rate in EXHIBIT 1.

11.9 Additional Container Requests. Upon notification to the Contractor by City or a Service Recipient that additional Containers for Garbage, Recyclable Materials, or Organic Waste are requested, Contractor shall deliver such Containers to such Service Recipient within five (5) Work Days, subject to the maximum applicable rate in EXHIBIT 1.

11.10 Compactors. Commercial Service Units may use their own Compactor provided: (i) the Compactor complies with the coloring and labeling requirements of SB 1383 and the specifications listed in EXHIBIT 4; (ii) the Compactor is compatible with Contractor’s equipment and vehicles; and (iii) the Service Recipient shall be solely responsible for the proper operation and maintenance of the Compactor.

11.11 Frequency of Service. Contractor shall Collect Garbage, Source Separated Recyclable Materials, and Source Separated Organic Waste from Commercial Service Units at least one (1) time per week and as more frequently as Contractor and the Service Recipient agree is deemed necessary; provided that Collection of Recyclable Materials and Organic Waste must be sufficiently frequent to promote program participation and reduce Contamination.

11.12 Bulky Waste Collection. Contractor shall provide Bulky Waste Collection Services to Commercial Service Units. Bulky Waste Collection Services for Commercial Service Units shall be at a charge to the Service Recipient. Contractor may phase in Bulky Waste collection services for Commercial during the first year of this Agreement in separate time periods for different areas of the City in order to manage demand for these services. Bulky Waste services for Commercial Service Recipients shall be arranged by the person responsible for management of the Commercial Service Unit, subject to the Maximum Service Rates in EXHIBIT 1. Contractor may charge for Commercial Bulky Waste Collection Services. Contractor shall schedule Bulky Waste Collections within fourteen (14) days after receiving the request and on a regular Collection day, or as agreed upon between Contractor and Service Recipient, and shall confirm the Collection date with the Service Recipient at least two (2) Work Days in advance.

ARTICLE 12 COLLECTION SERVICES, TRAVIS AIR FORCE BASE

12.1 Travis Air Force Base Collection Services. Contractor shall offer to Collect all Garbage, Source Separated Organic Waste and Source Separated Recyclable Materials that have been properly placed in the Container intended for that purpose from all Travis Air Force Base Facilities as designated and described in EXHIBIT 13 or as Travis Air Force Base may designate in the future. Contractor shall offer Collection Services to Travis Air Force Base Facilities in accordance with ARTICLES 8 through 11 and services shall conform to Packet Page 345 of 458Attachment 2 Page 27 of 126

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the operational standards set forth in the Performance Work Statement for Integrated Solid Waste Management dated September 15, 2017 between Contractor and Travis Air Force Base.

12.2 Contractor’s Good Will. In exchange for the good will of the City, Travis Air Force Base, and the general public, Contractor voluntarily agrees to provide Collection Services under this ARTICLE at rates shown in EXHIBIT 1 to Travis Air Force Base and warrants that such service shall neither impact the Maximum Service Rates nor be otherwise paid for other subsidized by any other Service Recipients.

12.3 Recyclable Materials & Organic Waste Collection Service. Contractor shall offer to conduct a site visit with Travis Air Force Base personnel at each Travis Air Force Base Facility to determine the specific materials to be included in Travis Air Force Base’s Organic Waste Collection (i.e., Food Waste, Green Waste, combined Food and Green Waste).

Contractor shall provide the necessary volume of collection service to Travis Air Force Base Facilities in order to be in full compliance with the law. Contractor shall offer to conduct in- person outreach to all non-participating Travis Air Force Base Facilities at least one (1) time per calendar year. Contractor shall coordinate any such outreach with the City and Travis Air Force Base.

12.4 Container Placement. Contractor shall not be required to Collect any Container from any Travis Air Force Base Facility that is blocked or otherwise not readily accessible to Contractor's personnel; provided that Contractor shall provide Travis Air Force Base Facilities with push service, wheel out service, or services by stinger/scout trucks at no additional cost to Travis Air Force Base where reasonably requested by Travis Air Force Base.

12.5 Container Service. Travis Air Force Base Facilities shall be provided Collection Services generally subject to the same terms and conditions as similar Service Units with regard to Container specifications, repair, replacement, cleanings, and exchange; provided Travis Air Force Base shall not be charged for any requests for such services

12.6 Frequency of Service. Contractor shall offer to Collect Garbage, Source Separated Recyclable Materials, and Source Separated Organic Waste from Travis Air Force Base Facilities on a regular basis as frequently as requested by Travis Air Force Base, but not to exceed six (6) times per week per Container.

12.7 City Collection Routes. Contractor shall establish and follow regular Collection routes for service to Travis Air Force Base Facilities, subject to approval of the Agreement Administrator.

ARTICLE 13 COLLECTION SERVICES, PUBLIC SCHOOL FACILITIES

13.1 Public School Facilities Collection Services. Contractor shall offer to Collect all Garbage, Source Separated Organic Waste and Source Separated Recyclable Materials that have been properly placed in the Container intended for that purpose from all Public School Facilities of the Fairfield-Suisun Unified School District and Travis Unified School District as designated and described in EXHIBIT 14 or as City may designate in the future. Contractor shall offer Collection Services to all Public School Facilities in accordance with ARTICLE 11.

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13.2 Contractor’s Good Will. In exchange for the good will of the City, Public School Facilities, and the general public, Contractor voluntarily agrees to provide Collection Services under this ARTICLE at rates shown in EXHIBIT 1 to Public School Facilities and warrants that such service shall neither impact the Maximum Service Rates nor be otherwise paid for other subsidized by any other Service Recipients.

13.3 Recyclable Materials & Organic Waste Collection Service. Contractor shall offer to conduct a site visit with Public School Facilities personnel at each Public School Facility to determine the specific materials to be included in Public School Facility’s Organic Waste Collection (i.e., Food Waste, Green Waste, combined Food and Green Waste). Contractor shall provide the necessary volume of collection service to Public School Facilities in order to be in full compliance with the law. Contractor shall offer to conduct in-person outreach to all Public School Facilities at least one (1) time per calendar year. Contractor shall coordinate any such outreach with the City and Public School Facility personnel.

13.4 Container Placement. Contractor shall not be required to Collect any Container from any Public School Facility that is blocked or otherwise not readily accessible to Contractor's personnel.

13.5 Container Service. Public School Facilities shall be provided Collection Services generally subject to the same terms and conditions as similar Service Units with regard to Container specifications, repair, replacement, cleanings, and exchange.

13.6 Frequency of Service. Contractor shall offer to Collect Garbage, Source Separated Recyclable Materials, and Source Separated Organic Waste from Public School Facilities on a regular basis as frequently as requested by the Public School Facilities, but not to exceed six (6) times per week per Container.

13.7 City Collection Routes. Contractor shall establish and follow regular Collection routes for service to Public School Facilities, subject to approval of the Agreement Administrator.

ARTICLE 14 COLLECTION SERVICES, CITY FACILITIES & EVENTS

14.1 City Collection Services. Contractor shall Collect all Garbage, Source Separated Organic Waste and Source Separated Recyclable Materials that have been properly placed in the Container intended for that purpose from all City Facilities as designated and described in EXHIBIT 3 or as the City may designate in the future. Contractor shall provide Containers to each City Facility in the size, type, and number requested by the City Facility within five (5) Work Days of receiving the City’s request.

14.2 Contractor’s Good Will. In exchange for the good will of the City and the general public, Contractor voluntarily agrees to provide Collection Services under this ARTICLE at no cost to the City excepting excess service as provided in this ARTICLE, and warrants that such service shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients.

14.3 Excess Service. As measured against the service volume on the Effective Date of this Agreement, if the City’s total service volume for front load service increases by 10% by January 1, 2027, 15% by January 1, 2032, or 20% by January 1, 2037, Contractor may charge the City for the excess service volume in accordance with the Commercial Service Packet Page 347 of 458Attachment 2 Page 29 of 126

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Recipient Rates set forth in EXHIBIT 1, but in no event shall Contractor cease service to any City Facility on account of such increases. The Parties agree to meet and confer, and negotiate in good faith regarding excess service as described in this SECTION.

14.4 Recyclable Materials & Organic Waste Collection Service. Contractor will conduct a site visit with City personnel at each City Facility to determine the specific materials to be included in the City’s Organic Waste Collection (i.e., Food Waste, Green Waste, combined Food and Green Waste). Contractor must provide the necessary volume of collection service to City Facilities in order to be in full compliance with the law. Contractor will conduct in-person outreach to all non-participating City Facilities at least one (1) time per calendar year. Contractor shall coordinate any such outreach with the City.

14.5 Container Placement. Contractor shall not be required to Collect any Container from any City Facility that is blocked or otherwise not readily accessible to Contractor's personnel; provided that Contractor shall provide City Facilities with push service, wheel out service, or services by stinger/scout trucks at no cost to the City where reasonably requested by the City.

14.6 Container Service. City Facilities shall be provided Collection Services generally subject to the same terms and conditions as similar Service Units with regard to Container specifications, repair, replacement, cleanings, and exchange; provided the City shall not be charged for any requests for such services.

14.7 Frequency of Service. Contractor shall Collect Garbage, Source Separated Recyclable Materials, and Source Separated Organic Waste from City Facilities on a regular basis as frequently as requested by the City, but not to exceed five (5) times per week per Container during Contractor’s regular service hours.

14.8 City Collection Routes. Contractor shall establish and follow regular Collection routes for service to City Facilities, subject to approval of the Agreement Administrator. Contractor shall limit the number of trips and the path of travel for collection vehicles in City parking lots.

14.9 Bulky Waste, E-Waste & Universal Waste Collection. Contractor shall Collect Bulky Waste, Source Separated E Waste, and Source Separated Universal Waste, from City Facilities on an on-call basis.

14.10 City Generated Sludge. Contractor shall provide for the Disposal for the Disposal or Diversion of all Solid Waste generated by City projects, and City water treatment facility Sludge delivered to the Disposal Facility, whether by Collector, City employees in City vehicles or by designated agents of City, which is consistent with the permit limitations of the Disposal Facility. Collector shall provide for the Diversion of all water treatment facility sludge with a moisture content of between ten (10) and fifty (50) percent.” Contractor shall not be required to incur costs to dispose of Sludge under this SECTION in excess of Fifty Thousand Dollars ($50,000) per twenty-four (24) month period with the first such occurrence commencing in 2022. On each biennial Sludge disposal recurrence, the cost to dispose of Sludge shall increase by the same percentage that the Maximum Service Rate increases for the same twenty-four month period. The City shall reimburse Contractor for any amounts incurred by Contractor for Sludge disposal in excess of this cost limit.

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14.11 City Construction and Demolition Waste. Contractor shall collect and dispose of Construction and Demolition Waste generated from City projects. Contractor’s collection and disposal of this waste will count towards the maximum seventy (70) Container limit for City Clean-Up Services in the next SECTION. The Contractor may charge the City for processing of any City generated Construction and Demoliti on Waste that is not Source Separated. City has no obligation to deliver Construction and Demolition Waste from City projects to the Disposal Facility, except for that which is collected by Contractor.

14.12 City Clean-Up Services. Within one (1) Work Day of a request from the Agreement Administrator, Contractor shall provide Roll-Off Containers to support City services and operations, including but not limited to Code Enforcement Clean-up Services, City Special Events, and downed tree removal. City shall be responsible for loading each Roll-Off Container and Source Separating Recyclable Materials and Organic Waste as warranted.

Contractor shall Collect all such Solid Waste (excluding Hazardous Waste or hazardous substances, special waste, tires, treated wood waste and other materials excluded from Disposal at a Class III landfill) and deliver same to such non-hazardous Disposal Facilities as appropriate given the characteristics of the load. Contractor shall provide up to seventy (70) such Containers and Collections each year of the Term at no charge to the City.

Contractor shall be entitled to charge the City for any more Collections in a given year in accordance with the rates set forth in EXHIBIT 1.

14.13 City-Sponsored Events Service. Upon the City’s request, Contractor shall provide Containers, Collection Services, and Street Sweeping Services for up to eight (8) City- Sponsored Events annually, including but not limited to those specified in EXHIBIT 2, at no cost to the City.

14.14 Public Area Waste Collection. Contractor shall collect and dispose of Garbage and collect and process Organic Waste and Recyclable Materials generated from designated public Containers throughout the City at no additional charge or fee if the City provides such Containers. As of the Effective Date, the City has public Containers at approximately 50 locations. If additional service is warranted at a later date, Contractor will provide Collection of Garbage, Organic Waste, and Recyclable Materials from not more than 40 additional sets of Containers in the City’s downtown areas. The frequency of Collection shall be specified by the City, but shall be at least one (1) time per week. Contractor shall provide separate Containers for Organic Waste and Recyclable Materials at all public parks.

14.15 Household Hazardous Waste Program. Contractor shall provide a permanent Household Hazardous Waste Collection Facility (as defined in California Code of Regulations, Title 14, Section 18502(a)(20)) located within the City limits for the acceptance of all types of Household Hazardous Waste types from Residential Premises, Multi-Family Premises, and businesses that qualify as Small Quality Generators (SQG) as defined by Title 40 of the Code of Federal Regulations. The facility shall be available to City residents , including Travis Air Force Base personnel, at least two (2) days per month. This service is to be provided to residents and businesses with no additional compensation to Contractor. SQG shall not exceed the current maximum permissible Rates outlined in EXHIBIT 1. Examples of Household Hazardous waste include, but are not limited to, pesticides, herbicides, pool chemicals, household solvents and acids, contaminated used motor oil, and oil-based paint.

The operation of the facility shall follow the General Parameters set forth in EXHIBIT 15 and shall comply with all Applicable Law. Contractor shall operate a Household Hazardous Waste Collection Facility and Program that is fully permitted during the Term of this Agreement.

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The following are the acceptable and non-acceptable items for the Household Hazardous Waste Program:

Acceptable Items:
• Paint Oil and latex paints, stains, varnishes, solvents, thinners, adhesives • Automotive items Motor oil, oil filters, antifreeze, batteries • Household cleaners, oven cleaners, drain cleaners, bleach, and sprays waxes, polishes
• Garden items, pesticides, herbicides, fertilizers, ant trap poison, gopher bait • Other chemicals: Adhesives, pool chemicals, photographic chemicals, flammable liquids and gases, aerosol cans, roofing tar, roofing products, solvents
• Fluorescent tubes, bulbs and other mercury-containing lamps • Batteries AA, AAA, C and D cells and button batteries • Mercury gauges barometers, manometers, old thermostats • Needles
Non Acceptable Items
• Explosives
• Ammunition
• Infections medical waste
• Pharmaceutical waste
• Waste with PCB
• Compressed Gas Cylinders (with the exception of household size propane tanks and camp stove propane bottles)
• Friable Asbestos
• Radioactive waste
• Tires

14.15.1 Contractor shall provide, at no additional compensation, a “Batteries, Oil, Paint, Anti- Freeze” Collection Facility (“BOPA”) in the City for the Disposal of batteries, oil, oil filters, latex paint and antifreeze by City residents. The BOPA facility shall be available to City residents five (5) days a week, Monday through Friday, and two (2) Saturdays per month during the HHW drop-off specified in SECTION 14.15.

14.15.2 City shall contribute funding towards Household Hazardous Waste Program costs not to exceed fifty percent (50%) of total program costs. In the event that the City is unable to contribute funding toward the Household Hazardous Waste Program cost, the City and Contractor shall negotiate changes to the program consistent with available funding.

Contractor shall submit an invoice to the City with itemized program costs with breakdown of materials collected and number of participants.

14.16 Hazardous Waste Notifications and Procedures.

14.16.1 Except for the Household Hazardous Waste Collection Program Described in SECTION

9.11 and SECTION 14.15, the Collection, transportation and Disposal of Hazardous Waste is specifically beyond the scope of this Agreement. Contractor and City shall take all reasonable steps necessary to prevent Hazardous Waste from being collected, Packet Page 350 of 458Attachment 2 Page 32 of 126

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transported, or disposed of by Contractor under this Agreement, other than Household Hazardous Waste Collected pursuant to Section 9.11 and Section 14.15.

14.16.2 Contractor shall not be required to filter through and thoroughly inspect the Solid Waste deposited in Containers in order to ensure it does not contain any Hazardous Waste.

Contractor shall nonetheless take all reasonable steps to avoid collecting Hazardous Waste. Contractor shall “tag” each Container which contains Hazardous Waste items, in accordance with the procedures set forth in EXHIBIT 15 regarding tagging items not collected.

14.16.3 Contractor shall provide written information regarding Household and other Hazardous Waste to all Subscribers upon initially beginning service and on a yearly basis thereafter.

This information shall specify what types of waste may and may not be disposed of through routine Collection procedures, the availability of the Household Hazardous Waste Collection Program described in SECTION 9.11 and SECTION 14.15, the tagging procedure if Hazardous Waste is found in the Service Recipient’s deposited waste, and other pertinent information.

14.16.4 Contractor shall conduct yearly training programs for its waste Collection employees who provide Collection Services in the City, to instruct them in determining what is Hazardous Waste, to advise them to be aware of and locate, if possible, Hazardous Waste items when undertaking their Collection of Solid Waste in the City, to follow proper procedures by tagging Hazardous Waste items as “Hazardous Special Handling Required”, and to advise Service Recipients of the various legal alternatives for the Disposal of Hazardous Waste.

14.16.5 Contractor shall notify all agencies with jurisdiction, including the California Department of Toxic Substances Control and Local Emergency Response Providers, and if appropriate, the National Response Center, of reportable quantities of Hazardous Waste, found or observed by Contractor anywhere within the City, including on, in, under or about City owned property and City Containers. In addition to other required notifications, if Collector observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Waste unlawfully disposed of or released on City owned property, including but not limed to streets in the City, storm drains, or public rig hts of way, Contractor also shall immediately notify the City Manager and the Solano County Department of Environmental Management.

ARTICLE 15 COLLECTION SERVICES, BULKY WASTE

15.1 Bulky Waste Containing Freon. As part of Contractors public education and outreach program, Contractor will notify all Service Recipients that Contractor is not required to collect Bulky Waste containing Freon. However, in the event Contractor collects Bulky Waste that contains Freon, Contractor must handle such Bulky Waste in a manner such that the Bulky Waste are not subject to regulation as hazardous waste under applicable State and Federal laws or regulations. Notwithstanding, Contractor may charge for Freon removal from Freon-containing appliances in an amount that does not exceed the rate as set in EXHIBIT 1.

15.2 Maximum Reuse and Recycling. Contractor must dispose of Bulky Waste Collected from Service Units pursuant to this Agreement in accordance with the following order of Packet Page 351 of 458Attachment 2 Page 33 of 126

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preference: reuse as-is (where energy efficiency is not compromised); Recycling; and Disposal.

15.3 Disposal Coupon. Contractor shall provide one coupon to each unit in a SFD and MFD Service Unit annually for Disposal at the Designated Disposal Site. The Disposal Coupon shall have a maximum value of Twenty-Five Dollars ($25.00), which will cover the cost to dispose of up to two (2) cubic yards of Solid Waste and one (1) Bulky Waste item at no additional charge to the Service Recipient. No charge shall be levied for the removal of Freon from Freon-containing devices delivered to the Designated Disposal Site pursuant to the coupon. In addition, Collector shall provide 200 coupons to the City Manager annually for distribution by the City Manager in his or her sole discretion, at no charge to the City.

15.4 Disposal of Bulky Waste. Contractor may not landfill such Bulky Waste unless the Bulky Waste cannot be reused or recycled.

ARTICLE 16 OVERAGES

16.1 Non-Collection. Contractor shall not be required to Collect any Overage from any Service Unit except as otherwise expressly provided in this Agreement.

16.2 Prior Arrangements for Collection. Contractor shall Collect any Overage in accordance with any prior arrangement with a Service Recipient and may charge the Service Recipient for such service, subject to the applicable Maximum Service Rate in EXHIBIT 1.

16.3 No Prior Arrangements. If the Service Recipient has not made any prior arrangement with Contractor to Collect any Overage, Contractor may: (i) Collect the Overage at no additional charge, as a courtesy to the Service Recipient; (ii) Collect the Overage, and charge the Service Recipient, subject to the applicable Maximum Service Rate in EXHIBIT 1; or (iii) refuse to Collect the Overage and leave the Service Recipient a Non-Collection Notice.

16.4 Non-Collection Notice. Whenever Contractor chooses to not Collect an Overage, it shall document the Overage with a still picture or video and provide the Service Recipient a Non- Collection Notice, by: U.S. mail, e-mail, or personal delivery. The Non-Collection Notice must include: (i) the date, time, and reasons for non-Collection; (ii) instructions on how to schedule Bulky Waste Collections or request larger or additional Collection Containers to eliminate future Overages; and (iii) an explanation of the applicable Overage Collection charges that may apply in the future and how to dispute such charges. In the case of Commercial Service Units and MFD Service Units receiving Bin or Roll-Off Container Service, the Non-Collection Notice must also explain Contractor’s right to impose an increase in the frequency of Collection or in the size of the Collection Container to match the Service Recipient’s documented service needs, the service rates that would apply to such changes, and how to dispute such a mandatory change in service.

16.5 Mandated Service Changes. In the event Contractor documents that a Service Recipient has had more than one Overage in a Calendar Year, Contractor may impose such changes in the frequency of Collection or the size of the Collection Container as are reasonably needed to match the Service Recipient’s documented service needs, but only following ten (10) days’ notice to the Service Recipient by U.S. mail, e-mail, or personal delivery (which may be by Non-Collection Notice). The notice must include an explanation how the Service Recipient may dispute the mandated Service Change. The mandated service changes shall Packet Page 352 of 458Attachment 2 Page 34 of 126

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remain in effect for no longer than one (1) year unless Contractor sooner determines the changes are no longer needed to prevent Overages. Such determination will be in Contractor’s sole but reasonable discretion.

16.6 Disputes: A Service Recipient may dispute an Overage Collection charge or mandated service change by appealing to the City’s Agreement Administrator within ten (10) days of receiving notice from Contractor. The appeal shall be in writing on a City -approved form, made available by both the City and Contractor. A timely appeal shall stay any Overage Collection charge or mandated change in service until the City Administrator has ruled on the appeal. Contractor shall bear the burden of demonstrating the Overage Collection charge and/or change in service is warranted with written documentation and digital/visual evidence of ongoing overall problems. The Agreement Administrator may request a meeting (in person or phone) with both the Service Recipient and Contractor before reaching a decision on the appeal. The Agreement Administrator will make a decision on the appeal within ten (10) Business Days, which decision shall be fi nal. If the Agreement Administrator rules in favor of the Service Recipient, Contractor must credit any disputed charge or fees already paid to Contractor.

ARTICLE 17 CONTAMINATION

17.1 Non-Collection. Contractor shall not be required to Collect any Contaminated Container except as otherwise expressly provided in this Agreement.

17.2 Contaminated Recyclable Materials. Recyclable Materials shall be deemed Contaminated if commingled with ten percent (10%) or more by weight or volume with Garbage or Organic Waste, as determined by visual or digital inspection. Contractor may dispose of Contaminated Recyclable Materials as Solid Waste in a landfill or may elect to process the Contaminated Organic Waste despite such contamination.

17.3 Contaminated Organic Waste. Organic Waste shall be deemed Contaminated if commingled with three percent (3%) or more by weight or volume with Garbage or Recyclable Materials, as determined by visual or digital inspection. Contractor may dispose of Contaminated Organic Waste as Solid Waste in a landfill or may elect to process the Contaminated Organic Waste despite such contamination.

17.4 Contaminated Garbage. Garbage shall be deemed Contaminated if commingled with ten percent (10%) or more by weight or volume with Recyclable Materials or Organic Waste, as determined by visual or digital inspection.

17.5 Contamination Notice. Contractor’s personnel shall report all actual or potential Contamination to their supervisors. Whenever Contractor discovers a Contaminated Container, it shall document the Contamination with a still picture or video and provide the Service Recipient a Contamination Notice by: U.S. mail, e-mail, or personal delivery. The Contamination Notice must include: (i) the date and time of the incident; (ii) request larger or additional Collection Containers to eliminate future Contamination; (iii) an explanation of the applicable Contamination charges that apply and how to dispute such charges; and (iv) Contractor’s right to impose an increase in the Container side to match the Service Recipient’s documented service needs, the service rates that would apply to such changes, and how to dispute such a mandatory change in service.

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17.6 Contamination Charges. Contractor shall not impose any Contamination Charges during a grace period lasting through December 31, 2022. Contractor shall waive the Contamination Charge for each Service Recipient’s first violation after the grace period, but may thereafter impose a Collection Charge for each violation.

17.7 Mandated Service Changes. Contractor must offer Service Recipients the correct combination of Container sizes and Collection frequency beyond the minimum bundled service requirements as necessary to reduce Contamination while still meeting their unique service needs at the least cost to the Service Recipient. In the event Contractor documents a Service Recipient’s habitual Contamination, Contractor documents three (3) or more Contamination incidents in any twelve (12) month period, Contractor may impose such changes in the frequency of Collection or the size of Collection Containers as are reasonably needed to match the Service Recipient’s documented service needs, but only following ten (10) days’ notice to the Service Recipient by U.S. mail, e-mail, or personal delivery (which may be by Non-Collection Notice). The notice must include an explanation how the Service Recipient may dispute the mandated service change. The mandated service changes shall remain in effect for no longer than one (1) year unless Contractor sooner determines the changes are no longer needed due to the absence of any contamination for a period of three (3) consecutive months.

17.8 Disputes: A Service Recipient may dispute a Contamination charge or mandated service change by appealing to the City's Agreement Administrator within ten (10) days of receiving notice from Contractor. The appeal shall be in writing on a City-approved form, made available by both the City and Contractor. A timely appeal shall stay any Contamination charge or mandated change in service until the City Administrator has ruled on the appeal.

Contractor shall bear the burden of demonstrating the Contamination charge and/or change in service is warranted with written and visual documentation and/or evidence of the violation or ongoing problems. The Agreement Administrator may request a meeting (in person or phone) with both the Service Recipient and Contractor before reaching a decision on the appeal. The Agreement Administrator will make a decision on the appeal within ten (10) Business Days, which decision shall be final. If the Agreement Administrator rules in favor of the Service Recipient, Contractor must credit any disputed charge or fees already paid to Contractor.

ARTICLE 18 SERVICE INQUIRIES & COMPLAINTS

18.1 Contractor’s Customer Service. All inquiries and complaints from members of the public will be directed to Contractor. A representative of Contractor must be available to receive such inquiries and complaints during normal business hours and shall respond to all inquiries on the same Work Day. All service inquiries and complaints shall be handled by Contractor in a prompt and efficient manner. Customer Relationship Management cases must be addressed and resolved within three (3) Work Days. In the case of a dispute between Contractor and a Service Recipient, the matter will be reviewed, and a decision made by the Agreement Administrator.

18.2 Contractor’s Office. Contractor shall maintain within two miles of the City’s municipal limits, an office, call center, or both where it can receive calls and complaints. The office must have responsible persons in charge during Collection hours and must be open during such normal business hours, 8:00 a.m. to 5:00 p.m. Monday through Friday. Contractor shall provide an automated phone answering service on Saturdays.

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18.3 Emergency Contact. Contractor must provide the Agreement Administrator with an emergency phone number(s) where the Contractor can be reached outside of the required office hours.

18.4 Phone Numbers. Contractor shall publish and distribute to all Service Recipients telephone numbers for service inquiries and emergencies. Contractor’s telephone numbers must be accessible by a local (City) phone number or toll-free number. The service telephone number(s) must be listed in the area’s telephone directories under Contractor’s name in the White Pages and readily available through an online search and listed on the Contractor’s website.

18.5 Incoming Calls. Contractor must provide either a local or toll-free telephone number that connects to its local office or call center, and a telephone answering service or mechanical device to receive Service Recipient inquiries during those times when the office is closed.

Contractor shall answer all calls at the local office or call center within five (5) rings. Any call “on-hold” in excess of 1.5 minutes must have the option to remain “on -hold” or request a “call-back” from a Service Recipient service representative. Contractor’s Service Recipient service representatives must return Service Recipient calls. For all messages left before 3:00 p.m., all “call backs” must be attempted a minimum of one time prior t o 5:00 p.m. on the day of the call. For messages left after 3:00 p.m., all “call backs” must be attempted a minimum of one time prior to noon the next Work Day. Contractor must make minimum of three (3) attempts within one (1) Work Day following the receipt of the call. If Contractor is unable to reach the Service Recipient on the next Work Day, Contractor must send an email (if email address is known to Contractor) to the Service Recipient on the second Work Day after the call was received, indicating that the Contractor has attempted to return the call.

Contractor must keep a record of all calls including any inquiries, service requests and complaints into a Service Recipient service log.

18.6 Customer Service Log. Contractor shall maintain a Customer Service Log in a manner prescribed by City as a record of all inquiries and complaints and Contractor’s responses to each.

18.7 Multilingual/TDD Service. Contractor must at all times maintain the capability of responding to telephone calls in English and such other la nguages as City may direct.

Contractor must at all times maintain the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services.

18.8 Missed Collections. Contractor agrees that it is in the best interest of City and the general public that all Garbage, Recyclable Materials, and Organic Waste be Collected on the scheduled Collection day.

18.8.1 If Contractor fails to Collect from a Container that was properly and timely set out for Collection, it shall return to the Service Unit for Collection. When Contractor is notified of a missed collection before 12:00 noon on the scheduled Collection day, Contractor shall return to the applicable Service Unit before 6:00 p.m. of the same day. When Contractor is notified of a missed collection after 12:00 noon on the scheduled Collection day, Contractor shall return to the applicable Service Unit before 6:00 p.m. of the following Work Day.

18.8.2 In the event a Service Recipient requests missed Collection service more than two (2) times in any consecutive two (2) month period, the Agreement Administrator will work with Packet Page 355 of 458Attachment 2 Page 37 of 126

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Contractor to determine an appropriate resolution to the situation. In the event Contractor believes any complaint to be without merit, Contractor will notify the Agreement Administrator by e-mail. The Agreement Administrator will investigate all disputed complaints and render a decision.

18.9 Container Repair & Replacement. Contractor shall promptly respond to requests for Container repair or replacement and as otherwise required by this Agreement.

ARTICLE 19 DISPOSAL & DIVERSION REQUIREMENTS

19.1 Approved Solid Waste Facilities. Contractor shall not deliver any Solid Waste Collected in the City to anywhere other than at one of the City-approved Transfer Facilities or Disposal Facilities listed in EXHIBIT 12. Source Separated Recyclable Materials Collected by Contractor shall only be Disposed of at an approved Recyclable Materials Processing Facility. Source Separated Organic Waste Collected by Contractor shall only be Disposed of at an approved Organic Waste Processing Facility. Mixed Waste Collected by Contractor shall, if so directed by the City as provided herein, only be Disposed of at an approved Mixed Waste Processing Facility.

19.1.1 Garbage Service. Contractor shall deliver all Garbage Collected pursuant to this Agreement in accordance with Applicable Law and to the Disposal Facilities listed in EXHIBIT 12.

19.1.2 Recycling Service. Contractor shall deliver all Source Separated Recyclable Materials Collected pursuant to this Agreement in accordance with Applicable Law and to the Organic Waste Recycling Facility listed in EXHIBIT 12.

19.1.3 Organic Waste Service. Contractor shall Divert all Source Separated Organic Waste Collected pursuant to this Agreement in accordance with Applicable Law and to the Organic Waste Processing Facility listed in EXHIBIT 12. If the City approved Organic Waste Processing Facility accepts delivery of Organic Waste in bags (biodegradable or otherwise), then Contractor shall accept delivery of Organic Waste from Service Recipients in the same type of bags.

19.1.4 Mixed Waste Diversion. In the event the City determines that additional Diversion is needed to comply with regulatory requirements or such policy goals as the Fairfield City Council may establish, the City shall first meet and confer with Contractor on the issues.

After such meet and confer process, the City shall have the right to direct Contractor to deliver Garbage from any or all Service Unit types to a Mixed Waste Processing Facility listed in EXHIBIT 12, provided that such direction shall constitute a City-Directed Change in accordance with SECTION 33.3.

19.2 Flow Control Rights. Contractor agrees that the City retains the right to require Contractor to Dispose of any specific type of Solid Waste, or any portion thereof, to any properly permitted Transfer Facility or Disposal Facility; provided that if the City directs Contractor to Dispose of Solid Waste at any Transfer Facility or Disposal Facility not listed in EXHIBIT 12 and such redirection shall constitute a City-Directed Change under SECTION 33.3.

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19.3 Prohibited Commingling of Solid Waste. In order to meet the City’s Diversion goals and requirements, commingling of Solid Waste from different Solid Waste streams is prohibited as follows:

19.3.1 SFD Materials Collected Outside the City. Contractor shall not at any time commingle any Solid Waste Collected in the City from SFD Service Units or MFD Service Units receiving Cart service with any materials Collected outside the City of Fairfield without the express prior written authorization of the Agreement Administrator.

19.3.2 Commercial Materials Collected Outside the City. Contractor may commingle Solid Waste Collected in the City from Commercial Service Units or MFD Service Units receiving Bin service with materials Collected outside of the City only if Contractor tracks the tonnage of such material Collected inside the City using a City-approved allocation methodology, which Contractor shall not alter without the express prior written authorization of the Agreement Administrator.

19.3.3 Commingling Recyclable Materials Prohibited. Contractor shall not commingle any Source Separated Recyclable Materials Collected in the City with any other materials.

19.3.4 Commingling Organic Waste Prohibited. Contractor shall not commingle any Source Separated Organic Waste Collected in the City with any other materials.

19.4 Diversion Requirements. Contractor warrants that it is aware of and familiar with City's Solid Waste stream, and that it has the ability, and shall provide and employ sufficient programs and services, to ensure City will meet or exceed the City’s Diversion goals requirements (including, without limitation, amounts of Solid Waste to be Diverted, time frames for Diversion, and any other requirements) as set forth in this ARTICLE, Applicable Law, and CalRecycle Regulations, and that Contractor will do so without imposing any costs or fees other than those set forth on EXHIBIT 1, except as may otherwise be expressly allowed under this Agreement.

19.4.1 Minimum Diversion Requirements. Contractor shall meet the following minimum annual CalRecycle Diversion requirements taking into consideration all diversion achieved throughout the City by Contractor and all generators and other haulers.

Calendar Year CalRecycle Diversion Rate
2022 55%
2023 55%
2024 65%
2025 65%
2026 65%
2027 65%
After 2027 65%
For the purpose of determining whether Contractor and City are meeting the CalRecycle diversion requirements, City and Contractor agree the CalRecycle Diversion requirement rate will be calculated using the following formula: “Disposal Rate = City’s Pounds Per Person Per Day generated disposal divided by two times CalRecycle’s Target disposal rate for the City (Pounds Per Person Per Day). CalRecycle’s Diversion Rate = 1 – Disposal Rate.

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19.4.2 Annual Reporting. Contractor shall calculate the actual CalRecycle Diversion Rate on an annual basis and shall deliver a written report regarding the same to the City no later than February 14 of the year following the reporting period.

19.4.3 Failure to Meet CalRecycle Diversion Rate. If City fails to meet any CalRecycle Diversion requirement due to Contractor’s failure to implement any Diversion or public education program as required by this Agreement, it shall be subject to Administrative Charges as allowed under ARTICLE 29 and specified in EXHIBIT 10. Contractor must also submit a written corrective action plan to the City before March 15 of the year following the missed minimum CalRecycle Diversion Rate. Contractor’s corrective action plan must specify all actions Contractor will take to help the City to meeting all Diversion requirements under Applicable Law in the future, and shall be subject to the review and approval by the Agreement Administrator. If Contractor fails to submit an adequate corrective action plan or to fully implement a City-approved corrective action plan, it shall subject Contractor to Administrative Charges as allowed under ARTICLE 29 and specified in EXHIBIT 10 in addition to any other remedies available to the City.

19.4.4 Waivers. On or before January 1, 2023, and thereafter not more than once every two (2) years, Contractor may request the City waive or revise the annual CalRecycle Diversion Requirement. The Parties agree to meet and confer, and negotiate in good faith regarding such requests, taking into account matters such as waste characterization data, trends in source reduction, the availability of permitted facilities capable of processing material to achieve the required Diversion levels, the availability of commercially viable markets for Recyclable Materials or Organic Waste, transportation constraints, embargoes, the impact of scavenging, increasing producer responsibility requirements, restrictions on single-use plastics, public safety impacts, and the passage of any other legislation that significantly impacts the waste stream mix. City may not unreasonably withhold approval of Contractor’s request for a waiver or revision provided that Contractor’s request is accompanied by sufficient documentation and granting the request would not render the City non-compliant with and State Diversion mandates.

19.5 Mutual Cooperation. City and Contractor shall each reasonably cooperate in good faith with all efforts of the other Party to meet the City's Diversion requirements under Applicable Law and the Contractor’s obligations under this ARTICLE. City's obligation in this regard shall include, without limitation, making such petitions and applications as may be reasonably requested by Contractor for time extensions in meeting Diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to authorize such changes to Contractor’s Recycling, Organic Waste, or Solid Waste programs as may be reasonably requested by Contractor in order to achieve the minimum Diversion requirements of this ARTICLE.

19.6 Contractor’s Diversion Programs. Contractor shall implement the Diversion programs required under this Agreement to ensure that City and Contractor comply with all Diversion requirements under Applicable and the City meets or exceeds all minimum Diversion requirements under Applicable Law. Contractor shall furthermore, at its sole cost and expense, (1) assist the City to respond to inquiries from, or prepare for and attend any hearing before, CalRecycle or any other regulatory agency relating to the City’s compliance with Applicable Law; prepare for and participate in CalRecycle’ s review of the City's SRRE.; apply for any extension available under Applicable Law; develop and implement a public awareness and education program consistent with the City's SRRE and Household Hazardous Waste Element and any related requirements of Applicable Law; (2) Provide the Packet Page 358 of 458Attachment 2 Page 40 of 126

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City with Recycling, source reduction, and other technical assistance as may be needed to comply with Applicable Law; (3) advise the City of additional programs or measures Contractor can, if authorized by the City, implement to increase compliance with the Diversion requirements of Applicable Law; and (4) promptly pay any and all fees, penalties, or other costs imposed on the City by CalRecycle relating to its Diversion requirements, and indemnify and hold harmless the City from and against any fines, penalties, or other liabilities, levied against the City for violation of such Diversion requirements.

19.7 New Diversion Programs. If Contractor fails to meet any CalRecycle Diversion requirement notwithstanding Contractor’s implementation of all Diversion and public education programs as required by this Agreement, the City may direct Contractor to modify its Diversion and public education programs or implement new programs. Such modifications may constitute a City-Directed Change under SECTION 33.3. Contractor shall not implement new Diversion programs not described in this Agreement without the City’s prior consent.

ARTICLE 20 AUDITS & PERFORMANCE REVIEWS

20.1 Contractor Billing Review & Report. On an annual basis, Contract shall review its billings for Collection Services provided under this Agreement to determine whether the amount billed to each Service Recipient is correct given the level of service provided and the applicable rates. Contractor shall deliver to the City a written report on the results of its review. The report shall: (i) describe Contractor’s review methodology; (ii) disclose any billing errors discovered by Contractor and steps it has taken to correct such errors; and (iii) include a written certification that all such billings are correct (inclusive necessary corrections, if any). The documentation of the review, as well as verification that any errors have been corrected should be provided to the City annually no later than February 15 of each year.

20.2 City Audit & Performance Review City may audit Contractor’s billing and financial practices and review of Contractor’s performance (“audit and review”) as provided in this SECTION. The City’s audit and review shall be performed by either the City or a qualified firm under selected by the City within its sole reasonable discretion. The total cost of each audit and review shall not exceed One Hundred Twenty Thousand Dollars ($120,000), which amount shall be adjusted annually by the change in CPI starting July 1, 2023.

Contractor shall reimburse the City for one half of the cost of each audit and review.

20.2.1 Frequency. City may conduct two (2) full audit and reviews during the Initial Term of this Agreement, and one (1) full audit and review during any the five (5) year Term extension if granted by City.

20.2.2 Purpose. The purpose of the City’s audit and reviews shall be to verify that: (i) Service Recipient billing rates have been properly calculated and correspond to the level of service provided by Contractor, (ii) Contractor is correctly billing for all services provided; (iii) fees other amounts paid to the City under this Agreement have been properly calculated and paid; (iv) Contractor has complied with all reporting requirements and performance standards of this Agreement; (v) the Diversion percentages reported by Contractor; and other such matters as City may reasonably deem necessary under the Agreement.

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20.2.3 Method. City (or its designated consultant) may utilize a variety of methods in the conducting the City’s audit and review, including, but not limited to analysis of relevant documents, on-site and field observations, and interviews. City (or its designated consultant) will review and document the items in the Agreement that require Contractor to meet specific performance standards, submit information or reports, perform additional services, or document operating procedures, that can be objectively evaluated. Such information may be compiled in a “compliance checklist” with supporting documentation and findings tracked for each of the identified items. The City’s audit and review will specifically include a determination of Contractor’s compliance with this Agreement’s Diversion requirements and public outreach and education requirements. City’s (or its designated consultant’s) review may include Contractor’s protocol for addressing Service Recipient complaints and service interruption procedures. Complaint logs may be reviewed, along with procedures and systems for tracking and addressing complaints. On- site and field observations by City (or its designated consultant) may include, but are not necessarily limited to: interviews with Contractor’s administration and management personnel; review and observation of Contractor’s Service Recipient service functions and structure; review of public education and outreach materials; interviews and discussions with Contractor’s financial and accounting personnel; interviews with route dispatchers, field supervisors and managers; interviews with route drivers; interviews with vehicle maintenance staff and observation of maintenance practices; and review of on-route collection services, including observation of driver performance and collection productivity and visual inspection of residential routes before and after collection to evaluate cart placement and cleanliness of streets.

20.2.4 Contractor’s Cooperation. Contractor shall cooperate fully with the City’s audit and review, and shall within thirty (30) Work Days of the City’s request provide all requested data, including operational data, financial data of the type identified in this ARTICLE, and such other data reasonably requested by City; and make available all relevant Contractor employees and personnel.

20.2.5 Results. In the event the City’s audit and review finds that Contractor has not complied with all terms and conditions of this Agreement, Contractor shall reimburse the City for its full costs in conducting the audit and review to the extent it has not already done so, and City may assess Administrative Charges against Contractor in addition to any other remedies available under this Agreement. The City may also in such subsequently conduct an additional audit and review, which shall not count against the three it may otherwise perform by right under this Agreement, to determine whether Contractor has cured any area of non-compliance identified in the prior audit and review. Contractor shall reimburse the City for the cost of any such additional audit and review under the same terms and conditions applicable to other audit and reviews.

20.3 City Requested Program Reviews. City reserves the right to require Contractor to periodically conduct reviews of the SFD, MFD, and Commercial Garbage, Recyclable Materials, and Organic Waste Collection programs, provided that such reviews are reasonable and can be accomplished at no additional cost to Contractor and without interfering with Contractor’s operations. Such reviews could assess one or more of the following performance indicators: average volume of Recyclable Materials per setout per Service Recipient, average volume of Organic Waste per setout per Service Recipient, participation level, contamination levels, etc. Prior to the program evaluation review, City and Contractor will meet and discuss the purpose of the review and agree on the method, scope, and data to be provided by Contractor.

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20.4 Cooperation with Other Program Reviews. Contractor shall cooperate with the City and/or its agents as reasonably requested to collect program data, perform field work, conduct route audits to investigate Service Recipient participation levels and setout volumes and/or evaluate and monitor program results related to Garbage, Recyclable Materials and Organic Waste Collected in City by Contractor, provided that such cooperation can be accomplished at no additional cost to Contractor and without interfering with Contractor’s operations.

ARTICLE 21 SUSTAINABILITY & COMPLIANCE SERVICES

21.1 Regulatory Compliance & Support Services. Contractor shall provide the City with resources (e.g., staff, equipment, outreach services, and program reporting and monitoring) to assist the City in achieving compliance with Applicable Laws; provided that Contractor shall not be breach or default of this Agreement if the City is unable to achieve compliance due to circumstances beyond the reasonable control of Contractor unless Contractor fails to perform the specific duties assigned to Contractor under this Agreement and such failure is a cause of the City’s inability to achieve compliance. This SECTION shall be interpreted to be consistent with Public Resources Code Section 40059.1. Contractor has attached required workplans as EXHIBITS 6, 12, and 15 of this Agreement.

21.2 Sustainability/Compliance Representative. Contractor will hire staff, including at least two dedicated full-time Sustainability/Compliance Representatives, to at a minimum, conduct site visits to each commercial and MFD Waste Generator, provide contamination monitoring, prepare reports for CalRecycle and the City, make presentations to the general community, schools, HOAs, key business groups, environmental groups, Chamber of Commerce, and City Council, and provide outreach and education in support of meeting Franchise and CalRecycle Diversion requirements and to meet State mandates associated with AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, and all amendments and related subsequent legislation. The Sustainability/Compliance Representative shall be available as needed to meet with the City and conduct site visits to implement Recycling programs in the Service Area at least four days a week throughout the year.

21.3 Sustainability and Compliance Plan. Contractor, at its own expense, must prepare, submit and implement an annual (Calendar Year) Sustainability and Compliance Plan (“Plan”), which will guide Contractor’s staffs’ work efforts. This will include a work plan to meet diversion targets, increase diversion, and increase participation of Service Recipients in recycling and organics diversion programs, and should target certain Recyclable Materials or “problem” areas, including recycling and organic s sorting and contamination, within Contractor’s Service Area where improvements can be maximized. Planned outreach and education services and materials should be included as part of the Plan and updated annually. Targets of outreach should be based on local trends and recycling patterns based on information obtained by both the Agreement Administrator and Contractor staff. To the extent possible, Contractor will work to modernize its public outreach and education services throughout the term of this Agreement by providing outreach materials to Service Recipient electronically (e.g., via email and social media). Contractor must submit draft plan to the City by August 1, 2022 and each August 1st thereafter. Contractor’s initial Plan is outlined in EXHIBIT 6. City and Contractor will work together to revise Plan within thirty (30) days of receipt by City. Contractor must submit final Plan to City by November 1, 2022 and each November 1st thereafter for publication on City’s website. Contractor will be required to expend under this ARTICLE One-hundred Thousand ($100,000) for all current and Packet Page 361 of 458Attachment 2 Page 43 of 126

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proposed outreach and education activities per year (as adjusted annually by the CPI Adjustment), for matters described in this ARTICLE.

21.4 Public Outreach and Education Services. Contractor, at its own expense, must prepare, submit, and implement an annual (Calendar Year) Public Education and Outreach Program as part of its Sustainability and Compliance Plan. Contractor shall coordinate development and implementation of Contractor’s Public Outreach and Educational services with the City.

21.5 Website. Contractor will maintain a website that describes and promotes the use of the available Recyclable Materials and Organics services. Contractor will consult, collaborate, and coordinate its activities with the City regarding Recycling programs so that the City is fully informed and provided an opportunity for input to the Contractor’s Recycling programs.

21.6 Recyclist Software Program. City shall provide the Contractor with access rights, to be agreed on by the City and Contractor, to City’s Recyclist program software and information on Contractor’s diversion activities in the City.

21.7 Annual Recycling Awards. Contractor will recognize outstanding participation in Recycling and/or Organic Waste programs by identifying “recycling all -stars” for recognition at a City Council meeting during each November, beginning November 2022.

21.8 Outreach Activities. On an annual basis the Contractor will coordinate Recycling and Organics education and outreach programs for Residential and Commercial Service Recipients, in conformance with Applicable Laws including without limitation t o SB 1383, AB 1826, AB 939, and AB 341, in coordination with the City. This program will consist of the following:

21.8.1 Contractor will develop and utilize a program to educate on proper recycling that offers tools to assist with proper recycling for all ages. Educational information should include brochures, school resources such as recycling curriculums, kid’s activity flyers, posters, myth busters, and recycling art activities.

21.8.2 Contractor will attend public events and host booths to promote recycling educatio n and awareness. Contractor will work with City to identify which special events will be attended.

21.8.3 Contractor to distribute educational material to Service Recipients on an annual basis.

Examples include recycling tips, battery and electronics education, contamination issues, proper Collection Container placement, resource information, and HHW education. This material will be mailed or electronically transmitted to Service Recipients.

21.8.4 Service Recipients will have access to Contractor’s local website to find information specific to the City’s programs. Contractor will ensure that information provided on the website is maintained and up-to-date. This content will include proper container set out, educational materials, newsletters, and program descriptions. Service Recipients will also have the ability to use Contractor’s web-based service request system.

21.8.5 Contractor together with City will work with local media to ensure information is communicated to the community (new programs, events, recycling information, etc.) Packet Page 362 of 458Attachment 2 Page 44 of 126

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21.8.6 Contractor to use options such as; local paper, news, websites, Home Owners Associations (HOA), and civic groups to distribute information about City solid waste and recycling programs, events, and related education and outreach.

21.8.7 Contractor will assist the City in supporting Food Waste and Green Waste diversion surveys and programs.

21.8.8 Contractor will complete Garbage, Organic Waste, and Recycling audits for Commercial and MFD Service Recipients and provide recommendations to Service Recipients on how to improve overall recycling and reduce waste.

21.9 News Media Requests. Contractor will notify the Agreement Administrator by e-mail or phone of all requests for news media interviews related to the services covered under this Agreement within one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient’s perception of services, Contractor will discuss Contractor’s proposed response with the Agreement Administrator.

21.9.1 Copies of draft news releases or proposed trade journal articles that use the name of City or relate to the services provided hereunder must be submitted to the Agreement Administrator for prior review and approval at least five (5) working days in advance of release, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor must submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency.

21.9.2 Copies of articles resulting from media interviews or news releases that use the name of City or relate to the services provided hereunder must be provided to the City within five (5) days after publication.

21.10 Annual Collection Service Notice and Information. Each year during the term of this Agreement, Contractor must publish and distribute (by mail or electronically) a notice to all Service Units regarding the Collection Service programs. The notice must contain at a minimum; definitions of the materials to be Collected, procedures for setting out the materials, the days when Garbage Collection Services, Recycling Services, and Organic Waste Collection Services will be provided, Contractor’s local Service Recipient service phone number; and instructions on the proper filling of Containers, instructions as to what materials may or may not be placed in Recyclable Materials or Organic Waste Containers, and the amount of overage and contamination fees in the event of non-compliance. The notice must also advertise the availability of on-premises Collection Services, including the availability of no-charge on-premises Collection Services for specific qualified Service Recipients, Bulky Waste Collection Services, and any other services offered. The notice must be provided in English, and other languages as directed by the City and must be distributed by Contractor no later than February 1st of each year.

21.11 Acceptable Materials Labelling. Contractor must affix to each Recycling and Organics Collection Container a sticker or other label that clearly lists Acceptable materials to be placed in these containers in accordance with SB 1383 requirements and timelines.

Container stickers must be provided to Service Recipients upon request to include any updates in the list of Acceptable Materials (EXHIBIT 7).

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21.12 Mulch or Compost Delivery. Contractor shall assist the City in arranging for produced compost/mulch, or other recovered organic waste products to comply with SB 1383 procurement requirements to be delivered in qualities, quantities, locations and times agreed on between City and Contractor. Contractor’s obligation under this SECTION shall be limited to the provision to the City of up to one hundred (100) tons per Calendar Year of compost, mulch or other products, which will be distributed to City residents during two annual compost giveaway events including transportation and delivery of compost, mulch or other products. If any additional materials are requested by the City, Contractor will be compensated for these additional materials, including transportation and delivery, as a pass through cost added to Contractor’s annual rate adjustment. Such Contractor assistance can be in the form of backhauling materials, or setting aside locations for Service Recipients to pick up produced compost/mulch at an approved facility.

21.13 Edible Food Recovery Support. At no cost to the City, Contractor must provide support to the City’s Edible Food Recovery program as required under SB 1383. Contractor support will be limited to educating commercial edible food generators, providing records of site visits, conducting education efforts, providing lists of food recovery organizations, and coordinating with Agreement Administrator.

ARTICLE 22 EMERGENCY SERVICES

22.1 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, natural disaster, or other such event, the Agreement Administrator may grant the Contractor a variance from regular routes and schedules, which will not be withheld unreasonably. As soon as practicable after such event, Contractor must advise the Agreement Administrator when it is anticipated that normal routes and schedules can be resumed. The Agreement Administrator will make an effort through the local news media to inform the public when regular services may be resumed. The clean-up from some events may require that Contractor hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event. Contractor will receive additional compensation, above the normal compensation contained in this Agreement, to cover the costs of rental equipment, additional personnel, overtime hours and other documented expenses based on the rates set forth in EXHIBIT 1 provided Contractor has first secured written authorization and approval from City through the Agreement Administrator. City will be given equal priority and access to resources as with other franchise jurisdictions held by Contractor or its affiliates.

22.2 Disaster Recovery Support. In the event of a tornado, major storm, earthquake, fire, natural disaster, or other such event, Contractor agrees to provide disaster recovery support to a reasonable degree, upon request by Agreement Administrator. This may include additional hauling of debris, special handling such as “burrito wrapping,” temporary storage of debris where feasible, additional disposal, use of different transfer and disposal facilities, and documentation of debris type, weight, and diversion. Contractor should follow protocol laid out in any available City Fairfield / Solano County Disaster Debris Plan and any subsequent City or County Disaster Debris Plan(s), as applied to Solid Waste hauling and handling.

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ARTICLE 23 CONTRACTOR’S PERSONNEL; SUBCONTRACTORS

23.1 Personnel Requirements. Contractor shall assign only qualified personnel to perform all services required under this Agreement, and shall be responsible for ensuring its employees comply with this Agreement and all Applicable Laws related to their employment and position. Contractor's employees, officers, agents, and subcontractors shall not identify themselves or in any way represent themselves as being employees or officials of City. City may request the transfer of any employee of Contractor who materially violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the performance of their duties under this Agreement.

23.2 Agreement Manager. Contractor shall designate a qualified employee to serve as its Agreement Manager and must provide the name of that person in writing to City within thirty (30) days prior to the effective date of this Agreement and annually by January 1st of each subsequent Calendar Year of this Agreement and any other time the person in that position changes. The Agreement Manager must be availabl e to the City through the use of telecommunications equipment at all times that Contractor is providing Collection Services in the Service Area. The Contract Manager must provide City with an emergency phone number where the Contract Manager can be reached outside of normal business hours.

23.3 Service Supervisor. Contractor shall assign a qualified employee to serve as is Service Supervisor to be in charge of the Collection Service within the Service Area and must provide the name of that person in writing to the Agreement Administrator on or before the Effective Date, and thereafter annually before January 1st of each subsequent Calendar Year of the Term, and any other time Contractor changes the employee serving in that position changes. The Service Supervisor must be physically located in the Service Area and available to the Agreement Administrator through the use of telecommunication equipment at all times that Contractor is providing Collection Services. In the event the Service Supervisor is unavailable due to illness or vacation, Contractor must designate an substitute acceptable to the City who shall be available and shall have the authority to act in the same capacity as the Service Supervisor.

23.4 Key Operations Staff. Contractor shall provide a full-time Key Operations Staff consisting at a minimum of: one (1) Operations Manager; one (1) Route Supervisor; one (1) Lead Mechanical Supervisor; and one (1) Service Recipient Service Supervisor 100% dedicated to the City.

23.5 Sustainability/Compliance Staff. In accordance with SECTION 21.2, Contractor shall provide a minimum of two (2) full time Sustainability/Compliance Staff, whose primary duties are dedicated to the City.

23.6 Field Personnel. Contractor's field operations personnel shall be required to wear clean uniform shirts bearing Contractor's name. Contractor's employees, who normally come into direct contact with the public, including drivers, must bear some means of individual photographic identification such as a name tag or identification card. Each driver of a Collection vehicle must at all times carry a valid California driver's license and all other required licenses for the type of vehicle that is being operated.

23.7 Labor Certifications. Contractor certifies: (i) it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of Packet Page 365 of 458Attachment 2 Page 47 of 126

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that Code; (ii) in the performance of the Services, Contractor shall not, in any manner, employ any person or contract with any person so that any part of this Agreement is so performed by such person would be subject to the workers' compensation laws of the State of California unless and until Contractor gives City a certificate of consent to self -insure or a certificate of Workers' Compensation Insurance Coverage; and (iii) in the event Contractor hires any subcontractor who has employees to perform the any part thereof, then Contractor shall either require the subcontractor to obtain Workers' Compensation Insurance Coverage, or must obtain Workers' Compensation Insurance Coverage for the subcontractor's employees. Before commencing performance under this Agreement, Contractor shall provide to the City evidence of any Workers' Compensation Insurance Coverage required by or for this Agreement, and all such coverage shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor its employees, its agents, and its subcontractors.

23.8 Employment & Labor Practices. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Contractor's personnel and labor practices. All duties of Contractor under this paragraph shall survive termination of this Agreement.

23.9 Subcontractors. Unless otherwise specified in EXHIBIT 5, Contractor shall not subcontract any portion of this Agreement without the prior written approval of the City Manager.

Contractor is fully responsible to City for the performance of any and all subcontractors, if any, and shall require any subcontractors to maintain all applicable federal, state, and local licenses required for the work they are assigned to perform. Contractor shall require an y subcontractors performing work in the City to enter into a written contract that requires such subcontractors to agree they are independent contractors and have no other agency relationship with City.

ARTICLE 24 CONTRACTOR’S EQUIPMENT & VEHICLES

24.1 General Provisions. All equipment used by Contractor in the performance of services under this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality standards, including all applicable provisions of Yolo -Solano Air Quality Management District. The vehicles must be designed and operated so as to prevent Collected materials from escaping from the vehicles. Hoppers must be closed on top and on all sides with screening material to prevent Collected materials from leaking, blowing o r falling from the vehicles during non-collection related activities. All trucks and containers must be watertight and must be operated so that liquids do not spill during Collection or in transit.

24.2 Collection Vehicles. Contractor is not required to use new Collection vehicles at the start of this Agreement, but Contractor may not use any Collection vehicle that is more than ten (10) years old at any time during the Term of the Agreement, including any Term Extensions. Contractor and City shall meet and confer over the replacement of Collection vehicles when and if electric collection vehicles become available for “full day/full route” waste collection services. Contractor shall replace current collection vehicles in accordance with the schedule in EXHIBIT 11. Collection vehicles must utilize low carbon (“alternative”) fuel, which meet applicable state and federal laws, regulations, and requirements . During Packet Page 366 of 458Attachment 2 Page 48 of 126

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the Term, to the extent required by law, Contractor shall provide its Collection vehicles to be in full compliance with all Applicable Laws, including State and Federal clean air requirements that are adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws.

24.3 Bulky Waste Collection. Vehicles used for Collection of Bulky Waste shall not use compactor mechanisms or mechanical handling equipment that may damage reusable goods.

24.4 Collection Vehicle Technology. Contractor must use Collection vehicles fitted technology that allows for GPS and Service Recipient service tracking. C ontractor shall furnish to the City at no additional cost or expense any software and equipment necessary for City to track the location of Collection vehicles and to generate reports as needed. Collection vehicles must also be fitted with cameras to monitor Solid Waste as it is dumped into the collection vehicle.

24.5 Registration; Inspection. All vehicles used by Contractor in providing Collection Services under this Agreement, except those vehicles used solely on Contractor’s premises, are to be registered with the California Department of Motor Vehicles. In addition, each such vehicle must be inspected by the California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of a request from the Agreement Administrator, CONTRACTOR must provide CITY a copy of its vehicle maintenance log and any safety compliance report, including, but not limited to, any report issued under California Vehicle Code sections 34500 and following, as well as the biennial “BIT” inspections conducted by the California Highway Patrol.

24.6 Safety Markings. All Collection equipment used by Contractor must have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety marki ngs must be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time

24.7 Vehicle Signage and Painting. Collection vehicles must be painted and numbered without repetition and must have Contractor’s name, Contractor’s Service Recipient service telephone number, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and the rear of each vehicle. No advertising is permitted other than the name of Contractor, its logo and registered service marks, except promotional advertisement of the Recyclable Materials and Organic Waste programs, which is encouraged. City to approve any promotional material of the Recyclable Materials and Organic Waste Programs affixed to or painted on Contractor’s Collection vehicles and may require such promotion to be utilized from time to time in order to encourage correct recycling, reduce contamination, and provide relevant education.

24.8 Vehicle Certification. For each Collection vehicle used in the performance of services under this Agreement, Contractor must obtain a certificate of compliance (smog check) issued pursuant to Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, as applicable to the vehicle.

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Contractor must maintain copies of such certificates and reports and must make such certificates and reports available for inspection upon request by the Agreement Administrator. No later than July 1, 2022, Contractor must submit to the Agreement Administrator verification that each of the Contractor’s Collection vehicles has passed the California Heavy Duty Vehicle Inspection. Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to be tested annually in the California Heavy Duty Inspection Program and must, upon request, submit written verification to City within ten (10) Work Days of the completion of such test. Contractor may not use any vehicle that does not pass such inspection.

24.9 Equipment Maintenance. Contractor must maintain Collection equipment in a clean condition and in good repair at all times. All parts and systems of the Collection equipment must operate properly and be maintained in a condition satisfactory to City. Contractor must wash all Collection vehicles at least once a week.

24.10 Maintenance Log. Contractor must maintain a maintenance log for all Collection vehicles.

The log must at all times be accessible to City by physical inspection upon request of Agreement Administrator, and must show, at a minimum, each vehicle Contractor assigned identification number, date purchased or initial lease, dates of performance of routine maintenance, dates of performance of any additional maintenance, and description of additional maintenance performed.

24.11 Equipment Inventory. On or before May 15, 2022 Contractor shall provide to City an inventory of Collection vehicles and major equipment used by Contractor for Collection or transportation and performance of services under this Agreement. The inventory must indicate each Collection vehicle by Contractor assigned identification number, DMV license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the decibel rating and the maintenance and rebuild status. Contractor must submit to the Agreement Administrator, either by fax or e-mail, an updated inventory annually to the City or more often at the request of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle as determined by weighing at a certified scale used by Contractor. Each vehicle inventory must be accompanied by a certification signed by Contractor that all Collection vehicles meet the requirements of this Agreement.

24.12 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment must correspond in size and capacity to the equipment used by the Contractor to perform the contractual duties.

24.13 City Inspections. The City has the right to inspect Contractor’s facilities or Collection vehicles and their contents used to provide services pursuant to this Agreement at any reasonable time while operating inside or outside the City.

24.14 Bin Signage, Painting, and Cleaning. All metal bins of any service type furnished by Contractor must be either painted or galvanized. All metal or plastic bins must display Contractor’s name, Contractor’s Service Recipient service telephone number, and the number of the bin and must be kept in a clean and sanitary condition. Bins should be painted as needed to maintain an orderly appearance, but not less frequently than once every three years. Bins may be subject to periodic, unscheduled inspections by City and determination as to sanitary condition will be made by City.

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24.15 Collection Containers. Beginning on the Effective Date and in accordance with the implementation schedule in EXHIBIT 4, Contractor must provide collection Carts, Bins, Roll- Off Containers, and Compactors that are in full compliance with the color and labeling requirements of SB 1383.

ARTICLE 25 CONTRACTOR’S RECORDS

25.1 Duty to Keep. Contractor shall keep and preserve, during the Term of this Agreement, full, complete, and accurate financial and accounting records, pertaining to cash, billing and disposal transactions for the franchise area, prepared on an accrual basis in accordance with generally accepted accounting principles. These records and reports are necessary for the City to properly administer and monitor the Agreement and to assist the City in meeting the requirements of the Act. The Contractor shall keep and preserve, during the Term of this Agreement, and for a period of not less than four (4) years following expiration or other termination hereof or for any longer period required by law, full, complete and accurate records as indicated in the Agreement.

25.2 City’s Right to Inspect. Any records or documents required to be maintained pursuant to this Agreement must be made available for inspection or audit for the purposes set forth in SECTION 20.2.2, at any time during regular business hours, upon written request by the Agreement Administrator, the City Attorney, City Manager, or a designated representative of any of these officers. Copies of such documents will be provided to City electronically, available to City for inspection at the local Contractor office, or an alternate site if mutually agreed upon.

25.3 Public Records. Contractor acknowledges that City is legally obligated to comply with the California Public Records Act (“CPRA”). City acknowledges that Contractor may consider certain records, reports, or information contained therein, (“Records”) which Contractor is required to provide to City under this Agreement, to be of a proprietary or confidential nature.

In such instances, Contractor will inform City in writing of which records are considered propriety or confidential and shall identify the statutory exceptions to disclosure provided under the CPRA that legally permit non-disclosure of the Records. At such time as City receives a request for records under the CPRA or Federal Freedom of Information Act (“FOIA”) or a subpoena or other court order requesting disclosure of the Records, City will notify Contractor of the request, subpoena or order and of City’s obligation and intent to provide a response within ten (10) calendar days. Contractor shall within five (5) calendar days either: (i) consent in writing to the disclosure of the Records; or (ii) seek and obtain, at Contractor’s sole cost and expense, the order of a court of competent jurisdiction staying or enjoining the disclosure of the Records. If Contractor fails to timely respond, then City may proceed to disclosure of the Records in which event Contractor agrees waives and releases City of any liability for the disclosure of the Records.

25.4 Custody Transfer. Where City has reason to believe that such records or documents may be lost or discarded in the event of the dissolution, disbandment or termination of Contractor’s business, City may, by written request or demand of any of the above named officers, require that custody of the records be given to City and that the records and documents be maintained in City Hall. Access to such records and documents will be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-interest.

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ARTICLE 26 RECORD KEEPING & REPORTING REQUIREMENTS

26.1 Regulations and Record Keeping. Contractor shall keep and maintain all records and reports required under Applicable Law and this Agreement at Contractor’s office; including but not limited to all Solid Waste manifests, inventories, and characterization records, inspection records, incident reports, and training records.

26.2 Accounting Records. Contractor must maintain full, complete, and separate financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection Services, prepared on an accrual basis in accordance with generally accepted accounting principles. Such records will be subject to audit, copy, and inspection as required under this Agreement. Gross receipts derived from provision of the Collection Services, whether such services are performed by Contractor or by a subcontractor or subcontractors, will be recorded as revenues in the accounts of Contractor. Contractor shall keep and preserve, during the Term of this Agreement, and for a period of not less than four (4) years following expiration or other termination hereof, full, complete, and accurate records, including all cash, billing, and disposal records, as indicated in the Agreement.

26.3 Auditing. City reserves the right to request audited, reviewed, or compiled financial statements, or as may be provided by Contractor or its parent company. In the event that Contractor does not maintain separate financial or accounting records prepared specifically for services provided under this Agreement, Contractor may use industry standard allocation methods to provide financial information as applicable to the servic e provided under this Agreement

26.4 Agreement Materials Records. Contractor must maintain records of the quantities of (i) Solid Waste Collected and disposed under the terms of this Agreement, (ii) Recyclable Materials Collected and residue as reported by the Facility(ies) listed in EXHIBIT 12 disposed under the terms of this Agreement, and (iii) Organic Waste Collected and residue disposed as reported by the Facility(ies) listed in EXHIBIT 12 under the terms of this Agreement.

26.5 Other Records. Contractor must maintain all other records reasonably related to provision of Collection Services, whether or not specified in this Agreement.

26.6 Report Format. All reports Contractor is required to submit under this Agreement must be submitted in a format approved by the City, including electronic data submission in format specified by the City.

26.7 Quarterly Reporting. Quarterly reports must be submitted no later than 5:00 p.m. on the forty-fifth (45th) day following the end of Quarter in which the receipts are collected and must be provided electronically using software acceptable to the City. If the last day of the month falls on a day that City is closed or a holiday, then the report will be due on the ne xt Business Day. Late submission of a complete Quarterly Report shall be subject to administrative charges as specified in EXHIBIT 10. Each Quarter, Contractor shall submit to City a Quarterly Report that, at a minimum, includes:

26.7.1 Fees Paid to the City. Contractor must report an accounting of Contractor’s Gross Revenues received during the preceding Quarter, and the calculated Fees paid by the Contractor to the City as required in SECTION 4.3.

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26.7.2 Franchised Tonnage and Service Data. Contractor must report the number of unique accounts serviced by Service Unit type, tonnage of Garbage, Recyclable Materials and Organic Waste Collected and processed for diversion broken down by Container type, Service Unit Type, Residual amounts from Recycling and Organic Waste diversion operations that are landfilled. Quantities should be broken down by SFD, MFD, Commercial, and City Service Collection Services. Allocation of tonnage by service volume is acceptable, provided Contractor provides allocation method to the City.

26.7.3 Non-Collection. Contractor must report each Service Unit receiving a Non-Collection Notice in the previous Quarter along with a description for each Non-Collection Notice.

26.7.4 Collection Overage Charges. Contractor must report each Service Unit incurring a charge for a Solid Waste Overage in the previous quarter.

26.7.5 Contamination Reporting. To the extent required by Applicable Law, the Quarterly Report must include a summary of all instances of contamination under ARTICLE 17. This summary must include the total number of accounts where contamination occurred, the total number of Contamination Violation Notices issued by Contractor to Service Recipients, a list of accounts where such notices occurred, and the total number of instances where Collection Container size or Collection frequency was increased specifically due to contamination. Within twenty (20) Work Days of request by City, Contractor will provide copies of the Contamination Violation Notices and the digital documentation of contamination.

26.7.6 Service Recipient Complaint Log. The quarterly report must include the Service Recipient call log collected from the previous quarter as required in SECTION 18.6.

26.8 Annual Reporting. An annual report must be submitted no later than 5 p.m. PT on February 15, 2023, and each February 15th thereafter for the previous Calendar Year. If February 15th falls on a day that City is closed, then the report will be due on the next business day.

Annual reports must be submitted in hard copy and must also be provided electronically in software acceptable to the City. Failure to submit complete annual by the due date will result in penalties as specified in EXHIBIT 10. Annual reports to City must include:

26.8.1 Financial Report. Contractor must prepare an annual Financial Report for submittal to the City. At a minimum, the Financial Report must include the number of SFD Service Units, Commercial and MFD Service Units provided with Collection Services by Service Type, container size, frequency of service and current billing rate including any additional services, the Contractor’s gross billing and amount collected for each type of Service Unit, and the amount received for the sale of Recyclable Materials.

26.8.2 Financial Statements. Within forty-five (45) days upon request by the City, Contractor must submit annual financial statements for the local operation. Statements need not be reviewed or audited statements.

26.8.3 Annual Sustainability and Compliance Report. Contractor must complete and submit data sections within their Sustainability and Compliance Plan to document education and outreach conducted, public event participation, school visits, compliance notices mailed, site visits, waste audits completed, information distributed, and media used, and community events hosted. This must include public education activities undertaken during the year, including distribution of bill inserts, collection notification tags, community Packet Page 371 of 458Attachment 2 Page 53 of 126

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information and events, tours and other activities related to the provision of Collection Services, and must discuss the impact of these activities on Recycl ing program participation and include amounts Collected from SFD and Commercial Service Units. The report should include a complete list of all non-exempt commercial accounts, which includes each non-exempt account’s status as a “covered generator” under AB 341, AB 1826, and SB 1383, the date and status of Contractor’s outreach efforts at each non - exempt account, and the current level of Recycling and Organics program participation at each non-exempt account.

26.8.4 Summary of Programs. An analysis of any Recycling and Organic Waste Collection, processing and marketing issues or conditions (such as participation, setouts, contamination, etc.) and possible solutions, discussed separately for SFD and Commercial programs.

26.8.5 Garbage Collection Data. The number of SFD and Commercial Service Units and the number of Collection Containers distributed by size and Service Unit type.

26.8.6 Waste Characterization Data. A breakdown of Residential and Commercial waste (Garbage, Recycling, and Organics) by material type as per CalRecycle material classifications.

26.8.7 Recycling Data. Gross tons Collected daily on average by material type for SFD and Commercial Recycling service, with map of routes. The average participation rates by quarter relative to the total number of Service Units by Service Unit type. Indicate, by material type (and grade where appropriate), and annual totals of Recyclable Materials processed including facility name and location. Indicate any quantities, by material type, donated or otherwise disbursed without compensation. Indicate number of Recycling Collection Containers distributed by size and Service Unit type. Also provide annual totals and location for residue disposed.

26.8.8 Organic Waste Data. Include average daily gross tons Collected, with map of routes.

Include the total number of generators that receive each type of Organic Waste Collection Service provided by the Contractor. Indicate average daily number of set-outs by route.

Indicate average participation rates relative to the total number of Service Units in terms of weekly set-out counts. Indicate number of Organic Waste Collection Containers distributed by size and Service Unit type. Indicate, annual totals of Organic Materials processed including facility name and location. Include the number of route reviews conducted for prohibited contaminants and the number of Non-Collection Notices issued to Service Recipients.

26.8.9 Service Recipient Service Log. A copy of the Service Recipient service log, including a summary of the type and number of complaints and their resol ution. Copies of a written record of all calls related to missed pickups and responses to such calls.

26.8.10 Summary Narrative. A summary narrative of problems encountered with Collection and processing activities and actions taken. Indicate type and number of Non-Collection Notices left at Service Recipient locations. Indicate instances of property damage or injury, significant changes in operation, market factors, publicity conducted, needs for publicity.

Include description of processed material loads rejected for sale, reason for rejection and disposition of load after rejection.

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26.8.11 Collection Container and Vehicle Inventory. An updated complete inventory of Collection Containers by type and size, and an updated complete inventory of collection vehicles including for each vehicle: truck number, route number, date purchased, vehicle type, tare weight, license plate number, fuel type and vehicle make and model.

26.8.12 Diversion Rate. Contractor must provide documentation acceptable to City in its reasonable judgment stating and supporting the Calendar Year’s Franchise Diversion Rate, as calculated in accordance with the provisions of ARTICLE 19. Any tonnages diverted and disposed from large venues and events during the reporting period will be counted towards the calculated diversion rate.

26.8.13 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor must report the total number of Commercial Service Units serviced and the number of containers, container sizes and frequency of collection for Garbage, Recyclable Materials, and Organic Waste for each non-exempt Commercial Service Unit. Contractor must also provide the following information separately for both AB 341, AB 1826 and SB 1383: (i) the total number of non- exempt Commercial Service Units that fall under the AB 341 AB 1826, and SB 1383 thresholds, and the total number of those non-exempt Commercial Service Units that are not subscribed to Commercial Recycling Collection Service or Commerc ial Organics Collection Service; and (ii) a summary of the type of follow-up outreach that was provided to those non-exempt Commercial Service Units that are not subscribed to Commercial Recycling Collection Service or Commercial Organics Collection Service.

26.8.14 Diversion Calculation and Data. By 5:00 p.m. on April 15, 2022 and annually thereafter during the term of this Agreement, Contractor must deliver to City, in the format specified by City, the Calendar Year’s CalRecycle Diversion Rate, as calculated in accordance with the provisions of this Agreement Any tonnages diverted and disposed from large venues and events during the reporting period will be counted towards the calculated diversion rate.

26.8.15 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing annual reports to CalRecycle (the “Electronic Annual Report” or EAR), including but not limited to supplying required data for preparation of the reports, and completing all required data input in the Waste Reporting System. In the event that CalRecycle requires City to report an Implementation Schedule to comply with Applicable Law, Contractor shall assist the City in preparing a report, including Contractor’s policies and procedures related to compliance with Applicable Law and how Recyclable Materials and Organic Waste are Collected, a description of the geographic area, routes, list of addresses served and a method for tracking Contamination, copies of route audits, copies of notice of Contamination, copies of notices, violations, education and enforcement actions issued, and copies of educational materials, flyers, brochures, newsletters, website, and social media.

26.8.16 Waste Characterization Audit. Contractor must conduct waste audits of Commercial Service Recipients’ waste once annually, including Recycling, Garbage, and Organic Waste, and provide characterization data to the City as part of its Annual Report. Material types and guidance should follow CalRecycle requirements and/or recommendations.

26.8.17 Annual Sustainability and Compliance Plan. Contractor must submit annually, by September 15 of each year, its plan for providing outreach and education to residents, schools and businesses; the material that will be developed and distributed, including its Packet Page 373 of 458Attachment 2 Page 55 of 126

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format and distribution method; how the Contractor will maintain compliance with the Recycling and Diversion requirements, including when and to whom letters will be sent, how compliance will be documented and reported; and the Contractor’s plan for waste audits and site visits as described in EXHIBIT 6. Contractor’s plan must be approved by City on or before November 1.

26.8.18 Additional Reporting. Contractor must furnish City with any additional reports as may reasonably be required, such reports to be prepared within a reasonable time following the reporting period.

ARTICLE 27 CONFLICTS OF INTERESTS

27.1 Contractor’s Interests. Contractor shall avoid the appearance of having any interest that would conflict in any manner with its performance of its obligations under this Agreement.

Contractor shall not offer, encourage, accept, or convey any financial interest its business to or from any City employee or official that is or may likely make Contractor “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

27.2 Interests in Contractor. Contractor warrants and maintains it has no knowledge of any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in this ARTICLE.

27.3 Lobbying. Contractor warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement, and that Contractor has not paid nor agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

27.4 Gifts. Contractor represents that Contractor all laws and regulations applicable to the acceptance of any gift by a City officer or designated employee. Contractor shall not offer any City officer or designated employee any gifts prohibited by any applicable law or regulation.

ARTICLE 28 ASSIGNMENT

28.1 City Approval Required. No assignment of this Agreement or any right occurring under this Agreement may be made in whole or in part by Contractor without the express prior written consent of the City. City will have full discretion to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. Any assignment of this Agreement made by Contractor without the express written consent of the City will be null Packet Page 374 of 458Attachment 2 Page 56 of 126

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and void and will be grounds for City to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to Contractor, and upon the date of such notice Contract will be deemed immediately terminated, and upon such termination all liability of City under this Contract to Contractor will cease, and City will have the right to call the performance bond and will be free to negotiate with other contractors, for the services that are the subject of this Agreement. In the event of any assignment approved by City, the assignee must fully assume all the liabilities of Contractor by way of an assignment and assumption agreement. Notwithstanding the above, an assignment to an affiliate of Contractor may be undertaken upon notice to City, but without the requirement for its approval. For purposes of this provision, “affiliate” means any person or legal entity that, directly or indirectly, controls, is controlled by, or is under common control with Contractor.

28.2 Permissible Subcontracting. The use of a subcontractor to perform services under this Contract will not constitute delegation of Contractor’s duties provided that Contractor has received prior written authorization from the Agreement Administrator to subcontract such services and the Agreement Administrator has approved a subcontractor who will perform such services. Contractor will be responsible for directing the work of Contractor’s subcontractors and any compensation due or payable to Contractor’s subcontractor will be the sole responsibility of Contractor. The Agreement Administrator will have the right to require the removal of any approved subcontractor for reasonable cause. The subcontractors listed in EXHIBIT 5, if any, are hereby approved by the City.

ARTICLE 29 DEFAULT, REMEDIES & TERMINATION

29.1 Cumulative Remedies. All remedies included in this ARTICLE are cumulative with any other rights and remedies provided by law or equity

29.2 Administrative Charges. City finds, and Contractor agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a result of a breach by Contractor of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) the services provided under this Agreement might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.

29.2.1 Liquidated Damages for Failure to Meet Service Standards. The Parties further acknowledge that consistent, reliable Solid Waste Collection service is of utmost importance to City and that City has considered and relied on Contractor’s representations as to its quality of service commitment in awarding the Franchise to it. The parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The parties further recognize Packet Page 375 of 458Attachment 2 Page 57 of 126

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representation or disclosure proves to be false or misleading in any material respect, whether or not any such representation or disclosure appears as part of this Agreement.

29.3.2 Contractor’s insolvency, inability, or unwillingness to pay its debts, filing for bankruptcy petition, or actual or attempted liquidation of Contractor’s assets, or the court ordered or decreed seizure of, attachment of, or levy on, the operating equipment of Contractor, including without limitation, its equipment, maintenance or office facilities, or any part thereof.

29.3.3 Failure to maintain in full force and effect all insurance coverages required by this Agreement.

29.3.4 Violation of any order or decree of any regulatory body having jurisdiction over Contractor or City relative to the performance of this Agreement, which violation materially interferes with Contractor’s performance of this Agreement; provided further that Contractor may contest any such order or decree by appropriate proceedings conducted in good faith, in which case no breach this Agreement shall be deemed to have occurred until an adverse final decision is entered against Contractor.

29.3.5 Failure to provide Collection Services as required under this Agreement over all or a substantial portion of the Service Area for a period of three (3) or more consecutive Work Days. On the fourth (4th) Work Day, City may secure Contractor’s records in order to provide interim Collection services until such time as the matter is resolved and Contractor is again able to perform pursuant to this Agreement. However, if Contractor is unable for any reason or cause to resume performance at the end of the thirty (30) calendar days all liability of City under this Agreement to Contractor will cease and this Agreement may be terminated by City.

29.3.6 Failure to make any payments to City required under this Agreement by the applicable due date, if such failure is not timely cured.

29.3.7 Failure or refusal to provide the City, within ten (10) Work Days of a written demand, with any required information, reports, and/or records in a timely manner as provided for in this Agreement.

29.4 Notice of Default and Demand to Cure. City may terminate this Agreement upon Contractor’s default as set forth in this ARTICLE, provided the City first provides Contractor a written notice of default and demand to cure, and Contractor has failed to cure such default within thirty (30) days of notice from the City. The City Manager may, in his or her sole discretion, extend the time allowed for Contractor to cure such material breach if the City Manager finds in his or her reason-able discretion that Contractor is diligently proceeding with all steps necessary for such cure.

29.5 Immediate Termination. Notwithstanding any other provision of this Agreement, and addition to any other means or grounds for termination under this ARTICLE, the City may immediately terminate this Agreement upon notice to Contractor, in which case Contractor must cease any further performance under this Agreement and all contractual fees due hereunder plus any and all charges and interest shall be payable t o the termination date, and Contractor shall have no further rights or obligations hereunder, under any of the following circumstances:

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29.5.1 Contractor fails to cure within ten (10) days of the City’s notice and demand any of the following: (i) failure to provide and maintain the performance bond as required by this Agreement, (ii) failure to obtain or maintain any insurance policies endorsements as required by this Agreement, (iii) failure to provide any proof of insurance as required by this Agreement, or (iv) offering or giving any gift to a City official or employee in violation of federal, state, or local law.

29.6 Alternative Service. Notwithstanding any other provision of this Agreement, in the event Contractor, for any reason, except the occurrence or existence of any of the events or conditions set forth in SECTION 35.6 [Material Uncontrollable Circumstances], refuse or be unable for a period of more than forty-eight (48) hours, to Collect a material portion or all of the Solid Waste that this Agreement requires Contractor to Collect, and as a result, Solid Waste should accumulate in City to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable exercise of the City Manager's discretion, should find that such accumulation endangers or menaces the public health, safety or welfare, then City shall have the right to contract with another Solid Waste enterprise to Collect any or all Solid Waste in the City. City must provide twenty-four (24) hours prior written notice to Contractor during the period of such event, before contracting with another Solid Waste enterprise to Collect any or all Solid Waste which Contractor would otherwise Collect pursuant to this Agreement for the duration of period during which Contractor refuses or is unable to provide such services. In such event, Contractor must undertake commercially reasonable efforts to identify sources from which such substitute Solid Waste services are immediately available and must reimburse City for any and all expenses incurs in obtaining such substitute services during period in which Contractor is unable to provide Collection services required by this Agreement.

ARTICLE 30 PERFORMANCE BOND

30.1 Performance Bond Required. Within ten (10) Business Days from the date the City Council approves this Agreement, Contractor must furnish to City, and keep current throughout the Term and any extension thereof, a performance bond, for the faithful performance of this Agreement and all obligations arising hereunder in the amount of Two Million Five Hundred Dollars ($2,500,000). In the event City draws on the bond, Contractor must pay for all of City’s reasonable attorney’s fees and costs arising from or related to City’s collection and enforcement of the bond.

30.2 Rating. Contractor’s performance bond must be executed by a surety company licensed to do business in the State of California; having an “A -“or better rating by A. M. Best or Standard and Poor; and included on the list of surety companies approved by the Treasurer of the United States.

ARTICLE 31 INSURANCE

31.1 Insurance Policies. Contractor must secure and maintain throughout the term of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Contractor’s performance of work or services under this Contract. Contractor’s performance of work or services includes performance by Contractor’s employees, agents, representatives and subcontractors.

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31.2 Minimum Scope of Insurance. Insurance coverage must be at least as broad as the following:

31.2.1 Insurance Services Office Form No. CG 0001 0413 covering Comprehensive General Liability and Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001), including X, C, U where applicable.

31.2.2 Insurance Services Office Form No. CA 0001 1013 covering Automobile Liability, code 1 “any auto”, or code 2 “owned autos” and endorsement CA 0025. Coverage must also include code 8, “hired autos” and code 9 “non-owned autos”.

31.2.3 Workers’ Compensation Insurance as required by the California Labor Code and Employers Liability Insurance.

31.2.4 Environmental Pollution Liability Insurance.

31.3 Minimum Limits of Insurance. Contractor must maintain insurance limits no less than the following applicable limits:

31.3.1 Comprehensive General Liability: $5,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement or the general aggregate limit must be $5,000,000.

31.3.2 Automobile Liability: $5,000,000 combined single limit per accident for bodily injury and property damage.

31.3.3 Workers’ Compensation and Employers Liability: Workers’ Compensation limits as required by the California Labor Code and Employers Liability limits of $3,000,000 per accident.

31.3.4 Environmental Pollution Liability: $10,000,000 per occurrence and $10,000,000 aggregate. Coverage shall include bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release, or escape of pollutants resulting from Contractor’s operations.

31.3.5 If Contractor maintains higher limits than the minimum shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

31.4 Blanket-Form Endorsements. The policies are to contain, or be endorsed to contain, the following provisions:

31.4.1 General Liability, Automobile and Environmental Liability Coverage.

31.4.1.1 City, its officers, employees, agents and contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by, or on behalf of, Contractor; products and completed operations of Contractor; premises owned, leased or used by Contractor; and automobiles owned, leased, hired or borrowed by Contractor.

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The coverage must contain no special limitations on the scope of protection afforded to City, its officers, employees, agents and contractors.

31.4.1.2 Contractor’s insurance coverage must be primary insurance as respects City, its officers, employees, agents, and contractors. Any insurance, or self-insurance maintained by City, its officers, employees, agents, or contractors will be in excess of Contractor’s insurance and will not contribute with it.

31.4.1.3 Any failure to comply with reporting provisions of the policies will not affect coverage provided to City, its officers, employees, agents, or contractors.

31.4.1.4 Coverage must state that Contractor’s insurance will apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

31.4.2 All Coverage. Each insurance policy required by this Agreement must be endorsed, via blanket-form endorsement to State that coverage may not be canceled except after thirty (30) calendar days (ten (10) days in the event of cancellation for non-payment) prior written notice has been given to City (excluding workers’ compensation). Moreover, Contractor will not order the cancellation of any required insurance policy or material change in insurance policy limits without thirty (30) days prior written notice to City by Contractor.

31.5 Acceptability of Insurers. Insurance is to be placed with insurers having an A.M. best rating of A-/VII or better.

31.6 Verification of Coverage. Contractor must furnish City with certificates of insurance and with original blanket-form endorsements affecting coverage required by this Agreement.

The certificates and blanket-form endorsement for each insurance policy are to be signed by a person authorized by that insurer to evidence coverage on its behalf ; on forms equivalent to CG 20 10 0704 and CG 2037 0704, subject to CITY approval; and submitted electronically through the Exigis insurance system. Contractor must furnish City with a new certificate of insurance and blanket-form endorsements on each renewal of coverage or change of insurers. All insurance certificates and endorsements are to be received and approved by the City before work commences. Proof of insurance must be mailed to the following address or any subsequent address as may be directed by the City:

City of Fairfield Public Works Department
Attn: City Representative
1000 Webster Street
Fairfield, CA 94533
Exigis insurance system: [email protected]

31.7 Subcontractors. Contractor must include all subcontractors performing services in the City as insureds under its policies or subcontractors must obtain separate certificates and endorsements.

31.8 Modification of Insurance Requirements. The insurance requirements provided in this Agreement may be modified or waived by the City’s designated Risk Manager, in writing, upon the request of Contractor if City’s Risk Manager determines such modification or waiver is in the best interest of the City considering all relevant factors, including City’s liability exposure.

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31.9 Rights of Subrogation. All required insurance policies must preclude any underwriter’s rights of recovery or subrogation against City with respect to matters related to Contractor’s performance of its obligations under this Agreement, with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above -described insurance. Contractor must ensure that any companies issuing insurance to cover the requirements contained in this Agreement agree that they will have no recourse against City for payment or assessments in any form on any policy of insurance. The clauses ‘Other Insurance Provisions’ and ‘Insured Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in which City is named as an additional insured will not apply to City.

ARTICLE 32 HOLD HARMLESS AND INDEMNIFICATION

32.1 Hold Harmless for Contractor’s Damages. Contractor shall hold City, its elected officials, officers, agents, employees, independent contractors serving in the role of city officials, and volunteers (collectively “City Indemnitees”), harmless from all of Contractor’s claims, demands, lawsuits, judgments, damages, losses, injuries, or liabilities to Contractor, to Contractor’s employees, to Contractor’s contractors or subcontractors, or to the owners of Contractor’s firm, which damages, losses, injuries or liabilities occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement, except for such claims to the extent arising from the City’s active negligence or those claims of Contractor for compensation and other requirements of performance by City, based on the provisions of this Agreement.

32.2 Defense and Indemnity of Third-Party Claims/Liability. Contractor shall indemnify, defend with legal counsel reasonably approved by City, and hold harmless City Indemnitees from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature to the extent arising out of or in connection with Contractor’s performance of this Agreement or its failure to comply with any of its obligations contained in the Agreement, except to the extent such loss or damage is caused by the active negligence or willful misconduct of City or the City’s failure to perform it obligations under this Agreement. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise reasonab ly find Contractor’s legal counsel unacceptable, then Contractor shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. Contractor shall promptly pay the City any final judgment rendered against City Indemnitees. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

32.3 Nonwaiver. Contractor’s obligation to indemnify City indemnitees shall not be restricted to insurance proceeds, if any, received by Contractor or any City Indemnitees. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this ARTICLE because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Article 31; provided, however, that any recovery received by the City under Contractor-provided insurance or performance bonds shall be credited against the Contractor’s defense and indemnity obligations to the City.

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32.4 Diversion Indemnification. Subject to the requirements of Public Resources Code section 40059.1, which will control in the event of any conflict with the provisions of this SECTION 32.4, Contractor agrees to protect and defend City Indemnitees with counsel selected by Contractor and reasonably approved by City, to pay all attorneys’ fees, and to indemnify and hold City Indemnitees harmless from and against all fines or penalties imposed by the California Integrated Waste Management Board if the diversion goals specified in California Public Resources Code Section 41780, as it may be amended, are not met by City with respect to the Materials Collected by Contractor and if the lack in meeting such goals are attributable to the failure of Contractor to implement and operate the recycling or diversion programs or undertake the related activities required by this Agreement and approved by the City and if the City has agreed to authorize Contractor to implement the recycling and diversion programs recommended to City by Contractor and City has acted in good faith to enforce its Municipal Code requirements bearing on the success of such programs. In the event CalRecycle provides an administrative process to challenge the imposition of a compliance order or a fine or fines, Contractor will be responsible for retention of and payment to any consultants or attorneys necessary to represent City in any challenge . All consultants and attorneys engaged hereunder are subject to the reasonable agreement of City and Contractor. Contractor’s obligation to defend and indemnify the City under this SECTION is limited to the extent allowed under Public Resources Code § 40059.1, which statutory protection Contractor does not waive.

32.5 Hazardous Substances Indemnification. Contractor agrees to indemnify, defend (with counsel reasonably approved by City), protect and hold harmless the City Indemnitees from and against any and all claims of any kind whatsoever paid, suffered or incurred by or against the City Indemnitees resulting from any repair, cleanup, removal action or response action undertaken pursuant to CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation, with respect to Solid Waste or Household Hazardous Waste Collected and Disposed of by Contractor; provided, however, that this defense and indemnity obligation shall not be applicable to any such claims arising from or relating to the Disposal Facilities or Processing Facilities not owned or operated by Contractor or any of its affiliates (as defined in SECTION 28.1) and which are selected or approved by the City, including but not limited to the Potrero Hills and Napa Recycling and Composting Facility. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 of the Health & Safety Code to defend, protect, hold harmless and indemnify the City Indemnitees from all forms of liability under CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation.

32.6 Proposition 218.

32.6.1 Hold Harmless; Release. City intends to comply with all applicable laws concerning the Maximum Service Rates provided under this Agreement. Upon thorough analysis, the parties have made a good faith determination that the Contractor’s compensation component of the Maximum Service Rates for the Solid Waste Collection Services provided under this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among other reasons, such services are provided by a private corporation and not by City. Pursuant to ARTICLE 6, Contractor independently establishes the portion of the rates for its services within the limits established in this Agreement, and any owner or Service Recipient of property within City has the opportunity to avoid the services available under this Agreement either through self-hauling or use of property in such a manner that Solid Waste is not generated. Accordingly, Contractor agrees to hold harmless and release the City Indemnitees from and against any and all claims Contractor Packet Page 382 of 458Attachment 2 Page 64 of 126

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may have against the City Indemnitees resulting in any form from or in connection with the application of California Constitution Article XIIIC and Article XIIID to the imposition, payment, or collection of the Contractor’s rates under this Agreement.

32.6.2 Indemnification Limit. Nothing in this Agreement shall be construed to obligate Contractor to defend or indemnify the City with respect to a referendum, initiative, legal challenge or lawsuit by a third party for failure to obtain voter or property owner approval in violation of California Constitution Article XIIIC or Article XIIID in any manner contrary to or in violation of Public Resources Code Section 40059.2. This SECTION will survive expiration or termination of this Agreement for claims arising prior to the expiration or termination of this Agreement.

32.7 Subcontractors. Contractor must require all subcontractors performing work under this Agreement to enter into a contract containing the provisions set forth in SECTION 32.2 in which contract the subcontractor fully indemnifies City Indemnitees in accordance with this Agreement.

32.8 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to indemnify, hold harmless and defend City Indemnitees will not extend to any loss, liability, penalty, damage, action, or suit arising or resulting solely from acts or omissions constituting active negligence, willful misconduct, material breach of this Agreement, or violation of law on the part of City Indemnitees.

32.9 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, damage, or loss to City property, including but not limited to City streets or curbs, excluding normal wear and tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage or loss. Such reimbursement is not in derogation of any right of City to be indemnified by Contractor for any such injury, damage, or loss. With the prior written approval of City, Contractor may repair the damage at Contractor’s sole cost and expense. Any injury, damage, or loss to private property caused by the negligent or willful acts or omissions of CONTRACTOR to private property must be repaired or replaced by Contractor at Contractor’s sole expense. Disputes between Contractor and its Service Recipients or private property owners as to damage to private property are civil matters and complaints of damage will be referred to Contractor as a matter within its sole responsibility and as a matter within the scope of SECTION 32.2.

32.10 Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement includes the promises, payments, covenants, rights, and responsibilities contained in this Agreement.

32.11 Survival. All duties of Contractor under this ARTICLE shall survive termination of this Agreement. Contractor shall reimburse City Indemnitees for any and all legal expenses and costs incurred by any and each of them in connection in enforcing the indemnity provided in this ARTICLE.

ARTICLE 33 AMENDMENTS; MODIFICATIONS

33.1 Integration. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement and the Parties agree that there are no commitments, Packet Page 383 of 458Attachment 2 Page 65 of 126

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agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement will be predicated upon any prior representations or agreements, whether oral or written.

33.2 Amendments. This Agreement will not be considered modified, altered, changed, or amended in any respect unless either in writing and signed by the Parties or as otherwise expressly permitted under this Agreement.

33.3 City-Directed Changes. City has the power to make changes in this Agreement to impose new rules and regulations on Contractor under this Agreement relative to the scope and methods of providing Collection Services as may from time-to-time be necessary and desirable for the public welfare. City will give the Contractor notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Collection Services as referenced herein will be liberally construed to include procedures, operations and obligations, financial or otherwise, of Contractor. When such modifications are made to this Agreement, City and Contractor will negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of Contractor due to any modification in the Agreement under this ARTICLE. City and Contractor will not unreasonably withhold agreement to such compensation adjustment. Should agreement between City and Contractor on compensation adjustment not be reached within six (6) months of the change request, or other period as agreed upon by both parties, City shall have the right to seek services under modified conditions elsewhere.

33.4 Change in Law. City and Contractor understand and agree that the California Legislature has the authority to make comprehensive changes in Solid Waste Collection legislation, and that these and other future Changes in Law that mandate certain actions or programs for counties, municipalities or Contractor may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Contractor agrees that the terms and provisions of the Municipal Code, as it now exists or as it may be amended in the future, will apply to all of the provisions of this Agreement and the Service Recipients of Contractor located within the Service Area. In the event any Change in Law materially alters the obligations of Contractor, then the affected service rates, as established in EXHIBIT 1 of this Agreement may be adjusted in accordance with SECTION 6.4. Nothing contained in this Agreement will require any party to perform any act or function contrary to law. City and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to Change in Law. When such modifications are made to this Agreement, City and Contractor will negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of Contractor due to any Change in Law or modification in the Agreement under this ARTICLE.

City and Contractor will not unreasonably withhold agreement to such compensation adjustment.

ARTICLE 34 NOTICES

34.1 Method of Delivery. Except as otherwise expressly permitted under this Agreement, all notices permitted or required under this Agreement shall be deemed made when personally Packet Page 384 of 458Attachment 2 Page 66 of 126

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delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

As to the City:

City of Fairfield
Department of Public Works
1000 Webster Street
Fairfield, California 94533
Attn: Solid Waste Franchise Agreement Administrator
As to the Contractor:

Solano Garbage Company
2901 Industrial Court
Fairfield, California 94533
Attn: General Manager

34.2 Service Complaints. Contractor shall also accept notice from the City of any Collection or other Service Recipient problem or complaint if given orally either in person or by telephone call to Contractor’s local office at (707) 437-8900. The City shall also send Contractor written confirmation of such Collection or other Service Recipient problem or complaint through email by the end of the Work Day or as soon as is otherwise practicable; provided that City’s failure to provide such written confirmation shall not in any way nullify or void Contractor’s actual receipt of notice.

ARTICLE 35 MISCELLANEOUS PROVISIONS

35.1 Legal Representation. The Parties mutually acknowledge that each Party was, or had the opportunity to be, represented by legal counsel in the preparation of and to contribute equally, to the terms and conditions of this Agreement. The Parties therefore agree that the rule that a contract will be interpreted strictly against the party preparing the same shall not apply to this Agreement.

35.2 Corporate Authority. Each person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of Contractor and that by his or her execution, Contractor is formally bound to the provisions of this Agreement. Contractor certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Contractor is a corporate entity, it shall either: (a) provide City written proof that each person executing this Agreement on Contractor's behalf is duly authorized to bind Contractor; or (b) provide two signatories to this Agreement, of whom the first must be Contractor's chairman of the board, president, or a vice president and the second must be Contractor's secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.

35.3 Headings. Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement.

35.4 Exhibits. Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between Packet Page 385 of 458Attachment 2 Page 67 of 126

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the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35.5 Time of the Essence. Time is of the essence in each and every provision of this Agreement.

35.6 Material Uncontrollable Circumstances. If either Party is prevented from or delayed in performing its duties under this Agreement by circumstances that are not reasonably within the control of the non-performing Party, whether or not foreseeable (“Material Uncontrollable Circumstances”), including, without limitation, acts of the State of California, a local agency or the U.S. Federal government, acts of God or natural disasters, epidemics, and unlawful activities of third parties, whether of the kind enumerated or otherwise, that Party will be excused from performance hereunder during the period of such disability. The Party claiming the excuse must promptly notify the other Party as soon as it learns of the existence of such Material Uncontrollable Circumstances, including the facts constituting such Material Uncontrollable Circumstances and when they have terminated. An interruption or delay due to Material Uncontrollable Circumstances will not constitute a default under this Agreement.

35.7 Waiver. Waiver by City or Contractor of any breach for violation of any term covenant or condition of this Agreement will not be deemed to be a waiver of any other term, covenant, or condition or any subsequent breach or violation of the same or of any other term, covenant, or condition. The subsequent acceptance by City of any fee, tax, or any other monies which may become due from Contractor to City will not be deemed to be a waiver by City of any breach for violation of any term, covenant, or condition of this Agreement.

35.8 Point of Contact. The day-to-day dealings between Contractor and City will be between Contractor and the Agreement Administrator.

35.9 Laws To Govern. The law of the State of California governs the rights, obligations, duties and liabilities of City and Contractor under this Agreement and govern the interpretation of this Agreement.

35.10 Jurisdiction; Venue. The parties agree that any litigation between City and Contractor concerning or arising out of this Agreement must be filed and maintained exclusively in the Superior Courts of Solano County, State of California, or in the United States District Court for the Central District of California to the fullest extent permissible by law. Each party consents to service of process in any manner authorized by California law.

35.11 Attorney's Fees. In the event that litigation is brought by a party in connection with this Agreement, the prevailing party will be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies under this Agreement or the enforcement of any of the terms, conditions, or provisions of this Agreement.

35.12 Severability. If any provision of this Agreement or the application of it to any person or situation is to any extent held invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or situations other than those as to which it is held invalid or unenforceable, will not be affected, will continue in full force and effect, and will be enforced to the fullest extent permitted by law.

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EXHIBIT 1.

MAXIMUM SERVICE RATES
[Rates follow this cover page.]

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Emergency or Natural Disaster Rates
Per pull Debris Box Service and special conditions:

Effective Rate
Solid Waste 03/15/2022
20 yd box $558.86
25 yd box $592.71
30 yd box $626.58
40 yd box $660.53
Wood, Greenwaste and Metal
Effective Rate
03/15/2022
20 yd box $474.15
25 yd box $504.30
30 yd box $532.48
40 yd box $564.45
C&D Effective Rate
03/15/2022
20 yd box $698.56
25 yd box $740.89
30 yd box $783.23
40 yd box $825.66

Effective Rate
03/15/2022
Additional charge for disposal in excess of two tons $76.20 Additional charge in excess of two tons – Woods $60.07 Additional charge for C&D disposal per ton $110.81 Special Rates and Conditions:
1) All Rear Load, Front load, and sweeping rates will be mutually agreed upon in writing before work occurs. 2) Collector shall be reimbursed for all costs associated with travel, meals, lodging for resources that are not from the local division. 3) City shall be responsible for all labor and related direct costs as a result of the Collectors Collective Bargaining Agreement stipulations including over time, double time, or weekends worked in excess of regular hours covered in the rates above. 4) Special Waste or other additional recycling options not specifically identified in this Amendment shall be subject to additional processing, transportation costs and fees.

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EXHIBIT 2.

CITY-SPONSORED EVENTS
Garbage, Recyclable Materials, and Organic Waste Collection Services shall be provided at no charge for the following City-sponsored events.

1. Earth Day

2. Blues, Brews, & BBQ

3. Fourth of July Parade/Celebration

4. Farmers Market

5. Tomato Festival/Fairfield Fusion Festival (September Celebration)

6. Veterans’ Day Parade/Event

7. Turkey Trot

8. Christmas Tree Lighting
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78 EXHIBIT 3.

LIST OF CITY PROPERTIES AND CURRENT SERVICE
For Purposes of the Agreement, City Services include all of the following Locations: All City Properties shall have Solid Waste, Recyclables, and Organic Waste Services. Contractor to assist City in implementing Organic Waste Services at City Properties.

Community Resources
Location Address Garbage Qty Recyclables Qty Organics Qty Allan Witt Aquatic
Center / Sports
Center
1741 W. Texas St. 6 yd 1 2yd 1 - -
Housing Office 823 Jefferson St. 95 gal 1 - -
Temporary
Operations Center
1990 Pennsylvania
Ave.
95 gal 1 95 gal 1 - -
Senior Center 1200 Civic Center
Dr.
4 yd 2 2 yd 1 - -
Laurel Creek
Neighborhood
Center
2988 Gulf Dr. 95 gal 2 - - - -
Mankas
Neighborhood
Center
2800 Owens St. 95 gal 2 65 gal 1 - -
City Hall
Location Address Garbage Qty Recyclables Qty Organics Qty City Civic Center 1000 Kentucky St. 4 yd 1 4 yd 1 - -
3 yd 1 65 gal 2 - -
City Hall 1000 Kentucky St. 4 yd 1 4 yd 1 65 gal 2
- - 65 gal 4 - -
Police Department 1000 Webster St. 4 yd 1 4 yd 1 65 gal 2 - - 65 gal 4 - -
Fire
Location Address Garbage Qty Recyclables Qty Organics Qty Station #35 600 lopes Rd. 2 yd 1 2 yd 1 - -
Station #37 1200 Kentucky St. 3 yd 1 2 yd 1 - -
Station #38 1633 Union Avenue 3 yd 1 2 yd 1 - -
20 yd - - - -
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Station #39
1975 Huntington
Dr. 2 yd 1 95 gal 2 95 gal 2
Station #40 2555 Hilborn Dr. 95 gal 3 95 gal 3 - -
Station #41 3200 N. Texas St. 2 yd 1 2 yd 1 - -
Police Department
Location Address Garbage Qty Recyclables Qty Organics Qty Police Training
Facilities 1717 Rex Clift Ln. 2 yd 1 3 yd 1 - -
Police
Investigations 1100 Texas St. 2 yd 1 65 gal 1 - -
Police 1891 Woolner Ave. 95 gal 2 - - - -
Public Works
Location Address Garbage Qty Recyclables Qty Organics Qty Corporation Yard 420 Gregory St. 40 yd - - 30 yd
30 yd - - - -
6 yd 1 2 yd 2 - -
Cordelia Library 5050 Business
Center Dr.
2 yd 1 4 yd 1 - -
Transportation 2000 Cadenasso
Dr.
3 yd 1 2 yd 1 - -
Ball Park - Tri
Valley little League
1300 Goldhill 4 yd 1 95 gal 5 - -
Waterman
Treatment
2900 Vista Grande 25 yd 65 gal 2 - -
North Bay
Regional
Treatment Plant
5110 Water works
Ln.
20 yd 2 yd 1 - -
Woolner Water
Treatment Plant
- - - - - -
Paradise Valley
Golf Course
4333 Paradise
Valley Rd.
30 yd - - 30 yd
Rancho Solano
Golf Course
3191 Cherry Valley
Dr.
30 yd - - 20 yd
Dunnell Natural
Park
3351 Hillridge Dr. 2 yd 1 2 yd 1 95 gal 2

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80 EXHIBIT 4.

COLLECTION CONTAINER SPECIFICATIONS
Carts Specifications:
• All new or replacement Carts must be manufactured with a minimum twenty percent (20%) recycled material content and come with a ten (10) year warranty against defects. • Carts must be constructed with material that resists deterioration from ultraviolet radiation and be incapable of penetration by household pets or small wildlife when lids are fully closed.
• Contractor must provide Carts having an approximate volume of 32, 64 and 96 gallons for garbage services. Actual cart volume may vary by +/- 10% depending on manufacturer. • Carts must include wheels and handles that accommodate ease of movement by able- bodied persons, have heavy duty wheels, attached hinged lids , and be designed to be resistant to inadvertent tipping due to high winds.
• Carts must include lids that continuously overlap the Cart body so as to prevent the intrusion of rainwater and minimize odors. The lids would be of a design and weight so as to prevent the Cart body from tilting backward when flipping the lid open. • Carts must be capable of being lifted into the Collection Vehicle without damage or distortion under normal usage.
• Carts be hot-stamped, embossed, or labeled/decaled with the company name, a unique identification number (i.e., serial number for carts), weight limit, and images of the type of materials to be Collected. All Carts shall also contain instructions for proper usage. If any of the above is accomplished via labels or decals, such labels or decals must be maintained and/or replaced as necessary throughout the term to maintain a near new appearance. Decals/labels showing types of materials Collected in each cart must be replaced annually.
• No later than December 31, 2036, Cart and lids must meet all applicable colors and labeling specifications as set forth by CalRecycle (i.e., blue = recycle, black/gray = garbage, green = source-separated yard waste or comingled yard waste/mixed organics/food waste, brown = food waste only). Contractor is not required to replace functional Containers, including Containers purchased prior to January 1, 2022, that do not comply with the color requirements of this Exhibit prior to the end of the useful life of those Containers, or prior to January 1, 2036, whichever comes first.

Bin and Roll-off Box Specifications:
• Bins and Roll-off boxes must be constructed of heavy metal or heavy plastic and must be watertight and well painted.
• Wheels, forklift slots, and other appurtenances, which are designed for movement, loading, or unloading of the container, must be maintained in good repair.

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• Contractor must provide Bins having an approximate volume of 2, 3, 4, 6, and 7 cubic yards.
• Contractor must provide Roll-off boxes having an approximate volume of 10, 20, 30, and 40 cubic yards.
• Bins and Roll-off boxes must have the name and phone number of Contractor on the exterior so as to be visible when the Bins or Roll-off is placed for use. • Each Bin and Roll-off box must be labeled with a listing of materials that may and may not be placed in a particular Bin or Roll-off box type, and each Bin and Roll-off box must include a conspicuous warning: “Not to be used for the disposal of hazardous, electronic, or universal waste.” Bins and Roll-off boxes must be labelled in both English and Spanish. • Bin lids must be constructed of metal or heavy plastic, so as to minimize the intrusion of rainwater and minimize odors. Locking bins will be provided upon request at the rate set forth in Exhibit 1.
• Bins and Roll-off boxes must be capable of being lifted into/onto the Collection Vehicle without damage under normal usage.
• No later than December 31, 2024, Bins and Roll-off boxes must meet all applicable colors and labeling specifications as set forth by CalRecycle (i.e., blue = recycle, black/gray= garbage, green/= source-separated yard waste or comingled yard waste/mixed organics/food waste, brown = food waste only). Contractor is not required to replace functional Containers, including Containers purchased prior to Janua ry 1, 2022, that do not comply with the color requirements of this Exhibit prior to the end of the useful life of those Containers, or prior to January 1, 2036, whichever comes first.

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82 EXHIBIT 5.

APPROVED SUBCONTRACTORS
For purposes of the Agreement, Contractor shall only utilize subcontractor listed in this Exhibit.

This list can be revised by mutual consent between City and Contractor as provided in the Agreement.

Service
Provided
Subcontractor Point of contact Address/Phone
No.

Street Sweeping Contract
Sweeping
Services
Jesse Alvarado
[email protected]
209-229-5999
1113 N Shaw Rd,
Stockton, CA
95215

Curbside
Household
Hazardous
Waste Collection
Clean Earth Sean Burchill
[email protected]
949-441-6576
2490 W Pomona
Blvd, Pomona,
CA 91768
Environmental
Cleaning
Services and/or
Mobile Cleaning
Butlers Gail Floyd
[email protected]
209-235-5074
PO Box 741
Victor, CA 95253
Electronic Waste Cear Christine Pasion
[email protected]
916-524-1781
3678 LeMay St.,
Mather, CA 95655
White Goods Freon Free

Valarie Tafoya
[email protected]
707-429-9013
1881 Walters Ct,
Fairfield, CA
94533

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83 EXHIBIT 6.

SUSTAINABILITY AND COMPLIANCE PLAN
I. Public Education and Technical Assistance Overview
Republic Services acknowledges that the City is committed to diverting recoverable materials from disposal and understands and recognizes the importance of effective public education and promotion as the key to helping residents and businesses understand more about source reduction, reuse, recycling, and composting.

Key to achieving the above goals is Republic Services’ diligent efforts to perform education, outreach, monitoring, and reporting for all Single-Family Dwellings (SFDs), Multi-Family Dwellings (MFDs), and Commercial properties as required by AB 939, AB 341, AB 1826, and SB 1383.

Consistent with the requirements described in the Franchise Agreement, this plan outlines the specific steps designed to increase diversion and Service Recipient partici pation in residential and commercial solid waste, recycling, and organics collection services.

The public education and outreach staff shall, at a minimum, perform the following tasks:
• Work to develop partnerships with and incorporate City program and educational activities into Contractor activities, and vice versa;
• Prepare proposals and presentations to City entities; • Participate and represent Contractor in community activities; • Oversee Service Recipient satisfaction of all program services; • Coordinate implementation of the annual Diversion and Sustainability Work Plan; • Perform annual solid waste, organic waste, and recycling audits for commercial Service Recipients to identify the service needs and perform “Diversion opportunity assessments” of Service Recipient locations and facilities;
• Manage follow-up Diversion opportunity assessments for businesses to conduct a more comprehensive investigation and educational process after the initial review; • Provide all Service Recipients with appropriate educational information necessary to make informed, environmentally forward decisions relative to waste reduction, reuse, and Diversion activities.
• Maximize the opportunity for initial and sustained program success by seeking to identify a “champion” (ideally a senior manager) at each Commercial and MFD Service Recipient location who will serve as primary contact and advocate for Diversion programs within the Service Recipient’s organization;
• Develop and implement a “Green Business Award” award for recognizing outstanding participation in recycling and/or organic waste programs. Winners will be invited to receive the award in front of City Council.

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• Assist in planning service needs for special events and large venues with a focus on reducing the disposal of materials resulting from such events or venues; and, • Create and distribute reports as required under this Agreement and/or requested by Agency Contract Manager.

II. SFD Education Programs
Republic Services recognizes the importance of aligning outreach plans and goals w ith the City of Fairfield to increase diversion and support the City’s diversion goals.

A. New Program Guide
Prepare and distribute new program mailing to each single-family residence. Purpose of the mailing is to introduce new programs and highlight any prog ram changes. Mailing to include Residential Services Guide, holiday collection schedule, effective date of the change, and hauler’s contact information.

Distribution/Frequency: One-time, direct mail, at least 45 days prior to commencement of new service.

B. Annual Residential Service Guide
Information specific to residential collection will be distributed to every residence by direct mail or electronically. Guide will include both text and images, definitions of materials to be Collected, proper handling of universal and hazardous wastes, education on recycling and organics services, proper cart set-out, service schedule, additional services offered, etc.

Distribution/Frequency: Annually (December/January Billing Period) C. New Service Recipient Education
Welcome packets are mailed to each new Service Recipient. Packet includes Residential Services Guide and another new program information.

Distribution/Frequency: As needed
D. Newsletters
Newsletters are direct mailed to each residential Service Recipient at least on a quarterly basis. City staff and Republic will collaborate on associated articles that will best aid in the education of the audience and each party will contribute relevant articles for inclusion in the Newsletters.

Distribution/Frequency: At least quarterly
E. Corrective Action Notices
Cart tags will be used by drivers, recycling coordinators, and contamination auditors, to notify residents if there is a problem with cart set-out, contamination, notification of inaccessible carts or other issue preventing regular service. The intent of t he Corrective Packet Page 402 of 458Attachment 2 Page 84 of 126

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Action Notice is to specify the identified issue and required steps to resolution by the Service Recipient in order to provide service education that deters similar service interruptions in the future.

Distribution/Frequency: As needed
F. Visit Homeowner Associations (HOAs)/Neighborhood Groups Upon request, the Recycling Coordinator may schedule meetings and/or presentations to HOAs and neighborhood groups to provide recycling-related information.

Distribution/Frequency: Upon request
G. Advertisements and/or Announcements
Preparation and distribution of advertisements and/or announcements may be provided to local media to advertise upcoming events, and/or to educate the community about diversion initiatives. Mediums of communication include but are not limited to public service announcements (PSAs), newspaper advertisements for local media, or the City’s social media page(s).

Distribution/Frequency: In accordance with events and/or as needed H. Educational Posters
Posters may be made available to display at busy local venues to help educate the public on collection and diversion initiatives.

Distribution/Frequency: As needed
I. Website
Specific content is available and includes; description of general services provided, answers to FAQs, rates, guidelines for bulky pickup service, service day map, recycling guide, and contact information and hours of operation. The website also links to the City’s webpage.

Distribution/Frequency: Available 24/7 on web and updated quarterly, or as necessary.

III. MFD Education Programs
Republic Services will provide assistance to MFD complexes in the form of the following:

A. New Program Guide
Prepare and distribute new program mailing to each multi -family residence. Purpose of mailing is to introduce new program provider and highlight any program changes. Mailing Packet Page 403 of 458Attachment 2 Page 85 of 126

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to include MFD Services Guide, holiday collection schedule, effective date of the change, and hauler’s contact information.

Distribution/Frequency: One-time, direct mail, at least 45 days prior to commencement of new service.

B. Annual Collection Service Notice
These will be provided at MFD outreach events, as well as a stock for property managers to have on-hand for new residents upon move-in. The Annual Collection Service Notice is updated every 2 (two) years.

Distribution/Frequency: Reprinted as needed and provided to Service Recipient upon move-in.

C. Biannual Newsletters
Prepare and distribute newsletters geared toward residents of MFD properties.

Distribution of MFD Services Guide may take the place of specialized MFD newsletter upon City approval.

Distribution/Frequency: Biannual
D. Annual Site Visits
Recycling Coordinator will conduct ongoing monitoring of recycling and organics bins and follow up with Service Recipients to encourage continued participation, as well as educate on any necessary behavior change. Work with property managers to implement new organics collection programs (waste assessment, training, community events, initial monitoring upon program implementation). Provide posters and stickers to clearly label collection containers.

Distribution/Frequency: Visit is to occur on ongoing basis and upon request, but each property will receive at least one site visit per year.

E. Community Events
Host community events at MFD complexes, HOAs and Tenant Associations to emphasize importance of proper sorting and troubleshooting support for residents and property managers.

Proposed activities include providing a short presentation on importance of proper sorting of material and which materials belong in which container(s), host an information table, provide interactive games, and encourage property manager to do a raffle or giveaway to attract participation.

Distribution/Frequency: Upon request
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F. Holiday Tree Notification. Distribution/Frequency
Distribute holiday tree collection notification to property managers at least two weeks prior to Christmas to ensure MFD Service Recipients are aware of the availability of collection containers for holiday trees. Goal is to keep holiday trees out of trash bins/landfill.

Distribution/Frequency: Annually, at least two weeks prior to Christmas.

G. Website Distribution/Frequency
MFD resident and property manager-specific section of Republic’s webpage is available with “how-to” information and links to other resources.

Distribution/Frequency: Available 24/7 on Republic’s website.

II. Commercial Education Programs
Compliance with the state ordinances will be the focus for this program along with main taining clean recycling loads for existing Service Recipients.

A. New Program Guide
Prepare and distribute new program mailing to commercial Service Recipients. Purpose of mailing is to introduce new programs and highlight any program changes. Mailing to include Commercial Services Guide, holiday collection schedule, effective date of the change, and hauler’s contact information.

Distribution/Frequency: One-time, direct mail, at least 45 days prior to commencement of new service.

B. Annual Commercial Service Guide
Information specific to commercial collection will be distributed to every Service Recipient by direct mail or electronically. Guide will include both text and images, definitions of materials to be Collected, information on state and local mandates, proper handling of universal and hazardous wastes, education on recycling and organics services, proper set-out, service schedule, additional services offered, etc.

Distribution/Frequency: Annually and provided at in-person meetings and upon request.

C. Newsletters
Newsletters are direct-mailed to each commercial Service Recipient. City staff and Republic will collaborate on associated articles that will best aid in the education of the audience and each party will contribute relevant articles for inclusion in the Newsletters.

Distribution/Frequency: At least Quarterly
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D. Corrective Actions Notice
Corrective Action Notices will be used by drivers, recycling coordinators, and contamination auditors, to notify commercial Service Recipients if there i s a problem with contamination, inaccessible bins, or other issue preventing regular service. The intent of the Corrective Action Notice is to specify the identified issue and required steps to resolution by the Service Recipient in order to provide service education that deters similar service interruptions in the future. Service Recipients that repeatedly contaminate or block access to their respective bins may incur charges associated with the cost of returning to provide additional service(s) and/or result in excess contamination fees.

Distribution/Frequency: As needed
E. Educational Material
Prepare and distribute educational materials (signage, posters, stickers, etc.) to Service Recipients at the time of any onsite assessment and upon request.

Distribution/Frequency: At time of onsite assessment, or upon request.

F. Service Recipient Training
Service Recipient training sessions and/or presentations will be offered to all commercial Service Recipients during Recycling Coordinator site visits. Waste audits or characterizations will be offered when the Recycling Coordinator is able to schedule a facility walk-through with commercial Service Recipient in an effort to identify recyclable material generated on-site.

Distribution/Frequency: Annually and as needed.

G. Annual Site Visits
Recycling Coordinator will conduct ongoing monitoring of recycling and organics bins and follow up with Service Recipients to encourage continued participation, as well as educate on any necessary behavioral change. Offer site assessments to each property at least once annually. Work with property managers to implement new organics collection programs (waste assessment, training, community events, initial monitoring upon program implementation). Provide posters and stickers to clearly label collection containers.

Distribution/Frequency: Visit is to occur on ongoing basis and upon request, but each property will receive at least one site visit per year.

H. Community Presentations
Reach out to business organizations to promote and explain recycling and organics collection programs and state mandates, as requested.

Distribution/Frequency: Upon request
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I. Website
Provide “how-to” information on Republic’s webpage geared specifically toward commercial Service Recipients with recycling, organics, universal waste, hazardous waste, and additional services provided.

Distribution/Frequency: Available 24/7 on Republic’s website.

J. Procurement of Recyclable Products
Will encourage waste reduction practices as part of overall Service Recipient education, including procurement practices focused on recycled and recyclable products.

Distribution/Frequency: As needed
III. Special Events/Public Outreach
Republic Services will provide focused public outreach and education efforts in the form of the following:

A. Booths and Tables at Public Event
Organize and manage a booth or table at City events to promote source reduction, reuse, recycling, composting, proper handling of E-Waste, Universal Waste, and hazardous waste, as well as answer questions about other collection services.

Distribution/Frequency: During identified Public Event(s), and as needed.

B. Diversion Training and Planning
Provide assistance to event organizers when large events are being held in Fairfield. In partnership with City staff, assist at walk-throughs prior to event to provide input on waste station placement, types of waste generated at event and proper disposal for material to maximize diversion efforts.

Distribution/Frequency: As needed
C. Attend Community Workshops
Attend community workshops upon request.

Distribution/Frequency: As needed
D. Annual Recycling Awards
Recognize outstanding participation in recycling and/or organic waste programs by identifying “Recycling All-Stars” for recognition at City Council Distribution/Frequency: Annually
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IV. School Education Programs
Republic Services will provide assistance to school campuses in the form of the following:

A. New Program Guide
Prepare and distribute new program mailing to each school campus. Purpose of mailing is to introduce new program(s) provider and highlight any program changes.

Distribution/Frequency: One-time, direct mail, at least 45 days prior to commencement of new service.

B. Annual School Service Guide
Information specific to residential collection will be distributed to every residence by direct mail or electronically. Guide will include both text and images, d efinitions of materials to be Collected, proper handling of universal and hazardous wastes, education on recycling and organics services, proper cart set-out, service schedule, additional services offered, etc.

Distribution/Frequency: Annually
C. Annual Site Visits
Recycling Coordinator will conduct ongoing monitoring of recycling and organics bins and follow up with schools to encourage continued participation, as well as educate on any necessary behavioral change(s). Offer site assessments to each school at least once annually. Work with staff to implement new organics collection programs (waste assessment, training, community events, initial monitoring upon program implementation).

Provide posters and stickers to clearly label collection containers.

Distribution/Frequency: Visit is to occur on ongoing basis and upon request, but each school will receive at least one site visit per year.

D. Educational Material
Distribute educational materials (signage, posters, stickers, etc.) to Service Recipients at the time of any assessment and upon request.

Distribution/Frequency: Upon request
E. School Presentations
Recycling Coordinator will be available to present at one school assembly annually to promote and explain recycling and organics collection programs.

Distribution/Frequency: Upon Request, but each school to receive at least 1 (one) presentation per year.

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F. Website
Provide how-to information on Republic Services webpage geared specifically toward school aged children.

Distribution/Frequency: Available 24/7 on website. Updated as needed.

G. Corrective Actions Notice
Corrective Action Notices will be used by drivers, recycling coordinators, and contamination auditors, to notify school(s) if there is a problem with contamination, inaccessible bins, or other issue preventing regular service. The intent of the Corrective Action Notice is to specify the identified issue and required steps to resolution by the Service Recipient in order to provide service education that deters similar service interruptions in the future. Service Recipients that repeatedly contaminate or block access to their respective bins may incur charges associated with the cost of returning to provide additional service(s) and/or result in excess contamination fees.

Distribution/Frequency: As needed
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92 EXHIBIT 7.

RECYCLABLE MATERIALS
City and Contractor agree to meet from time to time as needed to discuss additions or deletions from the list of Recyclable Materials. Contractor may request removal of Recyclable Materials due to market limitations which request will be decided by the Agreement Administrator.

City and Contractor agree to meet from time to time as needed to discuss additions or deletions from the list of Recyclable Materials. At a minimum, this list will be updated annually on or before April 1st each year. Contractor may request removal of Recyclable Materials due to market limitations, which request will be decided by the Agreement Administrator.

I. List of acceptable Recyclable Materials currently being Collected include:
• Newsprint (including inserts);
• Mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated cardboard, Kraft brown bags and paper, paperboard, paper egg cartons, office ledger paper, and telephone books);
• Glass containers;
• Aluminum beverage containers;
• Small scrap and cast aluminum;
• Steel including “tin” cans and small scrap;
• Bimetal containers;
• Mixed plastics such as empty plastic containers (1 through 7 ), and empty bottles including containers made of HDPE, LDPE, or PP;
• White goods (household appliances) (Bulk Program Only); • Universal waste (u-waste) (Bulk Program Only); and
• Electronic waste (e-waste) (Bulk Program Only).

II. List of acceptable Organic Waste:
• Food Waste;
• Green Waste;
• Landscape and pruning waste;
• Non-hazardous wood waste;
• Food-soiled paper that is mixed in with food waste (if accepted by Organic Processing Facility);
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• Compostable food containers (if accepted by Organic Processing Facility); and • Compostable foodware (if accepted by Organic Processing Facility).

III. List of materials which Contractor should explore means and markets to recycle but which Service Recipient may seek, and pay for, alternative recycling markets:
• Plastics #6 and #7;
• Plastic bags, wrap and film;
• Laboratory ware (plastics, glass etc.);
• Mirrors;
• Porcelain and ceramics;
• Glass and metal cookware/bakeware;
• Hoses, cords, wires;
• Paper less than 4 inches in size in any dimension;
• Aseptic containers;
• Microwaveable trays;
• Window or auto glass;
• Coated cardboard;
• Coat hangers;
• Needles, syringes, IV bags or other medical supplies; • Textiles, cloth or any fabric; and
• Propane tanks.

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94 EXHIBIT 8.

STREET SWEEPING SERVICES
Contractor shall provide Street Sweeping Services during the Term in accordance with the terms and conditions of this Agreement.
1) Manner of Service.
a) Contractor shall provide a Complete Sweep of all Curb Miles on all publicly maintained City Streets. Within any Curb Mile, Contractor shall be responsible for sweeping all curbs including Median Islands and the corners from any cross street intersecting the subject street. Contractor shall obey all laws governing the operation of the sweepers on a public street and shall perform its operations so that sweepers are traversing their routes in the normal direction of traffic.
b) Contractor shall furnish all materials, labor, supervision and equipment necessary to perform all work required for regularly scheduled sweeping of all public streets in the City at the frequency and within the time frames described in this Exhibit. Within 90 days of the Effective Date, Contractor shall adopt a City approved street sweeping schedule that follows the City approved refuse collection schedule, including adjustments for Holidays.

Exceptions resulting from equipment breakdowns shall be immediately reported to the City with a catch-up schedule.
c) Contractor shall also provide an annual 200-hour time bank for unscheduled sweeping and related services or as otherwise assigned by the City upon one (1) Work Day’s notice.

Contractor shall make reasonable efforts to respond to emergency incidents including vehicle accidents, illicit discharges, and other emergencies within two hours or best effort depending on the severity of the incident.
2) Maps. Contractor shall provide the Street Sweeping Service route maps to the City Representative upon request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the City website. 3) Sweeping Method. Unsweepable items that impede sweeping, such as palm fronds, rocks, trash and debris shall be removed from the sweeping path and properly disposed of by the operator rather than driving around them. Items that impede sweeping and are immovable such as construction debris, boulders and impaired vertical or horizontal clearance by tree limbs shall be reported to the City immediately for correction. Contractor is not responsible for areas missed due to parked cars or other personal property. Sweeper operators shall immediately report to Contractor and the City all Illicit Discharges observed during routes.

Contractor shall train all operators to recognize Illicit Discharges and stormwater pollution sources prior to work as street operators and annually thereafter, using City-approved training materials. Such training shall be documented and made available for review by the City.

In areas where drainage is a problem, Contractor shall make as many passes as necessary to remove debris from standing water. In addition, all sand, dirt, rocks, gravel, vegetation, and other sweepable debris shall be removed from the street during the sweeping operation. If standing water is over the top of curb, then Contractor shall not be required to sweep that specific area. Sweeper operators shall report all areas with drainage problems to Contractor and City on a monthly basis, or as deemed appropriate by Contractor.

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4) Standards of Service. All areas swept under this Agreement shall be thoroughly cleaned. All debris shall be picked up by the sweeper unit and disposed of at Contractor's expense as outlined in this Exhibit. Sweeping shall include the removal of all sand, gravel, dirt, litter, vegetation, and all other debris that accumulates between sweeps. Curb lines shall be swept along both sides of the roadway, or to the edge of pavement where no curb exists, along all curbs on raised medians, over all portions of painted medians, painted left and right turn pockets, and all intersection cross gutters. Sweeping shall normally require one pass over an area. Contractor shall make additional passes or make such extra effort required to adequately clean the street to the satisfaction of the City. Extra effort shall be required when sweeping equipment leaves a dirt/silt smear in its swept path. The service standards may be reviewed and modified as conditions warrant to maintain cleanliness by the City or as necessary to comply with any regulatory permits issued to City. 5) Water.
a) Contractor shall obtain water services from the appropriate water utility or City for the water necessary in the street sweeping operation and use sufficient water to prevent dust arising during sweeping operations. City will provide map of preferred hydrant locations to Contractor to be used whenever feasible. Where feasible, Contractor shall use reclaimed or recycled water. The cost of the water shall be borne by City. b) When possible, Contractor shall use reclaimed or tertiary recycled water. c) Contractor shall not discharge liquid waste from the sweeper units onto City streets or into the storm drain system.
d) Washing of sweepers on City property is prohibited. Any and all washing of sweeper units shall be compliant with Section 16.03. Contractor shall implement best management practices when loading water into the street sweepers to prevent any overflow/potable water discharges into the storm drain system.
6) Sweeper Speed. Contractor shall operate the sweepers at a speed of not more than five (5) miles per hour in residential areas and ten (10) miles per hour in residential and commercial areas when sweeping or when the sweeper brooms are down, unless Contractor can demonstrate that the sweeper can operate efficiently and safely at a higher speed. City will use industry standards, Environmental Protection Agency information, and the sweeper manufacturer’s recommendations on the speed of sweepers when considering greater speeds.
7) Width of Sweeper Path. Contractor shall sweep all curb miles and all bik e lanes with all brooms down, unless parked vehicles, structures, or other objects prohibit the safe sweeping of this path width. The path shall begin at the face of the curb and include the flow line of the gutter. Unless blocked by parked cars, Garbage Carts, Recycling Carts, or Organics Carts the face of the curb and gutter shall always be included within the sweeper path. On those residential streets with no curb, the width of the sweeper path shall be not less than eight (8) feet measured from the edge of the pavement toward the center of the street. 8) Street Sweeping Frequency.
a) Residential Streets.

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i) Contractor shall provide Street Sweeping Service for each Curb Mile of residential streets and alleyways in the City once every other week November through January and once every month February through October on a scheduled route basis.

However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Article 5. This specifically includes all public residential streets within the City limits. ii) Contractor is not required to provide Street Sweeping Services for private residential streets within the City limits, but may contract to provide such services directly with a Home Owners Association on mutually agreeable terms and conditions; provided that Contractor agrees to indemnify, defend, and hold harmless the City and its officials, employees and agents from any damages or claims arising in any manner from such services.
b) Commercial Streets. Contractor shall provide Street Sweeping Service for each Curb Mile of commercial streets in the City once per week on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Article 5. c) Parking Lots. Contractor shall provide Street Sweeping Service for each Curb Mile of designated parking areas shown in this Exhibit 8 in the City as indicated on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Article 5. d) Change in Frequency. The City may direct Contractor to change the frequency of street sweeping for any City street. Contractor shall implement City-directed changes in frequency within fifteen (15) Work Days of receipt of written notice from the City Representative to adjust sweeping frequency. Any such changes under shall be treated as City-directed changes under Section 33.3.
9) Street Sweeping Hours of Service.
a) Residential Streets. Contractor shall provide Street Sweeping Service on residential streets and alleyways commencing no earlier than 6:00 a.m. and terminating no later than 10:00 p.m. Monday-Friday. Street Sweeping Services shall take place five days per week.

The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. Sweeping in residential areas shall be coordinated with Collection Services to ensure that sweeping occurs after collection of all Carts has been completed on a specific street. b) Commercial Streets. Contractor shall provide Street Sweeping Service on commercial streets and major arterials no earlier than 8:00 p.m. and terminating no later than 6:00 a.m., Sunday-Thursday. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative.
c) Downtown Area. Contractor shall provide Street Sweeping Service on downtown area streets or other areas designated by the City no earlier than 10:00 pm and terminating no later than 6:00 a.m. Sunday-Thursday. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. The City may restrict Street Sweeping hours in the downtown Packet Page 414 of 458Attachment 2 Page 96 of 126

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area or other areas where noise or traffic negatively affects the surrounding neighborhoods.
d) Other Areas. Designated collector, arterial streets and City facilities may also be swept on Saturdays between the hours of 7:00 a.m. and 7:00 p.m. upon approval of the City. e) Street Changes. City and Contractor acknowledge that it may be necessary or desirable to add or delete City streets for which Contractor will provide Street Sweeping Services or to temporarily modify sweeping schedules. City will provide notice of any such changes to Contractor which may be caused by the following:
i) Construction or development on or along a street.
ii) Pavement maintenance activities, including the chip seal program or the slurry seal program.
iii) Inclement weather when running water renders sweeping ineffective. iv) Special sweeping on alternative schedule.
v) Other legitimate reasons that make sweeping impractical as determined by th e City Representative.
vi) Street Additions. As new streets are constructed and accepted by City, City may, at City’s sole option, designate such streets as part of the Service Area for the purposes of Street Sweeping Services. If the City Representative designates such streets as part of the Service Area, Contractor shall provide Street Sweeping Service on such streets under the terms and conditions of this Agreement within fifteen (15) Work Days of receipt of written notice from the City Representative to begin service. Any changes under this section shall be treated as City-Directed changes under Section 33.3. 10) Street Deletions. City may require some City streets to be temporarily or permanently removed from the list of scheduled streets for which Contractor provides Street Sweeping Service under this Agreement. Contractor shall immediately cease providing Street Sweeping Service to any City Street upon receipt of written notice from the City Representative to stop such service. When a City Street has been temporarily removed from the list of scheduled streets, Contractor shall resume Street Sweeping Service on such street in the next regularly scheduled cycle following the receipt of written notice from the City Representative to resume service.
11) Revised Maps. Contractor shall revise the Street Sweeping Service route maps to show the addition or deletion of City Streets as provided above and shall provide such revised maps to the City Representative upon request, within ninety (90) days from receipt of written notice.

The maps shall be provided in a format that can be posted to the City website. 12) Parking Restrictions. The City will provide written notice to Contractor of any streets where permit parking may impact scheduled Street Sweeping Service. Contractor may be required to adjust sweeping schedules to sweep prior to the permit parking restrictions. Changes to parking restriction shall be consider a change in scope.

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13) Adverse Weather Conditions. Because of varying rain conditions throughout the City, Contractor may verbally request permission from the City Representative to cancel sweeping during heavy and persistent rainstorms within the Service Area. Contractor may cancel sweeping only with the prior consent of the City Representative. 14) Hazardous Waste. Contractor shall not be required to remove any Hazardous Waste from the street surface. If, in the course of performing Street Sweeping Services, any suspected Hazardous Waste is encountered, Contractor shall immediately report the location to the City Representative, and any other responsible agency.
15) Disposal of Sweep Waste. Contractor shall transport and deliver all Sweep Waste to designated Bins or areas at a City facility or the approved transfer station facility. If approved by the Organics Processing Facility, Contractor will collect all Bins containing Sweep Waste and deliver to an Organics Processing Facility in a manner that meets AB 939 or other waste diversion requirements established per CalRecycle. In the event the facility is closed on a Work Day or is otherwise unable to accept the Sweep Waste, Contractor shall transport and deliver the Sweep Waste to such other legally permitted facility approved by the Agreement Administrator. Sweep Waste recycling and processing shall be by agreement betw een the Contractor and the City and shall not be calculated as part of the annual diversion rate required in Article 19. Notwithstanding the foregoing, Contractor shall not be responsible for the transportation, processing or disposal of Exempt Waste that may be found in city street sweepings, and the City shall retain all such responsibility. 16) Spillage.
a) During hauling, all Sweep Waste shall be contained, covered and enclosed so that leaking, spilling and blowing of the Sweep Waste is prevented. Contractor shall be responsible for the immediate clean-up of any spillage caused by Contractor. b) Equipment oil, hydraulic fluids, or any other liquid or debris resulting from Contractor’s operations or equipment must be covered immediately with an absorptive material and removed from the street surface. Contractor must document spillage in the Waste Reporting System and notify City’s stormwater compliance coordinator within two (2) hours of any spills resulting from Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent and cleaning technique to the street surface to provide adequate cleaning as approved by the City’s stormwater compliance coordinator to be compliant with the City’s stormwater permit. c) The above paragraphs notwithstanding, Contractor must clean up any spillage caused by Contractor within two (2) hours upon notice from the City. If City deems necessary, Contractor must engage third-party environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. If clean-up is not conducted to satisfaction of City, City has right to engage environmental clean-up specialist to perform additional clean-up work at the expense of Contractor.
d) To facilitate such cleanup, Contractor’s vehicles must at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel.

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17) Street Sweeping Service Routes.
a) Not less than ninety (90) Calendar Days prior to commencement of Street Sweeping Services, Contractor shall submit to the City Representative, Service Area maps precisely defining the Sweeper Routes for review and approval by the City Representative. The route maps shall include the days of the month sweeping shall occur, the sweeping schedules in adjacent areas, the areas of the City to be swept, the start and finish of each route, the location of each dumpsite, and any special needs such as early starts, and late finishes.
b) The City Representative may provide written comments on the preliminary maps to Contractor no later than thirty (30) Work Days after receipt of the maps from Contractor.

Contractor shall revise the maps to reflect such comments and return them to the City Representative within thirty (30) Work Days after receipt of the City Representative’s comments.
c) Upon approval by the City Representative of the final Sweeper Route maps, Contractor shall develop and maintain the Sweeping Routes on a computerized mapping system that is compatible with City’s mapping system to the extent possible. Street Sweeping maps provided to the City shall be in a format that is suitable for posting to the City website. In addition, the scheduled Street Sweeping day for each Residential and Commercial Service Recipient shall be recorded as part of the Contractor’s Service account database provided to the City in the Waste Reporting System.
d) Service Route Changes.
i) Contractor shall submit to the City Representative, in writing, any proposed route change (including maps thereof) not less than forty-five (45) Calendar Days prior to the proposed date of implementation. Such changes shall also be reflected in Contractor’s printed route maps.
ii) The City Representative may provide written comments to Contractor on such proposed change no later than ten (10) Work Days after receipt of the proposal from Contractor, and Contractor shall revise the routes to reflect such comments and return them to the City Representative within ten (10) Work Days of receipt of such comments.
iii) Contractor shall not implement any route changes without the prior written approval of the City Representative. If the approved route change will change the day on which Street Sweeping Service will occur, Contractor shall notify the affected Service Recipients of route changes not less than thirty (30) Work Days before the proposed date of implementation in a manner approved by the City Representative. 18) Other City Sweep Service.
a) If during the Term, circumstances exist that require work associated with the Street Sweeping Service program that is not specifically provided for in this Agreement, the City Representative may require Contractor to perform such other associated work (“OAW”).

Any changes under this section shall be treated as City-directed changes under Section

33.3 to the extent that the requested services are not included in the time bank provided in E8.01.1.2.

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b) When Contractor performs OAW, the labor, materials, and equipment used in the performance of such work shall be subject to the prior written approval of the City Representative.
c) Examples of OAW that Contractor may be required to perform include: performance of special sweeps, flood clean-up, street sanitation for parades and celebrations, City requested clean-up services, and any contingency where sweeper and supporting sweeper equipment could assist in a particular instance. d) Emergency street sweeping service. If during the hours of the Contractor’s street sweeping operations, the Police Department or Public Works Department may call for street sweeping after vehicle(s) have been removed from an automobile accident. The Collector will make every effort to respond to the accident site within 20 minutes of request and sweep the site of debris that is acceptable for this type of sweeper. There will be no additional compensation to the Collector for this service. 19) Street Sweeping Quality of Work. The standards of performance which Contractor is obligated to meet are those good street sweeping practices which leave the service area in a debris and dirt-free condition, and using sufficient water to avoid airborne dust arising from equipment operation.
20) Street Sweeping Equipment.
a) General Provisions. All Street Sweeping Service equipment used by Contractor in the performance of services under this Agreement shall be of a high quality and of the vacuum type in conformance with California Air Resource Board (CARB). The collection vehicles shall be designed and operated so as to prevent Collected materials from escaping from the collection vehicles. Hoppers shall be closed on top and on all sides with screening material to prevent Collected materials from leaking, blowing or fallin g from the collection vehicles.
b) Clean Air Vehicles. Contractor may not use any Street Sweeping vehicle that is more than ten (10) years old during the term of the Agreement. Collection vehicles must utilize low carbon (“alternative”) fuel, which includes renewable diesel, biodiesel, clean diesel, hydrogen, ethanol, methanol, natural gas, renewable natural gas, propane, P-series fuels, and electric. During the Term, to the extent required by law, Contractor shall provide its Street Sweeping vehicles to be in full compliance with all Applicable Laws, including State and Federal clean air requirements that are adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws.
c) Vehicle Noise Level. All Street Sweeping operations shall be conducted as quietly as possible and must comply with Applicable Laws, including Federal EPA noise emission regulations, currently codified at Code of Federal Regulations, Title 40, Part 205. d) Reserve Equipment. Contractor shall have available to it, at all times, reserve collection and Street Sweeping Service equipment that can be put into service and operation within three (3) hour of any breakdown. Such reserve equipment shall correspond in size and Packet Page 418 of 458Attachment 2 Page 100 of 126

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capacity to the equipment used by Contractor to perform Contractor ’s duties under this Agreement.
e) All equipment shall be maintained in good mechanical condition, including brushes and brooms that shall be replaced at regular intervals. Contractor shall immediately clean any vehicle fluids (hydraulic fluids, lubricating oils, etc.) that leak or spill from equipment into the street or public right of way.
f) Sweepers shall be fitted with GPS tracking with all data accessible to City staff. Contractor shall furnish to the City at no additional cost or expense any software and equipment necessary for City to track the location of sweeping vehicles in real time and to generate reports as needed.
g) Sweeping equipment shall not be stored in the public right of way unless mechanical failure prevents immediate removal. In the event of mechanical failure, all efforts must be made to remove the equipment from the public right of way as soon as possible. The City must approve any overnight storage in public right of way. Contractor may enter into optional Storage Agreement with City to store Sweeper equipment at City facility. In the absence of such Storage Agreement with City, sweeping equipment shall not be stored on City Property.
h) All equipment is subject to inspection by the City at any time. i) All sweepers shall have an operational strobe and back-up alarm and shall conform to all City, Solano County, State and Federal safety requirements. 21) Staffing. All Street Sweeper operators shall abide by the requirements set forth in ARTICLE 23 of this Agreement.
22) Communication.
a) Contractor shall have direct communication with all sweeping operators in the field utilizing radios or cellular telephones. Each sweeper operator shall have the ability to communicate verbal information immediately to City staff, Police and Fire Department personnel, residents, and to report illicit storm water discharges and hazardous street or drainage conditions to the City. Contractor shall also report missed routes and citizen complaints and resolution to the City on a weekly basis, when applicable. b) Contractor shall supply a 24-hour message telephone number to the City Traffic Engineer so that the City can notify Contractor of traffic counter installations. c) Drivers shall be aware of their locations in order to raise their brooms and avoid destruction of traffic counter cables. Contractor shall use due diligence to avoid traffic counter cables. 23) Deficiencies and Corrections. The City may also make regular unannounced inspections of Street Sweeping locations if a swept area is deemed to be below acceptabl e performance standards, the substandard section shall be re-swept within one (1) Work Day of notification.

Contractor shall re-sweep at their own expense. The City shall be notified of the completed re-sweep.
24) Designated Parking Areas. The designated parking areas for street sweeping are:

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Location Address Frequency
Adult Recreation Center
(North Lot and South/Bocce
Ball Lot)
1200 Civic Center Dr.,
Fairfield, CA 94533 Weekly
Allan Witt Park (Parking
Lots and Interior Road)
1741 W Texas St, Fairfield,
CA 94533 Every Two Weeks
Aquatics Center at Allan
Witt (Parking Lot)
1741 W Texas St, Fairfield,
CA 94533 Every Two Weeks
Cordelia Community Park
(Top and Bottom Parking
Lots)
1350 Gold Hill Rd, Fairfield,
CA 94534 Every Two Weeks
Dunnel Nature Park and
Education Center (Top and
Bottom Parking Lots)
3351 Hillridge Dr., Fairfield,
CA 94534 Every Two Weeks
Fairfield Civic Center
(Fire Station 37 Parking Lot,
Library Parking Lot, City
Hall Parking Lot)
1000 Webster St, Fairfield,
CA 94533 Weekly
Laurel Creek Park (Parking
Lots and Interior Road)
1050 Cement Hill Rd,
Fairfield, CA 94533 Every Two Weeks
North Bay Regional Water
Treatment Plan (Parking
Lots and Interior Road)
5110 Waterworks Ln,
Fairfield, CA 94533 Bi-Annual
Paradise Valley Golf Course
(Parking Lot)
3950 Paradise Valley Dr.,
Fairfield, CA 94533 Every Two Weeks
Rancho Solano Golf Course
(East and West Parking
Lots)
3250 Rancho Solano Pkwy,
Fairfield, CA 94534 Every Two Weeks

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103

EXHIBIT 9.

STREET SWEEPING MAPS AND SCHEDULES

Residential Street Sweeping Routes

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Fairfield City CouncilMarch 15, 2022

Fairfield City Council
March 15, 2022