Agenda packet — Gardena City Council, January 13, 2026 (part 2 of 3)

Services Programs and $603,358 from the prior year rollover funds for a total of $693,982 to the Residential Rehabilitation Program. Due to the increased level of interest in the Residential Rehabilitation Program and to help alleviate the waiting period for assistance under this program, additional CDBG funding is being allocated to this program. There will be no loss in programming, as the City will continue to fund fair housing and food pantry services with general funds.

LEGAL REVIEW:

Not applicable

CONCLUSION:

Staff respectfully recommends that at the conclusion of the Public Hearing the City Council approve the proposed 2025-2026 Annual Action Plan Substantial Amendment as presented or as may be amended by Council action as a result of the Public Hearing.

FISCAL IMPACT:

Approval of this Substantial Amendment to the FY 2025-26 Annual Action Plan will result in $90,624 of general funds to be used to continue funding fair housing and food pantry services.

Greg S. Tsujiuchi
Date: 1/13/2026 Submitted by: ___________________________________

ATTACHMENT(S):

1. Substantial Amendment to FY2025-2026 Action Plan

2. Proof of Publication

SUBSTANTIAL AMENDMENT NO. 1
JANUARY 13, 2026

DRAFT ACTION PLAN
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Table of Contents
Executive Summary ................................ ................................ ................................ ............................ - 4 - AP-05 Executive Summary - 24 CFR 91.200(c), 91.220(b) ................................ ............................... - 4 - PR-05 Lead & Responsible Agencies – 91.200(b) ................................ ................................ ............. - 8 - AP-10 Consultation – 91.100, 91.200(b), 91.215(l) ................................ ................................ .......... - 9 - AP-12 Participation – 91.105, 91.200(c) ................................ ................................ ........................ - 13 - Expected Resources ................................ ................................ ................................ ......................... - 16 - AP-15 Expected Resources – 91.220(c)(1,2) ................................ ................................ ................. - 16 - Annual Goals and Objectives ................................ ................................ ................................ ............. - 18 - AP-20 Annual Goals and Objectives ................................ ................................ ............................... - 19 - AP-35 Projects – 91.220(d) ................................ ................................ ................................ ........... - 21 - AP-38 Project Summary ................................ ................................ ................................ ................ - 22 - AP-50 Geographic Distribution – 91.220(f) ................................ ................................ ..................... - 23 - Affordable Housing................................ ................................ ................................ ............................ - 24 - AP-55 Affordable Housing – 91.220(g) ................................ ................................ ........................... - 24 - AP-60 Public Housing – 91.220(h) ................................ ................................ ................................ . - 25 - AP-65 Homeless and Other Special Needs Activities – 91.220(i) ................................ ..................... - 25 - AP-75 Barriers to affordable housing – 91.220(j) ................................ ................................ ............ - 28 - AP-85 Other Actions – 91.220(k) ................................ ................................ ................................ ... - 29 - Program Specific Requirements ................................ ................................ ................................ ......... - 31 - AP-90 Program Specific Requirements – 91.220(l)(1,2,4) ................................ ............................... - 31 - Action Plan Tables
Table 1 - Responsible Agencies
Table 2 - Agencies, groups, organizations who participated Table 3 - Other local / regional / federal planning efforts Table 4 - Citizen Participation Outreach
Table 5 - Expected Resources – Priority Table
Table 6 - Goals Summary
Table 7 - Project Information
Table 8 - Geographic Distribution
Table 9 - One Year Goals for Affordable Housing by Support Requirement Table 10 - One Year Goals for Affordable Housing by Support Type Action Plan Figures
No table of figures entries found.

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Version History
No
. Summary of Changes
1 Published Draft for Public Comment: 4/10/25 Sent to HUD for Approval: 7/9/25
Conducted Public Hearing: 5/13/25 Approved by HUD:

Original 2025-2026 Annual Action Plan.
2 Published Draft for Public Comment: 12/11/25 Sent to HUD for Approval: TBD
Conducted Public Hearing: 1/13/26 Approved by HUD: TBD
Amendment 1 - Substantial:

The proposed Substantial Amendment to the Action Plan includes reallocating $90,624 from the Fair Housing Services and Community Food Pantry Services Programs and $603,358 from the prior year rollover funds for a total of $693,982 to the Residential Rehabilitation Program.

Amended/Restated CDBG Activities for FY 2025-2026
Program Original Amended
CDBG Administration $120,832 $120,832
Fair Housing $20,000 $0
Youth & Family Services $70,624 $0
Residential Rehabilitation Program $392,706 $1,086,688
TOTAL ALLOCATION $604,162 $1,207,520

3 Published Draft for Public Comment: Sent to HUD for
Approval:

Conducted Public Hearing: Approved by HUD:

Amendment 2 (Substantial / Non-Substantial):
4 Published Draft for Public Comment: Sent to HUD for
Approval:

Conducted Public Hearing: Approved by HUD:

Amendment 3 (Substantial / Non-Substantial):
5 Published Draft for Public Comment: Sent to HUD for
Approval:

Conducted Public Hearing: Approved by HUD:

Amendment 4 (Substantial / Non-Substantial):

City of Gardena - 4 - 2025 Annual Action Plan

Executive Summary
AP-05 Executive Summary - 24 CFR 91.200(c), 91.220(b)

1. Introduction
On August 10, 2021, the Gardena City Council adopted the 2021-2025 Consolidated Plan, which described the City’s housing and community development needs, strategies, and activities to address those needs over a five-year period using entitlement grant funds provided by the U.S. Department of Housing and Urban Development (HUD). The 2025-2026 Action Plan is the final of five annual plans implementing the 20 21- 2025 Consolidated Plan Strategic Plan goals via the investment of annual allocations of Community Development Block Grant (CDBG) funds from HUD. The Action Plan identifies available resources, annual goals, projects and activities for the period beginning July 1, 2025 and ending June 30, 2026.

The City receives CDBG funds from HUD on a formula basis each year, and in turn, awards grants and loans to nonprofit, for-profit or public organizations for programs and projects in furtherance of this Plan. The CDBG program generally provides for a wide range of eligible activities for the benefit of low- and moderate-income Gardena residents, as discussed below
Community Development Block Grant (CDBG)
The Housing and Community Development Act of 1974 created the CDBG Program. The primary objective of the CDBG program is the development of viable urban communities by providing decent housing, a suitable living environment, and expanding economic opportun ities, principally for persons of low - and moderate-income. The CDBG regulations require that each activity meet one of the following national objectives:
• Benefit low- and moderate-income persons; or
• Aid in the prevention or elimination of slums and blight; or • Meet other community development needs having a particular urgency (usually the result of a natural disaster).

Each year, the City certifies with the submission of its Annual Action Plan that it has given maximum feasible priority to activities which meet the first and second objectives above. Additionally, the City certifies that no less than 70 percent of the CDBG funds received, over a three-year certification period, will be designed to benefit low- and moderate-income persons.
2025-2026 Program Year
The 2025-2026 Action Plan proposes allocating $604,162 of new CDBG in addition to $603,358 of prior year funds for a total of $1,207,520 to the following program activities to be implemented from July 1, 202 5 to June 30, 2026.

City of Gardena - 5 - 2025 Annual Action Plan

2025-2026 CDBG PROGRAM
Residential Rehabilitation Program $1,086,688.00
Community Food Pantry Services $0.00
Fair Housing Services $0.00
CDBG Program Administration $120,832.00
CDBG TOTAL: $1,207,520.00

2. Summarize the objectives and outcomes identified in the Plan The priority needs and goals identified in the Plan are based on analysis of information including the results of the City’s Surveys and the housing and community development data elements required by HUD in the online Consolidated Plan system (eCon Planning Suite). Other sources of information used to identify needs and establish priorities were obtained through consultation with local nonprofit agencies and cited publicly available data.

HUD’s Community Planning and Development (CPD) Outcome Performance Measurement Framework classifies objectives in three (3) categories: decent housing, a suitable living environment, and economic opportunity. Based on the Needs Assessment and Market Analysis, the Strategic Plan identifies eight high priority needs to be addressed through the implementation of activities aligned with eight Strategic Plan goals.

The high priority needs include:
• Planning and Administration
• Fair Housing Services
• Public Services to Help Low-Income Residents
• Preservation of Supply of Affordable Housing
• Neighborhood Preservation & Improvement
• Expand the Supply of affordable housing
• Economic Development
Prevent and Eliminate Homelessness
The following goals are identified in the Strategic Plan:
• Planning and Administration
• Fair Housing Services
• Services for Low- and Moderate-Income Persons
• Public Infrastructure Improvements
• Public Facilities Improvements
• Code Enforcement
• Owner-Occupied Rehabilitation
• Rental Housing Rehabilitation
• Economic Development
• Housing Assistance Vouchers
City of Gardena - 6 - 2025 Annual Action Plan

Consistent with HUD’s national goals for the CDBG program to provide decent housing opportunities, maintain a suitable living environment and expand economic opportunities for low - and moderate-income residents, the priority needs listed above will be addressed over the next five years through the implementation of activities aligned with the following measurable goals included in the Strategic Plan section of this Plan.

3. Evaluation of past performance
The City is currently implementing the projects and activities included in the 202 4-2025 Action Plan. As of this writing, all projects and activities are underway.

During Planning Period 2016 -2021 (“PP 2016”), Gardena expended $3,150,635 on activities meeting its strategic plan objectives of providing decent housing, providing a suitable living environment, and creating economic opportunity. Lack of funding makes it difficult to address all strategic plan objectives in one program year. As a result, Gardena funds high priority projects to the extent possible.

In PP 2016, Gardena was able to funds projects that directly addressed specific strategic plan objectives including:

Housing - $1,175,000
2016-2021 Projects:
• Owner Occupied Housing Rehabilitation Loan Program
• Residential Rebate Program
• Handy-worker Fix-Up Program
• Multi-Family Residential Code Correction Program

Strategic Plan Objectives Addressed
• Sustain existing housing stock through rehabilitation and necessary improvements • Increase the number of new affordable housing units
• Increase homeownership opportunities

Suitable Living Environment - $808,660
2016-2021 Projects:
• Code Enforcement
• Public Facilities/Recreation Improvements
• Accessibility Improvements

Strategic Plan Objectives Addressed
• Improve and stabilize city neighborhoods
• Enhance and encourage resident involvement
• Promote safe neighborhoods

City of Gardena - 7 - 2025 Annual Action Plan

2016-2021 Projects:
• Youth and Family Services Bureau
• Senior Citizen Day Care Center
While the City and local partners were able to successfully implement the activities listed above, there were insufficient resources to fully address the level of need identified in the last Consolidated Plan.

4. Summary of Citizen Participation Process and consultation process The Consolidated Plan regulations at 24 CFR Part 91 provide the citizen participation and consultation requirements for the development of the Consolidated Plan. Chief among those requirements is the need to consult with the Continuum of Care (CoC) to addr ess homelessness, Public Housing Authorities (PHA), business leaders, civic leaders, and public or private agencies that address housing, health, social service, victim services, employment, or education needs of low-income individuals and families, homeless individuals and families, youth , and/or other persons with special needs. Information supplied by these community stakeholders, together with the data supplied by HUD resulted in a well -informed planning document that reflects the housing, community and economic development needs and priorities for the City of Gardena over the next five years.

On April 11, 2025, a public notice was published in the Gardena Valley News announcing the opening of the 30-day public review and comment period and public hearing on the CDBG Program Use of Funds for 2025- 2026 fiscal year.

A public hearing was held at the City Council Meeting on May 13, 2025, at 7:30 p.m. to receive comments on the Draft Annual Action Plan. The Final Action Plan for FY 2025-2026 will be submitted to the Department of Housing and Urban Development (HUD) following the approval by City Council.

During the development of the 2025-2026 Action Plan, the City solicited applications from organizations and City Departments for the provision of fair housing services and public service projects. Applications received were evaluated for eligibility and funding recommendations.

5. Summary of public comments
The draft 2025-2026 Action Plan was available for public review and comment from April 11, 2025, to May 13, 202 5. The City Council convened a public hearing on May 13, 2025, to receive public comments concerning the 2025-2026 Action Plan. Comments received during the public review period and at the Public Hearing are provided in “Appendix A” of this document.

Subsequently, the City made the draft Substantial Amendment to the 2025 -2026 Action Plan available for public review and comment from December 12, 2025 to January 13, 2026. Residents were encouraged to review the draft Substantial Amendment , to attend the public hearing on January 13 , 202 6, or submit comments concerning the housing and community development needs, proposed projects and activities in City of Gardena - 8 - 2025 Annual Action Plan

the Substantial Amendment. Comments received during the public review period and at the Public Hearings are also provided in “Appendix A” of this document.

6. Summary of comments or views not accepted and the reasons for not accepting them As required by HUD regulations, all comments and views received by the City in the development of the Action Plan were accepted and taken into consideration in the development of the Action Plan.

7. Summary
The 2025-2026 Action Plan addresses the Strategic Plan Goals from the 2021-2025 Consolidated Plan by allocating $604,162 of new funds in addition to $603,358 of prior year funds for a total of $1,207,520 in CDBG funds towards eligible activities that are to be implemented from July 1, 2025, to June 30, 2026. The City anticipates funding projects to meet the priorities and corresponding goals during the five-year period.

The proposed Substantial Amendment 1 to the Action Plan includes reallocating $90,624 from the Fair Housing Services and Community Food Pantry Services Programs and $603,358 from the prior year funds for a total of $693,982 to the Residential Rehabilitation Program. THE City will use its General Funds to continue funding the Fair Housing and Community Food Pantry Services Program.

PR-05 Lead & Responsible Agencies – 91.200(b)

1. Agency/entity responsible for preparing/administering the Consolidated Plan The following are the agencies/entities responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source.

Agency Role Name Department/Agency
Lead Agency City of Gardena Community Development Department Table 1 – Responsible Agencies
Narrative
The City of Gardena Community Development Department is the lead agency responsible for the administration of the CDBG program. The City contracted with MDG Associates, Inc. to prepare the 2025- 2026 Annual Action Plan.

In the implementation of the 20 21-2025 Consolidated Plan and each of the five Annual Action Plans, Community Development Department staff and consultants shall be responsible for all grants planning, management and monitoring duties necessary to comply with HUD regulations and City policy.

City of Gardena - 9 - 2025 Annual Action Plan

Consolidated Plan Public Contact Information
City of Gardena
Community Development Department
Greg S. Tsujiuchi, Director of Community Development
1700 W. 162nd Street
Gardena, CA 92024
(310) 217-9526

AP-10 Consultation – 91.100, 91.200(b), 91.215(l)

1. Introduction
To gather the greatest breadth and depth of information, the City consulted with inter-departments concerning the housing, community and economic development needs of the community. The input received from these consultations helped establish and inform the objectives and goals described in the Strategic Plan. The City also provided each agency with an opportunity to comment on the draft 2025-2026 Action Plan during the public review and comment period.

Provide a concise summary of the jurisdiction’s activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(I)).

The City recognizes the importance of careful coordination and alignment among various service providers to maximize the effectiveness of the CDBG program. The City further recognizes the importance of continued coordination and alignment during the preparation of the 2025-2026 Action Plan with these organizations and agencies.

The City will provide technical assistance to developers and community-based organizations that assist the City in the provision of affordable housing and facilities. The City will also encourage collaboration between non-profit agencies, housing providers and government agencies. The City will maintain contact with trade organizations, such as the Building Industry Association (BIA).

Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness The Los Angeles Homeless Services Authority (LAHSA), the lead agency of the Continuum of Care (CoC) for Los Angeles County, guides the development of homeless strategies and the implementation of programs to end homelessness throughout the region. The CoC is comprised of a network of public, private, faith - based, for-profit, and nonprofit service providers who utilize several federal, state , and local resources in providing services for homeless persons. The County and its cities, including the City of Gardena, also City of Gardena - 10 - 2025 Annual Action Plan

provide resources for services that assist the homeless and those at risk of becoming homeless. The nonprofit and faith-based community plays a key role in the current CoC system. Hundreds of agencies throughout the County provide programs ranging from feeding the homeless on the street to creating permanent supportive housing opportunities. These services are available to homeless families with children as well as single men and women. The nonprofit and faith -based community also serves special needs populations, such as victims of domestic violence, veterans, persons with disabilities , and unaccompanied youth. The City participates in the annual homeless count sponsored by the CoC.

To address the City’s homeless population, the City will utilize its General Funds to provide public and supportive services to prevent homelessness and/or aid those who are homeless or at risk of becoming homeless. Homeless supportive and prevention services funded through the City’s General Fund include:
• City of Gardena – Community Services Food Pantry Services Program – Provides dry and canned food items along with hygiene supplied, and baby wipes and diapers to low -income Gardena residents.
• Fair Housing Foundation (FHF) – Addresses fair housing mediation and landlord -tenant dispute resolution services, which helps prevent homelessness.

Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards and evaluate outcomes, and develop funding, policies and procedures for the administration of HMIS
The City is not a direct recipient of ESG funding. However, it is a participating jurisdiction in the COC and works closely with the homeless system to create funding policies and procedures for ESG.

2. Describe Agencies, groups, organizations and others who participated in the process and describe the jurisdictions consultations with housing, social service agencies and other entities.
1 Agency/Group/Organization LAHSA
Agency/Group/Organization Type Services-Homeless
What section of the Plan was addressed
by Consultation?
Homeless Needs – Chronically homeless
Homeless Needs – Families with children
Homelessness Needs – Veterans
Homelessness Needs – Unaccompanied youth
Homelessness Strategy

How was the Agency/Group/Organization
consulted and what are the anticipated
outcomes of the consultation or areas for
improved coordination?
To obtain a comprehensive assessment of the needs and
priorities within the community, the Consolidated Plan
process included consultation with City residents, service providers, and selected departments. Engagement was
conducted through telephone.
3 Agency/Group/Organization County Public Health Department Agency/Group/Organization Type Services-Persons with HIV/AIDS Services-Health
Health Agency
What section of the Plan was addressed
by Consultation?
Lead-Based Paint Strategy
How was the Agency/Group/Organization
consulted and what are the anticipated
outcomes of the consultation or areas for
improved coordination?
To obtain a comprehensive assessment of the needs and
priorities within the community, the Consolidated Plan
process included consultation with City residents, service providers, and selected departments. Engagement was
conducted through telephone. The anticipated outcome is better information and communication regarding lead -
based paint hazards.
4 Agency/Group/Organization Youth and Family Services
Agency/Group/Organization Type Other government – Local What section of the Plan was addressed
by Consultation?
Homeless Needs – Chronically homeless
Homeless Needs – Families with children
Homelessness Needs – Veterans
Homelessness Needs – Unaccompanied youth
Homelessness Strategy
Non-Homeless Special Needs
How was the Agency/Group/Organization
consulted and what are the anticipated
outcomes of the consultation or areas for
improved coordination?
To obtain a comprehensive assessment of the needs and
priorities within the community, the Consolidated Plan
process included consultation with City residents, service providers, and selected departments. Engagement was
conducted through telephone and email. The outcome is
expected to include better communication and referral
information for Gardena residents.
5 Agency/Group/Organization Gardena Senior Citizen Bureau Agency/Group/Organization Type Services Elderly Persons What section of the Plan was addressed
by Consultation?
Housing Need Assessment
How was the Agency/Group/Organization
consulted and what are the anticipated
outcomes of the consultation or areas for
improved coordination?
To obtain a comprehensive assessment of the needs and
priorities within the community, the Consolidated Plan
process included consultation with City residents, service providers, and selected departments. Engagement was
conducted through telephone.

Table 2 - Agencies, groups, organizations who participated Identify any Agency Types not consulted and provide rationale for not consulting The City attempts to maintain a current and comprehensive list of agencies, organizations and other stakeholders and invited representatives from each entity to participate in the planning process at multiple points in the planning process. If an agency did not attend meetings or participate in surveys, it was done so by the agency’s choice.

City of Gardena - 12 - 2025 Annual Action Plan

If an agency or organization was not consulted and would like to be included in the City’s list of stakeholders, the agency or organization may contact the Community Development Department Director at (310) 217- 9526.

Other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead
Organization
How do the goals of your Strategic Plan overlap with the goals of each plan?
Continuum of
Care
Los Angeles
Homeless
Services
Authority
The Continuum of Care works to alleviate the impact of homelessness in the community through the cooperation and collaboration of social service providers. This effort aligns with the Strategic Plan's goal to prevent and end homelessness.

City of Gardena
General Plan
Housing Element
City of Gardena
Planning
Department
The Housing Element (20 21-2029, Feb 2023 ) serves as a policy guide to help the City plan for its existing and future housing needs. This effort aligns with the Strategic Plan's goal to assist in the creation and preservation of affordable housing for low income and special needs households.

Greater LA
Homeless Count
Los Angeles
Homeless
Services
Authority
The Greater Los Angeles Homeless County Overall Results for LA Continuum of Care report includes homeless census findings, survey findings, and discussion of methodologies used. This effort aligns with the Strategic Plan's goal to prevent and end homelessness.

Table 3 - Other local / regional / federal planning efforts Narrative
Broadband
Throughout the City of Gardena, residents have consistent and multiple options to access broadband, high- speed internet offered by internet service providers such as AT&T Fiber/Internet, Spectrum, & Connect To.

For broadband download speeds of 25 megabytes per second (mbps), 100% of residents are serviced by at least three internet service providers. According to broadbandnow, the average download speed in Gardena is 100 mbps which is faster than the average internet speed in California.

Gardena complies with HUD’s Narrowing the Digital Divide Through Installation of Broadband Infrastructure in HUD-Funded New Construction and Substantial Rehabilitation of Multifamily Rental Housing (81 FR 92626) rule (effective January 19, 2017). Through this rule, all new HUD -funded multi -family construction or substantial rehabilitation has included broadband infrastructure including cables, fiber optics, wiring and wireless connectivity to ensure that each unit has the infrastructure to achieve at least 25 mbps download and 3 mbps upload speeds.

Resilience
CERT is a program designed to train residents to assist safety personnel and Gardena staff in the event of a major disaster. The City of Gardena has prepared a Disaster Plan that complies with the State of California’s City of Gardena - 13 - 2025 Annual Action Plan

Standardized (SEMS) and is complying with the CERT VolunteerNational Incident Management Systems (NIMS).

AP-12 Participation – 91.105, 91.200(c)

1. Summary of citizen participation process/Efforts made to broaden citizen participation The City Council held a public hearing on October 8, 2024, to solicit community comments and input on CAPER and the City’s performance during PY 2023-2024. Residents and stakeholders were notified of the public hearing through a publication in a local newspaper and posting on the City’s Website. The draft CAPER was available for public review and comment for a 15-day period from September 19, 2024, through October 3, 2024.

The City Council held a public hearing on May 13, 2025, to solicit community comments and input on the use of the City’s funding. Residents and stakeholders were notified of the public hearing through a publication in a local newspaper, direct email notification, and posting on the City’s Website. The draft Action Plan was available for public review and comment for a 30 -day period from April 11, 2025, through May 13, 2025 .

The draft Action Plan was available on the City’s website. Comments received during the public review period and at the Public Hearings are provided in “Appendix A” of this document.

The proposed Substantial Amendment 1 to the Action Plan includes reallocating $90,624 from the Fair Housing Services and Community Food Pantry Services Programs and $603,358 from the prior year funds for a total of $693,982 to the Residential Rehabilitatio n Program. THE City will use its General Funds to continue funding the Fair Housing and Community Food Pantry Services Program.

City of Gardena - 14 - 2025 Annual Action Plan

Mode of
Outreach
f Outreach Summary of
response/
attendance
Summary of
comments
Summary of
comments not
accepted and
reasons
URL
1 Newspaper Ad Minorities

Persons with
disabilities

Non-targeted /
broad community

Residents of
Public and
Assisted Housing
Published Notice of
the 15-day public
review and
comment period for
the 2023-2024
CAPER announcing
the public hearing
before the Gardena
City Council on
October 8, 2024, at
7:30 p.m.

No comments were
received.

N/A https://city
ofgardena.
org/cddho
mepage/
2 Public Hearing Non-
targeted/board
community
Public hearing for
the draft 2023-2024
CAPER before the
Gardena City
Council on October
8, 2025, at 7:30
p.m.

No comments were
received.

N/A N/A

3. Newspaper Ad Minorities

Persons with
disabilities

Non-targeted /
broad community

Residents of
Public and
Assisted Housing
Published Notice of
the 30-day public
review and
comment period for
the 2025-2026
Action Plan
announcing the
public hearing
before the Gardena
City Council on May
13, 2025, at 7:30
p.m.

No comments were
received.

N/A https://city
ofgardena.
org/cddho
mepage/

4. Public Hearing Non-
targeted/board
community
Public hearing for
the draft 2025-2026
Action Plan before
the Gardena City
Council on May 13,
2025, at 7:30 p.m.

No comments were
received.

N/A N/A

5. Newspaper Ad Minorities

Persons with
disabilities

Non-targeted /
broad community

Residents of
Public and
Assisted Housing
Published Notice of
the 30-day public
review and
comment period for
the Substantial
Amendment to the
2025-2026 Action
Plan announcing the
public hearing
before the Gardena
City Council on
January 13, 2026,
at 7:30 p.m.

TBD TBD https://city
ofgardena.
org/cdbg-
grants/
City of Gardena - 15 - 2025 Annual Action Plan

6. Public Hearing Non-
targeted/board
community
Public hearing for
the draft Substantial
Amendment to the
2025-2026 Action
Plan before the
Gardena City
Council on January
13, 2026, at 7:30
p.m.

TBD TBD N/A
Table 4 – Citizen Participation Outreach

City of Gardena - 16 - 2025 Annual Action Plan

Expected Resources
AP-15 Expected Resources – 91.220(c)(1,2)
Introduction
The projects and activities included in the 2025-2026 Action Plan are based on resources that are reasonably anticipated to be available to the City from federal, state, local and private sources from July 1, 2025 through June 30, 2026. The actual resources available to support activities during the implementation of the remainder of the 2021 -2025 Consolidated Plan may vary significantly due to factors outside of the City’s control. For example, HUD formula grant allocations are subject to change each year based on several factors such as the amount of the national appro priation, changes in ACS population data applied to the CPD grant formulas, statutory changes to the CPD grant formulas, the addition or removal of entitlements receiving a particular CPD grant and the availability of reallocated funds. Additionally, state, local and private resources will vary significantly depending on the economic conditions.

For the 2025-2026 Program Year, the City will receive $604,162 of new funds in addition to $603,358 of prior year funds for a total of $1,207,520 in CDBG funds. No non-federal resources are used in conjunction with the CDBG funds.

Anticipated Resources
Program Uses of Funds
Expected Amount Available Year 5 Expected Amount
Available
Remainder of Con
Plan
Narrative
Description Annual
Allocation:

Program
Income:

Prior Year
Resources:

Total:

CDBG
Acquisition
Admin and Planning
Economic Development
Housing
Public Improvements
Public Services
$604,162 $603,358 $1,207,520 $0
Based on 2025 FY
allocation from
HUD.

City of Gardena - 17 - 2025 Annual Action Plan

Program Uses of Funds
Expected Amount Available Year 5 Expected Amount
Available
Remainder of Con
Plan
Narrative
Description Annual
Allocation:

Program
Income:

Prior Year
Resources:

Total:

OTHER Housing $ $ $
Funds represent
estimated loan
repayments under
the State HOME
Program and
CalHOME
Programs.

Table 5 - Expected Resources – Priority Table
City of Gardena - 18 - 2025 Annual Action Plan

Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied The City of Gardena and HUD share a mutual interest in leveraging HUD resources to the maximum extent possible in order to deliver high-quality affordable housing, neighborhood improvement programs, supportive services, and economic development.

Entitlement Funds
Leverage, in the context of CDBG funding, means bringing other local, state, and federal financial resources to maximize the reach and impact of the City’s U.S. Department of Housing and Urban Development (HUD) funded programs. HUD, like many other federal agencies, encourages the recipients of federal monies to demonstrate that efforts are being made to strategically leverage additional funds in order to achieve greater results. Leverage is also a way to increase project efficiencies and benefit from economies of scale that often come with combining sources of funding for similar or expanded scopes. Funds will be leveraged if financial commitments toward the costs of a project from a source othe r than the originating HUD program are documented.

Other Federal Grant Programs
In addition to the CDBG entitlement dollars, the federal government has several other funding programs for community development and affordable housing activities. These include: the Section 8 Housing Choice Voucher Program, Section 202, the Affordable Housing Program (AHP) through the Federal Home Loan Bank, and others. It should be noted that in most cases the City would not be the applicant for these funding sources as many of these programs offer assistance to affordable housing developers rather than local jurisdiction.

If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan
The City does not own land or property located within the jurisdiction that may be used to address the needs identified in the plan.

Discussion
Assuming continued level funding of the CDBG program, the City expe cts to spend a considerable amount of CDBG funds on projects that provide decent housing and suitable living environment during the period of the five-year Consolidated Plan between July 2021 and June 2026.

City of Gardena - 19 - 2025 Annual Action Plan

Annual Goals and Objectives
AP-20 Annual Goals and Objectives
Goals Summary Information
Goal Name Time
Period Category Geograp-
hic Area Needs Addressed Funding Goal Outcome
Indicator
Goal 1
Program
Administration
2025-
2026
All Citywide All CDBG:
$120,832
N/A
Description: Provide for the timely and compliant administration of the CDBG program in accordance with HUD policy and federal regulations. HUD requires the City to represent Administration funds as a “goal” within the Strategic Plan so that the sources of funds (refer to Section SP -35) are fully allocated to goals.

Goal 2
Fair Housing
Services
2025-
2026
Affordable Housing
Non-Homeless
Special Needs
Citywide Fair Housing
Services
CDBG:
$0
Public service
activities other
than
Low/Moderate
Income Housing
Benefit: 188
Persons
Assisted

Description: Affirmatively further fair housing choice through the provision of fair housing education, counseling, anti -discrimination, and landlord -tenant mediation services. This includes fair housing services.

Goal 3
Services for Low
& Moderate
Income Persons
2025-
2026
Homeless Non-
Homeless Special
Needs
Citywide Public Services to
Help Low-Income
Residents Prevent
and Eliminate
Homelessness
CDBG:
$0
Public service
activities
other than
Low/Moderate
Income
Housing
Benefit: 100
Persons
Assisted

Description: Implement the Community Food Pantry Services Program to provide services to low- and moderate-income senior residents.

City of Gardena - 20 - 2025 Annual Action Plan

Goal Name Time
Period Category Geograp-
hic Area Needs Addressed Funding Goal Outcome
Indicator
Goal 4
Owner-Occupied
Rehabilitation
2025-
2026
Affordable housing Citywide Preserve the
supply of housing
affordable
Neighborhood
Preservation &
Improvement
CDBG:
$1,086,688
Homeowner
Housing
Rehabilitated:6
households
assisted

Description: Implement the Residential Rehabilitation Program to assist low - and moderate -income owners with critical repairs and general property improvements.

Table 6 – Goals Summary
Goal Descriptions
1 Goal Name Program Administration
Goal
Description
Provide for the timely and compliant administration of the CDBG program in accordance with HUD policy and federal regulations. HUD requires the City to represent Administration funds as a “goal” within the Strategic Plan so that the sources of funds (refer to Section SP-35) are fully allocated to goals.
2 Goal Name Fair Housing Services
Goal
Description
Affirmatively further fair housing choice through the provision of fair housing education, counseling, anti-discrimination, and landlord-tenant mediation services. This includes fair housing services.
3 Goal Name Services for Low- & Moderate-Income Persons Goal
Description
Implement the Community Food Pantry Services Program to provide services to low- and moderate-income senior residents.
4 Goal Name Owner-Occupied Rehabilitation
Goal
Description
Implement the Residential Rehabilitation Program to assist low - and moderate-income owners with critical repairs and general property improvements.

Estimate the number of extremely low -income, low -income, and moderate -income families to whom the jurisdiction will provide affordable housing as defined by 91.215(b).

The City of Gardena will assist approximately 16 low-income owners with home repairs through the CDBG funded Residential Rehabilitation Program.

City of Gardena - 21 - 2025 Annual Action Plan

AP-35 Projects – 91.220(d)
Introduction
To address the high priority needs identified in the Strategic Plan to the 2021 -2025 Consolidated Plan, the City of Gardena will invest CDBG funds in projects that preserve affordable housing, provide fair housing services, provide services to low- and moderate-income residents, provide services to residents with special needs, prevent homelessness, preserve neighborhoods, improve public facilities and infrastructure, and facilitate the creation or expansion of small businesses. Together, these projects wil l address the housing, community and economic development needs of Gardena residents -particularly those residents residing in the low- and moderate-income areas.

Projects
2025-2026 Projects

1. Planning and Administration

2. Residential Rehabilitation Program

Table 8 - Project Information
Describe the reasons for allocation priorities and any obstacles to addressing underserved needs Based on the Strategic Plan, the City will be allocating 100 percent of its non -administrative CDBG investment for program year 2025-2026 to projects and activities that benefit low - and moderate-income people. The primary obstacles to meeting the underserved needs of low - and moderate -income people include lack of funding from federal, state, and other local sources.

City of Gardena - 22 - 2025 Annual Action Plan

AP-38 Project Summary
Project Summary Information
1 Project Name Planning and Administration
Target Area Citywide
Goals Supported Program Administration
Needs Addressed Planning and Administration
Funding CDBG: $120,832
Description General oversight of the City's Community Development Block Grant Program.

Target Date 6/30/2026
Estimate the number and type of
families that will benefit from the
proposed activities
N/A
Location Description Citywide
Planned Activities CDBG Program Administration
Estimate the number and type of
families that will benefit from the
proposed activities
The Community Food Pantry Services Program will assist approximately 100 families/individuals with housing referrals, food bank and counseling services.

Location Description Citywide
Planned Activities Community Food Pantry Services Program – (100 People) 2 Project Name Residential Rehabilitation Program
Target Area Citywide
Goals Supported Owner-Occupied Rehabilitation
Needs Addressed Preservation of supply of Affordable Housing Neighborhood Preservation & Improvement
Funding CDBG: $1,086,688
Description Provide grants to low- and moderate-income owner occupants to make necessary repairs to their home. The goal is to preserve the quality of existing owner-occupied dwellings through rehabilitation.

Target Date 6/30/2026
Estimate the number and type of
families that will benefit from the
proposed activities
An estimated 16 households will be assisted through the City’s Residential Rehabilitation Program.

Location Description Citywide
Planned Activities Residential Rehabilitation Program - 16 Households

City of Gardena - 23 - 2025 Annual Action Plan

AP-50 Geographic Distribution – 91.220(f)
Description of the geographic areas of the entitlement (including areas of low -income and minority concentration) where assistance will be directed
In accordance with the Strategic Plan all CDBG funds will be directed toward activities benefiting low- and moderate-income residents.

Geographic Distribution
Target Area Percentage of Funds
CDBG Eligible Areas 38%
Citywide 62%
Table 9 - Geographic Distribution
Rationale for the priorities for allocating investments geographically CDBG funds will not be directed to specific geographic areas within the City. Rather, resources will be available to address the needs of all low - and moderate-income residents and residents with special needs without regard to their location within the City.

Discussion
Based on the Strategic Plan, the City is allocating 100 percent of its CDBG funds (excluding Administration) for program year 2025-2026 to projects and activities that benefit low- and moderate-income people, without regard to their physical location within the City of Gardena.

City of Gardena - 24 - 2025 Annual Action Plan

Affordable Housing
AP-55 Affordable Housing – 91.220(g)
Introduction
Two high priority affordable housing needs are identified in the 2021 -2025 Consolidated Plan and three Strategic Plan goals are established to provide the framework necessary to invest CDBG funds to address the affordable housing needs of the City.

Expand the Supply of Affordable Housing
Gardena residents have a significant need for high quality and affordable housing.

Preserve the Supply of Affordable Housing
As the City's housing stock ages, a growing percentage of housing units may need rehabilitation to allow them to remain safe and habitable. The situation is of particular concern for low - and moderate-income owners who are generally not in a financial position to properly maintain their homes.

Gardena’s housing stock is aging and residents with low and/ or fixed incomes may not be financially positioned to make necessary repairs.

Preservation of the physical and functional integrity of existing housing units occupied by low- and moderate- income households is a cost-effective way to invest limited resources to retain existing housing units that are already affordable to low - and moderate-income households in the community. Addressing substandard housing conditions through housing preservation activities provide that all economic segments of the community have the means to ensure that their property meets local standards and that all Gardena residents have the opportunity to live in decent housing.

One Year Goals for the Number of Households to be Supported Homeless 0
Non-Homeless 16
Special-Needs 0
Total 16
Table 10 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 0
The Production of New Units 0
City of Gardena - 25 - 2025 Annual Action Plan

One Year Goals for the Number of Households Supported Through Rehabilitation of Existing Units 16
Acquisition of Existing Units 0
Total 16
Table 11 - One Year Goals for Affordable Housing by Support Type Discussion
The Strategic Plan identifies a high priority need to preserve the supply of affordable housing. During the 2025-2026 program year, the City of Gardena will invest CDBG funds in an effort to preserve sixteen (16) owner-occupied housing units.

AP-60 Public Housing – 91.220(h)
Introduction
Public housing and other assisted housing programs are part of the efforts by Los Angeles County to address the affordable housing needs of extremely low - and very low-income families in Gardena. The Los Angeles County Development Authority (LACDA) oversees HUD public housing programs for participating jurisdictions, including Gardena.

The City of Gardena does not administer Section 8 and does not own HUD Public Housing; however, the City is within the service area of the Housing Authority of the County of Los Angeles (HACoLA) for the purposes of Section 8 and Public Housing.

Actions planned during the next year to address the needs to public housing The most pressing need is the high demand for affordable housing throughout Los Angeles County. This is documented by the long waitlist, which consists of 60,000 families.

Beyond the need for affordable housing, LACDA seeks to address the needs of residents to gain access to service programs such as: job training and placement and self-sufficiency.

Actions to encourage public housing residents to become more involved in management and participate in ownership
LACDA actively encourages residents to be involved in the organization through resident councils and active participation in housing authority decisions via surveys and other forms of engagement. LACDA also maintains quarterly newsletters for Section 8 ten ants, public housing residents, and Section 8 property owners.

LACDA encourages residents to explore ownership opportunities. LACDA administers Family Self ‐ Sufficiency (FSS) program for public conventional housing and Housing Choice Voucher program residents.

City of Gardena - 26 - 2025 Annual Action Plan

The FSS program provides critical tools and supportive services to foster a resident’s transition from financial and housing assistance to economic and housing self‐sufficiency, most importantly ownership.

To support this effort, LACDA utilizes marketing materials to outreach and further promote the program’s requirements and benefits to all public housing residents. For families that are eligible to participate, a Contract of Participation (COP) is prepared to govern the terms and conditions of their participation and an Individual Training Service Plan (ITSP) is created that outlines the following: supportive services to be provided, activities to be completed by the participant, and agreed upon completion dates for the services and activities. The COP is valid for five years and may be extended to allow the family to meet their ITSP goals.

Once the COP is established and the family experiences an increase in tenant rent because of earned income, an escrow account in their name is established and increased earned income is deposited into this account. Escrow accounts are disbursed to the fami ly once the family has graduated successfully from the program. Families are encouraged to utilize these funds toward educational and ownership endeavors.

If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance
N/A, LACDA is designated as a High Performing Public Housing Agency.

Discussion
LACDA is well-positioned to continue providing Section 8 Housing Choice Vouchers in the City of Gardena and throughout Los Angeles County.

AP-65 Homeless and Other Special Needs Activities – 91.220(i) Introduction
Preventing and ending homelessness is a HUD priority addressed regionally through coordination of strategies carried out locally by government agencies, community -based organizations, and faith -based groups. Consistent with this approach, the City supports the efforts of Los Angele s Homeless Services Authority (LAHSA ) and the Continuum of Care (CoC) and its member organizations that address homelessness throughout the County. The City will invest General Funds during the program year to address high priority needs identified in the 2021-2025 Consolidated Plan including preventing homelessness and providing public services to special needs populations. This will be accomplished through the City’s Youth, Senior and Family Services Program.

Describe the jurisdictions one -year goals and actions for reducing and ending homelessness including reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs
City of Gardena - 27 - 2025 Annual Action Plan

The City of Gardena supports the efforts of the Los Angles Homeless Service Authority (LAHSA), County Continuum of Care (CoC), and its member organizations. In alignment with this strategy (link to 51 strategies approved by the Los Angeles County Board of Supervisors https://homeless.lacounty.gov/strategies/) the City has set a goal of providing public services to at risk of homelessness, homeless, and special needs residents during fiscal year 2025-2026. The City of Gardena does not receive ESG funding.

To reach out to unsheltered homeless persons and assess their individual needs for the purpose of connecting them with available emergency shelter and transitional housing resources, the City of Gardena, provided information and referrals – primarily to LAHSA and United Way 2-1-1.

To address this need, the City will support its Community Food Pantry Services Program that will support 2 households over the Consolidated Plan period utilizing CDBG and General Funds. The Community Food Pantry Services Program will assist in preventing these families from becoming homeless.

Addressing the emergency shelter and transitional housing needs of homeless persons The City of Gardena supports the efforts of the Los Angles Homeless Service Authority (LAHSA), County Continuum of Care (CoC), and its member organizations to provide a spectrum of services and housing to help the homeless and those at risk of homelessness gain stability. In 2017 the City adopted a number of zoning ordinances to facilitate development of housing, shared housing, emergency and transitional shelter, and single -room occupancy housing. Furthermore, the City’s one -year goal of affordable housing preservation, development, and access addresses the underlying issue of inadequate supply of affordable housing and anticipates assisting four households. The City does not receive ESG funds.

Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again:

The City’s one -year goal of affordable housing preservation addresses the underlying issue of inadequate supply of affordable housing and anticipates assisting 10 households. Additionally, In support of CoC efforts, this Strategic Plan provides for the use of CDBG funds to support temporary rental assistance activities implemented by the City through its Youth, Senior and Family Services Program to help prevent and eliminate homelessness.
• For the next five years, the new plan recommends the following strategies to reduce homelessness throughout the County: Know who is homeless and what they need – Conduct a count of every person living on the streets, shelters, or other places not fit for human habitation to understand the scope of homelessness in each community.

City of Gardena - 28 - 2025 Annual Action Plan

• Create the housing and the services to help people thrive - Create affordable housing units through acquisition or rehabilitation of existing buildings and provide supportive services in permanent supportive housing that are critical to housing retention. • Shift to a Housing First System, a system through which homeless people are back in permanent housing in less than 30 days and there are few requirements for housing.

By fully investing in solutions that work and getting communities to get involved at every level (i.e., federal, state, and local, for profit organizations, non-provident organizations, and residents) the end of homelessness throughout Los Angeles County can be possible.

Helping low-income individuals and families avoid becoming homeless, especially extremely low - income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs
The strategies discussed above will help low-income individuals and families avoid becoming homeless. An individual or family is considered at-risk of becoming homeless if it experiences extreme difficulty maintaining their housing and has no reasonable alternatives for obtaining subsequent housing. Homelessness often results from a complex set of circumstances that require people to choose between food, shelter, and other basic needs. Examples of common circumstances t hat can cause homelessness include eviction, loss of income, insufficient income, disability, increase in the cost of housing, discharge from an institution, irreparable damage, or deterioration to housing, and fleeing from family violence.

Discussion
With limited CDBG resources available, the City is investing General Funds through its Community Food Pantry Services Program to prevent homelessness in Gardena.

AP-75 Barriers to Affordable Housing – 91.220(j)
Introduction
A barrier to affordable housing is a public policy or nongovernmental condition that constrains the development or rehabilitation of affordable housing. Barriers can include land use controls, property taxes, state prevailing wage requirements, environmental protection, cost of land, and monetary resources. Barriers to affordable housing are distinguished from impediments to fair housing choice in the sense that barriers are lawful and impediments to fair housing choice are usually unlawful.

Based on information gathered during community meetings, the Consolidated Plan Needs Assessment Survey, the 2021-2029 Housing Element and market analysis, the primary barriers to affordable housing in City of Gardena - 29 - 2025 Annual Action Plan

Gardena are housing affordability and the lack of monetary resources necessary to develop and sustain affordable housing. The two barriers are related in the sense that demand for affordable housing exceeds the supply and insufficient resources are available to increase the supply of affordable housing to meet demand.

Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment
In the development of the 2021-2029 Housing Element, the City evaluated significant public policies affecting affordable housing development such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges and growth limitations. Based on this evaluation, the City determined that it has taken all necessary steps to ameliorate the negative effects of public policies that may have been a barrier to affordable housing. Moreover, the City is actively engaged with affor dable housing developers concerning the siting of affordable housing and ensuring that the entitlement process runs smoothly from inception to completion.

Discussion
To address housing affordability and the lack of monetary resources for affordable housing, the 20 21-2025 Consolidated Plan - Strategic Plan calls for the investment of a significant portion of CDBG funds for the preservation of 150 existing affordable owner-occupied housing units over the next five years.

AP-85 Other Actions – 91.220(k)
Introduction
The City of Gardena’s planned investment of CDBG funds through the 2025-2026 Action Plan will address obstacles to fostering development of and maintaining existing affordable housing; evaluating and reducing lead-based paint hazards; reducing the number of families living in at or below the poverty line; developing institutional structure; and enhanced coordination among collaborative agencies and organizations.

Additionally, this section will identify obstacles to meeting underserved populations needs and propose action to overcome those obstacles.

Actions planned to address obstacles to meeting underserved needs The primary obstacles to meeting the underserved needs of low- and moderate-income people include lack of funding from federal, state and other local sources, the high cost of housing that is not affordable to low - income people. To address these obstacles, at least in part, the City is investing CDBG funds through the 2025-2026 Action Plan in projects that will support the preservation of owner -occupied housing units that are affordable to low- and moderate-income families and programs that provide public services to low- and moderate-income people and those with special needs and programs that prevent homelessness. To City of Gardena - 30 - 2025 Annual Action Plan

address underserved needs, the City is allocating 100 percent of its CDBG (excluding Administration) funds for program year 2025-2026 to projects and activities that benefit low- and moderate-income people.

Actions planned to foster and maintain affordable housing In the implementation of the 2025-2026 Annual Action Plan, the City will invest CDBG funds to preserve and maintain affordable housing by operating the Residential Rehabilitation Program which provides grants to low- and moderate-income owners of single-family detached properties in the City of Gardena.

Actions planned to reduce lead-based paint hazards
The Residential Lead Based Paint Hazard Reduction Act of 1992 (Title X) emphasizes prevention of childhood lead poisoning through housing-based approaches. To reduce lead-based paint hazards, the City of Gardena Residential Rehabilitation Program will conduct lead -based paint testing and risk assessments for each property assisted that was built prior to January 1, 1978 and will incorporate safe work practices or abatement into the scope of work as required to reduce lead -based paint hazar ds in accordance with 24 CFR Part 35.

Actions planned to reduce the number of poverty-level families The implementation of CDBG activities meeting the goals established in the Consolidated Plan-Strategic Plan and this Action Plan will help to reduce the number of poverty-level families by:
• Continuing to fund the Gardena Family Child Care Program (GFCC). • Continuing to fund the Youth, Senior and Family Services Program. • Supporting activities that expand the supply of housing that is affordable to low - and moderate- income households.
• Supporting activities that preserve the supply of decent housing that is affordable to low - and moderate-income households.
• Supporting a continuum of housing programs to prevent and eliminate homelessness; and • Supporting housing preservation programs that assure low-income households have a safe, decent, and appropriate place to live.

In addition to these local efforts, mainstream state and federal resources also contribute to reducing the number of individuals and families in poverty. Federal programs such as the Earned Income Tax Credit and Head Start providing pathways out of poverty for families who are ready to pursue employment and educational opportunities. Additionally, in California, the primary programs that assist families in poverty are CalWORKS, CalFresh (formerly food stamps) and Medi -Cal. Together; these programs provide i ndividuals and families with employment assistance, subsidy for food, medical care, childcare and cash payments to meet basic needs such as housing, nutrition and transportation. Other services are available to assist persons suffering from substance abuse, domestic violence, and mental illness.

Actions planned to develop institutional structure
City of Gardena - 31 - 2025 Annual Action Plan

The institutional delivery system in Gardena is high -functioning and collaborative —particularly the relationship between local government and the nonprofit sector comprised of a network of capable nonprofit organizations that are delivering a full range of services to residents. Strong City departments anchor the administration of HUD grant programs and the housing, community and economic development activities that are implemented by the City.

In order to support and enhance this existing institutional structure, the City of Gardena will collaborate with nonprofit agencies to ensure that the needs of low - and moderate-income residents are met as envisioned within the 2021-2025 Consolidated Plan - Strategic Plan.

Actions planned to enhance coordination between public and private housing and social service agencies
To enhance coordination between public and private housing and social service agencies, the City will continue consulting with and inviting the participation of a wide variety of agencies and organizations involved in the delivery of housing and supportive services to low - and moderate-income residents in Gardena— particularly the low-and moderate- income areas.

Discussion:

In the implementation of the 2025-2026 Annual Action Plan, the City will invest CDBG resources to address obstacles to meet underserved needs, preserve affordable housing, reduce lead -based paint hazards, reduce the number of poverty -level families, develop institutional structure and enhance coordination between public and private housing and social service agencies.

Program Specific Requirements
AP-90 Program Specific Requirements – 91.220(l)(1,2,4)
Introduction
In the implementation of programs and activities under the 2025-2026 Annual Action Plan, the City of Gardena will follow all HUD regulations concerning the use of program income, forms of investment, overall low- and moderate-income benefit for the CDBG program. The years covered that CDBG funds will be used for activities that benefit persons of low and moderate income include – 2023, 2024, 2025.

Community Development Block Grant Program (CDBG)
Reference 24 CFR 91.220(l)(1)
Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be City of Gardena - 32 - 2025 Annual Action Plan

carried out.

1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0

2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0

3. The amount of surplus funds from urban renewal settlements 0

4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0

5. The amount of income from float-funded activities 0
Total Program Income: 0
Other CDBG Requirements

1. The amount of urgent need activities 0

2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan – 2023, 2024, 2025
100.00%

APPENDIX
A

Citizen
Participation

NOTICE OF PUBLIC HEARING

AND REVIEW OF PROPOSED SUBSTANTIAL AMENDMENT
FOR FY 2025-2026 ANNUAL ACTION PLAN
PUBLIC NOTICE IS HEREBY GIVEN that the City Council of the City of Gardena will conduct a public hearing on Tuesday, January 13, 2025 at 7:30 p.m. in the City Hall Council Chambers, 1700 W. 162nd Street, Gardena, California for the purpose of approving a Substantial Amendment to the Annual Action Plan for Program Year 2025–2026. The Action Plan is an implementation plan, required by the U.S. Department of Housing and Urban Development (HUD), which describes projects and activities the City of Gardena will fund under the federal Community Development Block Grant (CDBG) program. The proposed Substantial Amendment to the Ac- tion Plan includes reallocating $90,624 from the Fair Housing Services and Community Food Pantry Services Programs and $603,358 from the prior year rollover funds for a total of $693,982 to the Residential Rehabilitation Program.

Amended/Restated CDBG Activities for FY 2025-2026
All interested persons may appear before the City Council at said hearing and will be given an opportunity to comment on the proposed Substantial Amendment to the Action Plan for program year 2025-26 at the public hear- ing. A draft copy of the Substantial Amendment will also be available for re- viewing on Friday, December 12, 2025, through Tuesday, January 13, 2026, during normal business hours at the following location: City of Gardena Community Development Department, 1700 W 162nd Street, Gardena, CA 90247; and at https://cityofgardena.org/cdbg-grants/. In addi- tion, written comments may be submitted to the City Council prior to the hearing via U.S. Mail to the attention of City Clerk’s Office, City of Gardena, 1700 W 162nd Street, Gardena, CA 90247 or via email to
[email protected].

If you wish to challenge the above item in court, the challenge will be lim- ited only to those issues you or someone else raised at the public hearing in written correspondence delivered to the City at or prior to the public hear- ing as described in this notice. The City cannot be held responsible for U.S.

Mail that is not received prior to the hearing.

Americans with Disabilities Act (ADA): The City of Gardena, in complying with the Americans with Disabilities Act (ADA), requests individuals who re- quire special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the City Clerk’s Office by email [email protected] at least 6 hours prior to the scheduled spe- cial meeting to ensure assistance is provided. Assistive listening devices are available.

Spanish:

Si necesita más información sobre este aviso o la traducción de docu- mentos en español, comuníquese con Greg Tsujiuchi al (310) 217-9526.

Equal Opportunity
The City does not and shall not discriminate on the basis of race, color, reli- gion, sex, disability, familial status, or national origin, in any of its activities or operations.
/s/ MINA SEMENZA

CITY CLERK
Gardena Valley News 12/11/2025-159098

TO: Gardena Valley News DATE: September 11, 2024
FROM: City of Gardena
Publication Date: September 19, 2024

NOTICE OF COMMENT PERIOD AND PUBLIC HEARING
FOR THE DRAFT FY 2023-2024

CONSOLIDATED ANNUAL PERFORMANCE EVALUATION REPORTS (CAPER)

CITY OF GARDENA

PUBLIC NOTICE IS HEREBY GIVEN that pursuant to the U.S. Department of Housing and Urban Development (HUD) regulations, the City of Gardena has prepared a draft Consolidated Annual Performance Evaluation Report (CAPER) for the 2023 -2024 Fiscal Year. The draft CAPER will be available for public review and comment from September 19, 2024 through October 3, 2024.

The CAPER provides an assessment of the City's performance in using Community Development Block Grant (CDBG) funds in meeting the City’s housing and community development goals that were included in the 2023-2024 Annual Action Plan.

During the public comment period, the draft document is available for public inspection on the City’s website at www.cityofgardena.org, Gardena City Clerk’s Office, Gardena City Manager’s Office, Gardena Human Services Division, Mayme Dear Memorial Library, and Nakaoka Community Center. Copies may also be provided upon request by contacting Greg Tsujiuchi, Director of Community Development at (310) 217-9526.

PUBLIC NOTICE IS HEREBY FURTHER GIVEN that the City Council of the City of Gardena will conduct a public hearing on Tuesday, October 8, 2024, at 7:30 p.m. in the City Hall Council Chambers, 1700 W. 162nd Street, Gardena, California f or the purpose of 1) receiving public comment on the draft FY2023 -2024 CAPER report, and (2) approving the submission of the reports to the U.S. Department of Housing and Urban Development (HUD).

All interested persons may appear before the City Council at said hearing and will be given an opportunity to comment on the above -referenced item at the public hearing and any subsequent public hearings conducted related to the item . In addition, written comments may be submitted to the City Council prior to the hearing via U.S. Mail to the attention of City Clerk’s Office, City of Gardena, 1700 W 162nd Street, Gardena, CA 90247 or via email to [email protected]. Please reference the hearing title and date of the hearing in any correspondence.

If you wish to challenge the above item in court, the challenge will be limited only to those issues you or someone else raised at the public hearing in written correspondence delivered to the City at or prior to the public hearing as described in this notice. The City cannot be held responsible for U.S. Mail that is not received prior to the hearing.

Americans with Disabilities Act (ADA) : The City of Gardena, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the City Clerk’s Office by email [email protected] at least 24 hours prior to the scheduled special meeting to ensure assistance is provided. Assistive listening devices are available.

Spanish:

Si necesita más información sobre este aviso o la traducción de documentos en español, comuníquese con Greg Tsujiuchi al (310) 217-9526.

Korean:
이 통지 또는 한국어 문서 번역에 대한 자세한 정보가 필요한 경우 (310) 217-9526으로
Greg Tsujiuchi에게 문의하십시오.

Japanese:
この通知または日本語の文書の翻訳に関する詳細情報が必要な場合は、Greg
Tsujiuchi((310)217-9526)にお問い合わせください。

/s/ MINA SEMENZA

CITY CLERK

NOTICE OF COMMENT PERIOD AND PUBLIC HEARING
FOR THE DRAFT FY 2025-2026 ANNUAL ACTION PLAN

PUBLIC NOTICE IS HEREBY GIVEN that The City of Gardena has prepared a proposed draft 2025-2026 Annual Action Plan and is seeking public comment from interested residents. The Annual Action Plan is the City’s annual application to the U.S.

Department of Urban Housing Development (HUD). The draft 2025-2026 Annual Action Plan proposes to allocate approximately $616,463 of new CDBG funds to eligible projects and activities. HUD has not yet released the 2025-2026 Annual Allocations. For this reason, HUD has advised the City to prepare this draft document utilizing the current year annual allocation and include language detailing the methodology by which the City will reallocate funds should the 2025-2026 annual allocation increase or decrease. Per Federal Regulation 24 CFR 91.105 (b) (4), the City is required to provide a 30-day public comment period. The public review and written comment period begins April 11, 2025 and runs through May 13, 2025.

During the public comment period, the draft documents are available for public inspection on the City’s website at www.cityofgardena.org. Copies may also be provided upon request by contacting Greg Tsujuichi at (310) 217-9526.

PUBLIC NOTICE IS HEREBY FURTHER GIVEN that the City Council of the City of Gardena will conduct a public hearing on Tuesday, May 13, 2025, at 7:30 p.m. or soon thereafter as the matter shall be heard, in the City Hall Council Chambers, 1700 W. 162nd Street, Gardena, California for the purpose of 1) receiving public comment on the draft One-Year Acton Plan (2025-26), and (2) approving the submission of the document to the U.S. Department of Housing and Urban Development (HUD).

All interested persons may appear before the City Council at said hearing and will be given an opportunity to comment on the above-referenced item at the public hearing and any subsequent public hearings conducted related to the item. In addition, written comments may be submitted to the City Council prior to the hearing via U.S. Mail to the attention of City Clerk’s Office, City of Gardena, 1700 W 162nd Street, Gardena, CA 90247 or via email to [email protected]. Please reference the hearing title and date of the hearing in any correspondence.

Americans with Disabilities Act (ADA): The City of Gardena, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the City Clerk’s Office by email [email protected] at least 6 hours prior to the scheduled special meeting to ensure assistance is provided.

Assistive listening devices are available.

Language Access Pursuant to Executive Order 13166: Si necesita más información sobre este aviso o la traducción de documentos en español, comuníquese con el Departamento de Desarrollo Comunitario al 310-217-9531.

Limited English Proficiency (LEP)
An interpreter for Limited English-speaking persons with Limited English Proficiency (LEP) can be made available at public hearing meetings. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements. If you require program documents pertinent to the use of federal funds to be translated into a different language, the City will make reasonable efforts to accommodate your request.

Equal Opportunity
The City does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.

Gardena Valley News
4/10/25
S Normandie Ave

SUMMARY OF PUBLIC COMMENTS

The following written comments were received during the public review period from September 19, 2024, to October 3, 2024:
• No comments received.

The following oral testimony was provided during the Public Hearing on October 8, 2024:
• No comments were received.

The following written comments were received during the public review period from April 11, 2025, to May 13, 2025:
• No comments were received.

The following oral testimony was provided during the Public Hearing on May 13, 2025:
• No comments were received.

The following written comments were received during the public review period from December 12, 2025, to January 13, 2026:
• TBD
The following oral testimony was provided during the Public Hearing on January 13, 2026:
• TBD

APPENDIX
B

Grantee Unique Appendices

2024 CDBG Low- and Moderate-Income Summary Data
Name Tract Block Group LowMod LowMod Univ LowMod %
Gardena 602601 1 1,005 2,105 47.70%
Gardena 602602 1 1,275 1,915 66.60%
Gardena 602900 1 1,175 1,575 74.60%
Gardena 603004 1 1240 1655 74.90%
Gardena 603005 1 1755 2915 60.20%
Gardena 603006 1 600 1230 48.80%
Gardena 603007 1 785 1585 49.50%
Gardena 603008 1 1170 1250 93.60%
Gardena 603101 1 1010 1830 55.20%
Gardena 603102 1 1060 1370 77.40%
Gardena 603200 1 345 865 39.90%
Gardena 603301 1 570 920 62.00%
Gardena 603302 1 455 1080 42.10%
Gardena 603400 1 775 1280 60.50%
Gardena 603500 1 320 840 38.10%
Gardena 603600 1 1040 1750 59.40%
Gardena 602601 2 300 675 44.40%
Gardena 602602 2 645 1030 62.60%
Gardena 602900 2 1100 1570 70.10%
Gardena 603005 2 1045 1845 56.60%
Gardena 603006 2 170 440 38.60%
Gardena 603007 2 1325 2160 61.30%
Gardena 603008 2 700 1735 40.30%
Gardena 603101 2 550 1485 37.00%
Gardena 603102 2 645 1215 53.10%
Gardena 603200 2 600 1235 48.60%
Gardena 603301 2 700 1340 52.20%
Gardena 603302 2 1005 1985 50.60%
Gardena 603400 2 595 1330 44.70%
Gardena 603500 2 445 1160 38.40%
Gardena 603600 2 490 965 50.80%
Gardena 602601 3 880 1555 56.60%
Gardena 602900 3 770 1145 67.20%
Gardena 603005 3 1530 1865 82.00%
Gardena 603101 3 750 1165 64.40%
Gardena 603102 3 565 815 69.30%
Gardena 603200 3 415 1185 35.00%
Gardena 603301 3 585 1100 53.20%
Gardena 603302 3 580 790 73.40%
Gardena 603400 3 380 1210 31.40%
Gardena 603500 3 795 1105 71.90%
Gardena 603600 3 985 1675 58.80%
Gardena 602601 4 565 690 81.90%
33,695 58,635 57.47%

APPENDIX
C

SF
-
424,
SF
-
424B
, & Certifications

NOTICE OF PUBLIC HEARING

Mail that is not received prior to the hearing.

Spanish:

Si necesita más información sobre este aviso o la traducción de docu- mentos en español, comuníquese con Greg Tsujiuchi al (310) 217-9526.

CITY CLERK
Gardena Valley News 12/11/2025-159098

City of Gardena
Gardena City Council
Meeting

AGENDA REPORT

SUMMARY

Agenda Item No. 17A.

Section: DEPARTMENTAL

ITEMS - PUBLIC WORKS
Meeting Date: January 13,
2026

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE: Consideration of a Request to Approve the Assignment of the Amended and Restated Agreement Between City of Gardena and Waste Resources of Gardena for Solid Waste Handling Services to USA Waste of California, Inc. and Approve Consent to Assignment and First Amendment to Agreement for Integrated Solid Waste Management Services
COUNCIL ACTION REQUIRED:

Staff Recommendation: Approve the Assignment of the Amended and Restated Agreement between the City of Gardena and Waste Resources of Gardena for Solid Waste Handling Services to USA Waste of California, Inc. and Approve the Consent to Assignment and First Amendment to Agreement for Integrated Solid Waste Management Services

RECOMMENDATION AND STAFF SUMMARY:

On March 22, 2022, the City entered into a 10-year solid waste management contract with Waste Resources of Gardena (WRG). On July 9, 2025, Waste Resources Technologies, Inc. notified the City of its proposed transaction to sell their assets including WRG to USA Waste of California, Inc. (WM). As part of this transaction, WRG’s current Franchise Agreement with the City would be assigned to WM. The purpose of the notification letter was to request the City provide its consent to assign the current Franchise Agreement to WM.

To assess the request for assignment, the City's on-call firm, HF&H Consultants, conducted a comprehensive review. This included analyzing WM’s financial statements from the past three operating years to evaluating its financial stability and confirming that WM has not faced significant citations or other sanctions from any federal, state, or local agencies within the last five years. Additionally, HF&H Consultants evaluated WM’s plan to meet the City’s 27% minimum diversion requirement and reviewed the calculation of the estimated transfer fee to be paid to the City. Lastly, WM was found to have extensive experience in solid waste management, spanning over 10 years.

As part of the negotiations, amendments to the Franchise Agreement were proposed to better align with the City’s needs and enhance service for residents and business owners. These revisions are attached in a summary prepared by HF&H Consultants and incorporated in the proposed First Amendment to Agreement for Integrated Solid Waste Management Services.

In accordance with section 12.5 of the Franchise Agreement, if the assignment is approved, the City will receive a transfer payment of approximately $1,260,000 that would be paid two (2) days before the close of the transfer between WRT and WM. This is based upon the remaining term of the agreement and the expected gross revenues that would have been collected by WRG. In addition, the City will receive reimbursement for HF&H Consultants assignment review and legal fees for reviewing the Consent to Assignment and First Amendment to Agreement for Integrated Solid Waste Management Services.

Staff recommends that the City Council Approve the Assignment of the Amended and Restated Agreement between the City of Gardena and Waste Resources of Gardena for Solid Waste Handling Services to USA Waste of California, Inc. and Approve the Consent to Assignment and First Amendment to Agreement for Integrated Solid Waste Management Services.

FISCAL IMPACT/COST:

The City will continue to receive fees per the current Franchise Agreement.

The City will receive an estimated $1,260,000 due to the reassignment.

APPROVED:
___________________________
Clint Osorio, City Manager
Attachments
Current WRG Franchise Agreement.pdf
Summary of Franchise Agreement Updates.pdf
Consent to Assignment and First Amendment to Solid Waste Agreement.pdf

01001.0014/526416.2

AMENDED AND RESTATED AGREEMENT

BETWEEN

CITY OF GARDENA
AND

WASTE RESOURCES OF GARDENA
FOR

INTEGRATED SOLID WASTE

MANAGEMENT SERVICES
* * *

March 22, 2022

March 22, 2022 i City of Gardena

TABLE OF CONTENTS
Page
RECITALS ................................................................................................................................................................................. 1 ARTICLE 1: DEFINITIONS ................................................................................................................................................... 3

1.1 AB 1826 ................................................................................................................................................................... 3

1.2 AB 341 ..................................................................................................................................................................... 3

1.3 AB 827 ..................................................................................................................................................................... 3

1.4 AB 939 ..................................................................................................................................................................... 3

1.5 AFFILIATE ................................................................................................................................................................. 3

1.6 AGREEMENT ............................................................................................................................................................. 4

1.7 ALTERNATIVE FACILITY ........................................................................................................................................... 4

1.8 APPLICABLE LAW ..................................................................................................................................................... 4

1.9 APPROVED FACILITIES .............................................................................................................................................. 4

1.10 BACK-HAUL ............................................................................................................................................................. 5

1.11 BILLINGS .................................................................................................................................................................. 5

1.12 BIN ........................................................................................................................................................................... 5

1.13 BLUE CONTAINER ..................................................................................................................................................... 5

1.14 BROWN CONTAINER ................................................................................................................................................. 5

1.15 BULKY ITEMS ........................................................................................................................................................... 5

1.16 CALIFORNIA CODE OF REGULATIONS (CCR) ............................................................................................................ 6

1.17 CALRECYCLE ............................................................................................................................................................ 6

1.18 CART ........................................................................................................................................................................ 6

1.19 CITY.......................................................................................................................................................................... 6

1.20 CITY MANAGER ........................................................................................................................................................ 6

1.21 COLLECT, COLLECTED AND COLLECTION ................................................................................................................. 6

1.22 COMMERCIAL ........................................................................................................................................................... 6

1.23 COMMERCIAL EDIBLE FOOD GENERATORS ............................................................................................................... 6

1.24 COMMERCIAL PREMISES ........................................................................................................................................... 7

1.25 CONTRACTOR COMPENSATION ................................................................................................................................. 7

1.26 COMPOST .................................................................................................................................................................. 7

1.27 COMPOSTABLE PLASTICS .......................................................................................................................................... 7

1.28 CONSTRUCTION AND DEMOLITION DEBRIS ............................................................................................................... 7

1.29 CONTAINERS ............................................................................................................................................................. 7

1.30 CONTRACTOR ........................................................................................................................................................... 8

1.31 CONTRACT YEAR ...................................................................................................................................................... 8

1.32 CPI ........................................................................................................................................................................... 8

1.33 CUSTOMER ................................................................................................................................................................ 8

1.34 DESIGNATED WASTE ................................................................................................................................................ 8

1.35 DISCARDED MATERIALS ........................................................................................................................................... 8

1.36 DISPOSAL OR DISPOSED ............................................................................................................................................ 9

1.37 DISPOSAL SITE(S) ..................................................................................................................................................... 9

1.38 DIVERT OR DIVERSION .............................................................................................................................................. 9

1.39 EDIBLE FOOD ............................................................................................................................................................ 9

1.40 ELECTRONIC WASTE OR E-WASTE ........................................................................................................................... 9

1.41 ENVIRONMENTAL LAW ............................................................................................................................................. 9

1.42 EXCLUDED WASTE ................................................................................................................................................. 10

1.43 FACILITY ................................................................................................................................................................. 10

1.44 FOOD RECOVERY .................................................................................................................................................... 10

1.45 FOOD RECOVERY ORGANIZATION .......................................................................................................................... 10

1.46 FOOD RECOVERY SERVICE ..................................................................................................................................... 11

March 22, 2022 ii City of Gardena

1.47 FOOD SCRAPS ......................................................................................................................................................... 11

1.48 FOOD-SOILED PAPER .............................................................................................................................................. 11

1.49 FOOD WASTE .......................................................................................................................................................... 11

1.50 FRANCHISE ............................................................................................................................................................. 11

1.51 FRANCHISE FEE ...................................................................................................................................................... 11

1.52 GENERATOR ............................................................................................................................................................ 12

1.53 GRAY/BLACK CONTAINER ...................................................................................................................................... 12

1.54 GRAY/BLACK CONTAINER WASTE ......................................................................................................................... 12

1.55 GREEN CONTAINER ................................................................................................................................................. 12

1.56 GREEN WASTE ........................................................................................................................................................ 12

1.57 GROSS REVENUES ................................................................................................................................................... 12

1.58 HAZARDOUS SUBSTANCE ........................................................................................................................................ 12

1.59 HOUSEHOLD HAZARDOUS WASTE (“HHW”) .......................................................................................................... 13

1.60 INCOMPATIBLE MATERIALS .................................................................................................................................... 13

1.61 LARGE EVENT ......................................................................................................................................................... 13

1.62 LARGE VENUE ........................................................................................................................................................ 13

1.63 MATERIALS RECOVERY FACILITY (“MRF”) ........................................................................................................... 14

1.64 MIXED WASTE ORGANIC COLLECTION STREAM OR MIXED WASTE ....................................................................... 14

1.65 MULCH ................................................................................................................................................................... 14

1.66 MULTI-UNIT RESIDENTIAL PREMISES ..................................................................................................................... 15

1.67 NON-COMPOSTABLE PAPER .................................................................................................................................... 15

1.68 NON-ORGANIC RECYCLABLES ................................................................................................................................ 15

1.69 ORGANIC WASTE .................................................................................................................................................... 15

1.70 OWNER ................................................................................................................................................................... 15

1.71 PERSON ................................................................................................................................................................... 15

1.72 PREMISES ................................................................................................................................................................ 15

1.73 PROCESS, PROCESSED, OR PROCESSING .................................................................................................................. 16

1.74 PROHIBITED CONTAINER CONTAMINANTS .............................................................................................................. 16

1.75 PROPOSITION 218 .................................................................................................................................................... 16

1.76 PUTRESCIBLE WASTE .............................................................................................................................................. 16

1.77 QUARANTINED ORGANIC WASTE ........................................................................................................................... 16

1.78 RECYCLING ............................................................................................................................................................. 16

1.79 RECYCLABLE MATERIALS ...................................................................................................................................... 17

1.80 REFUSE ................................................................................................................................................................... 17

1.81 RENEWABLE NATURAL GAS (RNG) ....................................................................................................................... 17

1.82 RESIDENTIAL .......................................................................................................................................................... 18

1.83 RESIDENTIAL PREMISES .......................................................................................................................................... 18

1.84 ROLL-OFF BOX ....................................................................................................................................................... 18

1.85 SB 1383 .................................................................................................................................................................. 18

1.86 SELF-HAULER ......................................................................................................................................................... 18

1.87 SHARPS ................................................................................................................................................................... 18

1.88 SINGLE-UNIT RESIDENTIAL PREMISES .................................................................................................................... 19

1.89 SOLID WASTE ......................................................................................................................................................... 19

1.90 SOLID WASTE HANDLING SERVICES ....................................................................................................................... 19

1.91 SOURCE SEPARATED ............................................................................................................................................... 19

1.92 SOURCE SEPARATED BLUE CONTAINER ORGANIC WASTE ..................................................................................... 20

1.93 SOURCE SEPARATED BROWN CONTAINER FOOD WASTE ........................................................................................ 20

1.94 SOURCE SEPARATED GREEN CONTAINER ORGANIC WASTE ................................................................................... 20

1.95 SOURCE SEPARATED RECYCLABLE MATERIALS ..................................................................................................... 20

1.96 STATE ..................................................................................................................................................................... 20

1.97 TIER ONE COMMERCIAL EDIBLE FOOD GENERATORS ............................................................................................ 20

1.98 TIER TWO COMMERCIAL EDIBLE FOOD GENERATORS ............................................................................................ 21

1.99 TRANSFER ............................................................................................................................................................... 21

1.100 TRANSPORTATION OR TRANSPORT .......................................................................................................................... 21

1.101 UNIVERSAL WASTE ................................................................................................................................................ 22

March 22, 2022 iii City of Gardena
ARTICLE 2: GRANT AND ACCEPTANCE OF FRANCHISE ........................................................................................ 23

2.1 GRANT AND ACCEPTANCE OF FRANCHISE, INDEMNITY OF AWARD ........................................................................ 23

2.2 EXCLUSIVE NATURE OF FRANCHISE ....................................................................................................................... 23

2.3 EFFECTIVE DATE .................................................................................................................................................... 24

2.4 TERM OF AGREEMENT ............................................................................................................................................ 24

2.5 OPTION TO EXTEND TERM ...................................................................................................................................... 24

2.6 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR ........................................................................................ 24

2.7 CONDITIONS TO EFFECTIVENESS OF AGREEMENT ................................................................................................... 25

2.8 DELEGATION OF AUTHORITY .................................................................................................................................. 26

2.9 LIMITATIONS TO SCOPE .......................................................................................................................................... 26

2.10 CITY’S RIGHT TO DIRECT CHANGES ....................................................................................................................... 28

2.10.1 General ....................................................................................................................... ........................... 28

2.10.2 New Diversion Programs ....................................................................................................................... 28

2.10.3 City's Right to Acquire Services ............................................................................................................. 29

2.10.4 Flow Control Option .............................................................................................................................. 29

2.11 OWNERSHIP OF SOLID WASTE ................................................................................................................................ 29

2.12 CONTRACTOR STATUS ............................................................................................................................................ 30

2.13 CONTRACTOR AUTHORIZATION .............................................................................................................................. 30

2.14 ANNEXATIONS ........................................................................................................................................................ 30

2.15 MANDATORY SERVICE ............................................................................................................................................ 30

2.16 PERMITS AND LICENSES .......................................................................................................................................... 31 ARTICLE 3: FRANCHISE FEE, ADMINISTRATIVE FEE & RECYCLING SURCHARGE ..................................... 32

3.1 FRANCHISE FEE ...................................................................................................................................................... 32

3.1.1 Section Reserved .................................................................................................................................... 32

3.1.2 Quarterly Franchise Fee ........................................................................................................................ 32

3.1.3 Time and Method of Quarterly Franchise Fee Payment ........................................................................ 32

3.2 AB 939/SB 1383 REGULATORY REIMBURSEMENT ................................................................................................. 32

3.2.1 Amount ................................................................................................................................................... 32

3.2.2 Time and Method of Payment ................................................................................................................ 33

3.3 SECTION RESERVED ................................................................................................................................................ 33

3.4 OTHER FEES ............................................................................................................................................................ 33

3.5 CONTRACTING FEE ................................................................................................................................................. 33

3.6 PAYMENTS IN LIEU OF OTHER TAXES ..................................................................................................................... 33 ARTICLE 4: DIRECT SERVICES ....................................................................................................................................... 34

4.1 REFUSE ................................................................................................................................................................... 34

4.1.1 General ....................................................................................................................... ........................... 34

4.1.2 Residential Cart Refuse Collection ........................................................................................................ 34

4.1.3 Service for Disabled Customers ............................................................................................................. 34

4.1.4 Bin Refuse Collection ............................................................................................................................. 35

4.1.5 Commercial Premises Cart Service ....................................................................................................... 35

4.1.6 Overflowing Containers ......................................................................................................................... 35

4.1.7 Roll-off Box Service .......................................................................................................... ..................... 36

4.1.8 Temporary Bin Service ........................................................................................................................... 36

4.1.9 Scout Service .......................................................................................................................................... 36

4.1.10 Bin Pushout Service ............................................................................................................................... 36

4.1.11 Locking Bins ........................................................................................................................................... 37

4.1.12 Return Trip Fee ...................................................................................................................................... 37

4.1.13 On-Call Bulky Item Pickup .................................................................................................................... 37

4.1.14 Bulky Item Diversion .............................................................................................................................. 38

4.1.15 Diversion of Electronic and Other Special Wastes ................................................................................ 39

4.1.16 Sharps Collection Program...................................................................................................... .............. 39

4.1.17 Medication Takeback Program .............................................................................................................. 39

March 22, 2022 iv City of Gardena

4.2 RECYCLING ............................................................................................................................................................. 39

4.2.1 General ....................................................................................................................................................... 39

4.2.2 Source Separated Recyclable Materials Collection for Cart Refuse Customers ................................... 39

4.2.3 Commercial Recycling ........................................................................................................................... 40

4.2.4 Mandatory Commercial and Multi-Unit Residential Premises Source Separated Recyclable Materials Program 40

4.2.5 Marketing and Sale of Recyclable Materials ......................................................................................... 41

4.2.6 Minimum Recycling Requirements ......................................................................................................... 41

4.3 ORGANICS WASTE PROGRAM – GENERAL .............................................................................................................. 42

4.3.1 Organic Waste Cart Collection .............................................................................................................. 42

4.3.2 Holiday Tree Collection Program ......................................................................................................... 43

4.3.3 Commercial and Multi-Unit Residential Premises Organics Collection ............................................... 43

4.3.4 Collection ............................................................................................................................................... 43

4.3.5 Mandatory Commercial and Multi-Unit Residential Premises Organic Waste Program ...................... 43

4.3.6 Roll-off Box Source Separated Organic Waste Collection Service ........................................................ 44

4.3.7 Food Recovery Assistance....................................................................................................... ............... 44

4.4 CITY FACILITIES COLLECTION ................................................................................................................................ 45

4.4.1 City Sponsored Events ......................................................................................................... .................. 45

4.4.2 Section Reserved ................................................................................................................................... 46

4.4.3 Neighborhood Cleanups ......................................................................................................... ............... 46

4.4.4 Paper Shredding Event .......................................................................................................................... 46

4.4.5 Compost Giveaway .............................................................................................................. .................. 46

4.4.6 Litter Container Collection .................................................................................................................... 46

4.4.7 Abandoned Item Collection ..................................................................................................... ............... 47

4.4.8 Large Venue and Event Assistance, Event Recycling ............................................................................. 47

4.4.9 Tree Trimming Program ........................................................................................................................ 47

4.4.10 Provision of Recovered Organic Waste Products .................................................................................. 47

4.4.11 Contractor Warranty of Recovered Organic Waste Products ............................................................... 48

4.5 OPERATIONS ................................................................................................................................................................ 48

4.5.1 Schedules...................................................................................................................... .......................... 48

4.5.2 Missed Pickups ....................................................................................................................................... 48

4.5.3 Vehicles .................................................................................................................................................. 49

4.5.4 Carts ....................................................................................................................................................... 52

4.5.4.1 Contractor-Provided Carts .................................................................................................................... 52

4.5.4.2 Cart Reparability or Replacement ......................................................................................................... 55

4.5.4.3 Bins .......................................................................................................................... .............................. 55

4.5.4.4 Roll-off Boxes ......................................................................................................................................... 56

4.5.5 Litter Abatement ..................................................................................................................................... 56

4.5.6 Personnel ............................................................................................................................................... 56

4.5.7 Identification Required ....................................................................................................... ................... 57

4.5.8 Fees and Gratuities ................................................................................................................................ 57

4.5.9 Non-Discrimination ............................................................................................................ ................... 57

4.5.10 Coordination With Street Sweeping Services ......................................................................................... 58

4.5.11 Street Sweeper Waste and Other Waste Generated by City ................................................................... 58

4.5.12 Change in Collection Schedule .............................................................................................................. 58

4.5.13 Report of Accumulation of Solid Waste on Private Property ................................................................. 58

4.5.14 Transfer, Processing, and Disposal ....................................................................................................... 58

4.5.15 Processing Facility Temporary Equipment or Operational Failure Waiver ......................................... 59

4.5.16 Transportation to Non-Approved Facilities Prohibited ......................................................................... 60

4.6 CONTINGENCY PLAN .............................................................................................................................................. 60

4.7 COMMINGLING OF COLLECTION ROUTES ................................................................................................................ 60

4.8 ROUTE AUDIT ......................................................................................................................................................... 61

4.9 SERVICE EXCEPTIONS; HAZARDOUS SUBSTANCE NOTIFICATIONS .......................................................................... 62

4.10 CONTRACTOR/CITY MEETINGS ............................................................................................................................... 63 ARTICLE 5: OTHER SERVICES ......................................................................................................................................... 64

March 22, 2022 v City of Gardena

5.1 SERVICES AND CUSTOMER BILLING ........................................................................................................................ 64

5.1.1 Service Description ................................................................................................................................ 64

5.1.2 Residential Premises Cart Billing .......................................................................................................... 64

5.1.3 Bin, Roll-off, Commercial Cart and Temporary Services Billing .......................................................... 64

5.1.4 Review of Billings ............................................................................................................ ...................... 65

5.1.5 Collections ............................................................................................................................................. 65

5.1.6 Resolution of Disputes Regarding Rate Adjustments ............................................................................. 65

5.1.7 Suspension of Service Due to Non-Payment .......................................................................................... 65

5.2 CUSTOMER SERVICE ............................................................................................................................................... 66

5.2.1 Local Office ............................................................................................................................................ 66

5.2.2 Complaint Documentation ....................................................................................................... .............. 66

5.2.3 Resolution of Customer Complaints ....................................................................................................... 66

5.2.4 SB 1383 Noncompliance Complaints ..................................................................................................... 67

5.2.5 Review of Generator Waiver Requests ................................................................................................... 68

5.2.6 Route Supervisor .................................................................................................................................... 68

5.3 EDUCATION AND PUBLIC AWARENESS ................................................................................................................... 68

5.3.1 General ....................................................................................................................... ........................... 68

5.3.2 Non-English Language Requirements .................................................................................................... 69

5.3.3 Ongoing Education Requirements ......................................................................................................... 69

5.3.4 Community Events............................................................................................................... ................... 71

5.3.5 News Media Relations ............................................................................................................................ 71

5.4 WASTE GENERATION/CHARACTERIZATION STUDIES .............................................................................................. 71

5.5 CONTAMINATION MONITORING .............................................................................................................................. 72

5.5.1 Contamination Inspection Methods ....................................................................................................... 72

5.5.1.1 Actions upon Identification of Prohibited Container Contaminants ...................................................... 72

5.5.1.2 On-Going Contamination Monitoring by Route Personnel ................................................................... 73

5.5.1.3 Prescribed Contamination Monitoring .................................................................................................. 73

5.5.1.4 Section Reserved .................................................................................................................................... 75

5.5.1.5 Noticing of Generators with Contamination, and Disposal of Materials .............................................. 75

5.5.1.6 Monthly Reporting Requirements .......................................................................................................... 75

5.6 INSPECTION AND ENFORCEMENT ............................................................................................................................ 75

5.7 TECHNICAL ASSISTANCE PROGRAM ....................................................................................................................... 76

5.7.1 Site Visits and Waste Assessments ......................................................................................................... 76

5.7.2 Record Keeping and Reporting Requirements ....................................................................................... 78

5.8 UNIVERSAL ENROLLMENT MONITORING ................................................................................................................ 78 ARTICLE 6: CONTRACTOR COMPENSATION AND RATES ..................................................................................... 79

6.1 GENERAL ................................................................................................................................................................ 79

6.2 INITIAL RATES ........................................................................................................................................................ 79

6.3 SCHEDULE OF FUTURE ADJUSTMENTS .................................................................................................................... 79

6.4 METHOD OF ADJUSTMENTS .................................................................................................................................... 79

6.4.1 General ....................................................................................................................... ........................... 79

6.4.1.1 Majority Protest Proceedings ................................................................................................................ 80

6.4.1.2 Indemnification ...................................................................................................................................... 80

6.4.1.3 No Waiver of City Council Discretion at Hearings ............................................................................... 81

6.4.1.4 Majority Protest Contract Remedy ........................................................................................................ 81

6.4.2 Rate Adjustment Calculation .................................................................................................................. 81

6.5 EXTRAORDINARY ADJUSTMENTS ............................................................................................................................ 82

6.6 CHANGE IN APPROVED DISPOSAL FACILITY ........................................................................................................... 82 ARTICLE 7: REVIEW OF SERVICES AND PERFORMANCE ...................................................................................... 84

7.1 PERFORMANCE HEARING ........................................................................................................................................ 84

7.2 PERFORMANCE SATISFACTION SURVEY .................................................................................................................. 85 ARTICLE 8: RECORDS, REPORTS AND INFORMATION REQUIREMENTS .......................................................... 86

March 22, 2022 vi City of Gardena

8.1 GENERAL ................................................................................................................................................................ 86

8.2 RECORDS ................................................................................................................................................................ 86

8.2.1 General ....................................................................................................................... ........................... 86

8.2.2 Financial Records .................................................................................................................................. 87

8.2.3 Solid Waste Records ............................................................................................................................... 87

8.2.4 CERCLA Defense Records ..................................................................................................................... 88

8.2.5 Disposal Records ................................................................................................................................... 88

8.2.6 Compilation of Information for State Law Purposes ............................................................................. 88

8.2.7 Other Programs' Records ...................................................................................................................... 88

8.2.8 Cost of Audit ................................................................................................................. ......................... 89

8.2.9 Payments and Refunds ........................................................................................................................... 89

8.3 REPORTS ................................................................................................................................................................. 90

8.3.1 Report Formats and Schedule ................................................................................................................ 90

8.3.2 Monthly Reports ..................................................................................................................................... 90

8.3.3 Quarterly Reports .................................................................................................................................. 95

8.3.4 Annual Report ........................................................................................................................................ 95

8.4 REPORTING ADVERSE INFORMATION .................................................................................................................... 100

8.5 RIGHT TO INSPECT RECORDS ................................................................................................................................ 100

8.6 FAILURE TO REPORT ............................................................................................................................................. 100

8.7 PUBLIC RECORDS .................................................................................................................................................. 100 ARTICLE 9: INDEMNIFICATION, INSURANCE AND BOND .................................................................................... 101

9.1 GENERAL INDEMNIFICATION ................................................................................................................................ 101

9.2 HAZARDOUS SUBSTANCE INDEMNIFICATION ........................................................................................................ 101

9.3 RELATED TO AB 939, AB 341, AND SB 1383 ....................................................................................................... 102

9.4 INSURANCE ........................................................................................................................................................... 102

9.5 FAITHFUL PERFORMANCE BOND ........................................................................................................................... 107

9.6 FAITHFUL PERFORMANCE LETTER OF CREDIT ...................................................................................................... 107

9.7 FORFEITURE OF PERFORMANCE BOND .................................................................................................................. 108

9.8 FORFEITURE OF LETTER OF CREDIT ...................................................................................................................... 108

9.9 PERFORMANCE SECURITY BEYOND SERVICE TERM .............................................................................................. 108 ARTICLE 10: CITY'S RIGHT TO PERFORM SERVICE .............................................................................................. 109

10.1 GENERAL .............................................................................................................................................................. 109

10.2 TEMPORARY POSSESSION OF CONTRACTOR'S PROPERTY ...................................................................................... 110

10.3 BILLING AND COMPENSATION TO CITY DURING CITY'S POSSESSION .................................................................... 110

10.4 CITY'S RIGHT TO RELINQUISH POSSESSION ........................................................................................................... 110

10.5 CITY'S POSSESSION NOT A TAKING ...................................................................................................................... 110

10.6 DURATION OF CITY'S POSSESSION ........................................................................................................................ 111 ARTICLE 11: DEFAULT, REMEDIES AND LIQUIDATED DAMAGES .................................................................... 112

11.1 EVENTS OF DEFAULT ............................................................................................................................................ 112

11.2 CRIMINAL ACTIVITY OF CONTRACTOR ................................................................................................................. 114

11.3 NOTICE, HEARING AND APPEAL OF CONTRACTOR BREACH. ................................................................................. 115

11.4 LIQUIDATED DAMAGES ........................................................................................................................................ 116

11.5 EXCUSE FROM PERFORMANCE .............................................................................................................................. 121

11.6 NOTICE, HEARING AND APPEAL OF CITY BREACH ................................................................................................ 122

11.7 ASSURANCE OF PERFORMANCE ............................................................................................................................ 122 ARTICLE 12: OTHER AGREEMENTS OF THE PARTIES .......................................................................................... 123

12.1 RELATIONSHIP OF PARTIES ................................................................................................................................... 123

12.2 COMPLIANCE WITH LAW ....................................................................................................................................... 123

12.3 GOVERNING LAW ................................................................................................................................................. 123

12.4 JURISDICTION ........................................................................................................................................................ 123

March 22, 2022 vii City of Gardena

12.5 ASSIGNMENT ........................................................................................................................................................ 123

12.6 AFFILIATED COMPANIES ....................................................................................................................................... 125

12.7 CONTRACTING OR SUBCONTRACTING ................................................................................................................... 125

12.8 BINDING ON ASSIGNS ............................................................................................................................................ 126

12.9 TRANSITION TO NEXT CONTRACTOR .................................................................................................................... 126

12.10 PARTIES IN INTEREST ............................................................................................................................................ 127

12.11 WAIVER ................................................................................................................................................................ 127

12.12 CONTRACTOR'S INVESTIGATION ........................................................................................................................... 127

12.13 CONDEMNATION ................................................................................................................................................... 127

12.14 NOTICE ................................................................................................................................................................. 127

12.15 REPRESENTATIVES OF THE PARTIES ...................................................................................................................... 128

12.16 CITY FREE TO NEGOTIATE WITH THIRD PARTIES .................................................................................................. 128

12.17 COMPLIANCE WITH MUNICIPAL CODE .................................................................................................................. 128

12.18 PRIVACY ............................................................................................................................................................... 128

12.19 COOPERATION FOLLOWING TERMINATION ........................................................................................................... 129

12.20 COMPLIANCE WITH IMMIGRATION LAWS. ............................................................................................................. 129

12.21 GUARANTEE OF CONTRACTOR'S PERFORMANCE ................................................................................................... 130 ARTICLE 13: MISCELLANEOUS AGREEMENTS ........................................................................................................ 131

13.1 ENTIRE AGREEMENT ............................................................................................................................................. 131

13.2 SECTION HEADINGS .............................................................................................................................................. 131

13.3 REFERENCES TO LAWS AND OTHER AGREEMENTS ............................................................................................... 131

13.4 INTERPRETATION .................................................................................................................................................. 131

13.5 AGREEMENT ......................................................................................................................................................... 131

13.6 SEVERABILITY ...................................................................................................................................................... 131

13.7 EXHIBITS .............................................................................................................................................................. 131

13.8 NON-WAIVER PROVISION ..................................................................................................................................... 132

13.9 ATTORNEYS’ FEES ................................................................................................................................................ 132

Exhibits

1. Initial Maximum Rates

2. Example Rate Adjustment Formulas

3. Corporate Guarantee

4. Contractor’s Faithful Performance Bond

5. Notary Certification

6. Processing, Transfer, and Disposal Services and Facility Standards

7. Collection System Specifications

8. City Facilities

9. City Street and Park Containers

March 22, 2022 1 City of Gardena

RECITALS
This Franchise Agreement (“Agreement” ) is entered into this ___ day of ________, 2022, by and between the City of Gardena (“City”) an d Waste Resources of Gardena (“Contractor”), for the Collection, transportation, Recycling, Processing, and Disposal of Solid Waste and other services related to meeting the goals and requ irements of the California Integrated Waste Management Act.

WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (AB 939) (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 Integrated Solid Waste Management within their jurisdictions to meet the goals and requirements of AB 939; and,
WHEREAS, the State of California has found and declared that the amount of Solid Waste generated in California, coupled with diminish ing Disposal capacity and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local ag encies to enact and im plement an aggressive integrated waste management program. The St ate has, through enactment of AB 939 and subsequent related legislation including, but no t limited to: the Jobs and Recycling Act of 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 (Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), the Mandatory Co mmercial Organics Recycling Act of 2014 (AB 1826), and the Short-Lived Climate Pollutants B ill of 2016 (SB 1383), directed the responsible State agency, and all local agencies, to promote a reduction in landfill Disposal and to maximize the use of feasible waste reduction, re-use, Re cycling, and Composting options in order to reduce the amount of material that must be disposed; and, WHEREAS, SB 1383 establishes regulatory re quirements for jurisdictions, Generators, haulers, Solid Waste facilities, and other entities to support achievement of State-wide Organic Waste Disposal reduction targets; and,
WHEREAS, SB 1383 requires jurisdictions to implement Collection programs, meet Processing facility requirements, conduct co ntamination monitoring, provide education, maintain records, submit reports, monitor co mpliance, conduct enforcement and fulfill other requirements; and, the City has chosen to delega te some of its responsibilities to Contractor, acting as the City’s designee, through this Agreement; and, WHEREAS, City declares its intention of main taining reasonable rates and quality service related to the Collection, Transfer and Transpor tation, Recycling, Processing, and Disposal of Solid Waste and other services; and,
WHEREAS, pursuant to California Public Re sources Code Section 40059(a)(2), the City of Gardena has determined that the public health, safety, and well-being require that an exclusive franchise be awarded to a qualified Contractor fo r the collection, Transfer and Transportation, Recycling, Processing, and Disposal of Solid Was te and other services related to meeting the

March 22, 2022 2 City of Gardena
diversion goals required by AB 939, and other re quirements of the California Integrated Waste Management Act; and,
WHEREAS, the City Council of the City has determined that Contractor, by demonstrated experience, reputation and capacity is qualified to continue to exclusively provide for the Collection of Solid Waste (except as othe rwise permitted pursuant to Section 2.9 of this Agreement) within the corporate limits of City an d to Transport such Solid Waste to places of Processing and Disposal, which may be designated in accordance with this Agreement, and City and Contractor desire that Contractor be enga ged to perform such services on the terms and conditions set forth in this Agreement; and,
WHEREAS, the successful implementation of Solid Waste Handling in Residential, Commercial and industrial areas in the City will entail the expenditure of large sums of capital by the Contractor, for which the Contractor is entitled to be compensated. City intends that this Agreement will contribute to safe guarding public health by prov iding the most cost-effective, efficient, reliable, and environmentally appropriate Solid Waste services to its citizens, and, WHEREAS, City and Contractor (“Parties”) here to desire to enter said Agreement; and, WHEREAS, Contractor has agreed, as part of this Agreement, acting as an independent contractor to provide such personnel, equipment and supplies as are necessary to ensure City complies with the requirements of Public Resources Code Section 49100, et seq., WHEREAS, Public Resources Code Sect ion 40059 permits City to impose terms and conditions on the award of a Solid Waste franchise if, in the opinion of the governing body, the public health, safety and well-being require the imposition of those terms and conditions; WHEREAS, Contractor has represented and w arranted to City that it has the experience, responsibility, and qualifications to provide the services as described herein; NOW, THEREFORE, in consideration of the premis es above stated and the terms, conditions, covenants and agreements contained herein, the Parties do hereby agree as follows:

March 22, 2022 3 City of Gardena
ARTICLE 1:

DEFINITIONS
Whenever any term used in this Agreemen t has been defined by the provisions of Division 30, Part 1, Chapter 2 of the California Public Resources Code, the definitions in the Municipal Code or the Public Resources Code sh all apply unless the term is otherwise defined in this Agreement, in which case this Agreement shall control.

Except as provided in Article 1, words begi nning with lower case letters are being used with their common ordinary me anings, not as defined terms. Otherwise, the following capitalized words and terms used in this Ag reement shall have the following respective meanings:

1.1 AB 1826
“AB 1826” means the Organic Waste Recyclin g Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as “AB 1826,” as amended, supplemented, superseded, and replaced from time to time.

1.2 AB 341
“AB 341” means the California Jobs and Recyclin g Act of 2011 (Chapter 476, Statutes of 2011 [Chesbro, AB 341]), also commonly referred to as “AB 341,” as amended, supplemented, superseded, and replaced from time to time.

1.3 AB 827
“AB 827” means the Assembly Bill approved by the Governor of the State of California on October 2, 2019, which amended Sections 42649.1, 42649.2, 42649.8, and 42649.81 of the Public Resources Code, relating to Solid Waste, as amended, supplemented, superseded, and replaced from time to time.

1.4 AB 939
"AB 939" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seq.), as it may be amended from time to time.

1.5 Affiliate
"Affiliate" means all businesses (including corpo rations, limited and general partnerships and sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect ownership interest or common manageme nt shall be deemed to be "Affiliated with" Contractor and included within the term "Affiliates" as used herein. An Affiliate shall include a business in which Contractor owns a direct or indirect ownership interest, a business which has a direct or indirect ownership interest in Co ntractor and/or a business which is also owned, controlled or managed by any business or individu al which has a direct or indirect ownership

March 22, 2022 4 City of Gardena
interest in Contractor. For pu rposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date of this Agreement, shall apply; provided, however, that (i) "ten percent (10%)" shall be substituted for "fifty percent (50%)" in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)( C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%) shall be disregarded, and percentage interests shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents, whiche ver is greater. Being an Affiliate does not exempt a business from the application of assignment requirements under Section 12.5.

1.6 Agreement
“Agreement” means this Exclusive Franchise Agreement for Integrated Solid Waste Management Services between the City and Co ntractor for the Collection and subsequent Transfer, Transportation, Processing, and/or Disposal, of Residential and Commercial Premises Discarded Materials and C&D, including all exhibits and attachments, and any amendments thereto.

1.7 Alternative Facility
"Alternative Facility" means any Facility other than Approved Facilities approved by City for temporary use.

1.8 Applicable Law

"Applicable Law" means all statutes, rules, regu lations, guidelines, actions, determinations, Permits, orders, or requirements of the United States, State, County, City and local and regional government authorities and agencies having applicable jurisdiction, that apply to or govern the Facility, the Site or the performance of the Part ies' respective obligations hereunder, including any of the foregoing which concern health, safety, fire, environmental protection, labor relations, mitigation monitoring plans, building codes, zoning, non-discrimination, prevailing wages if applicable, and the Los Angeles County Countyw ide Integrated Waste Management Plan. All references herein to Applicable Law include subsequent amendments or modifications thereof, unless otherwise specifically limited in this Agreement.

1.9 Approved Facilities
"Approved Facility(ies)" means any one of or any combination of the: Approved C&D Processing Facility; Approved Disposal Facility; Approved Organic Waste Processing Facility, Approved Source Separated Recyclable Materials Processing Facility; and, Approved Transfer Facility as listed in Exhibit 6.

March 22, 2022 5 City of Gardena

1.10 Back-Haul
"Back-Haul" means generating and transporting Source Separated Recyclable Materials and/or Source Separated Organic Waste to a destinatio n owned and operated by the Generator using the Generator's own employees and equipment, or as otherwise defined in 14 CCR Section 18982(a)(66)(A).

1.11 Billings
"Billings" means any and all statements of charges for services rendered in accordance with this Agreement, howsoever made, described or designated by City or Contractor, or made by others for City or Contractor, to Customers in the City.

1.12 Bin
“Bin” means a rigid Container with hinged lids an d wheels with a capacity of at least one (1) cubic yard and less than ten (10) cubic yards.

1.13 Blue Container
“Blue Container” has the same meaning as in 14 CCR Section 18982.2(a) and shall be used for the purpose of storage and Collection of Source Separated Recyclable Materials.

1.14 Brown Container
“Brown Container” has the same meaning as in 14 CCR Section 18982.2(a)(5.5) and shall be used for the purpose of storage and Collection of Source Separated Food Waste.

1.15 Bulky Items
“Bulky Items” means Solid Waste that cannot an d/or would not typically be accommodated within a Cart including specifically: furniture (i ncluding chairs, sofas, mattresses, and rugs); appliances (including refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, small household appliances and othe r similar items, commonly known as “white goods”); Residential wastes (including wood wa ste, tree branches, and scrap wood); electronic equipment (including stereos, televisions, computers and monitors, VCRs, microwaves and other similar items commonly known as “brown goods” and “E-Waste”); and clothing. Bulky Items do not include car bodies, tires, Construc tion and Demolition Debris or items requiring more than two Persons to remove. Other items not specifically included or excluded above will be Collected provided that they are not more than eight feet in length, four feet in width, or more than 150 pounds. In the event a question ever arises as to whether a specific item or category of items meets the definition of Bul ky Items, City shall be responsible to determine whether said definition shall apply, which de termination shall be fi nal and binding on the Parties.

March 22, 2022 6 City of Gardena

1.16 California Code of Regulations (CCR)
“California Code of Regulations” or “CCR” mean s the State of California Code of Regulations.

CCR references in this Agreement are preceded wi th a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).

1.17 CalRecycle
“CalRecycle” means the State of California’s Department of Resources Recycling and Recovery, and, as this department was structured prior to January 1, 2010, the California Integrated Waste Management Board or CIWMB.

1.18 Cart
“Cart” means a polyethylene wheeled Container wi th a hinged lid and wheels serviced by an automated or semi-automated truck with a capacity of no less that 30- and no greater than 101- gallons.

1.19 City
"City" means City of Gardena, California, a munici pal corporation, and all the territory lying within the municipal boundaries of City as pres ently existing or as such boundaries may be modified during the term of this Agreement.

1.20 City Manager
“City Manager” means the City Manager of City. The City Manager or his or her designee is the authorized agent of City in enforcing the terms of this Agreement.

1.21 Collect, Collected and Collection
"Collect", “Collected” or "Collection" means to take physical possession, transport, and remove Solid Waste within and from City.

1.22 Commercial
"Commercial" refers to services performed at or for Commercial Premises.

1.23 Commercial Edible Food Generators
“Commercial Edible Food Generators” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definiti on, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators.

March 22, 2022 7 City of Gardena

1.24 Commercial Premises
"Commercial Premises" means Premises upon wh ich business activity is conducted, and any other Premises not defined as Residential Premises per Section 1.83 of this Agreement, including but not limited to retail sales, services, wholesale operations , manufacturing and industrial operations, but excluding Residential Premises upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property. Notwithstanding any prov ision to the contrary herein, in the Gardena Municipal Code, or otherwise, for purposes of this Agreement, Premises upon which the following uses are occurring shall be deemed to be Commercial Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential Facilities, Group Care Facilities, Hotels, and Motels.

1.25 Contractor Compensation
"Contractor Compensation" means the revenue re ceived by the Contractor from Billings in return for providing services in accordance wi th this Agreement and any amendments to this Agreement.

1.26 Compost
“Composting” or “Compost” (or any variation thereof) includes a controlled biological decomposition of Organic Waste yielding a safe and nuisance free Compost product.

1.27 Compostable Plastics
“Compostable Plastics” or “Compostable Plastic” means plastic materials that meet the ASTM D6400 standard for compostability.

1.28 Construction and Demolition Debris
"Construction and Demolition Debris" or “C&D Material,” means any combination of inert building materials and Solid Waste resulting from construction, remodeling, repair, cleanup, or demolition operations as defined in California Code of Regulations, Title 22 Section 66261.3 et seq. This term includes, but is not limited to, asphalt, concrete, Portland cement concrete, brick, lumber, gypsum wallboard, cardboard, and othe r associated packaging; roofing material, ceramic tile, carpeting, plastic pipe and steel. The material may be commingled with rock, soil, tree stumps; and other vegetative matter resulting from land clearing and landscaping for construction or land development projects.

1.29 Containers
"Containers" means any and all types of Solid Waste receptacles, including Carts, Bins, and Roll- off Boxes.

March 22, 2022 8 City of Gardena

1.30 Contractor
"Contractor" means Waste Resources of Gardena, and its officers, directors, employees, agents, companies and Subcontractors.

1.31 Contract Year
“Contract Year” means any fiscal year of the Ci ty commencing on July 1 and ending June 30 during the initial and any extended term of this agreement.

1.32 CPI
“CPI” means the Consumer Price Index for Trash and Garbage Collection (CUUR0000SEHG02), U.S. City average, as published by the United States Department of Labor, Bureau of Labor Statistics.

1.33 Customer
“Customer” means the Person having the care and control of any Premises in the City receiving Solid Waste Handling Service from the Contractor pursuant to the terms of this Agreement.

1.34 Designated Waste
“Designated Waste” means non-Hazardous Waste wh ich may pose special Disposal problems because of its potential to contaminate the environment, and which may be Disposed of only in Class II Disposal sites or Class III Disposal sites pursuant to a variance issued by the California Department of Health Services. Designated Waste consists of those substances classified as Designated Waste by the State, in California Code of Regulations Title 23, Section 2522 as may be amended from time to time.

1.35 Discarded Materials
“Discarded Materials” are a form of Solid Waste and shall be regulated as such. For purposes of this Agreement, material is deemed to have b een discarded, without regard to whether it is destined for Recycling or Disposal, and whether or not is has been separated from other Solid Wastes, in all cases where a fee or other compensation, in any form or amount, is directly or indirectly solicited from, or, levied, charged, or otherwise imposed on, or paid by, the Generator or Customer in exchange for handling services. As used herein, handling services include, without limitation, the Collection, removal, T ransportation, delivery, and Processing and/or Disposal of the material. Discarded Materials do not include Edible Food that is recovered for human consumption and is not discarded. For th e purposes of this Agreement, Discarded Materials include Source Separated Recyclable Materials, Source Separated Organic Waste, Food Waste, Gray/Black Container Waste or Mi xed Waste, and C&D once the materials have been placed in Containers for Collection.

March 22, 2022 9 City of Gardena

1.36 Disposal or Disposed
"Disposal" or “Disposed” means the ultimate disposition of Solid Waste Collected by Contractor at a landfill or otherwise in full regulatory compliance.

1.37 Disposal Site(s)
"Disposal Site(s)" means the Solid Waste handling Facility or Facilities utilized for the ultimate Disposal of Solid Waste Collected by Contractor.

1.38 Divert or Diversion
“Divert” or “Diversion” (or any variation ther eof) means to prevent Discarded Materials from Disposal at landfill or transformation facilities, (including facilities using incineration, pyrolysis, distillation, gasification, or biological conversi on methods) through source reduction, reuse, Recycling, Composting, anaerobic digestion or ot her method of Processing, subsequent to the provisions of AB 939. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative (but not necessarily fully proven) techniques or technology that reduce Disposal risk, decrease costs and/or are for other reasons deemed desirable by the City.

1.39 Edible Food
“Edible Food” means food intended for huma n consumption. For the purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this definition, th e definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement.

1.40 Electronic Waste or E-Waste
“Electronic Waste” or “E-Waste” means electronic equipment and includes, but is not limited to, stereos, televisions, computers and computer monitors, VCRs, cellular phones, fax machines, household copiers, computer printers, other it ems with electric plugs that are banned from landfilling, and other similar items commonly known as “brown goods.”

1.41 Environmental Law
"Environmental Law" means any federal and stat e statute, county, local and City ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions or permits, licenses and other operatin g authorizations relating to (i) pollution or protection of the environment, including natural resources, (ii) exposure of Persons, including employees, to Hazardous Substances or other products, raw materials, chemicals or other

March 22, 2022 10 City of Gardena
substances, (iii) protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or Commercial activities, or (iv) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and Disposal.

1.42 Excluded Waste
“Excluded Waste” means Hazardous Substanc e, Hazardous Waste, infectious waste, Designated Waste, volatile, corrosive, medical wa ste, infectious, regulated radioactive waste, and toxic substances or material that Approved Facility operator(s) reasonably believe(s) would, as a result of or upon acceptance, Transfer, Processing, or Disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills or accepted at the Facility by permit conditions, waste that in Contractor’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or othe rwise create or expose Contractor or City to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Single-Unit or Multi-Unit Residential Premises Solid Waste after implementation of programs for the safe Collect ion, Processing, Recycling, treatment, and Disposal of batteries and paint in complianc e with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include used motor oil and filters, household batteries, Universal Wastes, and/or latex paint when such materials are defined as allowable materials for Collection through this Agreement and the Generator or Customer has properly placed the materials for Collection pursuant to instructions provided by City or Contractor as set forth in this Agreement.

1.43 Facility
"Facility" means any plant or site, owned or le ased and maintained, operated or used by Contractor for purposes of performing under this Agreement.

1.44 Food Recovery
“Food Recovery” means actions to collect and di stribute edible food for human consumption which otherwise would be disposed, or as otherwise defined in 14 CCR Section 18982(a)(24).

1.45 Food Recovery Organization
“Food Recovery Organization” means an entity that primarily engages in the collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities, including, but not limited to:

A. A food bank as defined in Section 113783 of the Health and Safety Code;

March 22, 2022 11 City of Gardena
B. A nonprofit charitable organization; and,
C. A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.

If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement.

1.46 Food Recovery Service
“Food Recovery Service” means a Person or entity that collects and transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery; or as otherwise defined in 14 CCR Section 18982(a)(26).

1.47 Food Scraps
“Food Scraps” means all food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, br ead, cheese, and eggshells. Food Scraps excludes fats, oils, and grease when such materials are Source Separated from other Food Scraps.

1.48 Food-Soiled Paper
“Food-Soiled Paper” means compostable paper materi al that has come in contact with food or liquid, such as, but not limited to, compostabl e paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons.

1.49 Food Waste
“Food Waste” means source-separated Food Scraps, Food-Soiled Paper, and Compostable Plastics. Food Waste is a subset of Source Separated Green Container Organic Waste (Source Separated Organic Waste). {Note to WRG: If Compostable Plastics are not part of the Food Waste stream Collected by Contractor, this definition will be amended.}

1.50 Franchise
"Franchise" means the special right granted by City to operate a public utility for Solid Waste services within the City.

1.51 Franchise Fee
“Franchise Fee” means the fee paid by Contractor to City for the right to hold the Franchise for Solid Waste services granted by this Agreement.

March 22, 2022 12 City of Gardena

1.52 Generator
“Generator” means any Person whose act first causes Discarded Materials to become subject to regulation under federal, State, or local regulations.

1.53 Gray/Black Container
“Gray/Black Container” has the same meaning as in 14 CCR Section 18982.2(a) and shall be used for the purpose of storage and Collection of Gray/Black Container Waste or Mixed Waste.

1.54 Gray/Black Container Waste
“Gray/Black Container Waste” means Solid Waste th at is collected in a Gray/Black Container that is part of a three-Container Organic Wast e Collection service that prohibits the placement of Organic Waste in the Gray/Black Containe r as specified in 14 CCR Sections 18984.1(a) and (b) or as otherwise defined in 14 CCR Section 17402(a)(6.6). For the purposes of this Agreement, Gray/Black Container Waste includes carpet and textiles.

1.55 Green Container
“Green Container” has the same meaning as in 14 CCR Section 18982.2(a) and shall be used for the purpose of storage and Collection of Source Separated Organic Waste.

1.56 Green Waste
"Green Waste" means tree trimmings, wood st umps, grass cuttings, dead plants, leaves, branches, flowers, plant stocks, and dead trees (not more than six (6) inches in diameter or 48 inches in length) and similar materials. Green Waste is a subset of Organic Waste.

1.57 Gross Revenues
“Gross Revenues” or “Gross Revenue” means any and all revenue or compensation in any form collected directly or indirectly by the Contract or for the waste management services provided pursuant to this Agreement within the City of Gardena, including recyclable solid wastes and green wastes, in accordance with the Genera lly Accepted Accounting Principles. "Gross Revenues" include, but are not limited to, monthl y customer fees actually collected from solid waste and recyclable solid wastes, special pickup fees, commercial bin and drop box rental and collection fees, and fees for redelivery of comme rcial bins and drop boxes, without subtracting the fees paid to City in acco rdance with this Agreement or any cost of doing business, but excluding revenues from the sale of recyclab le materials and recyclable solid waste, and franchise fees collected from the customer.

1.58 Hazardous Substance
“Hazardous Substance” shall mean any of the fo llowing: (a) any substance defined, regulated or listed (directly or by reference) as “hazardous substances”, “hazardous materials”,

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

1.59 Household Hazardous Waste (“HHW”)
"Household Hazardous Waste" or “HHW” means material used in residences that may threaten human health or the environment when improper ly discarded and usually has one or more of the following characteristics; flammable, toxic, corrosive, and/or reactive.

1.60 Incompatible Materials
“Incompatible Material” or “Incompatibles” mean(s) human-made inert material, including, but not limited to, glass, metal, plastic, and also includes Organic Waste that the receiving end-user, facility, operation, property, or activity is not designed, permitted, or authorized to perform Organic Waste recovery activities as define d in 14 CCR Section 18983.1(b), or as otherwise defined by 14 CCR Section 17402(a)(7.5).

1.61 Large Event
“Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the ev ent, at a location that includes, but is not limited to, a public, nonprofit, or privately owne d park, parking lot, golf course, street system, or other open space when being used for an event. If the definition in 14 CCR Section 18982(a)(38) differs from this definition, the definition in 14 CCR Section 18982(a)(38) shall apply to this Agreement.

1.62 Large Venue
“Large Venue” means a permanent venue facility th at annually seats or serves an average of more than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. For purposes of 14 CCR, Division 7, Ch apter 12 and this Agreement, a venue facility includes, but is not limited to, a public, nonpro fit, or privately owned or operated stadium,

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amphitheater, arena, hall, amusement park, conferen ce or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. For purposes of 14 CCR, Di vision 7 Chapter 12 and this Agreement, a site under common ownership or control that incl udes more than one Large Venue that is contiguous with other Large Venues in the site, is a single Large Venue. If the definition in 14 CCR Section 18982(a)(39) differs from this de finition, the definition in 14 CCR Section 18982(a)(39) shall apply to this Agreement.

1.63 Materials Recovery Facility (“MRF”)
"Materials Recovery Facility" means a permitte d Solid Waste Facility where Solid Wastes or Recyclable Materials are sorted or separated fo r the purposes of Recycling, Processing or composting.

1.64 Mixed Waste Organic Collection Stream or Mixed Waste “Mixed Waste Organic Collection Stream” or “Mixed Waste” means Organic Waste Collected in a Container that is required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be taken to a High Diversion Organic Waste Processing Facili ty, or as otherwise defined in 14 CCR Section 17402(a)(11.5). “Mixed Waste” means Mixed Waste Organic Collection Stream.

1.65 Mulch
“Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions , or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):

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

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

1. A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10);

2. A Transfer/Processing Facility or Transfer/Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respective ly, that is permitted or authorized under 14 CCR, Division 7, Chapter 12; or,

3. A Solid Waste landfill as defined in PR C Section 40195.1 that is permitted under 27 CCR, Division 2.

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1.66 Multi-Unit Residential Premises
Multi-Unit Residential Premises means any buildin g and/or structure, or portion thereof, in City, which is used for residential housing pu rposes, irrespective of whether residents are transient, temporary or permanent, and having five (5) or more self-contained living units.

1.67 Non-Compostable Paper
“Non-Compostable Paper” includes, but is not lim ited to, paper that is coated in a plastic material that will not breakdown in the composting process, or as otherwise defined in 14 CCR Section 18982(a)(41).

1.68 Non-Organic Recyclables
“Non-Organic Recyclables” means non-putre scible and non-hazardous recyclable wastes including, but not limited to, bottles, cans, metals, plastics, and glass, or as otherwise defined in 14 CCR Section 18982(a)(43). Non-Organic Recycl ables are a subset of Source Separated Recyclable Materials.

1.69 Organic Waste
“Organic Waste” means Solid Wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, Green Waste, organic textiles and carpets, lumber, wood, paper products, prin ting and writing paper, manure, biosolids, digestate, and sludges, or as otherwise defi ned in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively.

1.70 Owner
"Owner" means the Person holding the legal title to the real property constituting the Premises to which Solid Waste Collection service is to be provided under this Agreement or the Person holding legal title to the Disposal Site.

1.71 Person
"Person" means any individual, firm, associatio n, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County of Los Angeles, towns, cities, and special purpose districts.

1.72 Premises
"Premises" means any land or building in City where Solid Waste is generated or accumulated.

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1.73 Process, Processed, or Processing
“Process”, “Processed” or “Processing” means the controlled separation, recovery, volume reduction, conversion, or Recycling of Solid Waste including, but not limited to, organized, manual, automated, or mechanical sorting, the use of vehicles for spreading of waste for the purpose of recovery, and/or includes the use of conveyor belts, sorting lines, or volume reduction equipment, or as otherwise defined in 14 CCR Section 17402(a)(20).

1.74 Prohibited Container Contaminants
“Prohibited Container Contaminants” means the fo llowing: (i) Discarded Materials placed in the Blue Container that are not identified as a cceptable Source Separated Recyclable Materials for the City’s Blue Container; (ii) Discarded Materials placed in the Green Container that are not identified as acceptable Source Separated Gr een Container Organic Waste for the City’s Green Container; (iii) Discarded Materials placed in the Gray/Black Container that are acceptable Source Separated Recyclable Materials and/or Source Separated Green Container Organic Waste to be placed in City’s Green Container and/or Blue Container; and (iv) Excluded Waste placed in any Container.

1.75 Proposition 218
"Proposition 218" means Articles XIIIC and XIIID of the California Constitution and any implementing legislation promulgated thereund er, as amended, supplemented, superseded, and replaced from time to time. As an initiative of the City to maximize public participation in the rate setting process, fees charged to customers pursuant to this Agreement will be approved in accordance with the majority protest procedures of Proposition 218.

1.76 Putrescible Waste
“Putrescible Waste” means wastes that are capa ble of being decomposed by micro-organisms with sufficient rapidity as to cause nuisances because of odors, gases, or other offensive conditions, and includes materials such as, bu t not limited to Food Waste, offal, and dead animals; or as otherwise defined in 14 CCR Section 17402(a)(21).

1.77 Quarantined Organic Waste
“Quarantined Organic Waste” means Organic Waste which has been determined to be subject to quarantine by the California Department of Food and Agriculture (CDFA).

1.78 Recycling
“Recycling” means the process of Collecting, so rting, cleansing, treating, and reconfiguring materials for the purpose of 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 marketplace. Recycling includes processes deemed to constitute a reduction of

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Landfill Disposal pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation as defined in Public Resources Code Section 40201.

1.79 Recyclable Materials
“Recyclable Materials” means those Discarded Materials that: the Generators set out in Recyclables Containers for Collection for the pu rpose of Recycling by the Contractor and that exclude Excluded Waste. No Discarded Materi als shall be considered Source Separated Recyclable Materials unless such material is separated from Organic Waste, and Solid Waste.

Source Separated Recyclable Materials shall include, but not be limited to: newspaper (including inserts, coupons, and store advertisements); mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, telephone books, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, gable top beverage contai ners, cereal, and other similar food boxes yet excluding paper tissues, paper towels, paper with plastic coating, paper contaminated with food, wax paper, foil-lined paper and cartons, Tyvex non-tearing paper envelopes); chipboard; corrugated Cardboard; glass containers of any co lor (including brown, clear, and green glass bottles and jars); aluminum (including beverage containers and small pieces of scrap metal); steel, tin, or bi-metal cans; mixed plastics such as plastic containers (no. one (1) to seven (7)), except expanded Polystyrene (EPS); bottles including containers made of HDPE, LDPE, or PET; and, those materials added by the Contractor from time to time.

1.80 Refuse
“Refuse” as it is used as a defined term this this Agreement, has the same meaning as Solid Waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated hereunder. Excluded fr om the definition of Refuse are Excluded Waste, C&D, Source Separated Recyclable Materi als, Source Separated Organic Materials, and radioactive waste. Notwithstanding any prov ision to the contrary, Refuse may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Refuse after implementation of programs for th e safe Collection, Recycling, treatment, and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the California Public Resources Code as may be amen ded from time to time. Solid Waste includes salvageable materials only when such material s are included for Collection in a Refuse Container not Source Separated from Refuse at the site of generation.

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

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1.82 Residential
"Residential" refers to services performed at and for Residential Premises, which include both Single-Unit and Multi-Unit Residential Premises.

1.83 Residential Premises
“Residential Premises” means Premises upon wh ich dwelling units exist, including, without limitation, Single-Unit and Multi-Unit Resident ial Premises, apartments, boarding or rooming houses, condominiums, mobile homes, effi ciency apartments, and second units.

Notwithstanding any provision to the contrary herein, in the Gardena Municipal Code, or otherwise, for purposes of this Agreement, Premises upon which th e following uses are occurring shall not be deemed to be Residential Premises, and rather shall be deemed to be Commercial Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential Facilities, Group Care Facilities, Hotels, Motels, and any other businesses not specifically listed at which residenc y is transient in nature and hence should be classified as Commercial Premises as determined by City on a case by case bases.

1.84 Roll-off Box
“Roll-off Box” means Solid Waste Collection Containers of 10-yards or larger.

1.85 SB 1383
“SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Divisi on 30 of the Public Resources Code, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 1383 specifically refers to the Short-Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted on November 3, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.

1.86 Self-Hauler
“Self-Hauler” or “Self-Haul” means a Solid Waste Customer, Commercial Generator, Multi-Unit Residential Premises Generator, or special even t that transports its own Source Separated Recyclable Materials to a Recycling facility or Source Separated Organic Waste to an Organic Waste Processing facility by using a vehicle owned by that transporting entity rather than using the hauling services of the Solid Waste Collector.

1.87 Sharps
“Sharps” means hypodermic needles, pen needle s, intravenous needles, lancets, and other

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devices that are used to penetrate the skin for the delivery of medications.

1.88 Single-Unit Residential Premises
"Single-Unit Residential Premises" means each Premises used for or designated as a Single-Unit Residential dwelling, including each unit of a condominium project, duplex, triplex, townhouse, apartment building, or mobile home park in wh ich each premises receives individual Solid Waste Collection service using Carts and consists of four (4) dwelling units or less per legal parcel.

1.89 Solid Waste
"Solid Waste" means all discarded putrescible and non-putrescible solid, semisolid, and liquid wastes, including Refuse, Construction and Demolition Debris, Bulky Items, Recyclable Materials, and Organic Waste, or any combinatio n thereof which are permitted to be disposed of in a Class III landfill, and which are includ ed in the definition of “Non-hazardous Solid Waste” set forth in the California Code of Regula tions. "Solid Waste" means all Solid Wastes generated by Residential, Commercial, and industrial sources, and all Solid Waste generated at construction and demolition sites, and at treatment works for water and wastewater, which are Collected and transported under the authorization of the City or are self-hauled by residents or contractors. Solid Waste does not include agricu ltural crop residues, mining waste and fuel extraction waste, forestry wastes, ash from in dustrial boilers, furnaces and incinerators or Hazardous Substance, any waste which is not permitted to be disposed of at a Class III landfill and which fall within the definition of “Nonhazardous Solid Waste” set forth in Title 23, Chapter 15, Section 2523(a) of the California Code of Regulations as amended or designated Class II wastes. Materials shall be deemed “Solid Waste ” consistent with the meaning of California Public Resources Code Section 40191, and for purposes of this Agreement shall be regulated as such, whether or not they may be potentially Re cyclable Material, in either of the following instances: (a) the material is mixed or commingl ed with other types of Solid Waste such that more than 65% of the material co nsists of Solid Waste rather than Recyclable Materials, or (b) the payment of a fee, charge, or other considerat ion, in any form or amount, is directly or indirectly solicited or received from the Generat or by any Person or comb ination of Persons in exchange for Collection, removal, Transportati on, storage, Processing, handling, consulting, Container rental or Disposal services (“fee for service” Recycling), whether or not arranged by or through a subcontractor, broker, agent, consultant, or Affiliate of the provider of such service.

1.90 Solid Waste Handling Services
“Solid Waste Handling Services” means the Co llection, transfer, transport, Recycling, Processing, and Disposal of Solid Waste.

1.91 Source Separated
“Source Separated” means materials, including commingled Recyclable Materials, that have been separated or kept separate from the Solid Waste stream, at the point of generation, for the

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purpose of additional sorting or Processing of those materials for Recycling or reuse in order to return them to the economic mainstream in th e form of raw material for new, reused, or reconstituted products which meet the quali ty standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section 17402.5(b)(4). For the purposes of the Agreement, Source Separated shall include sep aration of materials by the Generator, property Owner, property Owner’s employee, property manager, or property manager’s employee into different Containers for the purpose of Collect ion such that Source Separated materials are separated from Gray/Black Container Waste/Mixed Waste and other Solid Waste for the purposes of Collection and Processing.

1.92 Source Separated Blue Container Organic Waste
“Source Separated Blue Container Organic Waste” means Source Separated Organic Waste that can be placed in a Blue Container that is limit ed to the Collection of those Organic Wastes and Non-Organic Recyclables as defined in 14 CCR Section 18982(a)(43); or as otherwise defined by 14 CCR Section 17402(a)(18.7). Source Separated Bl ue Container Organic Waste is a subset of Organic Waste.

1.93 Source Separated Brown Container Food Waste
“Source Separated Brown Container Food Waste” means Source Separated Food Scraps, Food- Soiled Paper, and Compostable Plastics that can be placed in a Brown Container.

1.94 Source Separated Green Container Organic Waste
“Source Separated Green Container Organic Was te” means Source Separated Organic Waste that can be placed in a Green Co ntainer that is specifically intended for the separate Collection of Organic Waste by the Generator, excluding Source Separated Blue Container Organic Waste, carpets, Non-Compostable Paper, and textiles. Source Separated Green Container Organic Waste is a subset of Organic Waste.

1.95 Source Separated Recyclable Materials
“Source Separated Recyclable Materials” me ans Source Separated Non-Organic Recyclables and Source Separated Blue Container Organic Waste.

1.96 State
“State” means the State of California.

1.97 Tier One Commercial Edible Food Generators
“Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Supermarket.

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B. Grocery Store with a total facility size equal to or greater than 10,000 square feet.

C. Food Service Provider.

D. Food Distributor.

E. Wholesale Food Vendor.

If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Agreement.

1.98 Tier Two Commercial Edible Food Generators
“Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Restaurant with 250 or more seats, or a tota l facility size equal to or greater than 5,000 square feet.

B. Hotel with an on-site food facility and 200 or more rooms.

C. Health facility with an on-site food facility and 100 or more beds.

D. Large Venue.

E. Large Event.

F. A State agency with a cafeteria with 250 or more seats or total cafeteria facility size equal to or greater than 5,000 square feet.

G. A local education agency with an on-site food facility.

If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply to this Agreement.

1.99 Transfer
“Transfer” means the act of transferring the materials Collected by Contractor in its route vehicles into larger vehicles for Transport to other facilities for the purpose of Recycling or Disposing of such materials.

1.100 Transportation or Transport
“Transportation” or “Transport” means the ac t of conveying Collected materials from one location to another.

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

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ARTICLE 2:

GRANT AND ACCEPTANCE OF FRANCHISE

2.1 Grant and Acceptance of Franchise, Indemnity of Award Subject to the terms and condit ions of this Agreement (inclu ding but not limited to the exclusions set forth in Section 2.9 hereof) and app licable State laws, and to the rights of State, county and school district facilities to use a Solid Waste enterprise other than Contractor, City hereby grants to Contractor and Contractor hereby accepts from City, for the Term hereof, the exclusive Franchise, right and privilege to provide Solid Waste Handling Services at all Residential and Commercial Premises within the boundaries of the City (the “Franchise”).

Contractor agrees to and shall timely take all actions that are reasonably necessary to defend the validity and enforceability of this Agreemen t and shall pay all costs related to such defense. Contractor shall defend, indemnify, pr otect and hold harmless, the City, its officers, agents and employees from any and all claims, actions or proceedings to attack, set aside, void, annul or seek monetary damages resulting from an approval by the City of this Agreement. The City shall promptly notify Contractor of any su ch claim, action, or proceeding. The City and Contractor shall meet in good faith in an effort to come to a mutual agreement for a joint defense; provided that the City shall be entitled to select legal counsel of its choice to conduct the defense if an agreement cannot be reached. Contractor’s obligations to pay all costs, defend, indemnify, protect and hold harmless under this section sh all not be altered in the event City retains separate counsel.

Contractor hereby accepts the Franchise on the terms and conditions set forth in this Agreement.

2.2 Exclusive Nature of Franchise
During the term of this Agreement, except as otherwise provided in Section 2.9 below, or as may otherwise be provided by federal or State law, the rights granted to the Contractor under this Agreement shall be exclusive to the Contractor. The City will not let any contract to, or enter into any agreement with, any other Person for the performance of the services herein required to be performed by the Contractor.

To the extent permitted under State or federal law, the City shall protect the Contractor’s exclusive rights by proper ordinances, and by reasonable enforcement of those ordinances.

Should the City be required to take administrat ive, law enforcement, or other legal action against any Person that infringes on the Cont ractor’s exclusive rights, the Contractor shall reimburse the City for its reasonable administrat ive, law enforcement, or other legal costs related to any such action. Nothing herein sh all preclude Contractor from taking such legal action against third parties as it deems approp riate to protect the exclusive nature of its Franchise.

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2.3 Effective Date
The effective date of this Agreement shall be the date which the City Council approves this Amended and Restated Agreement.

2.4 Term of Agreement
The term of this Agreement shall be ten ( 10) years, commencing at midnight July 1, 2022, and expiring at 11:59 P.M. June 30, 2032, subject to ex tension as provided herein. Notwithstanding the foregoing, the unexcused failure or refusa l of Contractor to perf orm any material term, covenant, obligation or condition contained in this Agreement shall give rise to the right, in favor of City, for earlier termination of this Agreement for cause in accordance with the procedures elsewhere contained herein.

2.5 Option to Extend Term
City shall have the sole option to extend this Agreement up to sixty (60) months. The City may, upon 90-day advance written notice to the Cont ractor prior to Agreement expiration, exercise the extension option. If such extension noti ce is provided by City, the Agreement will automatically renew monthly, up to a maxi mum of sixty (60) months unless City gives Contractor a 60-day written notice of expiration.

2.6 Representations and Warranties of Contractor
Contractor hereby covenants, represents, and warrants the following to City for the purpose of inducing City to enter into this Agreement an d to consummate the transaction contemplated hereby, all of which shall be true as of the date of this Agreement and as of the Effective Date:
a) Contractor is wholly owned by Waste Recour se Technologies, Inc., a corporation duly organized and validly existing as a corporation under the laws of the State of California. b) Neither the execution of this Agreement nor the delivery by Contractor of services nor the performance by Contractor of its obligations hereunder: (1) conflicts with, violates or results in a breach of any Applicable Law; (2) conflicts with, violates or results in a breach of any term or condition of any judgme nt, decree, agreement (including, without limitation, the certificate of incorporatio n of Contractor) or instrument to which Contractor is a party or by which Contractor or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument; or (3) will result in the creation or imposition of any encumbrance of any nature whatsoever upon any of the properties or assets of Contractor.

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c) There is no action, suit or other proceeding as of the date of this Agreement, at law or in equity, or to the best of Contractor’s knowledge, any investigation, before or by any court or governmental authority, pending or threatened against Contractor or Waste Resources Technology, Inc. [parent/guaranteeing Contrac tor] which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by Contractor or Waste Resources Technology, Inc. [parent/guaranteeing Contractor] in connection with the transa ctions contemplated hereby, or which could materially and adversely affect the ability of Contractor to perform its obligations hereunder or which would have a material adverse effect on the financial condition of Contractor or Waste Resources Technology, Inc. [parent/guaranteeing Contractor]. [This provision may be waived by the City.}
d) Contractor has no knowledge of any Applicable L a w i n e f f e c t a s o f t h e d a t e o f t h i s Agreement that would prohibit the performa nce by Contractor of this Agreement and the transactions contemplated hereby.
e) Contractor has made an independent investigatio n, satisfactory to it, of the conditions and circumstances surrounding this Agreement and the work to be performed by it and is satisfied that those conditions and circumstances will not impair its ability to perform the work and provide the Collection services required by this Agreement. f) The information supplied by Contractor in a ll submittals made in connection with negotiation and execution of this Agreement, including all materials in Exhibits of this Agreement, and all representations and warranties made by Contractor throughout this Agreement are true, accurate, correct and comple te in all material respects on and as of the Effective Date of this Agreement.
g) Contractor’s representative shall have authority in all daily operational matters related to this Agreement. City may rely upon action taken by such designated representative

as action of Contractor unless the actions taken are not within the scope of this Agreement.

2.7 Conditions to Effectiveness of Agreement
The obligation of City to permit this Agreem ent to become effective and to perform its undertakings provided for in this Agreement is su bject to the satisfaction of each and all of the conditions set out below, each of which may be waived in whole or in part by City.

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a) Accuracy of Representations. Represen tations and warranties made by Contractor throughout this Agreement are accurate, true and correct on and as of the Effective Date of this Agreement.
b) Absence of Litigation. There is no litigation pending in any court challenging the award of this Franchise to Contractor or the execut ion of this Agreement or seeking to restrain or enjoin its performance.
c) Furnishing of Insurance and Bonds. Contractor has furnished evidence of the insurance and bonds required by Article 9.
d) Effectiveness of City Council Action. City's Resolution approving this Agreement shall have become effective pursuant to California law prior to the Effective Date. e) Contractor shall have paid the Contracting Fee to City, as provided in Section 3.5.

2.8 Delegation of Authority
The administration of this Agreement by the Ci ty shall be under the supervision and direction of the City Manager's office and the actions specified in this Agreement, unless otherwise stated, shall be taken by the City Manager, or his or her designee.

2.9 Limitations to Scope
Notwithstanding any provision to the contrary co ntained herein, the exclusive franchise, right and privilege to provide Solid Waste Handling Services at Premises within City granted to Contractor by this Agreement specifically exclud es the following services, which services may be provided by Persons other than Contractor, an d which may be the subject of other permits, licenses, franchises or agreements issued or entered by City:
a) Recyclable and Organic Waste. Other Persons shall maintain the right to: (1) accept Source Separated Recyclable Materials an d Source Separated Organic Waste donated from the service recipient, or (2) to pay the service recipient for Source Separated Recyclable Materials and Source Separated Or ganic Waste provided that there is no net payment made by the service recipient to such other Person. b) Donated or Sold Materials. Any items which are Source Separated at any Premises by the Generator and sold or donated to other Pers ons, including youth, civic, or charitable organizations.
c) Solid Waste, including Source Separated Recy clable Materials and/or Source Separated Organic Waste, which is removed from any Premises by the Generator, and which is transported personally by such Generator (or by his or her full-time employees) to a Solid Waste Facility in a manner consistent with all Applicable Laws and regulations;

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d) Green Waste removed from a Premises by a g ardening, landscaping, or tree trimming Contractor, utilizing its own equipment, as an incidental part of a total service offered by that Contractor rather than as a hauling service;
e) Construction and Demolition Debris which is removed by a duly licensed construction or demolition contractor or as part of a total service offered by said licensed contractor or by the City, where the licensed contractor utilizes its own equipment; f) The Collection, Transfer, Transport, Recycling, Processing, and Disposal of animal waste and remains from slaughterhouse or butcher shops for use as tallow; g) The Collection, Transfer, Transport, Recyclin g, Processing, and Disposal of by-products of sewage treatment, including sludge, sludge ash, grit and screenings; h) The Collection, Transfer, Transport, Recyc ling, Processing, and Disposal of Hazardous Substances, Hazardous Waste, Household Hazardous Waste and radioactive waste regardless of its source, including tires, used oil and used oil filters; i) The Collection, Transfer, Transport, Recyclin g, Processing, and Disposal of Solid Waste by City through City officers or employees in the normal course of their City employment;
j) Solid Waste Handling Services for government al agencies other than City, which may have facilities in City, but over which City has no jurisdiction in connection with the regulation of Solid Waste; and,
k) The Collection of Source Separated Recycl able Materials and/or Source Separated Organic Waste that are not diverted by the Contractor’s Diversion programs. l) The Food Waste or other Organic Waste diverted from Disposal removed from a Premises and delivered to hog farms or to other Premises for use as animal feed; and, m) Edible food removed from a Premises and recovered for human consumption.

The exclusive franchise, right and privilege to provide Solid Waste Handling Services within City granted to Contractor by this Agreement shal l be interpreted to be consistent with all applicable state and federal laws, now in effect and adopted during the term of this Agreement, and the scope of this Agreement shall be limit ed by all applicable current and developing Applicable Laws with regard to Solid Waste Handling Services, exclusive Franchise, control of Recyclable Materials, Solid Waste flow control, and related doctrines. In the event that future interpretations of current law, future enactments or developing legal trends limit the ability of City to lawfully grant Contractor the scope of services as specifically set forth herein, Contractor agrees that the scope of this Agreement will be limited to those services and materials which may be lawfully provided, and that City shall not be responsible for any lost profits claimed by

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Contractor to arise out of further limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial impact to other services being provided as much as possible.

2.10 City’s Right to Direct Changes

2.10.1 General
City may direct Contractor to perform additional services (including new Diversion programs, etc.) or modify the manner in which it performs existing services or bills for services. Pilot programs and innovative services which may entail new Collection methods, and different kinds of services and/or new requirements fo r Generators are included among the kinds of changes which City may direct. Contractor ackn owledges that State law may increase the Diversion requirement during the term of this Agreement and Contractor agrees to propose services to meet such Diversion requirements. Co ntractor shall be entitled to an adjustment in its Contractor Compensation for providing such a dditional or modified services, if Contractor demonstrates that its cost of service would increase. Any adjustment will be subject to majority protest approval. City may utilize cost components included in the Contractor’s Proposal in calculating equitable rate adjustments. If City and Contractor cannot agree on compensation for new or additional services, then City may contrac t with other parties for such services, which shall be considered exempt from the exclusivity provisions of Section 2.2. If Contractor cannot receive the agreed to compensation due to a majority protest Contractor will not be required to implement additional services.

2.10.2 New Diversion Programs
Contractor shall present, within si xty (60) days of a request to do so by City, a proposal to provide additional or expanded Diversion serv ices. The proposal shall contain a complete description of the following:
a) Collection methodology to be employed (equipment, manpower, etc.). b) Equipment to be utilized (vehicle number, types, capacity, age, etc.). c) Labor requirements (number of employees by classification). d) Type(s) of Containers to be utilized.
e) Type(s) of material to be Collected
f) Provision for program publicity/education/marketing. g) Three-year projection of the financial result s of the program's operations in a balance sheet and operating statement format includ ing documentation of the key assumptions underlying the projections and the support for those assumptions.

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2.10.3 City's Right to Acquire Services
Contractor acknowledges and agrees that City may permit other Persons besides Contractor to provide additional Solid Waste services not othe rwise contemplated under this Agreement. If pursuant to this Section 2.10.3, Contractor and City cannot agree on terms and conditions of such services within ninety (90) days from the date when City first requests a proposal from Contractor to perform such services, or compensation is not approved due to a majority protest.

Contractor acknowledges and agrees that City ma y permit Persons other than Contractor to provide such services.

2.10.4 Flow Control Option
City has the option to provide written directio n to the Contractor specifying a Facility for handling, Processing, and Disposal of Solid Was te, Source Separated Recyclable Materials and Source Separated Organic Waste, and other Discarded Materials. If City directs Contractor to a Facility other than an Approved Facility listed in this Agreement, or otherwise requested by Contractor, and in doing so it adversely affects the ability of the Contractor to meet either or both of the requirements of Section 9.3 and Section 4.2.6, then in this event the City and Contractor shall meet and confer and mutually agree on revised obligations for Sections 9.3 and

4.2.6. The foregoing notwithstandin g, in the event City directs Contractor to a Facility other than an Approved Facility listed in this Agreement or otherwise requested by Contractor, then a rate adjustment may be implemented based upon any demonstrable increase or decrease in costs associated with handling, Processing, Di sposal, and transportation subject to majority protest proceedings.

In the event City so notifies Contractor of its desire to cease exercising its Flow Control Option, Contractor shall have the absolute discretion to utilize any Disposal facility, transfer station, Recycling facility, Material Recovery Facility, C&D Processing Facility, Organic Waste Processing Facility, landfill, or other facility of its choosing to retain, Recycle, Process, and Dispose of Solid Waste generated within the City, provided the use of such facility by Contractor enables it to meet all other requirements of this Agreement and State law.

2.11 Ownership of Solid Waste
Once Solid Waste is placed in Containers an d properly placed at the designated Collection location, ownership and the right to possession sh all transfer directly from the Generator to Contractor by operation of this Agreement. Subject to Contractor's objective to meet the Source Reduction and Recycling goals which apply to Ci ty and City's right to direct Contractor to process and dispose of Solid Waste at a particular licensed Solid Waste Facility or to dispose of Solid Waste at a particular licensed Disposal Site, if and only if City exercises such right by providing specific written direction to Contrac tor, Contractor is hereby granted the right to retain, Recycle, process, Dispose of, and otherwise use such Solid Waste, or any part thereof, in any lawful fashion or for any lawful purpose desired by Contractor; this does not impact Contractor’s right to retain Recyclable Materi als revenue under Section 4.2.5. Subject to the provisions of this Agreement, Contractor shall have the right to retain any benefit resulting from

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its right to retain, Recycle, process, Dispose of, or reuse the Solid Waste, Organic Waste, and Recyclable Materials which it Collects. Solid Waste, Organic Waste, and Recyclable Materials, or any part thereof, which is disposed of at a Disposal Site or sites (whether landfill, transformation Facility, transfer station, A pproved Organic Waste Processing Facility or Material Recovery Facility) shall become the property of the Owner or operator of the Disposal Site(s) once deposited there by Contractor. Ci ty may obtain ownership or possession of Solid Waste placed for Collection upon written notice of its intent to do so, however, nothing in this Agreement shall be construed as giving rise to any inference that City has such ownership or possession unless such written notice has been given to Contractor.

2.12 Contractor Status
Contractor represents and warrants that it is duly organized, validly existing and in good standing under Applicable Laws. It is qualifie d to transact business in the State of California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement.

2.13 Contractor Authorization
Contractor represents and warrants that it ha s the authority to enter into and perform its obligations under this Agreement. The Board of Directors or partners of Contractor (or the shareholders, if necessary) have taken all actions required by Applicable Law, its articles of incorporation, and its bylaws or otherwise to au thorize the execution of this Agreement. The Persons signing this Agreement on behalf of Co ntractor have authority to do so. Contractor shall authorize one employee for the City as a sing le point of contact fo r issues arising under this Agreement. City may accept that this empl oyee’s actions are taken on behalf of and with the full approval of the Contractor.

2.14 Annexations
This Agreement extends to any territory annexed to the City during the term of this Agreement except to the extent that Collection by Contrac tor within that annexed territory would violate the provisions of Public Resources Code Sectio n 49520. In such event, this Agreement shall become effective as to such area at the earliest possible date permitted by law, and City agrees that it shall cooperate with Contractor to fulf ill any requirement necessary for Contractor to serve the annexed area consistent with this paragraph.

2.15 Mandatory Service
At all times during the term of this Agreement, the City shall require the Owner of each occupied Premises where Solid Waste is produced to sub scribe to the Collection service provided for in this Agreement.

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2.16 Permits and Licenses
Contractor shall acquire and maintain all nece ssary permits and licenses for the Collecting, transporting, Processing, and storing of Solid Waste, Source Separated Recyclable Materials and Source Separated Organic Waste, disposing of Solid Waste, and the Recycling of Source Separated Recyclable Materials as required unde r this Agreement. Failure to maintain all required permits shall be deemed a material breach of contract for which City may terminate this Agreement as provided in Article 11. Contractor must follow requirements of Chapter 5.04 of the Gardena Municipal Code, including, bu t not limited to, obtaining a City of Gardena business license.

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ARTICLE 3:

FRANCHISE FEE, ADMINISTRATIVE FEE & RECYCLING SURCHARGE In addition to any other consideration set forth he rein, as part of its consideration for entering into this Agreement, and for the exclusive Franchise, right and privilege to provide Solid Waste Handling Services as specified herein, Contractor shall provide the following:

3.1 Franchise Fee
In consideration of the exclusive Franchise granted pursuant to this Agreement, the Contractor shall pay to the City Franchise Fees.

3.1.1 Section Reserved

3.1.2 Quarterly Franchise Fee
In consideration of the exclusiv e Franchise provided in Section 2.1 of this Agreement, Contractor shall pay to City ten-percent (10%) of Gross Reve nues from services provided to Residential Premises Customers, and twelve-percent (12% ) of Gross Revenues for all other services provided by Contractor of the Gross Revenues derived by Contractor from services provided in City. Concurrent with each Franchise Fee paym ent, Contractor shall provide an accounting worksheet showing the amount, if any, of delinquent Customer accounts.

3.1.3 Time and Method of Quarterly Franchise Fee Payment On or before the fifteenth (15th) day following the end of each calendar quarter, during the Term of this Agreement, Contractor shall remit to City a sum of money equal to the percent, as provided in Section 3.1.2, of the Gross Revenues collected by Contractor for Franchise services provided within City, during the preceding calendar quarter, as a Franchise Fee. If the Franchise Fee is not paid on or before the fifteenth (15th) day followin g the end of the calendar quarter, Contractor shall pay to City a penalty in an amou nt equal to two percent (2%) of the amount owing for that quarter. Contractor shall pay an additional two percent (2%), on any unpaid balance for each following thirty (30) day pe riod the Franchise Fee remains unpaid. Late payment penalties shall not be included in any revenue requirement.

Each quarterly remittance to City shall be accompanied by a statement detailing Gross Receipts for the period covered from all operations conducted or permitted, pursuant to this Agreement.

In addition, Contractor shall maintain copies of all Billing and Collection records for five (5) years, following the date of Billing, for inspection and verification by City at any reasonable time upon request.

3.2 AB 939/SB 1383 Regulatory Reimbursement

3.2.1 Amount
The City has incurred expenses for preparing an d adopting the Source Reduction and Recycling and Household Hazardous Waste Elements (SRRE and HHWE, respectively) required by AB

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939. City has, and will continue, to incur expenses for implementing the programs in the SRRE and HHWE. Therefore, Contractor shall remit to the City one and a half-percent (1.5%) of Gross Revenues, or another amount as approved by ordinance or resolution of the City Council, per calendar quarter as an AB 939/SB 1383 Regulato ry Reimbursement for Solid Waste Handling Services performed in the City. Contractor will collect these fees from Customers on the regular Billings and remit collected amounts to City on a quarterly basis, as provided below. Contractor may be required to separately identify the Fee an d other specific costs on bills as determined and directed by City.

3.2.2 Time and Method of Payment
Except as expressly provided below, during the term of this Agr eement and any extension thereof, Contractor shall remit the AB 939/SB 1383 Regulatory Reimbursement per calendar quarter to City in the same fashion and subject to the same terms and conditions as the Franchise Fee. Contractor shall continue to pay the same percentage amount each quarter until the AB 939/SB 1383 Regulatory Reimbursement is changed by City resolution.

3.3 Section Reserved

3.4 Other Fees
In addition to the other consideration described in this Agreement, Contractor shall pay to City on December 30th for each year of the term of this Agreement, or any extension thereof, the amount of one-hundred and five thousand dollars ($105,000) for support of community events.

WRG will be recognized at community events that it supports monetarily.

3.5 Contracting Fee
In addition to the other consideration described in this Agreement, Contractor shall within thirty (30) days of the execution of this Agreement, pay City its reasonable costs for developing and negotiating this Agreement in an amount not-to-exceed eighty-nine thousand dollars ($89,000).

3.6 Payments in Lieu of Other Taxes
All sums payable by Contractor to City under this Agreement shall be in lawful money of the United States and shall be in lieu of any licen se tax which might otherwise be imposed by City for the privilege of Contractor conducting its business under this Agreement in City, other than any business license tax imposed by City pursuant to the Municipal Code.

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ARTICLE 4:

DIRECT SERVICES

4.1 Refuse

4.1.1 General
The work to be done by Contractor pursuant to this Agreement shall include, but not be limited to, the furnishing of all labor, supervision, equi pment, materials, supplies, and all other items necessary to perform the services required. The enumeration of, and specification of requirements for, particular items of labor or equipment shall not relieve Contractor of the duty to furnish all others, as may be required, whet her enumerated elsewhere in the Agreement or not.

The work to be done by Contractor pursuant to this Agreement shall be accomplished in a thorough and professional manner so that th e residents within City are provided reliable, courteous and high-quality Solid Waste Collectio n at all times. The enumeration of, and specification of requirements for, particular aspects of service quality shall not relieve Contractor of the duty of accomplishing all other aspects in the manner provided in this section, whether such other aspects are enumerated elsewhere in the Agreement or not.

All Collection systems shall comply with CalRec ycle requirements under SB 1383 as described in Exhibit 7.

4.1.2 Residential Cart Refuse Collection
Contractor shall provide all Customers at Reside ntial Premises without Bin Service with one Cart (“Refuse Cart(s)”). Customers may select a 64, or 96-gallon Cart. The 64-gallon Cart shall be the default in the event that a size is not selected. Collection frequency shall be not less that once per week from Contractor-provided Carts plac ed at a suitable location, which is typically on the curb, but may be in the street against the curb or in the alley. If there is a dispute between a Customer and Contractor as to whether Cart or Bin service shall be provided, or the proper location for Cart placement, City will make the final determination.

Cart Customers that regularly require more than one Refuse Cart may request additional Carts for an additional charge per Cart per month in accordance with the approved rate schedule.

Multi-Unit Residential Premise Cu stomers receiving Refuse Cart services are entitled to the same services as Residential Premises Cart Customers and will pay the same rates, per unit.

4.1.3 Service for Disabled Customers
Contractor shall collect Solid Waste from the re ar yard or other location convenient to the resident for physically challenged residents with State of California handicapped placards, or documentation from a state or federal agency confirming the Customer ’s disability, at no additional charge to the resident or City. Such a physically challenged resident shall provide Contractor with verification as described above and shall also provide permission to Contractor

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to enter his or her property to collect Solid Was te and verification that no other able-bodied person live in the household. New Customers shall be notified of this option upon requesting service. Non-qualified Residential Premises Cart Customers may request this service and shall pay the Non-qualified private property rates included in the approved rate schedule.

4.1.4 Bin Refuse Collection
Contractor shall provide Bin Service to Single-Unit Residential Premises Customers that request this service, Multi-Unit Residential Premises Customers not receiving Cart service, and Commercial Customers. Contractor shall Collect and remove all Refuse that is placed in Bins from the property of Customers receiving Bin Service, at least once per week and more frequently if required to handle the waste generated at the Premises where the Bins are located.

Special consideration shall be given when determining the pickup areas to ensure that the flow of traffic is not impeded. Repeated, reason able public complaints about unreasonable interference with traffic flows may constitute a default or violation of this Agreement.

Customers may lease from Contractor or third party’s compaction equipment that may be attached to Bins. The provision of compaction equipment is outside the scope of the Agreement.

Collection of Bins using these devices remains within the scope of th is Agreement unless otherwise excluded per Section 2.9.

4.1.5 Commercial Premises Cart Service
As an alternative to the requirements of Section 4.1.4, Contractor shall offer Collection in Refuse Carts to Customers at Commercial Premises that do not have space for, or do not generate enough waste to require the use of Bins for Collection at rates shown in the approved rate schedule. If Contractor and Customer have a disagreement as to whether a Refuse Cart is appropriate, or if City determines the Collection in a Refuse Cart causes health and safety or other concerns, City shall make the final determination as to whether Collection in a Refuse Cart may occur.

4.1.6 Overflowing Containers
Customers that regularly produce more Refuse than their current level of service can accommodate may have their service level in creased in accordance with the following procedure:

First Incident in a Six-Month Period – If more ma terial is placed for Collection than fits in a Container, Contractor shall photograph the overfl owing Container and send to the Customer (at both the service and billing addresses) the picture and a letter instructing that the next instance of an overflowing Container may result in a charge.

Second Incident in a Six-Month Period – Upon th e second event of an overfilled Container in a six-month period, Contractor shall photograph the overflowing Container and send to the Customer the picture and a letter instructing that a third incident in that same six-month period may result in an increase in the level of servic e. If the Container overflowed sufficiently to require the driver to leave the Collection vehicle to clean around the Container, Contractor may

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charge the Container Overage Cleanup fee in the approved rate schedule.

Third Incident in a Six-Month Period – Upon the third event of an overfilled Container in a six- month period, Contractor shall photograph the overflowing Container and send to the Customer the picture and a letter no tifying Customer of an increase in its service level. If the Container overflowed sufficiently to require the driver to leave the Collection vehicle to clean around the Container, Contractor may charge th e Container Overage Cleanup fee in the approved rate schedule.

In the event that this Section gives rise to a dispute between Contrac tor and a Customer, City shall settle the dispute in accordance with Section 5.2.3.

4.1.7 Roll-off Box Service
Contractor shall provide exclusive (as limited by Section 2.9) permanent and temporary Roll-off Box Collection service upon request. Contracto r must deliver a temporary Roll-off Box to a Customer within one business day (excluding Sa turday, Sunday and holidays listed in Section

4.5.1) of request. Contractor may not charge for any services not listed in the rate schedule without prior approval of the City.

Contractor will provide standard 10 to 40-cubic-yard standard Roll-off Boxes. The provision of compactor Roll-off Boxes, which are enclosed Containers attached to a compaction device, is not included in this Agreement. Providing service to such compactor Roll-off Boxes is included.

4.1.8 Temporary Bin Service
Contractor shall provide exclusive (as limited by Section 2.9) temporary Bin Service to Customers upon request. Contractor must de liver a temporary Bin to a Customer by the following business day (excluding Saturday, Su nday or holidays listed in Section 4.5.1), if requested by 12:00 noon; otherwise, delivery shall be no later than the second day. Rates for temporary Bin Service are listed separately in the approved rate schedule.

4.1.9 Scout Service
Upon Customer request, Contractor shall provide scout service, whereby Contractor will access Containers using a small vehicle either to move Containers to street or other public right-of-way for Collection or Collecting Solid Waste directly from Container storage location. The Contractor may charge the scout rate included in the appr oved rate schedule to move or retrieve a Container when operationally required in order to safely position the Container for Collection.

In the event of a dispute between Contractor and Customer as to whether scout service will be used, the City will make the final determination. If a scout fee is charged, then a Bin pushout fee shall not be charged.

4.1.10 Bin Pushout Service
Upon Customer request, Contractor shall provide Bin pushout service, whereby Contractor will move Containers manually to facilitate Collection. The Contractor may charge the pushout rates

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included in the approved rate sch edule to move or retrieve a Container over twenty-five (25) feet to facilitate Collection. For Containers in Bin enclosures, the measurement of distance shall be from location of the Bin once removed from the enclosure to the point of Collection. In the event of a dispute between Contractor and Customer as to whether pushout service will be used, the City will make the final determination. If a Bin pushout fee is charged, then a scout service fee shall not be charged.

If Contractor must place a Bin in the public right-of-way to facilitate Collection, Contractor shall not permit the Bin to remain in the public right-of-way over one hour. If the Bin is stored under a chute for Solid Waste Collection, the Bin must be serviced and returned immediately.

4.1.11 Locking Bins
Contractor shall provide locking Bin Service (providing the hasp and lock and servicing the lock) to Customers that request such service in accordance with the approved rate schedule.

4.1.12 Return Trip Fee
Contractor may charge a fee, per the approved rate schedule, in the event that Contractor arrives on time for a scheduled Collection of Carts, Bins or Roll-off Boxes, and is impeded from Collection due to Container being blocked or othe rwise unable to be Collected due to issues within the Customer’s control, and Contractor must return a second time for Collection. Charge may be assessed for the trip, not per Container, in the event of a Cust omer with multiple Containers. If Contractor attempts to contac t Customer to confirm that the Container is accessible, but Customer is non-responsive, Contractor need not return that day and, therefore, may not charge the return trip fee.

4.1.13 On-Call Bulky Item Pickup
Contractor will provide four (4) bulky item pickup s of up to three (3) cubic yards of items per unit annually to Residential Premises Customer s. Customer must request pickup prior to 2:30 p.m. on the day prior to collection. Collections in excess of four (4) per year and/or three (3) cubic yards per unit will be charged per the approved rate schedule.

Contractor will provide four (4) bulky item pickup s of up to three (3) cubic yards of items per unit annually to Multi-Unit Residential Premis es Customers. Customer must request pickup prior to 2:30 p.m. on the day prior to Collection. Collections in excess of four (4) per year and/or three (3) cubic yards per unit will be charged. Contractor shall Collect all Bulky Items as defined in Section 1.15 including items referred to as Electronic Waste or “E-Waste” as defined in Section

1.40. The following provisions shall apply to this program:
a) No single item that cannot be handled by two workers will be accepted. b) The following items will not be picked up: Hazardous Substances, including waste oil or anti-freeze. For the purposes of this sectio n, and televisions, monitors and other items referred to as “E-Waste” are not consider ed hazardous and will be Collected by and

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disposed of in accordance with this section as well as Sections 4.1.14 and 4.1.15 by Contractor.

Residential and Multi-Family Premises Customers that exceed the number of free pickups and Commercial Customers may receive Bulky Item Co llection under the same terms for a fee, in accordance with the approved rate schedule.

Contractor will notify all Residential Premises Customers annually, beginning within thirty (30) days of effectiveness of this Agreement, of this service. New Customers shall be notified of this service upon request of Collection services.

Contractor will develop a warning notice to inform Customers who set out Bulky Items without contacting Contractor one calendar day prior to se tting out items, and that exceed the number of items per pickup, or the number of pick ups per year, that they may incur a charge in accordance with the approved rate schedule.

4.1.14 Bulky Item Diversion
Bulky Items Collected by Contractor in accord ance with Section 4.1.13, or otherwise Collected under this Agreement, may not be landfilled or disposed of until the following hierarchy of Diversion efforts has been followed by Contractor:
a) Reuse as is
b) Disassemble for reuse or Recycling
c) Transport Bulky Items and reusable items to the appropriate Approved Facility for Reuse, Processing
d) Transport Green Waste to the Approved Organic Waste Processing Facility for Processing
e) Transport paper products to the Approved Source Separated Recyclable Materials Processing Facility for Processing
f) Disposal
This hierarchy is intended to preclude the use of front or rear loading packer vehicles for Bulky Items unless the compaction mech anism is not used to compact the Bulky Items, unless they have been designated for Disposal.

Contractor shall ensure that Bulky Items containi ng Freon, such as refrigerators, freezers and dehumidifiers, are safely dismantled, and h azardous/toxic materials are Disposed of in accordance with all current and future regulations.

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4.1.15 Diversion of Electronic and Other Special Wastes Contractor shall Divert waste requiring special handling, such as Electronic Waste, or “E- Waste,” and Universal Waste, or “U-Waste,” Collected in accordance with Sections 4.1.13, 4.1.14 and 4.1.15, or by other means under this Agreem ent, by taking these goods to a properly permitted facility, and not by landfilling.

4.1.16 Sharps Collection Program
Contractor shall provide Customers, at no additional charge, within one week of request, a pre- paid, postage-paid mail-back container to safe ly Collect Sharps and send Sharps for proper Disposal. Residents are limited to one (1) co ntainer at no additional charge per quarter, additional containers will be available for an additional charge. Each container shall be of adequate volume to accommodate the needs of a diabetic Person for a three-month period.

4.1.17 Medication Takeback Program
Contractor will assist the City in increasing awareness of medication takeback programs provided by local pharmacies, or programs offe red by other government entities. Promotional activities will include: posting on Cont ractor’s website, inclusion in the annual brochures/mailings mailed to each Residential Premises Customer, Billing inserts, social media targeted outreach, and press releases to local news outlets.

4.2 Recycling

4.2.1 General
The Parties agree that the list of accepted typ es of Source Separated Recyclable Materials included in Section 1.79 may be added to or removed from this list from time to time by mutual consent or at the sole discretion of the City provided that in all cases Source Separated Recyclable Materials (including Paper Products and Printing and Writing Papers as defined by SB 1383, 14 CCR Section 18982(a)) is included for Collection. Contractor shall not add or remove materials to or from this list without written approval from the City or signed amendment to the Agreement, and such approval shall not be un reasonably withheld. Contractor will update public education materials accordingly as n ew items are added to those recovered by the Facility. Prohibited Container Contaminants shall not be Collected in the Blue Containers, or Containers with Blue lids.

Contractor shall Transport the Source Separated Recyclable Materials to (i) the Approved Source Separated Recyclable Materials Processing Facili ty, or (ii) the Approved Transfer Facility for Transfer and Transport to the Approved Source Separated Recyclable Materials Processing Facility, as specified in Exhibit 6.

4.2.2 Source Separated Recyclable Materials Collection for Cart Refuse Customers Contractor shall provide all Customers receiving Cart Refuse Collection with a Blue 64-or 96- gallon Cart for Collection of Source Separated Recyclable Materials and shall Collect all Source

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Separated Recyclable Materials placed therein fo r Collection not less than once per week at no additional charge.

Contractor shall Collect Recyclable Material placed in Recycling Carts for Collection from each Customer on the same day as Customers’ Refuse Cart is Collected.

Contractor will update public education materials accordingly as new items are added to those recovered by the Facility. Customers that re gularly fill their Recycling Cart may request additional Carts at no additional charge.

4.2.3 Commercial Recycling
Contractor agrees to provide, at no addition al charge, unlimited Source Separated Blue Container Recyclable Materials Collection serv ice to Multi-Unit Residential Premises and Commercial Customers requesting it from the Contractor. Contractor may purchase Source Separated Blue Container Recyclable Materials from its Customers as well. The Contractor agrees to provide Recycling Bins, Cans or Carts to such Customers in sufficient quantities to meet the Recycling needs of each Customer.

Contractor also agrees to make programs available for all other Source Separated Blue Container Recyclable Materials for which it has establis hed markets. The Contractor shall notify all Customers via a mailed notice prior to the start of services under this Agreement, and in each annual notice or, if requested by City, second no tice to Customers, of the availability of Source Separated Blue Container Recyclable Materials Recycling Collection programs.

4.2.4 Mandatory Commercial and Multi-Unit Resi dential Premises Source Separated Recyclable Materials Program
All Commercial and Multi-Unit Residential Premises ' accounts that meet the criteria set for in AB 341 and SB 1383 shall have a documented Re cycling program in place, either through Contractor’s program, or third-party Recycling efforts.

Contractor will promote Commercial and Multi-Unit Residential Premises Recycling programs and assist the City in providing reports on Customers’ Recycling efforts. Reports will be updated on a monthly basis and submitted with Contractor monthly reports to the City. Contractor will report all Customers that have service levels within the thresholds of AB 341 on reporting forms provided by the City. The report will docume nt whether the Customer receives Recycling service from the Contractor (Self-recycles or receives Recycling from a third party.

The City will assist Contractor is promoting and notifying customers of their need to comply with the regulations.

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4.2.5 Marketing and Sale of Recyclable Materials
Contractor shall be responsible for marketing an d sale of all Recyclable Materials Collected pursuant to this Agreement. Contractor may re tain revenue from the sale of Recyclable Materials and shall report the amount of such revenues to City upon request.

4.2.6 Minimum Recycling Requirements
Contractor shall divert from landfilling, a minimu m of 27% of all Solid Waste it Collects under this Agreement annually for the 12 months endi ng December 31 of each calendar year during the term of this Agreement.

Contractor shall also Recycle or divert from landfill sufficient waste to ensure that the City meets the then current AB 939 requirements for diversion City-wide (currently 50%) Contractor shall only be considered to have met this requirem ent under this Agreement if the City’s annual report to the CalRecycle shows a greater than 50% diversion rate and if the CalRecycle approves the City’s reports as having a greater than 50% diversion rate in connection with efforts to meet City’s AB 939 diversion goals.

Contractor must meet both diversion obligatio ns; meeting one requirement does not relieve Contractor of the other. Liquidated damages sh all be assessed under Section 11.4 for failure to meet these goals.

Contractor shall Divert from landfilling the State-mandated Construction and Demolition Diversion percentage required by CALGreen, currently 65%, of all Construction and Demolition Debris loads Contractor Collects under this Agre ement. This percentage may change in the future if CALGreen’s requirements change.

Upon the request of either party, not more often than once every two (2) years, the Parties agree to meet and confer regarding adjustments to the minimum Diversion rate, based on factors including waste characterization data provided by Contractor, trends in source reduction and reuse, trends in third party Diversion, extent of reverse logistics, the availability of permitted Facilities that are capable of Processing material to achieve the required levels of Diversion, emerging methods of Processing and Recycling/ reusing new waste materials, the availability of markets, transportation constraints, embarg oes, and the impact of scavenging. City shall consider such information provided by Contractor and other industry data and shall, at its sole discretion, determine if any adjustments to the minimum Diversion requirements shall be made, and such changes must be approved by the City Council before becoming effective.

If these Diversion requiremen ts are not met, City may instruct Contractor to initiate new programs at Contractor’s expense in order for this goal to be met on a consistent basis.

Contractor as Authorized Recycling Agent. City hereby designates Contractor as an authorized Recycling agent (though not the sole agent) for th e purposes of conducting Recycling activities within the City pursuant to the terms of Public Resources Code Section 40105. Notwithstanding the foregoing, Contractor at all times shall be and remain independent from the City.

March 22, 2022 42 City of Gardena

4.3 Organics Waste Program – General
All Generators of Food Waste shall be provided a Source Separated Organic Waste Collection program that complies with the requirements of Section 4.5.14 Transfer, Processing and Disposal and Exhibits 6 and 7. Organic Wastes that are to be accepted for Collection in the Source Separated Organic Waste Collection program as described in Section 1.69. The Parties agree that types of Organic Waste may be added to or removed from this list from time to time by mutual consent or at the sole discretion of the City. Contractor shall not add or remove materials to or from this list without written approval from th e City or signed amendment to the Agreement, and such approval shall not be unreasonably withheld. Carpets, Non-Compostable Paper, textiles, and Prohibited Container Contaminants shall not be Collected in the Green Containers.

4.3.1 Organic Waste Cart Collection
Contractor shall provide weekly Collection of Source Separated Organic Waste on the same day as Refuse Collection from the City’s Residentia l Customers receiving Cart Refuse Collection, and one-unit homes with Bin service, from the same set-out location as Refuse Containers.

Contractor shall Collect Source Separated Or ganic Waste placed in 64-gallon Contractor- provided Containers and bundled Green Waste. Customers may request 96-gallon Carts at no additional charge. Contractor is responsible for moving all Containers as necessary for Collection, and then returning them to their original location. Contractor shall have an Organic Waste Recycling program whereby it, at a minimum, Collects the types of Organic Waste required by CalRecycle for Residential Cart Cust omers. Contractor shall ensure that all public education and outreach is updated to reflect materials that may be placed in Organics Materials Containers as they change during the term of this Agreement.

Contractor shall only be obligated to Collect Green Waste set out for Collection in bundles if it is a maximum of four (4) feet long and eighteen (18) inches in diameter.

Customers may request additional Source Sep arated Organic Waste Carts at no additional charge.

March 22, 2022 43 City of Gardena

4.3.2 Holiday Tree Collection Program
Contractor shall Collect all holiday trees discard ed by Residential Premises customers on the regularly scheduled weekly Collection days from the first Collection day after Christmas Day through January 22, at no additional charge. Afte r this period, trees will be Collected as Bulky Items under Section 4.1.13. Trees up to seven (7) f eet in length will be Collected and Diverted without Customers needing to cut them. Contrac tor may request that Customers with larger trees cut the trees to pieces no longer than se ven (7) feet and that ornaments and stands be removed prior to placement at Collection point (curb, beside Bin or as otherwise determined by Customer and Contractor). In addition to curb side collection, Contractor shall place Roll-off boxes at three local parks for drop off of holiday trees through January 22. Contractor will Divert all holiday trees from landfilling. Contractor shall Process all holiday trees that are properly set out for Collection as Source Separated Organic Waste in accordance with Exhibit 6.

4.3.3 Commercial and Multi-Unit Residential Premises Organics Collection Contractor shall provide Source Separated Orga nic Waste Collection, including Food Waste, from all Commercial and Multi-Unit Residential Premises Customers that generate Food Waste.

At a minimum the program will include Organi cs Cart Collection service and Organics Bin Collection service at the rates included in approved rate schedule.

4.3.4 Collection
Contractor shall Collect, process and Divert Or ganic Waste from Commercial and Multi-Unit Residential Premises Customers. Contractor sh all provide a program sufficient to enable City and Customers to meet or exceed the requirements of AB 1826 and SB 1383.

Contractor shall tailor the appropriate program to accommodate the waste generation and space constraints of each Customer. Contractor shall o ffer the following options, all-inclusive in this program:
a) Organic Waste Cart: Customers that have the space for an additional Cart will have the option to receive a Commercial Organic Waste Cart.
b) Organic Waste Bins: Customers that have the space and need for a larger Container have the option to receive an Organic Waste Bin for Collection.

Carts and Bins shall comply to the color and labeling requirements of SB 1383.

4.3.5 Mandatory Commercial and Multi-Unit Residential Premises Organic Waste Program Contractor will promote Commercial and Multi-Un it Residential Premises Source Separated Organic Waste programs and assist the City in providing reports on Customers’ Organic Waste Diversion efforts. Reports will be updated on a monthly basis and submitted with Contractor monthly reports to the City. Contractor will re port all Organic Waste generating Commercial and Multi-Unit Residential Premises Customers on reporting forms provided by the City. The

March 22, 2022 44 City of Gardena
report will document whether the Customer re ceives Source Separated Organic Waste service from the Contractor (Self-recycles or receives Organic Waste Diversion from a third party.

Contractor will incorporate education regarding Organic Waste Recycling and the State requirements into materials produced unde r Section 5.3 and will develop its own Organics- specific instructional materials for use in educat ing participating Customers. All participants receive as-needed or as-requested, on-site trai ning from Contractor for management, kitchen staff, service employees, janitors, etc. Contractor will create and distribute a letter to all Customers. Additional materials may include instructional posters, brochures, or other formats as mutually agreed to between City and Contracto r. As with all outrea ch material, all items must be submitted for review and approval by City prior to distribution.

4.3.6 Roll-off Box Source Separated Organic Waste Collection Service Contractor shall make permanent Roll-off Box Source Separated Organic Waste Collection available to all Customers that are required to have such service at the rates included in the approved rate schedule.

4.3.7 Food Recovery Assistance
a) Within thirty (30) days of execution of this Agreement, and at least annually thereafter, Contractor shall assist the City and/or its cons ultants in conducting inspections of Tier One Commercial Edible Food Generators, Food Recovery Organizations, and Food Recovery Services to assess compliance with the requirements of 14 CCR Chapter 12 Article 10. Commencing January 1, 2024 and at least annually thereafter, Contractor shall expand its assistance to include Tier Two Commercial Edible Food Generators. b) At least annually, the Contractor shall provide Commercial Edible Food Generators with the following:
i. Information about the Contractor’s and/or City’s Edible Food Recovery program; ii. Information about the Commercial Edible Food Generator requirements under 14 CCR Chapter 12 Article 10;
iii. Information about Food Recovery Organi zations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and,
iv. Information about actions that Commercia l Edible Food Generators can take to prevent the creation of Food Waste.
c) The Contractor may provide the education information required by this section (subsection b above) by including it with regularly scheduled notices, education materials, billing inserts, or other information disseminated to Commercial Businesses.

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d) Contractor shall cooperate with the implemen tation, expansion, or operation of Food Recovery efforts in the City, Food Recove ry Organizations, and/or Food Recovery Services.

4.4 City Facilities Collection
Contractor shall provide Refuse, Source Separat ed Recycling, and Source Separated Organic Waste Collection and Disposal/Processing service in Carts, Bins, or Roll-Off Boxes for materials generated at Premises owned and/or operated by City now and in the future at no additional charge to City or ratepayers. City facilities as of the Effective Date of this Agreement are included in Exhibit 8. Contractor shall make Collections from Containers Monday through Friday or on Saturdays following non-working ho lidays. Collections shall be scheduled at a time mutually agreed upon by Contractor and City.

Contractor shall provide, at City's direction, Co llection, Transport, Disposal, Processing and consulting services entailing:
a) Collection of Refuse from all City facilitie s and parks at least once per week or more frequently if required or requested by City staff;
b) Collection of Source Separated Organic Waste and Source Separated Recyclable Materials from City facilities and parks;
c) Collection and proper Disposal of Electronic Waste such as defined in Section 1.40, that are generated by, and placed for Collection at , City facilities, or Collected as abandoned items under Section 4.4.7.

4.4.1 City Sponsored Events
Contractor shall provide Refuse, Source Separat ed Recycling, and Source Separated Organic Waste Collection and Disposal/Processing service for City-sponsored events at no additional charge to City or ratepayers. This shall include providing Refuse Containers (Carts, Bins, Roll- off Boxes, and cardboard waste boxes with line rs) to Collect and dispose of all Refuse.

Contractor shall provide Recycling Containers fo r the Collection of Recy clable and Organics Materials. City-sponsored events include, but are not limited to:
a) Jazz Festival
b) Food, Wine and Cigar Festival
c) Heritage Festival
d) Gardena Beautiful Day
e) Winter Wonderland

March 22, 2022 46 City of Gardena

4.4.2 Section Reserved

4.4.3 Neighborhood Cleanups
Not more than ten (10) times a year, Contractor shall be required to provide a neighborhood- wide cleanup within thirty (30) days of receipt of written notice from the City Manager or his or her designee. During each event, Residential Customers within the designated neighborhood(s) may place Bulky Items curbside for Collection by Contractor at no additional charge to City or ratepayers, consistent with the terms and provisions of this Agreement.

4.4.4 Paper Shredding Event
Contractor shall provide an on-site mobile sh redding service for use by City residents (a “Shredding Event”) one (1) time per calendar year in coordination with one of the Cleanups described in Section 4.4.3 at no additional ch arge to City or ratepaye rs. The Shredding Event shall be provided at a date, time, and location designated and approved by the City, in his or her reasonable discretion, and should be for a minimum of three (3) hours in duration. In the event inclement weather prevents a Shreddi ng Event from occurring, Contractor shall reschedule the Shredding Event to a date, time and location designated and approved by the City. The Shredding Event shall be conducted at Contractor’s sole cost and expense, utilizing equipment, personnel, and methods appropriate for such event, as approved by the City. Prior to each Shredding Event, Contractor shall coordinate with City staff and/or public safety personnel to make arrangements for safe, conven ient, and effective access to and participation by City residents in the Shredding Event and sh all procure all necessary insurance coverage.

Residents participating in the Shredding Event mu st be able to visually observe the materials they delivered to the Shredding Event. Contractor shall publicize each Shredding Event through methods, and using materials, approved by the City, at no cost to the City.

4.4.5 Compost Giveaway
Contractor shall provide one compost giveaway event per calendar year. Gardena residents will be allowed to fill up their containers on a firs t-come, first-serve basis. Contractor shall provide forty (40) cubic yards of compost material deliver ed to a location designated by the City. Any compost material remaining after event shall be removed by Contractor. The compost giveaway events will be coordinated with the City and can be held in conjunction with other City events.

4.4.6 Litter Container Collection
Contractor shall Collect all Solid Waste deposited in City-owned street litter Containers and Solid Waste Container enclosures at City parks included in Exhibit 9 as necessary to prevent overflow at all existing locations at no additional cost to the City or ratepayers. Contractor shall Divert from landfilling all dry Source Separated Recyclable Materials and Source Separated Organic Waste Collected from City-owned street litter Containers (including “Big Belly”

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Containers at City bus stops) and from Solid Waste Container enclosures at City parks. Any liners needed to service Containers shall be provided by Contractor. The number of street litter Containers, Big Belly bus stop Containers, and Solid Waste Container enclosures at City parks to be Collected at no additional charge may be in creased by up to five percent during the term at no additional charge.

4.4.7 Abandoned Item Collection
Contractor will Collect all abandoned items upon notification by the City for no additional charge to City or ratepayers. If Contractor is notified before 1:00 p.m., items will be removed the same day. If Contractor is notified after 1:00 p.m., items will be removed by 12:00 noon the following day. Contractor’s drivers shall report Bulky Items which are left next to Bins or in enclosures to the Route Supervisor to be Co llected within the timeframe outlined above.

Contractor shall follow the Bulky Item Diversio n requirements included in Section 4.1.14 for Bulky Items Collected by the City. This material must be handled in accordance with Exhibit 6.

4.4.8 Large Venue and Event Assistance, Event Recycling Contractor shall assist City planners of Large Venue events with reporting and planning needs to provide Recycling and Organics Materials Di version as may be useful in meeting the requirements of AB 2176 and SB 1383, and in lower ing Disposal quantities generated at such events at no additional charge to City or ratepayers.

4.4.9 Tree Trimming Program
Contractor will Collect and Process all tree trimmi ng debris collected by the City as requested by the City at no additional charge to City or ratepayers in compliance with Exhibit 6.

4.4.10 Provision of Recovered Organic Waste Products
Contractor shall procure and provide to City quantities of Compost, Mulch, and/or Renewable Natural Gas from California-derived Organic Waste to assist the City in meeting the per capita annual Organic Waste produc t requirement contained in SB 1383 (14 CCR Section 18993.1).

Contractor may meet this obligation by one or a combination of the following activities:
a) Bulk Compost and/or Mulch - Contractor shall make available to City bulk Compost and Mulch that meet requirements defined in SB 1383, and shall Transport such material to City upon request, for City use in City parks and facilities at no cost to the City. b) Compost Giveaway as described in Section 4.4.5.
c) Use of Renewable Natural Gas in Collection vehicles.

Contractor shall implement best-e fforts to ensure sufficient ca pacity of recovered Organics Waste products to meet the mandatory procurement requirements for jurisdictions contained in SB 1383 (14 CCR Section 18993.1) and to comply with specifications of these materials as defined in SB 1383, as may be amended, during the te rm of this Agreement including Agreement

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extensions granted by the City.

4.4.11 Contractor Warranty of Recovered Organic Waste Products Contractor warrants that all Organic Waste prod ucts provided by the Contractor and/or its Subcontractors and used within the City are free from pathogens and inorganic waste material that may be harmful to the health and welfare of the City and meet or exceed the physical contamination, maximum metal concentration, and pathogen density standards for land application specified in 14 CCR Section 17852(a )(24.5)(A)(1) through (3). The Contractor shall indemnify and hold harmless the City against any claims arising from contaminated recovered Organic Waste products provided by the Contracto r and/or its Subcontractors as set forth in Section 9.1.

4.5 Operations

4.5.1 Schedules
To preserve peace and quiet, Solid Waste shall only be Collected from Residential Premises between 7:00 a.m. and 7:00 p.m. Monday throug h Friday. Solid Waste Collected from Commercial Premises may not begin earlier than 6:00 a.m. for Premises located more than five hundred (500) feet from any Residential Premises, or 7:00 a.m. for Premises located five hundred (500) or fewer feet from any Residential Premises, or cont inue after 7:00 p.m., except as is specifically approved in writing by the City Manager or his or her designee. Contractor may not make exceptions to these Collection days and times without advanced written approval from the City. If the regularly scheduled Collection day falls on New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, or Christmas Day, Collection days for the remainder of that week shall all be postponed one Collection day and Residential Collection is permitted on Saturday during the make-up week.

Contractor shall be prepared to review its ope rations plan outlining the Collection routes, intervals of Collection and Collection times for all materials Collected under this Agreement with City once annually upon 30-day written no tice requesting said review. More frequent reviews may be required if operations are not satisfactory based on documented observations or reports or complaints. If the plan is determ ined to be inadequate by City, Contractor shall revise plan incorporating any ch anges into a revised plan and review said revised plan with City within thirty (30) calendar days.

4.5.2 Missed Pickups
When notified of a missed pickup prior to 1:00 p.m., Contractor sha ll Collect the Refuse, Recyclable Materials, and/or Organic Waste that was not Collected the same day by 7:00 p.m.

If notified after 1:00 p.m., Collectio n must take place no later than noon of the ne xt Collection day (excludes only Sundays and holidays listed in Section 4.5.1 and, for Residential Cart Customers, Saturday).

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4.5.3 Vehicles
A. General . Contractor shall provide Collection vehicles sufficient in number and capacity to efficiently perform the work requ ired by this Agreement. Any additional vehicles/routes that may be required to meet the service standards during the term of this Agreement, shall be done so at Contractor's sole expense. Contractor shall have available on Collection days sufficient back-up vehicles for ea ch type of Collection vehicle used to respond to complaints and emergencies.

B. Specifications . Contractor shall operate no vehicles within the City over 10-years in age during the term of this Agreement. By the end of the first year of service, all route Collection vehicles used by Contractor in prov iding Refuse, Source Se parated Recycling, and Source Separated Organic Waste Collection serv ices, excluding spares, Roll-off Box Collection vehicles, scout vehicles, supervisor vehicles, Container delivery and other specialty vehicles used on a sporadic basis, shall use exclusively renewable natural gas (RNG), compressed natural gas (CNG) or liquefied natural gas (LNG), or electric. Such vehicles must be registered with the California Department of Motor Vehicles and shall have water-tight bodies designed to prevent leakage, spillage or overflow. At all times du ring the term of this Agreement, Contractor’s Collection vehicles shall comply with Sout h Coast Air Quality Management District Requirements and the California Air Resource Board requirements as they are currently in force and as they may be approved for Refuse remova l vehicles, as well as other Federal, State and local laws and regulations that may be enacted during the term of this Agreement.

C. Vehicle Identification . Contractor's name, local telephone number, and a unique vehicle identification number de signated by Contractor for each vehicle shall be prominently displayed on all vehicles, in letters and numbers no less than two and one-half (2 1/2) inches
high. No advertising shall be permitted ot her than the name of the Contractor except promotional advertisement of the Source Separated Recyclable Materials and Source Separated Organic Waste programs, other programs specific to the City, or information requested by City.

All advertisement must be approved by the City. City may request changes to the vehicle advertising up to two (2) times per year. Contractor shall not place City's name and/or any City logos on Contractor vehicles.

D. Cleaning and Maintenance
1) Contractor shall maintain all of its properti es, vehicles, facilities, and equipment used in providing service under this Agreement in a good, safe, neat, clean and operable condition at all times.
2) Vehicles used in the Colle ction of Refuse, Source Separat ed Recyclable Materials, and Source Separated Organic Waste shall be pa inted, thoroughly washed, and thoroughly steam cleaned on a regular basis so as to present a clean appearance. City may inspect vehicles at any time to determine compliance with this Agreement. Contractor shall also make vehicles available to the Los Angeles County Health Department for inspection, at any frequency it requests. Contractor agrees to replace or repair to the City’s satisfaction,

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any vehicle which City determines to be of unsightly appearance, leaking, or in unsatisfactory operating condition.
3) Contractor shall repaint all vehicles used in the Collection of Refuse, Source Separated Recyclable Materials and Source Separated Or ganic Waste at least every five years, and within thirty (30) days' notice from City, if City determines that their appearance warrants painting.
4) Contractor shall inspect each vehicle daily to ensure that all equipment is operating properly. Vehicles which are not operating properly shall be removed from service until repaired and operating properly. Contracto r shall perform all scheduled maintenance functions in accordance with the manufacturer's specifications and schedule. Contractor shall keep accurate records of all vehicle ma intenance, recorded according to date and mileage and shall make such records available to City upon request. 5) Contractor shall repair, or arrange for the repa ir of, all of its vehicles and equipment for which repairs are needed because of accident, breakdown or any other cause so as to maintain all equipment in a safe and operab le condition. Contractor shall maintain accurate records of repair, which shall include the date and mileage, nature of repair and the verification by signature of a maintena nce supervisor that the repair has been properly performed.
6) Contractor shall clean up any leaks or spills from its vehicles per the National Pollutant Discharge Elimination System (NPDES) permit in effect at the time. Contractor shall notify City of any leaks or spills reported to Contractor or observed by any employee of Contractor. Contractor shall ensure that leak s or spills are remediated within two (2) hours of notification or observation. Cont ractor shall notify City immediately upon remediation of leaks or spills. No pollutant th at leaks, spills, or otherwise escapes from any Contractor vehicle may be washed into a storm drain or otherwise allowed to enter a storm drain at any time. Contractor must take all measures necessary to prevent the discharge of any such pollutan t into a storm drain. All NPDES dry-cleaning measures shall be complied with. All Collection Vehi cles must be equipped with absorbent for such cleanup efforts. Contractor shall provide photographic evidence to the City for each clean up. Payment of liquidated damages for failure to clean up leaks or spills within the required timeframe (Section 11.4.B.2.c), and/or for failure to follow the cleanup procedures (Section 11.4.B.2.d), does no t excuse Contractor from the cleanup requirements contained in this Section 4.5.3.D.6.
7) Upon request, Contractor shall furnish City a written inventory of all equipment, including Collection vehicles, used in provid ing service. The inventory shall list all equipment by manufacturer, ID number, date of acquisition, type, and capacity.

E. Operation . Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and local ordinances. Contractor shall not load vehicles in excess

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of the manufacturer's recommendations, or lim itations imposed by State or local weight restrictions on vehicles.

Contractor equipment used for Refuse, Recyc ling, and Organic Waste services shall be registered with the California Department of Motor Vehicles. Equipment shall comply with US EPA noise emission regulations, currently codified at 40 CFR Part 205 and other applicable noise control regulations and shall incorporate noise cont rol features throughout the entire vehicle.

Noise levels of equipment used for Collection shall comply with City ordinance and in no event shall the noise level exceed 75 dba when measured at a distance of 25 feet from the vehicle, five feet from the ground. Contractor shall store a ll equipment in safe and secure locations in accordance with City's applicable zoning regulations.

Subject to Section 9.1, Contractor shall be responsible for any damage resulting from or directly attributable to any of its operations, and which it causes to: City's driving surfaces, whether or not paved; associated curbs, gutters and traffic control devices; and other public improvements.

F. City Inspection Per Code. City may cause any vehicle used in performance of this Agreement to be inspected and tested at any commercially reasonable time and in such manner as may be appropriate to determine that the vehicle is being maintained in compliance with the provisions of the State Vehicle Code, including, but not limited to, California Vehicle Code Sections 27000(b), 23114, 23115, 42030, 42032, and all Vehicle Code Sections regarding smog equipment requirements. City may direct the removal of any vehicle from service if that vehicle is found to be in nonconformance with applicable codes. No vehicle directed to be removed from service shall be returned to service until it conforms with, and its return to service has been approved by the City.

G. Vehicle Inspections. Contractor shall inspect each vehicle daily to ensure that all equipment is operating properly. Vehicles that are not operating properly shall be taken out of service until they are repaired and operate prop erly. Contractor shall repair or arrange for the repair of all its vehicles and equipment for which repairs are needed because of accident, breakdown or any other cause so as to maintain all equipment in a safe and operable condition.

City may inspect vehicles at any reasonable time , and within three (3) calendar days of such a request, to determine compliance with sanitation requirements.

H. Correction of Defects. Following any inspection, the City Manager, or the City Manager’s designee, shall have the right to cause Contractor, at its sole cost and expense, to recondition or replace any vehicle or equipment fo und to be unsafe, unsanitary or unsightly.

The City Manager's determination may be appealed to the City Council, whose decision shall be final. City Manager’s determination may not be appealed if the vehicle reconditioning, or replacement is due to a safety finding by the CHP.

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4.5.4 Carts

4.5.4.1 Contractor-Provided Carts
A. Cart Design Requirements . The Carts shall be manufactured by injection or rotational molding and meet the Cart design and performance requirements as specified below.

All Carts selected shall be subject to City approval. The City will not permit Carts and Cart lids with inconsistent colors or in poor condition to be used in the City at any time during the term of this Agreement and may require Contractor to replace such Carts. Contractor shall ensure that all Carts in service during the terms of this Agreement comply with CalRecycle requirements under SB 1383.

B. Capacity. References to Cart sizes of 64-, or 96-gallons are approximate.

Acknowledging the different sizes provided by the various Cart manufacturers, the Carts shall be uniform in appearance and must conform to the following ranges in size:
• 64 to 70-gallons, and
• 95 to 101-gallons.

C. Cart Handles. The Cart handles and handle mounts may be an integrally molded part of the Cart body or molded as part of the lid. The Cart handles will provide comfortable gripping area for pulling or pushing the Cart or lifting the lid. Pinch points are unacceptable.

D. Cart Lid. Each Container shall be provided with a lid that continuously overlaps and comes in contact with the Container body or otherwise ca uses an interface with the Container body that simultaneously:
• Prevents the intrusion of rainw ater, rodents, birds, and flies; • Prevents the emission of odors;
• Enables the free and complete flow of material from the Container during the dump cycle without interference with the material alread y deposited in the truck body or the truck body itself and its lifting mechanism;
• Permits users of the Container to conven iently and easily open and shut the lid throughout the serviceable life of the Container;
• The lid handle shall be an in tegrally molded part of the lid; • T h e l i d ( a n d b o d y ) m u s t b e o f s u c h d esign and weight that would prevent an empty Container from tilting backward when flipping the lid open; and,

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• The lid shall be hinged to the Cart body in such a manner so as to enable the lid to be fully opened, free of tension, to a position whereby it may rest against the backside of the Container body.

E. Cart Colors. The Refuse, Source Separated Re cycling and Source Separated Organic Waste Carts or Cart lids will be differentiated by color. The colors shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. Cart and Cart lid colors shall be consistent throughout the City and sha ll comply with CalRecycle requirements under SB 1383.

F . Cart Labeling and Hot Stamping. Labels used on Carts shall be placed on the inside of the Cart lid, and hot stamps shall be on the top of the lid and/or on the body of the Cart. Each Cart shall be hot stamped with the material type (e.g., Refuse, Recycling, Organic Waste) in English and Spanish. Labels shall in clude graphic instruction on what materials should and should not be placed in each Cart. Design for both the labels and the hot stamps must be approved by City prior to ordering labels or Carts. City shall approve what information is included on the label and in the hot stamp, as well as approve design and quality. Labels shall be replaced when worn, and when information on the label is in need of updating, but no later than 90 days of request from City. Information on the Carts shall include the telephone number to call for Contractor for Bulky Item pickups and shall include a “N o Scavenging” warning identifying the City’s Municipal Code violation for scavenging. Additionally, all Carts shall be labeled in accordance with CalRecycle requirements under SB 1383 throughout the term of this Agreement.

G. Cart Performance Requirements. All Carts shall be designed and manufactured to meet the minimum performance requirements described below.

H. Cart Load Capacity. Depending on the capacity, the Carts shall have a minimum load capacity as noted below without Contai ner distortion, damage, or reduction in maneuverability or any other functions as required herein.

Cart Size (Gallons) Minimum Load Capacity
(LBS)
95-101 200
64-70 130

I. Cart Durability. Carts shall remain durable, and at a minimum, shall meet the following durability requirements to satisfy its in tended use and performance, for the term of this Agreement:
• Maintain its original shape and appearance;
• Be resistant to kicks and blows;

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• Require no routine maintenance and essentially be maintenance free; • Not warp, crack, rust, discolor, or otherwise deteriorate over time in a manner that will interfere with its intended use;
• Resist degradation from ultraviolet radiation;
• Be incapable of penetration by biting or cl awing of household pets (i.e., dogs and cats); • The bottoms of Cart bodies must remain im pervious to any damage, that would interfere with the Cart’s intended use after repeated contact with gravel, concrete, asphalt or any other rough and abrasive surface;
• All wheel and axle assemblies are to prov ide continuous maneuverability and mobility as originally designed and intended; and,
• Resist degradation by other airborne gases or particulate matter currently present in the ambient air of the City.

J. Chemical Resistant. Carts shall resist damage from common household or Residential products and chemicals. Carts, al so, shall resist damage from human and animal urine and feces.

K. Stability and Maneuverability. The Carts shall be stable and self-balancing in the upright position, when either empty or loaded to its maximum design capacity with an evenly distributed load, and with the lid in either a closed or open position.

The Carts shall be capable of maintaining its upri ght position in sustained or gusting winds of up to 25 miles per hour as applied from any direction.

The Carts shall be capable of being easily move d and maneuvered, with an evenly distributed load equal in weight to its maximum design capacity on a level, sloped or stepped surface.

L. Lid Performance. Cart lid assemblies shall meet the following minimum requirements:
• Prevent damage to the Cart body, the lid it self or any component parts through repeated opening and closing of the lid by residents or in the dumping process as intended; • Remain closed in winds up to 25 miles per ho ur from any direction. All lid hinges must remain fully functional and continually hold the lid in the original designed and intended positions when either opened or closed or any position between the two extremes; and, • Lid shall be designed and constructed such th at it prevents physical injury to the user while opening and closing the Container.

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4.5.4.2 Cart Reparability or Replacement
Contractor shall be responsible for Cart repair and maintenance, and replacing lost, stolen or damaged Carts within two (2) business days of notification (excluding Saturday, Sunday and holidays listed in Section 4.5.1), and for graffi ti removal within two business (2) days of notification, at no additional charge to th e Customer or to City, unless Contractor can demonstrate to the City Manager beyond a reasonable doubt that the damage or loss was due exclusively the Customer’s intentional or negligent behavior. City Manager shall make the final determination. If City permits a repair or replacement charge to be assessed against a Customer, charge shall be no more than the actual cost of repair or the Contractor’s purchase price for a new Cart, whichever is lower. All repairs must restore the Cart to its full functionality.

Unsightly/worn-out Carts shall be replaced by Contractor upon Customer request at no additional cost to Customer.

All Carts in service for the duration of this Agreement shall comply with color and labeling requirements specified by CalRecycle under SB 1383.

4.5.4.3 Bins
A. Cleaning. Contractor shall provide Customers with Bins required during the term of this Agreement. The size of Contractor-provided Bins shall be determined by mutual agreement of Customer and Contractor and shall be subject to City approval. Contractor shall maintain Bins in a clean, sound condition free from putrescible residue. All Bins in use shall be constructed of heavy metal, or other suitable, durable material , and shall be watertig ht and well painted.

Wheels, forklift slots, and other apparatuses, wh ich were designed for movement, loading, or unloading of the Bin shall be maintained in good repair.

Upon Customer or City request, or if required to maintain the Containers in a clean condition, Contractor shall clean Customer Bins at the rates shown in the approved rate schedule.

Contractor shall perform cleaning, repainting, or replacement of Bins as necessary to prevent a nuisance caused by odors or vector harborage. When a Bin is removed for cleaning, Contractor shall replace the Bin, either temporarily or as a change-out, with another Container. Contractor shall remove graffiti from any Container with in two (2) business days (excluding Saturday, Sunday and holidays listed in Section 4.5.1) of request by City or Customer. Contractor is required to proactively look for graffiti when Collecting Bins, with all graffiti removed from Containers in no later than two (2) business days (excluding Saturday, Sunday and holidays listed in Section 4.5.1) after any Co llection without notification. In the event the graffiti on the Bins does not necessitate removal or replacemen t, drivers shall have paint on their vehicles which is the color of the Bins to cover observed graffiti during normal Collection services.

B. Bin Identification and Color. Each Bin placed in City by Contractor shall have the name of Contractor and phone number in letters not less than three (3) inches high on the exterior of the Bin so as to be visible when the Bin is placed for use. Bins shall be labeled to include bilingual (English and Spanish) and graphic instruction on what materials should and should not be placed in each Bin. Contractor shall repaint Bins upon City’s request if the City deems it

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necessary to maintain a neat appearance. All Refu se Bins shall be painted a uniform color of, and all Recycling and Organic Waste Bins shall be painted a different, uniform color.

All Bins or Lids in service for the duration of this Agreement shall comply with color and labeling requirements specified by CalRecycle under SB 1383.

4.5.4.4 Roll-off Boxes
Contractor shall provide sufficient Roll-off Boxe s to meet Customer demand throughout the Term of the Agreement, and will keep all Roll-off Boxes clean, free from graffiti, equipped with reflectors, and with the name and phone number of Contractor in letters not less than three (3) inches high on the exterior of the Roll-off Box so as to be visible when the Roll-off Box is placed for use. Contractor shall properly cover all open Roll-off Boxes during transport as required by the State Vehicle Code.

4.5.5 Litter Abatement
A. Minimization of Spills . Contractor shall use due care to prevent Solid Waste or fluids from leaking, being spilled and/or scattered during the Collection or transportation process. If any Solid Waste or fluids leak or are spilled during Collection, Contractor shall promptly clean up all such materials. Each Collection vehicle shall carry a broom and shovel at all times for this purpose.

Contractor shall not transfer loads from one vehicl e to another on any public street, unless it is necessary to do so because of mechanical failu re, accidental damage to a vehicle, or a pre- approved method of Solid Waste transfer between vehicles, without prior written approval by City.

B. Covering of Loads . Contractor shall properly cover all open debris boxes during transport to the Disposal Site.

4.5.6 Personnel
A. Qualified Drivers. Contractor shall furnish such qualified drivers, mechanical, supervisory, clerical, management and other pe rsonnel as may be necessary to provide the services required by this Agreement in a satisfactory, safe, economical and efficient manner. All drivers shall be trained and qualified in the operation of vehicles they operate and must possess a valid license, of the appropriate class, issued by the California Department of Motor Vehicles.

B. Hazardous Substance Employee Training. Contractor also agrees to establish and vigorously enforce an educational program which will train Contractor's employees in the identification of Hazardous Substance. Contractor's employees shall not knowingly place such Hazardous Substance in the Collection vehicles , nor knowingly dispose of such Hazardous Substances at the Processing Facility or Disposal Site.

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C. Customer Courtesy. Contractor shall train its empl oyees in Customer courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courte ous manner. If any employee is found to be discourteous or not to be performing services in the manner required by this Agreement, Contractor shall take all necessary corrective meas ures including, but not limited to, transfer, discipline or termination. If City has notified Contractor of a complaint related to discourteous or improper behavior, Contractor will consider reassigning the employee to duties not entailing contact with the public while Contractor is pu rsuing its investigatio n and corrective action process.

D. Training. Contractor shall provide suitable operations, health and safety training for all of its employees who use or operate equipment or who are otherwise directly involved in Collection or other related operations.

E. Unauthorized Material Removal. Contractor shall dismiss or discipline employees who remove documents or any othe r material from Containers, other than specifically for the purposes of Disposal and Diversion as described in this Agreement.

4.5.7 Identification Required
Contractor shall provide its employees, companies and Subcontractors with identification for all individuals who may make personal contact with residents or businesses in City. All Contractor employees shall wear clothing bearing the Contrac tor name and/or logo at all times while in the City and providing services under this Agr eement. City may require Contractor to notify Customers yearly of the form of said identifica tion. Contractor shall provide a list of current employees, companies, and Subcontractors to City upon request.

The City reserves the right to perform a securi ty and identification check through the Gardena Police Department upon Contractor and all its present and future employees, in accordance with accepted procedures established by the City, or for probable cause.

4.5.8 Fees and Gratuities
Contractor shall not, nor shall it permit any agent, employee, or Subcontractors employed by it, to request, solicit, demand, or accept, either directly or indirectly, any compensation or gratuity for services authorized to be performed under this Agreement except as described in this Agreement, in accordance with Exhibit 2 as updated and approved by City throughout the Term of the Agreement.

4.5.9 Non-Discrimination
Contractor shall not discriminate in the provisio n of service or the employment of Persons engaged in performance of this Agreement on account of race, color, religion, sex, age, physical handicap or medical condition in violation of any applicable federal or State law.

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4.5.10 Coordination With Street Sweeping Services
Contractor shall make reasonable efforts to coor dinate route schedules with the City’s street sweeping schedule. Contractor shall provide all routes and route schedules to the City and work with City to resolve conflicts with street sweeping schedules.

4.5.11 Street Sweeper Waste and Other Waste Generated by City Contractor shall, at no charge to City or ratepayers, dispose of waste and debris picked up by street sweeper vehicles operated by City or by an operator or operators contracted by City to provide street sweeping service. City shall cause such materials to be gathered at a central location for pickup by Contractor in Containers designated for this material only or may direct the vehicle operators to transport this waste and debris to a transfer station operated by Contractor.

In addition to street sweeper waste, Contrac tor shall collect, any type or variety of waste generated by City, provided such waste is no t Hazardous Waste. Contractor shall diligently cooperate with City or City's contract street sweep ing service or agency to process debris and waste collected from City streets to receive landf ill diversion credits for the debris and waste.

This cooperation shall include, but not be limited to, Contractor bearing the cost of Processing or disposing of the waste and debris.

4.5.12 Change in Collection Schedule
Contractor shall notify City forty-five (45) days prior to, and Customers not later than thirty (30) days prior to, any change in Collection operations which results in a change in the day on which Solid Waste Collection occurs. Contractor will not permit any Customer to go more than seven (7) days without service in connection with a Collection schedule change. City's approval of any change in Collection is required prior to such change, and such approval will not be withheld unreasonably.

Any changes in the route map or Collection schedule shall require the prior approval of the City.

City may require reasonable changes in the ro ute map or Collection schedule, to improve service, to resolve complaints or for other reas ons. Prior to the change of a route schedule, Contractor shall provide written notice of the change to affected Customers ninety (90) days in advance.

4.5.13 Report of Accumulation of Solid Waste on Private Property Contractor shall direct its drivers to note the addresses of any private property Premises at which they observe that Solid Waste is accumula ting and is not being delivered for Collection.

Contractor shall deliver the address or description to City within five (5) working days of such observation.

4.5.14 Transfer, Processing, and Disposal
Contractor shall Transport all Discarded Material s to the Approved Facility(ies) specified in Exhibit 6 and shall Transfer, Process, and Dispos e of Discarded Materials in accordance with this Section and Exhibit 6. If the Approved Facilities change during the term of this Agreement,

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and the Contractor does not own or operate one or more of the Approved Facilities, Contractor shall enter into a subcontract agreement with th e owner or Facility operator of such Approved Facility(ies) and the requiremen ts of this this Section and Exhibit 6 shall pertain to the Subcontractor. In addition, Subcontractor requirements or obligations related to indemnification (Article 9) and insurance requirements (Sec tion 9.4) shall apply, as well as any other Subcontractor requirements or obligations stated in other sections of this Agreement.

The Approved Facilities shall comply with the following requirements:
a) Approved Transfer Facility. Contractor’s Ap proved Transfer Facility shall be a Transfer Facility or operation that Transfers Resi dential and Commercial Premises Source Separated Recyclable Materials and So urce Separated Organic Waste, and/or Gray/Black Container Waste Collected in accordance with this Agreement. b) Approved Source Separated Recyclable Materials Processing Facility (Blue Containers).

Contractor’s Approved Recyclables Processing Facility shall be a Facility or operation that Processes Residential and Commercial Premises Source Separated Recyclable Materials to recover materials designated for Collection in the Blue Container. c) Approved Organic Waste Processing Facility (Green Containers). Contractor’s Approved Organic Waste Processing Facility shall be a Facility that Processes Residential and Commercial Premises Source Separated Organic Waste to recover Source Separated Organic Waste.
d) Approved Disposal Facility (Gray/Black Co ntainers). Contractor’s Approved Disposal Facility shall be a Disposal Facility that accepts Residential and Commercial Premises Gray/Black Container Waste Collected in accordance with this Agreement for Disposal.

4.5.15 Processing Facility Temporary Equipment or Operational Failure Waiver a) Notification to the City. The Contractor, or their Subcontractor (such as a Facility operator), shall notify the City of any unfores een operational restrictions that have been imposed upon the Approved Facility by a regulatory agency or any unforeseen equipment or operational failure that will temporarily prevent the Approved Facility from Processing and recovering Blue Contai ner and/or Green Container materials. The Contractor or Subcontractor shall notify the City as soon as possible and no later than two (2) business days from the time of the incident. The notification shall include the following: (i) name of Approved Facility; (ii) the Recycling and Disposal Reporting System Number of the Approved Facility; (iii) date the Approved Facility became unable to Process Blue Container and/or Green Cont ainer materials; (iv) description of the operational restrictions that have been imposed upon the Approved Facility by a regulatory agency or unforeseen equipmen t failure or operational restriction that occurred; (v) the period of time the Contract or anticipates the temporary inability of the Approved Facility to Process Blue Container and/or Green Container materials; (vi) Contractor’s proposed action plan to deliver materials to an Alternative Facility for

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Processing (refer to Section 6.1.H of Exhibi t 6) or Contractor’s request for waiver to deliver Blue Container and/or Green Contai ner materials to the Approved Disposal Facility.
b) Use of Alternative Facility or Waiver for Di sposal of Materials. Upon notification by Contractor or Subcontractor of the Approved Facility’s inability to Process materials, City shall evaluate the notification and determin e if City shall require Contractor to use an Alternative Facility or allow the Contractor to Transport the Blue Container and/or Green Container materials to the Approved Disposal Facility for Disposal on a temporary basis for a time period specified by the City. Upon City’s decision, the City shall notify the Contractor of its requirement to use an Alternative Facility for Processing or to use the Approved Disposal Facility for Disposal, and the period of time that the City will allow the Blue Container and/or Green Cont ainer materials to be redirected to the Alternative Facility or Approved Disposal Facility. Pursuant to 14 CCR Section 18984.13, the approved Disposal period shall not exceed ninety (90) days from the date the Approved Facility’s Processing restriction or failure commenced. In such case, the Contractor must receive written permission from the City prior to depositing any Discarded Material in a Landfill.
c) Record Keeping and Report ing. Contractor shall maintain a record of any Approved Facility incidents and report this information to the City in accordance with Article 8.

4.5.16 Transportation to Non-Approved Facilities Prohibited If Contractor Transports Discarded Materials to a Facility other than the Approved Facility(ies) or an Alternative Facility without prior City approval, Contractor’s failure to comply may result in assessment of liquidated damages as described in Section 11.4.

4.6 Contingency Plan
Contractor shall submit to City on or before the effective date of the Agreement, a written contingency plan demonstrating Contractor's arrangements to provide vehicles and personnel and to maintain uninterrupted service during br eakdowns, and in case of natural disaster or other emergency including labor disputes and the events described in Section 11.5.

4.7 Commingling of Collection Routes
Contractor shall not commingle City Refuse Collection routes with other city or county routes.

If this is not feasible, upon approval by th e City, Contractor may commingle routes, but must submit to City a detailed monthly report setting forth the breakdown of tonnage Collected from the commingled routes within thirty (30) days after the end of each month. Contractor shall have the methodology used to segregate the loads between jurisdictions approved in advance by the City.

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4.8 Route Audit
Once during the first year or at City request (but not more than once every three years), Contractor shall conduct an audit of its Collection routes in the City. City may use information from the audit to develop a request for proposals for a new service provider. City may instruct Contractor when to conduct the audit in order for the results to be available for use in preparation of a request for proposals or for other City uses. City may also instruct Contractor to conduct an audit at a ti me that would produce the mo st accurate Customer service information for a new service provider to use in establishing service with Customers. In setting these audit dates, City will establish due date s for Contractor providing routing and account information, and later, the report, to City.

The route audit, at minimum, shall consist of an independent physical observation by Person(s) other than the route driver of each Customer in City. This Person(s) is to be approved in advance by City. The route audit information shall incl ude, as a minimum, the following information for each account:

For Cart Customers:
 Route number;
 Truck number;
 Number and size of Carts by waste stream (Refuse, Recycling, Organic Waste)  Cart condition;
For Bin and Roll-off Customers:
 Route number;
 Truck number;
 Account name;
 Account number;
 Account service address;
 Account type (Residential, Commercial, Roll-off);
 Service level per Contractor billing system (Quantity, Size, Frequency, Waste Stream);

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 Observed Containers (Quantity, Size, Frequency, Waste Stream).  Container condition;
 Proper signage; and,
 Graffiti.

Within thirty (30) days after the completion of the route audit, Contractor shall submit to City a report summarizing the results of the audit. This summary shall include:
 Identification of the routes;
 Route map;
 Truck numbers;
 Number of accounts, by route and in total (Residential, Commercial and Roll-off);  Confirmation that all routes are dedicated exclusively to City Customers;  Number and type of exceptions observed;
 Total monthly service charge (Residential, Commercial and Roll-off Box), pre-audit;  Total monthly service charge (Residential, Commercial and Roll-off), post-audit (subsequent to corrections of identified exceptions); and, The report shall include a description of the proc edures followed to complete the route audit.

This description shall include the names and titles of those supervising the route audits and the name and titles of those performing the observations.

The report shall also include a description of the changes and Contractor’s plans to resolve the exceptions. The results of the audit, and supporting back-up data, shall be available for review by City or its representative.

4.9 Service Exceptions; Hazardous Substance Notifications A. Failure to Collect. When Solid Waste is not Collected from any Solid Waste service recipient, Contractor shall notify its service recipient in writing, at the time Collection is not made, through the use of a “tag” or otherw ise, of the reasons why the Collection was not made.

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B. Hazardous Substance Inspection and Reporting. Contractor reserves the right and has the duty under law to reject Solid Waste observed to be contaminated with Hazardous Substance and the right not to Collect Hazard ous Substance put out with Solid Waste.

Contractor shall notify all agencies with jurisdic tion, if appropriate, including the California Department of Toxic Substances Control and Local Emergency Response Providers and the National Response Center of reportable quantities of Hazardous Substance, found or observed in Solid Waste anywhere within the City. In addition to other required notifications, if Contractor observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Substances unla wfully Disposed of or released on any City property, including storm drains, streets or other public rights of way, Contractor will immediately notify the City Manager or the City Manager’s designee. Contractor shall implement and maintain a training program that will assist its employees in identifying and properly disposing of any Hazardous Substance that may come into their possession.

C. Hazardous Substance Diversion Records. Contractor shall maintain records showing the types and quantities, if any, of Hazardous Substance found in Solid Waste and which was inadvertently Collected from service re cipients within the Ci ty but Diverted from landfilling.

4.10 Contractor/City Meetings
Contractor and City will meet monthly, or as othe rwise requested by City staff for the term of this Agreement, to discuss programs, outreach efforts, and issues related to the performance of this Agreement. City reserves the right to increase or reduce the number of Contractor/City Meetings at any time during the term of this Agreement, which will be agreed to in writing.

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ARTICLE 5:

OTHER SERVICES

5.1 Services and Customer Billing

5.1.1 Service Description
Contractor shall periodically, at least 30 days prior to the effective date of a rate change, prepare and distribute, subject to the direction of City, a notice to each Owner or occupant of property entitled or mandated to receive service under this Agreement a listing of Contractor's Collection rates, annual holiday schedule, and a general su mmary of services required to be provided hereunder and optional service which may be furnished by Contractor. Such notice shall be in a form subject to City's approval prior to its distribution and may be included with Billings made by Contractor. Contractor shall include in each Residential Billing performed by Contractor the phone number for residents to call for Bulky Item pickups.

5.1.2 Residential Premises Cart Billing
Contractor shall arrange with Golden State Water, or through alternative mutually agreed to means, to bill each Single-Unit or Multi-Unit Residential Premises Cart Customer in accordance with the procedures currently in place. Co ntractor shall bill each Customer, regardless of whether it is a Commercial Premises Customer or Residential Premises Customer for extra services requested after the monthly bill was sent. If payment in full is not made within sixty (60) days of billing, Contractor may suspend service and City will take steps to prevent the non- paying Customer from using any other waste collection service and from allowing accumulation of Solid Waste to become a public nuisance.

5.1.3 Bin, Roll-off, Commercial Cart and Temporary Services Billing Contractor shall bill for Bin, Roll-off Box, Comme rcial Cart and temporary services and other special charges as permitted in Exhibit 2. Contractor shall bill Bin, Roll-off Box and Commercial Cart Customers monthly, and temporary services twice per month, no sooner than the first day of service and require payment no sooner than 30 days from the start of the service period Billed for.

For Cart Customers or Customers without an a ccount with Contractor who request temporary Roll-off Box or temporary Bin service, Contractor will accept major credit cards for payment.

Individually serviced Customers who do not use credit cards may be required by the Contractor to post a security deposit or to pay on a “Cash on Delivery” (C.O.D.) basis. Any unused portion of a security deposit will be refunded to the Cu stomer within five business days (excluding Saturday, Sunday and holidays listed in Section 4.5.1) of the termination of service.

Customers sharing a Bin may request to be Bille d separately for their share of service, based upon the number of businesses sh aring the Bin, or as otherwis e divided and agreed to among such Customers.

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Bills must be itemized by Container size, frequency of service, and period billed for.

5.1.4 Review of Billings
Contractor shall review its Billings to Customers under Sections 5.1.2 and 5.1.3. The purpose of the review is to determine that the amount which Contractor is Billing each Customer is correct in terms of the level of service being provided to such Customer by Contractor. Contractor shall review Customer accounts annually and submit to City a written report of that review annually on the anniversary of the Effective Day of this Agreement.

5.1.5 Collections
All amounts due and payable to Contractor fr om Single-Unit and Multi-Unit Residential Premises Customers with Bins and Commercial Premises Customers under this Agreement shall be solely billable by Contractor. Contractor sha ll retain full responsibility for prosecuting any collection actions involving all Residential Premises Customers and Commercial Premises Customers, regardless of whether Contractor originally billed the Customer, including, without limitation, referral to collection agencies or instituting legal proceedings. These legal proceedings shall encompass the right of the Cont ractor to levy appropriate liens against real property and the City agrees that it will cooperate in the prosecution of such defaults by real property lien and other appropriate mechanisms.

5.1.6 Resolution of Disputes Regarding Rate Adjustments Any dispute regarding the computation of a rat e adjustment shall be decided by the City Manager or referred by the City Manager to the City Council. During the pendency of the rate adjustment dispute, the rate in effect is the rate claimed by the Contractor and shall be effective until the resolution of the billing dispute.

5.1.7 Suspension of Service Due to Non-Payment
Contractor shall bill each Commercial Premises Customer and any Single-Unit or Multi-Unit Residential Premises Customers using Bins and all extras, including bulky good removal and extra pickups for Single-Unit or Multi-Unit Resi dential Premises Customers in advance on the first day of each calendar month. City's water de partment or provider, currently Golden State Water, shall bill each Single-Unit or Multi-Unit Residential Premises Customers using Carts in accordance with the procedures currently in place and in use by City's water department or provider. Contractor shall bill each Custome r, regardless of whether it is a Commercial Premises Customer or Residential Premises Customer for extras requested after the monthly bill was sent. If payment in full is not made with in sixty (60) days of billing, Contractor may suspend service and City will ta ke steps to prevent the non-pa ying Customer from using any other waste collection service and from allowing accumulation of Solid Waste to become a public nuisance.

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5.2 Customer Service

5.2.1 Local Office
Contractor shall maintain a local office within Los Angeles, California. Said office shall be open, at a minimum, from 8:00 a.m. to 5:00 p.m., Mond ay through Friday, exclusive of holidays (“Office Hours”). A responsible and qualif ied bilingual (English and Spanish speaking) representative of Contractor shall be available during Office Hours for personal communication with the public at the local office. Contractor's telephone system shall be adequate to handle the volume of calls typically experienced on the busi est days. If City receiv es more than five (5) complaints in thirty (30) days that Customers are unable to contact Contractor by phone, City may require Contractor to increase capacity. Co ntractor shall have either a representative, a message machine, or an answering service availa ble outside of Office Hours. Calls received outside of Office Hours shall be responded to on the next business day. Contractor shall provide City with a twenty-four (24) hour emergency number to a live person, not voicemail. Contractor shall provide means for the City to transfer calls received by the City directly to the Contractor’s local office. Contractor shall also provide me ans for Customers to e-mail Contractor with complaints and service requests, and to make payments electronically.

5.2.2 Complaint Documentation
All service complaints shall be directed to Contractor. Daily logs of complaints shall be retained for a minimum of twenty-four (24) months and sh all be available to City at all times upon request.

Contractor shall log all complaints received by telephone and said log shall include the date and time the complaint was received, name, address and telephone number of callers, description of complaint, employee recording complaint and the action taken by Contractor to respond to and remedy complaint. Missed pickups shall be included in this log.

All Customer complaints and inquiries shall be date-stamped when received and shall be initially responded to within one (1) business day (excluding Saturday, Sunday and holidays listed in Section 4.5.1) of receipt. Contractor sha ll log action taken by Contractor to respond to and remedy the complaint.

All Customer service records and logs kept by Contractor shall be available to City upon request and at no cost to City. City shall, at any ti me during regular Contractor business hours, have access to Contractor's Customer service departme nt for purposes that may include monitoring the quality of Customer service or researching Customer complaints.

5.2.3 Resolution of Customer Complaints
Disputes between Contractor and its Customers regarding the services provided in accordance with this Agreement may be resolved by the City. The City's decision shall be final and binding.

Contractor shall reimburse the City’s legal and consultant costs for each Ci ty intervention in a

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dispute between Contractor and a Customer if the City reasonably deems intervention is required and the Customer's dispute is valid.

Should Contractor and Customers not be able to establish a mu tually acceptable fee to be charged for special hauling services, the matter sh all also be determined by the City, and the City’s decision shall be final.

Intervention by the City is not a condition precedent to any rights or remedies third parties might otherwise have in any dispute with Contracto r. Nothing in this section is intended to affect the remedies of third parties against Contractor. To the extent that remedies are warranted through this Agreement, this section shall apply.

5.2.4 SB 1383 Noncompliance Complaints
a) Documentation of Complaints
SB 1383-Noncompliance Complaints. For complaints received in which the Person alleges that an entity is in violation of SB 1383 requirements, Contractor shall document the information listed in Article 8. Contractor sh all provide this information in a monthly summary report in accordance with Article 8.
b) Investigation of SB 1383 Noncompliance Complaints
Investigation. Contractor shall commence an investig ation, within ninety (90) days of receiving a complaint in the following circum stances: (i) upon Co ntractor receipt of a complaint that an entity may not be complia nt with SB 1383 and if City determines that the allegations against the entity, if true, would constitute a violation of SB 1383; and, (ii) upon City request to investigate a complaint received by City, in which City determines that the allegations against the entity, if tr ue, would constitute a violation of SB 1383.

Contractor is required to investigate complaints against Customers and Generators, and not against Food Recovery Organizations, Food Recovery Services, and other entities regulated by SB 1383.

Contractor shall investigate the complaint using one or more of the following methods:
i. Reviewing the service level of the entity that may not be compliant with SB 1383; ii. Reviewing the waiver list to determine if the entity has a valid de minimis, or space constraint;
iii. Inspecting Premises of the entity iden tified by the complainant, if warranted; and/or,
iv. Contacting the entity to gather more information, if warranted.

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c) Reporting. Within ten (10) days of completing an investigation of an SB 1383- noncomplaince complaint, Contractor shall submit an investigation complaint report that documents the investigation performed and recommends to City on whether or not the entity investigated is in violation of SB 1383 based on the Contractor’s investigation. The City shall make a final determination of the allegations against the entity.

5.2.5 Review of Generator Waiver Requests
Generators may submit requests for de minimis waivers, and physical space waivers to the Contractor. Contractor shall with in ten (10) business days review the Generator’s waiver application and inspect the Generator’s Premises to verify the accuracy of the application.

Contractor shall provide documentation of the inspection, includ ing the Contractor’s recommendation to approve or deny the waiver re quest, and send this information to the City within fifteen (15) days of receipt of the Generator’s waiver application for the City’s review and approval. The City ultimately retains the right to approve or deny any application, regardless of the Contractor’s recommendation. Contractor shall report information regarding waivers reviewed on a monthly basis, in accordance with Section 8.3.2.

5.2.6 Route Supervisor
Contractor shall designate in writ ing a route supervisor that sha ll be assigned to the City, and who shall be responsible for working with the City to reso lve Customer service-related complaints. Route supervisor shall be accessible via cell phone or radio in the field at all times.

City shall be notified in advance of any change in Route Supervisor and shall have the right of approval. City may request that Contractor change Route Supervisor.

5.3 Education and Public Awareness

5.3.1 General
Contractor acknowledges and agrees that educat ion and public awareness are critical, key and essential elements of any efforts to achieve AB 939 requirements. Accordingly, Contractor agrees to take direction from City to exploit opportunities to expand public and Customer knowledge concerning needs and methods to re duce, reuse and recycle Solid Waste and to cooperate fully with City in this regard.

Contractor shall maintain its own program of providing information relevant to Billing and Solid Waste services, issues and needs with its bills. All public educat ion materials shall be approved in advance by City.

City may request Contractor to perform mailing services and if so able, provide not less than thirty (30) days’ notice to Contractor prior to the mailing date of any proposed mailing to permit Contractor to make appropriate arrangements for inclusion of City's materials. City will provide Contractor the mailers at least fifteen (15) days prior to the mailing date. City shall normally bear the expense of reproduction and distribution of such additional information only to the extent it is clearly in excess of Contractor's normal Billing costs. Notwithstanding, Contractor

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shall bear all costs incurred for copying and mailing of Proposition 218 notices per Section 6.4.1.1 of this Agreement.

5.3.2 Non-English Language Requirements
The Contractor shall make all public education and outreach materials required by this Section available in English and Spanish.

Upon City request, Contractor shall provide materials in additional languages beyond those specified in this Section in response to shifti ng demographics within the City; updates to State requirements or Applicable Law; or any other reason deemed appropriate by the City.

The Contractor may allow Customers to request ma ilings electronically in lieu of hardcopies.

Contractor shall be required to provide an annual report to the City of Customers that have requested to receive mailings electronically. Cust omers will be provided the option to request electronic mailings annually.

5.3.3 Ongoing Education Requirements
This educational program shall have a budget equal to one percent (1%) of the gross revenue of Contractor and Affiliated Companies from all operations in Gardena. Contractor will provide a minimum of the following public education items to be developed at Contractor’s expense and distributed as indicated below:
• Initial Mailing – Contractor will prepare and mail an initial mailing to Customers explaining the transition from existing prog rams to new programs. The mailing will describe program changes, route changes, dates of program implementation, and other necessary information.
• Workshops & Meetings – Contractor shall, at its sole expense, participate in and/or plan, organize, and conduct direct Generator outreach, including, but not limited to: workshops, community events, and meetings to support Gene rator compliance with the Source Separated Recyclable Materials and Source Separa ted Organic Waste separation and program participation requirements under this Agreem ent and other local and State regulations, including, but not limited to, AB 341, AB 1826, and SB 1383.

Contractor shall host at least four (4) techni cal assistance workshops per calendar year for Residential Premises Customers, and four (4) technical assistance workshops per calendar year for Commercial Premises Customers. The workshops shall be open to all Customers in the City, and the Contractor shall publish the time and location of the workshop no later than thirty (30) days prior to the workshop through publicatio n on the Contractor’s website, email newsletter, printed flyers delivered on hauler routes, etc. The structure and content of these workshops shall be designed by the Contractor and submitted at le ast thirty (30) days pr ior to the date of the workshop for City approval. Workshops shall be focused on the regulatory requirements of SB 1383, AB 1826, and any local program or service changes as a result of the regulations.

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• Instructional Packet Accompanying Contractor-Provided Containers – An information packet shall be attached to each set of Carts di stributed to a Customer. Packet should describe available services, including how to place Carts for Collection, which materials should be placed in each Cart, Collection holidays, and a Customer service phone number. • Cart Instruction Markings – Contractor will place stickers on, or hot stamp, Source Separated Recyclable Materials, Source Se parated Organic Waste, and Refuse Carts to demonstrate to Customers which materials are an d are not acceptable for placement in each Cart. Stickers shall be replaced when material s change or as labels become worn. Markings shall be written in both English and Spanish. Additionally, all Carts shall be labeled in accordance with CalRecycle requirements under SB 1383 throughout the term of this Agreement.
• How-To Brochure – Contractor will prepare and distribute a brochure packet to new Customers when they start service. Packet will contain updated information on how to use the Contractor-provided Containers, when, where and how to place Solid Waste for Collection, and who to contact with service or Billing questions.
• Semi-Annual Newsletter – Not less than twice per ye ar during each Contract Year, Contractor shall be responsible for all costs incurred for the production and mailing of the semi- annual newsletter. The Contractor shall be required to coordinate distribution via U.S. Mail of the Semi-Annual Newsletter with a local mailing house, including furnishing Single-Unit and Multi-Unit Residential Premises Cart and Bin Customer mailing addresses. • Corrective Action Notice – For use in instances wher e the Customer sets out inappropriate materials.
• Contractor Representative - Contractor shall provide a representative able to visit civic groups, school assemblies, and homeowners’ associations, to promote and explain the Recycling programs, and participate in demonstrations, and civic events. • Web Site Page – Contractor shall dedicate one page of a Contractor web site to City services, including, at a minimum, listing contact names and numbers for Customer Service and information on Bulky Item Collection. The Contractor shall assist the City in establishing a link to this web page from the City’s web site.
• Annual Notice of SB 1383 Requirements – Not less than once per year during each Contract Year, Contractor shall prepare and distri bute to each Generator in the City a mailing that includes information specified in SB 138 3 (14 CCR Section 18985.1(a). Such mailer shall be distributed by Contractor to all Resident ial and Commercial mailing addresses including individual Multi-Unit Residential Premises.
• Business Recycling Brochure – Contractor will prepare and distribute a business Recycling brochure to outline the requirements and proper use of Commercial Recycling and Organics Containers, and information on Refuse , Recycling, and Organics Bin cleaning and

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replacement options as described in Section 4.5.4.3. The brochures shall be distributed upon new Service initiation, and annually to all businesses.

All brochures, mailings, and other educational ma terials are to be approved by the City in advance of distribution, and shall bear the City seal, unless otherwise approved by the City.

5.3.4 Community Events
At the direction of City, Contractor shall p articipate in and promote Recycling and other Diversion techniques at a minimum of four (4) community events per year. Such participation would normally include providing, without co st, Collection and educational and publicity information promoting the goals of City's Solid Waste program. The City reserves the right to modify the required events and Contractor’s participation requirements.

Contractor shall assist City in promoting the County-wide Hazardous Substance program presently managed by the Los Angeles County Department of Public Works (LADPW).

5.3.5 News Media Relations
Contractor shall notify the City by email or telephone of all requests for news media interviews related to Collection Services hereunder within twenty-four (24) hours of Contractor’s receipt of the request. Before responding to any inquirie s involving controversial issues or any issues likely to affect participation or Customer pe rception of services, Contractor will discuss Contractor’s proposed response with the City.

A. Copies of draft news releases or proposed trade journal articles shall be submitted to City for prior review and approval at least five (5) working days in advance of release, except where Contractor is required by any law or regu lation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor shall submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency.

B. Copies of articles resulting from medi a interviews or news releases shall be provided to the City within five (5) days after publication.

5.4 Waste Generation/Characterization Studies
Contractor acknowledges that City must pe rform Solid Waste generation and Disposal characterization studies periodically to comply with AB 939 requirements. Contractor agrees to participate and cooperate with City and its agents and to accomplish studies and data collection and prepare reports, as needed, to determ ine weights and volumes of Solid Waste and characterize Solid Waste generated, disposed, transformed, Diverted or otherwise handled/processed to satisfy AB 939 requirements.

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5.5 Contamination Monitoring

5.5.1 Contamination Inspection Methods
Contractor shall implement an inspection method in compliance with th e requirements of SB 1383 (14 CCR Section 18984.5), as described below.

Physical Container Inspections. When Cont ractor’s personnel dismounts from Collection vehicles to empty a Container, such personne l shall lift the Container lid and observe the contents. Upon finding Contaminants in a Container, Contractor shall follow the contamination noticing procedures set forth in Sections 5.5.1.1.C and 5.5.1.1.D.

5.5.1.1 Actions upon Identification of Prohibited Container Contaminants A. Record Keeping. The driver or other Contractor representative shall record each event of identification of Prohibited Container Contam inants in a written log or in the on-board computer system including date, time, Customer’s address, type of Container (Blue, Green, or Gray/Black Container); and maintain photograp hic evidence, if required. Contractor shall submit this record to the Contractor’s Customer service department, and Contractor’s Customer service department shall update the Customer’s account record to note the event, if the documentation of the on-board computer system did not automatically update the Customer’s account record.

B. Identification of Excluded Waste. If Cont ractor’s personnel observe Excluded Waste in an uncollected Container, the Contractor’s personnel shall record that observation in accordance with Section 5.5.1.3.A and immediately inform th eir route supervisor. Contractor shall follow protocols specified in Section 5.5.1.1.C. The rout e supervisor shall investigate and initiate applicable action within one (1) Business Day or sooner if the Excluded Waste may cause immediate danger.

C. Courtesy Pick-Up Notices. Upon identificati on of Prohibited Container Contaminants in a Customer’s Container, Contractor shall provide the Customer a courtesy pick-up notice. The courtesy pick-up notification shall: (i) inform the Customer of the observed presence of Prohibited Container Contaminants; (ii) includ e the date and time the Prohibited Container Contaminants were observed; (iii) include info rmation on the Customer’s requirement to properly separate materials into the appropriat e Containers, and the accepted and prohibited materials for Collection in the Blue Container, Green Container, and Gray/ Black Container; (iv) inform the Customer of the courtesy pick-up of the contaminated materials on this occasion with information that following three (3) consecutive instances of contaminated materials; Contractor may assess contamination fees; and, (v) shall include photographic evidence. Contractor shall leave the courtesy pick-up notice attached to or adhered to the Generators’ contaminated Containers; at the Premises’ door or gate; or, subject to City’s approval, may deliver the notice by mail, e-mail, or text message.

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Contractor shall Collect the contaminated Source Separated Blue Container Recyclable Materials or Source Separated Green Container Organi c Waste and Transport the material to the appropriate Approved Facility for Processing; or, Contractor may Collect the contaminated materials with Gray or Black Container Waste and Transport the contaminated materials to the appropriate Approved Facility for Disposal/ Processing.

D. Notice of Assessment of Contamination Fees. If the Contractor observes Prohibited Container Contaminants in a Generator’s Green Container or Blue Container on more than three (3) consecutive occasions and issued courtesy pi ck-up notices on each of those occasions, the Contractor may impose the contamination fee in the approved rate schedule. Contractor shall notify the City in its monthly report of Customers for which contamination fees were assessed.

Contractor shall leave a contamination fee notice attached to or adhered to the Generators’ contaminated Containers, at the Premises’ door or gate, or, subject to City’s approval, may deliver the notice by mail, e-mail or text messa ge. The contamination fee notice shall describe the specific material(s) of issu e, explain how to correct future set outs, and indicate that the Customer will be charged a contamination fee on its next bill. The format of the contamination fee notice shall be approved by the City.

Contractor shall Collect the contaminated Source Separated Blue Container Recyclable Materials or Source Separated Green Container Organi c Waste and Transport the material to the appropriate Approved Facility for Processing.

E. Communications with Customer. Whenever a Container is not Co llected because of Prohibited Container Contaminants, a Customer service representative shall contact the Customer to discuss and enco urage the Customer to adopt proper Discarded Materials preparation and separation procedures.

F. Disposal of Contaminated Materials. If the Contractor observes visible Prohibited Container Contaminants in a Generator’s Containers, Contractor may Dispose of the Container’s contents provided Contractor complies with the noticing requirements in Sections 5.5.1.1.C and

5.5.1.D above.

5.5.1.2 On-Going Contamination Monitoring by Route Personnel Contractor shall assist on an ongoing basis in minimizing contamination by helping to educate Customers on acceptable and non-acceptable materials through ongoing education and outreach efforts and through on-going monitoring of the contents of Collection Containers. The ongoing Container monitoring shall be performed by Contractor using the method described in Section 5.5.1.

5.5.1.3 Prescribed Contamination Monitoring
A. Methodology and Frequency. Commencing on January 1, 2022, the Co ntractor shall, at its sole expense, conduct hauler route reviews for Prohibited Container Contaminants in Containers in a manner that is deemed safe by the Contractor; is approved by the City; and is

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conducted in a manner that results in all hauler routes being reviewed annually or more frequently.

The Contractor shall conduct hauler route reviews that include inspection of the contents of Blue, Green, and Gray/Black Containers for Pr ohibited Container Contaminants in a manner that a minimum of ten percent (10%) of Containers on each and every hauler route are randomly inspected annually.

Contractor shall develop a hauler route review methodology to accomplish the above Container inspection requirements and such methodology shall comply with the requirements of 14 CCR Section 18984.5(b). Contractor shall submit its pr oposed hauler route review methodology for the coming year to the City no later than Ja nuary 15 of each year describing its proposed methodology for the calendar year and schedule for performance of each hauler route’s annual review. Contractor’s proposed hauler route review methodology shall include not only its plan for Container inspections and shall also include its plan for prioritizing the inspection of Customers that are more likely to be out of compliance. City and/or CalRecycle will review and approve the proposed methodology. Cont ractor may commence with the proposed methodology upon approval.

If the City and/or CalRecycle notifies the Contractor that the methodology is inadequate to meet the requirements of 14 CCR Section 18984.5(b), Contrac tor shall, at its sole expense, revise the methodology and, after obtaining City or CalRecycle approval, conduct additional hauler route reviews, increased Container inspections, or implement other changes using the revised procedure. If the Contractor’s proposed methodology meets the requirements of 14 CCR Section 18984.5(b), but has been deemed inadequate by the City, the Contractor shall, at the expense of the City, revise the methodology and implem ent the necessary changes using the revised procedure.

The City may request, and Contractor shall acce pt, modifications to th e schedule to permit observation of the hauler route reviews by the City. In addition, Contractor shall provide an email notice to the City no less than ten (10) business days prior to each scheduled hauler route review that includes the specific time(s), which shall be within the City’s normal business hours, and location(s).

B. Noticing of Generators with Contamination, and Disposal of Materials. Upon finding Prohibited Container Contaminants in a Cont ainer, Contractor shall follow the contamination noticing procedures and contaminated Contai ner handling protocols set forth in Section

5.5.1.1.C.

C. Monthly Reporting Requirements. Contractor shall maintain records and report to the City monthly on contamination monitoring activi ties and actions taken, in accordance with Article 8.

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5.5.1.4 Section Reserved

5.5.1.5 Noticing of Generators with Contamination, and Disposal of Materials Upon finding Prohibited Container Contaminan ts in a Container, Contractor shall follow the contamination noticing procedures and contaminated Container handling protocols set forth in Section 5.5.1.1.C.

5.5.1.6 Monthly Reporting Requirements
In accordance with Article 8, Contractor shall maintain records and report to the City on a monthly basis on contamination monitoring activities and actions taken.

5.6 Inspection and Enforcement
A. Annual Compliance Reviews

1. General. Contractor shall perform compliance reviews described in this Section commencing January 1, 2022, and at least a nnually thereafter, unless otherwise noted.

2. Commercial Generator Compliance Reviews. The Contractor shall complete a compliance review of all Multi-Unit Residential Premises and Commercial Customers that generate two (2) cubic yards or more per week of Solid Waste, including Organic Waste to determine their compliance with: (i) Generator requirements under the City’s Collection pr ogram; and, (ii) if applicable for the Generator, Self-Hauling requiremen ts per 14 CCR Section 18988.3, including whether a Commercial Business is comp lying through Back-Hauling of Source Separated Recyclable Materials, Source Separated Blue Container Organic Waste, Source Separated Green Container Organic Waste, and Source Separated Organic Waste. The compliance review shall mean a “desk” review of records to determine Customers’ compliance with the above re quirements and does not necessarily require on-site observation of service; however, the City may request that the Contractor perform an on-site observation of service in addition to or in lieu of the desk review if needed to obtain the required information.

3. Food Recovery Compliance Reviews. Commencing January 1, 2022 and at least annually thereafter, Contractor shall conduct inspections of Tier One Commercial Edible Food Generators, Food Recovery Organizations, and Food Recovery Services to assess compliance with the requirements of 14 CCR Chapter 12 Article

10. Commencing January 1, 2024 and at least annually thereafter, Contractor shall expand its Food Recovery compliance reviews to include inspections of Tier Two Commercial Edible Food Generators.

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4. Generator Waiver Inspections. Contractor shall verify Commercial and Multi- Unit Generator de minimis and physical space constraint waivers, if applicable, at least once every five (5) years from the date of issuance of the waiver.

5. Compliance Review Process.
a. Number of Reviews. The Contractor shall conduct a sufficient number of compliance reviews, hauler route reviews, and inspections of entities described in this Section, to adequately determine the entities’ overall compliance with SB 1383, AB 1826, and AB 341. The City reserves the right to require additional inspections, if the City determines that the number of inspections conducted by the Contractor is insufficient. City may require the Contractor to prioritize inspections of entities that the City determines are more likely to be out of compliance. b. Non-Compliant Entities. From January 1, 2022 through December 31, 2022, when compliance reviews are performed by Contractor pursuant to Section 5.6.A, Contractor shall provide educational ma terials in response to violations.

Contractor shall provide these educatio nal materials to the non-compliant Customers and Generators within five (5) working days of determination of non- compliance or immediately upon determin ation of non-compliance if such non- compliance is determined during an inspection or hauler route review. Contractor shall document the non-compliant Cust omers and Generators and the date and type of education materials provided and report such information to the City in accordance with Article 8. Beginning January 1, 2024, the Contractor shall document non-compliant Customers and Generators determined through Contractor’s compliance reviews pursuant to Section 5.6.A and shall report all Customers and Generators with SB 1383 violations to the City in accordance with Article 8. The City shall be responsible for subsequent enforcement action against the Generator.
c. Documentation of Inspection Actions. The Contractor shall generate a written and/or electronic record and maintain documentation for each inspection, hauler route review, and compliance review conducted, including the information described in Article 8.

5.7 Technical Assistance Program
Contractor will provide to the City an outreach and technical assistance plan to address implementation of SB 1383 requirements.

5.7.1 Site Visits and Waste Assessments
Contractor will include an outreach and techni cal assistance plan in the AB 341, AB 827, AB 1826, and SB 1383 Implementation Plan identifying the site visit schedule for which to send a Contractor representative to visit each Mult i-Unit Residential Premises and Commercial

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Generator’s Premises for the purpose of asse ssing how much Source Separated Recyclable Materials and Source Separated Organic Waste is being Disposed; assessing Source Separated Recyclable Materials and Source Separated Orga nic Waste Collection service level needed to meet the requirements of SB 1383, and requirin g all Generators to establish Source Separated Recyclable Materials and Source Separated Orga nic Waste Collection service. Contractor shall also notify Customers of opportunities to re duce costs by enrolling in Source Separated Recyclable Materials and Source Separated Or ganic Waste Collection service and reducing Gray/Black Container Waste service. Contractor shall contact Multi-Unit Residential Premises and Commercial Customers and provide site visi ts according to the City-approved schedule.

Contractor will also provide a site visit to any Multi-Unit Residential Premises and Commercial Generator that requests a site visit, even if it is ahead of schedule. Any internal Recycling programs or third-party Recycling programs that the Contractor encounte rs while conducting Customer site visits shall be documented usin g a City-approved electronic reporting form and provided in an electronic format such as a cloud-based file-sharing system that can be accessed by the City or its representatives.

Beginning January 1, 2022, and annu ally thereafter, Contractor representative shall follow up with Multi-Unit Residential Premises and Commercial Generators who are required to participate in Source Separated Recyclable Materials and Source Separated Organic Waste Collection service under Applicable Law, including but not limited to AB 341, AB 1826, and SB 1383. The Contractor shall ensure that these Generators are participating in the Source Separated Recyclable Materials and Source Separated Orga nic Waste Collection Service. If the Generator is not in compliance or not participating, the representative shall assist the Customers with selecting appropriate Containers and Containe r sizing, identifying acceptable Discarded Materials Collection services as set forth, and attempt to resolve any logistical barriers to providing Source Separated Recyclable Mate rials and Source Separated Organic Waste Collection service. Contractor shall provide ongoing, on-site training for Commercial Generators’ staff, including, but not limited to : management, kitchen staff, service employees, and janitorial staff; and Multi-Unit Residentia l Premises Customers’ staff, including but not limited to: the property manager, janitorial sta ff, maintenance, and any other on-site staff members or contractors that handle Discarded Materials processes.

For each on-site waste assessment conduc ted by Contractor, Contractor shall include documentation of the items listed below. City reserves the right to request Contractor’s documentation of additional information an d shall authorize the format for required information.
a) Pictures of material in all Containers
b) Characteristics of the property, business, and Generator type c) Written recommendations for the appropriate service Level for each material type d) Provision of outreach and education materials appropriate to the Generator type

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e) Determination of signage placement
f) Determination of any on-going training needs
g) Determination of any access needs
h) Documentation of any special service needs, (such as, but not limited to, seasonal, automated on-call compactor, etc.)
i) Documentation of records of communications with the Generator In addition to the site visit requirements stated above, the Contractor sh all assist the City in complying with the requirements included in AB 827, and Section 18984.9(b) of SB 1383. During the site visits required in Section 5.7.1, Contrac tor shall provide educational material (to be provided by City) to businesses that meet the requirements of AB 827 and Section 18984.9(b) of SB 1383, and make notation of the name of the business, the business address, business contact information, and business compliance or non-compliance.

5.7.2 Record Keeping and Reporting Requirements
Contractor shall maintain records of all technical assistance activities and educational materials conducted pursuant to this Section and submit reports to the City in accordance with Article 8.

5.8 Universal Enrollment Monitoring
Contractor shall assist the City in ensuring that the enrollment of Generators occurs in a timely and efficient manner. In accordance with Sect ion 8.3, Contractor shall maintain records and provide reports necessary for the City to verify the enrollment of Generators.

At least one (1) time per year, Contractor shall reconcile and confirm universal enrollment of Generators by comparing its Customer list to parcel information and calculating the percentage of total Generators enrolled in City’s Collection pr ogram. As part of this analysis, Contractor shall provide the City with a summary of any discrepancies found between the Customer list and parcel information, including the names and addresses of all Generators that were found to be the subject of a discrepancy. Contractor shall also provide a list of Generators that are not enrolled in the City’s Collection program due to the provision and approval of a waiver pursuant to Section 5.2.5, including the name, addr ess, and type of waiver for each Generator.

In accordance with Article 8, Reports, Contractor shall maintain records and provide reports on the Generators’ service level and list of no n-enrolled Generators, and other information necessary for the City to verify the universal enrollment of Generators.

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ARTICLE 6:

CONTRACTOR COMPENSATION AND RATES

6.1 General
Contractor Compensation provided for in this Ar ticle shall be the full, entire and complete compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, Disposal, Recycling, Processing, transfer, profit and all other things necessary to perform all th e services required by this Agreement in the manner and at the times prescribed.

Contractor will perform the responsibilities an d duties described in this Agreement in consideration of the right to receive compensation for services rendered at maximum rates fixed by City from time-to-time. City shall have the right to structure those maximum rates as it deems appropriate so long as the revenues fo recasted to be received by Contractor from charging rates not in excess of the maximum set forth herein can reasonably be expected to generate sufficient revenues to provide for Contractor Compensation as calculated in accordance with this Agreement.

6.2 Initial Rates
The rates for the Contract Year ending June 30, 2023 shall not exceed those set forth in Exhibit 2 hereto, unless amended by a written amendment to this Agreement entered into by and between the City and the Contractor. Contractor has reviewed these maximum rates and agrees they are reasonably expected to generate sufficient revenues to provide adequate Contractor Compensation. Unless and until the maximum rates set forth on Exhibit 2 are adjusted, Contractor will provide the services required by this Agreement, charging no more than the maximum rates authorized by Exhibit 2, except as provided herein and in Section 6.3.

6.3 Schedule of Future Adjustments
Subject to majority protest proceedings, beginning with Contract Year 2 (July 1, 2023 to June 30, 2024) and for all subsequent Contract Years, th e maximum rates shown in Exhibit 2 shall be adjusted based on the method of adjustment described in Section 6.4.

6.4 Method of Adjustments

6.4.1 General
Pursuant to Section 6.3, Contractor shall submit its request in writing, to be received by City in person or via certified mail, by March 1 of the same year its revised rate schedule for the subsequent year to the City Manager or their designee for review and approval according to the formula shown in Exhibit 3. Annual adjustments shall not exceed an amount greater than two percent (2.0%) more than the percentage increase in the Consumer Price Index-All Items Less Energy for the Los Angeles-Long Beach-Anaheim, CA, All Urban Consumers, Not Seasonally Adjusted (CUURS49ASA0LE), for the correspondi ng one-year period used to measure the

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change in the Consumer Price Index for All Urban Consumers for Garbage and Trash Collection (CUUR0000SEHG02) - U.S. City ave rage. All future adjustments to be effective July 1 shall be based on the rates described in the Contractor’s Rate Proposal. Notwithstanding the above, the annual rate adjustment to the maximum rates sha ll be subject to the requirements included in Section 6.4.1.1.

6.4.1.1 Majority Protest Proceedings
a) The annual rate adjustment may take effect only after it has been adopted and passed pursuant to a majority protest process. The annual rate adjustment shall be enacted consistent with Government Code § 53756, such that no prior approval of an annual rate adjustment may exceed a period of five (5) years.
b) Commencing from the date of adoption for any annual rate adjustment, such adjustments shall continue automatically on a year-to-year basis for a period not to exceed five (5) years after the date such adjustments were adopted in accordance with a majority protest process in accordance with Government Code § 53756.
c) At the end of the five-year period, there shall be no further adjustments to the maximum rates unless or until further automatic ad justments are adopted through a subsequent majority protest process in accordance with Government Code § 53756.

Contractor is required to mail majority prot est notices to all Customers. Contractor is responsible for all costs incurred for copying and mailing of notices.

6.4.1.2 Indemnification
Contractor shall indemnify, defend and hold harmless the City, their officers, employees, agents and volunteers, (collectively, indemnitees) from and against all claims, damages, injuries, losses, costs, including demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties an d expenses (including attorneys’ and expert witness fees, expenditures for investigations, and administration) and costs or losses of any kind whatsoever paid, imposed upon, endured or suffered by or assessed against Contractor or any of the indemnitees resulting in any form from the City’s establishing maximum rates for service under this Agreement or in connection with the application of California Constitution Articles XIIIC and Article XIIID to the im position, payment or collection of rates and fees for services provided by Contractor under this Agreement. Notwithstanding the foregoing, this indemnity shall not extend to any portion of the rates that is not associated with Contractor’s costs in providing service, such as governmental fees, F ranchise Fees or charges, nor shall it apply to any loss arising directly from the negligence of City, its officers and employees. Nothing herein is intended to imply that California Constitution Articles XIIIC or XIIID, apply to the setting of rates for the services provided under this Agreem ent, rather this Section is provided merely to allocate risk of loss between the Parties.

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6.4.1.3 No Waiver of City Council Discretion at Hearings With respect to all matters submitted to the City Council or other administrative decision- making body for hearing, this Agreement does not waive or limit the City's police powers (which police powers the parties acknowledge cannot be contractually waived) nor does anything in this Agreement waive or limit the exercise of discretion inherent to the City Council or other administrative decision-making body. However, the City will warrant that requests for rate adjustments will be heard and considered in th e exercise of good faith on the part of the City. The City's decision on matters submitted to a public hearing will be made at or after the public hearing, not beforehand. While Contrac tor’s failure to comply with the terms hereof could be a default leading to termination of this Agreement, in no case will City’s failure to approve any items submitted to it for hearing (per Section 6.4 or otherwise) be a default hereunder, and, subject to the requirements of due process, City bears no liability to Contractor for any damages suffered by Contractor as a result of a hearing outcome.

6.4.1.4 Majority Protest Contract Remedy
If an annual rate adjustment requested in accordance with Section 6.4 is verified for accuracy by the City and not implemented solely as a result of a 50% protest, Contractor may either: 1) accept that the rate will remain at the rates in effect prior to the requested rate increase, or 2) submit in writing to the City its intent to terminate the Agreement. A request to terminate the Agreement under this section would require a two-year ad vance written notice and must be submitted within 90 days of the denial of the rate increase request as a result of the 50% protest. This right to terminate does not apply to rate adjustments requested under Section 6.5 or any other section of this Agreement, or for any other reason other than requests under Section 6.4.

6.4.2 Rate Adjustment Calculation
Subject to approval by majority protest proceedin gs and subject to the limitations set forth in Section 6.4.1.1 above, approved Contractor compen sation shall be based on the percentage change in the average annual published Consumer Price Index for Trash and Garbage Collection (CUUR0000SEHG02), U.S. City average, as published by the United States Department of Labor, Bureau of Labor Statistics, between the 12 mont hs ended January prior to the Contract Year anniversary date, and the 12 months ended the prior January. For example, for the first rate increase effective July 1, 2023, the change in indices shall be measured as the percentage change from the average of the monthly indices for 12 months ending January 2022 to the average of the monthly indices for the 12 months ending January 2023. An example calculation is included in Exhibit 2A. If the index is discontinued, an alternative index must be approved by the City Manager.

In the case of a calculated rate decrease, the amount of such decrease shall be carried forward as an offset to future rate increases.

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6.5 Extraordinary Adjustments
Contractor or City may request an adjustment to maximum rates at reasonable times other than that allowed under Section 6.3 in the event of extraordinary changes in the cost of providing service under this Agreement. Such changes shall not include change s in Source Separated Recyclable Materials and/or Source Separated Or ganic Waste Processing costs, changes in the market value of Recyclable Materials from the values assumed in Contractor’s Proposal, inaccurate estimates by the Contractor of its pr oposed cost of operations, unionization of Contractor’s work force, or change in wage rates or employee benefits. Contractor may request an extraordinary adjustment base d on changes in a direct per ton fee assessed at the Disposal Site by federal, State or local regulatory agenci es after the Effective Date. Extraordinary rate adjustments shall only be effective after approval by City Council, may not be applied retroactively and shall undergo a majority protes t process if such adjustments increase rates above those currently in effect.

For each request for an adjustment to the maximum rates that Contractor may charge Customers brought pursuant to this section, Contract or shall prepare a schedule documenting the extraordinary costs. Such request shall be prep ared in a form acceptable to City with support for assumptions made by Contractor in preparing the estimate. Contractor shall also submit a schedule showing how its total costs and total revenues have changed over the past three years for the services provided under this Agreement.

Contractor shall provide to City a report of its annual revenues and expenses for the services provided in the City prepared by a Certified Public Accountant or a licensed public accountant, which shall have been prepared in compliance with Rule 58 of the "Rules and Regulations of the State Board of Accountancy," as established by the California Code of Regulations, Title 16, Chapter I. Such Certified Public Accountant or licensed public accounta nt shall be entirely independent of the Contractor and shall have no financial interest whatsoever in the business of the Contractor. City shall have right to audit th is information in connection with the City’s review of Contractor’s rate adjustment request. City shall review the Contractor’s request and, in City’s sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. The City’s approval of an extraordinary rate adjustment request made in response to a change in the City of Gardena’s Municipal Code shall not be unreasonably withheld. City may consider increases or decreases in the Contractor’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request. A rate adjustment request made in response to a new service requested by City will be determined in accordance with Section 2.10.

6.6 Change in Approved Disposal Facility
Contractor or City can request a rate increase or decrease due to a change in the Approved Disposal Facility location. Transportation costs, as well as gate rates, will be considered. Any change in the Approved Disposal Facility select ed for use by Contractor must be approved by

March 22, 2022 83 City of Gardena
the City in advance. A rate adjustment for chan ge of the Approved Disposal Facility will not become effective until approved by the City Council and will not be retroactively applied.

March 22, 2022 84 City of Gardena
ARTICLE 7:

REVIEW OF SERVICES AND PERFORMANCE

7.1 Performance Hearing
City may hold a meeting or a public hearing annually to review Contractor’s Solid Waste Collection efforts, source reduction, Processi ng and other diversion services, and overall performance under this Agreement (the “So lid Waste Services and Performance Review Meeting”). The purpose of the Solid Waste Se rvices and Performance Review Meeting is to provide for a discussion and review of technolo gical, economic, and regulatory changes in Collection, source reduction, Recycling, Proc essing and Disposal to achieve a continuing, advanced Solid Waste Collection, source reduct ion and Recycling and Disposal system; and to ensure services are being provided by Contrac tor with adequate quality, effectiveness and economy, and in full compliance with the terms of this Agreement. Topics for discussion and review at the Solid Waste Services and Performance Review Meeting shall include, but shall not be limited to, services provided, feasibility of providing new services, application of new technologies, Customer complaints, amendments to this Agreement, developments in the law, new initiatives for meeting or exceeding AB 939's goals, regulatory constraints, results of route audits, and Contractor performance. City and Contractor may each select additional topics for discussion at any Solid Waste Services and Performance Review Meeting.

City shall notify Contractor of its intent to hold a Solid Waste Services and Performance Review Meeting at least sixty (60) days in advance thereof. Thirty (30) days after receiving notice from City of a Solid Waste Services and Performance Review Meeting, Contractor shall submit a report to City which may contain such informatio n as it wished to have considered, and shall contain the following:
a) Current diversion rates and a report on Cont ractor’s outreach activities for the past year. b) Recommended changes and/or new services to improve City's ability to meet the goals of AB 939, AB 341, AB 1826, SB 1383, and any current or future regulations, and to contain costs and minimize impacts on rates. A specific plan for re gulatory compliance shall be included.
c) Any specific plans for provision for new or changed services by Contractor.

The reports required by this Ag reement regarding Customer complaints shall be used as one basis for review of Contractor’s performance, and Contractor may submit other relevant performance information and reports for cons ideration at the Solid Waste Services and Performance Review Meeting. In addition to the above, City may request Contractor to submit any other specific information relating to its performance for consideration at the Solid Waste Services and Performance Review Meeting, and any Customer may submit comments or complaints during or before the Meeting, either orally or in writing. Contractor shall be present at and participate in the Solid Waste Services and Performance Review Meeting.

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As a result of its findings following any Solid Waste Services and Performance Review Meeting, City may require Contractor to provide expanded or new services within a reasonable time and City may direct or take corrective actions for any performance inadequacies (although nothing contained in this provision should be construed as requiring City to hold a Solid Waste Services and Performance Review Meeting in order to enforc e any rights or remedies it has pursuant to the terms hereof.) Should City require expanded or new services as a remedy for Contractor’s failure to perform its obligations hereunder, no additional compensation shall be due for such services.

7.2 Performance Satisfaction Survey
Contractor will conduct a survey at Contractor’s expense at request of City or in preparation for this hearing, but not more than once every two years. The purpose of the survey is to determine Customer satisfaction with current Collection se rvices and Customer service provided by the Contractor. Survey will be distributed to a minimum of 10% of Residential Customers and 10% of Commercial Customers, selected at random. Contractor will prepare separate Residential and Commercial Customer surveys and will seek City approval of survey content and format prior to distribution and will incorporate City content, if City requests. Survey results must be made available to the City 30 days prior to hearing.

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ARTICLE 8:

RECORDS, REPORTS AND INFORMATION REQUIREMENTS

8.1 General
Contractor shall maintain such accounting, st atistical and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also , Contractor agrees to conduct data collection, information and record keeping, and reporting ac tivities needed to comply with Applicable Laws and regulation and to meet the reporting and Solid Waste program management needs of City. To this extent, such requirements set out in this and other Articles of this Agreement shall not be considered limiting or necessarily complete. In particular, this Article is intended to only highlight the general nature of records and report s and is not meant to define exactly what the records and reports are to be and their content. Further, with the written direction or approval of City, the records and reports to be maintained and provided by Contractor in accordance with this and other Articles of the Agreement shall be adjusted in number, format, or frequency.

8.2 Records

8.2.1 General
Contractor shall maintain records required to conduct its operations, to support requests it may make to City, and to respond to requests from City in the conduct of City business. Adequate record security shall be maintained to preserve records from events that can be reasonably anticipated such as a fire, theft and earthquake. Electronically maintained data/records shall be protected and backed up. All records shall be ma intained for five (5) ye ars and shall continue to be available for five (5) years after the expiration of this Agreement. After minimum holding periods are met, Contractor will notify City 90 days before destroying records.

Contractor shall maintain adequate records, and corresponding documentation, of information required by this Agreement, su ch that the Contractor is able to produce accurate monthly and annual reports and is able to provide records to verify such reports. Contractor will make these records available and provide to the City any record or documentation necessary for the City to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826, AB 901, SB 1383, and other current or future federal, State, or local regulations, as amended.

Upon request by the City, Contractor shall prov ide access to Contractor’s requested records in a timely manner, not to exceed ten (10) Busine ss Days from the time of City’s request to Contractor.

Contractor agrees that the records of any and all companies conducting operations addressed in the Agreement shall be provided or made available to City and its official representatives during normal business hours. Account histories sha ll be accessible to the City by computer for a minimum of five (5) years. City may review or utilize any of the records described in this section for any purpose whatsoever.

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8.2.2 Financial Records
Financial records shall be maintained and expe nse and revenue information for City shall be segregated from other areas served by Contractor.

Where the allocation of expenses or revenues to various categories of Customers is required to develop equitable rates that reflect the cost of service, Contractor shall segregate such expenses and revenues.

Contractor shall maintain at least the following records:
a) Reviewed financial statements for Contracto r or, if a guarantee was provided, for the parent Contractor guarantor as a whole;
b) Financial statements (compiled, reviewed or audited) of revenue and expense for this Agreement (including without limitation thos e operations of Contractor in City and surrounding jurisdictions which are not covered by this Agreement); and, c) Complete descriptions of related party t ransactions (corporate and/or regional management fees, inter-Contractor profits from transfer, Processing or Disposal operations).

8.2.3 Solid Waste Records
Contractor shall maintain and make available to the City upon request the following records relating to its operations pursuant to this Agreement:
a) Customer services and Billing/City payment records;
b) Records of tons Collected, Processed, Dive rted and Disposed by waste stream (Refuse, Source Separated Recyclable Materials, Source Separated Organic Waste), by Customer type (Single-Unit, Multi-Unit, Commercial, and Roll-Off Box), and the Facilities (Transfer Station, MRF, Organic Waste Processing Facility, or landfill) where such material was taken;
c) Quantity of Source Separated Recyclable Mate rials recovered by material type, as well as quantity of material Diverted from landfills in compliance with AB 939; d) Special cleanup event results and Special Event tonnages, including tons Disposed and Diverted;
e) Routes;
f) Facilities, equipment and personnel used;
g) Facilities and equipment operations, maintenance and repair;

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h) Number and type of Refuse, Source Separated Recyclable Materials and source Separated Organic Waste Containers in service;
i) Complaints; and,
j) Missed pickups.

8.2.4 CERCLA Defense Records
City views the ability to defend against th e Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), St ate Hazardous Substance Law, and related litigation as a matter of great importance. For th is reason, the City regards the ability to prove where Solid Waste Collected in the City was take n for Disposal, as well as where it was not taken, to be matters of concern. Contractor shall maintain data retention and preservation systems which can establish where Solid Waste Collected in the City was landfilled (and therefore establish where it was not landfilled) and provide a co py or summary of the reports required in Section 8.3 for five (5) years after the term during which Collection services are to be provided pursuant to this Agreement, or to prov ide copies of such records to City. Contractor agrees to notify City’s Risk Manager and City A ttorney before destroying such records and to offer records to the City. This provision shall survive the expiration of the period during which Collection services are to be provided under this Agreement.

8.2.5 Disposal Records
Contractor shall maintain records of Disposal of all Solid Waste Collected in City for the period of this Agreement and all extensions to this Ag reement or successor Agreements. In the event Contractor discontinues providing Solid Waste se rvices to City, Contractor shall provide all records of Disposal or Processing of all Solid Was te Collected in City within thirty (30) days of discontinuing service. Records shall be in ch ronological and organized form and readily and easily interpreted.

8.2.6 Compilation of Information for State Law Purposes Contractor shall maintain accurate records for it s operation, including, but not limited to, Discarded Materials quantities Collected and quan tities Transported to or Transferred to each Approved Facility, listed separately by material type, Customer type, and Facility. Records shall be maintained in such form by methods that fa cilitate the use of data for the production of reports as needed. Contractor will make these records available and provide to the City any record or documentation necessary for the City or County to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, AB 1595, SB 1383, and other current or future federal, State, or local regulations, as amended.

8.2.7 Other Programs' Records
Records for other programs shall be tailored to specific needs. In general, they shall include:
a) Plans, tasks, and milestones; and,

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b) Accomplishments in terms such as dates, ac tivities conducted, quantities of products used, produced or distributed, and numbers of participants and responses.

8.2.8 Cost of Audit
City may conduct an audit of Contractor at any time. The scope of the audit, and auditing party, will be determined by City and the scope may include, but is not limited to:
a) Compliance with terms of this Agreement;
b) Customer service levels and Billing;
c) Fee payments;
d) Receipts;
e) Tonnage;
f) Complaint log;
g) Compliance with Mandatory Commercial Recycling, Mandatory Commercial Organics Recycling, and SB 1383; and,
h) Verification of Diversion rate.

The first audit, to be performed during 2024, w ill be based on the Contractor’s reports and records for the eighteen months ending Dece mber 31, 2023. Audits w ill be performed every other year thereafter (the biennial audit). Contractor will reimburse to the City the cost of such audits for each subsequent biennial audit. Up to seventy thousand dollars ($70,000) will be reimbursed for 2023 audit and shall be increased annually by two percent (2%).

Should an audit by the City disclose that Franchise or other fees payable by the Contractor were underpaid by three percent (3%) or more, or th at more than two percent (2%) of the sampled Customers’ rates were inaccurately billed, for the period under review, Contractor shall pay for additional audit costs, if City determines it is necessary to expand the scope of the audit.

8.2.9 Payments and Refunds
Should an audit by the City disclose that th e Franchise Fees payable by the Contractor were underpaid or that Customers were overcharged for the period under review, Contractor shall pay to City any underpayment of Franchise Fees and/or refund to Contractor's Customers any overcharges within thirty (30) days following the date of the audit. Should an audit disclose that Franchise Fees were overpaid, City sh all refund to Contractor the amount of the overpayment within the same time frame.

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8.3 Reports

8.3.1 Report Formats and Schedule
Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Contractor may propose report formats that are responsive to the objectives and audiences for each report. The format of each report shall be approved by City. In addition to submitting all reports on paper, Contractor agrees to submit all reports in an electronic format approved by City, compatible with City’s software/computers at no additional charge. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things:
a) Determine and set rates and evaluate the efficiency of operations; b) Evaluate past and expected progress toward s significantly exceeding AB 939 goals and objectives and complying with SB 1383 requirements;
c) Determine needs for adjustment to programs; and,
d) Evaluate Customer service and complaints.

Monthly reports shall be submitted within t wenty (20) calendar days after the end of the calendar month. Quarterly reports shall be submi tted within thirty (30) calendar days after the end of the calendar quarter. Annual reports for wh ich a date is not otherwise specified in this Agreement shall be submitted within thirty (30) calendar days after the end of the calendar year.

If requested, Contractor’s complaint summary, de scribed in Section 5.2.2, shall be sent to the City Manager within five (5) days of request. All reports shall be submitted electronically to:

City Manager (or designated representative)
City of Gardena
1700 West 162nd Street
Gardena, CA 90247

8.3.2 Monthly Reports
The information listed shall be the minimum reported:
a) Gross receipts for the month by sector (Residential, Commercial, Roll-Off) b) Tonnage Report

1. Contractor shall report the total quanti ties in Tons of Discarded Materials Collected, Transferred, Processed, and Di sposed by the Contractor, all of which shall be based on actual certified scale weights for each load, if available, or similarly accurate methodology pursuant to weighing protocols in Section 6.4 of Exhibit 6. Tonnage shall be reported separately by:
a. Material type, which shall include, at a minimum, separate reporting of

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Source Separated Recyclable Materials, Source Separated Organic Waste, Gray/Black Container Waste, and any other type of Discarded Material separately Collected by Contractor (including, but not limited to: Bulky Items, used oil, mixed C&D, dirt, rock, metals, cardboard, wood waste, reusable items, salvageable materials, etc.);
b. Customer/sector type (Single-Unit, Multi-Unit, Commercial Roll-off, C&D); and,
c. Approved Facility and Facility type.

2. Report Residue level and Tonnage for a ll Discarded Materials Processed, listed separately by material type Collected and Approved Facility(ies) used.

3. Source Separated Recyclable Materials Tonnage marketed, by commodity, and including average commodity value for ea ch, and Processing Residue Tonnage Disposed, listed separately by material type Collected and Approved Facility(ies) used.

4. Documentation of all Discarded Materials exported out of State, as provided in 14 CCR Sections 18800 through 18813.

5. Tonnage Collected by month separately for each C&D project site and other data as it relates to the C&D services described in this Agreement. c) Collection and Subscription Report

1. Number of Containers at each Service Level by Customer Type and program, including:
a. A summary of the total gallons of Cart service, cubic yards of Bin service, and pulls; and cubic yards or Tons of Drop Box and Compactor service by Customer Type.
b. Calculation of the average volume of service received per: Single-Unit Residential Premises (separately iden tifying Dwelling Units in a duplex, triplex, or fourplex); Multi-Unit Residential Premises; and, Commercial Customer.

2. Documentation of the universal service enrollment process including a copy of the City-wide Generator enrollment level evaluation conducted pursuant to Section

5.8 of this Agreement.

3. List of all Commercial and Multi-Family Customers with Solid Waste service. Such list shall include each such Customer’s service address and subscribed Solid Waste, Recyclable Materials, and Organic Materials Service Levels. The list should

March 22, 2022 92 City of Gardena
include all information in one line for each Customer illustrating the Service Level for each Material Type and the total Service Level for all Material Types the Customer has subscribed to.

4. Number of Bulky Item/Reusable Materials Collection events by Customer Type.

5. The total number of de minimis waivers, and physical space constraint waivers granted in the month, including the Generator name and address for each waiver.

6. The number of waiver reverifications performed by the Contractor pursuant to Section 5.2.5 of this Agreement in the month, if any, including a copy of documentation for each reverification inspection, which shall include, at a minimum: the Generator’s name, address, and Generator type; the type of waiver being verified; any photographic or other evidence collected during the inspection; and the resulting recommended conclusi on by the Contractor regarding the validity of the waiver. The Contrac tor shall provide a summary of recommendations to the City of all waivers which the Contractor concludes to no longer be warranted.

7. Number of Bulky Item/Reusable Materials Collection pickups by Customer Type. d) Contamination Monitoring Report
The Contractor shall submit the following info rmation regarding contamination monitoring Hauler Route reviews conducted pursuant to Section 5.5 of this Agreement:

1. The number of Hauler Route reviews conducted pursuant to Section 5.5 of this Agreement;

2. Description of the Contractor’s process for determining the level of contamination;

3. Summary report of non-Collection notice s and/or contamination Processing fee assessment notices issued, which for each notice shall include the date of issuance, Customer name, and service address;

4. A record of each inspection and contamin ation incident, which shall include, at a minimum:
a. Name of the Customer
b. Address of the Customer
c. The date the contaminated Container was observed
d. The staff who conducted the inspection

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e. The total number of violations found, and a description of what action was taken for each
f. Copies of all notices, and enforcem ent orders issued or taken against Generator with Prohibited Container Contaminants
g. Any photographic documentation or supporting evidence.

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

6. A list of all Customers assessed contamination Processing fees, pursuant to Section

5.5 of this Agreement, reported separatel y by Single-Unit Residential Premises, Multi-Unit Residential Premises, and Commercial Customers and including the Customer name, Customer address, an d reason for the assessment of the contamination Processing fee, and the to tal number of instances contamination Processing fees were assessed in the month and the total amount of fees collected in the month.

7. Any other information reasonably requ ested by the City or specified in contamination monitoring provisions of this Agreement.
e) Customer Service Report

1. Number of Customer calls listed separatel y by complaints and inquiries (where inquiries include requests for service information, Rate information, etc.). For Complaints, list the number of calls sep arately by category (e.g., missed pickups, scheduled cleanups, billing concerns, da mage claims). These complaints and inquiries shall be documented an d reported separately from SB 1383 noncompliance complaints or other regulatory noncompliance complaints.

2. Number of missed or incomplete Collect ions reported in total, and per one thousand (1,000) Service Opportunities in the City, presented in a graph format, which compares total missed Collections in the City during the current report period to total missed Collections in the City in past reporting periods.

3. Number of new service requests for each Customer type and requested service(s).

4. Contractor shall maintain a record of all SB 1383 noncompliance complaints and responses pursuant to Section 5.2.4 of th is Agreement and submit the following information:
a. Total number of complaints received , and total number of complaints investigated
b. Copies of documentation recorded for each complaint received, which shall

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at a minimum include the following information:
i. The complaint as received;
ii. The name and contact informatio n of the complainant, if the complaint is not submitted anonymously;
iii. The identity of the alleged violator, if known;
iv. A description of the alleged violat ion; including location(s) and all other relevant facts known to the complainant;
v. Any relevant photographic or documentary evidence submitted to support the allegations in the complaint; and,
vi. The identity of any witnesses, if known.
c. Copies of all complaint reports submitted to the City, pursuant to Section

5.2.4.A of this Agreement.
d. Copies of all investigation reports submitted to the City pursuant to Section

5.2.4.B of this Agreement, which shall include at a minimum:
i. The complaint as received;
ii. The date the Contractor investigated the complaint; iii. Documentation of the findings of the investigation; iv. Any photographic or other evid ence collected during the investigation; and,
v. Contractor’s recommendation to the City on whether or not the entity investigated is in violation of SB 1383 based on the Contractor’s investigation.
f) Generator Waivers
Contractor shall provide a report that documents each Generator waiver request reviewed by Contractor, which are required by Section 5.2.5. Identify in the report the Generator name and service address, the typ e of waiver requested, the status of the waiver (accepted, denied, pending), and ot her information reasonably requested by the City.
g) Education Program Report
The monthly status of activities identified in the public education plan described in

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Section 5.3 of this Agreement.
h) Discarded Materials Evaluation Reports
In accordance with Section 6.6 of Exhibit 6, Contractor shall provide reports of evaluations of Discarded Materials conducted at Approved Facilities.

8.3.3 Quarterly Reports
The information listed below shall be the minimum reported:
a) A summary of the monthly reports showing Solid Waste Collected by Contractor for each month, sorted by type of Solid Waste (Refuse, Recycling, Green Waste) in tons, Customer type (Residential, Commercial and Roll-Off Box) and the Facilities where the tons were processed or disposed Diversion, contamination and residue rates shall be calculated for the quarter, based on this tonnage.
b) Gross receipts for the quarter by sector (Residential, Commercial, Roll-Off). c) Warning notices issued for contaminated Recyclable Materials and Green Waste Containers.
d) Narrative summary of problems encountered, and actions taken with recommendations for City, as appropriate.
e) Quantity of Recyclable Materials recovered by material type, as well as quantity of material diverted from landfills in compliance with AB 939; f) Description of Contractor outreach activiti es and copies of promotional and public education materials sent during the quarter.
g) Other information or reports that City may reasonably request or require.

8.3.4 Annual Report
In addition to the monthly and quarterly re porting requirements in Section 8.3.2 and 8.3.3, the Contractor shall provide an Annual Report, covering the most recently completed calendar year.

The Annual Report shall include the informatio n in the following subsections. The Annual Report is to be essentially in the form and content of the monthly and quarterly reports, but shall also include:
a) A summary of the number of Containers in service as of December 31 by size (number of gallons, number of yards), sector (Residential, Commercial, Roll-Off), service frequency, and type of service (Refuse, Recycling, Green Waste).
b) A complete inventory of vehicles used to provide all services, including make, year, type, fuel used, use, California license number and whether or not it is used as a spare.

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c) Number of routes and route hours per day by type of service as of December 31. d) Other information or reports that County may reasonably request or require. e) Collection and Subscription Report

1. A summary of all data provided in the Tonnage Report section, including quarterly and annual totals and averages.

2. The type(s) of Collection service(s) provided, a list of all hauler routes serviced, and a record of the addresses served on each hauler route.

3. A summary of Customer subscription data, including the number of accounts; the total number of Generators enrolled with Contractor for service, listed separately by service level and Container type (Cart, Bin, and Roll-Off service), separately by Single-Unit Residential Prem ises, Multi-Unit Residential Premises, and Commercial Customers, and separately for each type of Discarded Material; and the number of Bulky Items Collections performed.

4. A detailed list of Single-Unit Resident ial Premises, Multi-Unit Residential Premises, and Commercial Customer in formation, including Gray/Black Container Waste, Source Separated Recycl able Materials, and Source Separated Organic Waste Service Levels, Customer type, and Customer service addresses reflecting Customer Service Levels as of June 30 (for the year in which the report is submitted).

5. The number of C&D Collection sites se rved and Tonnage Collected, Tonnage diverted, and Diversion level for each C&D Collection site. f) Processing Facility Report

1. Temporary Equipment or Operations Fail ure: If the Contractor is granted a Processing facility temporary equipmen t or operational failure waiver, in accordance with Section 4.5.15 of the Agreement, the Contractor shall include the following documents and information:
a. The number of days the Processing Facility temporary equipment waiver or operation failure waiver was in effect;
b. Copies of any notifications sent to the City pursuant to Section 4.5.15.C of the Agreement, and copies of City notices to Contractor pursuant to Section

4.5.15.C of the Agreement;
c. Documentation setting forth the date of issuance of the waiver, the timeframe for the waiver; and,

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d. A record of the tons of Source Sep arated Recyclable Materials, Source Separated Organic Waste, and/or Gray/Black Container Waste redirected to an Alternative Facility or Disposed at an Approved Disposal Facility as a result of the waiver, recorded by Collection vehicle or Transfer vehicle number/load, date, and weight.

2. Quarantined Organic Waste: A record of all compliance agreements for quarantined Organic Waste that are Disposed of, including the name of Generator, date issued, location of final dispositio n, and the amount of quarantined Organic Waste that was required to be Disposed at a Landfill.

3. Compostable Plastics in Green Containers: Written notification that the Approved Organic Waste Processing Facility(ies) has and will continue to have the capabilities to Process and recover the Compostable Plastics included with the Source Separated Organic Waste Transported to the Approved Organic Waste Processing Facility.

4. Plastic Bags in Green Containers: Writt en notification to the City that the Approved Organic Waste Processing Fac ility has and will continue to have the capabilities to Process and recover plastic bags when it recovers Source Separated Organic Waste.
g) Public Education and Outreach Report

1. A copy of all education and outreach materials provided to Generators, or otherwise used for education and outreach efforts in accordance with Section 5.3 of the Agreement, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings.

2. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a list that includes: the Generator's name or account name, the type of education or outreach received; the distribution date, and the method of distribution.

3. The number of Organic Generators and Commercial Edible Food Generators that received information and the type of education and outreach used.

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

5. A copy of electronic media, including the dates posted of: social media posts, e mail communications, or other electronic messages.

6. Contractor shall maintain a record of all technical assistance efforts conducted

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pursuant to Section 5.7 of the Agreement, including:
e. The name and address of the Custom er/Generator receiving technical assistance, and account number, if applicable.
f. The date of any technical assistance conducted and the type of technical assistance, including, but not limited to: site visits, waste assessments, compliance assessments, direct outreach, workshops, meetings, events, and follow-up communications.
g. A copy of any written or electronic educational materials distributed during the technical assistance process.

7. A copy of all special event reports submitted to the City in accordance with Section

4.4.8 of the Agreement.
h) Compliance Monitoring and Enforcement Report

1. A summary of the total number of SB 1383 non-compliance complaints that were received and investigated, and the number of Notices of Violation issued based on investigation of those complaints, in accordance with Section 5.2 and Section

8.3.2.e of the Agreement.

2. The total number of Hauler Route review s conducted pursuant to Section 5.6 of the Agreement.

3. The number of inspections conducte d by type for Commercial Edible Food Generators, Food Recovery Organizations, and Commercial Businesses.

4. A copy of written and/or electronic re cords and documentation for all audits, studies, compliance reviews, and all othe r inspections conducted pursuant to Section 5.6 of the Agreement.

5. The number of Commercial Businesses that were included in a compliance review performed by the Contractor, and the numb er of violations found and corrected through compliance reviews, if different fr om the number reported in subsection

4.f. of this Section; including a list with each Generator's name or account name, address, and Generator type.

6. The total number of Notices of Violation issues categorized by type of Generator.

7. The number of enforcement actions that were resolved, categorized by type of Generator.

8. Copies of all written notices, violations, educational materials, or other

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enforcement mechanisms issued to noncompliant Generators. i) Food Recovery Program Support

1. The number of Food Recovery Services and Food Recovery Organizations located and operating within the City that cont ract or have written agreements with Commercial Edible Food Generators for Food Recovery.

2. The number of Generators participating in the Edible Food recovery program, as described in Section 4.3.7 of the Agreement.
j) Vehicle and Equipment Inventory

1. A list of all vehicles used in performing services under this Agreement including license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage at June 30.

2. If applicable, the name, physical location , and contact information of each entity, operation, or facility from whom the RNG was procured.

3. If applicable, the total amount of RNG procured by the Contractor for use in Contractor vehicles, in diesel gallon equi valents (DGE), including copies of any receipts, invoices, or other similar docu mentation evidencing procurement. In addition to the amount procured, Cont ractor shall include the total amount actually used in Contractor vehicles in the calendar year, if these values are different.
k) Customer Revenue and City Fee Payment Re port. Provide a statement detailing Gross Revenue from all operations conducted or permitted pursuant to this Agreement and report of all City fees paid in accordance wi th Article 3 of this Agreement. The Annual Report is to be essentially in the form and content of the quarterly report, but shall also include:

1. A summary of the number of Containers in service as of December 31 by size (number of gallons, number of yards), se ctor (Residential, Commercial, Roll-Off), service frequency, and type of service (Refuse, Recycling, Green Waste).

2. A complete inventory of vehicles used to provide all services, including make, year, type, fuel used, use, California license number and whether or not it is used as a spare.

3. Number of routes and route hours per day by type of service as of December 31.

4. General information about the Contractor and its most recent annual report.

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5. Other information or reports that County may reasonably request or require.

8.4 Reporting Adverse Information
Contractor shall provide City an electronic copy to the City Manager and the City Attorney of all reports, pleadings, applications, notifications, Notices of Violation, communications or other material relating specifically to Contractor’ s performance of services pursuant to this Agreement, submitted by Contractor to, or receiv ed by Contractor from, the United States or California Environmental Protection Agency, CalRecycle, the Securities and Exchange Commission or any other federal, State or local ag ency, including any federal or State court.

Copies shall be submitted to City simultaneously with Contractor’s filing or submission of such matters with said agencies. Contractor’s routin e correspondence to said agencies need not be routinely submitted to City but shall be made available to City promptly upon City’s written request.

8.5 Right to Inspect Records
City shall have the right to inspect or review the specific documents or records required expressly or by inference pursuant to this Agreement, or any other similar records or reports of Contractor or its related party entities that City shall deem, in its sole discretion, necessary to evaluate annual reports, compensation applic ations provided for in this Agreement and Contractor's performance provided for in this Agreement. Contractor shall make all records and documents to be reviewed and inspected by th e City as a part of any audit or other record review conducted by the City, available for the City’s review, inspection and copying within five business days (excluding Saturday, Sunday and holidays included in Section 4.5.1) of receiving written notice from the City requesting the same.

8.6 Failure to Report
The refusal or failure of Contractor to file any required reports, or to provide required information to City, or the inclusion of any materially false or misleading statement or representation by Contractor in such report shall be deemed a material breach of the Agreement as described in Section 11.1 and sh all subject Contractor to all remedies which are available to the City under the Agreement or otherwise.

8.7 Public Records
All reports made to the City pursuant to this Agreement shall be deemed public records for purposes of the City’s use, any litigation, and public records requests made pursuant to the California Public Records Act (S tatutes of 1968, Chapter 1473; currently codified as California Government Code §§ 6250 through 6276.48).

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ARTICLE 9:

INDEMNIFICATION, INSURANCE AND BOND

9.1 General Indemnification
Without regard to the limits of any insurance coverage, Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless (to the full extent permitted by law) City and its officers, officials, employees, volunteers, and agents from and against any and all claims, liability, loss, injuries, damage, expense, and co sts (including without limitation costs and fees of litigation, including attorneys’ and expert wi tness fees) (collectively, “Damages”) of every nature arising out of or in connection with Co ntractor’s performance, and the performance of any Subcontractor, or agent of Contractor, under th is Agreement, or its failure to comply with any of its obligations contained in the Agreement, except to the extent such loss or damage was caused by the negligence or willful misconduc t of City. This Section 9.1 shall survive the expiration or termination of this Agreement and shall not be construed as a waiver of City’s legal and/or equitable rights as defined herein and permitted under Applicable Law.

THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE

GIVEN THE BROADEST POSSIBLE INTE RPRETATION AND SH ALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.

9.2 Hazardous Substance Indemnification
A. Without regard to any insurance coverag e or requirements, and without limiting the above general indemnification obligatio n in any way, Contractor specifically agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City), reimburse, indemnif y, and hold Indemnitees harmless from and against any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, actions, attorneys' fees, consultant fees, penalties and any and all other losses, damages, fe es and expenses of whatever kind or nature ("Claims") (including but not limited to response costs, investigative costs, assessment costs, monitoring costs, treatm ent costs, cleanup costs, removal costs, remediation costs, and similar costs, damages and expenses) that arise out of or are alleged to arise out of or in any way relate to any action, inaction or omission of Contractor that:

1. Results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnitee is liable, responsible or in any way obligated to investigate, assess, monitor, study, test, treat, remove, re mediate, or otherwise cleanup, any Hazardous Contaminant (as defined herein); or

2. Relates to material Collected, transpor ted, recycled, processed, treated or disposed of by Contractor.

B. Contractor’s obligations pursuant to this section shall apply, without limitation, to:

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1. Any Claims brought pursuant to or based on the provisions of any Environmental Law;

2. Any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or operation of Contractor of any Facility;

3. Any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, Disposal, Processing or use of any materials recovered by Contractor;

4. Any Claims based on or arising out of or alleged to be arising out of any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement.

C. The foregoing indemnity and defense obligations shall apply irrespective of the negligence or willful misconduct of Contractor or any Affiliate of Contractor.

D. For purposes of this section, the term "Hazardous Contaminant" shall mean any Hazardous Substance any crude oil or refi ned or unrefined petroleum product or any fraction or derivative thereof; and any asbestos or asbestos-containing material.

The term "Hazardous Contaminant" shall also include any and all amendments to any referenced statutory or regulatory provisions made before or after the date of execution of this Agreement.

E. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR

EXPIRE, SHALL BE GIVEN THE BR OADEST POSSIBLE INTERPRETATION

AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.

9.3 Related to AB 939, AB 341, and SB 1383
Contractor’s duty to defend and indemnify herein includes all fines and/or penalties imposed by CalRecycle, if the requirements of AB 939, AB 341, AB 1826, and/or SB 1383 are not met by the Contractor with respect to the Contractor’ s obligations under this Agreement, and such failure is: (i) due to the failure of Contractor to meet its obligations under this Agreement; or, (ii) due to Contractor delays in providing informat ion that prevents Contractor or City from submitting reports to regulators in a timely manner. This indemnity is subject to the provisions of Public Resources Code § 40059.1.

9.4 Insurance
City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid defense and hold harmless agreem ents, because of acceptance by City or the deposit with City by Contractor of the insurance policies described in this provision.

A. Minimum Scope of Insurance . Coverage shall be at least as broad as:

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1. The most recent editions of Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 00 01).

2. The most recent editions of Insurance Services Office form number CA 00 01 covering Automobile Liability, code 1 "any auto" and endorsement CA 00 25.

3. Environmental/Pollution Liability Insurance in a form acceptable to the City Attorney.

4. Workers' Compensation insurance as re quired by the Labor Code of the State of California and Employers Liability insurance.

B. Minimum Limits of Insurance . Contractor shall maintain in force for the term of this Agreement limits no less than:

1. Comprehensive General Liability: Five Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury, Personal injury and property damage. Such limits can be achieved through a combination of primary and excess liability policies.

2. Automobile Liability: Fi ve Million Dollars ($5,000,000) combined single limit per accident for bodily injury and property damage. Such limits can be achieved through a combination of primary and excess liability policies.

3. Environmental/Pollution Liability Insurance. Five Million Dollars ($5,000,000) per loss and annual aggregate applicable to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically damaged or destroyed; clean-up costs, including first party cleanup of the City’s property and third-party cleanup, and bodily injury costs if pollutants impact other properties; and defense, including costs, fees and expenses incurred in the invest igation, defense, or resolution of claims. Coverage shall include comple ted operations and shall apply to sudden and non-sudden pollution condit ions. Coverage shall apply to acts, errors or omissions arising out of, or in connection with, Contractor’s scope of work under this Agreement. Coverage shall also apply to non-owned deposit sites (“NODS”) that shall protect against, for example, claims regarding bodily injury, property damage, and/or cleanup costs involving NODS. Coverage is preferred by the City to be occurrenc e based. However, if provided on a claims-made basis, Contractor warrants that any retroactive date applicable to coverage under the policy precedes the Effective Date of this Agreement, and that continuous coverage shall be ma intained, or an extended discovery period will be exercised through completion or termination of this agreement for a minimum of five (5) years. This provision does not limit or alter any rights or remedies to City allowable un der this agreement and/or applicable law in perpetuity.

4. Technology Professional Liability E rrors and Omissions Insurance: (Cyber Liability) appropriate to the Contractor’ s profession and industry practice,

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with limits not less than Two Millio n Dollars ($2,000,000) per occurrence.

Coverage for cyber risks shall be suffici ently broad to respond to the duties and obligations as are undertaken by Contractor under this Agreement and shall include, but not be limited to claims involving infringement of intellectual property, including but not lim ited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverag e for breach response notification and remediation costs, regulatory fine s and penalties, credit monitoring expenses, electronic funds transfer losses, electronic data restoration expenses, and business interruption costs with lim its sufficient to respond to these obligations, in the sole discretion of the City Attorney.

5. Workers' Compensation and Employer s Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.

C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City, which approval shall not be unreasonably withheld. If, in the reasonable opinion of City, Contractor does not have sufficient financial resources to protect City from exposure with respect to any deductibles or self-insured retentions, at the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention’s as respects City, its officials, employees and agents; or Cont ractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Other Insurance Provisions . The policies are to contain, or be endorsed to contain, the following provisions:

1. General Liability Environmental Liability and Automobile Liability Coverages
a) City, its elective and appointi ve boards, commissions, officials, employees, agents and volunteers are to be named as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; Premises owned, leased or used by Contractor; or vehicles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its elective and appointi ve boards, commissions, officials, employees, agents or volunteers.
b) Contractor's insurance coverage sha ll be primary insurance as respects City, its elective and appointive boards, commissions, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by City, its officials, elective and appointive boards,

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commissions, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. c) Any failure to comply with reportin g provisions of the policies shall not affect coverage provided to City, its officials, elective and appointive boards, commissions, employees, agents or volunteers.
d) Coverage shall state that Contractor's insurance shall 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.

2. Workers' Compensation and Employer s Liability Coverage - The insurer shall agree to waive all rights of subrogation against City, its officials, elective and appointive boards, commissions, employees, agents and volunteers for losses arising from work performed by Contractor for City.

3. All Coverages - Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.

E. Scope of Coverage. All of the above policies of insurance shall be primary insurance and shall name the City, it s electives and appointive boards, commissioners, officials, officers, employees , and agents as additional insureds.

The insurer shall waive all rights of su brogation and contribu tion it may have against the City, its electives and appoin tive boards, commissioners, officials, officers, employees, agents, and their respecti ve insurers. In the event any of said policies of insurance are cancelled, Contracto r shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 9.4 to the City.

F. Acceptability of Insurers. The insurance policies required by this section shall be issued by an insurance company or comp anies authorized to do business in the State of California and with a rating in the most recent edition of Best's Insurance Reports of size category XIII or larger and a rating classification of A or better.

G. Verification of Coverage. Simultaneously with the execution of this Agreement, Contractor shall furnish City with certificates of insurance evidencing the coverage required herein, in form and substance satisfactory to City. The certificates for each insurance policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf. No work unde r this Agreement shall commence until Contractor has provided City with the Certificate(s) of Insurance or appropriate insurance binder(s) evidencing the re quired insurance coverage and said Certificate(s) of Insurance or binder(s) are approved by the City, which appraisal shall not be unreasonably withheld. Su ch certificates shall show the type and amount of coverage, effective dates and da tes of expiration of policies and shall have all required endorsements. If City re quests, copies of each policy, together

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with all endorsements, shall also be pr omptly delivered to City throughout the term of the Agreement.

H. Companies and Subcontractors. Contractor shall include all Companies and Subcontractors as insureds under its polic ies or shall furnish separate certificates and endorsements for each Contractor and Subcontractor. All coverages for Companies and Subcontractors shall be subj ect to all of the requirements stated herein.

I. Required Cancellation Notices :

1. The certificate of insurance for th e Workers' Compensation policy shall contain an endorsement in substantially the following form:
"Thirty (30) days prior written notice by certified mail, return receipt requested, shall be given to City in the event of cancellation, re duction in coverage, or non-renewal of this policy. Such notice shall be sent to:

City Manager (or designated representative)
City of Gardena
1700 West 162
nd Street
Gardena, CA 90247

2. The certificate of insurance for th e Public Liability policy shall contain endorsements in substantially the following form:
a) "Thirty (30) days prior written notice shall be given to City in the event of cancellation, reduction in coverage, or no n-renewal of this policy. Such notice shall be sent to:

City Manager (or designated representative)
City of Gardena
1700 West 162 nd Street
Gardena, CA 90247
b) "City, its officers, elective and appointive boards, commissions, employees, and agents are additional insureds on this policy." c) "This policy shall be considered pr imary insurance as respects any other valid and collectible insurance mainta ined by City, including any self- insured retention or program of se lf-insurance, and any other such insurance shall be considered excess insurance only."
d) "Inclusion of City as an insured sha ll not affect City's rights as respects any claim, demand, suit or judgment brought or recovered against Contractor. This policy shall protect Contractor and City in the same manner as though a separate policy ha d been issued to each, but this shall not operate to increase Contractor's liability as set forth in the

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policy beyond the amount shown or to which Contractor would have been liable if only one party had been named as an insured." Renewal certificates will be furnished periodica lly to City to demonstrate maintenance of the required coverage throughout the Term.

J. Other Insurance Requirements

1. In the event any services are delega ted to a Contractor or Subcontractor, Contractor shall require such Contrac tor or Subcontractor to provide statutory workers' compensation insurance and employer's liability insurance for all of the Contractor or Subcontractor's employees engaged in the work in accordance with this Section 9.4. The liability insurance required by this Section 9.4 shall cover all Contractor or Subcontractors or the Contractor or Subcontractor mu st furnish evidence of insurance provided by it meeting all of the requirements of this Section 9.4.

2. Contractor shall comply with all requirements of the insurers issuing policies. The carrying of insurance shall not relieve Contractor from any obligation under this Agreement. If any claim exceeding the amount of any deductibles or self-insured reserves is made by any third Person against Contractor or any Contractor or Subc ontractor on account of any occur- rence related to this Agreement, Contractor shall promptly report the facts in writing to the insurance carrier and to City.

If Contractor fails to procure and main tain any insurance required by this Agreement, City may take out and maintain, at Contractor's expense, such insurance as it may deem proper an d deduct the cost thereof from any moneys due Contractor.

9.5 Faithful Performance Bond
Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of Six Hundred Thousand Dollars ($600,000), similar to the form provided in Exhibit 4, which secures the faith ful performance of this Agreement, including, without limitation, payment of any penalty and the funding of any work to cure a breach of this Agreement, unless such requirement is waived by the City Manager. The bond shall contain the original notarized signature of an authorized officer of th e surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force (through annual renewals) until released in accordance with Section 9.9.

9.6 Faithful Performance Letter of Credit
In addition to a faithful performance bond as noted in Section 9.5 above, Contractor shall furnish an irrevocable letter of credit in the amount of Six Hundred Thousand Dollars ($600,000), from

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a financial institution acceptable to the City an d in a form acceptable to the City Attorney as security for the performance of this Agreemen t (the “LOC”). The LOC shall be the sole responsibility of Contractor and shall remain in fo rce until released in accordance with Section

9.9. 9.7 Forfeiture of Performance Bond
In the event Contractor shall for any reason become unable to, or fail in any way to, perform as required by this Agreement, City may declare a portion or all of the performance bond be forfeited to the City that is necessary to recomp ense and make whole the City. Upon partial or full forfeiture of the performance bond, Contractor shall restore the performance bond to its face amount within 30 days of the City’s declaration. Failure to restore the performance bond to its full amount within 30 days shall be a material breach of the Agreement.

9.8 Forfeiture of Letter Of Credit
Thirty (30) days following City providing Contracto r with written notice of its failure to pay City any amount owing under this Agreement, City may draw upon the LOC for purposes including, but not limited to:
a. Payment of sums due under the terms of th is Agreement which Contractor has failed to timely pay to City
b. Reimbursement of costs borne by City to correct violations of this Agreement not corrected by Contractor, including but not lim ited to the liquidated damages described in Section 11.4.

City may draw upon the entire LOC and convert it to a cash deposit if Contractor fails to cause the LOC to be extended or replaced with another satisfactory letter of credit no later than 60 days prior to its expiration during the term hereof.

9.9 Performance Security Beyond Service Term
Some Agreement requirements extend beyond the Term of this Agreement and will not be substantiated until after the final service date. Therefore, the Contractor shall not terminate the performance bond or letter of credit and will re new them to ensure continuous availability to the City, until receiving a written release from the City. City will provide such a release when City, in its reasonable judgment , is fully satisfied that all requirements have been met.

However, permission from the City to discontinu e holding these performance securities does not relieve Contractor of payments to the City that may be due or may become due.

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ARTICLE 10:

CITY'S RIGHT TO PERFORM SERVICE

10.1 General
In the event that Contractor, for any reason what soever, fails, refuses or is unable to Collect, Recycle, process, transport or dispose of any or all Solid Waste which it is required by this Agreement, at the time and in the manner provided in this Agreement, for a period of more than two business days, excluding Saturday, Sunday and holidays listed in Section 4.5.1, and if, as a result thereof, Solid Waste should accumulate in City to such an extent, in such a manner, or for such a time that such accumulation endangers or menaces the public he alth, safety or welfare, then City shall have the right, but not the obligat ion, upon twenty-four (24) hour prior written notice to Contractor during the period of such emergency as determined by City, (1) to perform, or cause to be performed, such services itself with its own or other personnel without liability to Contractor; and/or (2) to take possession of any or all of Contractor's land, equipment and other property used or useful in the Collection and transportation of Solid Waste, and to use such property to Collect and transport any Solid Waste generated within City which Contractor would otherwise be obligated to Collect, transport and properly dispose of or process pursuant to this Agreement.

Notice of Contractor's failure, refusal or neglect to Collect, transport and properly dispose of or process Solid Waste may be given orally by telephone to Contractor at its principal office and shall be effective immediately. Written confirmation of such oral notification shall be sent to Contractor within one business day, excluding Saturday, Sunday and holidays listed in Section

4.5.1 of the oral notification.

Contractor further agrees that in such event:

A. It will take direction from City to affect the transfer of possession of equipment and property to City for City's use, or for use by any Person or entity designated by the City.

B. It will, if City so requests, keep in good repair and condition all of such equipment and property, provide all motor vehicles with fuel, oil and other service, and provide such other service as may be necessary to maintain said property in operational condition.

C. City may immediately engage all or any personnel necessary or useful for the Collection and transportation of Solid Waste, including, if City so desires, employees previously or then employed by Contractor, Contractor further agrees, if City so requests, to furnish City the services of any or all management or o ffice personnel employed by Contractor whose services are necessary or useful for Solid Was te Collection, transportation, Processing and Disposal operations and for the Billing and Collection of fees for these services.

City agrees that it assumes complete responsi bility for the proper and normal use of such equipment and facilities while in its possession.

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If the interruption or discontinuance in service is caused by any of the reasons listed in Section

11.5, City shall pay to Contractor the reasonable re ntal value of the equipment and facilities, possession of which is taken by City, for the peri od of City's possession, if any, which extends beyond the period of time for which Contractor has rendered bills in advance of service, for the class of service involved.

10.2 Temporary Possession of Contractor's Property
If City suffers an interruption or discontinua nce of service (including interruptions and discontinuance due to events described in Section 11.5), City may take possession of and use all of Contractor's property described above until other suitable arrangements can be made for the provision of Solid Waste Services which may incl ude the grant of a Franchise to another waste hauling contractor.

10.3 Billing and Compensation to C ity During City's Possession During such time that City is providing Solid Waste services, as above provided, Contractor shall bill and collect payments from all Contractor-billed Customers as described in Section 5.1.

Contractor further agrees that, in such event, it shall reimburse City for any and all costs and expenses incurred by City beyond that billed and received by City in taking over possession of the above-mentioned equipment and property for Solid Waste service in such manner and to an extent as would otherwise be required of Contractor under the Terms of this Agreement. Such reimbursement shall be made from time to time after submission by City to Contractor of each statement listing such costs and expenses, but in no event later than five (5) working days from and after each such submission.

10.4 City's Right to Relinquish Possession
It is further mutually agreed that City may at any time at its discretion relinquish possession of any or all of the above-mentioned property to Contractor and thereupon demand that Contractor resume the Solid Waste services as provided in this Agreement, whereupon Contractor shall be bound to resume the same.

10.5 City's Possession Not A Taking
Except as otherwise expressly provided in the pr evious paragraph, City's exercise of its rights under this Article (1) does not constitute a ta king of private property for which compensation must be paid, (2) will not create any liability on the part of City to Contractor, and (3) does not exempt Contractor from any of the indemnity an d insurance provisions of this Agreement, which are meant to extend to circumstances ari sing under this Section provided that the Contractor is not required to indemnify the Ci ty against claims and damages arising from the sole negligence of the City, its elected and a ppointed boards, commissions, officers, employees and agents in the operation of Collection vehicles during the time the City has taken possession of such vehicles.

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10.6 Duration of City's Possession
City's right pursuant to this Article to retain temporary possession of Contractor's facilities and equipment, and to render Collection services, sh all terminate when City determines that such services can be resumed by Contractor, or when City no longer reasonably requires such property or equipment. In any case, City ha s no obligation to maintain possession of Contractor's property or equipment and/or continue its use for any period of time and may at any time, in its sole discretion, relinquish possession to Contractor.

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ARTICLE 11:

DEFAULT, REMEDIES AND LIQUIDATED DAMAGES

11.1 Events of Default
Contractor’s breach of each and any provision of the Franchise or this Agreement may constitute a default hereunder to the extent Contractor’s pe rformance, services or obligations under this Agreement are materially and adversely impacted. Events of default by the Contractor include, but are not limited to, the following:

A. Fraud or Deceit or Misrepresentation . If the Contractor engages in, or attempts to practice, any fraud or deceit upon City or makes a misrepresentation regarding material information to City.

B. Insolvency or Bankruptcy . If Contractor becomes insolvent, unable, or unwilling to pay its debts, files a bankruptcy petition or takes steps to liquidate its assets.

C. Failure to Maintain Coverage . If Contractor fails to provide or maintain in full force and effect the Workers' Compensation, liab ility, or indemnification coverage as required by this Agreement.

D. Violations of Regulation . If Contractor violates any orders or filings of any regulatory body having jurisdiction over Contrac tor relative to this Agreement, provided that Contractor may contest any such orders or filin gs by appropriate proceedings conducted in good faith, in which case no breach of the Franchise and this Agreement shall be deemed to have occurred until a final decision adverse to the Contractor is entered.

E. Suspension or Termination of Service . If Contractor ceases to provide all or a portion of the Collection, Processing or Recyc ling services, or any other Solid Waste Handling Services as required under this Agreement , if not excused pursuant to Section 11.5, for a period of two (2) consecutive days or more, for any reason within the control of Contractor.

F. Failure to Pay . If Contractor fails to make any payments required under this Agreement and/or refuses to provide City, within ten (10) days of the demand, with required information, reports, and/or records in a timely manner as provided for in the Agreement.

G. Failure to Cooperate with Audits. Failure to complete, perform or cooperate with any audit as described by this Agreement.

H. Failure to Submit Reports or Documentation. Failure to complete or to provide required reports or documents to City as required by this Agreement.

I. Acts or Omissions .

A. Any act or omission by Contractor relative to the services provided under

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this Agreement which violates the terms, condit ions, or requirements of this Agreement, the California Integrated Waste Management Act of 1989, as it may be amended from time to time (AB 939), or any law, statute, ordinance, order, dire ctive, rule, or regulation issued pursuant to AB 939 shall constitute a default by the Contractor. Any failure to correct or remedy any such violation within the time set in the written no tice of the violation or, if Contractor cannot reasonably correct or remedy the breach within the time set fort h in such notice, if Contractor should fail to commence to correct or remedy such violation within the ti me set forth in such notice and diligently effect such correction or remedy thereafter shall constitute a default by Contractor.

B. Any situation in which Contractor or any of its officers, directors or employees are found guilty of any crime related to the performance of this Agreement, or of any crime related to anti-trust activities, illegal transport or Disposal of hazardous or toxic materials, or bribery of public officials shall constitute a default by Contractor. The term “found guilty” shall be deemed to include any judicial determ ination that Contractor or any of Contractor’s officers, directors or employees is guilty as well as any admission of guilt by Contractor or any of Contractor’s officers, directors or employees including, but not limited to, the plea of “guilty”, “nolo contendre”, “no contest”, and “guilty to a lesser charge.” J. False or Misleading Statements . Any representation or disclosure made to City by Contractor in connection with or as an induce ment to entering into this Agreement, or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time such representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement.

K. Attachment . The seizure of, attachment of, or levy on, the operating equipment of Contractor, including, without limits, its equipm ent, maintenance or office facilities, or any part thereof.

L. Failure to Provide Assurance of Performance . If Contractor fails to provide reasonable assurances of performance as required under Section 11.7.

M. Commingling of Source Separated Recyclable Materials, and/or Source Separated Organic Waste With Refuse/Landfilling of Source Separated Recyclable Materials and/or Source Separated Organics Materials. If Contractor empties a Container of properly set out Source Separated Recyclable Materials an d/or Source Separated Organic Waste into a Refuse load, or Transports Source Separated Recyclable Materials and/or Source Separated Organic Waste to a landfill or other location at which the material will not be diverted from landfilling.

N. Diversion Requirement. If Contractor does not reach Diversion requirement of 27% of all tonnage Collected by Contractor under this Agreement per Section 4.2.6 for two consecutive calendar years or fails to make reasonable efforts to assure that Source Separated Recyclable Materials are transported, handled an d processed at a suitable Facility, so as to

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maximize Diversion credits for the City.

O. Failure to Provide Processing Capacity. Contractor fails to provide adequate Processing capacity in accordance with Exhibit 6, which is essential for the City to achieve SB 1383 compliance.

P. Failure to Achieve Processing Standards. Contractor fails to achieve the Processing standards specified in Exhibit 6, including achievement of minimum Organic Waste recovery rates, which are essential for the City to achieve SB 1383 compliance.

Q. Failure to Comply with Other Requirements of SB 1383. Contractor fails to comply with other requirements of the Agr eement including, but no t limited to, public education, reporting, contamination monitori ng, recordkeeping and reporting, or other obligations of this Agreement that delegate the City’s responsibility and/or authority under SB 1383 to the Contractor.

R. Failure to Implement Collection Program. Contractor fails to implement a Collection program that complies with the requirem ents of Article 4, which is essential for the City to achieve compliance with SB 1383.

Contractor shall have two business days, exclud ing Saturdays, Sundays and holiday included in Section 4.5.1, from the time it is given notification by City to cure any default arising under subsections E, F, G, H, J, K, L and M provided, however, that City shall not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has committed the same or similar breach within a twenty-four (24) mo nth period. It is expressly understood that Contractor is not entitled to receive notice of defa ult, or to cure such default, with respect to those matters listed in subsections A, B, C, D, I, N, O, P, Q and R above.

For other actions not listed above, or included in 11.2 below, City will provide Contractor with a written notice setting forth the nature of the breach or failure and the actions, if any, required by Contractor to cure such a breach or failure. Contractor shall be deemed in default where: (1) breach or failure can be cured but Contractor fails to cure within thirty (30) days.

11.2 Criminal Activity of Contractor
Should the Contractor or any of its officers, directors or employees be found guilty of felonious conduct related to the performance of this Contract, or of felonious conduct related to anti-trust activities, illegal transport or Disposal of hazard ous or toxic materials, or bribery of public officials, the City reserves the right to unilaterally terminate this Contract or impose other such sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it shall deem proper. Such action shall be taken after Contractor has been given notice and opport unity to present evidence in mitigation. The term “found guilty” shall be deemed to include any judicial determination that Contractor or any of Contractor’s officers, directors or empl oyees is guilty and any admission of guilt by Contractor or any of Contractor’s officers, directors or employees including, but not limited to,

March 22, 2022 115 City of Gardena
the plea of “guilty”, “nolo contendere”, “no contest”, and “guilty to a lesser charge” entered as part of any plea bargain. If the Agreement is terminated pursuant to the above, such termination shall not occur if, within six months after City determines to terminate, the Contractor completes a transfer of its contract rights and obligations to an individual or entity acceptable to the City pursuant to this Agreement.

11.3 Notice, Hearing and Appeal of Contractor Breach.

Upon a default by Contractor, City may, at its discretion, provide Contractor with a written notice of intent to terminate this Agreement that includes the following:

1. A description of the evidence upon wh ich the decision to terminate is based

2. That Contractor has a right to a hearing prior to the City’s termination of the Agreement
This hearing is to be scheduled as an open pu blic hearing item at a regularly scheduled City Council meeting within thirty (30) days of the Termination Notice, subject to any legal requirements including but not limited to the Ralph M. Brown Act, Government Code Sections 54950-54963. At this hearing Contractor shall have the right to present evidence to demonstrate that it is not in default and to rebut any evidence presented in favor of termination. Based upon substantial evidence presented at this hearing, the Council may, by adopted resolution, act as follows:

1. Decide to terminate this Agreement; or,

2. Determine that Contractor is innocent of a default and, accordingly, dismiss the Termination Notice of any charges of default; or,

3. Impose conditions on a finding of de fault and a time for cure, such that Contractor’s fulfillment of said conditions will waive or cure any default.

In lieu of conducting an evidentiary hearing on the Termination Notice the City Council may, in its discretion, refer the matter to an independent hearing officer selected by the City Council to take evidence, make findings and provide a recommended decision to the City Council. The City Council may, in its discretion, based on the evidence, accept, reject or modify the findings and/or recommended decision of the hearing officer.

This right of termination is in addition to any other rights of City upon a failure of Contractor to perform its obligations under this Agreement.

City's right to terminate this Agreement and to take possession of Contractor's Facility are not exclusive, and City's termination of this Agreement shall not constitute an election of remedies.

Instead, they shall be in additi on to any and all other legal and equitable rights and remedies

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which City may have, including without limitati on the provision for Liquidated Damages in Section 11.4 below.

By virtue of the nature of this Agreement, th e urgency of timely continuous and high- quality service, the time required to effect alternative service, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled in injunctive relief.

11.4 Liquidated Damages
A. General . 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 certain specific obligations under this Agreement. The factors re lating 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 de privation of the benefits of the Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity wh ich are incapable of measurement in precise monetary terms; (iii) that the services that are the subject of 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 specific breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.

B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The parties further acknowledge that consistent, reliable Solid Waste Handling 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 entering this Agreement. 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 that if Contractor fails to achieve the performance standards or fails to submit required documents in a timely manner, City and its residents will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages which City will suffer. Therefore, without prejudice to City's right to treat such breaches as an event of default under this Article 11, the Parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages for such specific breaches, considering all of the circumstances existing on the date of th is Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or imprac tical. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made.

March 22, 2022 117 City of Gardena
Contractor City
Initial Here Initial Here
Contractor agrees to pay (as liquidated damages and not as a penalty) the amounts set forth below:

1. Collection Reliability
a) For each failure, which exceeds ten (10) such failures annually, to Collect Solid Waste from any established Customer ac count on the scheduled Collection day and not make up the Collection within the time allotted per Section 4.5.2:
$100.00 per occurrence

2. Collection Quality
a) For each occurrence or failure to properly return any Containers to avoid pedestrian or vehicular traffic impediments or to place Containers upright which exceeds ten (10) such occurrences annually: $100.00 per Container b) For each failure to clean up Solid Waste spilled from Solid Waste Containers by Contractor’s representatives within ninety (90) minutes that exceeds ten (10) such failures annually: $150.00 per occurrence
c) For each failure to clean up vehicle le aks or spills within the timeframe required by Section 4.5.3.D.6: $1000 per occurrence
d) For each failure follow the cleanup procedures included in Section 4.5.3.D.6:
$500 per square foot of affected area

3. Customer Responsiveness
a) For each failure to process Customer complaints as required by Article 5:
$150.00 per occurrence
b) For each failure to remove graffiti from Containers, or to replace with Containers bearing no graffiti, within two (2) business days of request from City or Customer:
$ 50.00 per day
c) For each failure to repair or replace a damaged or missing Container within two (2) business days of request from City or Customer: $ 50.00 per day d) For each failure to process a claim for damages within thirty (30) days from the date submitted to Contractor: $100.00

4. Diversion Efforts
For each calendar quarter in which Contrac tor fails to provide support to the City

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within thirty (30) days of quarter-end, do cumenting that it diverted 27% of the Solid Waste Contractor Collected under this Agreement:
$25 for each ton below tonnage level necessary to meet 27% Diversion goal

5. Timeliness of Submissions to City
a) Any report shall be considered late until such time as a correct and complete report is received by City. For each calendar day a report is late, the daily liquidated damage amount shall be:
i) Monthly Reports: $400 per day
ii) Annual Reports: $350 per day
b) For each failure to notify City in advanc e of a change in contract or service liaison to the City under this agreement: $1,000 per notice missed

6. Cooperation with Service Provider Transition
a) For each day routing information reques ted by City in accordance with Section

12.9 is received after City-established due dates, both for preparation of a request for proposals and for new service provider’s implementation of service:
$1,000/day
b) For each day delivery of keys, access codes, remote controls, or other means of access to Solid Waste Containers is delayed beyond one (1) day prior to new service provider servicing Customers with access issues, as described in Section

12.9: $1,000/day
c) For delay in not meeting the requiremen ts contained in Section 12.9 in a timely manner, in addition to the daily liquidated damages for breach under 6(a) and 6(b) above, liquidated damages of: $35,000

7. Public Education and Outreach
a) Failure to Perform Public Education and Outreach. For each failure to perform any individual education and outreach activity as required and, in the timeframe, specified by this Agreement.
1st violation - $50 per occurrence
2nd violation - $100 per occurrence
3rd and subsequent violations - $250 per occurrence

8. General Contract Adherence
For each day that Contractor fails to provide services required under the Agreement, or comply with terms of the Agreement, five (5) business days after receipt of written notification from City that such services are not being provided or terms are not being met: $300.00/day

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9. SB 1383 Requirements
a) Use of Unauthorized Facilities. For each individual occurrence of delivering Discarded Materials to a Facility other th an an Approved Facility(ies) for each Discarded Material type under this Agreement.
1st violation - $50 per ton per offense
2nd violation - $100 per ton per offense
3rd and subsequent violations - $250 per ton per offense b) Failure of Approved Facility(ies) to M eet Limits on Incomp atible Materials (if Applicable). For each Ton of Source Se parated Recyclable Materials or Source Separated Organic Waste received at the Facility(ies) in a quarterly reporting period when Source Separated Organic Waste recovered after Processing exceeds Incompatible Material thresholds defined in Exhibit 6 Section 6.2.E.2 and 6.2.F.4 if limits on Source Separated Organic Waste in materials sent to Disposal apply.

Liquidated damages are assessed in th e quarterly reporting period when the failure occurred.
1st violation - $50 per ton per offense
2nd violation - $100 per ton per offense
3rd and subsequent violations - $250 per ton per offense c) Failure of Approved Facility(ies) to Meet Limits on Source Separated Organic Waste in Materials Sent to Disposal. For each Ton of Source Separate Recyclable Materials or Source Separated Organic Wa ste received at the Facility(ies) in a quarterly reporting period when Source Separated Organic Waste in the materials sent to Disposal exceeds the thresholds defined in Exhibit 6 Section 6.2.F.2 if limits on Source Separated Organic Waste in materials sent to Disposal apply.

Liquidated damages are assessed in th e quarterly reporting period when the failure occurred.
1st violation - $50 per ton per offense
2nd violation - $100 per ton per offense
3rd and subsequent violations - $250 per ton per offense d) Failure to Perform Contamination Monito ring Requirements. For each failure to conduct contamination monitoring in accordance with Section 5.5 of this Agreement. [Amend depending on selected method.]
1st violation - $50 per route per occu rrence or per waste evaluation per occurrence
2nd violation - $100 per hauler route per occurrence or per waste evaluation per occurrence

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3rd and subsequent violations - $250 per route per occurrence or per waste evaluation per occurrence
e) Failure to Comply with Container Colors Requirements as Required by SB 1383.

For each occurrence of Contractor’s failu re to comply with Container color requirements pursuant to Section 4.5.4.1 of this Agreement. 1st violation - $50 per container occurrence
2nd violation - $100 per container occurrence
3rd and subsequent violations - $250 per container occurrence f) Failure to Conduct Compliance Tasks. For each failure to conduct any compliance review, Discarded Materials evaluations pursuant to Section 6.6 of Exhibit 6, and/or other inspection required by this Agreement.
1st violation - $50 per occurrence
2nd violation - $100 per occurrence
3rd and subsequent violations - $250 per occurrence
g) Failure to Issue Contamination Notices. For each failure of Contractor Collection personnel to issue contamination notices and contaminating Processing fee notices and maintain documentation of issuance as required by Section 5.5 of this Agreement.
1st violation - $50 per route per day
2nd violation - $100 per route per day
3rd and subsequent violations - $250 per route per day
h) Failure to Conduct Follow-Up Inspection s. For each failure to conduct a follow-up inspection as required by Section 5.6 of this Agreement. 1st violation - $50 per occurrence
2nd violation - $100 per occurrence
3rd and subsequent violations - $250 per occurrence
City may determine the occurrence of events gi ving rise to liquidated damages through the observation of its own employees or representative or investigation of Customer complaints.

Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so.

The notice will include a brief description of the incident(s)/non-performance. Contractor may review (and make copies at its own expense) a ll information in the possession of City relating to incident(s)/non-performance. Contractor may, within ten (10) days after receiving the notice, request a meeting with City. Contractor may present evidence in writing and through testimony

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of its employees and others relevant to the in cident(s)/non-performance. City will provide Contractor with a written explanation of its determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages. The decision of City shall be final.

C. Amount . City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor is determined to be liable in accordance with this Agreement.

D. Timing of Payment . Contractor shall pay any liq uidated damages assessed by City within ten (10) days after they are assessed. If they are not paid within the ten (10) day period, City may proceed against the performance bond required by the Agreement or find Contractor in default and terminate this Agreement pursuant to Section 11.1, or both.

11.5 Excuse from Performance
The parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of floods, earthquakes, other natural disasters, war, civil insurrection, riots, acts of any go vernment (including judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the party claiming excuse from performance hereunder.

Labor unrest, including, but not limited to, st rike, work stoppage or slowdown, sick-out, picketing, or other concerted job action conduc ted by Contractor's employees or directed at Contractor is excused from performance only to the extent that the following requirements are met:
• Contractor provides a contingency plan to the City prior to the execution of this Agreement demonstrating how services wi ll be provided during the period of labor unrest. The contingency plan is subject to City approval and Contractor shall amend the plan until it meets City requirements, including reasonably demonstrating how City’s basic Collection and sanitary needs will be met to the City’s satisfaction.
• Contractor shall meet all requirements of this plan or City may revoke this excuse from performance offered under this Agreement and may choose to use enforcement provisions under this Agre ement, including Sections 11.1, 11.2 and

11.3, in which case Contractor is not ex cused from performance and Contractor shall be obligated to continue to prov ide service notwithstanding the occurrence of any or all of such events.

The party claiming excuse from performance shall, within two (2) business days after such party has notice of such cause, give the other party notice of the facts constituting such cause and asserting its claim to excuse under this section.

The interruption or discontinuance of Contractor's services caused by one or more of the events excused shall not constitute a default by Cont ractor under this Agreement. Notwithstanding

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the foregoing, however, if Contractor is excused from performing its full obligations under this Agreement for any of the causes listed in this section for a period of forty five (45) days or more, City shall nevertheless have the right, in its so le discretion, to terminate this Agreement by giving ten (10) days' notice, in which case th e provisions relative to taking possession of Contractor's land, equipment and other property and engaging Contractor's personnel in Article 10 and this Article 11 will apply.

11.6 Notice, Hearing and Appeal of City Breach
Should Contractor contend th at City is in breach of this Agreem ent, it shall file with the City Manager a written request with City for an administrative hearing. Said request shall be made within ninety (90) days of the event or incident which allegedly gave rise to the breach. City shall notify Contractor of the time and date said hearing shall be held within thirty (30) days of receipt of Contractor's request. Contractor shall present its position and all relevant facts after City staff has made its presentation. Contractor shall be notified of City's ruling in writing within fourteen (14) days of the administrative hearing.

If Contractor is not in agreement with the ruling issued by City at the administrative hearing, it shall have the right to appeal this ruling to the City Council. This appeal shall be made in writing to City no later than fourteen (14) days after receipt of the administrative hearing ruling. City shall notify Contractor of the time and date the City Council will review Contractor's allegation.

Contractor shall present its position and all releva nt facts after staff has made its presentation.

Contractor shall be notified in writing within th irty (30) days of the City Council's ruling.

Contractor understands and agrees that if it fails to timely and properly exhaust the administrative remedies set forth in this Section, it has no right of action or other claim against the City for breach of this Agreement or otherwise.

11.7 Assurance of Performance
City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as City may require. If Cont ractor fails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by City, such failure or refusal shall be an event of default.

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ARTICLE 12:

OTHER AGREEMENTS OF THE PARTIES

12.1 Relationship of Parties
The parties intend that Contractor shall perform th e services required by this Agreement as an independent Contractor engaged by City and not as an officer or employee of City nor as a partner of or joint venture with City. No employee or agent or Contractor shall be or shall be deemed to be an employee or agent of City. Except as expressly provided herein, Contractor shall have the exclusive control over the ma nner and means of conduc ting the Solid Waste Collection services performed under this Agreement, and all Persons performing such services.

Contractor shall be solely responsible for the acts and omissions of its officers, employees, Companies, Subcontractors and agents. Ne ither Contractor nor its officers, employees, Companies, Subcontractors and agents shall obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits whic h accrue to City employees by virtue of their employment with City.

12.2 Compliance with Law
In providing the services required under this Agreement, Contractor shall at all times, at its sole cost, comply with all Applicable Laws.

12.3 Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

12.4 Jurisdiction
Except for those matters where Federal Courts have exclusive jurisdiction, any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits.

With respect to venue, the parties agree that th is Agreement is made in and will be performed in Los Angeles County.

12.5 Assignment
Except as may be provided for in Article 10 (City's Right to Perform Service), neither party shall assign its rights, nor delegate, subcontract or otherwise transfer its obligations under this Agreement to any other Person without the prior written consent of the other party. Any such assignment made without the consent of the other party shall be void and the attempted assignment shall constitute a material breach of this Agreement.

For purposes of this section when used in refe rence to Contractor, "assignment" shall include, but not be limited to (i) a sale, exchange or othe r transfer of substantially all of Contractor's

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assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may result in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-capita lization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which results in a change of ownership or control of Contrac tor; (iv) any assignment by operation of law, including insolvency or bankruptcy, making assi gnment for the benefit of creditors, writ of attachment for an execution being levied agains t this Agreement, appointment of a receiver taking possession of Contractor's property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contempora- neous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor.

Contractor acknowledges that this Agreement in volved rendering a vital service to City's residents and businesses, and that City has selected Contractor to perform the services specified herein based on (1) Contractor's experience, skill and reputation for conducting its Solid Waste management operations in a safe, effective and responsible fashion, at all times in keeping with applicable Environmental Laws, regulations and best Solid Waste management practices, and (2) Contractor's financial resources to mainta in the required equipment and to support its indemnity obligations to City under this Agreemen t. City has relied on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Agreement.

If Contractor requests City's consideration of an d consent to an assignment, City may deny or approve such request in its complete discretion. No request by Contractor for consent to an assignment need be considered by City unle ss and until Contractor has met the following requirements:
a) Contractor shall undertake to pay City its reasonable expenses for attorney's fees and investigation costs necessary to inve stigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment;
b) Contractor shall pay the City a transfer f ee equal to 1% of the gross revenues times the number of years (pro-rated for partial years) remaining under this Agreement (based on actual rate revenues for the prior 12-months); c) Contractor shall furnish City with audite d financial statements of the proposed assignee's operations for the immediately preceding three (3) operating years; d) A proforma financial statement (inc ome statement and balance sheet) for the proposed assignee with the projected resu lts of operations assuming that the assignment is completed. Such proforma financial statement shall reflect any debt

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to be incurred by the assignee as part of the acquisition of Contractor’s operations; and,
e) Contractor shall furnish City with satisfac tory proof: (i) that the proposed assignee has at least ten (10) years of Solid Waste management experience on a scale equal to or exceeding the sale of operatio ns conducted by Contractor under this Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any significant citations or other censure from any federal, State or local agency having jurisdiction over its Solid Waste management operations due to any significant failure to comply with State, federal or local Environmental Laws and that the assignee has provided City with a complete list of such citations and censures; (iii) that the proposed assignee has at all times conducted its operations in an environmentally safe and conscien tious fashion; (iv) that the proposed assignee conducts its Solid Waste management practices in accordance with sound Solid Waste management practices in full compliance with all federal, State and local laws regulating the Collection and Disposal of Solid Waste including Hazardous Substance; and, (v) of any other information required by City to ensure the proposed assignee can fulfill the Terms of this Agreement in a timely, safe and effective manner.

Under no circumstances shall City be obliged to consider any proposed assignment by City if Contractor is in de fault at any time during the period of consideration.

12.6 Affiliated Companies
Contractor's accounting records shall be main tained on a basis showing the results of Contractor's operations under this Agreement separately from operations in other locations, as if Contractor were an independent entity providing service only to City. The costs and revenues associated with providing service to City shall not be combined, consolidated or in any other way incorporated with those of other operations conducted by Contractor in other locations, or with those of an Affiliate.

If Contractor enters into any financial transactions with a Related Party Entity for the provision of labor, equipment, supplies, services, capital, etc., related to the furnishing of service under this Agreement, that relationship shall be di sclosed to City, and in the financial reports submitted to City. In such event, City's rights to inspect records, and obtain financial data shall extend to such Related Party Entity or entities.

12.7 Contracting or Subcontracting
This Agreement, or any portion thereof, shall not be subcontracted except with the prior written consent of the City, which consent shall not be unreasonably withheld. No such consent shall be construed as making the City a party to such subc ontract or subject the City to liability of any

March 22, 2022 126 City of Gardena
kind to any subcontractor. Contractor shall submit all subcontracts for review and approval by the City and any permitted subcontract shall term inate on or before the termination of this Agreement. All subcontractors shall be licensed as required under State, Federal and local laws and regulations to perform their subcontracted work and obtain and maintain a City business license if required. Contractor shall remain otherwise liable for the full and complete performance of its obligations hereunder.

12.8 Binding on Assigns
The provisions of this Agreement shall inure to the benefit to and be bi nding on the permitted assigns (if any) of the parties.

12.9 Transition to Next Contractor
Prior to, and at, the end of the Term or in the event this Agreement is terminated for cause prior to the end of the Term, Contractor shall coope rate fully with City and any subsequent Solid Waste enterprise it designates to assure a smoot h transition of Solid Waste Handling Services.

Contractor's cooperation shall include, but not be limited to, providing both the City and subsequent Solid Waste enterprise with route lis ts, Billing information, lists of gate or other access codes and information needed for entry to service areas, Container placement areas by address, levels of service including any special needs or services required by each location, and other operating records needed to service a ll Premises covered by this Agreement. In recognition of the difficulty inherent in Customer ’s difficulty or inability to store two sets of Containers, Contractor shall remove its Containers in coordination with the distribution of Containers by the incoming service provider. Contractor shall coope rate with the City and incoming service provider in agreeing to the timing of Container removal; if parties cannot agree on a phase-out schedule and Contractor does not remove Containers in a timely manner that requires Customers to store two Containers, City, incoming service provider, or another entity may remove Contractor’s Containers and seek cost reimbursement from Contractor through its performance bond, letter of credit or other means. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant.

Contractor shall provide a new service provider with all keys, security codes and remote controls used to access garages and Bin encl osures. Contractor shall be responsible for coordinating transfer immediately after Contractor’s final pickups, so as not to disrupt service.

Contractor shall provide City with detailed route sheets containing service names and addresses, Billing names and addresses, monthly rate and service levels (quantity, material type, and size of Containers and pickup days) at least 90 days prior to the transition date and provide an updated list two weeks before the transition and a final list of changes the day before the transition. Contractor shall provide means of access to the new service provider at least one full calendar day (excluding Saturday, Sunday and holidays listed in Section 4.5.1) prior to the first day of Collection by another party, and always within sufficient time so as not to impede in any way the new service provider from easily servicing all Containers.

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12.10 Parties in Interest
Nothing in this Agreement, whether express or implied, is intended to confer any rights on any Persons other than the parties to it and their representatives, successors and permitted assigns.

12.11 Waiver
The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision. The subsequent acceptance by either party of any moneys which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement.

12.12 Contractor's Investigation
Contractor has made an independent investigatio n (satisfactory to it) of the conditions and circumstances surrounding the Agreement and the work to be performed by it.

12.13 Condemnation
City fully reserves the rights to acquire Contractor's property utilized in the performance of this Agreement, by purchase or through the exercise of the right of eminent domain. This provision is additive, and not intended to alter the rights of the parties set forth in Article 10.

12.14 Notice
All notices, demands, requests, proposals, approvals, consents an d other communications which this Agreement requires, authorizes or cont emplates shall be in writing and shall either be personally delivered to a representative of the parties at the address below or be deposited in the United States mail, first class postage prepaid, addressed as follows:

If to City: City Manager (or designated representative) City of Gardena
1700 West 162nd Street
Gardena, CA 90247
If to Contractor: Mark Tavoukjian, General Manager
PO Box 2410
Gardena, CA 90247

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The address to which communications may be delivered may be changed from time to time by a written notice given in accordance with this section.

Notice shall be deemed given on the day it is personally delivered or, if mailed, three days from the date it is deposited in the mail.

12.15 Representatives of the Parties
References in this Agreement to the "City" shall mean the City Council and all actions to be taken by City shall be taken by the City Council exce pt as provided below. The City Council may delegate, in writing, authority to the City Ma nager, and/or to other City employees and may permit such employees, in turn, to delegate in writing some or all of such authority to subordinate employees. Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them.

Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the representative of Contractor in all matters related to the Agreement and shall inform City in writing of such designation and of any lim itations upon his or her authority to bind Contractor. City may rely upon action taken by such designated representative as actions of Contractor unless they are outside the scope of the authority delegated to him/her by Contractor as communicated to City.

12.16 City Free to Negotiate with Third Parties
City may investigate all options for the Collectio n, transporting, Recycling, Processing and Disposal of Solid Waste for periods commencing after the expiration of the initial Term. Without limiting the generality of the foregoing, City may solicit proposals from Contractor and from third parties for the provision of Collection se rvices, Disposal services, Source Separated Recycling services, Source Separated Organi c Waste services and Processing, and any combination thereof, and may negotiate and exec ute agreements for such services which will take effect upon the expiration or earlier termination under Section 11.1 of this Agreement.

12.17 Compliance with Municipal Code
Contractor shall comply with those provisions of the municipal code of City which are applicable, and with any and all amendments to su ch applicable provisions during the term of this Agreement.

12.18 Privacy
Contractor shall strictly observe and protect the rights of privacy of Customers. Information identifying individual Customers, or the composition or contents of a Customer's waste stream shall not be revealed to any Person, governme ntal unit, private agency, or contractor, unless upon the authority of a court of law, by statute, or upon valid authorization of the Customer.

This provision shall not be construed to preclu de Contractor from preparing, participating in,

March 22, 2022 129 City of Gardena
or assisting in the preparation of waste characterization studies or waste stream analyses which may be required by AB 939. This provision sha ll not apply to reports or records provided to City pursuant to this Agreement so long as Ci ty maintains reports or records with Customer identification or confidential information in acco rdance with this section, in which case this section shall apply to City in the same manner to which it applies to Contractor.

12.19 Cooperation Following Termination
At the end of the Term or in the event this Agreement is terminated prior to the end of the Term, Contractor shall cooperate fully with City and an y subsequent Contractor to assure a smooth transition of Solid Waste management services. Contractor's cooperation shall include, but not be limited to, providing both the City and subsequent Solid Waste enterprise route lists, Billing information, lists of gate or other access codes and information needed for entry to service areas, Container placement areas by address, levels of service including any special needs or services required by each location, and other operating records needed to service all Premises covered by this Agreement. In recognition of the difficulty inherent in Customer’s difficulty or inability to store two sets of Containers, Contractor shall remove its Containers in coordination with the distribution of Containers by the incoming service provider. Contractor shall cooperate with the City and incoming service provider in agreeing to the timing of Container removal; if parties cannot agree on a phase-out schedule and Contrac tor does not remove Containers in a timely manner that requires Customers to store two Co ntainers, City, incoming service provider, or another entity may remove Contractor’s Contai ners and seek cost reimbursement from Contractor through its performance bond, letter of credit, or other means. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant.

Contractor to provide documentation of any Cu stomer declining request to provide keys, security codes, and/or remote controls used to access garages and Bin enclosures.

12.20 Compliance with Immigration Laws.

Contractor shall be knowledgeable of and comply with all local, State and federal laws which may apply to the performance of this Agreement. Contractor warrants and represents that all of its employees, including any and all prospective employees hired to perform services for the City under this Agreement and the employees of any subcontractor retained by the Contractor to perform a portion of the services under this Agreement, are and will be authorized to perform the services contemplated by this Agreement in full compliance with all applicable State and federal laws, rules and regulations, including, but not limited to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Ti tle 8 of the United States Code), and the Immigration Nationality and th e Immigration Reform and Co ntrol Act of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Contractor agrees to verify the legal status of all of its employees and provide documentation of such verification whenever

March 22, 2022 130 City of Gardena
requested by the City. If Contractor discovers that any employee it has retained is not in compliance with Immigration Laws, Contractor agrees to terminate such employee.

12.21 Guarantee of Contractor's Performance
Pursuant to a guarantee in substantially the form attached as Exhibit 3, Waste Resources Technologies, Inc., a corporatio n which owns all of the issued and outstanding common stock of Contractor, has agreed to guarantee Contracto r's performance of this Agreement. The Guarantee is being provided concurrently with Contractor's execution of this Agreement.

March 22, 2022 131 City of Gardena
ARTICLE 13:

MISCELLANEOUS AGREEMENTS

13.1 Entire Agreement
This Agreement, including the Exhibits, repres ents the full and entire Agreement between the parties with respect to the matters covered herein . No verbal agreement or conversation with any office, agent, or employee of the City, either before, during, or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Contractor to any additional payment whatsoever under the terms of this contract.

13.2 Section Headings
The article headings and section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions.

13.3 References to Laws and Other Agreements
All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unle ss otherwise specifically provided. This Agreement supersedes any and all agreements heretofore entered into by the parties and City.

13.4 Interpretation
This Agreement, including the Exhibits attached hereto, shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting.

13.5 Agreement
This Agreement may not be modified or amended in any respect except by a writing signed by the parties.

13.6 Severability
If any non-material provision of this Agreemen t is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement which shall be enforced as if such invalid or unenforceable provision had not been contained herein.

13.7 Exhibits
Each of the Exhibits identified as Exhibit "1" through "9" is attached hereto and incorporated herein and made a part hereof by this reference.

March 22, 2022 132 City of Gardena

13.8 Non-Waiver Provision
Failure of either party to exerci se any of the remedies set forth herein within the time periods provided for shall not constitute a waiver of any ri ghts of that party with regard to that failure to perform or subsequent failures to performing whether determined to be a breach, excused performance or unexcused defaults by the other party.

13.9 Attorneys’ Fees
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. A ll such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

March 22, 2022 133 City of Gardena
IN WITNESS WHEREOF, City and Contractor ha ve executed this Agreement as of the day and year first above written.

CITY OF GARDENA (CITY)

TASHA CERDA, MAYOR

APPROVED AS TO FORM:

CARMEN VASQUEZ, CITY ATTORNEY

ATTEST:
_________________________________

MINA SEMENZA, CITY CLERK

WASTE RESOURCES OF GARDENA , INC
("CONTRACTOR")

By:

Name:

Title:

By:

Name:

Title:

March 22, 2022 1 - 1 City of Gardena
EXHIBIT 1

INITIAL MAXIMUM RATES
Following are the rates for July 1, 2022 through June 30, 2023

Rates Effective July 1, 2022

SERVICE RATES
RESIDENTIAL SERVICE 1
COMMERCIAL SERVICE 2
Single Family Units¹ $23.51 Per Unit Per month
Multi Family Units¹
2 Units $47.02 Per Unit Per Month
3 Units $70.53 Per Unit Per Month
4 Units $94.04 Per Unit Per Month
Extra Trash Cart¹ $7.85 Per Unit Per Month
Bulky Items¹ $15.70
Size 1x Week
1 - 64 gallon $78.42
# of Carts 1x Week 2x Week 3x Week
1 64-gallon cart $70.52 $141.16 $211.71
2 64-gallon carts $134.08 $268.18 $402.30
3 64-gallon cart2 $194.12 $388.29 $582.41
2 cy bin $238.47
64-gallon green waste cart $39.21
Recycling/Organics Contamination Fee is 10% of monthly rate per occurrence Size 1x Week 2x Week 3x Week 4x Week 5x Week 6x Week
64-gallon $78.42
1 cy $130.76 $261.60 $392.42 $523.24 $654.04 $784.88
2 cy $165.18 $330.39 $495.82 $660.82 $825.91 $991.26
3 cy $188.09 $376.23 $564.36 $752.52 $940.65 $1,128.81
4 cy $224.11 $448.24 $672.37 $896.50 $1,120.63 $1,344.77 6 cy $301.26 $602.55 $903.84 $1,202.14 $1,502.70 $1,803.27 Extra Pickup $71.75
Scout Serv ice $61.46 $122.92 $184.38 $245.85 $307.31 $368.77 Push Out Serv ice Ov er 15 Ft (per foot per month) $3.67 Locking Bin Service - Per Bin $40.98 $40.98 $40.98 $40.98 $40.98 $40.98 Note: Compactors are billed at 2x the trash rate
Size O pen Top
10 - 30 cy $348.71 Per Load
35-40 cy $369.17 Per Load
Size Com pactor
10 - 30 cy $369.17 Per Load
35-40 cy $430.76 Per Load
Weekend Service Surcharge $96.76 Additional per Service Disposal, WRR $71.70 Per Ton
Disposal, Other Destinations3
Per item after 4 free pick-ups/year or excess of 3cy per pick-u p Commercial Cart Rate²
Commercial AB1826 Organics Collection Rates²
Permanent Commercial Refuse Bins Rates (Recycling Containers are Provided at No Additional Char ge) ² Permanent Dro p Off/Roll Box Rates²
Plus Disposal & Demurrage
Plus Disposal & Demurrage
Permanent Dro p Off/Roll Box Rates²
Plus Disposal & Demurrage
Plus Disposal & Demurrage
Permanent Dro p Off/Roll Box Rates²
Pass‐Through

March 22, 2022 1 - 2 City of Gardena

INITIAL MAXIMUM RATES
Following are the rates for July 1, 2022 through June 30, 2023 Size
10 cy $605.14 Per Load
15-30 cy $717.99 Per Load
35-40 cy $779.55 Per Load
Delivery $140.09 Per Initial Delivery
Excess Tonnage $85.29 Per Ton, over 4 tons
Rent-A-Bin Service $263.33 Per Bin
Rent-A-Bin Additional $205.50 Per Bin
Additional Res idential Rates1
Multi-Family Premises - Additional Bulky Item 15.70$ Per item after 4 free pick-ups/year/unit or excess of 3 cy per pick-up Cart Replacement Due to Misuse 84.00 $ Each
Overage Charge 11.56 $ Per occurrence
Contamination Fee 11.56 $ Per occurrence
Sharps Kit 58.01 $ Per kit, after 1 free/quarter/account Valet Service 47.02 $ Per month, if no proof of need confirmed Additional Commercial Rates 2
Bulky Item Additional Pick-ups 105.76 $ Per pickup
Bin Steam Clean/Graffiti Removal 159.23 $ Each
Box Steam Clean/Graffiti Removal 572.52 $ Each
Bin Replacement 529.01 $ Per bin
Overage 57.97 $ Per occurrence, plus disposal fees (if any) Contamination Fee (10% of the monthly rate,
per occurrence) Per occurence
Bin Enclosure Cleaning 67.72 $ Per occurrence, 15 minutes Auto Tire Disposal 15.72 $ Per tire
Truck Tire Disposal 23.62 $ Per tire
Tires - Disposal 158.71 $ Per ton
Standby Time (after 10 minutes) - Commercial F 6.99$ Per minute Standby Time (after 10 minutes) - Roll-Off 5.23 $ Per minute Standby Time (after 10 minutes) - Scout 3.46 $ Per minute Roll-Off Demurrage 17.57 $ Per day, after 7 days
Roll-Off Dry Run 176.30 $ Per occurrence
Roll-Off Relocation 176.30 $ Per request
Street Permit(3) 129.00$ Per 7 days
Barricades 157.80 $ Per 7 days
Certified Deconstruction 189.40 $ Per load, includes certificate Emergency Response - Commercial 157.35 $ Per occurrence Emergency Response - Roll-Off 472.84 $ Per occurrence NSF Check 55.19 $ Per occurrence
Service Reinstatement 70.99 $ Per occurrence
Commercial Illegal Dumping 60.00 $ 1st item
Commercial Illegal Dumping 20.00 $ Each additional item Temporary Drop Off/Roll Off Rates² (Includes 4 tons disposal) Plus Delivery, Demurrage, & Excess Tonnage
Plus Delivery, Demurrage, & Excess Tonnage
(¹) Includes Franchise and AB 939/SB 1383 Regulatory Reimbursement (²) Plus Franchise and AB 939/SB 1383 Regulatory Reimbursement (
3 ) Pass-through charge, subject to change during the year Plus Delivery, Demurrage, & Excess Tonnage
Temporary Bins2
Mis cellaneous Rates ²

March 22, 2022 2 - 1 City of Gardena
EXHIBIT 2A

EXAMPLE RATE ADJUSTMENT FORMULA

Row Index
1 CPI, Garbage and Trash Collection (1)
Row Index
2 CPI, Garbage and Trash Collection (1)
3 CPI, Los Angeles‐Long Beach‐Anaheim (2)
4 Difference
Row Example Rate Categories
5 Residential Cart Service
6 Residential Extra Trash Cart Fee
7 Additional Bulky Item Fee ‐ Curbside
8 Mult‐Family ‐ 2 Units Per Unit Fee
9 Mult‐Family ‐ 2 Units Per Unit Fee
10 Mult‐Family ‐ 2 Units Per Unit Fee

15.70$

47.02$

70.53$

3.73$

24.44$

8.16$

16.32$

48.89$

73.33$

97.78$

0.93$

0.31$

0.62$

1.87$

2.80$

23.51$

3.97%
Step Three:  Apply percentage change to rates
H
New Index Value
Percent Change In
Index,
((Column B/
Column A) ‐1)
282.7                           299.1                            5.83% GJ
Adjusted Rate
(Column G + Column I)
Rate Increase or
Decrease
(Column G x Column H)
Current Customer
Rate Not Including
City Fees
Percentage Change in
Index (from Column C)
(1) Consumer Price Index Consumer Price Index (CUUR0000SEHG02) for All Urban Consumers, garbage and trash collection – U.S. ci ty average, not seasonally adjusted, as published by the United States Departme nt of Labor, Bureau of Labor Statistics.  Average annual change for the 12 months ending January prior to the Rate Year anniversary date compared to the 12 months ending January in the previous year. (3) Example rates listed. Adjustment applies to all rates.

94.05$

3.97%

3.97%
(2) Consumer Price Index (CUURS49ASA0LE) for All Urban Consumer sItems Less Energy (CPI‐U) for the Los Angeles‐Long Beach‐Anaheim, CA, All Urban Consumers, Not Seasonally Adjusted. Average annual change for the 12 months ending January prior to the Rate Year annive rsary date compared to the 12 months ending January in the previous year.

7.85$
Step One:  Calculate percentage change in indices
Percent Change In
Index,
((Column B/
Column A) ‐1)
BCA
Old Index Value New Index Value
512.7                           533.1                            3.97% Step Two:  Verify that percentage change in Row 1 Column C does not exceed an amount greater than 2% more than the percentage increase in CUURS49ASA0LE in Row 3
EF
I
512.7                           533.1
Old Index Value
‐1.86%
D

March 22, 2022 2 - 2 City of Gardena
EXHIBIT 2B

EXAMPLE CALCULATION FOR

AVERAGE ANNUAL CHANGE IN PUBLISHED INDICES
Consumer Price Index
The rate adjustment index is calculated using th e annual change in the Consumer Price Index for All Urban Consumers for Garbage and Tras h Collection (CUUR0000SEHG02) - U.S. City average published by the Bureau of Labor Statistics, measured for the 12 months ending January prior to the Contract Year anniversary date comp ared to the 12 months ending January in the previous year.

For example, if a rate adjustment based on this CPI index were to be implemented as of July 1, 2022, the index value for the 12 months ende d January 2022 of 533.078 would have been the “New Index Value” to be used in Column B of the example rate adjustment formula in Exhibit 2A, and the index value for the 12 months ended January 2021 of 512.722 would have been the “Old Index Value” in Column A. This would have resulted in a 3.97% increase to the rates as calculated in Column C of Exhibit 2A.

Series Id:

Series Title:

Area:

Item:

Base Period:

Years:

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2012 398.880 400.381 401.692 400.913 401.067 402.793 406.243 406.823 407.594 409.495 410.155 410.416 2013 411.126 411.805 412.305 413.675 414.511 414.802 416.505 417.760 418.357 419.687 421.427 422.237 2014 422.440 422.483 423.413 425.393 425.242 425.930 426.562 426.771 427.327 427.995 427.808 428.187 2015 427.734 429.248 429.235 429.807 431.234 430.813 431.229 432.967 433.843 434.829 436.428 436.996 2016 437.205 438.296 437.699 437.676 438.317 437.858 438.607 439.358 439.707 440.311 443.343 444.745 2017 446.266 447.699 446.987 447.129 447.272 448.046 448.328 448.717 449.008 452.196 453.820 453.596 2018 453.354 454.915 455.230 458.722 462.887 465.041 465.579 470.457 471.026 472.535 486.650 485.935 2019 475.687 477.474 478.569 479.449 480.865 480.984 482.138 483.987 484.346 486.133 486.485 486.708 2020 491.003 494.429 495.288 494.432 494.946 496.679 498.564 500.882 501.756 503.315 504.970 508.190 2021 512.722 517.270 518.505 518.579 516.440 517.202 521.185 524.408 529.934 530.114 529.053 532.538 2022 533.078
CUUR0000SEHG02
Not Seasonally Adjusted
Garbage and trash collection in U.S. city average, all
U.S. city average
Garbage and trash collection
DECEMBER 1983=100
2012 to 2022

Additionally, Section 6.4.1 restricts the amount of any annual increase to not exceed an amount greater than two percent (2.0%) more than the percentage increase in the Consumer Price Index- All Items Less Energy for the Los Angeles-Long Beach-Anaheim, CA, All Urban Consumers, Not Seasonally Adjusted (CUURS49ASA0LE) publis hed by the Bureau of Labor Statistics, for the corresponding one-year period used to measure the change in the Consumer Price Index for All Urban Consumers for Garbage and Trash Collection (CUUR0000SEHG02) - U.S. City average. For example, to verify that the chan ge in the Consumer Price Index for All Urban Consumers for Garbage and Trash Collection (CUUR0000SEHG02) - U.S. City average does not exceed the change in the Consumer Price Index-All Items Less Energy for the Los Angeles-Long

March 22, 2022 2 - 3 City of Gardena
Beach-Anaheim, CA, All Urban Consumers, No t Seasonally Adjusted (CUURS49ASA0LE), the index value for the 12 months ended January 2022 of 299.136 would have been the “New Index Value” to be used in Line 3 Column E of th e example rate adjustment formula in Exhibit 2A, and the index value for the 12 months ended January 2021 of 282.653 would have been the “Old Index Value” in Line 3 Column D. The difference between th e calculated change in the Consumer Price Index for All Urban Cons umers for Garbage and Trash Collection (CUUR0000SEHG02) - U.S. City average and th e Consumer Price Index-All Items Less Energy for the Los Angeles-Long Beach-Anaheim, CA, All Urban Consumers, Not Seasonally Adjusted (CUURS49ASA0LE) is calculated in Line 4 Column F of Exhibit 2A.

Series Id:

Series Title:

Area:

Item:

Base Period:

Years:

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2012 232.233 232.576 233.702 234.245 234.069 234.321 234.840 235.330 235.973 236.488 236.136 235.155 2013 236.600 236.585 237.005 236.890 236.912 236.890 236.499 237.405 237.723 238.753 237.984 237.833 2014 238.987 239.724 240.297 240.626 240.630 240.785 241.343 242.010 242.454 242.845 242.528 242.302 2015 242.822 243.487 244.373 244.636 244.912 245.324 245.738 246.085 246.813 247.878 248.417 248.104 2016 249.720 251.168 251.274 251.429 252.518 252.509 252.506 253.052 253.185 253.742 253.013 253.302 2017 255.488 256.658 257.164 257.596 258.090 258.085 259.220 259.705 260.370 261.559 261.468 261.896 2018 263.457 264.830 265.909 266.600 266.971 266.441 266.950 267.425 269.273 270.021 269.851 269.401 2019 271.869 271.996 273.189 274.505 274.798 275.518 275.897 276.331 277.256 278.028 278.051 277.171 2020 279.587 280.711 279.462 280.000 280.859 281.664 283.124 283.128 282.244 282.775 283.257 282.559 2021 282.653 282.868 283.317 286.335 287.403 288.809 290.195 290.490 291.365 293.463 294.979 296.222 2022 299.135
CUURS49ASA0LE
Not Seasonally Adjusted
All items less energy in Los Angeles-Long Beach-
Los Angeles-Long Beach-Anaheim, CA
All items less energy
1982-84=100
2012 to 2022

March 22, 2022 3 - 1 City of Gardena
EXHIBIT 3

CORPORATE GUARANTY
Guaranty
THIS GUARANTY (the “Guaranty) is given as of the ___ day of ___________, 2022.

THIS GUARANTY is made with reference to the following facts and circumstances:

A. ______________________, hereinafter (“Owner”) is a _______________________ organized under the laws of the State of ___________, which is wholly owned by _______________________. (Guarantor).

B. Owner and the City have negotiated an Agreement for Collection, Processing, and Disposal of Solid Waste dated as of __________ ____, (hereinafter “Agreement”). A copy of this Agreement is attached hereto.

C. It is a requirement of the Agreement, an d a condition to the City entering into the Agreement, that Guarantor guaranty Owner’s performance of the Agreement.

D. Guarantor is providing this Guaranty to induce the City to enter into the Agreement.

NOW, THEREFORE, in consideration of th e foregoing, Guarantor agrees as follows:

1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Owner of each and every term and co ndition of the Agreement which Owner is required to perform, satisfy or observe. In the event that Owner fails to perform, satisfy or observe any of the terms and conditions of the Agreem ent, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Owner or cause them to be performed, satisfied or observed. Guarantor hereby guarantees payment to the City of any damages, costs or expenses which might become recoverable by the City from Owner due to its breach of the Agreement.

2. Guarantor’s Obligations Are Absolute . The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with respect to any payment obligation of Ow ner under the Agreement, shall constitute a guarantee of payment and not of collect ion, and are not conditional upon the genuineness, validity, regularity or enforc eability of the Agreement. In any action brought against the Guarantor to enforce, or for damages for breach of, its obligations hereunder, the Guarantor shall be entitled to all defenses, if any, that would be available to the Owner in an action to enforce, or for damages for breach of, the Agreement (other than discharge of, or stay of proceedings to enforce, obligations under the Agreement

March 22, 2022 3 - 2 City of Gardena
under bankruptcy law).

3. Waivers . Except as provided herein the Guarantor shall have no right to terminate this Guaranty or to be released, relieved, ex onerated or discharged from its obligations under it for any reason whatsoever, includin g, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Owner; (2) the actual or purported rejection by a trustee in bankruptcy of the Agreement, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (3) any waiver with respect to any of th e obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of the City’s rights or remedies against the Owner; or (4) any merger or consolidation of the Owner with any other corporation, or any sale, lease or transfer of any or all th e assets of the Owner. Without limiting the generality of the foregoing, Guarantor hereby waives the rights and benefits under California Civil Code Section 2819.

The Guarantor hereby waives any and all be nefits and defenses under California Civil Code Section 2846, 2849, and 2850, including withou t limitation, the right to require the City to (a) proceed against Owner, (b) proc eed against or exhaust any security or collateral the City may hold now or hereafte r hold, or (c) pursue any other right or remedy for Guarantor’s benefit, and agrees that the City may proceed against Guarantor for the obligations guaranteed herein without taking any action against Owner or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the City may hold now or hereafter hold. City may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Owner or any other guarantor or pledgor without impairing the City’s rights and remedies in enforcing this Guaranty.

The Guarantor hereby waives and agrees to waive at any future time at the request of the City to the extent now or then permitted by Applicable Law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice the Guarantor, performance or compliance herewith is waiv ed; (b) any other of any provision of its Agreement indemnification with respect to Owner’s obligations under the Agreement or any security therefore is released or exchange d in whole or in part or otherwise dealt with; or (c) any assignment of the Agreement is effected which does not require the City’s approval.

The Guarantor hereby expressly waives dili gence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non-payment or non-performance, notices of pr otest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portio n of the obligations

March 22, 2022 3 - 3 City of Gardena
guaranteed hereunder are paid or performe d, Guarantor’s obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Owner prior to such avoidance or recovery, and (b) payment in full of any obligations then outstanding.

4. Term . This Guaranty is not limited to any period of time but shall continue in full force and effect until all of the terms and co nditions of the Agreem ent have been fully performed or otherwise discharged and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by the City of any performance bond or other collateral to assure the performance of Owner’s obligations under the Agreement.

Guarantor shall not be released of its obligations hereunder so long as there is any claim by the City against Owner arising out of the Agreement based on Owner’s failure to perform which has not been settled or discharged.

5. No Waivers . No delay on the part of the City in exercising any rights under this Guaranty or failure to exercise such rights sha ll operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of the City to take other or further action without notice or demand. No modification or waiver of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it is given.

6. Attorney’s Fees . In addition to the amount s guaranteed under this Guaranty, Guarantor agrees in the event of Guaranty’s brea ch of its obligations to pay reasonable attorney’s fees and all other reasonable costs and expenses in curred by the City in enforcing this Guaranty, or in an y action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder.

7. Governing Law: Jurisdiction . This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws, rules for all purposes including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by the City to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to personal jurisdiction ov er it by such courts. Guarantor appoints the following Person as its agents for service of process in California:

March 22, 2022 3 - 4 City of Gardena
With a copy by certified mail to:

8. Severability . If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity will have not have an effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect.

9. Binding On Successors . This Guaranty shall inure to the benefit of the City and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its asse ts and its shareholder(s) in the event of its dissolution or insolvency.

10. Authority . Guarantor represents and warrants that it has the corporate power and authority to give this Guaranty, that its exec ution of this Guaranty has been authorized by all necessary action under its Article of Incorporation and By-Laws, and that the Person signing this Guaranty on its behalf has the authority to do so.

11. Notices . Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows:

To the City: City Manager (or designated representative) City of Gardena
1700 West 162 nd Street
Gardena, CA 90247
with a copy to the City Counsel at the same address.

To the Guarantor:

By: ______________________
(title)

March 20, 2022 4 - 1 City of Gardena

EXHIBIT 4

CONTRACTOR'S FAITHFUL PERFORMANCE BOND
LET THE FOLLOWING BE KNOWN:

That , a California , as PRINCIPAL, and
, a Corporation organized and doing business by virtue of the laws of the State of California, and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertak ings required or authorized by the laws of the State of California, as SURETY, are held and firmly bound to City, hereinafter called OBLIGEE, in the penal sum of six hundred thousand dollars ($600,000) lawful money of the United States, for the payment of which, well and truly to be made, we and each of us hereby bind ourselves, and our and each of our heir s, executors, administ rators, successors, and assigns, jointly and severally, firmly by these presents.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT:

WHEREAS, the above bounden PRINCIPAL has entered into a contract, entitled AMENDED

AND RESTATED AGREEMENT BETWEEN CITY OF GARDENA AND WASTE RESOURCE OF GARDENA, FOR INTEGRATEDSOLID WAST E MANAGEMENT SERVICES with City, to do and perform the following work, to wit: Collect, Process and Dispose of Solid Waste generated within City, in accordance with the contract.

NOW, THEREFORE, if the above bounden PRINCI PAL shall well and truly perform, or cause to be performed each and all of the requirem ents and obligations of said contract to be performed by said PRINCIPAL, as in said contract set forth, then this BOND shall be null and void; otherwise, it will remain in full force and effect.

And the said Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this BOND, and it does hereby waive noti ce of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications.

In the event suit is brought by OBLIGEE to en force the provisions of this bond, said Surety will pay to OBLIGEE a reasonable attorney’s fee, plus costs of suit, in an amount to be fixed by the court.

March 20, 2022 4 - 2 City of Gardena

IN WITNESS WHEREOF, said PRINCIPAL and sa id SURETY have caused these presents to be duly signed and sealed this DAY OF , 20__.

a California Corporation SURETY

B y : B y :
(PRINCIPAL) (ATTORNEY IN FACT)
( S E A L ) ( S E A L )

March 22, 2022 5 - 1 City of Gardena

EXHIBIT 5

NOTARY CERTIFICATION

STATE OF CALIFORNIA)
COUNTY OF ) ss:

On , , before me, the undersigne d, a Notary Public in and for the State of California, personally appeared
, k n o w n t o m e t o b e t h e
of Contractor that executed the within instrument on
behalf of the Contractor therein named, and acknowledged to me that such Contractor executed the same.

IN WITNESS WHEREOF, I have hereunto set my ha nd and affixed my official seal in the County of this day of , .

Notary Public
My Commission Expires:

March 22, 2022 6-1 City of Gardena
EXHIBIT 6

PROCESSING, TRANSFER, AND DISPOSAL SERVICES

AND FACILITY STANDARDS
Contractor has selected and arranged for Disc arded Materials to be Transported to Approved Facilities for Transfer, Source Se parated Recyclable Materials Processing, Source Separated Organic Waste Processing, Organic Waste Processing, C&D Processing, and Disposal. The Approved Facilities shall co mply with the standards specified in this Exhibit. Pursuant to Section 4.5.14 of the Agr eement, if the Contractor does not own or operate one or more of the Approved Facilities, Contractor shall enter into a subcontract agreement with the owner or Facility operator of such Approved Facility(ies) and the requirements of Section 4.5.14 of the Agreemen t and this Exhibit shall pertain to the Subcontractor(s).

Note that Contractor, by definition in Arti cle 1 of the Agreement, includes Affiliates, DBAs, and Subcontractors. As a result, requ irements of Section 4.5.14 of the Agreement and this Exhibit shall pertain to Affiliate(s) and Subcontractors providing Facility-related services.

6.1 General Requirements
A. Overview. Contractor agrees to Transport and deliver Discarded Materials it Collects in the City to an appropriat e Approved Facility(ies) for Transfer, Processing, or Disposal, as applicable fo r each type of Discarded Material. As of the commencement date of this Agreemen t, the Approved Fa cilities, which were selected by Contractor and reviewed and a pproved by the City, are listed in the table on the following page and in the definitions in Article 1 of this Agreement.

Contractor will perform all Transfer, Processing, and Disposal services at Approved Facilities in accordance with Applicable Law, standard industry practice, and specifications and other requirements of this Agreement.

March 22, 2022 6 - 2 City of Gardena
Approved Facilities
Material Type
Approved
Transfer Facility
(if applicable)
Approved Facility
(Processing or Disposal Facility)
Description of Processing
Methodology
(Material recovery
facility, composting
facility, anaerobic
digestion, etc.)
Source Separated
Recyclable Materials

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248

Materials Recovery
Facility
Green Waste

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248
GreenWise Soil Technologies
19-AA-1064
Universal Waste Systems
10120 Miller Way
South Gate 90280

Composting
Food Waste

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248

Aerobic Processing

March 22, 2022 6 - 3 City of Gardena

Material Type
Approved
Transfer Facility
(if applicable)
Approved Facility
(Processing or Disposal Facility)
Description of Processing
Methodology
(Material recovery
facility, composting
facility, anaerobic
digestion, etc.)
Food Waste Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248
Joint Water Pollution Control Plant
Sanitation Districts of LA County
24501 S. Figueroa St.

Carson 90745
Anaerobic Digestion
Source Separated
Organic Waste

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248
Joint Water Pollution Control Plant
Sanitation Districts of LA County
24501 S. Figueroa St.

Carson 90745
Anaerobic Digestion
Source Separated
Organic Waste

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248

Aerobic Processing
Gray/Black
Container Waste

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248

Chiquita Canyon Landfill
19-AA-0052
Waste Connections, Inc.
29201 Henry Mayo Dr.

Castaic 91384

Landfill

March 22, 2022 6 - 4 City of Gardena

Waste Resources Recovery
19-AA-0857
Waste Resources Recovery, Inc.
357 W. Compton Blvd.

Gardena 90248

Southeast Resource Recovery Facility
19-AK-0083
City of Long Beach
118 Pier St.

Long Beach 90802

Waste to Energy
C&D California Waste Services
19-AR-1225
California Waste Services, Inc.
621 W. 162
nd St.

Gardena 90247

C&D Materials Recovery
Facility

March 22, 2022 6 - 5 City of Gardena
B. Facility Capacity Guarantee. Contractor shall guarantee sufficient capacity over the Term of this Agreement to Transfer (if app licable), Transport, and Process all Source Separated Recyclable Materials, Source Separated Organic Waste, and C&D Collected under this Agreement and to Transfer (if applicable), Transport, and Dispose all Gray/Black Container Waste Collected under this Agreement. Contractor shall cause the Approved Facility(ies) to Recycle or Proces s the Discarded Materials as appropriate; market the Source Separated Recyclable Materials, Source Separated Organic Waste, and C&D recovered from such operations; and Di spose of residue. Contractor shall provide the City, upon request, with documentatio n demonstrating the availability of such Transfer (if applicable), Transport, Processing, and Disposal capacity as described below.

1. City may request that Contractor report aggregate Facility capacity committed to other entities through Contractor’s contracts. City, or its agent, will have the right to seek verification of Contractor’s reported aggregate capacity through inspection of pertinent sections of Contractor’s contracts with such entities to determine the duration of Contractor’s commitment to a ccept materials from such entities and the type and volume of materials Contractor is obligated to accept through the contracts. In addition, City, or its agent, will have the right to review tonnage reports documenting the past three (3) years of Tonnage accepted at the Approved Facility(ies) by such entities. To the exte nt allowed by law, City, or its agent(s), agree to maintain the confidentiality of the information reviewed related to the individual contracts with other contracting entities and agree to review all related material at the Contractor’s office and will not retain any copies of reviewed material. Contractor will fully cooperate with the City’s request and provide City, or its agent(s) access to Contractor’s records.

2. Contractor’s Subcontractor is the owner and/ or operator of Designated Facilities:

Upon request, Contractor shall demonstrat e that such capacity is available and allocated to the City by provision of its agreement with the Designated Facility(ies) owner(s)/operator(s) (Subcontractor(s) ) documenting the Subcontractor’s guarantee to accept the Discarded Materials Contractor delivers over the Term of this Agreement and any extensions to the Agreement.

C. Equipment and Supplies. Contractor shall equip and operate the Approved Facilities in a manner to fulfill Contractor’s obligations un der this Agreement, including achieving all applicable standards for Landfill Disposal reduction, Recycling, diversion, residue volume and content, and final product quality standards. Contractor is solely responsible for the adequacy, safety, and suitability of the Approved Facilities. Contractor shall modify, enhance, and/or improve the Approved Facilities as needed to fulfill service obligations under this Agreement, at no addi tional compensation from the City or rates charged to Customers.

Contractor shall provide all rolling stock, stationary equipment, material storage Containers, spare parts, maintenance supplie s, Transfer, Transport, and Processing

March 22, 2022 6 - 6 City of Gardena
equipment, and other consumables as appropriate and necessary to operate the Approved Facilities and provide all services required by this Agreement. Contractor shall place the equipment in the charge of compet ent equipment operators. Contractor shall repair and maintain all equipment at its own cost and expense.

D. Facility Permits. Contractor or Facility operator shall keep all existing permits and approvals necessary for use of the Approved Facility(ies), in full regulatory compliance.

Contractor, or Facility operator, shall, upon request, provide copies of permits and/or notices of violation of permits to the City.

E. Transfer Facility. At Contractor’s option, Contractor may rely on a Transfer Facility and, in such case, shall Transport and deliver some or all Discarded Materials to the Approved Transfer Facility for pre-Processing (if applicable) and Transfer. At the Transfer Facility, Discarded Materials shall be unloaded from Collection vehicles and loaded into large- capacity vehicles and Transported to the A pproved Facility(ies) for Processing or Disposal, in a timely manner and in accordance with Applicable Law.

If Contractor delivers some or all Discarded Materials to a Transfer Facility, it shall receive assurances from Facility operator that Facility operator will Transport or arrange for Transport of the Discarded Materials to appropriate Approved Facility(ies) for Processing or Disposal, as applicable for ea ch type of Discarded Material. In such case, Contractor shall receive written documentatio n from the Facility operator(s) of the Facilities used for Processing and Disposal of Discarded Materials. Contractor shall pay all costs associated with Transport, Tran sfer, Processing, and/or Disposal of all Discarded Materials Collected in accordance with this Agreement, including marketing of recovered materials and Disposal of all residue.

Contractor shall comply with separate handling requirements described in this Exhibit 6.

F. Contractor-Initiated Change in Facility(ies). Contractor may change its selection of one or more of the Approved Facility(ies) follo wing the City’s written approval, which may be conditioned on various factors including, but not limited to: the performance of the current versus proposed Facility, the permit ting status of and LEA inspection records related to the proposed Facility, the distance of the Facility from the City, and any other factor that may reasonably degrade the value received by the City. If Contractor elects to use a Facility(ies) that is(are) not listed on th e then-current list of Approved Facility(ies) in this Exhibit, it shall submit a written request for approval to the City thirty (30) business days prior to the desired date to use the Facility and shall obtain the City’s written approval prior to use of the Facilit y. Contractor’s compensation and rates shall not be adjusted for a Contractor-initiated change in Facilities.

G. Notification of Emergency Conditions. Each Approved Facility shall notify the City of any unforeseen operational restrictions that have been imposed upon the Facility by a regulatory agency or any unforeseen eq uipment or operational failure that will

March 22, 2022 6 - 7 City of Gardena
temporarily prevent the Facility from Proc essing the Discarded Materials Collected under this Agreement. Contractor shall notify the City in accordance with Section 4.5.15 of the Agreement.

H. Approved Facility Unavailable/Use of Alternative Facility. If Contractor is unable to use the Approved Facility due to a sudden unfo reseen closure of the Facility or other emergency conditions described in Section 6.1.G in this Exhibit 6, Contractor may use an Alternative Facility provided that the Contractor provides verbal and written notice to the City and receives written approval from the City at least twenty-four (24) hours prior to the use of an Alternative Facility to the extent reasonably practical given the nature of the emergency or sudden closure. The Cont ractor’s written notice shall include a description of the reasons the Approved Facili ty is not feasible, and the period of time Contractor proposes to use the Alternative Facility. As appropriate for the type of Discarded Materials to be delivered to the Alternative Facility, the Alternative Facility shall meet the applicable Facility standards in this Agreement and shall be sent to: (i) an allowable Facility, operation, or used for an activity specified by pursuant to 14 CCR Section 18983.1(b) and not subsequently sent to Landfill Disposal; (ii) a “Approved Organic Waste Processing Facility” pursuant to 14 CCR Section 18982(a)(14.5) for Source Separated Recyclable Materials and Source Separated Organic Waste; (iii) a Transfer Facility; or, (iv) a Disposal Facility. If Contractor is interested in using a Facility for Source Separated Organic Waste technology that is not listed above and not currently approved by CalRecycle, Contractor shall be responsible for securing the approvals necessary from CalRecycle prior to the City’s final approval of such Facility or activity and shall do so in accordance with the procedures specified in 14 CCR Section 18983.2.

If any Approved Facility specified in this Exhibit becomes unav ailable for use by Contractor for Discarded Materials Collected in the City for a period of more than two (2) days, City may designate an Alternative Facility. The Parties agree that the Approved Facility shall only be deemed to be “unavaila ble” if one or more of the following has occurred: (i) a Force Majeure event has occurre d; (ii) a Facility has lost one or more permits to operate; (iii) a Facility has exhibited a pattern of violation through the receipt of repeated notices of violation from one or more regulatory agencies. Further, the Parties agree that a Facility shall only be deemed to be “unavailable” if the lack of availability of the Facility is not due to Contractor’s neglig ence, illegal activity, neglect, or willful misconduct. At City’s request, Contrac tor shall research and propose Alternate Facility(ies) for the impacted Discarded Material(s) and shall submit a written analysis and recommendation to the City within thirty (30) days conc erning the cost for use of Alternative Facility(ies) and any logistical changes that would be required to utilize such Alternative Facility(ies). City and Contra ctor will discuss the advantages and disadvantages of use of the potential Alternative Facility(ies) and City will designate the approved Alternative Facility(ies). The decision of the City shall be final. The change in Facility shall be treated as City-directed change in scope.

March 22, 2022 6 - 8 City of Gardena
In the event an Approved Facility becomes unavailable due to the negligence, illegal activity, neglect, or willful misconduct of Contractor, Contractor shall bear all additional costs for use of an Alternative Facility incl uding increased Processing costs, Disposal Costs, Transportation costs, Transfer costs, and all other costs.

The table listing Approved Facilities in this Exhibit shall be modified accordingly to reflect the new City-Approved Facility(ies).

If Contractor is not the owner of the new Approved Facility, Contractor shall enter into a Subcontract agreement with the Facility operat or of the Alternative Facility to require compliance with the requirements of Sectio n 4.5.14 of this Agreemen t and this Exhibit unless City waives one or more requirements.

I. Discarded Materials Monitoring/Waste Evaluation Requirements. Contractor shall conduct material sampling, sorting, and waste evaluations of various material streams as further described in Section 6.6 in this Exhibit 6 to meet or exceed SB 1383 requirements.

J. Compliance with Applicable Law. Contractor (including its Affiliates and Subcontractors) warrants throughout the Term of this Agreement and any extensions that the Approved Facilities are respectively authorized and permitted to accept Discarded Materials in accordance with Applicable Law and are in full compliance with Applicable Law.

K. Records and Investigations. Contractor shall maintain accurate records of the quantities of Discard Materials Transported to and accepted at the Approved Facility(ies) and shall cooperate with City and any regulatory authority in any audits or investigations of such quantities.

L. Inspection and Investigations. An authorized City employee or agent shall be allowed to enter each Facility during normal workin g hours in order to conduct inspections and investigations in order to examine Facility operations; Processing activities; contamination monitoring; material sampling and sorting activities, including inspection of end-of-line materials after sorting; and re cords pertaining to the Facility in order to determine compliance with Applicable Law, including SB 1383, to understand protocols and results, and conduct investigations, if needed. Contractor shall permit City or its agent to review or copy, or both, any paper, electronic, or other records required by City.

6.2 Processing Standards
A. Recovery Required. Contractor agrees to Transport and deliver all Source Separated Recyclable Materials, Source Separated Or ganic Waste, and C&D Collected under this Agreement to the Approved Facility for Processi ng as applicable for each material type.

Contractor shall conduct Processing activiti es for all Source Separated Recyclable Materials, Source Separated Organic Waste , and C&D to recover Source Separated Recyclable Materials and Source Separated Organic Waste to reduce Disposal. The

March 22, 2022 6 - 9 City of Gardena
Processing shall be performed in a manner that minimizes Disposal to the greatest extent practicable and complies with Applicable Law, including SB 1383. Contractor may Dispose of Source Separated Organic Waste from homeless encampments and illegal disposal sites and quarantined Organic Waste, which meet the requirements described in 14 CCR Section 18984.13(d), rather than Process such materials.

B. Separate Handling Requirements

1. Contractor shall keep Source Separated Recyclable Materials, Source Separated Organic Waste , and C&D separate from each other and separate from other Solid Waste streams and shall Process the materials separately from each other and separately from other Solid Waste streams.

2. Pursuant to 14 CCR Section 17409.5.6(a)(1 ), Remnant Organic Waste separated from the Gray/Black Container Waste for recovery can be combined with Organic Waste removed from the Source Separated Organic Waste for recovery once the material from the Source Separated Organic Waste has gone through the Organic Waste recovered measurement protocol described in 14 CCR Section 17409.5.4.

C. Residue Disposal. Contractor shall be responsible for Disposal of residue from Processing activities at its own expense and may select the Disposal Facility(ies) to be used for such purpose.

D. Processing Facility Residue Guarantees. Upon request of the City, Contractor shall provide a certified statement from the Facili ty operator documenting its residue level.

The residue level shall be calculated sep arately for each material type and for each Approved Facility used for Recycling and Processing. The residue level calculation method shall be reviewed and approved by the City.

E. Source Separated Recyclable Materials Processing Standards

1. Contractor shall arrange for Processing of all Source Separated Recyclable Materials at a Facility that recovers materials designated for Collection in the Blue Container and in a manner deemed not to constitute Landfill Disposal pursuant to 14 CCR Section 18983.1(a) which states that Landfill Disposal includes final deposition of Organic Waste at a Landfill or use of Organic Waste as ADC or AIC.

2. Limits on Incompatible Materials in Recovered Source Separated Organic Waste:
a. Limits. Except as described in Section 6.2.F.4.c of this Exhibit 6, Contractor’s Transfer/Processing Facility or operation shall only send offsite that Source Separated Organic Waste (such as, but not limited to, paper products and printing and writing paper) recovere d after Processing Source Separated Recyclable Materials that meets the following requirements or as otherwise specified in 14 CCR Section 17409.5.8(a):

March 22, 2022 6 - 10 City of Gardena
i. On and after January 1, 2022 with no more than 20 percent (20%) of Incompatible Material by weight; and,
ii. On and after January 1, 2024 with no more than 10 percent (10%) of Incompatible Material by weight.
b. Measurement. Contractor shall measure the actual levels of Incompatible Materials in accordance with proc edures described in 14 CCR Section 17409.5.8(b).

F. Source Separated Organic Waste Processing Standards.

1. Contractor shall arrange for Processing of all Source Separated Organic Waste at a Facility that recovers Source Separated Organic Waste and, in a manner, deemed not to constitute Landfill Disposal pu rsuant to 14 CCR Section 18983.1(a) which states that Landfill Disposal includes final deposition of Organic Waste at a Landfill or use of Organic Waste as ADC or AIC.

2. Contractor shall arrange for Source Separated Organic Waste Processing at the Approved Organic Waste Processing Facility that meets one or more of the following criteria, and such Facility or operation is capable of and permitted to accept and recover the types of Organic Wastes included in the Source Separated Organic Waste:
a. “Compostable Material Handling Operation or Facility” as defined in 14 CCR Section 17852(a)(12); small composti ng facilities that are otherwise excluded from that definition; or Community Composting as defined within 14 CCR Section 18982(a)(8). Th e compostable materials handling operation or Facility shall, purs uant to 14 CCR Section 17867(a)(16), demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:
i. On and after January 1, 2022, less than 20 percent (20%); and, ii. On and after January 1, 2024, less than 10 percent (10%). b. An “In-vessel Digestion Operation or Facility” as defined in 14 CCR 17896.5. The in-vessel digestion Facility or operation shall, pursuant to 14 CCR Section 17896.44.1, demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:
i. On and after January 1, 2022, less than 20 percent (20%); and, ii. On and after January 1, 2024, less than 10 percent (10%).

March 22, 2022 6 - 11 City of Gardena
c. A “Biomass Conversion Operation” as defined in Section 40106 of the California Public Resources Code.
d. Soil amendment for erosion control, revegetation, slope stabilization, or landscaping at a Landfill, that is defined as a reduction in Landfill Disposal in accordance with 14 CCR Section 18983.1(b).
e. Land application of compostable ma terials consistent with 14 CCR Section 17852(a)(24.5) and subject to the conditions in 14 CCR Section 18983.1(b)(6). f. Lawful use as animal feed, as set fo rth in California Food and Agricultural Code Section 14901 et seq. and Title 3, Division 4, Chapter 2, Subchapter 2 commencing with 14 CCR Article 1, Section 2675.
g. Other operations or facilities with pr ocesses that reduce short-lived climate pollutants that are approved by the State in accordance with 14 CCR Section 18983.2.

If Contractor is interested in using an operation, Facility, or activity not expressly identified above for Source Separated Organic Waste Processing, Contractor shall be responsible for se curing the approvals necessary from CalRecycle prior to the City’s final approval of such operation, Facility, or activity, and shall do so in accordance with the procedures specified in 14 CCR Section 18983.2.

3. Preparation of Materials for Processing. The Contractor shall be responsible for preparing materials for Processing at the Approved Organic Waste Processing Facility, which shall include, but is not limited to, removal of visible physical contaminants such as plastic, glass, metal, and chemicals prior to size reduction.

4. Limits on Incompatible Materials in Recovered Organic Waste a. Limits. Except as described in Section 6.2.F.4.c. of this Exhibit 6, Contractor’s Transfer/Processing Fac ility or operation shall only send offsite that Organic Waste recovered after Processing the Source Separated Organic Waste that meets the followi ng requirements or as otherwise specified in 14 CCR Section 17409.5.8(a):
i. On and after January 1, 2022 with no more than 20 percent (20%) of Incompatible Material by weight; and,
ii. On and after January 1, 2024 with no more than 10 percent (10%) of Incompatible Material by weight.

March 22, 2022 6 - 12 City of Gardena
b. Measurement. Contractor shall measure the actual levels of Incompatible Materials in accordance with proc edures described in 14 CCR Section 17409.5.8(b).
c. Exceptions. The limits in Section 6.2.F.4.a. of this Exhibit 6, shall not apply to the recovered Organic Waste sent offsite from the Transfer/Processing Facility or operation, if the Contract or sends the recovered Organic Waste from the Transfer/Processing Facility or operation to one or more of the following types of Facilities that will further Process the Organic Waste, or as otherwise specified in 14 CCR Section 17409.5.7(c):
i. A Transfer/Processing Facility or operation that complies with Section 6.2.F.4.a. of this Exhibit 6;
ii. A compostable material handling facility or operation that, pursuant to 14 CCR Section 17867(a)(16), demonstrates that the percentage of Organic Waste in the materials sent to Disposal is:
(A) On and after January 1, 2022, less than 20 percent (20%); and, (B) On and after January 1, 2024, less than 10 percent (10%). iii. An in-vessel digestion Facility or operation that, pursuant to 14 CCR Section 17896.44.1, demonstrates that the percentage of Organic Waste in the materials sent to Disposal is:
(A) On and after January 1, 2022, less than 20 percent (20%); and, (B) On and after January 1, 2024, less than 10 percent (10%). iv. An activity that meets the defi nition of a recycling center as described in 14 CCR Section 17402.5(d).

G. C&D Program Standards

1. Contractor shall comply with the CA LGreen Construction and Demolition materials Recycling requirements.

2. Contractor shall deliver mixed C&D loads to the Approved C&D Processing Facility for Recycling.

3. Contractor shall deliver Source Separated C&D such as, but not limited to, dirt, concrete, wood waste, cardboard, or other recyclable C&D materials to the Approved C&D Processing Facility or other Facility authorized for Recycling C&D and shall deliver salvageable materials to a party for Reuse or salvage.

March 22, 2022 6 - 13 City of Gardena

4. Contractor shall arrange for Processing of Organic Waste in the C&D at a Facility that recovers Organic Waste from C&D and in a manner deemed not to constitute Landfill Disposal pursuant to 14 CCR Section 18983.1(a), which states that Landfill Disposal includes final deposition of Organic Waste at a Landfill or use of Organic Waste as ADC or AIC.

H. Plastic Bags. Contractor shall annually submit to City written notice from the Approved Organic Waste Processing Facility confirming said Facility can remove plastic bags when Processing Source Separated Organic Waste.

I. Compostable Plastics. Contractor may accept Composta ble Plastics at the Approved Organic Waste Processing Facility. Pursuant to this Agreement, Contractor shall annually submit to City written notice from the Approved Organic Waste Processing Facility confirming said Facility can Process and recover these Compostable Plastics.

J. Marketing. Upon request, Contractor shall provid e proof to the City that all Source Separated Recyclable Materials, Source Separated Organic Waste, and C&D Collected by Contractor were Processed and recovered ma terials were marketed for Recycling, salvage, or Reuse or as organics products in such a manner that materials are not deemed Landfill Disposal pursuant to SB 1383 and in a manner that materials are deemed diversion pursuant to AB 939. All residue from the Recycling and Processing activities that is not marketed shall be reported to the City as residue and accounted for as Disposal Tonnage at the Approved Disposal Facility. No Source Separated Recyclable Materials, Source Separated Organic Waste, or C&D shall be Transported to a domestic or foreign location if Landfill Disposal of such material is its intended use. If Contractor becomes aware that a broker or buyer has illegally handled, Disposed of, or used material generated in the City that is not consistent with App licable Law, Contractor shall immediately inform the City and terminate its contract or working relationship with such party. In such case, Contractor shall find an alternative market for the material(s) recovered from the Source Separated Recycl able Materials, Source Separated Organic Waste, and/or C&D that is compliant with Applicable Law.

The performance of commodity markets for ma terials recovered from Source Separated Recyclable Materials shall not be cons idered a reason for deeming a Facility “unavailable”, nor shall it be considered an acceptable basis for the need to use an Alternative Facility, nor shall it serve as the basis for any adjustment in Contractor’s compensation under this Agreement, other than as specifically contemplated in Article 6 of this Agreement.

K. Disposal of Source Separated Recyclable Materials, Source Separated Organic Waste, and C&D Prohibited. With the exception of Processing residue, which shall not exceed the limits established under Applicable Law, Source Separated Re cyclable Materials, Source Separated Organic Waste, and C&D Collected under this Agreement may not be

March 22, 2022 6 - 14 City of Gardena
Disposed of in lieu of Recycling, Processi ng, or marketing the material, without the expressed written approval of the City.

If for reasons beyond its reasonable contro l, Contractor believes that it cannot avoid Disposal of the Source Separated Recyclable Materials, Source Separated Organic Waste, or C&D Collected in the City, then it shall prepare a written request for City approval to Dispose of such material. Such request sh all contain the basis for Contractor’s belief (including, but not limited to, supporting documentation), describe the Contractor's efforts to arrange for the Processing of such material, the period required for such Disposal, and any additional information supporting the Contractor's request.

In addition, the request shall describe the Contractor’s proposed interim plans for implementation while the City is evaluating its request. If the City objects to the interim plans, the City shall provide written notice to the Contractor and request an alternative arrangement. The City shall consider the Contractor’s request and inform Contractor in writing of its decision within thirty (30) business days. Depending on the nature of the Contractor’s request, City may extend the thirty (30) business day period, at its own discretion, to provide more time for evaluation of the request and negotiation of an acceptable arrangement with the Contractor.

6.3 Gray/Black Container Waste Disposal Standards
A. Disposal of Gray/Black Container Waste Collected. Contractor shall Transport all Gray/Black Container Waste Collected under this Agreement to the Approved Disposal Facility.

B. Disposal at Approved Facility. Contractor shall not Dispose of Gray/Black Container Waste or residue by depositing it on any pub lic or private land, in any river, stream, or other waterway, or in any sanitary sewer or storm drainage system or in any other manner which violates Applicable Laws.

6.4 Weighing of Discarded Materials
A. Maintenance and Operation. This Section 6.4 of this Exhibit 6 applies to motor vehicle scales used at the Approved Facilities. Approved Facilities shall be equipped with one or more State-certified motor vehicle scales in accordance with Applicable Law. Upon request, Contractor shall arrange for Facility operator to provide documentary evidence of such scale certification within ten (10) days of City’s request during the Term. Licensed weigh master(s) shall operate those scales to weigh all inbound and outbound Collection vehicles Transporting Discarded Materials and all Transfer vehicles Transporting materials to another site. Contractor shall a rrange for Facility operator to provide City with access to weighing information at all times and copies thereof within three (3) Business Days following the City’s request. Exceptions to weighing requirements are specified in Section 6.4.G. of this Exhibit 6.

March 22, 2022 6 - 15 City of Gardena
B. Vehicle Tare Weights for Approved Facility(ies). Within thirty (30) days prior to the Commencement Date, Contractor shall coordinate with the Facility operator(s) to ensure that all Collection vehicles used by Contractor to Transport Discarded Materials to Approved Facilities are weighed to determine unloaded (“tare”) weights. Contractor shall work with Facility operator(s) to electr onically record the tare weight, identify vehicle as Contractor’s, and provide a distin ct vehicle identification number for each vehicle. Contractor shall provide City with a report listing the vehicle tare weight information upon request. Contractor shall promptly coordinate with Facility operator to weigh additional or replacement Collection vehicles prior to Contractor placing them into service. Contractor shall check tare weights at least annually, or within fourteen (14) days of a City request and shall re-tare vehicles immediately after any major maintenance service that could impact the weight of the vehicle by more than fifty (50) pounds.

C. Substitute Scales. If any scale at the Approved Fac ility is inoperable, being tested, or otherwise unavailable, Facility operator sha ll use reasonable business efforts to weigh vehicles on the remaining operating scale(s ). To the extent that all the scales are inoperable, being tested, or otherwise unava ilable, Facility operator shall substitute portable scales until the permanent scales are replaced or repaired. Facility operator shall arrange for any inoperable scale to be repaired as soon as possible.

D. Estimates. Pending substitution of portable scales or during power outages, Facility operator shall estimate the Tonnage of th e Discarded Materials Transported to and accepted at the Approved Facilities by utiliz ing the arithmetic average of each vehicle's recorded tons of Discarded Materials delivered on its preceding three (3) deliveries.

During any period of time the scales are out of service, Facility operator shall continue to record all information required by this Section 6.4 for each delivery of Discarded Materials to the Approved Facilities and each load of material Transferred to another Approved Facility(ies).

E. Weighing Standards and Procedures. At the Approved Facilities, Facility operator shall weigh and record inbound weights of all ve hicles delivering Discarded Materials when the vehicles arrive at the Facility. In additi on, Facility operator shall weigh and record outbound weights of vehicles for which Faci lity operator does not maintain tare weight information. Furthermore, Facility operator shall weigh and record outbound weights of all Transfer vehicles Transporting Discarded Materials from a Transfer Facility to another Approved Facility(ies) for Processing or Disposal.

F. Records. Facility operator shall maintain scale records and reports that provide information including date of receipt, inbound time, inbound and outbound weights (or tare weights) of vehicles, vehicle identification number, jurisdiction of origin of materials delivered, type of material, Contractor/hauler identification, and classification, type, weight, and final destination of Discarded Material if the Discarded Materials are Transferred to another Approved Facility(ies).

March 22, 2022 6 - 16 City of Gardena
G. Exceptions to Weighing Requirements. If the Approved Facility does not have motor vehicle scales to weigh Contractor’s vehicles and Discarded Materials delivered to the Facility, Contractor shall obtain a receipt for delivery of the Discarded Materials that identifies the date and time of delivery, the type of material delivered, and the vehicle number. Contractor or Facility operator shall estimate the tonnage of material delivered for each load based on the volumetric capacity of the vehicle and material density factors (e.g., pounds per cubic yard) approved by or designated by the City.

H. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video cameras at the Approved Facilities, Co ntractor shall make those videos available for City review during the Approved Facilities’ operating hours, upon request of the City, and shall provide the name of the driver of any particular load if available.

6.5 Rejection of Excluded Waste
A. Inspection. Contractor will use standard industry practices to detect and reject Excluded Waste in a uniform and non-discriminatory manner and will not knowingly accept Excluded Waste at the Approved Facility(ies). Contractor will comply with the inspection procedure contained in its permit requiremen ts. Contractor will promptly modify that procedure to reflect any changes in permits or Applicable Law.

B. Excluded Waste Handling and Costs. Contractor will arrange for or provide handling, Transportation, and delivery to a Recycling, incineration, or a Disposal facility permitted in accordance with Applicable Law of all Excluded Waste detected at the Approved Facility(ies). Contractor is solely resp onsible for making those arrangements or provisions and all costs thereof. Nothing in this Agreement will excuse the Contractor from the responsibility of handling Excl uded Wastes that Contractor inadvertently accepts in a lawful manner and of arranging fo r the disposition of that Excluded Waste in accordance with Applicable Law.

6.6 Discarded Materials Evaluatio ns at Approved Facilities A. General. Contractor shall conduct the following “evaluations” at Approved Facilities:

1. Gray/Black Container Waste Evaluations. Waste evaluations of Gray/Black Container Waste at the Approved Transfer Facility (if applicable) in accordance with 14 CCR Sections 18998.1(a)(3)(A) and 17409.5.7.

2. Source Separated Organic Waste Reco very Efficiency Evaluations. Waste evaluations at Approved Transfer Facility (if applicable) or Approved Processing Facility(ies) in accordance with 14 CCR Sections 17409.5.1 to 17409.5.5.

3. Evaluation of Organic Waste in Residuals. Compliance evaluations of Organic Waste to determine the level of Organic Wa ste in materials sent for Disposal in

March 22, 2022 6 - 17 City of Gardena
accordance with 14 CCR Sections 17409.5.3, 17409.5.5, 17867 (Compost operations and facilities), and 17896.44.1 (In-vessel digestion operations and facilities).

B. Record Keeping and Reporting. For the evaluations described above, Contractor shall maintain all records and submit reports to CalRecycle as described in 14 CCR Division 7, Chapter 3, Article 6.3, as applicable. Contractor shall report this information to the City on a monthly basis in accordance with Article 8.

C. Scheduling of Evaluations. Contractor shall schedule evaluations during normal working hours. Contractor shall provide City notice of its intent to conduct evaluations at the Approved Facility(ies) at least ten (10) working days in advance of the evaluations.

D. Observance of Study by City and/or CalRecycle. Contractor acknowledges that, upon request, a representative of the City and/or CalRecycle may oversee its next scheduled quarterly sampling and evaluation of any of the evaluations described in Section 6.6.A of this Exhibit 6 conducted at the Approved Facility(ies).

March 22, 2022 7 - 1 City of Gardena
EXHIBIT 7:

COLLECTION SYSTEM SPECIFICATIONS

1. General. Upon initiation of servic es under this Agreement, Contractor shall provide a three-Container Collection program for the separate Collection of Source Separated Recyclable Materials, Source Separated Organic Waste, and Gray/Black Container Waste as specified in this Section, using Containers that comply with the requirements of Section

4.5.4.1. 1A. Source Separated Recyclable Materials Collection (Blue Container). Contractor shall provide Blue Containers to Customers for Collection of Source Separated Recyclable Materials. Contractor shall Transport the Source Separated Recyclable Materials to (i) the Approved Source Separated Recyclable Materials Processing Facility, or (ii) the Approved Transfer Facility for Transfer and Transport to the Approved Source Separated Recyclable Materials Processing Facility, as specified in Exhibit 6.

Source Separated Recyclable Materials that are to be accepted for Collection in the Source Separated Recyclable Materials Collection program include the materials defined Section

1.78; such materials shall include Paper Produc ts and Printing and Writing Papers as defined by SB 1383, 14 CCR Section 18982(a). The Parties agree that the list of accepted types of Source Separated Recyclable Materials may be added to or removed from time to time at the sole discretion of the City pr ovided that in all cases Source Separated Recyclable Materials (including Paper Prod ucts and Printing and Writing Papers as defined by SB 1383, 14 CCR Section 18982(a)) is included for Collection. Contractor shall not add or remove materials to or from this list without written approval from the City or signed amendment to the Agreement, and such approval shall not be unreasonably withheld. Prohibited Container Contaminan ts shall not be Collected in the Blue Containers.
1B. Source Separated Organic Waste Collection (Green Container). Upon initiation of services under this Agreement, Contractor shall provide Green Containers to Customers for Source Separated Organic Waste Collectio n. Contractor shall Transport the Source Separated Organic Waste to (i) the Approved Organic Waste Processing Facility, or (ii) the Approved Transfer Facility for Transfer and Transport to the Approved Organic Waste Processing Facility, as specified in Exhibit 6.

Source Separated Organic Waste that are to be accepted for Collection in the Source Separated Organic Waste Collection program include the following: Food Scraps, Food- Soiled Paper, Compostable Plastics, and Green Waste. The Parties agree that types of Source Separated Organic Waste may be added to or removed from this list from time to time at the sole discretion of the City. Contractor shall not add or remove materials to or from this list without written approval fr om the City or signed amendment to the Agreement, and such approval shall not be unreasonably withheld. Carpets, Non-

March 22, 2022 7 - 2 City of Gardena
Compostable Paper, textiles, and Prohibited Container Contaminants shall not be Collected in the Green Containers.

Green Waste that is to be accepted for Collection in the Source Separated Organic Waste Collection program includes the materials defined in Section 1.56. The Parties agree that accepted types of Organic Waste may be added to or removed from this list from time to time at the sole discretion of the City. Contractor shall not add or remove materials to or from this list without written approval fr om the City or signed amendment to the Agreement, and such approval shall not be unreasonably withheld. Carpets, Non- Compostable Paper, textiles, and Prohibited Container Contaminants shall not be Collected in the Green Containers.

Contractor may Collect Compostable Plastics in the Green Containers for Processing at the Approved Organic Waste Processing Facili ty. At least three (3) months prior to the commencement of the Collection of Compos table Plastics in the Source Separated Organic Waste program, Contractor shall provide written notification to the City that the Facility can Process and recover these Comp ostable Plastics. Contractor shall provide written notification to the City annually that the Facility has and will continue to have the capabilities to Process and recover the Compostable Plastics. Contractor shall notify the City within five (5) business days of th e Facility’s inability to accept Compostable Plastics. The notification shall include: a description of the reasons the Facility is no longer able to Process and recover Compostable Plastics; the period of time the Facility will not Process and recover Compostable Plastics; and the Contractor’s proposed plan to assist in education and outreach of Customers in the event that Compostable Plastics are no longer accepted for Collection. Such change s shall be handled as a change in scope pursuant to Section 2.10.
1D. Gray/Black Container Waste Collection (Gray/Black Container). Contractor shall provide Gray/Black Containers to Customers for Collection of Gray/Black Container Waste. Contractor shall Transport the Gray/Bla ck Container Waste to (i) the Approved Disposal Facility, or (ii) the Approved Transfer Facility for Transfer and Transport to the Approved Disposal Facility, as specified in Exhibit 6. Contractor may allow carpets and textiles to be placed in the Gray/Black Co ntainers. Prohibited Container Contaminants shall not be Collected in the Gray/Black Containers.

2. Use of Plastic Bags for Source Separated Organic Waste Collection 2A. Option 1: Food Waste in Plastic Bags in the Green Containers. Contractor shall allow Customers and Generators to place Food Waste in plastic bags and put the bagged Food Waste in the Green Container. At least thr ee (3) months prior to the commencement of the use of plastic bags for the Food Waste program, Contractor shall provide written notification to the City that allowing the use of bags does not inhibit the ability of the City to comply with SB 1383, and that the Appr oved Organic Waste Processing Facility can Process and remove plastic bags when it recovers Source Separated Organic Waste.

March 22, 2022 7 - 3 City of Gardena
Annually, in accordance with Article 8, Cont ractor shall provide written notification to the City that the Facility has and will continue to have the capabilities to Process and remove plastic bags when it recovers Sour ce Separated Organic Waste. If, at any time during the Term of the Agreement, the Approved Organic Waste Processing Facility can no longer accept plastic bags, City may assess Liquidated Damages or deem such failure an event of default under Section 11.1. Contrac tor shall notify the City within five (5) business days of the Facility’s inability to a ccept plastic bags. The notification shall include: a description of the reasons the Facility is no longer able to Process and recover plastic bags; the period of time the Approved Facility will not Process and recover plastic bags; and the Contractor’s proposed plan to assist in education and outreach of Customers in the event that plastic bags are no longer accepted for Collection. Such changes shall be handled as a change in scope pursuant to Section 2.10.

3. C&D Collection
Contractor shall Collect C&D materials from all Customers that subscribe to its C&D Collection services and Transport the C&D to (i) the Approved C&D Processing Facility, or (ii) the Approved Transfer Facility for Transfer and Transport to an Approved C&D Processing Facility. Contractor shall provide C&D Collection and Processing services in accordance with this Agreement. Contractor shall charge Customers for C&D Collection services at City-approved Rates.

March 22, 2022 8 - 1 City of Gardena
EXHIBIT 8:

CITY FACILITIES

March 22, 2022 9 - 1 City of Gardena
EXHIBIT 9:

CITY STREET AND PARK CONTAINERS
No. Section Reference Current Description Summary Section Updates Summary or Action Item 1 Section 1 Definitions Section 1.9 Approved Facilities - did not include mixed waste processing facility.

Section 1.30 Contractor - reflects Waste Resources of
Gardena.

Updated definitions to include mixed waste processing
facility (Approved Facilities) and to reflect "USA Waste of California, Inc." (Contractor).
2 Section 4.2.6 Minimum
Recycling Requirements
Contractor shall annually divert a minimum of 27% of all Solid Waste collected by the Contractor. Mixed Waste
Processing is not included.

Commitment to process mixed waste if necessary to ensure the 27% minimum recycling requirement is achieved each
year.
3 Section 4.4.4 Paper Shredding
Event
One Paper Shredding Event for a minimum of three
hours per year.

Quantity of Paper Shredding Events (with 2 trucks)
increased to two (2) events per year.
4 Section 4.4.5 Compost
Giveaway
One Compost Giveaway with a minimum of 40 cubic
yards of compost material per year.

Quantity of Compost Giveaway Events (80 cubic yards per giveaway event) increased to two (2) events per year and provision of one (1) Contractor representative per event for additional support.
5 Section 4.4.10 Provision of
Recovered Organic Waste
Products
SB 1383 ROWP procurement activities included Bulk
Compost and/or Mulch for City use, Compost Giveaway,
and use of Renewable Natural Gas in Collection vehicles.

Clarified that the purchase of Procurement Compliance
Attributes (PCAs), Bulk Compost and/or Mulch for Private Uses (via Direct Service Provider), and other activities as approved by CalRecycle may be used to comply with SB
1383 ROWP procurement requirements per Section 4.4.10.

City and Contractor may to meet and confer to determine which activity(ies) will be used to meet the City's SB 1383 Procurement Target.
6 Section 4.5.4.3.C Container
Transition Plan (New)
Not applicable. Contractor to implement Bin Transition Plan (attached as Exhibit 10) and does not relieve them of their requirement to repaint, repair, and/or replace any container identified by the City that requires such maintenance or graffiti removal within two business days of notification.
7 Section 4.12 Contractor's
Actions During Labor
Negotiations (New)
Not applicable. Added provisions to include customer refunds due to a strike, ability for City to temporarily contract with a third party hauler during a strike and for Contractor to reimburse City for such cost, and customer and City notifications.

City of Gardena
Summary Franchise Agreement Updates
1 No. Section Reference Current Description Summary Section Updates Summary or Action Item City of Gardena
Summary Franchise Agreement Updates
8 Section 5.3.3 Ongoing Education
Requirements
Contractor to host four Residential technical assistance workshops and four Commercial technical assistance
workshops per calendar year.

Quantity of Contractor technical assistance workshops per calendar year reduced to two (2) Residential and two (2) Commercial workshops.
9 Section 6.4.1 General (Method
of Adjustments)
The annual rate adjustment procedure and Exhibit 2
were unclear.

Clarified rate adjustment procedure language and Exhibit 2. 10 Section 6.4.2 Method of
Adjustments
The 12-month period in which to calculate the average
of the monthly indices was unclear.

Clarified the 12-month beginning and end dates for
calculating the percentage change of the monthly indices. 11 Section 9.4 Insurance Contractor's insurance requirements. WM submitted proposed insurance section updates for City review which included the addition of Cyber Liability
Insurance and other updates to the section.
12 Section 12.21 Guarantee of
Contractor's Performance
Waste Resources Technologies, Inc. provided the
guarantee of Contractor's performance.

Updated to reflect WM as the guarantor and added
Conditions of the Consent and First Amendment.

WRG to remit the following payments to the City:
• Transfer fee payment of approximately $1.3 million
• LD's estimated at $130,543 for failing to meet the 27% minimum recycling requirement
• Reimbursement of City's legal and consultant review costs estimated at $60,000
13 Exhibit 6 Processing, Transfer,
and Disposal Services and
Facility Standards
Included WRG's list of facilities. Updated to include WM's list of facilities and added Valley Vista Service's High Diversion Organic Waste Processing Facility (HDWOPF) Grand Central Recycling (City of
Industry).
14 Exhibit 10 Contractor's Bin
Transition Plan (New)
Not applicable. Outlines WM's Bin Transition Plan of relabeling containers with WM's logo and performing exchanges on non-compliant bins within the first 6 months of transition period.
15 Exhibit 11 Contractor's
Contingency Plan
Contractor's contingency plan. Outlines WM's Contingency Plan of how services will be provided during labor unrest which includes City and
customer notifications, splitting routes for collection efficiency, prioritizing certain material types for collection, and providing temporary drop-off locations within seven days
2 January 2026 1 City/WM Amendment

Consent to Assignment and First Amendment to
Agreement for Integrated Solid Waste Management
Services

This Consent to Assignment and First Amendment (“Consent and Amendment”) to the Amended and Restated Agreement for Integrated Solid Waste Management Services is made and entered into among the CITY OF GARDENA, a municipal corporation (hereafter “CITY”) , USA WASTE OF CALIFORNIA, INC. , a Delaware corporation (hereafter “CONTRACTOR” or "WM"), Waste Resources of Gardena (hereafter "WRG"), a _________corporation, and Waste Resource Technologies, Inc., a Delaware corporation (hereafter "WRT"), each of which may be referred to individually as a “Party” or together as the “Parties”.

Recitals
WHEREAS, City and WRG entered into a certain Amended and Restated Agreement for Integrated Solid Waste Management Services dated March 22, 2022 (“Original Franchise Agreement”); and

WHEREAS, by letter dated July 9 , 2025 WRG notified City that WRT and Waste Management WRT Holdings, LLC, a Delaware limited liability company ("Waste Management WRT") have entered into a proposed transaction that includes the acquisition of WRT’s assets.

Specifically, WRT has entered into that certain Plan of Reorganization and Purchase and Sale Agreement, dated March 31, 2025 (the "Asset Purchase Agreement"), with Waste Management WRT, which contemplates the sale of the commercial, industrial a nd residential solid waste (including recycling material) collection and dumpster rental business of WRT and its subsidiaries (the "Transaction"). The Transaction would include the assig nment of WRG's interests in the Original Franchise Agreement. WRG further notified the City that upon closing of the Transaction WM would continue WRG’s operations in Gardena; and

WHEREAS, pursuant to Section 1 2.5 of the Original Franchise Agreement, no assignment or other transfer of the Original Franchise Agreement is permitted without the prior consent of City; and

WHEREAS, WRG has requested that City approve the assignment of the Original Franchise Agreement to WM; and

WHEREAS, pursuant to Section 12.5 of the Original Franchise Agreement, WRG provided certain documents to City regarding the proposed transfer and the qualification of the proposed transferee; and

WHEREAS, City has reviewed the information submitted by WRG and WM; and

WHEREAS, City is willing to approve the assignment of the Original Franchise Agreement to WM only if WRG guarantees the timely and full performance by WM of its obligations, including the payment of monies pursuant to the Original Franchise Agreement; and

January 2026 2 City/WM Amendment
WHEREAS, upon the closing of the Transaction, the parties wish to amend the Original Franchise Agreement as set forth below by this Consent to Assignment and First Amendment.

The Original Franchise Agreement, as amended , is referred to herein as the Amended Franchise Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.9 Definitions - Approved Facilities
A. Article 1, Section 1.9 of the Agreement is hereby amended to read as follows:
"Approved Facility(ies)" means any one of or any combination of the: Approved C&D Processing Facility; Approved Disposal Facility; Approved Organic Waste Processing Facility; Approved Source Separated Recyclable Materials Processing Facility; Approved Mixed Waste Processing Facility; and, Approved Transfer Facility as listed in Exhibit 6.”

1.30 Definitions – Contractor
B. Article 1, Section 1.30 of the Agreement is hereby amended to read as follows:

“‘Contractor’ means USA Waste of California, Inc. , and its officers, directors, employees, agents, companies and Subcontractors.”

2.6.C REPRESENTATIONS AND WARRANTIES OF CONTRACTOR
C. Article 2, Section 2.6.c of the Agreement is hereby amended to read as follows:

c. “There is no action, suit or other proceeding as of the date of this Agreement, at law or in equity, or to the best of Contractor’s knowledge, any investigation, before or by any court or governmental authority, pending or threatened against Contractor which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by Contractor in connection with the transactions contemplated hereby, or which could materially and adversely affect the ability of Contractor to perform its obligations hereunder or which would have a material adverse effect on the financial condition of Contractor. [This provision may be waived by the City.]”

4.2.6 MINIMUM RECYCLING REQUIREMENTS
D. Article 4, Section 4.2.6 of the Agreement is hereby amended to read as follows:
“Contractor shall divert from landfilling, a minimum of 27% of all Solid Waste it Collects under this Agreement annually for the 12 months ending December 31 of each calendar year during the term of this Agreement. Contractor may in its discretion deliver Discarded Materials in the Gray/Black Container from Commercial Customers to an Approved Mixed Waste Processing Facility permitted to receive and Process such January 2026 3 City/WM Amendment
materials in an amount sufficient to ensure that the 27% minimum diversion requirement is achieved each year. Contractor’s discretion is limited to delivery of the quantity of Gray/Black Container materials to an Approved Mixed Waste Processing Facility that would result in diversion that would exceed the 27% minim um diversion requirement for the calendar year.

Contractor shall also Recycle or divert from landfill sufficient waste to ensure that the City meets the then current AB 939 requirements for diversion City -wide (currently 50%) Contractor shall only be considered to have met this requirement under this Agreement if the City’s annual report to the CalRecycle shows a greater than 50% diversion rate and if the CalRecycle approves the City’s reports as having a greater than 50% diversion rate in connection with efforts to meet City’s AB 939 diversion goals.

Contractor must meet both diversion obligations; meeting one requirement does not relieve Contractor of the other. Liquidated damages shall be assessed under Section

11.4 for failure to meet these goals.

Contractor shall Divert from landfilling the State -mandated Construction and Demolition Diversion percentage required by CALGreen, currently 65%, of all Construction and Demolition Debris loads Contractor Collects under this Agreement.

This percentage may change in the future if CALGreen’s requirements change.

Upon the request of either party, not more often than once every two (2) years, the Parties agree to meet and confer regarding adjustments to the minimum Diversion rate, based on factors including waste characterization data provided by Contractor, trends in source reduction and reuse, trends in third party Diversion, extent of reverse logistics, the availability of permitted Facilities that are capable of Processing material to achieve the required levels of Diversion, emerging methods of Processing and Recycling/reusing new waste materials, the availability of markets, transportation constraints, embargoes, and the impact of scavenging. City shall consider such information provided by Contractor and other industry data and shall, at its sole discretion, determine if any adjustments to the minimum Diversion requirements shall be made, and such changes must be approved by the City Council before becoming effective.

If these Diversion requirements are not met, City may instruct Contractor to initiate new programs at Contractor’s expense in order for this goal to be met on a consistent basis.

Contractor as Authorized Recycling Agent. City hereby designates Contractor as an authorized Recycling agent (though not the sole agent) for the purposes of conducting Recycling activities within the City pursuant to the terms of Public Resources Code Section 40105. Notwithstanding the foregoing, Contractor at all times shall be and remain independent from the City.”

4.4.4 PAPER SHREDDING EVENT
E. Article 4, Section 4.4.4 of the Agreement is hereby amended to read as follows:

“Contractor shall provide an on-site mobile shredding service for use by City residents (a “Shredding Event”) two (2) times per calendar year with two (2) mobile on -site shredding trucks at each event at no additional charge to City or ratepayers, provided the City Manager or his or her designee may require less than two (2) mobile on-site shredding trucks at each event. The Shredding Event shall be provided at a date, time, and location designated and approved by the City, in his or her reasonable discretion, January 2026 4 City/WM Amendment
and should be for a minimum of three (3) hours in duration , or until the capacity of two (2) shredding trucks have reached capacity . In the event inclement weather prevents a Shredding Event from occurring, Contractor shall reschedule the Shredding Event to a date, time and location designated and approved by the City. The Shredding Event shall be conducted at Contractor’s sole cost a nd expense, utilizing equipment, personnel, and methods appropriate for such event, as approved by the City. Prior to each Shredding Event, Contractor shall coordinate with City staff and/or public safety personnel to make arrangements for safe, convenient, and effective access to and participation by City residents in the Shredding Event. Contractor shall procure all necessary insurance coverage needed for Shredding Event.

Each Shredding Event shall be designed to accommodate up to a maximum of five (5) “Bankers” boxes of paper or other media suitable for shredding from each Residential and Multi-Unit Residential Premises Customer within the City that is participating in the Shredding Event. Residents participating in the Shredding Event must be able to visually observe the materials they delivered to the Shredding Event be shredded.

Contractor shall publicize each Shredding Event through methods, and using materials, approved by the City, at no cost to the City.”

4.4.5 COMPOST GIVEAWAY
F. Article 4, Section 4.4.5 of the Agreement is hereby amended to read as follows:

“Contractor shall provide two (2) compost giveaway events per calendar year. Gardena residents will be allowed to fill up their containers on a first -come, first-serve basis.

Contractor shall provide eighty (80) cubic yards of compost material per event, delivered to a location designated by the City provided the minimum amount of compost to be provided per event can be reduced based on participation at the discretion of the City Manager or his or her designee . Additionally, Contractor shall provide one (1) representative for the duration of each event to support the City. Any compost material remaining after event shall be removed by Contractor , unless otherwise directed by City staff. The compost giveaway events will be coordinated with the City and can be held in conjunction with other City events.”

4.4.10 PROVISION OF RECOVERED ORGANIC WASTE PRODUCTS
G. Article 4, Section 4.4.10 of the Agreement is hereby amended to read as follows:

“Contractor shall procure and provide to City quantities of recovered organic waste products to assist the City in meeting the per capita annual recovered organic waste product requirement contained in SB 1383 (14 CCR Section 18993.1). Contractor and City may meet and confer to determine which one or a combination of the following activities may be used to comply with Section 18993.1(f) of Title 14 of the California Code of Regulations:

a) Bulk Compost and/or Mulch - Contractor shall make available to City bulk Compost and Mulch that meet requirements defined in SB 1383, and shall Transport such material to City upon request, for City use in City parks and facilities at no cost to the City.
b) Compost Giveaway as described in Section 4.4.5.
c) Use of Renewable Natural Gas in Collection vehicles.

January 2026 5 City/WM Amendment
d) Bulk Compost and/or Mulch for Private Uses - Contractor agrees to act as a direct service provider on behalf of the City. Contractor may arrange the legal donation of procured Compost and Mulch material on behalf of the City, as requested and pre-approved in writing by the City. The production, acquisition, advertising, storage, Transportation, distribution, or any other costs needed to achieve this requirement shall be performed by Contractor at no additional cost to the City or Customers.
e) PCAs – Contractor may coordinate the purchasing of PCAs from SB 1383 eligible products (including RNG or biomass -to-electricity) from a reputable vendor, as approved by the City, and supply the City with a copy of the invoice including the amount of PCAs procured and the total purchase cost. The procured amount of PCAs cannot exceed the amount of RNG or electricity that City uses for municipal operations each year.
f) Other activities approved by CalRecycle.

Contractor shall procure sufficient quantities of recovered Organics Waste products to meet the mandatory procurement requirements for jurisdictions contained in SB 1383 (14 CCR Section 18993.1) and to comply with specifications of these materials as defined in SB 1383, as may be amended, during the term of this Agreement including Agreement extensions granted by the City.”

4.5.4.3.C CONTAINER TRANSITION PLAN (NEW)
H. Article 4.5.4.3.C is hereby added to the Agreement as follows:
“Contractor will implement the Bin Transition Plan attached as Exhibit 10 . The completion of this bin transition plan does not relieve the contractor of its requirement to repaint, repair, and/or replace any container identified by the City that requires such maintenance or graffiti removal within two (2) business days of notification per Section

4.5.4.3.A.”

4.5.14 TRANSFER, PROCESSING, AND DISPOSAL
I. Article 4, Section 4.5.14 of the Agreement is hereby amended to read as follows:
“Contractor shall Transport all Discarded Materials to the Approved Facility(ies) specified in Exhibit 6 and shall Transfer, Process, and Dispose of Discarded Materials in accordance with this Section and Exhibit 6. If the Approved Facilities change during the term of this Agreement, and the Contractor does not own or operate one or more of the Approved Facilities, Contractor shall enter into a subcontract agreement with the owner or Facility operator of such Approved Facility(ies) and the requirements of this this Section and Exhibit 6 shall pertain to the Subcontractor. In addition, Subcontractor requirements or obligations related to indemnification (Article 9) and insurance requirements (Section 9.4) shall apply, as well as any other Subcontractor requirements or obligations stated in other sections of this Agreement.

The Approved Facilities shall comply with the following requirements:
a) Approved Transfer Facility. Contractor’s Approved Transfer Facility shall be a Transfer Facility or operation that Transfers Residential and Commercial Premises Source Separated Recyclable Materials and Source Separated Organic Waste, and/or Gray/Black Co ntainer Waste Collected in accordance with this Agreement.

January 2026 6 City/WM Amendment
b) Approved Source Separated Recyclable Materials Processing Facility (Blue Containers). Contractor’s Approved Recyclables Processing Facility shall be a Facility or operation that Processes Residential and Commercial Premises Source Separated Recyclable Materials to recover materials designated for Collection in the Blue Container.
c) Approved Organic Waste Processing Facility (Green Containers). Contractor’s Approved Organic Waste Processing Facility shall be a Facility that Processes Residential and Commercial Premises Source Separated Organic Waste to recover Source Separated Organic Waste.
d) Approved Disposal Facility (Gray/Black Containers). Contractor’s Approved Disposal Facility shall be a Disposal Facility that accepts Residential and Commercial Premises Gray/Black Container Waste Collected in accordance with this Agreement for Disposal.
e) Approved Mixed Waste Processing Facility. Contractor’s Approved Mixed Waste Processing Facility shall be a Facility or operation that Processe s Commercial Premises Discarded Materials placed in the Gray/Black Container to recover Recyclable Materials or Organic Materials in accordance with this Agreement.”

4.12 CONTRACTOR’S ACTIONS DURING LABOR NEGOTIATIONS (NEW) J. Article 4.12 is hereby added to the Agreement as follows:
“Any time negotiations are undertaken between the Contractor and its employees relating to wages and benefits subject to a collective bargaining agreement the Contractor shall notify the City in writing no less than thirty (30) days of the commencement of negotiations. Contractor shall regularly report to the City the status of such negotiations from time to time including any pending labor unrest as defined in Section 11.5.

In addition to, and separate from, the steps outlined in the approved contingency plan pursuant to Section 11.5 , and included as Attachment 11, Contractor agrees that in the event service is disrupted longer than seven (7) consecutive days, City may temporarily contract with other third -parties for the Collection of Solid Waste for a limited period of time (i.e. from the time Contractor is unable to provide such service until the labor unrest or service disruption has concluded). Notwithstanding the foregoing, Contractor shall be entitled to all Billings for services, whether such services are provided by Contractor or the third -party, during the labor unrest or service disruption. Contractor shall not be responsible for any non -performance or damages arising out of the activities by third-parties engaged by the City for the Collection of Solid Waste. Contractor shall notify City when the labor unrest or service disruption has ended, and the date Contractor will resume Collection of Solid Waste. Contractor shall reimburse City for direct third-party costs (including attorney's fees) incurred by City as a result of the labor unrest. Payment shall be made within 30 days following Contractor's receipt of an invoice with supporting documentation from City for such costs. Additionally, Contractor shall provide a credit to each Customer who contacts Contractor complaining of missed services during labor unrest , except to the extent caused by City’s third-party contractor. Contractor may calculate a credit based on the percentage of missed pickups during the month provided that calculation method is consistent for all Customers during labor unrest. For example, if there are two (2) instances of missed pickups in a given mo nth, the number of missed pickups shall be divided by the number of total pickups that otherwise would have occurred in that January 2026 7 City/WM Amendment
month and multiplied by the monthly collection rate in the approved rate schedule.

Contractor shall notify all Customers via its website and email that credits may be made available for missed services during labor unrest within seven (7) calendar days of the first missed collection.

At the City’s discretion during labor unrest, Contractor shall place a minimum of five (5), forty (40) yard Roll-off Boxes or other Containers of equivalent capacity at points agreed upon with the City Manager or their designee to serve as Collection points for the Customers within seven (7) days of said labor unrest. Containers shall be Collected and replaced by Contractor as needed for no additional charge to ensure Customer may Dispose of Solid Waste during any labor unrest.

Throughout service disruption caused by labor unrest, Contractor shall:
• Meet all the requirements agreed to in the approved contingency plan, pursuant to Section 11.5.
• Provide City with a minimum of daily service updates. • Notify Customers on a real -time basis of a change in their Collection schedule including alternative Collection procedures, if applicable. At a minimum, Contractor shall update its website and shall provide ongoing updates to City for use on its website. Should enhanced contact technologies become available, Contractor shall use such methods upon approval from City.”

5.3.3 ONGOING EDUCATION REQUIREMENTS
K. Article 5, Section 5.3.3, sub bullet “Workshops and Meetings” of the Agreement is hereby amended to read as follows:

“Workshops & Meetings – Contractor shall, at its sole expense, participate in and/or plan, organize, and conduct direct Generator outreach, including, but not limited to:
workshops, community events, and meetings to support Generator compliance with the Source Separated Recycla ble Materials and Source Separated Organic Waste separation and program participation requirements under this Agreement and other local and State regulations, including, but not limited to, AB 341, AB 1826, and SB 1383.

Contractor shall host at least two (2) technical assistance workshops per calendar year for Residential Premises Customers, and two (2) technical assistance workshops per calendar year for Commercial Premises Customers. The workshops shall be open to all Customers in the City, and the Contractor shall publish the time and location of the workshop no later than thirty (30) days prior to the workshop through publication on the Contractor’s website, email newsletter, printed flyers delivered on hauler routes, etc. The structure and content of these workshops shall be designed by the Contractor and submitted at least thirty (30) days prior to the date of the workshop for City approval. Workshops shall be focused on the regulatory requirements of SB 1383, AB 1826, and any local program or service changes as a result of the regulations.”

6.4 METHOD OF ADJUSTMENTS
L. Article 6, Section 6.4.1 of the Agreement is hereby amended to read as follows:

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6.4.1 General
“Contractor shall submit its request for an annual rate adjustment in writing, in accordance with the formula in Exhibit 2, to be received by City in person or via certified mail. Such request shall be submitted by March 1 each year to the City Manager or their designee for review and approval . All future adjustments shall be effective July 1.

Annual adjustments shall not exceed an amount greater than two percent (2.0%) more than the percentage increase in the Consumer Price Index -All Items Less Energy for the Los Angeles -Long Beach -Anaheim, CA, All Urban Consumers, Not Seasonally Adjusted (CUURS49ASA0LE), for the corresponding one -year period used to measure the change in the Consumer Price Index for All Urban Consumers for Garbage and Trash Collection (CUUR0000SEHG02) - U.S. City average. Notwithstanding the above, the annual rate adjustment to the maximum rates shall be subject to the requirements included in Section 6.4.1.1.

M. Article 6, Section 6.4.2 of the Agreement is hereby amended to read as follows:

6.4.2 Rate Adjustment Calculation
Subject to approval by majority protest proceedings and subject to the limitations set forth in Section 6.4.1.1 above, approved Contractor compensation shall be based on the percentage change in the average annual published Consumer Price Index for Trash and Garbage Collection (CUUR0000SEHG02), U.S. City average, as published by the United States Department of Labor, Bureau of Labor Statistics, between the 12 months ended January prior to the Contract Year anniversary date, and the 12 months ended the prior January. For example, for the first rate increase effective July 1, 2023, the change in indices shall be measured as the percentage change from the average of the monthly indices for 12 months beginning February 2021 and ending January 2022 to the average of the monthly indices for the 12 months beginning February 2022 and ending January 2023. An example calculation is included in Exhibit 2A. If the index is discontinued, an alternative index must be approved by the City Manager.

If the rate adjustment calculation is calculated to be 0% or less, there shall be no changes to charges and rates during the Contract Year corresponding the rate adjustment calculation. In the case of a calculated rate decrease, the amount of such decrease shall be carried forward to the following annual rate adjustment as an offset to future rate increases.

9.4 INSURANCE
N. Article 9, Section 9.4 of the Agreement is hereby amended to read as follows:

“City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid defense and hold harmless agreements, because of acceptance by City or the deposit with City by Contractor of the insurance policies described in this provision.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. The most recent editions of Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 00 01).

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2. The most recent editions of Insurance Services Office form number CA 00 20 covering Automobile Liability, code 1 "any auto".

3. Environmental/Pollution Liability Insurance in a form acceptable to the City Attorney.

4. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance.

B. Minimum Limits of Insurance. Contractor shall maintain in force for the term of this Agreement limits no less than:

2. Automobile Liability: Five Million Dollars ($5,000,000) combined single limit per accident for bodily injury and property damage. Such limits can be achieved through a combination of primary and excess liability policies.

3. Environmental/Pollution Liability Insurance. Five Million Dollars ($5,000,000) per loss and annual aggregate applicable to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically damaged or destroyed; clean -up costs, including first party cleanup of the City’s property and third-party cleanup, and bodily injury costs if pollutants impact other properties; and defense, including costs, fees and expenses incurred in the investigation, defense, or resolution of claims. Coverage shall include completed operations and shall apply to sudden and non-sudden pollution conditions. Coverage shall apply to acts, errors or omissions arising out of, or in connection with, Contractor’s scope of work under thi s Agreement. Coverage shall also apply to non-owned deposit sites (“NODS”) that shall protect against, for example, claims regarding bodily injury, property damage, and/or cleanup costs involving NODS. Coverage is preferred by the City to be occurrence based. However, if provided on a claims -made basis, Contractor warrants that any retroactive date applicable to coverage under the policy precedes the Effective Date of this Agreement, and that continuous coverage shall be maintained, or an extended discovery period will be exercised through completion or termination of this agreement for a minimum of five (5) years. This provision does not limit or alter any rights or remedies to City allowable under this agreement and/or applicable law in perpetuity.

4. Cyber Liability Insurance: appropriate to the Contractor's profession and industry practice, with limits not less than $2,000,000 per occurrence.

Coverage for cyber risks shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor under this Agreement and shall include but not be limited to claims involving invasion of privacy violations, information theft, release of private information, extortion, and network security. The policy shall provide coverage for breac h response notification and remediation costs, regulatory fines and penalties, credit monitoring expenses, electronic funds transfer losses, electronic data restoration expenses, and business interruption costs with limits sufficient to respond to these obligations.

Gardena City CouncilJanuary 13, 2026

Gardena City Council
January 13, 2026