Hercules City Council
March 25, 2025

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RESTATED SOLID WASTE FRANCHISE AGREEMENT 5
6 Executed Between the 7
City of Hercules and Richmond Sanitary Service, Inc. 8
dba Republic Services 9
10 This ___ day of ___ 2025 11
12 13

TABLE OF CONTENTS 14
Solid Waste Franchise Agreement 15
16 Table of Contents 17
Article 1. Definitions ............................................................................................................... 5 18 Article 2. Term of Agreement ................................................................................................18 19 Article 3. Conditions Governing Services Provided By Contractor ........................................18 20 Article 4. Franchise Fees and Payments ..............................................................................19 21 Article 5. General Requirements ...........................................................................................21 22 Article 6. Collection Service Rates ........................................................................................27 23 Article 7. Collection Service Billing .......................................................................................32 24 Article 8. Diversion Requirements ........................................................................................34 25 Article 9. Service Unit Types ................................................................................................36 26 Article 10. Residential Service ..............................................................................................37 27 Article 11. MFD Service ........................................................................................................43 28 Article 12. Commercial Service.............................................................................................48 29 Article 13. Industrial Service .................................................................................................54 30 Article 14. City Services .......................................................................................................55 31 Article 15. Additional Services ..............................................................................................57 32 Article 16. Collection Routes ................................................................................................57 33 Article 17. Minimum Performance Standards........................................................................58 34 Article 18. Collection Equipment ...........................................................................................59 35 Article 19. Contractor’s Office ...............................................................................................61 36 Article 20. Contractor Support Services ................................................................................62 37 Article 21. Emergency Service .............................................................................................67 38 Article 22. Record Keeping and Reporting ............................................................................68 39 Article 23. Nondiscrimination ................................................................................................72 40 Article 24. Service Inquiries and Complaints.........................................................................73 41 Article 25. Excuse from Performance ...................................................................................74 42 Article 26. Performance Bond ...............................................................................................75 43 Article 27. Insurance .............................................................................................................76 44 Article 28. Hold Harmless and Indemnification .....................................................................80 45 Article 29. Default of Agreement ...........................................................................................83 46 Article 30. Modifications to the Agreement ...........................................................................85 47 Article 31. Legal Representation ...........................................................................................86 48 Article 32. Conflict of Interest ................................................................................................86 49 Article 33. Contractor's Personnel ........................................................................................86 50 Article 34. Exempt Waste .....................................................................................................88 51 Article 35. Independent Contractor .......................................................................................88 52 Article 36. Laws to Govern ...................................................................................................88 53 Article 37. Consent to Jurisdiction ........................................................................................88 54

Article 38. Assignment ..........................................................................................................88 55 Article 39. Compliance with Laws .........................................................................................89 56 Article 40. Permits and Licenses ..........................................................................................90 57 Article 41. Ownership of Written Materials ............................................................................90 58 Article 42. Waiver .................................................................................................................90 59 Article 43. Prohibition Against Gifts ......................................................................................90 60 Article 44. Point of Contact ...................................................................................................90 61 Article 45. Notices ................................................................................................................90 62 Article 46. Transition to Next Contractor ...............................................................................91 63 Article 47. Contractor’s Records ...........................................................................................91 64 Article 48. Entire Agreement .................................................................................................93 65 Article 49. Severability ..........................................................................................................93 66 Article 50. Right to Require Performance .............................................................................93 67 Article 51. All Prior Agreements Superseded ........................................................................93 68 Article 52. Headings .............................................................................................................93 69 Article 53. Exhibits ................................................................................................................93 70 Article 54. Attorney’s Fees ....................................................................................................93 71 Article 55. Commencement Date ..........................................................................................94 72 Exhibit 1 Maximum Service Rates ........................................................................................ 95 73 Exhibit 2 List of City Cans ..................................................................................................... 99 74 Exhibit 3 Collection Container Specifications ...................................................................... 100 75 Exhibit 3 RESERVED ......................................................................................................... 103 76 Exhibit 5 Administrative Charges and Penalties ................................................................. 104 77 Exhibit 6 Customer Service Plan ........................................................................................ 106 78 Exhibit 7 Collection Service Operations Plan ...................................................................... 109 79 Exhibit 8 Processing and Disposal Facilities ....................................................................... 116 80 Exhibit 9 Sustainability and Compliance Plan ..................................................................... 118 81 Exhibit 10 Education and Outreach Plan ............................................................................ 126 82 Exhibit 11 Acceptable Recyclable Materials ....................................................................... 128 83 84

This Solid Waste Franchise Agreement (“Agreement”) is hereby entered into by and between the 85 City of Hercules, a general law city existing under the laws of the State of California (“City”), and Richmond 86 Sanitary Service, Inc. dba Republic Services, a California Corporation (“Contractor”), as of ______, 2025, 87 under the terms and conditions set forth herein. 88
89 RECITALS 90
The Legislature of the State of California, by enactment of the California Integrated Waste 91 Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified at California 92 Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and 93 require local agencies to make adequate provisions for garbage collection within their jurisdiction. 94 The State of California has found and declared that the amount of garbage generated in California, 95 coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the 96 need to conserve natural resources, have created an urgent need for State and local agencies to enact and 97 implement an aggressive integrated waste management program. The State has, through enactment of the 98 Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and 99 to maximize the use of feasible garbage reduction, re-use, recycling, and composting options to reduce the 100 amount of garbage that must be disposed of in disposal sites. 101 Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be 102 amended from time to time, City has determined that the public health, safety, and well-being require that 103 an exclusive right be awarded to a qualified contractor to provide for the collection of garbage, recyclable 104 materials, and organic waste materials, except for collection of materials excluded in City’s Municipal Code, 105 and other services related to meeting the Act’s fifty percent (50%) diversion goal and other requirements of 106 the Act. 107
City further declares its intent to regulate and set the maximum rates Contractor may charge 108 Service Recipients for the collection of garbage, recyclable materials, and organic waste materials. 109 The City Council has determined that Contractor, by demonstrated experience, reputation, and 110 capacity, is qualified to provide for the collection of garbage, recyclable materials, and organic waste 111 materials within the corporate limits of City and the transportation of such material to appropriate places for 112 processing, recycling, composting, and/or disposal; and City Council desires that Contractor be engaged 113 to perform such collection services on the basis set forth in this Agreement; and Contractor has represented 114 that it has the ability and capacity to provide for the collection of garbage, recyclable materials, and organic 115 waste materials within the corporate limits of City and the transportation of such material to appropriate 116 places for processing, recycling, composting, and/or disposal. 117 By Resolution No. ___, the City Council of City duly approved this Agreement, together with the 118 Franchise Fee, Contractor payments to City, and other City-imposed fees provided for in the Agreement 119 (collectively “City-Imposed Fees”), and found and determined that such City-Imposed Fees were both 120 necessary and reasonably reflect, or are less than, the actual costs City that will incur in the administration 121 of the contracted services, compliance with mandatory state laws and regulations related to the contracted 122 services, and to mitigate the impacts contracted services will have on City streets. 123 124

OPERATIVE PROVISIONS 125
Now, therefore, in consideration of the mutual covenants, agreements, and consideration contained 126 in this Agreement, City and Contractor agree as follows: 127 Article 1. Definitions 128
For the purpose of this Agreement, the definitions contained in this Article apply unless otherwise 129 specifically stated. When not inconsistent with the context, words used in the present tense include the 130 future, words in the plural include the singular, and words in the singular include the plural. Use of the 131 masculine gender includes the feminine gender. The meaning of terms or words not defined in this Article 132 will be as defined in the Integrated Waste Management Act, or if not defined therein, then as commonly 133 understood in the Solid Waste Collection industry when the common understanding is uncertain. 134

1.01 AB 341. “AB 341” means State of California Assembly Bill No. 341 approved October 5, 135 2011. AB 341 requires businesses, defined to include commercial or public entities that generate more than 136 4 cubic yards of commercial Solid Waste per week or multifamily residential dwellings of 5 units or more, to 137 arrange for Recycling services and requires jurisdictions to implement a commercial Solid Waste Recycling 138 program. 139

1.02 AB 827. “AB 827” means State of California Assembly Bill No. 827 approved October 02, 140 2019. AB 827 requires businesses that are mandated to recycle under AB 341 (“MCR”) and/or mandated to 141 recycle Organic Waste under AB 1826 (“MORe”) or SB 1383 and that provide customers access to the 142 business, to provide customers with a Recyclable Materials bin and/or Organic Waste Collection bin for those 143 waste streams that is visible, easily accessible, and adjacent to each Bin or Container for trash. 144

1.03 AB 939. “AB 939” or “The Act” means “The California Integrated Waste Management Act 145 of 1989”, codified in part in Public Resources Code §§ 40000 et seq., and such regulations adopted by 146 California Department of Resources Recycling and Recovery (CalRecycle) for implementation of the Act, or 147 its successor agency, including but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 148 (Chapter 343, Statues of 2008 [Wiggins, SB 1016]), and the Mandatory Commercial Organics Recycling Act 149 (AB 1826). 150

1.04 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594, approved 151 September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green material as Alternative 152 Daily Cover does not constitute Diversion through Recycling and would be considered Disposal. 153

1.05 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826, approved 154 September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an 155 Organic Waste Recycling program to Divert from the landfill Organic Waste from businesses. Each business 156 meeting specific Organic Waste or Solid Waste generation thresholds phased in from April 1, 2016, to January 157 1, 2020, is required to arrange for Organic Waste Recycling services. 158

1.06 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036, approved 159 September 27, 2018. AB 3036 prohibits a County, City, District, or local government agency from subjecting 160

the hauling of certain byproducts from the processing of food or beverages to an exclusive franchise, contract, 161 license, or permit. 162

1.07 Administrative Charges and Penalties. “Administrative Charges and Penalties” means 163 those charges listed in Exhibit 5 to this Agreement. 164

1.08 Agreement. “Agreement” means this written Solid Waste Franchise Agreement between 165 the City and the Contractor covering the work to be performed, as well as all contract documents attached to 166 the agreement and made a part thereof. 167

1.09 Agreement Administrator. “Agreement Administrator” means the City Manager, or his or 168 her designee, designated to administer and monitor the provisions of the Agreement. 169

1.10 Agreement Year. “Agreement Year” means each twelve (12) month period from July 1 to 170 June 30 during the Term of this Agreement. 171

1.11 RESERVED 172

1.12 Applicable Law. “Applicable Law” shall mean all federal, state, county, and local laws, 173 regulations, rules, orders, judgments, decrees, permits, approvals, or other requirements of any governmental 174 agency having jurisdiction over an aspect of this Agreement that are in force on the Effective Date, including, 175 without limitation, the City’s Municipal Code, the California Integrated Waste Management Act of 1989 (Public 176 Resources Code Section 40000 et seq.) as amended as of the Effective Date, inclusive of AB 939, AB 341, 177 AB 1826, AB 827, AB 1594, AB 3036, SB 1383, and inclusive of all regulations implementing the same. It 178 shall also include the California Air Resources Board Advanced Clean Fleets regulations (2023). 179

1.13 Bin. “Bin” means a metal or plastic waste Container designed or intended to be 180 mechanically serviced by a commercial front-end loader vehicle. Containers shall be designed to hold from 181 one (1) to six (6) cubic yards of material with the lid properly closed. The specifications for Contractor-provided 182 Bins are set forth in Exhibit 3. 183

1.14 Biohazardous or Biomedical Waste. “Biohazardous or Biomedical Waste” means any 184 waste which may cause disease or reasonably be suspected of harboring pathogenic organisms; included 185 are waste resulting from the operation of medical clinics, hospitals, and other facilities processing wastes, 186 which may consist of, but are not limited to, human and animal parts, contaminated bandages, pathological 187 specimens, hypodermic needles, sharps, contaminated clothing, and surgical gloves. 188

1.15 RESERVED 189

1.16 Bulky Waste. “Bulky Waste” means furniture, household appliances, automobile tires, 190 shipping crates and containers, carpets, mattresses, oversized yard waste such as tree trunks and large 191 branches if no larger than two feet in diameter and four feet in length, and similar large bulky or heavy items 192 not normally discarded on a regular basis at a residential, commercial, or business establishment and which 193 do not fit in a regular Collection Container and require special handling due to their size but can be Collected 194 and transported without the assistance of special loading equipment (such as forklifts or cranes) and without 195

violating vehicle load limits. “Bulky Waste” does not include Construction and Demolition Debris or Electronic 196 Waste, the latter of which is regarded as Universal Waste and the Disposal of which is governed by the 197 Department of Toxic Substances Control. 198

1.17 Business Day. “Business Day” means any Monday through Friday, excluding any Holidays 199 as defined. 200

1.18 Calendar Year. “Calendar Year” means each twelve (12) month period from January 1 to 201 December 31. 202

1.19 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least twenty (20) 203 and not more than one hundred (100) gallons, having a hinged tight-fitting lid and wheels, that is provided by 204 the Exclusive Franchise Solid Waste Contractor, approved by the City, and used by Service Recipients for 205 Collection, accumulation, and removal of Solid Waste from commercial, industrial, or residential Premises in 206 connection with Exclusive Franchise Solid Waste Collection. The specifications for Contractor-provided Carts 207 are set forth in Exhibit 3. 208

1.20 CERCLA. “CERCLA” means the Comprehensive Environmental Response, Compensation 209 and Liability Act of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations 210 promulgated thereunder. 211

1.21 Change in Law. “Change in Law” means the occurrence of any of the following events after 212 the Effective Date, affecting the Parties’ responsive obligations or the performance of their respective 213 obligations under this Agreement (except for any payment obligations): (i) the enactment, adoption, 214 promulgation, amendment, repeal, judicial interpretation, or formal administrative interpretation of any 215 Applicable Law; (ii) the issuance of any order or judgment of any federal, state, or local court or agency in a 216 proceeding to which a Party is a party, but not to the extent such order or judgment finds the Party asserting 217 there to have been a Change in Law to have been negligent or otherwise at fault; or (iii) the denial, suspension, 218 or termination of any government permit or other entitlement, but not to the extent such denial, suspension, 219 or termination is the result of any act or omission of the Party asserting there to have been a Change in Law. 220

1.22 City. “City” means the City of Hercules, California, including any unincorporated areas of 221 the County that may be annexed by the City during the Initial Term and all extensions. 222

1.23 City Collection Service. “City Collection Service” means City Clean-up Services, City 223 Garbage Collection Service, Bulky Waste Collection Services, City Organic Waste Collection Service, City 224 Recyclable Materials Service, and City-Sponsored Events Services as more particularly described 225 immediately below. 226
A. City Clean-up Services. On-call City requested Collection from Agreement 227 Administrator to support City services and operations. 228 B. City Garbage Collection Service. The Collection of Garbage, by Contractor, from 229 City Service Units in the Service Area, and the delivery of that Garbage to the Disposal Facility. 230

C. City Bulky Waste Collection Service. The periodic on-call Collection of Bulky Waste, 231 by Contractor, from City Service Units in the Service Area, and the delivery of that Bulky Waste to the 232 Disposal Facility, Materials Recovery Facility, or such other facility as may be appropriate under the terms 233 of this Agreement. 234
D. City Organic Waste Collection Service. The Collection of Organic Waste, by 235 Contractor, from City Service Units in the Service Area, and the delivery of those Organic Waste materials 236 to the Organic Waste Processing Facility. 237
E. City Recyclable Materials Service. The Collection of Recyclables Materials by the 238 Contractor from City Service Units in the Service Area, and the delivery of those Recyclable Materials to the 239 Materials Recovery Facility. 240
F. City-Sponsored Event Services. On-call Collection Services at City-Sponsored 241 Events. 242

1.24 City Facility. “City Facility(ies)” means any building or other site that the City owns, leases, 243 or occupies. 244

1.25 City Manager. “City Manager” means the City Manager of the City of Hercules, or his or 245 her designated representative, or any employee of the City who succeeds to the duties and responsibilities 246 of the City Manager. 247

1.26 Collect and Collection and Collected. “Collect”, “Collection”, and “Collected” all refer to the 248 removal of Solid Waste from a Service Unit and transportation to the Disposal Facility, Organic Waste 249 Processing Facility, Materials Recovery Facility, or Transfer Station, as appropriate. 250

1.27 Collection Container. “Collection Container” means a Bin, Cart, or Roll-Off Container that 251 is approved by the Agreement Administrator for use by Service Recipients for Collection Services under this 252 Agreement. 253

1.28 Collection Services. “Collection Services” means Contractor’s obligations under this 254 Agreement to Collect Solid Waste within the Service Area. Collection Service includes Residential Collection 255 Service, Multi-Family Dwelling (MFD) Collection Service, Commercial Collection Service, and City Collection 256 Service. 257

1.29 Collection Vehicle. “Collection Vehicle” means a licensed vehicle that has all required 258 licenses to provide Collection Service and that has been approved by the Agreement Administrator for use 259 under this Agreement. 260

1.30 Commencement Date. “Commencement Date” has the meaning specified in Section 2.01 261 of this Agreement. 262

1.31 Commercial Collection Service. “Commercial Collection Services” means Collection 263 Service provided to Commercial Service Units. Commercial Collection Service specifically includes the 264 following: 265

A. Commercial Garbage Collection Service. The Collection of Garbage by Contractor 266 from Commercial Service Units in the Service Area, and the delivery of that Garbage to the Disposal 267 Facility. 268
B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, 269 by Contractor, from Commercial Service Units in the Service Area and the delivery of those Organic Waste 270 materials to the Organic Waste Processing Facility. 271 C. Commercial Recyclable Materials Collection Service. The Collection of Recyclable 272 Materials, by Contractor, from Commercial Service Units in the Service Area, and the delivery of those 273 Recyclable Materials to the Materials Recovery Facility. 274

1.32 Compactor. “Compactor” means any Collection Container which has a compaction 275 mechanism, whether stationary or mobile. 276

1.33 Compost. “Compost” means the act or product of the controlled biological decomposition 277 of Organic Wastes that are Source Separated or are separated at a centralized facility. Compost may also 278 include the product of anaerobic digestion or other conversion technologies. 279

1.34 Construction and Demolition Debris. “Construction and Demolition Debris” means 280 discarded materials removed from Premises, resulting from construction, renovation, remodeling, repair, 281 deconstruction, or demolition operations on any pavement, house, commercial building, or other structure or 282 from landscaping. Such materials include, but are not limited to: “inert wastes” as defined in Public Resources 283 Code Section 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt); gravel; plaster; 284 gypsum wallboard; aluminum; glass; plastic pipe; roofing material; carpeting; wood; masonry; trees; remnants 285 of new materials, including paper, plastic, carpet scraps, wood scraps, scrap metal, building materials, and 286 packaging; and rubble resulting from construction, remodeling, renovation, repair and demolition operations 287 on pavements, houses, commercial buildings, and other structures. 288

1.35 Consumer Price Index (CPI). “CPI” means both the index sets published by the United 289 States Department of Labor, Bureau of Labor Statistics and, more specifically, Consumer Price Index series 290 CUSR0000SEHG, Water and Sewer and Garbage Collection Services in U.S. city average, all urban 291 consumers, seasonally adjusted. 292

1.36 Container. “Container" means a Collection Container. 293

1.37 Contaminant. “Contaminant” means any material or substance placed into or found in a 294 Collection Container, other than the type of Source Separated material for which that Collection Container is 295 intended or reserved. For example, anything that is not Recyclable Materials is a Contaminant if placed into 296 or found in a Recyclable Materials Collection Container. Similarly, anything that is not Organic Waste is a 297 Contaminant if placed into or found in an Organic Waste Collection Container. 298

1.38 Contractor. “Contractor” means Republic Services, which has entered into this Agreement. 299

1.39 County. “County” means Contra Costa County, California. 300

1.40 Customer. “Customer" means the owner, occupant, or user of Premises at which Solid 301 Waste is generated and then Collected by Contractor. Customers include Residential Customers, MFD 302 Customers, and Commercial Customers. City is also a receiver of Collection Services, but not a Customer. 303

1.41 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid Waste at 304 a permitted landfill or other permitted Solid Waste Disposal facility, as defined in California Public Resources 305 Code Section 40192(b). 306

1.42 Disposal Facility. “Disposal Facility” means the permitted place or places listed in Exhibit 8 307 for the Disposal of Garbage or other materials as appropriate and acceptable. 308

1.43 Diversion or Divert. “Diversion” and “Divert” refer to the programs and activities that reduce 309 or eliminate the Disposal of Solid Waste in landfills, which can include source reduction, reuse, salvage, 310 Recyclable Materials, and Composting. 311

1.44 Diversion Compliance. “Diversion Compliance” means compliance with Diversion 312 requirements under the Act and applicable CalRecycle regulations. Should there be a Change in Law for 313 Diversion Compliance, Contractor may request a rate adjustment pursuant to Section 30.02. 314

1.45 Dwelling Unit. “Dwelling Unit” means a building or part of a building designed for residential 315 use by a single independent housekeeping unit and having separate exterior access, toilet, and facilities for 316 cooking and sleeping. 317

1.46 Edible Food. “Edible Food” has the same meaning as found in Section 5-2.01 of the 318 Hercules Municipal Code. Edible Food means food intended for human consumption. For purposes of this 319 Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement 320 requires or authorizes the recovery of food that does not meet the food safety requirements of the California 321 Retail Food Code. 322

1.47 RESERVED 323

1.48 Effective Date. “Effective Date of Agreement” shall mean the date on which the Agreement 324 is signed by the duly authorized representatives and the parties and delivered by the last of the parties to sign 325 and deliver. 326

1.49 Electronic Waste (E-Waste). “E-Waste” means electronic equipment such as stereos, 327 televisions, computers, and other similar items Collected from Single-Family Dwelling (SFD) Service Units or 328 MFD Service Units. 329

1.50 Exempt Waste. “Exempt Waste” consists of Biohazardous or Biomedical Waste, 330 Hazardous Waste, Sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion 331 engines, lead-acid batteries, dead animals, and those wastes under the control of the Nuclear Regulatory 332 Commission. 333

1.51 Food Waste. “Food Waste” means (1) food scraps, including all edible or inedible food 334 such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, 335 bread, cheese, coffee grounds, and eggshells; and (2) food-soiled paper, which is compostable paper 336 material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, 337 paper coffee cups, napkins, and pizza boxes. Food Waste excludes fats, oils, and grease when such materials 338 are Source Separated from other Food Waste. 339

1.52 Franchise Fee. “Franchise Fee” means a payment that the Contractor has voluntarily 340 agreed to pay to City in consideration of the exclusive rights granted by the City under this Agreement. City 341 and Contractor acknowledge and agree that the amount of the Franchise Fee is the result of bona fide, arms-342 length negotiations between City and Contractor. Contractor further acknowledges and agrees that the 343 amount of the Franchise Fee represents the City’s costs associated with this Agreement, payment for use of 344 government property, and the repairing the impacts of solid waste collection service on government property. 345 Contractor is not required by this Agreement or any City ordinance, resolution, or regulation to charge the 346 Franchise Fee to Customers, but is a cost of doing business. Because the Franchise Fee represents a cost 347 to Contractor in performing services pursuant to this Agreement, Contractor may, in its sole discretion, include 348 an amount equal to the Franchise Fee in Contractor’s compensation. 349

1.53 Garbage. “Garbage” means all putrescible and non-putrescible solid, semi-solid, and 350 associated liquid waste generated or accumulated through the normal activities of a Premises. Garbage does 351 not include Recyclable Materials, Organic Waste, or Bulky Waste that is source-separated and set out for 352 purposes of Collection and Recycling. 353

1.54 Green Waste. “Green Waste” means grass clippings, leaves, landscape and pruning 354 waste, wood materials from trees and shrubs, and other forms of organic materials generated from 355 landscapes or gardens. 356

1.55 Gross Revenue. “Gross Revenue” means all monetary amounts actually Collected or 357 received by Contractor for the provision of all services pursuant to this Agreement, including, but not limited 358 to: all receipts from Service Recipients, inclusive of late charges, contamination charges, Franchise Fees, or 359 any other cost of doing business. “Gross Revenue”, for purposes of this Agreement, does not include 360 revenues generated from the sale of Recyclable Material, Compost, or energy; or grants, cash awards, State 361 of California Department of Conservation payments, or rebates resulting from the performance of this 362 Agreement. 363

1.56 Hazardous Waste. “Hazardous Waste” shall have the meaning set forth in California Code 364 of Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor laws and regulations 365 as may be amended from time to time. 366

1.57 Holiday. “Holiday” means New Year’s Day, President’s Day, Memorial Day, Independence 367 Day, Labor Day, Veterans Day, Thanksgiving Day, Christmas Day, and any other day recognized by 368 resolution of the City Council as a day on which waste Collection Service will not be provided until the following 369 day, excluding Sunday. 370

1.58 RESERVED 371

1.59 Household Hazardous Waste (HHW). “HHW” means that waste resulting from products 372 purchased by the general public for household use which, because of its quantity, concentration, or physical, 373 chemical or infectious characteristics, may pose a substantial known or potential hazard to human health or 374 the environment when improperly treated, Disposed, or otherwise managed, or, in combination with other 375 Solid Waste, may be infectious, explosive, poisonous, caustic, or toxic, or exhibit any of the characteristics of 376 ignitability, corrosivity, reactivity, or toxicity as per California Code of Regulations Title 22, Division 4.5, 377 Chapter 11, Section 66261.3. 378

1.60 Joint Exercise of Powers Agreement (JEPA). "Joint Exercise of Powers Agreement" means 379 the joint exercise of powers agreement creating the Authority by and among the cities of El Cerrito, Hercules, 380 Pinole, Richmond and San Pablo, including any subsequent amendments thereto. 381

1.61 RESERVED 382

1.62 Materials Recovery Facility. “Materials Recovery Facility” means the facility listed in Exhibit 383 8 to which Recyclable Materials are brought for separation into marketable Recyclable Materials. 384

1.63 Maximum Rate. “Maximum Rate” means the maximum amount that Contractor may charge 385 Service Recipients for Solid Waste Collection, as listed in Exhibit 1, and as may be adjusted in accordance 386 with the provisions of this Agreement. The Maximum Rate does not include any post-collection services rate 387 (for processing, composting, disposal, etc.) that may exist for Service Recipients for any post collection 388 services, including such services as may be provided under one or more post-collection agreements. 389

1.64 Multi-Family Dwelling (MFD) Collection Service. “MFD Collection Service” means 390 Collection Service that serves a Multi-Family Dwelling of five or more Dwelling Units, and specifically includes 391 the following: 392
A. MFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 393 MFD Service Units in the Service Area, and the delivery of that Garbage to the Disposal Facility. 394 B. MFD Organic Waste Collection Service. The Collection of Organic Waste, by 395 Contractor, from MFD Service Units in the Service Area, and the delivery of those Organic Waste materials 396 to the Organic Waste Processing Facility. 397
C. MFD Recyclable Materials Service. The Collection of Recyclables Materials by the 398 Contractor from MFD Service Units in the Service Area, and the delivery of those Recyclable Materials to 399 the Materials Recovery Facility. 400

1.65 Municipal Code. “Municipal Code” means the City of Hercules Municipal Code. 401

1.66 Non-Collection Notice. “Non-Collection Notice” means a written notice approved by the 402 Agreement Administrator that notifies a Service Recipient of the reason Contractor did not Collect Solid Waste 403 set out for Collection. 404

1.67 Organic Waste. “Organic Waste” has the same meaning as set forth in Section 5-2.01 of 405 the Hercules Municipal Code and means Food Waste, Green Waste, Wood Waste, and food-soiled paper 406 waste that is mixed in with Food Waste. Plastic bags, including compostable plastic bags, are not accepted 407 in the City’s Organic Materials Collection program unless otherwise determined mutually by City and 408 Contractor. Paper products and printing and writing paper, each as defined in SB 1383, may be placed in 409 either the Recyclable Materials Container or the Organic Waste Container. Carpet and textiles, as well as 410 compostable plastic materials, may not be placed in either the Recyclable Materials Container or the Organic 411 Waste Container. 412

1.68 Organic Waste Collection Service. “Organic Waste Collection Service” means the 413 Collection of Organic Waste from Service Units, and the delivery of those Organic Waste materials to the 414 Organic Waste Processing Facility. 415

1.69 Organic Waste Processing Facility. “Organic Waste Processing Facility” means the facility 416 designed, operated, and legally permitted for the purpose of receiving and processing Food Waste, Green 417 Waste, and Organic Waste listed in Exhibit 8. 418

1.70 Overage. “Overage” means Solid Waste set out for Collection either on top of or outside of 419 a Container or in any manner that either prevents the Container lid from completely closing or potentially 420 causes Solid Waste to spill during Collection by Contractor’s vehicles. 421

1.71 Premises. “Premises” means any land or building in the City where waste is generated or 422 accumulated. 423

1.72 Post-Collection Rate. “Post-collection rate” means the amount that Service Recipients may 424 be charged independently of this Collection Agreement for post collection services, including under a post-425 collection agreement, such as the West Contra Costa County Integrated Waste Management Authority Post-426 Collection Agreement, which is governed by the West Contra Costa County Integrated Waste Management 427 Authority. 428

1.73 Prohibited Container Contaminants. “Prohibited Container Contaminants” means any of 429 the following, but does not include Organic Waste specifically allowed for Collection in a Container that is 430 required to be transported to a high Diversion Organic Waste processing facility if the waste is specifically 431 identified as acceptable for Collection in that Container in a manner that complies with the requirements of 432 14 CCR Section 18984.1, 18984.2, or 18984.3: (A) Non-Organic Waste placed in a Collection Container 433 designated for Organic Waste provided pursuant to 14 CCR Section 18984.1 or 18984.2; (B) Organic Wastes 434 that are carpet, hazardous Wood Waste, or non-compostable paper placed in the Collection Container that 435 is part of an Organic Waste Collection Service provided pursuant to 14 CCR Section 18984.1 or 18984.2; (C) 436 Organic Wastes placed in a Collection Container designated for Garbage, that pursuant to 14 CCR Section 437 18984.1 or 18984.2 were intended to be Collected separately in a Collection Container designated for Organic 438 Waste or Recyclable Materials; (D) Organic Wastes placed in the Collection Container designated for 439 Recyclable Materials shall be considered Prohibited Container Contaminants when those wastes were 440 specifically identified in this Agreement, or through local ordinance for Collection in the Container designated 441 for Organic Waste, or mutually agreed to and promulgated by the City and Contractor. Paper products, 442

printing and writing paper, wood, and dry lumber may be considered acceptable and not considered 443 Prohibited Container Contaminants if they are placed in Collection Container designated for Recyclable 444 Materials; and (E) Exempt Waste placed in any Collection Container. 445

1.74 Quarter. “Quarter” means a three-month period during a calendar year. The first Quarter is 446 January through March. The second Quarter is April through June. The third Quarter is July through 447 September. The fourth Quarter is October through December. 448

1.75 Rate Year. “Rate Year” means the period of January 1 to December 31 for each year during 449 the Term of this Agreement. 450

1.76 Recyclable Materials. “Recyclable Materials” means those materials that are separated 451 from Solid Waste prior to Disposal to be recycled, consistent with the requirements of the Act. Recyclable 452 Materials that can be placed in the Recyclable Materials Container are listed in Exhibit 11, and the term also 453 includes any other items determined by the Agreement Administrator. 454

1.77 Recycling. “Recycling” means the process of Collecting, sorting, cleansing, treating, and/or 455 marketing Recyclable Materials that would otherwise become Garbage, and returning them to the economic 456 mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality 457 standards necessary to be used in the marketplace. The Collection, transportation, or Disposal of Solid Waste 458 not intended for, or capable of, reuse is not Recycling. “Recycling” does not include transformation as defined 459 in Public Resources Code Section 40201. Paper products and printing and writing paper, each as defined in 460 SB 1383, may be placed in either the Recyclable Materials Container or the Organic Waste Container. Carpet 461 and textiles, as well as compostable plastic materials, may not be placed in either the Recyclable Materials 462 Container or the Organic Waste Container. 463

1.78 Residential Collection Service. “Residential Collection Service” means ongoing regularly 464 scheduled Collection of Solid Waste by an Exclusive Franchise from Residential Service Units and MFD 465 Service Units, and the delivery of that Solid Waste to the Disposal Facility, Materials Recovery Facility, and/or 466 Organic Waste Processing Facility. 467

1.79 Residential Premises. “Residential Premises” means: (i) any building or structure, or 468 portion thereof, that is used for residential housing purposes and has four (4) or fewer distinct living units; and 469 (ii) any multiple-unit residential complex which, with the prior written approval of the City Manager, receives 470 Solid Waste Collection using standard residential Containers. 471

1.80 Roll-Off Container. “Roll-Off Container” means a large open-top rectangular metal 472 Container used to store and transport Solid Waste, Recyclable Materials, Green Waste, Construction and 473 Demolition Debris, or other materials, with a capacity of ten (10) or more cubic yards, that is normally loaded 474 onto a specialized Collection vehicle and transported to the appropriate facility. 475

1.81 SB 1383. “SB 1383” means State of California Senate Bill 1383, Short-lived Climate 476 Pollutants: Organic Waste Reductions, approved September 19, 2016, and the regulations implementing the 477 law, Title 14, Code of California Regulations (CCR), Chapter 12. 478

1.82 SB 54. “SB 54” means State of California Senate Bill 54, Plastic Pollution Prevention and 479 Packaging Producer Responsibility Act, approved June 30, 2022, , adding Chapter 3 within Part 3 of Division 480 30 of the California Public Resources Code. 481

1.83 Self-Haul. “Self-Haul” means the Collection of Solid Waste by the resident, owner, or 482 occupant of the Premises on which the Solid Waste was generated, and in compliance with the requirements 483 of the Municipal Code. 484

1.84 Service Area. “Service Area” means that area within the city limits of the City of Hercules 485 designated by City as the Service Area. 486

1.85 Service Recipient. “Service Recipient” means an individual or entity receiving Collection 487 Service. Service Recipient and Customer are used interchangeably depending on context. 488

1.86 Service Unit. “Service Unit” means a single subscriber to Contractor’s Solid Waste 489 Collection. Service Unit specifically includes the following: 490 A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll-Off Container(s) 491 for the accumulation and set-out of Solid Waste. City Service Units may be modified by written notice to 492 Contractor by the City. 493
B. Commercial Service Unit. All retail, professional, wholesale, and industrial 494 facilities, as well as other commercial enterprises offering goods or services to the public, that utilize a 495 Garbage Bin, Cart, Compactor, or Roll-Off Container for the accumulation and set-out of Commercial 496 Solid Waste. 497
C. Multi-Family Dwelling (MFD) Service Unit. “Multi-Family Dwelling” and “MFD” shall 498 mean any building or structure, or portion thereof, including but not limited to Mobile Home Parks, used 499 for residential purposes, and having five (5) or greater distinct living units. A MFD Service Unit refers to 500 any Multi-Family Dwelling Unit in the Service Area utilizing a Cart for the accumulation and set out of 501 Solid Waste originating from MFD Residential Premises. 502 D. Single-Family Dwelling (SFD) Service Unit. “Single-Family Dwelling” and “SFD” 503 shall mean any building or structure, or portion thereof, including but not limited to Mobile Home Parks, used 504 for residential purposes, and having four (4) or fewer distinct living units. A SFD Service Unit refers to any 505 Single-Family Dwelling Unit in the Service Area utilizing a Cart for the accumulation and set out of Solid 506 Waste originating from SFD Residential Premises. The term SFD Service Unit is inclusive of all SFD Dwelling 507 Units regardless of how many SFD Dwelling Units sit on a single parcel; though multiple Dwelling Units may 508 exist on one parcel, to the extent that one SFD Dwelling has four (4) or fewer distinct living units, it shall be 509 treated as a SFD Service Unit. 510

1.02 SFD Collection Service. “SFD Collection Service” means SFD Garbage Collection Service, 511 SFD Recyclable Materials Service, SFD Organic Waste Collection Service, and SFD Bulky Waste 512 Collection Service. 513

A. SFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 514 SFD Service Units in the Service Area, and the delivery of that Garbage to the Disposal Facility. 515 B. Bulky Waste Collection Service. The periodic on-call Collection of Bulky Waste, by 516 Contractor, from SFD Service Units in the Service Area, and the delivery of those Bulky Waste to the 517 Disposal Facility, Materials Recovery Facility, or other such facility as may be appropriate under the terms 518 of this Agreement. SFD Bulky Waste Collection Service does not include the Collection of Bulky Waste 519 using Roll-Off Containers. 520
C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by 521 Contractor, for SFD Service Units in the Service Area, and the delivery of those Organic Waste Materials 522 to the Organic Waste Processing Facility. 523
D. SFD Recyclable Materials Service. The Collection of Recyclable Materials, 524 including dry-cell household batteries when set out by the Service Recipient in heavy duty plastic bags 525 and placed on the Recyclable Materials Cart, by the Contractor from SFD Service Units in the Service 526 Area the delivery of those Recyclable Materials to the Materials Recovery Facility. 527

1.03 Single-Family Dwelling or SFD. “Single-Family Dwelling” or “SFD” means any residential 528 Premises with four (4) or fewer single attached Dwelling Units, each designed for use by one bona fide 529 housekeeping group. 530

1.04 Sludge. “Sludge” means the accumulated solids, residues, and precipitates generated as 531 a result of waste treatment or processing, including wastewater treatment, water supply treatment, or 532 operation of an air pollution control facility, as well as mixed liquids and solids pumped from septic tanks, 533 grease traps, privies, or similar disposal appurtenances, or any other such waste having similar 534 characteristics or effects. 535

1.05 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, semisolid, and 536 liquid wastes, including Garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and 537 construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, 538 dewatered, treated, or chemically fixed sewage Sludge which is not Hazardous Waste, vegetable or animal 539 solid and semisolid wastes, and other discarded solid and semisolid wastes, as set forth in California 540 Public Resources Code Section 40191(a)(b), as amended from time to time. Solid Waste includes 541 Recyclable Materials but does not include (1) Hazardous Waste; (2) radioactive waste regulated pursuant 542 to the Health and Safety Code Section 114960 et seq.; and (3) medical waste regulated pursuant to the 543 Health and Safety Code Section 117600 et seq. 544

1.06 Solid Waste Collection. “Solid Waste Collection” means the Collection of Garbage, 545 Recyclable Materials, and Organic Waste within the corporate limits of City, and the transportation of such 546 material to appropriate places for processing, Recycling, Composting, and/or Disposal. 547

1.07 Source Separated. “Source Separated” means materials that have been kept separate in 548 the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing in 549 order to return them to the economic mainstream in the form of raw material for new, reused, or 550

reconstituted products, which meet the quality standards necessary to be used in the marketplace, or as 551 otherwise defined in 14 CCR Section 17402.5(b)(4). 552

1.08 Source Reduction and Recycling Element (SRRE). “SRRE” means a formal planning 553 document that demonstrates how the City will comply with the Act’s Diversion goals. 554

1.09 Term. “Term” means the time period or duration for which the Agreement is in effect. 555

1.10 RESERVED 556

1.11 RESERVED 557

1.12 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 8 for 558 conveyance of Solid Waste Collected by Contractor into larger vehicles prior to transportation of the Solid 559 Waste to the Disposal Facility or Processing Facility. 560

1.13 Unicycling. “Unicycling” means a method of separating trash and Recyclable Materials in 561 a single Collection Container. Garbage materials are Collected in bags and deposited into the Collection 562 Container, and Recyclable Materials are deposited into the Collection Container loose and unbagged. 563

1.14 Universal Waste or U-Waste. “Universal Waste” or “U-Waste” means electronic devices, 564 dry-cell batteries, non-empty aerosol cans, fluorescent lamps, fluorescent bulbs, mercury thermostats, and 565 other mercury-containing equipment. 566

1.15 Waste. “Waste” means the useless, unused, unwanted, or discarded material and debris 567 resulting from normal residential and commercial activity or materials which, by their presence, may 568 injuriously affect the health, safety, and comfort of persons or depreciate property values in the vicinity 569 thereof. 570

1.16 Waste Generator. “Waste Generator” means any person, as defined by the most current 571 version of the Public Resources Code, whose act or process produces Solid Waste as defined in that 572 same code, or whose act first causes Solid Waste to become subject to regulation. 573

1.17 West Contra Costa Integrated Waste Management Authority or “Authority”. A joint exercise 574 of powers authority established and existing pursuant to Government Code Section 6500 et seq., or any 575 successor entity and shall have the same meaning as defined in the Joint Power Agreement. 576

1.18 Workday. “Workday” means any day, Monday through Saturday, that is not a Holiday as 577 set forth in this Agreement. 578

1.19 Wood Waste. “Wood Waste” means Solid Waste consisting of stumps, large branches, 579 tree trunks, and wood pieces or particles that are generated from the manufacturing or production of wood 580 products; harvesting, processing, or storage of raw wood materials; or Construction and Demolition 581 activities. 582

ARTICLE 2 Term of Agreement 583

2.01 Term of Agreement. The Term of this Agreement will be for a period beginning July 1, 584 2025, and terminating on June 30, 2040. Contractor shall commence performance of its Solid Waste 585 Collection obligations under this Agreement on July 1, 2025 (“Commencement Date”). 586 ARTICLE 3 Conditions Governing Services Provided By Contractor 587

3.01 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 588 conditions set forth herein, including the limitations set forth in Sections 3.02 and 3.03, the exclusive 589 franchise, right, and privilege to collect, remove, and dispose of, in a lawful manner, Solid Waste, 590 Recyclable Materials, and Organic Materials accumulating in the City’s Service Area for the Term of and 591 within the scope set forth in this Agreement. 592

3.02 Recyclable Materials, Organic Waste, and Bulky Waste Discarded by Service Recipients. 593 This Agreement shall not prohibit any person from selling Recyclable Materials or Organic Waste or giving 594 Recyclable Materials or Organic Waste away to persons or entities other than Contractor. However, in 595 either instance: (1) the Recyclable Materials and Organic Waste must be Source Separated from and not 596 mixed with other Solid Waste; and (2) the seller/donor may not pay the buyer/donee any consideration for 597 Collecting, processing, or transporting such Recyclable Materials or Organic Waste. A discount or 598 reduction in the price for Collection, Disposal, and/or Recycling services for any form of un-segregated or 599 segregated Solid Waste is not a sale or donation of Recyclable Materials or Organic Waste, and such 600 Solid Waste does not qualify for this exception. However, once the Recyclable Materials or Organic Waste 601 have been placed in the Collection Container and the Container set out for Collection, the Recyclable 602 Materials or Organic Waste become the property of Contractor and cannot be sold or donated. 603

3.03 Exclusions to Exclusivity. 604
A. Specialized Recyclable Materials. If Contractor expressly advises City in writing that 605 it is unable or unwilling to Collect and process for specific Diversion specialized materials after being 606 provided the opportunity in writing to provide the specific service(s), including, but not limited to, Organic 607 Waste, metals, Construction and Demolition Debris, laboratory waste, pallets, clothing, shoes, textiles, 608 plastic, and others, and a third party is able to re-use or Recycle one or more of these materials, Service 609 Recipients shall have the right to engage the third-party recycler to Collect and Recycle those Source-610 Separated Recyclable Materials, provided however that the service provider is subject to the same terms 611 and conditions of service. 612
B. Recyclable Materials Sold By Commercial Generator. If the Waste Generator at a 613 Commercial Service Unit has Source Separated Recyclable Material, the Waste Generator is entitled to sell 614 that Recyclable Material, when such collector is permitted as appropriate under the City Municipal Code. 615 C. Byproducts of Food and Beverage Processing. Under AB 3036 (2018), certain 616 byproducts from the processing of food or beverages from agricultural or industrial sources, provided they 617 do not include animal, including fish, processing byproducts, they are Source-Separated, they are not 618

discarded, and they are used as animal feed, are exempted from this Exclusive Franchise Agreement. 619 Entities requesting exemption must apply to the City and be any of the following: registered pursuant to 620 Section 110460 of the Health and Safety Code or be exempted from registration pursuant to Section 110480 621 of the Health and Safety Code or be a beer manufacturer as defined in Section 23012 of the Business and 622 Professions Code, or be a distilled spirits manufacturer, as defined in Section 23015 of the Business and 623 Professions Code. 624
D. Donated Solid Waste. Recyclable Materials, Organic Waste, or Bulky Waste which 625 is Source Separated at any Premises by the waste generator and donated to youth, civic, or charitable 626 organizations qualified as such pursuant to Federal law. 627 E. Gardening or Landscape Services. Green Waste removed from a Premises by a 628 gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that 629 company rather than as a hauling service. 630
F. Self-Haul. Service Recipients may choose to Self-Haul Solid Waste to Disposal or 631 Processing Facilities, to the extent authorized by the Municipal Code. 632 G. Materials Generated or Accumulated During An Emergency or Disaster. During an 633 emergency or disaster, as determined by City in its sole discretion, City may enlist additional contractors or 634 other entities in the Collection, transportation, and/or Disposal of any and all types of materials that are 635 generated or accumulated. In particular, the City may choose to pursue reimbursement of disaster services 636 through the Federal Emergency Management Agency (FEMA), which would require that the associated 637 disaster services be secured via a competitive bidding process. Contractor shall not be prohibited by any 638 part of this Agreement from participating in this competitive bidding process, but City shall be free to put 639 services associated with declared disasters out to bid in accordance with FEMA requirements and enlist 640 additional contractors based on the results of that process. 641

3.04 Responsibility for Service Billing and Collection. Contractor is responsible for the billing 642 and collection of payments for Solid Waste Collection within the Service Area. 643 ARTICLE 4 Franchise Fees and Payments 644

4.01 Contractor’s Payments to City. The Parties agree that all fees and any payments owed by 645 Contractor to City under this Agreement are the product of extensive negotiations and constitute valid 646 consideration for the rights and privileges granted to Contractor under this Agreement. 647

4.02 Reimbursement for the Cost of Negotiation Process. Contractor shall reimburse the City a 648 one-time fee of Thirty-Five Thousand Dollars ($35,000) for the cost of the Franchise Agreement 649 solicitation, evaluation, negotiation, and award process. This fee shall be due and payable on the thirtieth 650 (30th) day after the Effective Date of the Agreement. 651

4.03 Monthly Fees and Payments. The following monthly fees and payments shall be due and 652 payable on the twentieth day of the month following the end of each month for which Solid Waste Collection 653

was provided, with the first such payment being due on August 20, 2025. The City Council may adjust the 654 Monthly Fees by resolution, in which case Contractor shall be entitled to an adjustment to Maximum 655 Service Rates as a City-directed change in accordance with Section 30.01. The Monthly Fees shall be 656 accompanied at the time of payment by a written report, in a format acceptable to the City, setting forth 657 the calculations Contractor used to determine the amount due and the basis for those calculations. Figures 658 used in the report shall be taken from Contractor’s general books of account, and Contractor shall retain 659 all supporting documentation in accordance with the records retention requirements in Section 22.01. 660 A. Franchise Fee. Contractor shall pay to City a Franchise Fee in the amount of 661 $805,000 annually, or $67,083 per month. The Franchise Fee shall be due and payable monthly within 662 twenty (20) days following the end of each month. If payment is not received within said twenty (20) day 663 period, interest shall accrue thereon at the maximum interest rate permitted under California law, but not to 664 exceed ten (10) percent per annum. 665
B. Adjustments to Franchise Fee. At any time that the Maximum Rates are adjusted 666 as described in Article 6 and elsewhere in this Agreement, the Franchise Fee shall be adjusted by the same 667 proportional increase. 668

4.04 Adjustments to Fees. City may set other fees or adjust the fees established in this Article 669 from time to time during the Term of this Agreement, and such adjustments and any Franchise Fee 670 adjustments shall be included in the adjustment of Maximum Rates as described in Exhibit 1. 671

4.05 Time and Method of Payment. Contractor shall pay all amounts owed under this Article 672 without prior notice or demand and without abatement, deduction, offset, or credit in lawful money of the 673 United States, on or before the applicable due date, unless the due date lands on a weekend or Holiday, 674 in which case the due date shall be the next Business Day. If sent by U.S. mail, the remittance must be 675 post-marked on or before the due date. If hand-delivered, Contractor must request and receive a date-676 stamped receipt from the City by 5:00 p.m. Pacific Time (PT) on the due date. 677

4.06 Franchise Fee Disputes. In the event of any disputes between the Contractor and the City 678 with respect to the fees described in this Article, the City shall provide the Contractor with written objection 679 within one hundred eighty (180) days of the receipt of the written report described in Section 4.03, 680 encompassing the dispute amount. The City shall state its objections in writing with reference to the 681 applicable portion(s) of the report and its reasons then known for its dispute. The Parties agree to meet 682 and confer regarding any such dispute. 683

4.07 In the event any City-Imposed fee (hereinafter “CIF”) is determined by a court to be 684 excessive, invalid, or unenforceable, then in accordance with the judgment or court order that is expressly 685 binding on the Parties hereto: (i) Contractor shall not charge or collect the future portion of such CIF; (ii) 686 to the extent the Customers are entitled to a reimbursement of any portion of such CIF, and City is required 687 to reimburse Contractor in the amount of such CIF previously remitted to City, thereafter Contractor shall 688 directly reimburse all Customers entitled to reimbursement in the amount attributable to each Customer 689 account. In no event shall Contractor retain any portion of the fees reimbursed by City; (iii) to the extent 690 the Customers are entitled to a reimbursement of such CIF, and City is required by a court to directly 691

reimburse Customers, Contractor shall assist City in identifying all Customers entitled to a reimbursement, 692 quantifying the reimbursement amount attributable to each Customer account, and obtaining and providing 693 to City any other information needed to satisfy the obligations imposed by a court; and (iv) City and 694 Contractor will, within thirty (30) days following such court decision, meet and confer to negotiate in good 695 faith and using reasonable efforts to attempt to agree on modifications to the Agreement. 696 ARTICLE 5 General Requirements 697

5.01 Service Standards. Contractor must perform all Solid Waste Collection under this 698 Agreement in a thorough and professional manner as described in Article 25, while meeting the minimum 699 performance and Diversion standards listed in Article 17, according to the Sustainability and Compliance 700 Plan (Exhibit 9) developed by the Contractor and approved by the City. 701

5.02 Labor and Equipment. Contractor must provide and maintain all labor, equipment, tools, 702 facilities, and personnel supervision required for the performance of Contractor’s obligations under this 703 Agreement. Contractor must always have sufficient backup equipment and labor to fulfill Contractor’s 704 obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of 705 labor, equipment, tools, facilities, or supervision will be provided or paid to Contractor by City or by any 706 Service Recipient except as expressly provided by this Agreement. 707

5.03 Holiday Service. The City observes New Year’s Day, Martin Luther King Jr. Day, 708 Independence Day, Labor Day, Thanksgiving Day, and Christmas Day as legal Holidays. Contractor is not 709 required to provide Solid Waste Collection or maintain office hours on the designated Holidays. In any 710 week in which one of these Holidays falls on a Workday, SFD Collection Services for the Holiday and each 711 Workday thereafter will be delayed one Workday for the remainder of the week, with normally scheduled 712 Friday SFD Collection Services being performed on Saturday. Commercial Collection Services will be 713 adjusted as set forth in Article 12, but must meet the minimum frequency requirements of one (1) time per 714 week. Solid Waste Collection will not take place on Sundays, unless previously authorized by the 715 Agreement Administrator. 716

5.04 Inspections. The City has the right to inspect Contractor’s facilities or Collection Vehicles 717 and their contents used to provide services pursuant to this Agreement at any reasonable time while 718 operating inside or outside the City without advance notice to the Contractor. 719

5.05 Commingling of Materials. 720
A. SFD Materials Collected in Hercules. Contractor may commingle SFD materials 721 Collected pursuant to this Agreement with any other material Collected by Contractor inside or outside the 722 City of Hercules with the express prior written authorization of the Agreement Administrator. At the time of 723 entering this Agreement, Contractor is the current service provider in the City and commingles SFD material 724 in the City with those of other nearby jurisdictions using an allocation methodology. By executing this 725 Agreement, City approves of Contractor’s current methodology allocating commingled volumes to City and 726 other jurisdictions. 727

B. Commercial Garbage Materials Collected in Hercules. Contractor may commingle 728 Commercial Garbage materials Collected pursuant to this Agreement with other materials Collected outside 729 the City of Hercules, provided that Contractor tracks the tonnage of Commercial material Collected inside 730 the City of Hercules separately using a City-approved allocation methodology. Changes to the allocation 731 methodology may only be made with the express prior written authorization of the Agreement Administrator. 732 By executing this Agreement, City approves of Contractor’s current methodology allocating commingled 733 volumes to City. 734
C. Recyclable Materials. Subject to Sections 10.09B, 11.08, and 12.05D, Contractor 735 may commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with other 736 material type Collected by Contractor with the express prior written authorization of the Agreement 737 Administrator. By executing this Agreement, City approves of Contractor’s current methodology allocating 738 commingled volumes to City. 739
D. Organic Waste. Subject to Sections 10.10C, 11.09, and 12.06, Contractor may not 740 at any time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any 741 other material type Collected by Contractor, without the express prior written authorization of the Agreement 742 Administrator. By executing this Agreement, City approves of Contractor’s current methodology allocating 743 commingled volumes to City. 744
E. Commingled Garbage and Recyclables. Only in special circumstances in which 745 separate Collection Containers pose a challenge due to space or logistical constraints, and with prior written 746 authorization of the Agreement Administrator, Contractor may Collect Commercial Garbage and Recyclable 747 Materials in the same Collection Container, using a Split-bin or Unicycling, for the purposes of processing 748 Recyclable Materials for Diversion. 749

5.06 Recyclable Materials and Organic Waste Contamination. Contractor must offer the Service 750 Recipients the correct combination of Cart and Bin sizes and Collection frequency beyond the minimum 751 bundled service requirements, as necessary, that matches their unique service needs to reduce 752 contamination of Recyclable Materials and Organic Waste, and to provide service at the least cost to 753 Service Recipient. To support City’s Diversion goals and Contractor’s Diversion Requirements as set forth 754 in Article 8, Contractor is only required to Collect and process Recyclable Materials if they have been 755 separated by the Service Recipient from Garbage and Organic Waste and will only be required to Collect 756 Organic Waste if it has been Source Separated by the Service Recipient from Garbage and Recyclable 757 Materials. 758
As part of Contractor’s Public Education Services under Section 20.02, Contractor has agreed to provide 759 outreach and support to Service Recipients as described in the Contractor’s Sustainability and Compliance 760 Plan provided as Exhibit 9 and the Education and Outreach Plan provided as Exhibit 10. Additionally, 761 Contractor’s route Collection personnel will report to Contractor’s supervisors if they observe potential 762 contamination problems and/or insufficient Collection capacity. For purposes of determining if Recyclable 763 Materials or Organic Waste are deemed to be contaminated, if, by visual or digital inspection, Recyclable 764 Materials are commingled with ten percent (10%) by weight or volume of Garbage or Organic Waste, or if, by 765 visual inspection, Organic Waste is commingled with three percent (3%) by volume of Garbage or Recyclable 766

Materials, then Recyclable Materials and/or Organic Waste will be deemed to be contaminated and 767 Contractor may take the following steps: 768

5.07 Violations by Service Recipients. The following provisions will apply to all Commercial, 769 MFD, and SFD Service Recipients. An occurrence is defined as an event of contamination in one day, 770 meaning that two occurrences cannot occur on the same day. 771 A. Two-Month Contamination Education Period. For the first two months following 772 commencement of this Agreement, all service recipients will be provided educational materials and 773 instructions on methods to properly source separate generated materials within the appropriate collection 774 containers and prevent contamination for a particular Container (i.e., Recyclable Materials or Organic 775 Waste). During this two-month contamination education period Contractor must Collect the contaminated 776 Container (as the container’s intended commodity) and must affix to the contaminated Container a 777 Contamination Violation Notice which contains instructions on the proper procedures for sorting Recyclable 778 Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, email, or in person 779 (which may be a Container tag that meets SB 1383 requirements), that any subsequent incidents of excess 780 contamination following this two-month contamination education period, the Service Recipient may be 781 charged a contamination fee for the contaminated Container, and Contractor may increase the Collection 782 Container size, or require an additional Collection Container. Contractor’s representative must also contact 783 the Service Recipient by phone, U.S. mail, email, or in person (which may be a Container tag that meets SB 784 1383 requirements) to ensure that they have the appropriate level of service for proper Collection of 785 Recyclable Materials and/or Organic Waste. Contractor must also document the contamination issue and 786 provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient’s 787 on-going contamination problems. For each new service account that is created during the term of this 788 Agreement, that service recipient will also be given a two-month contamination education period prior to the 789 assessment of a contamination fee for the contaminated Container. The procedures for such contamination 790 education period associated with the establishment of a new service account will follow those previously 791 described in this section during the first two months of this contract’s commencement. 792 B. Occurrences After the Two-Month Contamination Education Period. Upon 793 conclusion of the two-month contamination education period of contamination for a particular Container (i.e., 794 Recyclable Materials or Organic Waste), Contractor must Collect the contaminated Container (as the 795 Container’s intended commodity) and may charge the Service Recipient a contamination fee. Contractor 796 must continue providing the Recyclable Materials or Organic Waste Collection Services. Contractor must 797 provide (or have provided) digital/photographic documentation to the Service Recipient that clearly 798 documents the Service Recipient’s on-going contamination problems and written Notices of contamination 799 as described above. Contractor may request that the City require the customer to increase the Container 800 size or Collection frequency and impose a contamination surcharge on the account for a period of six months 801 or until the Service Recipient has demonstrated no contamination for a period of three consecutive months. 802 Contractor must document contamination issue and surcharge and notify City within five (5) Business Days 803 if Contractor imposes the contamination surcharge on the account. City will consult with Contractor and 804 consider and pursue, as applicable, appropriate legal remedies against offending Service Recipients to 805 secure discontinuance of the contamination. 806

C. Tracking Occurrences of Contamination. Each Contamination occurrence is 807 tracked annually per Calendar Year. Where contamination is occurring, and occurrences are consecutive 808 and unremedied, their count shall continue across Calendar Years until remedy occurs. 809 D. Disputes Over Excess Contamination Charges. If Service Recipient disputes a 810 contamination charge (which must be within thirty (30) days of them being assessed), Contractor will 811 temporarily halt any contamination charge and/or increased Maximum Service Rate resulting from increasing 812 the Collection Container size, or Collection frequency, and Contractor may request a ruling by the City 813 Manager to resolve the dispute. During the pendency of any request, Contractor may restore Container size 814 or number, or Collection frequency to the prior levels. A request by Contractor to the City Manager to rule 815 on any such dispute must be filed within ten (10) Business Days of Contractor’s halting of contamination 816 charge, or increased Maximum Rate, and must include written documentation and digital/visual evidence of 817 ongoing overall problems. The City Manager may request a meeting (in person or phone) with both the 818 Service Recipient and Contractor to resolve the dispute. Following such a meeting, the City Manager will 819 rule on the dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute 820 between Contractor and Service Recipient will be final. If the City Manager rules in favor of the Service 821 Recipient, Contractor will credit the disputed contamination charges or increased Maximum Service Rate. If 822 the City Manager rules in favor of Contractor, Contractor may charge Service Recipient the prior halted 823 contamination charge and/or increased Maximum Service Rate resulting from increasing the Collection 824 Container size or Collection frequency and may follow the steps for collection of delinquent accounts. 825 E. Overage and Correction Procedures. Contractor shall provide the Service 826 Recipients the correct combination of Collection Containers and Collection frequency that matches each 827 Service Recipient’s unique service needs to enable clean, efficient, and cost-effective Collection of Solid 828 Waste, Recyclable Materials, and Organic Waste. City and Contractor agree that overflow of Solid Waste 829 that is not properly in the Service Recipient’s Solid Waste Collection Containers negatively impacts public 830 health and safety. Contractor has also agreed to conduct Recycling audits and provide outreach and support 831 to Service Recipient accounts receiving the correct service level. However, if Service Recipients are found 832 to habitually overflow their Solid Waste Collection Containers (i.e., lid will not close, and/or material not 833 contained within Container), Contractor may take the steps listed below to correct Service Recipient’s on-834 going overflow of Solid Waste. 835
F. Prior Arrangements for Collection. If the Service Recipient has made prior 836 arrangements with Contractor for Collection of Solid Waste Overages, Contractor must Collect such 837 Overages as arranged, and may charge the Service Recipient the Solid Waste Overage fee (prior 838 arrangement). 839
G. No Prior Arrangements. If the Service Recipient has not made prior arrangements 840 with Contractor for Collection of Solid Waste Overage, (i) Contractor may Collect such Solid Waste Overage 841 at no additional charge as a courtesy, (ii) Contractor may not Collect the Solid Waste Overage and leave a 842 Non-Collection Notice explaining the reason for non-collection of the Solid Waste Overage, (iii) Contractor 843 may Collect the Solid Waste Overage (up to two lifts) and charge the Service Recipient the Solid Waste 844 Overage fee (no prior arrangement) set forth in Exhibit 1 as provided below, or increase the capacity or 845

frequency of Collection of the existing Collection Container(s) to match documented service needs as 846 provided below. In managing Solid Waste Overages, the following apply: 847 H. SFD Service Recipients – Each Occurrence. For each occurrence Contractor will 848 not Collect the Solid Waste Overage because the Collection Container could not be serviced by normal 849 operating procedures or cause spillage upon servicing, Contractor must provide written notice via email, 850 U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient with the date, 851 description, and photograph of the Solid Waste Overage. Contractor’s Non-Collection Notice for SFD Service 852 Recipients shall also contain instructions on (a) how to schedule a Bulky Waste Collection or (b) request an 853 additional Collection Container to eliminate future Overages. For each occurrence Contractor charges a 854 Service Recipient the Solid Waste Overage fee (no prior arrangement) set forth in Exhibit 1, Contractor will 855 document the physical condition of the Collection Container and associated Overage with one or more 856 photographs and retain this documentation for the period of six (6) months. 857 I. Commercial and MFD Service Recipients – Each Occurrence. Contractor must 858 provide a written notice on the Container and may provide a copy of the notice via email, U.S. mail, or in 859 person (which may be by Non-Collection Notice) to the Service Recipient with the date, description, and 860 photograph of the Solid Waste Overage. Contractor’s Non-Collection Notice for MFD Service Recipients 861 shall also contain instructions on (a) how to schedule a Bulky Waste Collection or (b) request an additional 862 Collection Container to eliminate future Overage. Contractor may Collect the Solid Waste Overage and may 863 charge the Service Recipient a Solid Waste Overage fee, and increase the capacity or Collection frequency 864 of the Collection Container to match documented service needs. At least ten (10) Business Days prior to 865 increasing the Collection Container size or frequency of Collection, Contractor’s representative must also 866 contact the Service Recipient by phone, U.S. mail, email, or in person (which may be by Non-Collection 867 Notice) to ensure that Service Recipient has the appropriate level of service. Contractor must document 868 Overage issue and notify City within ten (10) Business Days of any changes in Service Recipient’s Collection 869 Container size or Collection frequency. The increased capacity or Collection frequency will remain in effect 870 until Contractor determines that it is no longer needed to prevent Overages, which may be longer than the 871 one Calendar Year stated above. Such determination will be in Contractor’s sole but reasonable discretion 872 and will be subject to the dispute resolution procedure set forth below. City will consider, and pursue as 873 applicable, appropriate legal remedies against offending Service Recipients in order to secure 874 discontinuance of the Overages. 875
J. Tracking Occurrences of Solid Waste Overage. After twelve (12) months have 876 passed from the last applicable Solid Waste Overage occurrence, the next Solid Waste Overage occurrence 877 will be deemed a first Solid Waste Overage occurrence. 878 K. Disputes Over Container Overflow Charges. If Service Recipient disputes a Solid 879 Waste Overage charge or Container size or Collection frequency change within 30 days of the disputed 880 action, Contractor must temporarily halt Solid Waste Overage charge and/or increased Maximum Service 881 Rate resulting from increasing the Collection Container size or Collection frequency, and Contractor may 882 request a ruling by the City Manager to resolve the dispute. During the pendency of any request, Contractor 883 may restore Container size or number, or Collection frequency, to the prior levels. A request by Contractor 884 to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of Contractor’s 885

halting of Solid Waste Overage charge, or increased Maximum Rate, and must include written 886 documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a 887 meeting (in person or phone) with both the Service Recipient and Contractor to resolve the dispute. Following 888 such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City 889 Manager’s decision on resolving the dispute between Contractor and Service Recipient will be final. If the 890 City Manager rules in favor of the Service Recipient, Contractor must credit the disputed charge or increased 891 Maximum Service Rate. If the City Manager rules in favor of Contractor, Contractor may charge Service 892 Recipient the prior halted Solid Waste Overage charge and/or increased Maximum Service Rate resulting 893 from increasing the Solid Waste Collection Container size or Collection frequency and may follow the steps 894 for collection of delinquent accounts. 895
L. Notifying City of Habitual Overflow. Contractor shall notify the City regarding 896 Commercial and MFD Customers that habitually overflow their Containers, where habitual overflow is 897 defined as three (3) or more instances per Quarter, so that the City can take appropriate action with such 898 Customers to secure discontinuance of the Overages. 899

5.08 Ownership of Materials. Except as provided otherwise under Applicable Law, title to 900 Residential Waste, Commercial Solid Waste, Recyclable Materials, and Organic Waste will pass to 901 Contractor at such time as said materials that are set out for Collection are collected and placed in 902 Contractor’s collection vehicle. The foregoing notwithstanding, at no time shall title to Excluded Waste 903 pass to Contractor or City. Neither Contractor nor City shall not be deemed an owner of Excluded Waste 904 for any purpose. 905

5.09 Spillage and Litter. Contractor may not litter Premises in the process of providing Solid 906 Waste Collection or while its vehicles are on the road. Contractor must transport all materials Collected 907 under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials 908 from Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing Solid 909 Waste Collection so as to prevent spilling or dropping of Residential Waste, Commercial Solid Waste, 910 Recyclable Materials, or Organic Materials, and must immediately, at the time of occurrence, clean up 911 such spilled or dropped Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic 912 Materials. 913
A. Contractor is not responsible for cleaning up sanitary conditions caused by the 914 carelessness of the Service Recipient; however, Contractor must clean up any material or residue that is 915 spilled or scattered by Contractor or its employees, or from Overage. 916 B. Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting 917 from Contractor’s operations or equipment repair must be covered immediately with an absorptive material 918 and removed from the street surface. Contractor must document spillage and notify City’s stormwater 919 compliance coordinator within ninety (90) minutes of any spills resulting from Contractor’s operations or 920 equipment. When necessary, Contractor must apply a suitable cleaning agent and cleaning technique to the 921 street surface to provide adequate cleaning as approved by the City’s stormwater compliance coordinator to 922 be compliant with the City’s stormwater permit. 923

C. The above paragraphs notwithstanding, Contractor must initiate clean up any 924 spillage or litter caused by Contractor within ninety (90) minutes upon notice from the City. If City deems 925 necessary, Contractor must engage a third-party environmental clean-up specialist to remove any equipment 926 oil, hydraulic fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. 927 If clean-up is not conducted to the satisfaction of City, City has the right to engage environmental clean-up 928 specialist to perform additional clean-up work at the expense of Contractor. In the event of Contractor’s spill 929 or release of a Hazardous Substance, Contractor is responsible for promptly notifying any Federal, State, 930 County, or local governmental agency having jurisdiction over same as may be required under Federal, 931 State, County or local law or regulation. 932
D. In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., 933 any physical damage more than a simple cosmetic stain caused by the spill), Contractor shall be responsible 934 for all repairs to return the street to the same condition as that prior to the spill. Contractor shall be 935 responsible for all clean-up activities related to the spill. Repairs and clean-up shall be performed in a manner 936 satisfactory to the City and at no cost to the City. 937 E. To facilitate immediate clean-up, Contractor’s vehicles must always carry enough 938 petroleum absorbent materials, along with a broom and shovel. 939

5.10 SB 1383 Universal Roll-Out. Contractor shall provide Organic Materials Collection service 940 to all of its Customers within City who are subscribed to and pay for Solid Waste Collection service, unless 941 (i) the Customer is categorically exempted under City’s Municipal Code from the requirement to subscribe 942 for Organic Materials Collection service, (ii) the Customer qualifies for and is granted a State- or City-943 issued waiver. Contractor will work with Customers to appropriately size Collection Containers such that 944 source-separation of all materials is possible without any overflow of material, and if any disputes arise or 945 Overages occur, the City will make the final determination on proper Container size. 946

5.11 Regulations and Record Keeping. Contractor must comply with emergency notification 947 procedures required by Applicable Laws and regulatory requirements. All records required by regulations 948 must be maintained at Contractor’s offices. These records must include waste manifests, waste 949 inventories, waste characterization records, inspection records, incident reports, and training records. 950 ARTICLE 6 Collection Service Rates 951

6.01 Collection Service Rates. Contractor is solely responsible for determining the rates it will 952 charge for providing Solid Waste Collection, provided that Contractor shall not charge any Service 953 Recipient an amount that exceeds the applicable Maximum Service Rate set forth in Exhibit 1, which may 954 only be adjusted as provided in this Agreement. 955
A. The Maximum Service Rate set forth in Exhibit 1 is inclusive of the following 956 components: the Collection Rate due to Contractor, the Solid Waste Administration Fee collected by 957 Contractor and paid to the City and does not change annually, and the Post-Collection Charge which is 958 collected by Contractor and paid to the Authority in accordance with the terms of the Post-Collection 959

Agreement between the Authority, Contractor, and City, and any successors to such agreement in alignment 960 with the Joint Exercise of Powers Agreement. 961
B. Contractor shall, without regard to the amount collected pursuant to Section 6.01 of 962 this Agreement, pay over to Authority, without reduction, limitation, offset or adjustment of any kind, all 963 amounts authorized by Authority in accordance with Post-Collection Charge which are in addition to the 964 rates authorized to be charged at the Designated Facility or Facilities and said payment shall be made at 965 the times and in the manner specified by the Authority. 966 C. Notwithstanding any other provision of the Agreement, and in addition to all rates 967 and charges otherwise allowed under the Agreement, contractor shall collect from all residential and non- 968 residential customers whose Solid Waste is delivered to the Designated Facility or Facilities the collection 969 rate amounts specified by the Authority for such services and no more. 970

6.02 Senior Discount as Contractor’s Good Will. In exchange for the good will of the City and 971 the general public, Contractor voluntarily agrees to discount the rate it charges for Solid Waste Collection 972 provided to eligible Service Recipients (the “Discount”) and that the Discount shall neither impact the 973 Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients. The 974 Discount shall be in the amount of $2.00 per month. Contractor shall make the Discount available to any 975 person who demonstrates through appropriate documentation that they are: (i) 62 years of age or older; 976 and (ii) the service account holder; and (iii) the head of household and occupant at the Service Unit 977 address. Within thirty (30) days of the Commencement Date, Contractor shall provide educational 978 materials describing and explaining the availability and how to qualify for and receive the Discount to all 979 persons in the City currently subscribed to a discount rate program. Contractor shall thereafter advertise 980 the availability of the Discounted services on its website throughout the Term of this Agreement and at 981 least once per year by direct notice to all SFD Service Recipients. 982

6.03 Adjustments to Collection Rate using CPI. Beginning on January 1, 2027 and annually 983 thereafter, Contractor shall, subject to the provisions of this Section, receive an annual adjustment to the 984 Collection Rate component of customer rates. 985
A. CPI Adjustment Calculation. For Rate Year 2027, beginning on January 1, 2027, 986 and for subsequent years thereafter, the Collection Rate component shall be adjusted based on one hundred 987 percent (100%) of the average change in the CPI for the 12-month period from October to September. 988 Therefore, the first rate adjustment, effective January 1, 2027, will be based on the percentage change in 989 CPI for the average CPI value from October 1, 2025 to September 30, 2026, calculated as the percentage 990 difference between average CPI value for the previous year from October to September, same, rounded to 991 the nearest hundredth of a percent. The CPI used shall be for Water and Sewer and Trash (WST) collection 992 service in U.S. city average, all urban consumers, seasonally adjusted, published by U.S. Department of 993 Labor Bureau of Labor Statistics Series ID CUSR0000SEHG. 994 B. Rounding. Adjustments to the overall Maximum Service Rates shall be made only 995 in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making 996 adjustments. All CPI indices shall be rounded at two (2) decimal places for the adjustment calculations. 997

C. Maximum Service Rate Adjustment Request. On or before October/November 1 of 998 each year of the Term, Contractor shall deliver to City a request proposing adjustment to the Maximum 999 Service Rates for the subsequent calendar year (the “Adjustment Request”). The Adjustment Request shall 1000 be in a format as may be mutually agreed on between the City and Contractor and must contain or be 1001 accompanied by Contractor’s adjustment calculations for the specific services performed under this 1002 Agreement during the preceding Rate Year in Microsoft Excel or another electronic format acceptable to the 1003 City. Contractor shall be solely responsible for the cost of preparing the Adjustment Request. 1004

6.03.C.1 Corrections. In the event the City determines the Adjustment Request 1005 contains material errors or omissions, Contractor shall, at its sole cost, provide a corrected report to the 1006 City. 1007

6.03.C.2 Late Request. If Contractor fails to submit the Adjustment Request by 1008 November 1, the City may: (1) accept and consider the late Adjustment Report if the City, in its sole and 1009 reasonable discretion, deems there is sufficient time to review and approve the proposed adjustment in 1010 time for it to be implemented on January 1; or (2) accept and consider the late Adjustment Report at its 1011 earliest convenience, in which case any approved rate adjustment shall only go into effect prospectively 1012 thirty (30) days after the City’s approval. In no event shall Contractor apply any rate adjustment retroactively. 1013

6.03.C.3 No Request. If Contractor fails to provide any Adjustment Request, the 1014 Maximum Service Rate shall remain unchanged for the next calendar year. 1015

6.04 City Confirmation. If Contractor provides a timely Adjustment Report, the City Manager 1016 shall notify Contractor on or before December 1 whether the City has confirmed the Contractor’s 1017 calculations for the requested adjustments to the Maximum Service Rates for the next Rate Year. 1018 Contractor shall be solely responsible for the cost of preparing the Adjustment Request. In any Rate Year 1019 that the calculation of the CPI exceeds five percent (5%), the total adjustment for that year will equal five 1020 percent (5%) and any amount over the 5% cap will roll over and be added to the rate adjustment 1021 percentage in the following year. If the CPI is negative (after accounting for any applicable rollover 1022 percentages from prior years), there will be no CPI adjustment for that year. 1023

6.05 Contractor Payment for CPI review. If the City determines that Contractor has made 1024 substantial errors and has not properly submitted or correctly calculated the CPI adjustment, the City may 1025 add additional costs up to Five Thousand ($5,000) to conduct a second review and analysis. These 1026 payment amounts shall increase annually by the CPI Adjustment Calculation in Section 6.03. 1027

6.06 Adjustments Due to Change in Law. In addition to and separate from the adjustments set 1028 forth in Section 6.03, Contractor shall be entitled to an adjustment of the Service Rates as a result of a 1029 Change in Law. 1030
A. Governmental Fees and Charges. For a Change in Law that enacts or increases a 1031 governmental fee or charge levied on a per ton basis affecting Contractor’s disposition of Waste or 1032 Recyclable Materials or Organic Materials collected pursuant to this Agreement, City and Contractor shall 1033

meet and confer to determine the amount of such enacted fee or increased amount of the fee for inclusion 1034 in the Service Rates. 1035
B. Change in Law Affecting Contractor’s Agreement Obligations. For a Change in Law 1036 that affects Contractor’s performance of services required pursuant to this Agreement, Contractor shall be 1037 entitled to an equitable adjustment of the Service Rates as a result of the Change in Law. Upon Contractor 1038 providing written notice to City that a Change in law has affected Contractor’s performance of services, City 1039 and Contractor shall meet and confer to determine the impacts of the Change in Law on Contractor’s 1040 performance of services and costs associated with performance of the services, to determine the amount of 1041 adjustment to be made to Service Rates. City-requested changes in scope of services provided by 1042 Contractor (per Section 30.01) shall be handled pursuant to this section. 1043

6.07 Extraordinary Adjustments. Contractor and City acknowledge that there may be infrequent 1044 extraordinary events, including Change in Law, which, although they do not prevent either party from 1045 performing, and thus do not implicate the force majeure provisions hereof, nevertheless increase the cost 1046 of providing services above the Maximum Service Rate Adjustment articulated in Section 6.03. The 1047 obligation of the parties in such event is to act reasonably toward each other in arriving at an appropriate 1048 adjustment in rates. Accordingly, at its option, Contractor may apply to the City for an extraordinary rate 1049 adjustment should an event or circumstance arise which negatively impacts the economic operation of 1050 Contractor and which is in excess of the rate adjustment resulting from the application of Section 6.03. An 1051 extraordinary adjustment in rates will be deemed justified if it is necessary for the Contractor to make a 1052 substantial change in its operations, or substantial capital expenditure or investment to perform its 1053 obligations under this Agreement due to the occurrence of an event or circumstance which is beyond the 1054 reasonable control of Contractor. Extraordinary rate adjustments shall only be effective after approval by 1055 the City Council. 1056
A. Contractor’s Burden. In the event of such an application for an extraordinary rate 1057 increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable 1058 satisfaction of the City the basis for the extraordinary increase cost. Contractor shall bear the burden of 1059 justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient 1060 documentation in support of its request. City in its sole reasonable discretion may request Contractor to 1061 provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be 1062 solely responsible for the cost of providing such additional information. Contractor shall allow City to review 1063 a report of its annual revenues and expenses for the services provided in the City. City shall have the right 1064 to review this information in connection with the City’s review of Contractor’s extraordinary rate adjustment 1065 request. With respect to any financial statements or any other information Contractor specifically designates 1066 as non-public information (“Confidential Information”), City agrees that, except as otherwise set forth in this 1067 Section: (a) it will hold in confidence all Confidential Information; (b) it will restrict the disclosure of 1068 Confidential Information within its own organization and to its agents or representatives who need to know 1069 the Confidential Information for the purposes of the request; (c) it will not disclose Confidential Information 1070 to any third party without the prior written consent of the Contractor; (d) it will not copy or reproduce any 1071 written or electronically stored Confidential Information without the prior written approval of the Contractor; 1072 and (e) it will not use Confidential Information except as required for consideration of the request. City may 1073

consider increases or decreases in Contractor’s total revenues and total cost of services when reviewing an 1074 extraordinary rate adjustment request. Notwithstanding any other provision in this Section, the City will inform 1075 the Contractor upon receiving a California Public Records Act request or a subpoena for any Confidential 1076 Information by written notice delivered to the Contractor (“Notice”). The Contractor will have five (5) days 1077 from the date of the Notice to inform the City in writing of its intent to assert its confidentiality rights under 1078 this Agreement. The Contractor will then have fifteen (15) days from the date of the Notice to seek and obtain 1079 a court order or other judicial ruling to prevent the disclosure of the Confidential Information. If the Contractor 1080 fails to act within the five (5) or fifteen (15) day windows described above, the City may disclose the 1081 requested Confidential Information to the requestor or subpoenaing party. In the event Contractor seeks a 1082 court order to stay or enjoin the disclosure of the Records, Contractor agrees to indemnify and hold harmless 1083 the City, its Council, elected and appointed board or commission members, officers, employees, volunteers, 1084 and agents (collectively, "Indemnities") from and against any and all loss, liability, penalty, forfeiture, claim, 1085 demand, action, proceeding, or suit in law or equity of any and every kind and description, whether judicial, 1086 quasi-judicial, or administrative in nature, arising or resulting from or in any way connected with the subject 1087 of a CPRA, FOIA request, or subpoena for the Confidential Records. For the purposes of this Section, 1088 “Records” shall mean records created or maintained by Contractor in accordance with this Agreement, 1089 including those records that may include financial statements or Confidential Information of Contractor. 1090 Contractor’s indemnity obligation shall survive the expiration or termination of this Agreement. 1091 B. Review Costs. At the time of its request, Contractor shall also submit a payment to 1092 the City of Twenty-Five Thousand Dollars ($25,000) to defray the City’s costs to review the request. In the 1093 event the City’s reasonable costs exceed that amount, Contractor shall reimburse the City for any 1094 documented amount in excess. This payment amount shall increase annually by the CPI Adjustment 1095 Calculation in Section 6.03. 1096
C. Meet and Confer. The City and Contractor agree to meet and confer regarding the 1097 request and to negotiate in good faith regarding the appropriateness of the requested adjustment. 1098 D. City Review; Approval. City shall review the Contractor’s request and, in the City’s 1099 sole and reasonable judgment, make the final determination as to whether an adjustment to the Maximum 1100 Service Rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. 1101 Approval of the City Council shall be required for any Extraordinary Adjustments. The City shall notify 1102 Contractor of its decision within ninety (90) calendar days regarding whether it accepts Contractor’s request. 1103 Except as provided herein, any such change approved by the City shall not be implemented until July 1 of 1104 the next Rate Year unless a different timeframe is approved by the City Council. 1105

6.08 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is unable by 1106 operation of Applicable Law to approve or implement a rate increase under this Article 6, or some or all of 1107 the Maximum Service Rates are disallowed by operation of Applicable Law, Contractor will have the right, 1108 within thirty (30) days after notice of any such inability to approve or invalidation of an approved rate 1109 increase, to request, in writing, that City negotiate in good faith regarding reductions in programs, services, 1110 or fees to compensate for any negative impact from the unapproved or invalidated rate increase. If City 1111 fails to commence negotiations in good faith or negotiations are not completed within forty-five (45) days 1112

following the date of receipt of Contractor’s request, either party may terminate this Agreement no earlier 1113 than one hundred and eighty (180) days after written notice to the other. 1114 ARTICLE 7 Collection Service Billing 1115

7.01 Responsibility for Collection Service Billing and Collection. Contractor shall be solely 1116 responsible for the billing and collecting of payments for the Solid Waste Collection Services it provides 1117 within the Service Area. 1118

7.02 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or email, to 1119 each Service Recipient in advance of all services provided by Contractor under this Agreement. Contractor 1120 shall include an online payment option for all Customers regardless of invoice format. If sent by mail, 1121 invoices for each billing period shall be placed in a separate envelope accompanied by a self-addressed 1122 return envelope. All invoices shall include Contractor’s email address, include directions for payment by 1123 payment by check, credit card, or Automated Clearing House (ACH) debit, and shall include or be 1124 accompanied by a complete billing statement showing all charges and all services provided. Contractor’s 1125 online billing portal shall include clear instructions for how to contact the Contractor if the Service Recipient 1126 has questions about an invoice. City shall have the right to direct Contractor to revise the format of all 1127 invoices and billing statements upon reasonable notice to Contractor. 1128 A. Rate Components. The Contractor shall not separately itemize the Franchise Fee, 1129 nor any other rate component, in its invoices to customers. 1130

7.03 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner than the 1131 first day of the service period of Collections Services covered by the invoice. Contractor shall invoice 1132 Service Recipients once every month for Commercial Service Units and MFD Service Units and once 1133 every Quarter for SFD Service Units. SFD Service Units may opt to receive monthly invoices rather than 1134 quarterly invoices with no penalty. No invoice shall be due and payable sooner than the last day of the 1135 respective month or Quarter for which Solid Waste Collection is provided. 1136

7.04 Partial Month Service. If, during a month, a Service Unit is added to or deleted from 1137 Contractor’s Service Area, Contractor shall pro-rate billing to the Service Recipient on a weekly basis, 1138 meaning one-fourth of the applicable Maximum Service Rate found in Exhibit 1 multiplied by the number 1139 of weeks of service provided by Contractor. 1140

7.05 Overpayments. Contractor shall refund or issue a service credit for overpayments by 1141 Service Recipients no later than 60 days after Contractor discovers or is notified of the overpayment. 1142 Contractor shall refund every overpayment that: (1) exceeds two hundred dollars ($200) or the amount of 1143 Service Recipient’s typical invoice, whichever is less; or (2) is due to the Service Recipient closing the 1144 account prior to the end of the billing period. 1145

7.06 Delinquent Service Accounts. Contractor shall report all Service Recipients whose 1146 accounts are delinquent by more than ninety (90 days) to the Agreement Administrator on a monthly basis. 1147

7.07 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any other 1148 provision of this Article, Contractor reserves its right to, and may take such action as is legally available to 1149 Contractor, to collect or cause collection of past due invoice amounts or under-invoiced amounts; provided, 1150 however, that Contractor shall never discontinue Solid Waste Collection to any Service Unit. Contractor 1151 may send a written notice to Service Recipient regarding payments of Billings during the current period or 1152 for prior billed service period(s). 1153

7.08 Collection of Past Due Accounts. 1154
A. Contractor shall be responsible for collection of payment from Customers with past-1155 due accounts (“bad debt”). Contractor shall make reasonable efforts to obtain payment from delinquent 1156 accounts through issuance of late payment notices, making at least 3 telephone requests for payments to 1157 Customer and property owner (if the owner is a different Person or entity than the Customer), offering a 1158 Customer payment plan, and suspension of service in accordance with the following. 1159 B. At its option, Contractor may charge Customers a late payment fee for accounts 1160 that are over sixty (60) days past due provided that Contractor provides each Customer thirty (30) days 1161 written notice of its intent to assess the late fee. The maximum late fee is subject to the City approval and 1162 reflected in Exhibit 1. 1163
C. Tax Lien. Delinquent charges which remain unpaid by the Service Recipient shall 1164 constitute a special assessment against the property to which the service was rendered and shall be 1165 collected at such time as established by the County Assessor for inclusion in the next property tax 1166 assessment. City shall conduct a public hearing as required by law for purposes of including delinquent 1167 accounts on the County’s secured tax roll for collection each year. 1168 D. Each year, the Director of Finance shall turn over to the County Assessor for 1169 inclusion in the next property tax assessment the total sum of unpaid delinquent charges plus penalties for 1170 solid waste collection service and administrative charges, plus an assessment charge of $5.00 as a special 1171 assessment against the parcel of property situated within the City to which the service was rendered. The 1172 assessment shall be collected at the same time and in the same manner as ordinary municipal taxes are 1173 collected. The assessment shall be subordinate to all existing special assessment liens previously imposed 1174 on the property. It shall have priority over other liens except for those State, County, and municipal taxes 1175 with which it shall have parity. The assessment shall continue until the assessment and all interest and 1176 charges due and payable thereon are paid. All laws applicable to the levy, collection and enforcement of 1177 municipal taxes shall be applicable to the special assessment. 1178

7.09 Billing Accounts After Missed Collections. 1179
A. In the event of a missed Collection, wherein Containers were properly set out in a 1180 timely manner and wherein the Contractor was unable resolve the complaint by the end of the following 1181 Workday, Contractor shall credit the account of the Customer that experienced the missed Collection by a 1182 prorated amount for that missed Service. 1183

B. In the event that a Customer was subject to a missed Collection wherein Containers 1184 were properly set out in a timely manner and wherein the Contractor was unable to return and Collect the 1185 Customer’s Solid Waste until the following week, that Customer shall not be subject to any Solid Waste 1186 Overage fees or otherwise be penalized or tracked for an instance of Overage. 1187 ARTICLE 8 Diversion Requirements 1188

8.01 Warranties and Representations. Contractor warrants that it is aware of and familiar with 1189 City's waste stream, and that it has the ability, and shall use commercially reasonable efforts to provide 1190 and employ, sufficient programs and services to ensure City will meet or exceed City’s Diversion goals 1191 requirements (including, without limitation, amounts of Solid Waste to be Diverted, timeframes for 1192 Diversion, and any other requirements) as set forth in this Article, Applicable Law, and CalRecycle 1193 Regulations, and that Contractor will do so without imposing any costs or fees other than those set forth 1194 in Exhibit 1. Contractor hereby agrees to assist the City to meet or exceed, on an annual basis, the 1195 Diversion Compliance, by undertaking the actions set forth in Section 8.02. For purposes of this Agreement 1196 and Contractor’s obligations outlined herein, the terms “City’s Diversion”, “Diversion Compliance”, “City’s 1197 Diversion goals”, “Diversion Requirements”, “Franchised Diversion Rate” and similar terminology means 1198 compliance with the requirements for meeting the State’s fifty percent (50%) diversion rate expressed as 1199 a pounds per day per year rate as established by CalRecycle pursuant to Public Resources Code Section 1200 41780, as Applicable Law. This is the sole applicable waste diversion requirement established by this 1201 Agreement. 1202

8.02 Contractor Required Actions. Contractor shall take all of the following actions to assist the 1203 City in meeting, on an annual basis, Diversion Compliance: 1204 A. Except for Organic Waste Collected from homeless encampments or material 1205 subject to quarantine by the California Department of Food & Agriculture, and except as provided in Sections 1206

5.06 and 5.10, Collect and deliver all Organic Waste to the Organic Waste Processing Facility for processing 1207 and Diversion. 1208
B. Except as provided in Sections 5.06 and 5.10, Collect and deliver all Recyclable 1209 Materials to the Materials Recovery Facility. 1210
C. Collect and deliver all Garbage to the Disposal Facility. 1211 D. Collect and deliver all Construction and Demolition Debris to the Materials Recovery 1212 Facility. 1213
E. Deliver all material set out for Collection in Cart, Bins, or Roll-Off Containers 1214 identified as containing Source Separated Recyclable Material to the Materials Recovery Facility for 1215 processing and Diversion. 1216

F. Deliver all material set out for Collection in Cart, Bins, or Roll-Off Containers 1217 identified as containing Source Separated Organic Waste to the Organic Waste Processing Facility for 1218 processing and Diversion. 1219
G. Only material in Garbage Carts or Garbage Bins will be delivered to the Disposal 1220 Facility for Disposal. All other material must go to the appropriate facility for full processing and Diversion. 1221 H. Contractor must develop and provide sufficient accurate information and data as 1222 necessary to ensure that Contractor and City annually demonstrate Diversion Compliance to CalRecycle. 1223 I. Contractor must implement public education and outreach programs as required 1224 under this Agreement. 1225

8.03 Annual Reporting. Contractor shall calculate the Diversion Compliance Rate on an annual 1226 basis and shall deliver a written report regarding the same to the City no later than February 14 of the year 1227 following the reporting period as set forth in Section 22.06. 1228

8.04 Failure of Recyclables Market. Notwithstanding any other provision of this Agreement to 1229 the contrary, where CalRecycle has determined that there are no commercially viable markets for a 1230 specific type of Recyclable Materials, or with written notice to City, Contractor is unable to identify a market 1231 for one or more Recyclable Materials despite the exercise of commercially reasonable efforts to process 1232 and market the material, and determines to Dispose of the Recyclable Material(s), such a determination 1233 shall not constitute a failure to implement service, a failure to implement a program, or an event of default 1234 hereunder. 1235

8.05 Failure to Meet Diversion Rate. If CalRecycle determines, in compliance with Applicable 1236 Law, that City has failed to meet the Diversion Requirements set forth in Applicable Law solely due to 1237 Contractor’s failure to undertake the actions described in this Section, Contractor must prepare, at 1238 Contractor’s cost and expense, and submit a corrective action plan to City sufficient to demonstrate good 1239 faith efforts by City to comply with Diversion Requirements and that is otherwise acceptable to CalRecycle, 1240 and may be subject to Administrative Charges and Penalties as allowed under Article 25 and specified in 1241 Exhibit 5. CalRecycle may, alternatively apportion fault between Contractor and City as provided by 1242 Applicable Law. If solely at fault, Contractor must also submit a written corrective action plan to the City 1243 before March 15 of the year following the missed minimum Diversion requirement. Contractor’s corrective 1244 action plan must specify all actions Contractor will take to ensure it will meet Diversion Requirements set 1245 forth in Applicable Law in the future and shall be subject to the review and approval by the Agreement 1246 Administrator. 1247

8.06 Representations and Warranties. Contractor represents and warrants that it is aware of 1248 and familiar with the Diversion Requirements of Applicable Laws, and City’s waste stream. Contractor 1249 represents and warrants that it has the capacity, skill, and ability to undertake the actions identified in 1250 Section 8.02 above without imposing any costs or fees other than those set forth in the Schedule of 1251 Maximum Service Rates, as may be adjusted as provided for in this Agreement. Where the Diversion 1252 Requirements are modified by a Change in Law, the provisions of Section 6.06 shall apply, and Contractor 1253

agrees to develop and implement such actions, programs, and measures as are necessary to bring City 1254 into compliance with the modified Diversion Compliance, and City agrees that it will meet and confer with 1255 Contactor for a period not to exceed ninety (90) days regarding such actions, programs, and measures, 1256 their implementation, and adjustments to rates reasonably necessary to effectuate same in accordance 1257 with Sections 6.06 and 30.01. 1258

8.07 Mutual Cooperation. City and Contractor shall each reasonably cooperate in good faith 1259 with all efforts of the other Party to meet City's Diversion requirements under Applicable Law and the 1260 Contractor’s obligations under this Article. City's obligations in this regard shall include, without limitation, 1261 making such petitions and applications as may be reasonably requested by Contractor for time extensions 1262 in meeting Diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to 1263 authorize such changes to Contractor’s Recyclable Materials, Organic Waste, or Solid Waste programs 1264 as may be reasonably requested by Contractor in order to achieve the minimum requirements of this 1265 Article. 1266

8.08 Contractor’s Diversion Programs. Contractor shall implement the Diversion programs 1267 required under this Agreement to ensure that City and Contractor comply with all Diversion requirements 1268 under Applicable Law and the City meets or exceeds all minimum Diversion Requirements under 1269 Applicable Law. Contractor shall furthermore, at its sole cost and expense, (1) assist the City in responding 1270 to inquiries from, or prepare for and attend any hearing before, CalRecycle or any other regulatory agency 1271 relating to the City’s compliance with Applicable Law; prepare for and participate in CalRecycle’ s review 1272 of the City's SRRE; apply for any extension available under Applicable Law; develop and implement a 1273 public awareness and education program consistent with the City's SRRE and Household Hazardous 1274 Waste Element and any related requirements of Applicable Law; (2) provide the City with Recycling, 1275 source reduction, and other technical assistance as may be needed to comply with Applicable Law; and 1276 (3) advise the City of additional programs or measures Contractor can, if authorized by the City, implement 1277 to increase compliance with the Diversion requirements of Applicable Law. 1278

8.09 New Diversion Programs. If City fails to meet any CalRecycle Diversion requirement, 1279 notwithstanding Contractor’s implementation of all Diversion and public education programs as required 1280 by this Agreement, the City may direct Contractor to modify its Diversion and public education programs 1281 or implement new programs. Such modifications shall constitute a City-Directed Change under Section 1282

30.01. Contractor shall not implement new Diversion programs not described in this Agreement without 1283 the City’s prior consent. 1284

8.10 Nothing contained herein shall prohibit Contractor from meeting its Diversion requirements 1285 by any alternative methods or procedures, provided it complies with Applicable Law, as may be amended 1286 from time to time. Contractor’s ability to meet its Diversion requirements by alternative methods per this 1287 Section is subject to Agreement Administrator review and approval. 1288 ARTICLE 9 Service Unit Types 1289

9.01 Service Units. Service Units include all the following categories of Premises which are in 1290 the Service Area as of July 1, 2025, and all such Premises which may be added to the Service Area by 1291

means of annexation, new construction, or as otherwise set forth in this Agreement during Term of this 1292 Agreement: 1293
A. SFD Service Units. Services are specified in Article 10. 1294 B. MFD Service Units. Services are specified in Article 11. 1295 C. Commercial Service Units. Services are specified in Article 12. 1296 D. Industrial Service Units. Services are specified in Article 13. 1297 E. City Service Units. Services are specified in Article 14. 1298 F. Any question as to whether a Premises falls within one of these categories will be 1299 determined by the Agreement Administrator and the determination of the Agreement Administrator will be 1300 final. 1301

9.02 Service Unit Changes. City and Contractor acknowledge that during the Term of this 1302 Agreement it may be necessary or desirable to add or delete Service Units for which Contractor will provide 1303 Service. 1304
A. Additions and Deletions. Contractor must provide services described in this 1305 Agreement to new Service Units in Contractor’s Service Area within five (5) Workdays of receipt of notice 1306 from City or the new Service Unit to begin such Service. 1307

9.03 Annexation. If, during Term of the Agreement, additional territory within or adjacent to the 1308 Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public 1309 Resources Code Section 49520, Contractor agrees to provide Solid Waste Collection in such annexed 1310 area in accordance with the provisions and Maximum Service Rates set forth in this Agreement after 1311 termination of former contractor’s rights to provide service have been exhausted. Such Solid Waste 1312 Collection must begin within five (5) Workdays of receipt of written notice from City. Contractor may not 1313 begin Collection Service without written authorization from City. 1314

9.04 Route Map Update. Contractor must revise the Service Unit route maps to show the 1315 addition of Service Units added due to annexation and must provide such revised maps to the Agreement 1316 Administrator as requested. 1317
ARTICLE 10 Residential Service 1318

10.01 SFD Conditions of Service. Except as set forth below, Contractor must provide SFD 1319 Collection Services to all SFD Units in the Service Area. The SFD Services are governed by the following 1320 terms and conditions: 1321
A. Curb Service. Except for those Service Recipients that choose to receive Bins for 1322 service, Contractor must provide SFD Collection Service to all SFD Service Units in the Service Area whose 1323

SFD Solid Waste is properly containerized in Garbage Carts; Recyclable Materials are properly 1324 containerized in Recyclable Materials Carts, except as set forth in Section10.09; and Organic Wastes are 1325 properly containerized in Organic Waste Carts, except as set forth in Section 10.10; and where the Garbage, 1326 Recyclable Materials, and Organic Waste carts have been placed within three (3) feet of the curb, swale, 1327 paved surface of the public roadway, closest accessible roadway, or other such location agreed to by 1328 Contractor and Service Recipient that will provide safe and efficient accessibility to Contractor's Collection 1329 crew and vehicle. 1330
B. Bundled SFD Cart Service. Contractor will use a weekly Bundled SFD Solid Waste 1331 Collection Service system with one (1) 20, 35, 64 or 95-Gallon Black Garbage Cart, one (1) 65-Gallon Blue 1332 Recyclable Materials Cart, and one (1) 65-Gallon Green Organic Waste Cart as part of the base SFD Solid 1333 Waste Collection Service. Additional Recyclable Materials Carts and Organic Waste Carts shall be made 1334 available in accordance with the service rates set forth in Exhibit 1. Garbage Carts with a capacity of 20 1335 gallons and/or Recyclable Materials and Organic Waste Carts with a capacity of 64 gallons may be requested 1336 by Customers that can demonstrate that they (a) have cart storage space constraints and (b) do not generate 1337 sufficient quantities of a waste stream type to justify the larger size of cart. Pricing for downsizing Carts, 1338 upsizing carts, or adding additional Carts, relative to the base Bundled Service, are included in Exhibit 1. 1339 C. On-Premises Service. Notwithstanding any term or definition set forth in this 1340 Agreement, Contractor must provide Collection of SFD Garbage, Recyclable Materials, and Organic Waste 1341 on the SFD Service Recipients Premises to an SFD Service Unit as follows. 1342

10.01.C.1 At no additional cost to the SFD Service Unit. SFD Service Units 1343 where all adult Service Recipients residing therein have disabilities that prevent them from setting their 1344 Garbage, Recyclable Materials, Organic Waste Cart, at the curb for Collection, and if a request for on-1345 premises service has been made. For Bulky Waste on-premises services, materials must be staged 1346 externally to the Dwelling Unit in a location that’s accessible and visible to Contractor, as close to the 1347 Service Unit’s standard curbside Collection location as is feasible for the Customer. 1348

10.01.C.2 At an additional cost to the SFD Service Unit. 1349 A. SFD Service Units where topography, steep driveways, below-grade dwellings, or 1350 limited access to public streets that prevent the SFD Service Recipient from setting their Garbage, 1351 Recyclable Materials, or Organic Waste Cart at the curb for Collection, as determined by the City and 1352 agreed by the Contractor, and if a request for on-premises service has been made. 1353 B. SFD Service Units inaccessible by standard 3- or 4-axel Collection Vehicles as 1354 determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the 1355 retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult 1356 or impossible to access using regular trash Collection trucks. 1357 C. Contractor must offer “push services” to SFD Service Recipients other than those 1358 listed above on a subscription basis upon request for the Maximum Service Rates set forth in Exhibit 1. 1359 Push services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection 1360

Containers from their storage location for Collection, and returning the Collection Containers back to their 1361 storage location. 1362

10.01.C.3 Contractor must provide on-premises Collection Service on the same 1363 Workday that curbside Collection would otherwise be provided to the SFD Service Unit. 1364

10.02 Frequency and Scheduling of Service. SFD Collection Service must be provided one (1) 1365 time per week, on a schedule matching the City’s current service schedule. SFD Collection Service must 1366 be scheduled so that all Service Units receive Garbage Collection Service, Recyclable Materials Collection 1367 Service, and Organic Waste Collection Service on the same Workday. SFD Collection Service must be 1368 provided, commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., Monday through 1369 Friday, except for Holidays in accordance with Section 5.03. The hours, day, or both of Collection may be 1370 extended due to extraordinary circumstances or conditions with the prior verbal or written consent of the 1371 Agreement Administrator. 1372

10.03 Manner of Collection. The Contractor must provide Collection Service with as little 1373 disturbance as possible; the Contractor must leave any Garbage, Recyclable Materials, or Organic Waste 1374 Cart in an upright position, with the lid closed, at the same point it was Collected, without obstructing alleys, 1375 roadways, driveways, sidewalks, or mailboxes. Contractor’s employees providing Collection Service must 1376 follow the regular walk for pedestrians while on private property and may not trespass nor cross property 1377 to the adjoining Premises unless the occupant or owner of both properties has given permission. Care 1378 should be taken to prevent damage to property, including flowers, shrubs, and other plantings. 1379 A. Any damage caused by Contractor to Service Recipient property shall be repaired 1380 or replaced promptly. 1381
B. Notification of Accidents. Contractor shall notify City Representative of any 1382 accidents occurring within the Service Area that involve Contractor’s vehicles, employees, or equipment that 1383 result in any personal injury or property damage. Such notification shall be made within twenty-four (24) 1384 hours of occurrence to City Representative via both (a) email and (b) either an in-person visit or a telephone 1385 call. If Contractor is unable to reach City Representative in person or via telephone, a voicemail is an 1386 acceptable alternative. 1387

10.04 [RESERVED] 1388

10.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1389 by unnecessary rough treatment. Any Cart damaged by the Contractor must be replaced by Contractor, 1390 at Contractor's expense, within five (5) Workdays at no cost or inconvenience to the Service Recipient. 1391 A. Upon notification to Contractor by City or a Service Recipient that the Service 1392 Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1393 must deliver a replacement Cart(s) to such Service Recipient within five (5) Workdays. Contractor must 1394 maintain records documenting all Cart replacements occurring. 1395

B. Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1396 stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1397 in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1398 Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1399 of those replacements in excess of one (1) per type of Cart per Service Recipient during the aforementioned 1400 10-year period within the Term of the Agreement, in accordance with the “Cart Exchange” Maximum Service 1401 Rates set forth in Exhibit 1, or as may be adjusted by the City from time to time as provided under this 1402 Agreement. 1403
C. Contractor understands and agrees that this provision is intended to be applied on 1404 a per Cart type, individual Service Recipient basis, and accordingly each Service Recipient could receive up 1405 to three (3) replacement Carts, one (1) of each type, every ten (10) years during the Term of the Agreement. 1406 D. Repair of Garbage, Recyclable Materials, and Organic Waste Carts. Contractor is 1407 responsible for the repair of Carts, including, but not limited to, hinged lids, wheels, and axles. Within five (5) 1408 Workdays of notification by the City or a Service Recipient of the need for such repairs, Contractor must 1409 repair the Cart or, if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service 1410 Recipient. Collection Container repair also includes the removal of graffiti from the Collection Container. 1411 E. Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1412 a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient 1413 within five (5) Workdays. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per 1414 Calendar Year during the Term of this Agreement for moving to a larger Garbage, Recyclable Materials, or 1415 Organic Waste Cart size. Each SFD Service Unit is eligible to receive unlimited Cart exchanges per Calendar 1416 Year during the Term of this Agreement for moving to a smaller Garbage Cart size. Each SFD Service Unit 1417 is eligible to receive one (1) free Cart exchange per Calendar Year during the Term of this Agreement for 1418 moving to a smaller Recyclable Materials or Organic Waste Cart size, provided they meet the qualifications 1419 articulated in Section 10.01.B above. Accordingly, Contractor will be compensated only for the cost of those 1420 exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in 1421 accordance with the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this 1422 Agreement. 1423
F. Additional Cart Request. Upon notification to the Contractor by City or a Service 1424 Recipient that additional Black Carts for Garbage, Blue Carts for Recyclable Materials, or Green Carts 1425 Organic Waste are requested, Contractor shall deliver such Carts to such Service Recipient within five (5) 1426 Workdays, at the rate set forth in Exhibit 1. 1427

10.06 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1428

10.07 Cleaning of Collection Containers. Upon receiving such a request from an SFD Service 1429 Recipient within the allowed timeframe, Contractor must replace the dirty Collection Container(s) with 1430 clean Collection Container(s). Any Collection Container cleanings done at a Contractor facility must be 1431 done in such a manner that results in no water entering the City’s storm drain system. This service must 1432 be provided at no charge to the Service Recipient, so long as the service is not requested more than once 1433

every year. In addition, regardless of whether this cleaning is requested by the Service Recipient, 1434 Contractor will ensure that all Collection Containers are cleaned on an as-needed basis as determined by 1435 Contractor so as to maintain a clean appearance and proper function. Additional cleanings beyond once 1436 every five years will be subject to the Maximum Service Rate set forth in Exhibit 1. 1437

10.08 SFD Garbage Collection Service. This service is governed by the following terms and 1438 conditions: 1439
A. Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1440 in a Garbage Cart. For every event of non-collection, Contractor must provide the following written notice 1441 via email, U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient: the date 1442 of the Solid Waste Non-Collection and the reason for Non-Collection. Contractor’s Non-Collection Notice for 1443 SFD Service Recipients shall also contain instructions on (a) how to schedule a Bulky Waste Collection and, 1444 if relevant, (b) how to request an additional Collection Container, as well as a QR code that links to a website 1445 with all Disposal programs offered by the City. If Non-Collection occurs for some unforeseeable circumstance 1446 not listed above that the Contractor encounters and is impeded by, Contractor shall provide the same written 1447 notice as described in this Section. 1448
B. Disposal Facility. Except as set forth below, and subject to events of force majeure, 1449 all Garbage Collected as a result of performing Solid Waste Collection must be transported to, and Disposed 1450 of, at the Disposal Facilities listed in Exhibit 8.. 1451

10.09 SFD Recyclable Materials Service. This service is governed by the following terms and 1452 conditions: 1453
A. RESERVED. 1454
B. Recyclable Materials - Improper Procedure. The Contractor is not required to 1455 Collect Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid 1456 Waste or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1457 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1458 Contractor must follow the steps set forth in Section 5.07. 1459 C. Materials Recovery Facility. Except as provided in Section 5.07, and subject to 1460 events of force majeure, all Recyclable Materials Collected as a result of performing Recycling services must 1461 be delivered to the Materials Recovery Facility listed in Exhibit 8. Failure to comply with this provision may 1462 result in assessment of Administrative Charges and Penalties as specified in Exhibit 5 and may result in 1463 Contractor being in default under this Agreement. 1464 D. Recyclable Materials - Changes to Services. Should changes in Applicable Law 1465 arise that necessitate any additions or deletions to the services described in this Section, including the type 1466 of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will 1467 enter into an Agreement amendment covering such modifications to the services to be performed and the 1468

compensation to be paid in accordance with Section 30.01A before undertaking any changes or revisions to 1469 such services. 1470

10.10 SFD Organic Waste Collection Service. This service is governed by the following terms 1471 and conditions: 1472
A. Organic Waste Processing Facility. Subject to events of force majeure, Contractor 1473 must deliver all Collected Organic Waste to the Organic Waste Processing Facility listed in Exhibit 8 and 1474 agreed upon by the City. Failure to comply with this provision may result in assessment of Administrative 1475 Charges and Penalties as specified in Exhibit 5 and may result in Contractor being in default under this 1476 Agreement. 1477
B. [RESERVED] 1478
C. Organic Waste - Improper Procedure. Contractor is not required to Collect Organic 1479 Waste if the Service Recipient does not segregate the Organic Waste from Solid Waste or Recyclable 1480 Materials. Furthermore, Contractor is not required to Collect Organic Wastes that are contaminated through 1481 commingling with Solid Waste or Recyclable Materials. Contractor will address contamination in accordance 1482 with Section 5.07. 1483

10.11 SFD Bulky Waste Collection Service. This service is governed by the following terms and 1484 conditions: 1485
A. Conditions of Service. Contractor must provide SFD Bulky Waste Collection 1486 Service, including the Collection of E-Waste and U-Waste, to all SFD Service Units in the Service Area 1487 whose Bulky Waste, E-Waste, and U-Waste have been placed within three (3) feet of the curb, swale, paved 1488 surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor 1489 and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and 1490 vehicle. Up to two (2) times per Calendar Year, each Service Recipient is entitled to receive Bulky Waste 1491 Disposal amounting to the equivalent of (a) three (3) Large Items, (b) fifteen (15) 35-gallon bags with a 1492 maximum weight of 50 pounds per each bag, (c) four (4) 95-gallon bags with a maximum weight of 50 pounds 1493 per each bag, (d) five (5) E-Waste items, or (e) up to 1.8 cubic yards of Garbage or Organic Waste per SFD 1494 Service Unit at no additional cost and expense. For subsequent Collection in any Calendar Year, the 1495 Contractor shall receive compensation from the Customer at the rate for such service as set in Exhibit 1. 1496 B. Frequency of Service. Bulky Waste Collection Service will be provided on the next 1497 regular Collection day if the request is received at least two (2) Workdays in advance of the next regular 1498 Collection day. The Service Recipient may not intentionally commingle residential Bulky Waste with other 1499 Residential Waste. 1500
C. Bulky Waste Containing Freon. In the event Contractor Collects Bulky Waste that 1501 contain Freon, Contractor must handle such Bulky Waste in a manner such that the Bulky Waste is not 1502 subject to regulation as Hazardous Waste under applicable State and Federal laws or regulations. 1503

D. Maximum Reuse and Recycling. Contractor must Dispose of Bulky Waste Collected 1504 from Service Units pursuant to this Agreement in accordance with the following hierarchy: 1505

10.11.D.1 Reuse as is (where energy efficiency is not compromised). 1506

10.11.D.2 Disassemble for reuse or Recycling. 1507

10.11.D.3 Recycle. 1508

10.11.D.4 Disposal. 1509
E. Disposal of Bulky Waste. Contractor may not landfill such Bulky Waste unless the 1510 Bulky Waste cannot be reused or recycled. 1511
ARTICLE 11 MFD Service 1512

11.01 MFD Conditions of Service. Except as set forth below, Contractor must provide MFD 1513 Collection Services to all MFD Units in the Service Area. The MFD Services are governed by the following 1514 terms and conditions: 1515
A. Bundled MFD Cart Service. Except for those Service Recipients that choose to 1516 receive Bins for service, Contractor must provide MFD Collection Service to all MFD Service Units in the 1517 Service Area whose MFD Solid Waste is properly containerized in 65-gallon Black Garbage Carts; Blue 1518 Recyclable Materials are properly containerized in 65-gallon Recyclable Materials Carts, except as set forth 1519 in Section 11.08; and Organic Wastes are properly containerized in 65-gallon Green Organic Waste Carts, 1520 except as set forth in Section 11.09; and where the Garbage, Recyclable Materials, and Organic Waste carts 1521 have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest 1522 accessible roadway, or other such location agreed to by Contractor and Service Recipient that will provide 1523 safe and efficient accessibility to Contractor's Collection crew and vehicle. 1524 B. Bundled MFD Bin Service. Contractor must provide MFD Solid Waste Collection 1525 Service to MFD Service Units in the Service Area that choose to receive Bins for service. MFD Collection 1526 Service shall be provided in Garbage Bins at the size and frequency as requested by the MFD Service 1527 Recipient and including at no additional cost one (1) 65-Gallon Blue Recyclable Materials Cart and one (1) 1528 65-Gallon Green Organic Waste Cart as part of the base bundled MFD Collection Service. Additional 1529 services may be requested by the MFD Service Recipient. To be exempted from MFD Recyclable Materials 1530 Service or MFD Organic Waste Collection Service, Service Recipient must apply for exemption to the 1531 Contractor. All such exemption applications must be reported and approved by the City. Additional Collection 1532 Containers or different size Collection Containers are subject to the applicable Maximum Service Rate set 1533 forth in Exhibit 1. 1534
C. On-Premises Service. Notwithstanding any term or definition set forth in this 1535 Agreement, Contractor must provide Collection of MFD Garbage, Recyclable Materials, and Organic Waste 1536 on the MFD Service Recipients Premises to an MFD Service Unit as follows. 1537

11.01.C.1 At no additional cost to the MFD Service Unit. MFD Service Units 1538 where all adult Service Recipients residing therein have disabilities that prevent them from setting their 1539

Garbage, Recyclable Materials, Organic Waste Cart at the curb for Collection, and if a request for on-1540 premises service has been made. 1541

11.01.C.2 At an additional cost to the MFD Service Unit. 1542 A. MFD Service Units where topography, steep driveways, below-grade dwellings, or 1543 limited access to public streets that prevent the MFD Service Recipient from setting their Garbage, 1544 Recyclable Materials, or Organic Waste Cart at the curb for Collection, as determined by the City and 1545 agreed by the Contractor, and if a request for on-premises service has been made. 1546 B. MFD Service Units inaccessible by standard 3- or 4-axel Collection Vehicles as 1547 determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the 1548 retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult 1549 or impossible to access using regular trash Collection trucks. 1550 C. Contractor must offer “push services” to MFD Service Recipients other than those 1551 listed above on a subscription basis upon request for the Maximum Service Rate set forth in Exhibit 1. Push 1552 services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection 1553 Containers from their storage location for Collection, and returning the Collection Containers back to their 1554 storage location. 1555

11.01.C.3 Contractor must provide on-premises Collection Service on the same 1556 Workday that curbside Collection would otherwise be provided to the MFD Service Unit. 1557

11.02 Frequency and Scheduling of Service. MFD Collection Service must be provided, 1558 commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., Monday through Friday. 1559 This service must be provided as deemed necessary and determined between Contractor and the MFD 1560 Service Unit, but such service must be received no less than one (1) time per week with no exception for 1561 Holiday(s) as set forth herein, except that Collection service scheduled to fall on a Holiday may be 1562 rescheduled as determined between the Service Unit and Contractor as long as the minimum frequency 1563 requirement is met. The size of the Container and the frequency (above the minimum) of Collection will be 1564 determined between the MFD Service Unit and Contractor. However, size and frequency must be sufficient 1565 to provide that no Solid Waste need be placed outside the Collection Container. Contractor must provide 1566 Containers as part of the Commercial Collection Maximum Service Rates set forth in Exhibit 1. Service 1567 Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1568 responsible for its proper maintenance, and that such Compactor is of a type that is compatible with 1569 Contractor's equipment. Contractor shall operate equipment that is compatible with pre-existing Service 1570 Recipient-owned compactors. All other Collection Containers used by Service Recipients must be owned 1571 and supplied by Contractor. 1572

11.03 Manner of Collection. The Contractor must provide Collection Service with as little 1573 disturbance as possible; the Contractor must leave any Garbage, Recyclable Materials, or Organic Waste 1574 Cart in an upright position, with the lid closed, at the same point it was Collected, without obstructing alleys, 1575 roadways, driveways, sidewalks, or mailboxes. Contractor’s employees providing Collection Service must 1576 follow the regular walk for pedestrians while on private property and may not trespass nor cross property 1577

to the adjoining Premises unless the occupant or owner of both properties has given permission. Care 1578 should be taken to prevent damage to property, including flowers, shrubs, and other plantings. 1579 A. Any damage caused by Contractor to Service Recipient property shall be repaired 1580 or replaced promptly. 1581
B. Notification of Accidents. Contractor shall notify City Representative of any 1582 accidents occurring within the Service Area that involve Contractor’s vehicles, employees, or equipment that 1583 result in any personal injury or property damage. Such notification shall be made within twenty-four (24) 1584 hours of occurrence to City Representative via both (a) email and (b) either an in-person visit or a telephone 1585 call. If Contractor is unable to reach City Representative in person or via telephone, a voicemail is an 1586 acceptable alternative. 1587

11.04 RESERVED. 1588

11.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1589 by unnecessary rough treatment. Any Cart damaged by the Contractor must be replaced by Contractor, 1590 at Contractor's expense, within five (5) Workdays at no cost or inconvenience to the Service Recipient. 1591 A. Upon notification to Contractor by City or a Service Recipient that the Service 1592 Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1593 must deliver a replacement Cart(s) to such Service Recipient within five (5) Workdays. Contractor must 1594 maintain records documenting all Cart replacements occurring monthly. 1595 B. Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1596 stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1597 in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1598 Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1599 of those replacements in excess of one (1) per type of Cart per Service Recipient during the aforementioned 1600 10-year period within the Term of the Agreement, in accordance with the “Cart Exchange” Maximum Service 1601 Rate set forth in Exhibit 1, or as may be adjusted by the City from time to time as provided under this 1602 Agreement. 1603
C. Contractor understands and agrees that this provision is intended to be applied on 1604 a per Cart type, individual Service Recipient basis, and accordingly each Service Recipient could receive up 1605 to three (3) replacement Carts, one (1) of each type, every ten (10) years during the Term of the Agreement. 1606 D. Repair of Garbage, Recyclable Materials, and Organic Waste Carts. Contractor is 1607 responsible for the repair of Carts, including, but not limited to, hinged lids, wheels, and axles. Within five (5) 1608 Workdays of notification by the City or a Service Recipient of the need for such repairs, Contractor must 1609 repair the Cart or, if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service 1610 Recipient. Collection Container repair also includes the removal of graffiti from the Collection Container. 1611 E. Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1612 a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient 1613

within five (5) Workdays. Each MFD Service Unit is eligible to receive one (1) free Cart exchange per 1614 Calendar Year during the Term of this Agreement for moving to a larger Garbage, Recyclable Materials, or 1615 Organic Waste Cart size. Each MFD Service Unit is eligible to receive unlimited Cart exchanges per 1616 Calendar Year during the Term of this Agreement for moving to a smaller Garbage Cart size. Each MFD 1617 Service Unit is eligible to receive one (1) free Cart exchange per Calendar Year during the Term of this 1618 Agreement for moving to a smaller Recyclable Materials or Organic Waste Cart size, provided they can 1619 demonstrate that they (a) have cart storage space constraints and (b) do not generate enough of a waste 1620 stream type to justify the larger size of cart. Accordingly, Contractor will be compensated only for the cost of 1621 those exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, 1622 in accordance with the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this 1623 Agreement. 1624
F. Additional Cart Request. Upon notification to the Contractor by City or a Service 1625 Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, 1626 Contractor shall deliver such Carts to such Service Recipient within five (5) Workdays, at the rate set forth 1627 in Exhibit 1. 1628
G. Ownership of Carts. Ownership of Carts is vested in the Contractor. 1629

11.06 Cleaning of Collection Containers. Upon receiving such a request from an SFD Service 1630 Recipient within the allowed timeframe, Contractor must clean all Collection Containers or must replace 1631 the dirty Collection Containers with clean Collection Containers. Any Collection Container cleanings done 1632 at a Contractor facility must be done in such a manner that results in no water entering the City’s storm 1633 drain system. This service must be provided at no charge to the Service Recipient, so long as the service 1634 is not requested more than once every year. In addition, regardless of whether this cleaning is requested 1635 by the Service Recipient, Contractor will ensure that all Collection Containers are cleaned on an as-needed 1636 basis so as to maintain a clean appearance and proper function. 1637

11.07 MFD Garbage Collection Service. This service is governed by the following terms and 1638 conditions: 1639
A. Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1640 in a Garbage Cart. In the event of non-collection, Contractor must provide the following written notice via 1641 email, U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient: the date of 1642 the Solid Waste Non-Collection and the reason for Non-Collection. Contractor’s Non-Collection Notice for 1643 MFD Service Recipients shall also contain instructions on (a) how to schedule a Bulky Waste Collection and, 1644 if relevant, (b) how to request an additional Collection Container, as well as a QR code that links to a website 1645 with all disposal programs offered by the City. If Non-Collection occurs for some unforeseeable circumstance 1646 not listed in this Agreement that the Contractor encounters and is impeded by, Contractor shall provide the 1647 same written notice as described in this Section. 1648
B. Disposal Facility. Except as set forth below, all Garbage Collected as a result of 1649 performing Solid Waste Collection must be transported to, and Disposed of, at the Disposal Facilities listed 1650

in Exhibit 8. Failure to comply with this provision may result in assessment of Administrative Charges and 1651 Penalties as specified in Exhibit 5 and may result in Contractor being in default under this Agreement. 1652

11.08 MFD Recyclable Materials Service. This service is governed by the following terms and 1653 conditions: 1654
A. Conditions of Service. Contractor must provide MFD Recyclable Materials Service 1655 to all MFD Service Units in the Service Area whose Recyclable Materials are properly containerized in 1656 Recyclable Materials Collection Containers except as set forth below, where the Recyclable Materials 1657 Collection Containers are accessible. The Maximum Service Rates for Contractor’s MFD Recyclable 1658 Materials Services are set forth in Exhibit 1. 1659
B. Base MFD Recyclable Materials Service. All MFD Service Recipients subscribing 1660 to MFD Solid Waste Collection Service must receive weekly Collection of Recyclable Materials with a 1661 minimum of at least one 96-gallon Recyclable Materials Cart per Service Recipient and included in the 1662 Bundled Rate set forth in Exhibit 1. The actual configuration of Recyclable Materials Collection Container 1663 sizes to be provided will be based on the total equivalent volume and configured in a manner determined by 1664 the Service Recipient in consultation with Contractor. 1665 C. RESERVED. 1666
D. Recyclable Materials - Improper Procedure. The Contractor is not required to 1667 Collect Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid 1668 Waste or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1669 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1670 Contractor must follow the steps set forth in Section 5.07. 1671 E. Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable 1672 Materials Collected as a result of performing Recyclable Materials services must be delivered to the 1673 Materials Recovery Facility listed in Exhibit 8. Failure to comply with this provision may result in assessment 1674 of Administrative Charges and Penalties as specified in Exhibit 5 and may result in Contractor being in 1675 default under this Agreement. 1676
F. Recyclable Materials - Changes to Services. Should changes in Applicable Law 1677 arise that necessitate any additions or deletions to the services described in this Section, including the type 1678 of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will 1679 enter into an Agreement amendment covering such modifications to the services to be performed and the 1680 compensation to be paid in accordance with Section 30.01A before undertaking any changes or revisions to 1681 such services. 1682

11.09 MFD Organic Waste Collection Service. This service is governed by the following terms 1683 and conditions: 1684
A. Base MFD Organic Waste Service. All MFD Service Recipients subscribing to MFD 1685 Garbage Collection Service must receive weekly Collection of the equivalent volume of at least one (1) 65-1686

gallon Green Organic Waste Cart, or 1 or 2 cubic yard bins per Service Recipient included in the Bundled 1687 Service rate. The actual configuration of Organic Waste Collection Container sizes to be provided will be 1688 based on the total equivalent volume and configured in a manner determined by the Service Recipient in 1689 consultation with Contractor. Contractor may charge for MFD Organic Waste Collection as set forth in Exhibit 1690

1. 1691
B. Size and Frequency of Service. This service will be provided as deemed necessary 1692 and determined between Contractor and the Service Recipient, but such service must be received no less 1693 than one (1) time per week with no exception for Holiday(s) as set forth herein, except that Collection Service 1694 scheduled to fall on a Holiday may be rescheduled as determined between the Service Recipient and 1695 Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 1696 at the option of the Service Recipient. The size of the Container and the frequency (above the minimum) of 1697 Collection will be determined between the Customer and Contractor. However, size and frequency must be 1698 sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service 1699 Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1700 responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's 1701 equipment. All other Collection Containers used by Service Recipients must be owned and supplied by 1702 Contractor. 1703
C. Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1704 Waste to the Organic Waste Processing Facility listed in Exhibit 8 and agreed upon by the City. Failure to 1705 comply with this provision may result in assessment of Administrative Charges and Penalties as specified in 1706 Exhibit 5 and may result in Contractor being in default under this Agreement. 1707 D. Organic Waste - Improper Procedure. Contractor is not required to Collect Organic 1708 Waste if the Service Recipient does not segregate the Organic Waste from Solid Waste or Recyclable 1709 Materials. Furthermore, Contractor is not required to Collect Organic Wastes that are contaminated through 1710 commingling with Solid Waste or Recyclable Materials. Contractor will address contamination in accordance 1711 with Section 5.07. 1712
ARTICLE 12 Commercial Service 1713

12.01 Commercial Conditions of Service. Except as set forth below, Contractor must provide 1714 Commercial Collection Services to all Commercial Service Units in the Service Area, including City Service 1715 Units. MFD Units serviced with Bins will abide by the requirements listed in this Section unless they conflict 1716 with the requirements listed in Article 11, in which case Article 11 requirements supersede Article 12 1717 requirements. This service is governed by the following terms and conditions: 1718 A. Provision of Service. Contractor must provide Commercial Garbage Collection 1719 Service, Commercial Recyclable Materials Service, and Commercial Organic Waste Collection Service to 1720 all Commercial Service Units Service Units in the Service Area whose Solid Waste, Recyclable Materials, 1721 and Organic Waste are properly containerized in Collection Containers as appropriate where the Collection 1722 Containers are accessible as set forth in Section 12.01.D. Contractor must offer Garbage in 32, 65, and 95 1723 gallon carts, Recyclable Materials, and Organic Waste Carts in 64-gallon sizes. Contractor must offer 1724

Garbage and Recyclable Materials Bins in 1-, 2-, 3-, 4-, and 6-cubic-yard sizes and must offer Organic Waste 1725 Bins in 1- and 2-, cubic-yard sizes. Contractor may offer Roll-off Containers in 10-, 20-, 30-, and 40-cubic-1726 yard sizes. Contractor must also either provide Collection Service from Compactors that are owned by 1727 Commercial Service Units or provide Compactors for Commercial Service Units to use for Collection Service, 1728 for the Maximum Service Rates set forth in Exhibit 1. The size of the Container and the frequency (above 1729 the minimum) of Collection will be determined between the Service Recipient and Contractor. However, the 1730 size and frequency must be sufficient to provide that no Garbage, Recyclable Materials, or Organic Waste 1731 need be placed outside the Collection Container. The base Commercial Collection Service will include 1732 Commercial Recyclable Materials Service as described in Section 12.06 below, and Commercial Organic 1733 Waste Collection Service as described in Section 12.06D below. 1734 B. RESERVED. 1735
C. Hours of Collection. Commercial Collection Service must be provided commencing 1736 no earlier than 4:00 a.m., and terminating no later than 7:00 p.m., Monday through Saturday, except for 1737 Holidays. If the Commercial Collection Service is adjacent to Residential Premises, then Collection service 1738 will be provided no earlier than 6:00 a.m. and no later than 5:00 p.m. Monday through Friday, and no earlier 1739 than 8:00 a.m. and no later than 5:00 p.m. on Saturday. Cities may require additional restrictions on 1740 Collection hours in areas impacted by commute traffic, road repair, around schools, in areas where 1741 commercial Collection is within six hundred (600) feet of residential housing, or where continued noise 1742 complaints about Collection vehicles have occurred. The hours, day, or both of Collection may be extended 1743 due to extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement 1744 Administrator. 1745
D. Accessibility. Contractor must Collect all Collection Containers that are readily 1746 accessible to Contractor's crew and vehicles and not blocked. However, Contractor must provide “push 1747 services” and “stinger/scout truck services” as necessary upon request during the provision of Commercial 1748 Collection Services for the Maximum Service Rate set forth in Exhibit 1. Push services include, but are not 1749 limited to, dismounting from the Collection Vehicle, moving the Collection Containers from their storage 1750 location for Collection, and returning the Collection Containers back to their storage location, relocking the 1751 storage enclosure if a lock is included. Stinger/scout truck services provide for the retrieval of Collection 1752 Containers from locations with accessibility constraints that make Containers difficult or impossible to access 1753 using regular trash Collection trucks. 1754
E. Manner of Collection. Contractor must provide Commercial Collection Service 1755 consistent with Section 5-2 of the Hercules Municipal Code with as little disturbance as possible and must 1756 leave any Collection Container in an upright position, with the lid closed, at the same point it originally 1757 located, without obstructing alleys, roadways, driveways, sidewalks, or mailboxes. 1758 F. Purchase and Distribution of Collection Containers for New Commercial Service 1759 Units. Contractor must also distribute newly painted Collection Containers as specified in Exhibit 3 to new 1760 Commercial and MFD Service Units that are added to Contractor’s Service Area during the Term of this 1761 Agreement. The size and mix of the Collection Containers will be in accordance with the service agreement 1762

obtained by Contractor as set forth in this Agreement and the distribution must be completed within five (5) 1763 Workdays of receipt of the request for service. 1764
G. Replacement of Collection Containers. Contractor’s employees must avoid damage 1765 to Collection Containers by unnecessary rough treatment. Any Collection Container damaged by the 1766 Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Workdays at no cost or 1767 inconvenience to the Service Recipient. 1768

12.01.G.1 Each Commercial Service Unit is entitled to the replacement of one 1769 (1) lost, destroyed, or stolen Garbage, Recyclable Materials, and Organic Collection Container every ten 1770 (10) years during the life of this Agreement at no cost to the Service Unit. Accordingly, Contractor will be 1771 compensated for the cost of those replacements in excess of one (1) Garbage, Recyclable Materials, and 1772 Organic Collection Container per Commercial Service Unit during the aforementioned 10-year period within 1773 the Term of the Agreement, in accordance with the “Collection Container Exchange” Maximum Service 1774 Rate, as appropriate, set forth in Exhibit 1. Contractor must deliver a replacement Collection Container to 1775 such Service Unit within five (5) Workdays. 1776
H. Repair of Collection Containers. Contractor is responsible for repair of Collection 1777 Containers. Within five (5) Workdays of notification by City or a Service Recipient of the need for such 1778 repairs, Contractor must repair the Collection Container or, if necessary, remove the Collection Container 1779 for repairs and deliver a replacement Collection Container to the Service Recipient. Collection Container 1780 repair also includes the removal of graffiti from the Collection Container. 1781 I. Collection Container Exchange. Upon notification to Contractor by City or a Service 1782 Recipient that a change in their Collection Containers is required, for reasons beyond those outlined in 1783 Section 12.01, Contractor must deliver such Collection Containers to such Service Recipient within five (5) 1784 Workdays. Each Commercial Service Unit is eligible to receive one (1) free Collection Container exchange 1785 per Calendar Year during the Term of this Agreement. Contractor is allowed to charge the Service Unit for 1786 the cost of those exchanges in excess of one (1) Collection Container exchange per Calendar Year, in 1787 accordance with the appropriate “Collection Container Exchange” service rate set forth in Exhibit 1 as may 1788 be adjusted by City under this Agreement. Additional Collection Containers or different size Collection 1789 Containers are subject to the applicable Maximum Service Rate set forth in Exhibit 1. 1790

12.02 Ownership of Collection Containers. Ownership of Collection Containers distributed by 1791 Contractor is vested in Contractor. 1792

12.03 Cleaning of Collection Containers. Once every five (5) years, starting at the date of 1793 signature of this agreement, each Commercial Service Recipient is entitled to request the exchange of up 1794 to three (3) Collection Containers, one each of dirty Garbage, Recyclable Materials, and Organic Waste 1795 Containers, for clean Garbage Recyclable Materials, or Organic Waste Containers. Upon receiving such 1796 a request from a Commercial Service Recipient within the allowed timeframe, Contractor must clean the 1797 Collection Containers or must replace the dirty Collection Containers with clean Collection Containers. 1798 Any Collection Container cleanings done at Contractor facility must be done in such a manner that results 1799 in no water entering the City’s storm drain system. This service must be provided at no charge to the 1800

Service Unit, so long as the service is not requested more than once every five years. In addition, 1801 regardless of whether this cleaning is requested by the Service Unit, Contractor will ensure that all 1802 Collection Containers are cleaned on an as-needed basis so as to maintain a clean appearance and proper 1803 function. Additional cleanings beyond once every five years will be subject to the Maximum Service Rate 1804 set forth in Exhibit 1. 1805

12.04 Commercial Garbage Collection Service. 1806
A. Conditions of Service. Contractor must provide Commercial Garbage Collection 1807 Service to all Commercial Service Units in the Service Area whose Garbage is properly containerized in 1808 Garbage Collection Containers, where the Garbage Collection Containers are accessible. 1809 B. Size and Frequency of Service. This service must be provided as deemed 1810 necessary and determined between Contractor and the Commercial Service Unit, but such service must be 1811 received no less than one (1) time per week with no exception for Holiday(s) as set forth herein, except that 1812 Collection service scheduled to fall on a Holiday may be rescheduled as determined between the Service 1813 Unit and Contractor as long as the minimum frequency requirement is met. The size of the Container and 1814 the frequency (above the minimum) of Collection will be determined between the Commercial Service Unit 1815 and Contractor. However, size and frequency must be sufficient to provide that no Solid Waste need be 1816 placed outside the Collection Container. Contractor must provide Containers as part of the Commercial 1817 Collection Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own 1818 Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and 1819 that such Compactor is of a type that is compatible with Contractor's equipment. All other Collection 1820 Containers used by Service Recipients must be owned and supplied by Contractor. 1821 C. Non-Collection. Contractor is required to Collect any Commercial Solid Waste that 1822 is not placed in a Garbage Collection Container if such Commercial Solid Waste is outside the Garbage 1823 Collection Container because of overflow. In the event of non-collection, Contractor must provide the 1824 following written notice via email, U.S. mail, or in person (which may be by Non-Collection Notice) to the 1825 Service Recipient: the date of the Solid Waste Non-Collection and the reason for Non-Collection. 1826 Contractor’s Non-Collection Notice for Commercial Service Recipients shall also contain instructions on how 1827 to request an additional Collection Container, if relevant. If Non-Collection occurs for some unforeseeable 1828 circumstance not listed in this Agreement that the Contractor encounters and is impeded by, Contractor shall 1829 provide the same written notice as described in this Section. 1830 D. Disposal Facility. All Solid Waste Collected as a result of performing Commercial 1831 Solid Waste Collection must be transported to, and Disposed of at, the Disposal Facility. Failure to comply 1832 with this provision may result in assessment of Administrative Charges and Penalties as specified in Exhibit 1833 5 and may result in Contractor being in default under this Agreement. 1834

12.05 Commercial Recyclable Materials Service. This service is governed by the following terms 1835 and conditions: 1836

A. Conditions of Service. Contractor must provide Commercial Recyclable Materials 1837 Service to all Commercial Service Units in the Service Area whose Recyclable Materials are properly 1838 containerized in Recyclable Materials Collection Containers, except as set forth below, where the Recyclable 1839 Materials Collection Containers are accessible. The Maximum Service Rates for Contractor’s Commercial 1840 Recyclable Materials Services are set forth in Exhibit 1. 1841 B. Base Commercial Recyclable Materials Service. All Commercial Service Recipients 1842 subscribing to Commercial Solid Waste Collection Service must receive weekly Collection of Recyclable 1843 Materials with a minimum of at least one 65-gallon Blue Recyclable Materials Cart per Service Recipient at 1844 no additional cost as part of the base service and included in the Bundled Rate set forth in Exhibit 1. The 1845 actual configuration of Recyclable Materials Collection Container sizes to be provided will be based on the 1846 total equivalent volume and configured in a manner determined by the Service Recipient in consultation with 1847 Contractor. 1848
C. Size and Frequency of Service. This service will be provided as deemed necessary 1849 and determined between Contractor and the Service Recipient, but such service must be received no less 1850 than one (1) time per week with no exception for Holiday(s) as set forth herein, except that Collection service 1851 scheduled to fall on a Holiday may be rescheduled as determined between the Service Recipient and 1852 Contractor as long as the minimum frequency requirement is met. Service may be provided by Collection 1853 Container at the option of the Service Recipient. The size of the Collection Container and the frequency 1854 (above the minimum) of Collection will be determined between the Service Recipient and Contractor. 1855 However, size and frequency must be sufficient to provide that no Recyclable Materials need be placed 1856 outside the Collection Container. Contractor may charge for Commercial Recyclable Materials Services 1857 above the weekly trash volume equivalent and must provide Recyclable Materials Collection Containers as 1858 a part of the Bundled Service with rates set forth in Exhibit 1. Service Recipients may own and provide their 1859 own Compactor provided that the Service Recipient is completely responsible for its proper maintenance, 1860 and that such Compactor is of a type that is compatible with Contractor's equipment. All other Collection 1861 Containers used by Service Recipients must be owned and supplied by Contractor. 1862 D. Recyclable Materials - Improper Procedure. Contractor is not required to Collect 1863 Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Commercial 1864 Solid Waste and Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials 1865 that are contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1866 Contractor must follow the steps as set forth in Section 5.07. 1867 E. Materials Recovery Facility. All Recyclable Materials Collected as a result of 1868 performing Recyclable Materials Services must be delivered to the Materials Recovery Facility listed in 1869 Exhibit 8. Failure to comply with this provision may result in assessment of Administrative Charges and 1870 Penalties as specified in Exhibit 5 and may result in Contractor being in default under this Agreement. 1871 F. Recyclable Materials - Changes to Work. Should changes in law arise that 1872 necessitate any additions or deletions to the work described herein including the type of items included as 1873 Recyclable Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement 1874

amendment covering such modifications to the work to be performed and the compensation to be paid in 1875 accordance with Section 30.02 before undertaking any changes or revisions to such work. 1876 G. Additional Recyclable Materials Collection Containers. Contractor must provide 1877 additional Recyclable Materials Collection Containers to Commercial Service Recipients above the minimum 1878 requirements within five (5) days of request and may charge for such additional capacity set forth in Exhibit 1879 1 provided that additional Collection Containers are used by Service Recipients for the purposes of setting 1880 out additional Recyclable Materials for regular weekly Commercial Recyclable Materials Service. 1881

12.06 Commercial Organic Waste Collection Service. This service is governed by the following 1882 terms and conditions: 1883
A. Conditions of Service. Contractor must provide Commercial Organic Waste 1884 Collection Service to all Commercial Service Units in the Service Area whose Organic Waste is properly 1885 containerized in Organic Collection Containers, where the Organic Waste Collection Containers are 1886 accessible. Contractor will conduct a site visit with each non-exempt Service Recipient to determine the 1887 specific materials to be included in the Service Recipient’s Organic Waste Collection (i.e., Food Waste, 1888 Green Waste, combined Food and Green Waste). Contractor will charge for Collection of Organic Waste 1889 within the Bundled Service rate specified in Exhibit 1. For Organic Waste Collected in Collection Containers 1890 beyond the size specified in the Bundled Service rate, Contractor will charge at the rate set forth in Exhibit 1891

1. Contractor agrees that not all Service Units will elect to receive Organic Waste Collection Service in Carts, 1892 and that Contractor will provide Organic Waste Collection Bins upon request and as necessary. Service 1893 Recipients may elect to add Green Waste only Collection Bins to their service at pricing included in Exhibit 1894

1. Contractor will provide enough Collection Containers and at a Collection frequency to allow for any such 1895 Service Unit to utilize the Collection of Organic Waste. Commercial Organic Waste Collection will occur 1896 Monday through Saturday upon request and as necessary. City shall provide Contractor a list of the names 1897 and addresses of Commercial Service Units that are approved by City for exemption from Organic Waste 1898 Collection. 1899
B. Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1900 Waste to the Organic Waste Processing Facility listed in Exhibit 8. Failure to comply with this provision may 1901 result in assessment of Administrative Charges and Penalties as specified in Exhibit 5 and may result in 1902 Contractor being in default under this Agreement. 1903 C. Organic Waste Collection Frequency. Contractor must comply with CalRecycle 1904 Collection frequency requirements as they may apply during the Term of this Agreement. If any such 1905 changes to Collection frequency are adopted after Commencement Date that result in Contractor being 1906 allowed to reduce the frequency of Garbage or Organic Waste Collection, or otherwise cause Contractor to 1907 reduce its Collection costs as a result in a change in Garbage or Organic Waste Collection frequency, 1908 Contractor must provide City with its estimate of its reduced costs and shall make adjustments to the 1909 Maximum Service Rates. 1910
D. Base Commercial Organic Waste Service. All Commercial Service Recipients 1911 subscribing to Commercial Garbage Collection Service must receive weekly Collection of the equivalent 1912

volume of at least one (1) 65-gallon Green Organic Waste Cart per Service Recipient at no additional cost 1913 as part of the base service included in the Bundled Service rate. The actual configuration of Organic Waste 1914 Collection Container sizes to be provided will be based on the total equivalent volume and configured in a 1915 manner determined by the Service Recipient in consultation with Contractor. Contractor may charge for 1916 Commercial Organic Waste Collection as set forth in Exhibit 1. 1917 E. Size and Frequency of Service. This service will be provided as deemed necessary 1918 and determined between Contractor and the Service Recipient, but such service must be received no less 1919 than one (1) time per week with no exception for Holiday(s) as set forth herein, except that Collection service 1920 scheduled to fall on a Holiday may be rescheduled as determined between the Service Recipient and 1921 Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 1922 at the option of the Service Recipient. The size of the Container and the frequency (above the minimum) of 1923 Collection will be determined between the Customer and Contractor. However, size and frequency must be 1924 sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service 1925 Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1926 responsible for its proper maintenance, and that such Compactor is of a type that is compatible with 1927 Contractor's equipment. All other Collection Containers used by Service Recipients must be owned and 1928 supplied by Contractor. 1929
F. Organic Waste - Improper Procedure. Contractor is not required to Collect Organic 1930 Waste if the Service Recipient does not separate the Organic Waste from Solid Waste and Recyclable 1931 Materials. Furthermore, Contractor is not required to Collect Organic Waste that is contaminated through 1932 commingling with Solid Waste or Recyclable Materials. To address contamination, Contractor must follow 1933 the steps set forth in Section 5.07. 1934
G. Organic Waste - Changes to Services. Should changes in law arise that necessitate 1935 any additions or deletions to the services described in this Section, including the type of items included as 1936 Organic Waste, the parties will negotiate any necessary cost changes and will enter into an Agreement 1937 amendment covering such modifications to the services to be performed and the compensation to be paid 1938 in accordance with Section 30.02 before undertaking any changes or revisions to such services. 1939 H. Additional Organic Waste Collection Containers. Contractor must provide additional 1940 Organic Waste Collection Containers to Service Recipients at the rates listed in Exhibit 1 provided that 1941 additional Collection Containers are used by Service Recipients for the proposes of setting out additional 1942 Organic Waste materials for regular weekly Organic Waste Collection Service. 1943 ARTICLE 13 Industrial Service 1944

13.01 Contractor shall provide temporary Bin and Roll-Off Container service, including 1945 Construction and Demolition Debris Bins, to Service Recipients. Contractor must offer temporary Roll-Off 1946 Containers in 10-, 20-, 30-, and 40-cubic-yard sizes. Contractor shall deliver such Bin or Roll-Off Container 1947 within one (1) Business Day of request whenever possible. The size of the Container and the frequency 1948 of Collection will be determined between the Service Recipient and Contractor, and the Maximum Rate 1949 for such service shall not exceed that listed in Exhibit 1. 1950

13.02 Contractor shall provide monthly Roll-Off Container service, including Construction and 1951 Demolition Debris Bins, to Service Recipients. Contractor may offer monthly Roll-Off Containers in 1-, 3- 1952 10-, 20-, 30-, and 40-cubic-yard sizes. Contractor shall deliver such Roll-Off Container within one Business 1953 Day of request whenever possible. Contractor must also either provide Collection Service from 1954 Compactors that are owned by Commercial Service Units or provide Compactors for Commercial Service 1955 Units to use for Collection Service.. The size of the Container and the frequency of Collection will be 1956 determined between the Service Recipient and Contractor. 1957

13.03 Hours of Collection. Industrial Collection Service must be provided commencing no earlier 1958 than 4:00 a.m., and terminating no later than 7:00 p.m., Monday through Saturday, except for Holidays. 1959 The hours, day, or both of Collection may be extended due to extraordinary circumstances or conditions 1960 with the prior verbal or written consent of the Agreement Administrator. 1961 ARTICLE 14 City Services 1962

14.01 City Collection Services. 1963
A. Contractor shall provide Garbage, Recyclable Materials, and Organic Waste 1964 Collection Services to all City Service Units, or as City may designate in the future (and where applicable, 1965 subject to the conditions in this Section), where the Containers are not blocked and are accessible by 1966 Contractor’s Collection Vehicles. City may update Exhibit 2 annually. 1967 B. [RESERVED] 1968
C. Public Garbage Cans and City Transit Shelters. Contractor shall provide Garbage 1969 Collection services to public trash cans and City-owned bus stops not less than three (3) days per week. 1970 Collection service shall include power-washing public trash cans and maintaining cleanliness in and around 1971 the trash cans on an annual basis. City public trash cans and Transit Shelter Garbage Collection Service 1972 Areas are specified in Exhibit 2. 1973
D. Development Review. Contractor, upon City’s request, shall assist the City in the 1974 review of applicants’ plans for projects covered by Public Resources Code § 42911, including commercial 1975 and multi-family projects, to provide for effective and economical accumulation and Collection of Solid 1976 Waste. 1977
E. Contractor shall publicize, to the satisfaction of City, two options for members of the 1978 public to use to report abandoned waste and illegal dumping. The first option, which is preferred by the City, 1979 is for the public to use the City’s free smartphone application, Hercules Connect. This option should always 1980 be listed first in publicity materials. The second option is the Contra Costa Clean Water Program toll free 1981 number 1-800-NO DUMPING. 1982
F. City-Sponsored Events Service. Upon request by the City, Contractor shall provide 1983 Garbage, Recyclable Materials, and Organic Waste Containers and Collection Services at up to four (4) 1984

City-Sponsored Events annually at no cost to the City. Containers shall be delivered and picked up on the 1985 same day as each event, to prevent unauthorized use of the Containers. 1986

14.02 City Collection Conditions of Service. City Collection Services shall be governed by the 1987 following terms and conditions: 1988
A. Contractor’s Good Will. In exchange for the good will of the City and the general 1989 public, Contractor voluntarily agrees to provide Solid Waste Collection under this Article at no cost to the 1990 City excepting excess service as provided in this Article and warrants that such service shall neither impact 1991 the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients. 1992 B. Contractor shall receive written permission from the City before placing any 1993 Collection Containers on City-owned property for service. 1994 C. Contractor shall limit the number of trips and the path of travel for Collection 1995 Vehicles in City parking lots. 1996
D. Container Service. City Facilities shall be provided Solid Waste Collection generally 1997 subject to the same terms and conditions as similar Service Units regarding Container specifications, repair, 1998 replacement, cleanings, and exchange; provided the City shall not be charged for any requests for such 1999 services. 2000
E. Frequency of Service. The frequency of Collection may be designated by the City, 2001 but not to exceed six (6) times per week per Container. City may change the City Service Units receiving 2002 service, and the Container volume and Collection frequency provided to any City Service Unit, by written 2003 notice to Contractor. 2004
F. Keys to City Facilities. City may issue Contractor sets of keys to facilitate access to 2005 City Service Unit sites. Contractor shall be responsible for the safekeeping of these keys, and shall pay for 2006 the replacement cost of keys if replacements are needed. 2007 G. Disposal Services. The City shall have the privilege of depositing non-hazardous 2008 solid wastes that require no special handling produced by regular municipal operations and collected by 2009 municipal employees on municipally-owned property at the Golden Bear Transfer Station at no cost to the 2010 City. 2011

ARTICLE 15 Additional Services 2012

15.01 Community Clean-Up Events. Contractor shall provide Collection Services at City-Wide 2013 Community Clean-Up Events. At no cost to the City, the Contractor shall provide up to twenty-seven (27) 40-2014 yard Roll-off Containers. The services shall be provided in a manner that meets all needs of the City-Wide 2015 Community Clean-Up Event. The Agreement Administrator shall notify Contractor in writing or email not less 2016 than three (3) weeks prior to the date of each City-Wide Community Clean-Up Event. 2017

15.02 Recovered Organic Waste Procurement. Contractor shall assist the City in meeting the SB 2018 1383-mandated recovered Organic Waste procurement target. At no cost to the City, Contractor must 2019 assist City in arranging for produced Compost, mulch, or other recovered Organic Waste products to 2020 comply with SB 1383 procurement requirements to be delivered in qualities, quantities, locations, and 2021 times agreed on between City and Contractor. Such Contractor assistance can be in the form of 2022 backhauling materials or setting aside locations for Service Recipients to pick up produced Compost/mulch 2023 at an approved facility. Contractor agrees to provide up to fifty (50) cubic yards of Compost or mulch to 2024 the City annually. 2025
ARTICLE 16 Collection Routes 2026

16.01 Service Routes. Contractor must provide City with maps and digital mapping data precisely 2027 defining Collection routes, together with the days and the times at which Collection will regularly 2028 commence. 2029

16.02 Service Routes Near Schools. Contractor agrees not to schedule Collection service within 2030 500 feet of a school’s roadway frontage and/or driveways during either the school’s daily morning student 2031 arrival window(s) or the school’s daily afternoon student departure window(s). 2032

16.03 [RESERVED] 2033

16.04 Service Route Changes. Contractor must submit to City, in writing, any proposed route 2034 change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of 2035 implementation. Contractor may not implement any route changes without the prior review and approval 2036 of the Agreement Administrator, which approval shall not be unreasonably withheld. If the change will 2037 change the Collection day for a Service Recipient, Contractor must notify those Service Recipients in 2038 writing of route changes not less than thirty (30) days before the proposed date of implementation. Route 2039 changes shall only be allowed every 2 years. 2040

16.05 Collection Route Audits. City reserves the right to conduct audits of Contractor’s Collection 2041 routes. Contractor must cooperate with City in connection therewith, including permitting City employees 2042 or agents designated by the Agreement Administrator to ride in the Collection Vehicles to conduct the 2043 audits. Contractor has no responsibility or liability for the salary, wages, benefits, or worker compensation 2044 claims of any person designated by the Agreement Administrator to conduct such audits. 2045

ARTICLE 17 Minimum Performance Standards 2046

17.01 Billing Audit and Performance Reviews. 2047
A. Contractor Shall Review its Billings to all Customers. The purpose of the review is 2048 to determine that the amount which the Contractor is billing each Customer is correct regarding the level of 2049 service (i.e., frequency of Collection, size of Container, location of Container) at the rates approved by City 2050 Council resolution... 2051
B. Billing Audit and Performance Reviews. City may conduct billing audit and 2052 performance reviews (together, “reviews”) of Contractor’s performance during the Term of this Agreement, 2053 as provided herein. City may conduct two (2) full reviews, with payment to City as stated in Section 2054

17.01.B.1.1 below, during the Initial Term of this Agreement. The purpose of these full reviews will be as 2055 described in Section 17.01.B.2 below. 2056

17.01.B.1 Selection and Cost. The reviews will be performed by the City or a 2057 qualified firm under contract with the City. City will have the final responsibility for the selection of the firm. 2058 City may conduct reviews at any time during the Term of the Agreement. Contractor shall pay the City’s 2059 costs for the performance review, up to $40,000 per review. 2060

17.01.B.2 Purpose. The reviews will be designed to verify: that Customer billing 2061 rates have been properly calculated and correspond to the level of service received by the Customer, that 2062 Contractor is correctly billing for all services provided, that Franchise Fees and other fees required under 2063 this Agreement have been properly calculated and paid to City. The review will specifically include a 2064 determination of Contractor’s compliance with the public outreach and education requirements of Article 2065

20. City (or its designated consultant) may review the Customer service functions and structure utilized by 2066 Contractor. This may include Contractor’s protocol for addressing Customer complaints and service 2067 interruption procedures. Complaint logs may be reviewed, along with procedures and systems for tracking 2068 and addressing complaints.. 2069

17.01.B.3 Contractor’s Cooperation. Contractor shall cooperate fully with the 2070 review and provide all requested data, including non-confidential operational data, financial data, and other 2071 data reasonably requested by City within fifteen (15) Workdays of the request.. 2072 C. Additional Billing Audit and Performance Review. In the event that the Billing Audit 2073 and Performance Review concludes that Contractor is not in compliance with all terms and conditions of this 2074 Agreement and such non-compliance is material, Contractor is subject to reimbursement to the City for any 2075 underpayments discovered during the Audit.. 2076
D. RESERVED. 2077

17.02 Cooperation with Other Program Reviews. Contractor shall cooperate with City and/or its 2078 agent(s) as reasonably requested to collect program data, perform field work, conduct route audits to 2079 investigate Customer participation levels and set-out volumes, and/or evaluate and monitor program 2080

results related to Garbage, Recyclable Materials, and Organic Waste Collected in City by Contractor, 2081 provided that such cooperation can be accomplished at no additional cost to Contractor and without 2082 interfering with Contractor’s operations. Failure of Contractor to submit requested data or information to 2083 City within fifteen (15) Workdays of a request may result in assessment of Administrative Charges and 2084 Penalties as specified in Exhibit 5. 2085
ARTICLE 18 Collection Equipment 2086

18.01 General Provisions. All equipment used by Contractor in the performance of services under 2087 this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality 2088 standards, including all applicable provisions of Air Quality Management District. Collection vehicles must 2089 be designed and operated so as to prevent Collected materials from escaping from the vehicles. Hoppers 2090 must be closed on top and on all sides with screening material to prevent Collected materials from leaking, 2091 blowing, or falling from the vehicles. All trucks and Containers must be watertight and must be operated 2092 so that liquids do not spill during Collection or in transit. 2093

18.02 RESERVED. 2094

18.03 Collection Vehicles. Contractor must use Collection Vehicles as listed in the schedule 2095 included in Exhibit 4 and in good operating condition suitable for use in collection operations within the 2096 City. Contractor shall register all new Collection Vehicles under this Agreement to its address within the 2097 City and if possible shall report all purchases of Collection Vehicles under this Agreement as attributable 2098 to the City for sales tax purposes. Collection Vehicles must utilize low carbon (“alternative”) fuel, which 2099 must be renewable natural gas (RNG), liquefied natural gas (LNG), CNG, biodiesel, or electric unless 2100 otherwise pre-authorized by the City in writing. If, during the Term of the Agreement, new technologies are 2101 available (such as hybrid or electric powered Collection vehicles), the City or the Contractor may 2102 request/negotiate implementation of such new Collection vehicles, with a corresponding change to the 2103 Maximum Service Rates to reflect additional cost or savings. During the Term, to the extent required by 2104 law, Contractor shall provide its Collection Vehicles to be in full compliance with all Applicable Laws, 2105 including State and Federal clean air requirements that are adopted, including, but not limited to, the 2106 California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in 2107 California Code of Regulations, Title 13, Sections 2020 et seq., the California Air Resources Board 2108 Advanced Clean Fleets Regulation as outlined in California Code of Regulations, Title 13, Sections 2013 2109 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations, and all other applicable air pollution 2110 control laws. 2111

18.04 Registration; Inspection. All vehicles used by Contractor in providing Solid Waste 2112 Collection under this Agreement, except those vehicles used solely on Contractor’s Premises, are to be 2113 registered with the California Department of Motor Vehicles. In addition, each such vehicle must be 2114 inspected by the California Highway Patrol in accordance with Applicable Law. Within two (2) Workdays 2115 of a request from the Agreement Administrator, Contractor must provide City a copy of its vehicle 2116 maintenance log and any safety compliance report, including, but not limited to, any report issued under 2117 California Vehicle Code Sections 34500 and following, as well as the biennial “BIT” inspections conducted 2118 by the California Highway Patrol. 2119

18.05 Safety Markings. All Collection equipment used by Contractor must have appropriate safety 2120 markings including, but not limited to, highway lighting, flashing, and warning lights, clearance lights, and 2121 warning flags. All such safety markings must be in accordance with the requirements of the California 2122 Vehicle Code, as may be amended from time to time. 2123

18.06 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered without 2124 repetition and must have Contractor's name, and the number of the vehicle painted in letters of contrasting 2125 color, at least four (4) inches high, on each side and the rear of each vehicle. No advertising is permitted 2126 other than the name of Contractor, its logo, and its registered service marks, except for promotional 2127 advertisement of the Recyclable Materials and Organic Waste programs, which is encouraged. 2128

18.07 Bin and Roll-off Container Signage, Painting, and Cleaning. All metal Bins and Roll-off 2129 Containers of any service type furnished by Contractor must be either painted or galvanized, in compliance 2130 with all applicable container lid color specifications as set forth by CalRecycle. All metal or plastic bins and 2131 Roll-off Containers must display Contractor’s name, Contractor’s customer service telephone number, and 2132 the number of the Bin or Roll-off Container and must be kept in a clean and sanitary condition. Bins must 2133 also have labels that comply with Section 20.10 of this Agreement. Bins and Roll-off Containers should be 2134 free of dents and graffiti and newly painted at the start of this Agreement and painted as needed to maintain 2135 an orderly appearance throughout the Term of the Agreement, but not less frequently than once every 2136 three years. Bins and Roll-off Containers may be subject to periodic, unscheduled inspections by City, and 2137 determination as to sanitary condition will be made by City. 2138

18.08 Vehicle Certification. For each Collection Vehicle used in the performance of services 2139 under this Agreement, Contractor must obtain a certificate of compliance (smog check) issued pursuant 2140 to Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and 2141 regulations promulgated thereunder, and/or a safety compliance report issued pursuant to Division 14.8 2142 of the California Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, 2143 as applicable to the vehicle. Contractor must maintain copies of such certificates and reports and must 2144 make such certificates and reports available for inspection upon request by the Agreement Administrator. 2145 A. By July 1, 2025, Contractor must submit to the Agreement Administrator verification 2146 that each of the Contractor’s Collection Vehicles has passed the California Heavy Duty Vehicle Inspection. 2147 Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to be tested annually in the 2148 California Heavy Duty Inspection Program and must, upon request, submit written verification to City within 2149 ten (10) Workdays of the completion of such test. Contractor may not use any vehicle that does not pass 2150 such inspection. 2151

18.09 Equipment Maintenance. Contractor must always maintain Collection equipment in a clean 2152 condition and in good repair. All parts and systems of the Collection equipment must operate properly and 2153 be maintained in a condition satisfactory to City. Contractor must wash all Collection Vehicles at least once 2154 a week. 2155

18.10 Maintenance Log. Contractor must maintain a maintenance log for all Collection Vehicles. 2156 The log must always be accessible to City by physical inspection upon request of Agreement 2157

Administrator, and must show, at a minimum, each vehicle’s Contractor-assigned identification number, 2158 date purchased or initially leased, dates of performance of routine maintenance, dates of performance of 2159 any additional maintenance, and description of additional maintenance performed. 2160

18.11 Equipment Inventory. On or before July 1, 2025, Contractor shall provide to City an 2161 inventory of Collection Vehicles and major equipment used by Contractor for Collection or transportation 2162 and performance of services under this Agreement. The inventory must indicate each Collection Vehicle 2163 by Contractor-assigned identification number, DMV license number, the age of the chassis and body, the 2164 type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of 2165 acquisition, the decibel rating, and the maintenance and rebuild status. Contractor must submit an updated 2166 inventory, either via email or via electronic document sharing site (e.g., Dropbox), to the Agreement 2167 Administrator, either annually or more often, at the request of the Agreement Administrator. Each inventory 2168 must also include the tare weight of each vehicle as determined by weighing at a certified scale used by 2169 Contractor. Each vehicle inventory must be accompanied by a certification signed by Contractor that all 2170 Collection Vehicles meet the requirements of this Agreement. 2171

18.12 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection 2172 equipment which can be put into service and operation. Such reserve equipment must correspond in size 2173 and capacity to the equipment used by the Contractor to perform the contractual duties. 2174

18.13 RNG Fuel Procurement Credits. Contractor agrees to coordinate and cooperate with the 2175 City to meet its Recovered Organic Waste Product procurement target, as defined in, and required by 2176 Applicable Law. In support of that objective, the City will receive any applicable SB 1383 Recovered 2177 Organic Waste Product procurement credits for all RNG used by the Contractor to power Contractor’s 2178 Collection vehicles as allowed by the Applicable Law and within the time provided therein. 2179 ARTICLE 19 Contractor’s Office 2180

19.01 Contractor’s Office. Contractor shall maintain an office in the City of Richmond, California, 2181 that is accessible to persons with disabilities as required by the Americans with Disabilities Act (ADA). 2182 Such office must be equipped with enough telephones so that all Collection Service-related calls received 2183 during normal business hours are answered by an employee within five (5) rings. The office must have 2184 responsible persons in charge during Collection hours, and must be open during normal business hours 2185 (8:00 a.m. to 5:00 p.m. on Monday through Friday). Contractor must provide either a local or toll-free 2186 telephone number that connects to the call center described in Section 19.02, and a telephone answering 2187 service or mechanical device to receive Service Recipient inquiries during those times when the office is 2188 closed. Calls received after normal business hours must be addressed the next Workday morning. 2189

19.02 Customer Service Call Center. Contractor must maintain a Customer Service call center 2190 within the United States. Such office must be equipped with enough telephones that all customer service-2191 related calls are answered by an employee if they are received during normal business hours (8:00 a.m. 2192 to 5:00 p.m. on Monday through Friday). 2193

19.03 Emergency Contact. Contractor must provide the Agreement Administrator with an 2194 emergency phone number where the Contractor can be reached outside of the required office hours. 2195

19.04 Multilingual/Telecommunications Device for the Deaf (TDD) Service. Contractor must 2196 always maintain the capability of responding to telephone calls in English, Spanish, and such other 2197 languages as City may direct. Contractor must always maintain the capability of responding to telephone 2198 calls through TDD Services. 2199
Service Recipient Calls. Contractor must maintain a Customer Service call center within the United 2200 States. Such office must be equipped with enough telephones that all customer service-related calls 2201 are answered within an average speed of answer of .19 seconds by an employee if they are received 2202 during normal business hours (8:00 a.m. to 5:00 p.m. on Monday through Friday). Contractor must 2203 record all calls, including any inquiries, service requests, or complaints, into a customer service log 2204 ARTICLE 20 Contractor Support Services 2205

20.01 Sustainability/Compliance Representative. Contractor will hire staff, including at least two 2206 dedicated full-time Sustainability/Compliance Representatives to work exclusively within the Authority 2207 service area, as of the Commencement Date, to conduct site visits and provide outreach and education in 2208 support of meeting Franchise and CalRecycle Diversion requirements and to meet State mandates 2209 associated with Applicable Law and all amendments and related subsequent legislation. The 2210 Sustainability/Compliance Representatives shall be available as needed to meet with the City and conduct 2211 site visits to implement Recyclable Materials and Organic Waste programs in the Service Area at least 2212 four days a week throughout the year. City may request monthly meetings with Contractor to discuss 2213 problems or issues such as Collection or Recycling programs, Billing or Service Recipient service issues, 2214 and day-to-day operations. 2215

20.02 Sustainability and Compliance Plan. Contractor, at its own expense, must prepare, submit, 2216 and implement an annual (Calendar Year) Sustainability and Compliance Plan (“Plan”), which will guide 2217 Contractor’s staff’s work efforts. This Plan will include measures to meet Diversion targets, increase 2218 Diversion, and increase participation of Service Recipients in Recyclable Materials and Organic Waste 2219 Diversion programs, and should target certain Recyclable Materials or “problem” areas, including 2220 Recyclable Materials and Organic Waste sorting and contamination, within Contractor’s Service Area 2221 where improvements can be maximized. Planned outreach and education services and outreach materials 2222 should be included as part of the Plan and updated annually, and new outreach materials shall not be 2223 circulated to the public without City review and approval. Targets of outreach shall be based on local trends 2224 and Recycling patterns from data obtained by both the City and Contractor. Contractor will maintain current 2225 and state-of-the-art public outreach and education services throughout the Term of this Agreement by 2226 providing outreach materials to Service Recipients electronically (via email and social media). Contractor 2227 must submit first year draft Plan to the City prior to the Commencement Date and by July 1st each year 2228 thereafter for the Term of the Agreement. City shall review and provide revisions to draft Plan within thirty 2229 (30) days of receipt. City shall review, provide comments, approve all education, and outreach materials. 2230 Contractor must revise and submit final Plan to City by December 1, 2025, for first year and then each 2231 year thereafter for the Term of the Agreement. Contractor’s Plan is provided in Exhibit 9. 2232

A. RESERVED. 2233
B. RESERVED. 2234
C. Outreach Regarding Recyclability of Materials. Contractor shall create and maintain 2235 at minimum one (1) piece of educational material that addresses: 2236 (a) RESERVED 2237
(b) The importance of keeping recyclables empty, clean, and dry. 2238 (c) A list of materials that are likely to be recycled if placed in City Recyclable Materials 2239 Containers. 2240
Contractor shall also create and maintain at minimum one (1) piece of educational material that addresses: 2241 (a) The Organic Waste stream standards of the local transfer and processing facilities that 2242 receive City Organic Waste. 2243
(b) The related importance of keeping prohibited materials out of the City’s Organic Waste 2244 stream. 2245
(c) The potential end uses of Compost depending on the material’s quality and levels of 2246 contamination. 2247

20.03 RESERVED. 2248

20.04 Compliance Notices. Contractor shall send SB 1383, AB 341, and AB 1826 compliance 2249 notices quarterly to all eligible Commercial entities and MFDs that do not subscribe to Organic Waste 2250 and/or Recyclable Materials Collection Service with the Contractor and/or do not provide an alternate 2251 method for Diverting Organic Waste, in conformance with Applicable Law. These notices shall also notify 2252 businesses of requirements under AB 827. Contractor shall mail notifications quarterly on or before the 2253 last day of the month following the end of the quarter. 2254

20.05 Technical Assistance. 2255
A. Site Visits. Contractor shall provide comprehensive Recycling technical assistance 2256 to MFD and Commercial Customers with the primary purpose of helping Customers increase Recyclable 2257 Materials and Organic Waste Collection services and reducing Solid Waste Collection service. The technical 2258 assistance services shall conform with the following performance expectations per month: 2259 Task Minimum Number of related actions taken
Phone Calls 20
In-Person Site Visits (i.e., Customer contact) 40

Site visits shall include on-site assessments of the MFD and Commercial Premises to improve Recyclable 2260 Materials and Organic Waste Collection program participation and provide recommendations to Customers 2261 on how to improve overall resource efficiency. During the site visits, Contractor will be required to provide 2262 and/or restock posters, “how to” guides, personal Recyclable Materials baskets/bags for MFD tenants, and 2263 any other appropriate materials, and to provide new signage for the Recyclable Materials and Organic 2264 Waste Containers if necessary. This program shall also involve preparation and presentation of reports to 2265 the City on the Contractor’s efforts and results of the technical assistance efforts. 2266 B. Compliance Reviews. 2267

20.05.B.1 General Requirement. At least annually, beginning in 2025, Contractor 2268 shall review the records of its Commercial and MFD Customers in City that are subscribed for at least two 2269 (2) cubic yards per week of combined Solid Waste, Organic Materials, and Recyclables service, to 2270 determine whether such Customers are subscribed for Organic Materials Collection service or have an 2271 applicable waiver. Contractor shall include the results of each Compliance Review in its next regularly 2272 scheduled report to City. 2273

20.05.B.2 Site Visit Requirement for Non-Compliance. Contractor shall conduct 2274 a site visit to each Commercial and MFD Customer in City that is determined to (a) not be enrolled in 3-2275 Container Collection service, and (b) not be eligible for a waiver based on the City determination. Contractor 2276 shall conduct in-person site visits (i.e., direct Customer contact) to provide educational material about the 2277 law’s requirements to Commercial and MFD Customers at least once every 3 years. 2278

20.05.B.3 Site Visit Requirement for All Customers. All Commercial and MFD 2279 Customers in the City shall receive a site visit from Contractor to affirm proper sorting procedures and sizing 2280 of Containers at least once every 5 years. 2281

20.06 Education and Outreach Materials. Contractor must implement public education and 2282 outreach in conformance with Applicable Law and in coordination with City. Contractor shall attend public 2283 events and host booths to promote Recycling education and awareness. Contractor will work with City to 2284 identify which special events will be attended. Contractor, together with City, shall work with local media 2285 to ensure information on new programs, events, Recyclable Materials, Organic Waste, etc., is 2286 communicated to the community. Contractor shall use a variety of options, such as local paper, news, 2287 websites, and social media, as well as in-person visits to Homeowners Associations, schools, and civic 2288 groups to distribute information and education about City Solid Waste and Recyclable Materials programs 2289 and events. In terms of social media and websites, Contractor shall make their best effort to share 2290 information through platforms that are commonly used and culturally relevant, including platforms that are 2291 known to reach younger populations and Spanish-speaking populations. Examples may include 2292 Instagram, WhatsApp, NextDoor, and TikTok, though that list is expected to become outdated within a 2293 year or two. All educational and outreach materials shall be provided in English and Spanish, and City 2294 may direct some or all materials to also be produced in other languages to be determined. 2295 A. Available Services Notice and Information. At least annually, Contractor must 2296 publish and distribute (by mail or electronically) a notice to all Service Units regarding the full range of 2297

services offered. The notice must be provided in English and Spanish and may be provided in the form of a 2298 link or QR code on a regular quarterly newsletter that leads to the notice. The notice must contain at a 2299 minimum (i) definitions of the materials to be Collected; (ii) procedures for setting out materials; (iii) the days 2300 when Garbage, Recyclable Materials, and Organic Waste Services will be provided; (iv) Contractor’s local 2301 customer service phone number; (v) instructions on the proper filling of Containers; (vi) instructions as to 2302 what materials may or may not be placed in Recyclable Materials or Organic Waste Containers; (vii) how to 2303 select Container sizes to maximize Diversion; (viii) information about participation in Recyclable Materials 2304 and Organic Waste programs; (ix) the fees for Overage and Contamination in the event of non-compliance; 2305 (x) the availability of on-premises Collection Services, including the availability of no-charge on-premises 2306 Solid Waste Collection for qualified persons; (xi) the availability of Bulky Waste Services; (xii) the availability 2307 of the Golden Bear Transfer Station drop-off voucher program; (xiii) information about Neighborhood Clean-2308 Up days, including any specific upcoming dates and locations; and (xiv) the information about Free Bulky 2309 Waste Drop-off days, including any specific upcoming dates and locations. 2310 B. Contractor shall provide the following to all its Customers under the Agreement 2311 annually. Contractor shall also provide the following to all MFD residents, provided that City provides 2312 Contractor with a list of contact information for these residents. 2313 (i) Information on the Customer’s requirements to properly separate materials in 2314 appropriate Containers. 2315
(ii) Information on methods for: the prevention of Organic Materials generation, Recycling 2316 Organic Materials on-site, sending Organic Materials to community Composting, and 2317 any other local requirements regarding Organic Materials. 2318 (iii) Information regarding the methane reduction benefits of reducing the landfill Disposal 2319 of Organic Materials, and the methods of Organic Materials recovery contemplated by 2320 the Agreement. 2321
(iv) Information regarding how to recover Organic Materials. 2322 (v) Information related to the public health and safety and environmental impacts 2323 associated with the landfill Disposal of Organic Materials. 2324 (vi) The above information will be provided, at a minimum, through print and/or electronic 2325 media, and may also be provided through workshops, meetings, and/or on-site visits. 2326 All information that SB 1383 requires the City to distribute shall be posted on 2327 Contractor’s website. 2328
(vii) Contractor shall provide an educational webpage which includes downloadable copies 2329 of all the materials described in this Section. 2330
C. City-Specific Website. Contractor shall maintain a City-specific website that fully 2331 explains the Contractor’s current services and rates and the Diversion options available, and that allows 2332 Service Recipients to submit service changes, inquiries, complaints, or queries. The website must describe 2333

and promote the use of the available Recyclable Materials and Organic Waste services. Contractor’s local 2334 website must provide information specific to the City’s programs. Contractor will ensure that information 2335 provided on the website is maintained and up to date. Content will include proper Container set out 2336 instructions, educational materials, newsletters, and program descriptions. Website content shall be in 2337 English with translations into Spanish, and/or other languages to be determined. 2338 D. Recycling Resources. Contractor shall maintain accurate list of Recyclable 2339 Materials on its website and promote proper Recycling to all Service Recipients. Contractor shall consult, 2340 collaborate, and coordinate its Recycling outreach and educational materials and activities with the City and 2341 incorporate the City’s input on the Contractor’s Recycling resources and programs. 2342

20.07 Waiver Outreach, Applications, and Evaluation. 2343 A. Waiver Applications and Evaluation. In the event that such a service is no longer 2344 provided by the West Contra Costa Integrated Waste Management Authority, and subject to the terms and 2345 conditions of Section 30.01, Contractor shall be responsible for the distribution, collection, and evaluation of 2346 waiver applications as appropriate, and shall provide the City a recommendation to accept or deny waiver 2347 requests in accordance with SB 1383. Contractor shall develop waiver application forms and shall provide 2348 them to City for City approval prior to use. Contractor shall evaluate requests for exemption or waiver from 2349 the Act’s requirements on the basis of physical space or de minimis generation and provide the City periodic 2350 recommendations and supporting documentation to deny or approve waivers, including a site visit and re-2351 evaluation at least every five years as required by the SB 1383 Regulations. 2352

20.08 News Media Relations. Contractor will work with local media to ensure information is 2353 communicated to community (new programs, events, Recycling information, etc.). Contractor to use 2354 options such as local Newspaper, Radio/TV News outlets, Websites, and Social Media. Contractor will 2355 notify the Agreement Administrator by email or phone of all requests for news media interviews regarding 2356 the specific services in the City covered under this Franchise Agreement within one (1) Workday of 2357 Contractor’s receipt of the request. When practicable, before responding to any inquiries involving 2358 controversial City issues Contractor will discuss Contractor’s proposed response with the City Agreement 2359 Administrator. 2360

20.09 News Media Requests. Contractor will notify the Agreement Administrator by email or 2361 phone of all requests for news media interviews regarding the specific services provided under this 2362 Agreement within one (1) Workday of Contractor’s receipt of the request. When practicable, before 2363 responding to any inquiries involving controversial City issues, Contractor will discuss Contractor’s 2364 proposed response with the Agreement Administrator. 2365 A. Copies of draft news releases or Contractor drafted proposed trade journal articles 2366 that use the name of City must be submitted to the Agreement Administrator for prior review and approval 2367 at least five (5) working days in advance of release, except where Contractor is required by any Applicable 2368 Law to submit materials to any regulatory agency in a shorter period of time, in which case Contractor must 2369 submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency. 2370

B. Copies of articles resulting from media interviews or news releases that use the 2371 name of City must be provided to the City within five (5) days after publication. 2372

20.10 Acceptable Materials Labeling. Contractor must affix to each Recyclable Materials and 2373 Organic Waste Collection Container a sticker that is compliant with SB 1383 labeling requirements and 2374 approved by the City. Each sticker shall clearly list Acceptable materials to be placed in the corresponding 2375 Container, and each sticker shall also include a QR code that links to the Recycling education landing 2376 page within the Contractor’s City-specific website for the City. Stickers must be replaced annually and 2377 include any updates in the list of Acceptable materials (Exhibit 11). 2378

20.11 Programs and Services. Contractor must provide additional educational and outreach 2379 services and programs as requested by City at a price to be mutually agreed upon between the Contractor 2380 and the Agreement Administrator. In the event Contractor and the Agreement Administrator cannot reach 2381 a mutually agreed upon price for the requested service or program, City has the right to procure the service 2382 of other vendors or contractors to provide the requested service. 2383

20.12 Operations Plans. Contractor must adhere to the Customer Service Plan included as 2384 Exhibit 6 and Collection Service Operations Plan included as Exhibit 7, the two of which present the 2385 specific Collection programs that will be implemented in the City. 2386 ARTICLE 21 Emergency Service 2387

21.01 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, 2388 flood, tornado, event of force majeure or other natural or man-made disaster, or other such emergency 2389 event (collectively “Emergency Event), Contractor will continue to provide Solid Waste Collection to the 2390 maximum extent practicable, and in accordance with FEMA’s Public Assistance Debris Management 2391 Guide (FEMA-325). The Agreement Administrator may grant the Contractor a variance from regular routes 2392 and schedules, which will not be withheld unreasonably. As soon as practicable after such Emergency 2393 Event, Contractor must advise the Agreement Administrator when it is anticipated that normal routes and 2394 schedules can be resumed. The Agreement Administrator will try through the local news media to inform 2395 the public when regular services may be resumed. The clean-up from some Emergency Events may 2396 require that Contractor hire additional equipment, employ additional personnel, or work existing personnel 2397 on overtime hours to clean debris resulting from the event. If Contractor secures written authorization and 2398 approval from City through the Agreement Administrator, Contractor will receive additional compensation 2399 above the normal compensation contained in this Agreement to cover the costs of rental equipment, 2400 additional personnel, overtime hours, and other documented expenses based on the rates set forth in 2401 Exhibit 1. City will be given equal priority and access to resources as with other franchise jurisdictions held 2402 by Contractor or its affiliates. 2403

21.02 RESERVED. 2404

21.03 Emergency Event Recovery Support. In the event of an Emergency Event, Contractor 2405 agrees to provide recovery support upon request by Agreement Administrator. This may include additional 2406 hauling of debris, special handling such as wrapping waste in plastic (i.e., “burrito wrapping”), temporary 2407

storage of debris where feasible, additional disposal, use of different transfer and disposal facilities, and 2408 documentation of debris type, weight, and Diversion. Contractor should follow protocol laid out in the 2409 County’s Operational Area Mass Debris Management Plan (Annex to the Operational Area Emergency 2410 Response Plan) and any subsequent County or City Disaster Debris Plans, as applied to Solid Waste 2411 hauling and handling. 2412
ARTICLE 22 Record Keeping and Reporting 2413

22.01 Record Keeping. Notwithstanding Article 47 herein: 2414 A. Accounting Records. Contractor must maintain full, complete, and separate 2415 financial, statistical, and accounting records pertaining to cash, billing, and provisions of all Collection 2416 Services, acceptable to the City. Such records will be subject to audit, copy, and inspection for the purposes 2417 set forth in Section 17.01. Gross Revenues derived from customer billings for provision of the Collection 2418 Services, whether such services are performed by Contractor or by a subcontractor or subcontractors, will 2419 be recorded as revenues in the accounts of Contractor. The Contractor shall keep and preserve, during the 2420 Term of this Agreement, and for a period of not less than four (4) years following expiration or other 2421 termination hereof, full, complete, and accurate records, including all cash, billing, and disposal records, as 2422 indicated in the Agreement. 2423

22.01.A.1 City reserves the right to request audited, reviewed, or compiled 2424 financial statements prepared by an independent Certified Public Accountant, including any associated 2425 footnotes, or alternatively as may be provided by Contractor or its parent company. In the event that 2426 Contractor does not maintain separate financial or accounting records prepared specifically for services 2427 provided under this Agreement, Contractor may use industry standard allocation methods to provide 2428 financial information as applicable to the service provided under this Agreement. Failure of Contractor to 2429 provide requested financial statements to City within fifteen (15) Workdays of a request may result in 2430 assessment of Administrative Charges and Penalties as specified in Exhibit 5. 2431 B. Agreement Materials Records. Contractor must maintain records of the quantities 2432 of (i) Residential, MFD, and Commercial Solid Waste Collected and Disposed under the terms of this 2433 Agreement, (ii) Recyclable Materials, by type, Collected, purchased, processed, sold, donated, or given for 2434 no compensation under the terms of this Agreement, and (iii) Organic Waste by type, Collected, purchased, 2435 processed, sold, donated, or given for no compensation under the terms of this Agreement. Records must 2436 be provided to City as specified in Article 20, and upon additional request. 2437 C. Other Records. Contractor must maintain all other records reasonably related to 2438 provision of Collection Services, whether or not specified in this Agreement, and provide them upon City 2439 request. Failure of Contractor to submit requested records to City within fifteen (15) Workdays of a request 2440 may result in assessment of Administrative Charges and Penalties as specified in Exhibit 5. 2441 D. Failure to Report. The refusal of Contractor to file any of the reports required in the 2442 timelines required, or the inclusion of any materially false or misleading statement or representation made 2443 knowingly by Contractor in such report, shall be deemed a material breach of this Agreement and shall 2444

subject Contractor to all remedies, legal or equitable, which are available to City under this Agreement or 2445 otherwise. 2446
E. Report Format. All reports to be submitted in a form and format reasonably 2447 approved by the City, including electronic data submission. 2448

22.02 Online Waste Reporting System. Contractor shall, at no additional cost to the City, procure 2449 software to use as an Online Waste Reporting System, an online/digital data system that is specifically 2450 designed for recording and documenting activity and data related to Collection Services, including 2451 outreach, customer service, site visits, service levels, weights and volumes by waste stream, field issues 2452 for compliance, and reporting. 2453

22.03 Vehicle GPS and Camera Data. Upon City’s request, Contractor shall make available 2454 stored vehicle GPS and on-board camera data for City’s review. 2455

22.04 Quarterly Reporting. 2456
A. General. Quarterly reports must be submitted no later than 5 p.m. Pacific Time (PT) 2457 on the last day of the month following the end of Quarter in which the receipts are Collected, and must be 2458 provided electronically using software acceptable to the City. If the last day of the month falls on a day that 2459 City is closed or on a Holiday, then the report will be due on the next Business Day. Failure to submit 2460 complete quarterly reporting by the due date may result in assessment of Administrative Charges and 2461 Penalties as specified in Exhibit 5. 2462
B. City Reports. Quarterly reports to City must include: 2463

22.04.B.1 [RESERVED]. 2464

22.04.B.2 Non-Collection.. 2465

22.04.B.3 Service Recipient Complaint Log. The quarterly report must include 2466 the Service Recipient complaint log Collected from the previous Quarter. 2467

22.04.B.4 Reports to City on Customers discovered to be out of compliance with 2468 the SB 1383 Regulations, including a list of the Customers, the type of violation (including not donating 2469 Edible Food, not providing Containers for Customer use, and other compliance violations), actions taken to 2470 educate those Customers, and contact information for those Customers. Such reports shall be provided 2471 quarterly or as required by City. 2472

22.04.B.5 List of Programs Utilized. The quarterly report must include a list of all 2473 the waste Diversion and reduction programs, as well as other Solid Waste Collections programs, utilized 2474 by City residents, with the number of residents per program indicated when known. 2475

22.04.B.6 Abandoned Waste Reporting. The quarterly report must include a list 2476 of the times Contractor provided Abandoned Waste Removal Service to the City, including the dates, the 2477 locations of each service, and the amount of material Collected during each incident. 2478

22.05 Annual Reporting. 2479
A. General. An annual report must be submitted no later than 5 p.m. PT on January 2480 31, 2026, and each January 31st thereafter for the previous Calendar Year. If January 31st falls on a day that 2481 City is closed, then the report will be due on the next Business Day. Annual reports must be submitted 2482 electronically in software acceptable to the City. Failure to submit complete annual reporting by the due date 2483 may result in assessment of Administrative Charges and Penalties as specified in Exhibit 5. Annual reports 2484 to City must include: 2485

22.05.A.1 Financial Statements. Contractor must submit annual financial 2486 statements for the local operation. Statements need not be reviewed or audited statements. 2487

22.05.A.2 Annual Sustainability and Compliance Report. Contractor must 2488 complete and submit data sections within their Sustainability and Compliance Plan to document education 2489 and outreach conducted, public event participation, school visits, compliance notices mailed, site visits, 2490 waste audits completed, information distributed, and media used, and community events hosted. This must 2491 include public education activities undertaken during the year, including distribution of bill inserts, Collection 2492 notification tags, community information and events, tours, and other activities related to the provision of 2493 Collection Services, and must discuss the impact of these activities on Recycling program participation and 2494 include amounts Collected from SFD, MFD, Commercial, and City Service Units. The report should include 2495 a complete list of all non-exempt commercial accounts, which includes each non-exempt account’s status 2496 as a “covered generator” under AB 341, AB 1826, and SB 1383; the date and status of Contractor’s 2497 outreach efforts at each non-exempt account; and the current level of Recyclable Materials and Organic 2498 Waste program participation at each non-exempt account. 2499

22.05.A.3 Solid Waste Data. The number of SFD, MFD, Commercial, and City 2500 Service Units, and the number of Collection Containers distributed by size and Service Unit type. 2501

22.05.A.4 Waste Characterization Data. A breakdown of Solid Waste (Garbage, 2502 Recyclable Materials, and Organic Waste) by material type as per CalRecycle material classifications. 2503

22.05.A.5 Recyclable Materials Data. Gross tons Collected daily on average by 2504 material type by route for SFD, MFD, Commercial, and City Recyclable Materials service, with map of 2505 routes. The average participation rates by Quarter relative to the total number of Service Units by Service 2506 Unit type Indicate number of Recyclable Materials Collection Containers distributed by size and Service 2507 Unit type. 2508

22.05.A.6 Organic Waste Data. Include average daily gross tons Collected by 2509 route, separated by Green Waste and Food Waste, with map of routes. Include the total number of 2510 generators that receive each type of Organic Waste Collection Service provided by the Contractor. Indicate 2511

average daily number of setouts by route. Indicate average participation rates relative to the total number 2512 of Service Units in terms of weekly set-out counts. Indicate number of Organic Waste Collection Containers 2513 distributed by size and Service Unit type. 2514

22.05.A.7 Customer Service Log. A copy of the customer service log, including 2515 a summary of the type and number of complaints and their resolution. Include copies of a written record of 2516 all calls related to missed pickups and responses to such calls. 2517

22.05.A.8 Customer Service Information Sheet. A copy of Contractor’s most 2518 recent Customer Service Information Sheet (i.e., customer call center “cheat sheet”) for the City or the 2519 equivalent information used by customer service representatives. 2520

22.05.A.9 Summary Narrative. A summary narrative of problems encountered 2521 with Collection activities and actions taken. Indicate type and number of Non-Collection Notices left at 2522 Service Recipient locations. Indicate instances of property damage or injury, significant changes in 2523 operation, market factors, publicity conducted, and needs for publicity. Include description of processed 2524 material loads rejected for sale, reason for rejection, and Disposition of load after rejection. 2525

22.05.A.10 Collection Container and Vehicle Inventory. An updated complete 2526 inventory of Collection Containers by type and size, and an updated complete inventory of Collection 2527 Vehicles, including for each vehicle: truck number, route number, date purchased, vehicle type, tare weight, 2528 license plate number, fuel type, vehicle make and model, and vehicle safety records. 2529

22.05.A.11 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor must 2530 report the total number of Commercial and MFD Service Units serviced, as well as the number of 2531 Containers, Container sizes, and frequency of Collection for Garbage, Recyclable Materials, and Organic 2532 Waste for each non-exempt Commercial and MFD Service Unit. Contractor must also provide the following 2533 information separately for both AB 341 and AB 1826: 2534

22.05.A.12 The total number of non-exempt Commercial and MFD Service Units 2535 that fall under the AB 341 or AB 1826 thresholds, and the total number of those non-exempt Commercial 2536 and MFD Service Units that are not subscribed to Commercial or MFD Recyclable Materials Collection 2537 Service or Commercial or MFD Organic Waste Collection Service. 2538

22.05.A.13 A summary of the type of follow-up outreach that was provided to 2539 those non-exempt Commercial and MFD Service Units that are not subscribed to Commercial or MFD 2540 Recyclable Materials Collection Service or Commercial or MFD Organic Waste Collection Service. 2541

22.05.A.14 Contractor shall provide proof of training records for Service Recipient 2542 personnel, emergency procedures, Customer Service Courtesy, and how to recognize Illicit Discharges and 2543 stormwater pollution sources. 2544

22.05.A.15 A list of all recommended waivers for that calendar year, including 2545 copies of the waiver request form and other supporting documentation (may be provided electronically or 2546 over a web page), in accordance with Section 20.07. 2547

22.05.A.16 Documentation relating to observed Prohibited Container 2548 Contaminants: 2549
(i) Copies of the form of each notice issued to Customers for Prohibited Container 2550 Contaminants, as well as, for each such form, a list of the Customers to which 2551 such notice was issued, the date of issuance, the Customer’s name and 2552 service address, and the reason for issuance (if the form is used for multiple 2553 reasons). 2554
(ii) The number of times notices were issued to Customers for Prohibited 2555 Container Contaminants. 2556
(iii) The number of Containers where the contents were Disposed due to 2557 observation of Prohibited Container Contaminants. 2558

22.06 RESERVED 2559

22.07 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing 2560 annual reports to CalRecycle (the “Electronic Annual Report” or EAR), including but not limited to supplying 2561 required data for preparation of the reports, and completing all required data input. 2562 A. Contractor shall maintain, in form and format satisfactory to the City, the Online 2563 Waste Reporting System, an Implementation Record meeting the requirements of the SB 1383 Regulations 2564 and CalRecycle. Contractor shall be responsible for requesting information from the City for City-related 2565 activities, such as procurement and outreach and education, for maintenance of the Implementation Record 2566 B. In the event that CalRecycle requires City to report an Implementation Schedule 2567 and/or Corrective Action Plan to comply with AB 341, AB 1826, SB 1383, SB 1594, and/or other Applicable 2568 Laws, Contractor will provide assistance to City in preparing a report, including Contractor’s policies and 2569 procedures related to compliance with AB 341, AB 1826, SB 1383, and/or other Applicable Laws and how 2570 Recyclable Materials or Organic Waste are Collected; a description of the geographic area, routes, list of 2571 addresses served, and a method for tracking contamination; copies of route audits, copies of notice of 2572 contamination; copies of notices, violations, education, and enforcement actions issued; and copies of 2573 educational materials, flyers, brochures, newsletters, website, and social media. 2574

22.08 Additional Reporting. Contractor must furnish City with any additional reports as may 2575 reasonably be required, and such reports are to be prepared within a reasonable time following the 2576 reporting period. 2577
ARTICLE 23 Nondiscrimination 2578

23.01 Nondiscrimination. In the performance of all work and services under this Agreement, 2579 Contractor may not discriminate against any person based on such person’s race, sex, gender, gender 2580 identity, color, national origin, religion, marital status, or sexual orientation. Contractor must comply with 2581

all applicable local, State, and Federal laws and regulations regarding nondiscrimination, including those 2582 prohibiting discrimination in employment. 2583
ARTICLE 24 Service Inquiries and Complaints 2584

24.01 Contractor’s Customer Service. All service inquiries and complaints will be directed to 2585 Contractor. A representative of Contractor must be available to receive the complaints during normal 2586 business hours. Customer Service training shall include Service Recipient courtesy, shall prohibit the use 2587 of loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor 2588 shall use its best efforts to ensure that all employees present a neat appearance and conduct themselves 2589 in a courteous manner. All service complaints will be handled by Contractor in a prompt and efficient 2590 manner. All cases must be addressed and resolved within three (3) Workdays. In the case of a dispute 2591 between Contractor and a Service Recipient, the matter will be reviewed, and a decision made, by the 2592 Agreement Administrator. 2593
A. Contractor will utilize the Customer Service Log to maintain a record of all inquiries 2594 and complaints in a manner prescribed by City. 2595
B. For those complaints related to missed Collections, where Containers are properly 2596 set out in a timely manner, that are received by 12:00 p.m. (noon) on a Workday, Contractor will return to 2597 the Service Unit address and Collect the missed materials before leaving the Service Area for the day. For 2598 those complaints related to missed Collections that are received after 12:00 p.m. (noon) on a Workday, 2599 Contractor will have until the end of the following Workday to resolve the complaint. For those complaints 2600 related to repair or replacement of Collection Containers, the appropriate Sections of this Agreement will 2601 apply. 2602
C. Contractor agrees that it is in the best interest of City that all Garbage, Recyclable 2603 Materials, and Organic Waste be Collected on the scheduled Collection day. Accordingly, missed Collections 2604 will normally be Collected as set forth above regardless of the reason that the Collection was missed. 2605 However, in the event a Service Recipient requests missed Collection service more than two (2) times in 2606 any consecutive two (2) month period, the Agreement Administrator will work with Contractor to determine 2607 an appropriate resolution to that situation. In the event Contractor believes any complaint to be without merit, 2608 Contractor will notify the Agreement Administrator by email. The Agreement Administrator will investigate all 2609 disputed complaints and render a decision. 2610
D. Contractor’s service and emergency telephone numbers must be accessible by a 2611 local (City) phone number or toll-free number. The service telephone number(s) must be listed in the area’s 2612 telephone directories under Contractor’s name in the White Pages, available through an online search, and 2613 listed on the Contractor’s website. 2614

24.02 Contractor shall record and catalog all Customer email addresses alongside Customer 2615 names and mailing addresses, such that Contractor can more easily and quickly send out updates and 2616 announcements as needed. Contractor shall cooperate with City to send out via email any service-related 2617 updates and announcements City may deem necessary. 2618

ARTICLE 25 Excuse from Performance 2619

25.01 Intent. Contractor acknowledges and agrees that one of City’s primary goals in entering 2620 into this Agreement is to ensure that the Solid Waste Collection is of the highest caliber, that Service 2621 Recipient satisfaction remains at the highest level, that maximum Diversion levels are achieved, and that 2622 materials Collected are put to the highest and best use to the maximum extent possible. 2623

25.02 Administrative Charges and Penalties. Quality performance by the Contractor is of primary 2624 importance. In acknowledgement of this, Contractor agrees to pay City Administrative Charges and 2625 Penalties as detailed in Exhibit 5 should Contractor fail to meet its responsibilities under this Agreement. 2626 Should Contractor be in breach of the requirements set forth in this Agreement, it is mutually understood 2627 and agreed that the public will necessarily suffer damages and that such damages, from the nature of the 2628 default in performance, will be extremely difficult and impractical to fix. City finds, and the Contractor 2629 agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to 2630 reasonably ascertain the extent of damages which will be incurred by City as a result of a breach by 2631 Contractor of its obligations under this Agreement. The factors relating to the impracticability of 2632 ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to 2633 members of the public who are denied services or denied quality or reliable service; (ii) such breaches 2634 cause inconvenience, anxiety, frustration, and deprivation of the benefits of this Agreement to individual 2635 members of the general public for whose benefit this Agreement exists, in subjective ways and in varying 2636 degrees of intensity which are incapable of measurement in precise monetary terms; (iii) services might 2637 be available at substantially lower costs than alternative services, and the monetary loss resulting from 2638 denial of services or denial of quality or reliable services is impossible to calculate in precise monetary 2639 terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a 2640 means of future correction and not remedies which make the public whole for past breaches. 2641

25.03 Procedure for Review of Administrative Charges. The Agreement Administrator may 2642 assess Administrative Charges and Penalties as specified in Exhibit 5 pursuant to this Agreement 2643 quarterly. At the end of each Quarter during the Term of this Agreement, the Agreement Administrator will 2644 issue a written notice to Contractor (“Notice of Assessment”) of the Administrative Charges and Penalties 2645 assessed and the basis for each assessment. 2646
A. The assessment will become final unless, within ten (10) calendar days of the date 2647 of the notice of assessment, Contractor provides a written request for a meeting with the City Manager to 2648 present evidence that the assessment should not be made. 2649 B. The Agreement Administrator will schedule a meeting between Contractor and the 2650 City Manager as soon as reasonably possible after timely receipt of Contractor’s request. 2651 C. The City Manager will review Contractor’s evidence and render a decision 2652 sustaining or reversing the Administrative Charges and Penalties as soon as reasonably possible after the 2653 meeting. Written notice of the decision will be provided to Contractor. 2654

D. In the event Contractor does not submit a written request for a meeting within ten 2655 (10) calendar days of the date of the Notice of Assessment, the Agreement Administrator’s determination 2656 will be final. 2657
E. City’s assessment or collection of Administrative Charges and Penalties will not 2658 prevent City from exercising any other right or remedy, including the right to terminate this Agreement, for 2659 Contractor’s failure to perform the work and services in the manner set forth in this Agreement. 2660

25.04 Uncontrollable Circumstances. 2661
A. If either party is prevented from or delayed in performing its duties under this 2662 Agreement by events of force majeure, by circumstances beyond its control, whether or not foreseeable, 2663 including, without limitation, acts of terrorism, landslides, lightning, forest fires, storms, floods, severe 2664 weather, freezing, earthquakes, other natural or man-made disasters, the threat of such natural or man-2665 made disasters, pandemics (or threat of same), quarantines, civil disturbances, acts of the public enemy, 2666 wars, blockades, public riots, strikes, lockouts or other labor disturbances, acts of government or 2667 governmental restraint, or other causes, whether of the kind enumerated or otherwise, that are not 2668 reasonably within the control of the affected party, then the affected party will be excused from performance 2669 hereunder during the period of such disability. 2670
B. The party claiming excuse from performance must promptly notify the other party 2671 when it learns of the existence of such cause, including the facts constituting such cause, and when such 2672 cause has terminated. 2673
C. The interruption or discontinuance of services by a party caused by circumstances 2674 outside of its control will not constitute a default under this Agreement. 2675 ARTICLE 26 Performance Bond 2676

26.01 Performance Bond. Within ten (10) Business Days from the date the City Council approves 2677 this Agreement, Contractor must furnish to City, and keep current, a performance bond, or irrevocable 2678 letter of credit (hereinafter collectively “Performance Bond”), issued or drawn upon a surety, bank, or 2679 financial institution reasonably acceptable to City and in a form acceptable to the City Attorney, for the 2680 faithful performance of this Agreement and all obligations arising hereunder in an amount as follows: 2681 A. From July 1, 2025, and so long as this Agreement or any extension thereof remains 2682 in force, Contractor must maintain a performance bond in the amount of one million dollars ($1,000,000). 2683

26.01.A.1 The performance bond must be executed by a surety company 2684 licensed to do business in the State of California; having an “A-" or better rating by A. M. Best or Standard 2685 and Poor’s; and included on the list of surety companies approved by the Treasurer of the United States. 2686

26.01.A.2 In the event City draws on the bond, all of City’s costs of collection and 2687 enforcement of the Bond, including reasonable attorney’s fees and costs, must be paid by Contractor. 2688

26.01.A.3 The Performance Bond must be renewed annually for the entire Term 2689 of the Agreement, and evidence must be provided to City annually. 2690

26.01.A.4 In the event Contractor shall for any reason (except as otherwise 2691 provided in this Agreement) become unable, or fail in any way, to perform as required by this Agreement, 2692 City may declare a portion or all of the Performance Bond, as may be necessary to recompense and make 2693 whole the City, forfeited to the City. Upon partial or full forfeiture of the Performance Bond, Contractor shall 2694 restore the Performance Bond to its original amount within thirty (30) days of the City’s notice to do so. 2695 Failure to restore the Performance to its full amount within thirty (30) days shall be a material breach of this 2696 Agreement. 2697
ARTICLE 27 Insurance 2698

27.01 Insurance Policies. Contractor must secure and maintain, throughout the Term of this 2699 Agreement, insurance against claims for injuries to persons or damages to property which may arise from 2700 or in connection with Contractor’s performance of work or services under this Contract. Contractor’s 2701 performance of work or services includes performance by Contractor’s employees, agents, 2702 representatives, and subcontractors. 2703

27.02 Minimum Insurance Requirements. 2704
A. General Liability Insurance. Contractor shall maintain commercial general liability 2705 insurance with coverage at least as broad as Insurance Services Office Form CG 00 01, in an amount not 2706 less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and 2707 property damage. The policy must include contractual liability that has not been amended. Any endorsement 2708 restricting standard ISO “insured contract” language will not be accepted. 2709 B. Automobile Liability Insurance. Contractor shall maintain automobile insurance at 2710 least as broad as Insurance Services Office Form CA 00 01, covering bodily injury and property damages 2711 for all activities of the Contractor arising out of or in connection with Work to be performed under this 2712 Agreement, including any owned, hired, non-owned, or rented vehicles, in an amount not less than 2713 $10,000,000 combined single limit for each accident. 2714 C. Umbrella or Excess Liability Insurance. Contractor shall obtain and maintain an 2715 umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property 2716 damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. 2717 Such policy or policies shall include the following terms and conditions: 2718  A drop-down feature requiring the policy to respond if any primary insurance that 2719 would otherwise have applied proves to be uncollectible in whole or in part for any 2720 reason, other than bankruptcy or insolvency of said primary insurer; 2721  “Pay on behalf of” as opposed to “reimbursement”; 2722  Concurrency of effective dates with primary policies. 2723

Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over 2724 commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies 2725 shall include wording that the excess liability policy follows the terms and conditions of the underlying 2726 policies. 2727
D. Workers’ Compensation and Employers Liability: Contractor shall obtain and 2728 maintain Workers’ Compensation insurance with limits as required by the California Labor Code, and 2729 Employers Liability insurance with limits of $5,000,000 per accident. Contractor shall submit to City, along 2730 with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, 2731 employees, and volunteers. 2732
E. Environmental Pollution Liability: Pollution legal liability insurance coverage shall be 2733 in an amount no less than Ten Million Dollars ($10,000,000) per claim and in the aggregate. Coverage shall 2734 be extended a minimum of three (3) years beyond the Term of the Agreement, and such insurance shall 2735 contain all standard extensions customary for such policy and shall cover prior acts. 2736 F. Cyber Liability Insurance. Contractor shall maintain either an endorsement to its 2737 general liability policy, or a separate policy of insurance covering cyber liability. Said coverage shall be in 2738 the amount of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars 2739 ($10,000,000) in the aggregate. 2740

27.03 Insurance Provisions/Requirements. 2741
A. Additional Insured Status. General liability, automobile liability, and umbrella/excess 2742 liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, 2743 employees, agents, and volunteers shall be additional insureds under such policies. 2744 B. Requirements Not Limiting. Requirements of specific coverage features or limits 2745 contained in this Section are not intended as a limitation on coverage, limits, or other requirements, or a 2746 waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature 2747 is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured 2748 to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Contractor maintains 2749 higher limits than the minimum shown above, the City requires and shall be entitled to coverage for the 2750 higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified 2751 minimum limits of insurance and coverage shall be available to the City. 2752 C. Self-Insured Retentions. Any self-insured retentions must be declared to and 2753 approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or 2754 replaced by a deductible, or require proof of ability to pay losses and related investigations, claim 2755 administration, and defense expenses within the retention through confirmation from the underwriter. 2756 D. Primary/Non-Contributing. Coverage provided by Contractor shall be primary, and 2757 any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. 2758 The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess 2759

insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such 2760 coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s 2761 own insurance or self-insurance shall be called upon to protect it as a named insured. 2762 E. Proof of Insurance. Contractor shall provide certificates of insurance and required 2763 endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and 2764 endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current 2765 certification of insurance shall be kept on file with City for the Agreement period and any additional length of 2766 time required thereafter. City reserves the right to require complete, certified copies of all required insurance 2767 policies at any time. 2768
F. Duration of Coverage. Contractor shall procure and maintain for the Agreement 2769 period, and any additional length of time required thereafter, insurance against claims for injuries to persons 2770 or damages to property, or financial loss which may arise from or in connection with the performance of the 2771 Work hereunder by Contractor, their agents, representatives, employees, or subcontractors. 2772 G. City’s Rights of Enforcement. In the event any policy of insurance required under 2773 this Agreement does not comply with these specifications or is canceled and not replaced, City has the right 2774 but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly 2775 reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. 2776 In the alternative, City may cancel this Agreement. 2777 H. Acceptable Insurers. All insurance policies shall be issued by an insurance 2778 company that is currently authorized by the Insurance Commissioner to transact business of insurance or 2779 that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ 2780 Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition 2781 of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. 2782 I. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to 2783 this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, 2784 officials, employees, and volunteers, or shall specifically allow Contractor or others providing insurance 2785 evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor 2786 hereby waives its own right of recovery against City and shall require similar written express waivers and 2787 insurance clauses from each of its subcontractors. 2788 J. Enforcement of Contract Provisions (Non-Estoppel). Contractor acknowledges and 2789 agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with 2790 any requirement imposes no additional obligations on the City, nor does it waive any rights hereunder. 2791 K. Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker 2792 and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which 2793 a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the 2794 Contractor’s insurers are unwilling to provide such notice, then Contractor shall have the responsibility of 2795

notifying the City immediately in the event of Contractor’s failure to renew any of the required insurance 2796 coverages or in the event of insurer’s cancellation or non-renewal. 2797 L. Prohibition of Undisclosed Coverage Limitations. None of the coverages required 2798 herein will be in compliance with these requirements if they include any limiting endorsement of any kind 2799 that has not been first submitted to City and approved of by the City in writing. 2800 M. Separation of Insureds. A severability of interests provision must apply for all 2801 additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against 2802 whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) 2803 shall not contain any cross-liability exclusions. 2804
N. Pass-Through Clause. Contractor agrees to ensure that its subconsultants, 2805 subcontractors, and any other parties who are brought onto or involved in the project/service by Contractor 2806 (hereinafter collectively “subcontractor”) provide the same minimum insurance coverage and endorsements 2807 required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all 2808 responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. 2809 However, in the event Contractor’s subcontractor cannot comply with this requirement, which proof must be 2810 submitted to the City, Contractor shall be required to ensure that its subcontractor provide and maintain 2811 insurance coverage and endorsements sufficient to the specific risk of exposure involved with 2812 subcontractor’s scope of work and services, with limits less than required of the Contractor, but in all other 2813 terms consistent with the Contractor’s requirements under this agreement. This provision does not relieve 2814 the Contractor of its contractual obligations under the agreement and/or limit its liability to the amount of 2815 insurance coverage provided by its subcontractors. This provision is intended solely to provide Contractor 2816 with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but 2817 may not carry the same insurance limits as required of the Contractor under this agreement given the limited 2818 scope of work or services provided by the subcontractor. Contractor agrees that upon request, all 2819 agreements with subcontractors, and others engaged in the project, will be submitted to City for review. 2820 O. City’s Rights to Revise Specifications. The City reserves the right at any time during 2821 the Term of the Agreement to change the amounts and types of insurance required by giving the Contractor 2822 ninety (90) days advance written notice of such change. If such change results in substantial additional cost 2823 to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. 2824 P. Timely Notice of Claims. Contractor shall give City prompt and timely notice of 2825 claims made or suits instituted that arise out of or result from Contractor’s performance under this 2826 Agreement, and that involve or may involve coverage under any of the required liability policies. 2827 Q. Additional Insurance. Contractor shall also procure and maintain, at its own cost 2828 and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper 2829 protection and prosecution of the Work. 2830
Proof of insurance must be emailed to the Agreement Administrator, and also mailed to the following 2831 address, or any subsequent address as may be directed by the City. 2832

City of Hercules 2833
Public Works 2834
111 Civic Drive 2835
Hercules, CA 94547 2836

27.04 Subcontractors. Contractor must include all subcontractors performing services in the City 2837 as insureds under its policies, or subcontractors must obtain separate certificates and endorsements. 2838

27.05 Modification of Insurance Requirements. The insurance requirements provided in this 2839 Agreement may be modified or waived by City’s risk manager, in writing, upon the request of Contractor, 2840 if City’s risk manager determines such modification or waiver is in the best interest of City, considering all 2841 relevant factors, including exposure to City. 2842

27.06 Rights of Subrogation. All required insurance policies must preclude any underwriter’s 2843 rights of recovery or subrogation against City with respect to matters related to Contractor’s performance 2844 of its obligations under this Agreement, with the express intention of the parties being that the required 2845 insurance coverage protects both parties as the primary coverage for any and all losses covered by the 2846 above-described insurance. Contractor must ensure that any companies issuing insurance to cover the 2847 requirements contained in this Agreement agree that they will have no recourse against City for payment 2848 or assessments in any form on any policy of insurance. The clauses ‘Other Insurance Provisions’ and 2849 ‘Insured Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in 2850 which City is named as an additional insured will not apply to City. 2851

27.07 Failure to maintain insurance. Should Contractor fail to obtain or maintain insurance as 2852 required by this Agreement, Contractor shall have seven (7) days to cure the defect, during which time 2853 City shall have the option, but not the obligation to, at Contractor’s sole expense: (i) hire replacement 2854 waste hauler services to perform Contractor’s tasks until insurance coverage is resumed; or (ii) obtain 2855 replacement insurance coverage during said cure period. Should Contractor fail to correct this defect, City 2856 shall have the option to terminate this Agreement immediately. 2857 ARTICLE 28 Hold Harmless and Indemnification 2858

28.01 Defense and Indemnity for Contractor’s Liabilities and Damages. Defense and Indemnity. 2859 Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City 2860 Indemnitees from and against any and all liabilities, including but not limited to all claims, demands, 2861 lawsuits, judgments, damages, losses, injuries, expenses, and/or costs (including without limitation 2862 reasonable legal counsel fees, expert fees, and all other costs and fees of litigation) of every nature arising 2863 out of or in connection with Contractor’s negligent performance of work hereunder or its failure to comply 2864 with any of its obligations contained in the Agreement, except to the extent such loss or damage is caused 2865 by the active negligence or willful misconduct of City. Principles of comparative fault shall apply. Should 2866 conflict of interest principles preclude a single legal counsel from representing both City and Contractor, 2867 or should City otherwise reasonably find Contractor’s legal counsel unacceptable, then Contractor shall 2868 reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees, 2869

and all other costs and fees of litigation. The Contractor shall promptly pay City any final judgment rendered 2870 against City but only after the exhaustion of all appeals and with entry of a final judgment not subject to 2871 further appeal (and its officers, officials, employees, and volunteers) with respect to any liabilities or claims 2872 covered by this Section. It is expressly understood and agreed that the foregoing provisions are intended 2873 to be as broad and inclusive as is permitted by the law of the State of California and will survive termination 2874 of this Agreement. 2875
A. However, without affecting the rights of City under any provision of this Agreement, 2876 Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active 2877 negligence or willful misconduct of City, provided such active negligence is determined by agreement 2878 between the parties or by findings of a court of competent jurisdiction applying principals of comparative 2879 fault. In instances where City is shown to have been actively negligent and where City’s active negligence 2880 accounts for only a percentage of the liability involved, the obligation of the Contractor will be for that 2881 remaining portion or percentage of liability not attributable to the active negligence of City or another party. 2882

28.02 Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, 2883 defense or hold harmless rights under this Section because of the acceptance by City, or the deposit with 2884 City, of any insurance certificates or policies described in Article 27. 2885

28.03 Diversion Indemnification. Subject to the requirements of Public Resources Code Section 2886 40059.1, which will control in the event of any conflict with the provisions of this Section, Contractor agrees 2887 to protect and defend City Indemnitees with counsel selected by Contractor and approved by City, to pay 2888 all attorneys’ fees, and to indemnify, defend, and hold City Indemnitees harmless from and against all fines 2889 or penalties imposed by the California Integrated Waste Management Board if the Diversion goals 2890 specified in California Public Resources Code Section 41780, , are not met by City with respect to the 2891 Materials Collected by Contractor and if the lack in meeting such goals is attributable by CalRecycle in its 2892 final determination solely to the failure of Contractor to implement and operate the Recycling or Diversion 2893 programs or undertake the related activities required by this Agreement. In the event CalRecycle provides 2894 an administrative process to challenge the imposition of a compliance order or a fine or fines, Contractor 2895 will be responsible for engaging any consultants or attorneys necessary to represent City in any challenge. 2896 Contractor will be responsible for the retention of and payment to any consultants engaged to perform 2897 waste generation studies (Diversion and Disposal). All consultants and attorneys engaged hereunder are 2898 subject to the agreement of City and Contractor. 2899

28.04 Hazardous Substances Indemnification. Contractor agrees to indemnify, defend (with 2900 counsel reasonably approved by City), protect, and hold harmless the City Indemnitees from and against 2901 any and all claims of any kind whatsoever paid, suffered, or incurred by or against the City Indemnitees 2902 resulting from any repair, clean-up, removal action, or response action undertaken pursuant to CERCLA, 2903 the Health & Safety Code, or other similar Federal, State, or local law or regulation, with respect to Solid 2904 Waste or Household Hazardous Waste Collected and Disposed of by Contractor. The foregoing indemnity 2905 is intended to operate as an agreement pursuant to Section 10(e) of CERCLA and Section 25364 of the 2906 Health & Safety Code to defend, protect, hold harmless, and indemnify the City Indemnitees from all forms 2907 of liability under CERCLA, the Health & Safety Code, or other similar Federal, State, or local law or 2908 regulation. 2909

28.05 Proposition 218 Release. City intends to comply with all Applicable Law concerning the 2910 Maximum Service Rates provided under this Agreement. Upon thorough analysis, the parties have made 2911 a good faith determination that the Maximum Service Rates for the Solid Waste Collection provided under 2912 this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among other 2913 reasons, such services are provided by a private entity and not by City, Contractor independently 2914 establishes the rates for services within the limits established in this Agreement, the receipt of services is 2915 voluntary and not required of any property within City, and any owner or Service Recipient of property 2916 within City has the opportunity to avoid the services available under this Agreement either through Self-2917 Hauling or use of property in such a manner that Solid Waste is not generated. Accordingly, in the event 2918 that a third party challenges the Maximum Service Rates as being in violation of Article XIIIC or XIIID of 2919 the California Constitution, or otherwise asserts that the Maximum Service Rates are an invalid tax, 2920 assessment, or fee, Contractor agrees, subject to the provisions of Public Resources Code Section 2921 40059.2, to, defend the City Indemnitees from and against any and all claims from any third-party claim, 2922 suit, or other action, whether administrative, legal, or equitable, challenging the Maximum Service Rates 2923 authorized under this Agreement or as being in violation of Article XIIIC or XIIID of the California 2924 Constitution, or otherwise asserting that the Maximum Service Rate are an invalid tax, assessment, or fee. 2925 The foregoing notwithstanding, Contractor shall have no obligation to pay or refund monies paid to the 2926 City by Contractor as and for franchise fees or other administrative fees established by this Agreement if 2927 such franchise fees or other administrative fees are determined by a Court to be invalid, in violation of 2928 state or federal law, or an unauthorized tax or government fee. This Section will survive the expiration or 2929 termination of this Agreement for claims arising prior to the expiration or termination of this Agreement. 2930

28.06 Employment & Labor Practices. Contractor shall indemnify, defend, and hold harmless City 2931 Indemnitees, from any and all liability, damages, claims, costs, and expenses of any nature to the extent 2932 arising from Contractor's personnel and labor practices, including failure to pay and comply with state or 2933 federal prevailing wage laws should such be applicable to Contractor’s personnel or labor practices or to 2934 one or more of the services it provides pursuant to the Agreement. All duties of Contractor under this 2935 paragraph shall survive termination of this Agreement. 2936

28.07 Consideration. It is specifically understood and agreed that the consideration inuring to 2937 Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights, and 2938 responsibilities contained in this Agreement. 2939

28.08 Obligation. This Agreement obligates Contractor to comply with the foregoing 2940 indemnification and release provisions; however, the collateral obligation of providing insurance must also 2941 be complied with as set forth in this Agreement. The provision of insurance and the coverage limits therein 2942 shall not in any way be a limitation on Contractor’s indemnification and defense obligations. 2943

28.09 Subcontractors. Contractor must require all subcontractors performing work in the City to 2944 enter into a contract containing the provisions set forth in Article 27, in which contract the subcontractor 2945 fully indemnifies City in accordance with this Agreement. 2946

28.10 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to 2947 indemnify, hold harmless, and defend City, its officers, and its employees will not extend to any loss, 2948

liability, penalty, damage, action, or suit arising or resulting solely from acts constituting active negligence, 2949 willful misconduct, or violation of law on the part of City, its officers, or its employees. 2950

28.11 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, 2951 damage, or loss to City property, including but not limited to City streets or curbs, excluding normal wear 2952 and tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage, or 2953 loss. Such reimbursement is not in derogation of any right of City to be indemnified by Contractor for any 2954 such injury, damage, or loss. With the prior written approval of City, Contractor may repair the damage at 2955 Contractor’s sole cost and expense. Any injury, damage, or loss to private property caused by the negligent 2956 or willful acts or omissions of Contractor to private property must be repaired or replaced by Contractor at 2957 Contractor’s sole expense. Disputes between Contractor and its Service Recipients or private property 2958 owners as to damage to private property are civil matters, and complaints of damage will be referred to 2959 Contractor as a matter within its sole responsibility and as a matter within the scope of this Article. 2960 ARTICLE 29 Default of Agreement 2961

29.01 Termination. City may cancel this Agreement, except as otherwise provided below in this 2962 Section and subject Contractor’s right to cure as set forth below herein, by giving Contractor thirty (30) 2963 calendar days advance written notice, to be served as provided in this Agreement, upon the happening of 2964 any one of the following events: 2965
A. Contractor takes the benefit of any present or future insolvency statute; makes a 2966 general assignment for the benefit of creditors; files a voluntary petition in bankruptcy (court); files a petition 2967 or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the 2968 Federal bankruptcy laws or under any other law or statute of the United States or any State thereof; or 2969 consents to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 2970 B. By order or decree of a court, Contractor is adjudged bankrupt or an order is made 2971 approving a petition filed by any of its creditors or by any of the stockholders of Contractor, seeking its 2972 reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law 2973 or statute of the United States or of any State thereof, provided that if any such judgment or order is stayed 2974 or vacated within sixty (60) calendar days after the entry thereof, any notice of default will be and become 2975 null, void, and of no effect, unless such stayed judgment or order is reinstated, in which case such default 2976 will be deemed immediate; or 2977
C. By, pursuant to, or under the authority of any legislative act, resolution, or rule or 2978 any order or decree of any court or governmental board, agency, or officer having jurisdiction, a receiver, 2979 trustee, or liquidator takes possession or control of all or substantially all of the property of Contractor, and 2980 such possession or control continues in effect for a period of sixty (60) calendar days; or 2981 D. [RESERVED] 2982
E. Contractor has defaulted by allowing any final judgment fin an action to which 2983 Contractor is a party and bound by siad judgment or the payment of money owed to City to stand against it 2984

unsatisfied and such default is not cured within thirty (30) calendar days of receipt of written notice by City 2985 to do so; or 2986
F. In the event that the monies due City is the subject of a judicial proceeding, 2987 Contractor will not be in default if the sum of money is bonded. All bonds must be in the form acceptable to 2988 the City Attorney; or 2989
G. Contractor has defaulted, by failing or refusing to perform or observe any of the 2990 terms, conditions, or covenants in this Agreement, including, but not limited to, the maintenance of a 2991 performance bond in accordance with Article 26, or any of the rules and regulations promulgated by City 2992 pursuant thereto, or has wrongfully failed or refused to comply with the instructions of the Agreement 2993 Administrator relative thereto, and such default is not cured within thirty (30) calendar days of receipt of 2994 written notice by City to do so, or if by reason of the nature of such default, the same cannot be remedied 2995 within thirty (30) calendar days following receipt by Contractor of written demand from City to do so, 2996 Contractor fails to commence the remedy of such default within such thirty (30) calendar days following such 2997 written notice or having so commenced fails thereafter to continue with diligence the curing thereof (with 2998 Contractor having the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) 2999 calendar days, and (b) that it is proceeding with diligence to cure such default, and such default will be cured 3000 within a reasonable period of time). 3001

29.02 Effective Date. In the event of any of the events specified above, and except as otherwise 3002 provided in such subsections, or as provided in the event of any judicial order binding upon City, 3003 termination will be effective upon the date specified in City's written notice to Contractor, and upon such 3004 date this Agreement will be deemed immediately terminated and upon such termination, except for 3005 payment of services rendered up to and including the date of termination, all liability of City under this 3006 Agreement to Contractor will cease, and City will have the right to call the performance bond and will be 3007 free to negotiate with other contractors for the operation of interim and long-term Collection Services. 3008 Contractor must reimburse City for all direct and indirect costs of providing any interim Solid Waste 3009 Collection as a result of Contractor’s default in this Agreement. 3010

29.03 Termination Cumulative. City’s right to terminate this Agreement is cumulative to any other 3011 rights and remedies provided by law or by this Agreement. 3012

29.04 Alternative Service. Should Contractor, for any reason, except the occurrence or existence 3013 of any of the events or conditions set forth in Section 25.04 (Uncontrollable Circumstances), refuse or be 3014 unable for a period of more than forty-eight (48) hours to Collect a material portion or all of the Solid Waste 3015 which it is obligated under this Agreement to Collect, and as a result, Solid Waste should accumulate in 3016 City to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable 3017 exercise of the City Manager's discretion, should find that such accumulation endangers or menaces the 3018 public health, safety, or welfare, then City will have the right to Agreement with another Solid Waste 3019 enterprise to Collect any or all Solid Waste which Contractor is obligated to Collect pursuant to this 3020 Contract. City must provide twenty-four (24) hours prior written notice to Contractor during the period of 3021 such event, before contracting with another Solid Waste enterprise to Collect any or all Solid Waste that 3022 Contractor would otherwise Collect pursuant to this Agreement for the duration of period during which 3023

Contractor is unable to provide such services. In such event, Contractor must undertake commercially 3024 reasonable efforts to identify sources from which such substitute Solid Waste services are immediately 3025 available and must reimburse City for all of its expenses for such substitute services during period in which 3026 Contractor is unable to provide Solid Waste Collection required by this Agreement. 3027

29.05 Survival of Certain Contractor Obligations. Notwithstanding the termination of this 3028 Agreement by Contractor or City, Contractor’s obligation to indemnify, defend, and hold City and City 3029 Indemnitees harmless as provided in this Agreement shall survive any termination of this Agreement. 3030 Notwithstanding the termination of this Agreement by Contractor or City, such act shall not automatically 3031 invalidate or cancel any insurance policy, letter of credit, performance bond, or similar instruments 3032 provided by Contractor under this Agreement. 3033
ARTICLE 30 Modifications to the Agreement 3034

30.01 City-Directed Change. City may propose changes in this Agreement relative to the scope 3035 and methods of providing Collection Services, as may from time-to-time be necessary and desirable for 3036 the public welfare. The size of Collection Containers specified herein for Bundled Service are designed to 3037 meet the requirements of Applicable Law, inclusive of the State’s Recycling mandates, including AB 341, 3038 AB 1826, and SB 1383, and to be appropriate for the capabilities and capacities of available Materials 3039 Recovery Facilities and Organic Waste Processing Facilities at the start of this Agreement. The Parties 3040 shall meet and confer regarding changes in collection containers during the term of the Agreement. City 3041 will give the Contractor notice of any proposed change, as well as an opportunity to be heard concerning 3042 those matters, and agrees to adjust Maximum Service Rates to reasonably reflect additional costs borne 3043 by Contractor. The scope and method of providing Solid Waste Collection as referenced herein will be 3044 liberally construed to include the procedures, operations, and obligations, financial or otherwise, of 3045 Contractor. When such modifications are made to this Agreement, City and Contractor will negotiate in 3046 good faith a reasonable and appropriate compensation adjustment for any increase or decrease in the 3047 services or other obligations required of Contractor due to any modification in the Agreement under this 3048 Article. City and Contractor will not unreasonably withhold agreement to such compensation adjustment. 3049 Should agreement between City and Contractor on compensation adjustment not be reached within six 3050 (6) months of the change request, or other period as agreed upon by both parties, City and Contractor 3051 agree to submit the compensation adjustment to binding arbitration as described in Section 30.03. 3052 A. Post-Collection Agreement. The City is currently a party to the West Contra Costa 3053 County Integrated Waste Management Authority Post-Collection Agreement, which is governed by the West 3054 Contra Costa County Integrated Waste Management Authority. The Post-Collection Agreement, in part, 3055 dictates the facilities to be used by Contractor. If the terms of the Post-Collection Agreement change such 3056 that the approved facilities change, the City agrees to meet and confer with Contractor and shall solicit an 3057 alternative bid from Contractor for the same services provided under the Post-Collection Agreement. 3058

30.02 Change in Law. City and Contractor understand and agree that the California Legislature 3059 has the authority to make comprehensive changes in Solid Waste Handling legislation, and that these and 3060 other changes in Applicable Law in the future which mandate certain actions or programs for counties, 3061 municipalities, or Contractor may require changes or modifications in some of the terms, conditions, or 3062

obligations under this Agreement. Contractor agrees that the terms and provisions of the City Municipal 3063 Code, as it now exists or as it may be amended in the future (in a manner not inconsistent with this 3064 Agreement), will apply to all of the provisions of this Agreement and the Service Recipients of Contractor 3065 located within the Service Area. In the event any future change in Applicable Law, inclusive of any change 3066 in Federal, State, or local laws or regulations or the City Code, the provisions of Section 6.06 shall apply. 3067

30.03 Arbitration. Arbitration shall be conducted by a single arbitrator. If, within twenty (20) days 3068 from the receipt of a request to arbitrate (or such longer period mutually agreed to by the parties), the 3069 parties are unable to agree on an arbitrator, then a single arbitrator shall be appointed pursuant to the 3070 Commercial Arbitration Rules of the American Arbitration Association, which shall govern any arbitration 3071 requested under this provision. Each party shall bear its own costs and expenses of any arbitration. Each 3072 party shall pay one-half of the costs of the arbitrator. 3073 ARTICLE 31 Legal Representation 3074

31.01 Acknowledgement. It is acknowledged that each party was, or had the opportunity to be, 3075 represented by counsel in the preparation of, and contributed equally to the terms and conditions of, this 3076 Agreement, and, accordingly, the rule that a contract will be interpreted strictly against the party preparing 3077 the same will not apply, due to the joint contributions of both parties. 3078 ARTICLE 32 Conflict of Interest 3079

32.01 Financial Interest. Contractor is unaware of any City employee or official that has a financial 3080 interest in Contractor’s business. During the Term of this Agreement and/or as a result of being awarded 3081 this Agreement, Contractor shall not offer, encourage, or accept any financial interest in Contractor’s 3082 business by any City employee or official. 3083
ARTICLE 33 Contractor's Personnel 3084

33.01 Personnel Requirements. Contractor shall assign only qualified personnel to perform all 3085 services required under this Agreement and shall be responsible for ensuring its employees comply with 3086 this Agreement and all Applicable Laws related to their employment and position. Contractor's employees, 3087 officers, agents, and subcontractors shall not identify themselves or in any way represent themselves as 3088 being employees or officials of City. City may request the transfer of any employee of Contractor who 3089 materially violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the 3090 performance of their duties under this Agreement. 3091

33.02 Agreement Manager. Contractor shall designate a qualified employee to serve as its 3092 Agreement Manager and must provide the name of that person in writing to City within thirty (30) days 3093 prior to the Commencement Date of this Agreement, and annually by January 1st of each subsequent 3094 Calendar Year of this Agreement, and any other time the person in that position changes. The Agreement 3095 Manager must be available to the City through the use of telecommunications equipment at all times that 3096 Contractor is providing Solid Waste Collection in the Service Area. The Contract Manager must provide 3097