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Customers according to the rates listed in Attachment D for this Optional City-Directed service. Said rates shall be adjusted for the passage of time since July 1, 2025 (the date of the start of operations under this Agreement) according to the procedures in Attachment J. Contractor shall install, train Customers and activate all Bin Sensors within six (6) months of City-direction to commence the City-Wide Bin Sensor Program.
Contractor shall provide service adjustment recommendations every 12 months for all Customers in order to adjust Container sizes and frequencies of Collection to optimize the cost-effectiveness of the services for each Customer.
Upon termination of the Agreement with City, Contractor shall provide City with a list of all Customers currently using Bin Sensors (including name, address, account number, number of Bin Sensors utilized and date(s) of last installation or replacement of Bin Sensor(s)). Contractor shall transfer ownership of all Bin Sensors that are in use at Customer Premises in City to the City at no cost to City or Customers. If allowed by the software agreement(s) for the Bin Sensor(s), Contractor shall transfer or assign ownership to City at no cost to City or Customers.
8.05 Personnel.
8.05.A General. Contractor shall furnish such competent and qualified drivers, laborers, mechanical, supervisory, clerical, managerial, customer service and other personnel as may be necessary to provide the services required by this Agreement in a safe, efficient, reliable and courteous manner. The minimum complement of employees which Contractor shall provide for the scope of work described in this Agreement shall be as set forth in Attachment G. Contractor shall provide fully qualified and experienced
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management personnel as named in Attachment G and shall not substitute those indicated by a star (*) on Attachment G without the prior written consent of City.
8.05.B Driver Qualifications. All drivers shall be trained and qualified in the operation of MSW, Recyclable Materials, Food Scrap/Yard Trimmings and Roll Off Box Collection vehicles, including front loader, rear loader, side loader, and single-pass vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. Each driver shall carry his/her license during work hours.
8.05.C Uniforms. Contractor shall require its drivers, and all other employees who come into contact with the public in the City during working hours, to wear standardized uniforms bearing the Contractor’s name, and to carry an identification badge or other means of identifying the employee. Such uniforms shall present a freshly cleaned appearance. Employees shall be instructed to present employment identification cards to City staff, customers, security guards and law enforcement officers upon request, during work hours.
8.05.D Written Operating Procedures. Contractor shall establish, implement and maintain written operating procedures designed to ensure Contractor’s utilization of techniques generally accepted in the solid waste and recycling industry including but not limited to, procedures for handling and disposal of Hazardous Waste and hazardous substances and procedures for Contractor’s compliance with all the provisions of this Article 8.
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8.05.E Safety Training. Contractor shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment for Collection or processing of MSW, Recyclable Materials, Food Scraps/Yard Trimmings, Construction and Demolition Debris, and/or who are otherwise directly involved in such Collection or processing. Such training shall include, but not be limited to, the following: (i) safety training for drivers regarding pedestrian safety and driving where other vehicles are present; (ii) special safety protocols to be implemented when driving past or near any school and in any area where children may be present on their way to or from any school; (iii) step-by-step handling of Hazardous Waste found in or on trucks, Containers, streets, alleys or any other location including training on specific contact names and direct dial telephone numbers to contact immediately in the event of a Hazardous Waste incident or spill including but not limited to the City Public Works Department, City Fire Department and the County of Orange; (iv) handling of on-board fires in vehicles and fires in all types of Containers; (v) proper protocols for handling leaks or spills of any fluid or liquid, any MSW, Food Scraps/Yard Trimmings and/or Recyclable Materials on or leading to any street, alley or parking lot and into any area where there is a likelihood of the spill entering any waterway or pipe, channel or drain that leads to any waterway including storm drains, sewers, the bay, the ocean, creeks, tidal estuaries, wetlands, channels, or any other waterway or water source including names and direct dial telephone numbers to be immediately contacted at the City Public Works Department, City Fire Department, County of Orange, and other responsible agencies in the event of such a spill; (vi) training on the dangers of impaired driving due to alcohol, drugs, lack of sleep, fatigue and/or other factors; (vii) training on the dangers of distracted driving and protocols prohibiting
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the use of texting, telephone and other on-board electronic devices while the vehicle is in motion.
8.05.F No Gratuities. Contractor shall not permit any officer, agent or employee to demand or solicit, directly or indirectly, or to accept, either directly or indirectly, any additional compensation or gratuity from members of the public, any City representative or employee, or any other Person or entity for the Collection of MSW, Recyclable Materials, Yard Trimmings, Wood, Food Scraps, Construction and Demolition Debris or any other material under this Agreement.
8.05.G. Employee Conduct and Courtesy. Contractor shall use its best efforts to ensure that all employees present a neat appearance and conduct themselves in a courteous manner. Contractor shall regularly train its employees in Customer courtesy shall prohibit the use of loud or profane language and shall instruct Collection crews to perform the work as quietly as possible. If any employee is found not to be courteous or not to be performing services in the manner required by this Agreement, Contractor shall take all necessary corrective measures, including, but not limited to, assigning a different employee to perform the work in the City.
8.05.H. Provision of Recycling Coordinators. Contractor shall provide one (1) full time Recycling Coordinator (“Coordinator”) dedicated solely to the City of Laguna Hills to implement Diversion programs and to carry out related duties in the City. The minimum duties, work tasks, and requirements for the Recycling Coordinator shall be as described in Attachment AA. The Coordinator shall work full time (1.0 FTE) on said activities exclusively for the City. Contractor shall also provide one (1) additional full-time Recycling
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Coordinator during the period April 1, 2025 through June 30, 2027 to serve both the City of Laguna Hills and the City of Lake Forest. The additional Recycling Coordinator shall work as a “utility infielder” in both Cities to provide additional support during start-up of the new Agreement; during the time new Containers are being distributed and old Containers are removed; as well as to provide on-going support to complete all the tasks listed in Attachment AA
8.05.H.1 Recycling Coordinator Experience, Background and Training. The Coordinators shall have a bachelor’s degree in a relevant field such as environmental studies, environmental sciences, ecology, systems ecology or a similar field and shall have a minimum of two (2) years of experience in the design, implementation and operation of Recycling, Composting and Diversion Programs, interaction with the public, and detailed knowledge of the requirements of the Act. The Coordinators shall have special expertise in SB 1383 requirements including, but not limited to, the required Diversion programs, Contamination minimization, CalRecycle reporting requirements and public outreach and communication. This shall not be an entry-level position.
In order to ensure the Coordinators have the requisite expertise, Contractor shall provide one of the following training options for the Recycling Coordinators: (i) Completion of a training program provided by a third party including, but not limited to, the California Resource Recovery Association or the Solid Waste Association of North America; or (ii) Contractor’s in-house training.
If Contractor elects to utilize a third-party training program, Contractor shall submit the information on the organization and the program in advance to the City for approval. If Contractor elects in-house training, the training shall include training modules in the
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following: the Act, SB 1383 and AB 341; logistics and operation of Diversion programs for Recyclable Materials, Food Scraps/Yard Trimmings/Stable Bedding and Manure, Construction and Demolition materials, Household Hazardous Waste, and other types of materials; explanation of types of Processing Facilities and processing methods for Recyclable Materials, Food Scraps, Yard Trimmings, Stable Bedding and Manure, Construction and Demolition materials and other types of materials; markets and end uses for Diverted materials; training in SB 1383 characterizations of each type of material Collected in City and required on-site field Cart and Bin Contamination audits; training on how to conduct the on-site field Cart and Bin Contamination audits and record and report results including understanding of what materials are allowed in each Cart/Bin and what materials constitute Contamination; specific training in reducing Contamination in Carts/Bins by interacting with Residents, Commercial businesses, Multi-Family property managers and owners, and community groups and associations, as well as using all public outreach tools and methods required by this Agreement. Such training shall also include “shadowing” one or more existing Recycling Coordinator(s) in the City, in the City of Lake Forest, and/or other city(ies) as they perform all the tasks required and described in Attachment AA. If Contractor selects the in-house training option, the in-house training of each Coordinator shall be a minimum of two (2) months in length.
Contractor shall provide one (1) Recycling Coordinator that is fully trained and experienced as described herein on or before May 15, 2025. Contractor shall also provide the additional “utility infielder” full-time Recycling Coordinator described herein on or before April 1. 2025. At City request, Contractor shall designate a different Coordinator if
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a Coordinator does not meet the requirements enumerated herein or does not perform all the duties listed in Attachment AA in the manner described therein. City reserves the right to prioritize the tasks to be completed as needed throughout the Term of this Agreement and Contractor shall re-direct the work efforts of the Coordinators accordingly.
8.05.H.2 Documentation of Recycling Coordinator Training. Contractor shall submit to City written documentation including a curriculum vitae or resume containing the name, education, background, and experience of the Recycling Coordinators on or before March 1, 2025. Contractor shall also submit either (i) documentation of the Coordinators’ completion of a training program provided by a third party; or (ii) documentation as described herein of completion of Contractor’s in-house training program.
If Contractor elects to utilize an in-house training program, Contractor shall document the in-house training of the Recycling Coordinators including records of descriptions of each type of training provided for the Recycling Coordinators, as well as the dates, times, locations and names of trainers providing the training, for each training module/topic required herein. Contractor shall submit the training documentation to City at the end of the minimum two (2) month training period.
If Contractor elects to utilize a third-party training program, Contractor shall submit documentation of the Coordinators’ completion of the training as soon as it is completed, but in no event later than May 15, 2025 for the full-time Coordinator assigned to City and
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on or before March 15, 2025 for the “utility infielder” Recycling Coordinator that will work in both the City of Lake Forest and the City of Laguna Hills.
If Contractor elects to utilize an in-house training program, Contractor shall submit documentation of the Coordinators’ completion of the training as soon as it is completed, but in no event later than May 15, 2025 for the full-time Coordinator assigned to City and on or before March 15, 2025 for the “utility infielder” Recycling Coordinator that will work in both the City of Lake Forest and the City of Laguna Hills..
Similar documentation shall be submitted to City whenever there is a change in the staffing of the position and such documentation shall be submitted prior to the new Coordinator commencing work.
8.05.H.3 Deadline for Providing One (1) Fully Trained Recycling Coordinator. If Contractor fails to provide the full-time Recycling Coordinator on or before July 1, 2025, the liquidated damages in Section 15.09 shall apply. Liquidated damages shall not apply regarding the “utility infielder” Coordinator.
8.05.I Provision of City’s Day-to-Day City Contact Person. In addition to (i) the Recycling Coordinators; (ii) Contractor’s representative designated pursuant to Section
16.07 B; and (iii) the customer service representatives of Contractor, Contractor shall also designate a person to be the City’s day-to-day contact to resolve difficult and/or chronic Customer complaints, persistent, repeated and/or complex Customer billing and payment issues, and other Customer service or City issues that are not being resolved by Contractor’s customer service representatives or the Recycling Coordinator in a timely
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manner. The day-to-day contact person shall work and communicate directly with the City’s designated staff person(s) to resolve issues as needed by the City. The day-to-day contact person shall support and assist Contractor’s Recycling Coordinators in the performance of their duties; personally make site visits and/or telephone calls to Residents of Single Family Dwellings, and to managers, owners and Authorized Customer Representatives of Commercial and Business Establishments, including MultiFamily complexes and dwelling units that have recurring Contamination in any streams (MSW, Recyclable Materials and/or Food Scraps/Yard Trimmings) and/or Overfull Containers or Uncontainerized MSW or Divertible Materials; educate Residents and businesses about City ordinance requirements and options for source reduction, additional Carts, additional Bins, Split Bins, locking bins and other service options; personally conduct site visits and/or make telephone calls to Single Family Dwelling Residents with repeated service issues to troubleshoot and resolve; coordinate with Contractor’s operations, dispatch staff, customer service staff, Recycling Coordinators, executive management and other departments to resolve Customer issues.
The day-to-day contact person will dedicate the amount of time required such that all service disputes and issues are addressed in one (1) business day.
Contractor’s designated day-to-day contact person shall make all reasonable efforts to return calls from the City (that are received during normal working hours, except in case of emergency) within four (4) business hours of receipt of the call and in no event later than one (1) business day after receipt of the call.
The designated day-to-day contact person identified in Attachment G shall have a minimum of three (3) years’ experience in Collection operations for MSW,
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Recyclable Materials, Food Scraps, Yard Trimmings, Wood, Stable Bedding/Manure, Construction and Demolition Debris, Household Hazardous Waste, Sharps, E-Waste, Universal Waste and all other material types, dispatch and operational logistics, customer billing and payments, Processing Facilities, implementation and operation of Recycling, Composting and Diversion Programs, interaction with the public, and detailed knowledge of all the requirements of the Act. This shall not be an entry-level position.
Upon City request, Contractor shall designate a different day-to-day contact person if the current designee does not meet the requirements enumerated herein and/or if the City is otherwise dissatisfied with the performance of the designated day-to-day contact person.
8.05.J Initial Hiring. Prior to commencement of operations, Contractor shall hire the necessary complement of employees. Contractor shall conduct a background check of each applicant, which will, at a minimum, include a check of his/her driving record through the California Department of Motor Vehicles, record of criminal convictions, and references. All applicants shall be required to take a standard test for use of illegal drugs and alcohol as a condition of employment. Drivers shall be required to demonstrate proficiency in the English language; at least one person proficient in spoken English shall be on every Collection vehicle when that vehicle is in service. Contractor will furnish City with a copy of its training manual and schedule of training of new employees. City may attend and observe any safety or operational training classes. Nothing in these Sections
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8.05.G, H, I and J shall be construed to give City control over the selection or supervision of Contractor’s employees.
8.05.K Ongoing Training and Testing. Contractor shall provide regular safety training on an ongoing basis including, but not limited to, the safety training listed in Section 8.05.E and shall conduct random drug and alcohol testing of employees in safetysensitive positions in compliance with regulations issued by the U.S. Department of Transportation.
8.05.L Use of Workers Not Employed by Contractor. If Contractor engages any independent contractors, it shall ensure that such independent contractors:
1. Comply with the nondiscrimination requirements in Section
17.15; and
2. Maintain Comprehensive General Liability, workers
compensation and Employer’s Liability insurance covering such workers in the amounts required by Section 13.02.A.1 and
13.02.A.2, and with policies meeting the other requirements of Section 13.02.
Contractor is responsible for providing qualified and competent staffing to ensure the adequate performance of all requirements in this Agreement, regardless of whether such work is performed by employees or furnished by independent contractors.
Contractor is also responsible for providing sufficient training to all persons performing work so that they can perform the work in a safe and competent manner and are thoroughly familiar with the work that Contractor is required to perform and the standards it is required to meet under this Agreement.
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All drivers, mechanics, supervisory and managerial workers, and Recycling Coordinators shall be direct employees of Contractor.
8.05.M Provision of Senior Manager(s) Responsible For Marketing of Food Scraps/Yard Trimmings/Compost Products
Contractor shall provide one or more senior manager(s) and technician(s) who are responsible for and directly involved in, tailoring compost end products for use in agricultural and landscaping markets (e.g “custom blends” created to specifically address customers’ specific crops, soil or other parameters). Contractor shall test Compost from its operations (including all Compost operations at the City-designated Composting Facility described in Article 6) using an outside independent testing laboratory approved by City. In the event Contractor has, and utilizes an in-house laboratory for such testing, City shall have the right to request the use of an outside independent laboratory for testing of compost at any time at Contractor’s sole expense.
8.05.N Notification to City In Event of Impending Strike, Labor Unrest, Picketing or Similar Action
In the event Contractor becomes aware, by any means, that a labor strike, labor unrest, picketing or any similar action is planned, being discussed, threatened, or otherwise may occur, Contractor shall notify City within twenty-four (24) hours. Contractor shall include in such notification all information that Contractor has concerning the potential strike or other labor unrest, and shall inform City of the potential types, duration and other pertinent details about potential interruptions in Collection, Processing or other services being provided by Contractor pursuant to this Agreement that may occur. Said
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notification shall include notification of strikes, labor unrest, or similar actions that may make Processing Facilities being used for City’s materials unavailable.
In the event that Collection operations and/or Processing operations may be affected, Contractor shall provide City with Contractor’s plan to address the potential interruption in services to mitigate or eliminate any disruption in the provision of services required by this Agreement. Contractor shall continue to keep City informed as frequently as there are changes or updates in the situation. Contractor shall meet with City at City’s request, and as frequently as requested by City. Contractor shall also appear at City Council meeting(s) and/or City Council Committee and/or Subcommittee meetings as requested by City to discuss and address the situation.
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ARTICLE 9: OTHER COLLECTION-RELATED SERVICES
9.01 Billing.
9.01.A Direct Billing of All Customers. As of July 1, 2025 Contractor shall: (i) bill all Customers for Collection of MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Stable Bedding/Manure, Wood, Construction and Demolition Debris and all other materials according to the rates listed in Attachment D, as adjusted per the terms of this Agreement; (ii) maintain accurate billing and payment records; and (iii) bill Customers on a monthly, bimonthly or quarterly schedule as approved by City.
Customers’ bills shall be itemized showing the charges for each classification of services.
Customer billing shall be performed pursuant to the requirements contained in Attachment B, Section 1 and an annual Billing Audit shall be performed as described in Section 1 of Attachment B.
9.01.B City Inserts. City may direct Contractor to produce and insert mailers with billings relating to City-sponsored events, integrated waste management activities, Diversion programs and other environmental programs, at least six (6) times per year. If a postage increase is incurred for the City insert, the City will be responsible for paying said increase.
9.01.C. Delinquent Accounts. Contractor shall be responsible for collecting delinquent charges for services it renders to customers. Contractor shall employ measures, consistent with federal and California laws regulating the collection of debts, to obtain payment of charges including use of its own employees to obtain judgments in
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Small Claims Court, and to enforce such judgments. Contractor shall follow the collection procedures described Section 1 of Attachment B.
9.02 Billing Records. Contractor shall keep records of all billing documents and customer account records including, but not limited to, invoices, customer payment coupons mailed with the invoice, collection notices, records of online payments, credit card payments and all other billing and payment documents for the entire Term of the Agreement, and for a period of two (2) years following the termination of the Agreement.
Contractor may, at its option, maintain those records in electronic form, hard copy, or in any other manner, provided that the records can be preserved and retrieved for inspection and verification in a timely manner.
9.03 City Access to Billing Information. Contractor shall provide City with prompt access to all current and up-to-date billing information necessary to allow the City to respond to Customer inquiries or complaints or as otherwise required by City. At request of City, Contractor shall provide “read only” electronic access to Contractor’s Customer billing records such that City employees can research billing inquiries and Customer account history from city hall. Contractor shall cooperate with City to establish this “read only” function and shall ensure that City has access to Customer billing information in “real time.” In the event City requests such access, Contractor shall bear all costs for any hardware and software to be located at Contractor’s office(s) in order to establish access to Contractor’s computer and server equipment, and City shall bear all costs of the hardware and software required at city hall to connect access to Contractor’s computer
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system. If specialized technical computer consulting assistance is required beyond that of City staff and Contractor’s staff, Contractor shall pay for the required assistance.
9.04 Public/Customer Service and Accessibility.
9.04.A Office Hours and Location. Contractor shall maintain an office located either in the City or within a twenty-five (25) mile radius of the City limits. The office will be available for customers to pay bills, subscribe to service, change service, stop service and otherwise contact Contractor. Contractor’s office shall be open to the public from 8 a.m. to 5 p.m. Monday through Friday. The office may be closed on Saturdays, Sundays and holidays as defined in this Agreement.
9.04.B Availability of Representative. A representative of the Contractor possessing detailed knowledge about all the services provided in the City and the maximum rates listed in Attachment D for all such services, shall be available during office hours to communicate with the City and members of the public in person, by telephone and by electronic mail and to assist Customers making payments in person.
9.04.C Telephone. Contractor shall maintain telephone lines in operation at its office(s) during office hours. Contractor shall provide a phone number specific to only Laguna Hills Customers in the 949 area code. This phone number shall be listed in all correspondence, outreach materials of all types, billing invoices, billing notifications,
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billing statements, digital communications of all types, advertisements and any/all communications in relation to City and its Customers.
9.04.C.1 Call Center and Staffing. Contractor shall utilize the call center, staffing and call tracking software as described in Attachment OO and as further described in this Section 9.04C. As of the Effective Date the total number of customer service representatives in Contractor’s call center is seventy (70). The total number of customer service managers at the call center is seven (7) and the total number of customer service supervisors at the call center is six (6). The number of customer service representatives allocated to the City and to the neighboring City of Laguna Hills (combined) is shown in Attachment OO. In the event of a discrepancy between the information in Attachment OO and the requirements in this Section 9.04.C, the requirements in this Section shall apply.
Contractor acknowledges and agrees that it is of extreme importance to City that calls from Laguna Hills Customers receive prompt, personalized service that is customized (i) to the specific services provided by Contractor in Laguna Hills and the specific maximum rates listed in Attachment D for all such services; (ii) to the specific neighborhoods, geography, demographics, retail, hotels and clientele of Laguna Hills; (iii) is designed to provide a telephone experience as if the customer service representatives were located in Laguna Hills; and (iv) is courteous, helpful, and oriented to solving problems as quickly as possible. Contractor shall ensure that throughout the Term of this Agreement, each customer service representative that will be in contact with a Laguna Hills Customer, is specifically trained in, and has thoroughly read and understood, each and every piece of public outreach material (including, but not limited to, all hard copy brochures, postcards, letters, mailings, hang tags; all videos and social media posts; all newspaper ads, all
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press releases from Contractor and City, and all materials that are on City’s and Contractor’s websites) relating to the services provided by Contractor pursuant to this Agreement that have been provided to City’s Customers via direct delivery to the Customer, the U.S. mail, electronic mail, newspaper ads, social media channels, websites and all other methods of outreach. Said public outreach materials shall include those prepared and provided to Customers by Contractor, those prepared and provided to Customers by City, and those prepared and provided to Customers by a joint effort of Contractor and City.
Prior to June 15, 2025, Contractor shall hold in-person training sessions (or conduct training sessions via a platform such as Zoom or Go-to-Meeting) to train customer service representatives about the specific services to be provided by Contractor pursuant to this Agreement in Laguna Hills and the maximum rates listed in Attachment D for such services. Such training shall include a question-and-answer portion and allow for discussion of the specific unique characteristics of the City of Laguna Hills applicable to providing superior Customer service to City’s residents and businesses. Said in-person (or remote) training shall be repeated every six (6) months throughout the Term for all customer service representatives that will or may be in communication with Laguna Hills Customers. Such follow-up trainings shall include a review of all the basic and special services provided by Contractor in City, and shall also highlight all upcoming special events (e.g. Bulky Item drop-off event, HHW drop-off event, Compost giveaway event, Compost workshops, etc.) Each new customer service representative shall receive the same in-person training as the initial training and then shall be included in the trainings held every six (6) months.
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Each customer service representative shall receive tip sheets outlining the services provided for Laguna Hills customers and associated charges, if any. As issues come up in relation to City and its customers, services are added or for other reasons, updates of Laguna Hills tip sheets shall be provided to customer service representatives on an on-going basis throughout Term.
9.04.C.2 Call Answering, Telephone System Capabilities and Customer Service. Contractor shall utilize call center customer data tracking software and telephone technology such that calls are routed and answered by customer service representatives at the call center as follows: (i) all calls shall be answered by or on the third ring; (ii) the voicemail system shall require the caller to make no more than two (2) selections from the voicemail menu before reaching a live customer service representative or being placed in a “hold” queue; (iii) the number of customer service representatives and the voicemail system shall be designed and maintained to result in an average hold time of ninety (90) seconds or less (average to be calculated on a monthly basis). The telephone system shall be designed and maintained to result in a hold time that does not exceed two (2) minutes during the highest peak volume days and times. All voicemail menus shall include an option for the Customer to make a selection to speak with a live customer service representative.
The voicemail/telephone system shall be capable of informing each Customer of their estimated hold time. In the event the hold time exceeds two (2) minutes at any time, the caller shall receive periodic prompts from the telephone system informing the caller they can elect the option of leaving their name and call back number in-lieu of remaining
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on hold. The periodic prompts will be approximately every ninety (90) seconds. In the event a Customer elects to leave a name and call-back number, the system shall indicate the length of time within which the Customer will receive a call back. Such timeframe shall not exceed sixty (60) minutes. All call-backs to Customers shall be completed by a live customer service representative. Call-backs made solely by an automated voice or “robo call” and not by a live person, shall result in the imposition of liquidated damages listed in Section 15.09.
The telephone system utilized shall have the capability to generate detailed information on hold times, non-connected calls, dropped calls, and other key customer service metrics. Contractor shall report all these metrics to City on a monthly basis as described in Attachment K. Additionally, City may request average hold-time and all other metrics at any time and for any period of time. If the average hold time exceeds ninety (90) seconds in any month, the liquidated damages in Section 15.09 of this Agreement shall apply.
Contractor’s customer service software system shall be capable of connecting customer service representatives directly with Route Supervisor(s), Collection drivers, Contractor’s Recycling Coordinator, billing specialists and other personnel of Contractor in order to resolve as many issues and complaints as possible while the Customer is on the telephone with the representative. If an issue cannot be resolved immediately by contacting other personnel of Contractor, the customer service representative shall make all reasonable efforts to initiate the process of follow-up on the issue or complaint while the Customer is still on the telephone. Contractor’s telephone system shall include the
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ability for the customer service representative to transfer a Customer’s call to a supervisor to assist the Customer.
On or before June 15, 2025, Contractor shall test and ensure the telephone system is compatible with the following devices: land line telephones, Android cellular phones, Apple cellular phones, Apple Car Play and Android Auto. Contractor shall work collaboratively and shall cooperate with City during the Term to implement changes to Contractor’s telephone system to accommodate and facilitate communication with other types of telephones and communication devices that come into widespread use by City residents and businesses during the Term.
Contractor’s call center and customer service system shall be capable of receiving texts and emails from Customers that include still photographs and video. The system shall also be capable of sending the Customer still photographs and video from Contractor’s Collection driver and/or other sources as part of the problem-solving communication process. Contractor’s call center shall also be compatible with TTY or provide other means for persons with a hearing or speech disability to be able to contact Contractor.
Contractor’s call center staff shall update Customer records with notes about each call that shall include, but not be limited to, the date and time of the call, Customer’s name and address, the customer service representative handling the call, a detailed description of the issue or complaint, any photographs and/or video sent by the Customer, the City or City’s agents, or by Contractor’s personnel, noting whether said photos and/or video were sent to the Customer and, if so, by what means, the solution to the problem or the
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next steps to solve the problem, and the names and positions of all other employees of Contractor who are involved in the issue and/or who are responsible for further research or problem solving to resolve the issue(s). If the Customer is to receive follow-up information, a site visit from Contractor’s employee(s), and/or other contact from Contractor, these shall be recorded in the notes of the call along with the date(s) and time(s) conveyed to the Customer for such follow-up. Contractor’s telephone and Customer data system shall be capable of generating work orders as well as a listing of all of the follow-up actions promised to Customers, the employee(s) of Contractor assigned to carry out the actions, and the date by which the actions are to be completed and reported to the Customer. Said work sheet shall be generated weekly by Contractor, and more frequently if required by City due to Customer complaints. A Supervisor at the call center shall be charged with ensuring all promised follow-up actions are completed within the timeframes promised to the Customer.
If City receives complaints that Customers are unable to reach Contractor’s office by phone, or are subject to excessive waiting time “on hold” prior to reaching a customer service representative, City may (in addition to the assessment of liquidated damages described in Section 15.09) require that Contractor install additional telephone lines and/or provide additional resources and customer service representatives at Contractor’s sole expense, until the “hold times” meet the requirements herein.
9.04.C.3 Additional Call Center Personnel During Initial Rollout, Bin and Cart Delivery. During the period from March 1, 2025 through September 30, 2025 the parties anticipate that Customer calls will be at a much higher-than-average volume
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due to the following changes in service: (a) a change in Collection day for many Customers due to re-routing of the City by Contractor to achieve cross-jurisdictional routing efficiencies; (b) a possible corresponding change in street sweeping days; (c) the delivery of new Carts to each Residence and collection of the old Carts; (d) the delivery of new Bins, Carts and Roll-Off Boxes to Commercial and Business Establishments and City Facilities and the collection of old Bins and Carts; (e) and notification to all Customers of the new maximum rates listed in Attachment D to become effective July 1, 2025 including the maximum rates for Extra Carts and Backyard/Sideyard Residential service (unless the resident is Disabled).
Due to the changes that will be experienced by Customers as described herein, the Contractor agrees to provide sufficient additional customer service representatives to City, as needed, during this important transition period in order to achieve the telephone answering and customer service metrics described in Section
9.04.C.2. It is the intent of the parties that the Contractor shall handle as many customer service calls as possible and that Customer service issues and complaints be resolved by Contractor’ s personnel to avoid the Customer escalating the complaint, request and/or question to the City. The parties further agree the goal is for Contractor to provide a level of additional personnel assigned to the City of Laguna Hills sufficient to prevent, to the extent reasonably possible, callers becoming frustrated with hold times in Contractor’s telephone answering system and calling the City with their questions, requests and/or complaints.
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Contractor shall arrange for Contractor’s 949 area code telephone number (that is only for use by City Customers) to be listed in all telephone directories generally distributed in the City, online telephone directories for the City, on all Contractor’s bills and invoices and on Contractor’s web site.
Contractor shall ensure that telephone calls to it from locations within the City are billed as “local calls” by all telephone companies including mobile carriers.
9.04.D Correspondence. Contractor shall respond to all written correspondence including all faxes and e-mail or other electronic correspondence from City or Customers within two (2) business days. The correspondence shall include a meaningful, specific answer to the Customer’s complaint, request, and/or problem and shall not be a nonspecific “form” response nor a “robo” or automatically-generated communication indicating Contractor will respond at a future date. In the event the research or development of a response or solution to the Customer’s problem, complaint or request takes longer than two (2) business days, Contractor’s correspondence shall indicate the specific steps Contractor is taking to research and resolve the issue(s) and the date the Customer can expect an answer. Such date shall be within five (5) business days.
9.04.E Electronic and Non-Electronic Payment of Bills. Contractor shall provide electronic access to Customers for the following functions: (i) Signing up for service, (ii) Changes to service, (iii) Discontinuation of service, and (iv) Payment of Bills.
Contractor shall accept major credit cards and direct debit service for payment of bills.
Contractor shall also provide the options for payment by mail-in check and in-person payment by cash, credit or debit card for all services.
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9.04.F Maps, Schedules, Consumer Information. Contractor shall furnish the City with maps and schedules for all Collection routes pursuant to the schedule and requirements in Section 1 of Attachment B, and shall update such maps and schedules whenever a change occurs. Contractor shall have current maps and schedules available for inspection by the public at its business office. Contractor shall submit a new revised set of maps and schedules to City on May 1 of each year of the Term commencing May 1, 2026.
Contractor will submit drafts of the maps, schedules and brochures to City prior to distribution and will incorporate City’s comments in the final version distributed to the public.
9.04.G Web Site. Contractor shall provide a web site customized for the City. The web site shall include, but not be limited to, descriptions of all of Contractor’s services in the City; the maximum rates as listed in Attachment D for all services; notices of special events (such as Christmas tree collection rules and dates); information on acceptable items in MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Stable Bedding/Manure and Construction and Demolition Debris Containers and what materials constitute Contamination of each material stream; information on starting, stopping, starting, changing service, and vacation stops; information on electronic access as described in Section 9.04.E; information on available Container sizes; FAQ’s with responses; and updates for local special circumstances and events including holiday Collection schedules. Contractor shall maintain the web site in good working order and shall frequently update the web site to ensure it reflects the current maximum rates for all
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services listed in Attachment D, all available services and upcoming special service events at all times.
9.05 Service Complaints. Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all Customer complaints relating to service and billing. Contractor shall record in a separate log, the format of which is approved by the City, all complaints, noting the name and address of complainant, date and time of complaint, nature of complaint, and nature and date of resolution. This complaint log shall be available for inspection by City. In addition, Contractor shall compile a summary statistical table of the complaint log (or a copy of the log if requested by City) and submit the table, or copy, to City as part of the monthly reports described in Attachment K.
Contractor shall respond to all complaints from Customers within eight (8) working hours of its receipt of notice of the complaint. In particular, if a complaint involves a failure to collect MSW, Food Scraps and/or Stable Bedding/Manure from a Premises as required by this Agreement, Contractor shall collect the MSW, Food Scraps and/or Stable Bedding/Manure in question within such eight (8) working hour period, provided it has been placed for Collection in accordance with the City’s Municipal Code. If the complaint is received after normal working hours, Contractor shall respond to the complaint within eight (8) working hours of the time Contractor’s employees receive the complaint information (i.e. for a complaint left at 7:00 p.m. on a weekday, Contractor’s employees would receive the complaint at 8:00 a.m. the following morning and would resolve the complaint before 4:00 p.m. the same day).
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Complaints that are not resolved by the customer service representatives through Contractor’s usual process within five (5) business days shall be referred to Contractor’s City Day-to-Day contact person for concentrated research and resolution. Contractor’s City Day-to-Day contact person shall work with the Customer, Contractor’s operations, dispatch, billing and all other personnel required to resolve the complaint. The City Dayto-Day contact person shall work with the City representative as needed to discuss and identify options to resolve the complaint. Once the complaint is resolved the City Day-toDay contact person shall provide photo evidence of the resolution to the City and shall follow up to make sure the complaint is truly resolved for a period of four (4) weeks. This follow up will include re-contacting the customer to ensure the complaint is resolved and the problem(s) reported have not recurred.
9.06 Change in Collection Schedule. Contractor shall obtain written approval from City prior to any change in Collection operations which results in a change in the day on which Collection occurs at Single Family Dwellings. Contractor shall comply with the requirements in Attachment B regarding notice to customers of changes in operations.
9.07 Report of Accumulation of MSW or Unauthorized Dumping. Contractor shall direct its drivers to note: (i) the addresses of any Premises at which they observe that MSW is accumulating and is not being placed for Collection, and (ii) the address, or other location description, at which MSW has been dumped in an apparently unauthorized manner. Contractor shall deliver the address or description to City within two (2) working days of such observation.
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9.08 Contact Information in Case of Emergency. Contractor shall maintain an emergency telephone number and shall provide email addresses for use by City staff and emergency first responders during other than normal business hours and shall provide that number to City. Said number(s) and email address(s) will not be given out to the public. Contractor shall have a representative, or an answering service to contact such representative, available at the emergency telephone number during all hours when the office is closed.
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ARTICLE 10: CONTRACTOR INCENTIVES AND MINIMUM
PERFORMANCE STANDARDS
10.01 Overview of Contractor Incentives. Contractor shall have the opportunity to earn up to two (2) one-year extensions of the Term by meeting performance metrics for the level of Contamination in MSW, Recyclable Materials, and Food Scraps/Yard Trimmings Collected by Contractor and meeting all other requirements of the Agreement.
Attachment N, Section 3 contains the detailed methodology for evaluation of achievement of the required metrics.
The Phase 1 extension incentive requires Contractor to achieve a Contamination level of twenty-five percent (25%) or lower, by weight, in all three (3) Residential streams (MSW, Recyclable Materials and Co-collected Food Scraps/Yard Trimmings) and twenty-five percent (25%) or lower, by weight, in the MSW, Recyclable Materials and Source Separated Food Scrap Commercial and Multi-Family streams. The key dates for the Phase 1 extension incentive are:
• Period during which characterization audit results showing Contamination levels achieved will be used to evaluate Contractor’s performance: July 1, 2027 through June 30, 2028
• City analysis of results and determination of whether metrics have been achieved:
July 1, 2028 through September 30, 2028
• Contractor notified of City determination of whether Phase 1 incentive has been earned: October 1, 2028
• If the incentive has not been earned, opportunity for Contractor to conduct additional characterization and submit results to City per Section 3.1. of Attachment N: October 1, 2028 – November 15, 2028
The Phase 2 extension incentive requires Contractor to achieve a Contamination level of fifteen percent (15%) or lower, by weight in all three (3) Residential streams (MSW, Recyclable Materials and Co-collected Food Scraps/Yard Trimmings) and fifteen percent
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(15%) or lower, by weight in the MSW, Recyclable Materials and Source Separated Food Scrap Commercial and Multi-Family streams. The key dates for the Phase 2 extension incentive are:
• Period during which characterization audit results showing Contamination levels achieved will be used to evaluate Contractor’s performance: July 1, 2030 through June 30, 2031
• City analysis of results and determination of whether metrics have been achieved:
July 1, 2031 through September 30, 2031
• Contractor notified of City determination of whether Phase 1 incentive has been earned: October 1, 2031
• If the incentive has not been earned, opportunity for Contractor to conduct additional characterization and submit results to City per Section 3.1. of Attachment N: October 1, 2031 – November 15, 2031
Sections 3.1. and 3.2 of Attachment N contain a more detailed description of the timelines and processes for evaluation of Contractor’s performance toward achieving the Contamination metrics described herein.
10.01.A Phase 1 Extension Incentive. If Contractor meets the requirements listed below and Contractor is in full compliance with all requirements of this Agreement, as determined by City in its sole discretion, City will extend the Term of the Agreement by one (1) year. In order to qualify for the Phase 1 contract extension incentive, Contractor must have achieved at or below all of the following Contamination levels for the period between July 1, 2027 and June 30, 2028 for Single-Family Dwelling Residential materials,
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Commercial materials, and Multi-family Dwelling materials as described in Attachment N, Section 3.1 (“Assessment of Phase 1 Performance Metrics”):
(1) twenty-five percent (25%) by weight for Recyclable Materials, (2) twenty-five percent (25%) by weight for co-collected Food Scraps/Yard Trimmings, Source Separated Food Scraps and Source Separated Yard Trimmings; and (3) twenty-five percent (25%) by weight for MSW.
If Contractor meets the above requirements, the City will extend the Agreement for one (1) year for the period of July 1, 2033 to June 30, 2034.
10.01.B Phase 2 Extension Incentive. If Contractor meets the requirements listed below and Contractor is in full compliance with all requirements of this Agreement, as determined by City in its sole discretion, City will extend the Term of the Agreement by one (1) year. In order to qualify for the Phase 2 incentive, Contractor must have achieved at or below the following Contamination levels for the period of July 1, 2030 through June 30, 2031 for Single-Family Dwelling Residential materials, Commercial materials, and
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Multi-family Dwelling materials as described in Attachment N, Section 3.2 (“Assessment of Phase 2 Performance Metrics”):
(1) fifteen percent (15%) by weight for Recyclable Materials, (2) fifteen percent (15%) by weight for Co-collected Food Scraps/Yard Trimmings, Source Separated Food Scraps and Source Separated Yard Trimmings; and (3) fifteen percent (15%) by weight for MSW
If Contractor complied with the requirements for, and received an extension under, Section 10.01.A, and complies with the requirements under this Section 10.01.B, then the City will extend the Term for one (1) additional year, from July 1, 2034 through June 30, 2035. If Contractor did not receive an extension under Section 10.01.A but is found to have earned an extension under this Section, the City will extend the Term for one (1) year for the period July 1, 2033 through June 30, 2034. City will notify Contractor in writing on or before April 1, 2032 as to whether or not the Term is extended under this Section.
10.01.C Granting of Extensions. Extensions granted under Section 10.01.A and Section 10.01.B shall be in the sole discretion of the City based upon calculations of the actual levels of Contamination achieved, and fulfillment of requirements of the Agreement, and shall not require Contractor’s acceptance.
10.02 Failure of Contractor to Achieve Minimum Performance Standards for Program Implementation and for Contamination Minimization In order for City to comply with the Act and SB 1383, (a) Diversion Programs required by the Agreement must be implemented and maintained throughout the Term, and (b)
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Contamination levels must be minimized in all streams of materials Collected by Contractor. In the event the percentage of Diversion Programs implemented and/or the level of Contamination in Collected materials does not reach and/or is not maintained by Contractor as required by the Act and SB 1383, the City may be subject to enforcement action by CalRecycle. The Contamination levels required for Contractor earning extensions of the Term as described in Section 10.01 are the goals that warrant the granting of extensions if achieved. The Minimum Performance Standards provide a ‘floor’ of Diversion Program implementation and Contamination levels that Contractor must meet. Falling below the Minimum Performance Standards places the City in jeopardy of enforcement action by CalRecycle. The timelines and procedures contained in this Section 10.02 provide protections for the City to avoid enforcement action.
Section 10.02.A describes the Minimum Performance Standards for Diversion Program implementation. Section 10.02.B describes the Minimum Performance Standards for Contamination minimization.
10.02.A Minimum Performance Standards for SB 1383 Program Implementation
The minimum required level of program implementation that must be completed by Contractor on or before June 30, 2026 includes implementation of all SB 1383 Diversion programs as follows:
SB 1383 Multi-Family Dwelling Diversion Program. Contractor must have fully implemented the SB 1383 Diversion programs at ninety-five percent (95%) of the
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Multi-Family Dwellings in City as described in Sections 2 and 3 of Attachment B.
Contractor must have fully implemented an SB 1383 Multi-Family Food Scrap Diversion program at a minimum of ninety-five percent (95%) of (a) all Multi-Family complexes (as the Multi-Family Food Scrap program is described in Sections 2 and 3 of Attachment B), and (b) at a minimum of ninety-five percent (95%) of all Gated Developments, HOA’s and Mobile Home Parks with centralized Bin/Cart/Compactor/Roll Off service (as described in Sections 2 and 3 of Attachment B).
SB 1383 Commercial and Business Establishment Diversion Program.
Contractor must have fully implemented an SB 1383 Diversion program for ninetyfive percent (95%) of the Commercial and Business Establishments in City as described in Section 3 of Attachment B.
Per Attachment B, Contractor may be relieved of the requirement to ‘fully implement’ an SB 1383 diversion program at a Commercial and Business Establishment if, after taking the steps outlined in Attachment B, Section 3.7, the Customer still refuses to implement the SB 1383-mandated program. These accounts shall be referred to the City for enforcement action. Similarly, the Contractor may refer non-compliant accounts to the City that may be eligible for SB 1383 Waivers for de minimis quantities and/or physical space constraints. These de minimis or physical space constraint SB 1383 Waivers, if granted by the City, will be excluded in determining the Contractor’s overall SB 1383 compliance percentage.
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10.02.A.1 City Evaluation of Contractor’s Attainment of Minimum Level of Program Implementation Standards. During the period July 1, 2026 through September 30, 2026, and each July 1 through September 30 thereafter, City will evaluate Contractor’s performance to determine whether or not the minimum level of Diversion program implementation has been achieved. City will review the Red/Green Tracking Spreadsheet and/or CRM System, time and work logs of the Recycling Coordinators, all the Monthly, Quarterly, and Annual Reports listed in Attachment K, submitted by Contractor up to and including the Monthly Report for June 2026. City and/or City’s agents may also conduct site visits at Customers’ Premises to determine whether Contractor has achieved the minimum required Diversion program implementation. The onsite assessment process to evaluate Contractor’s attainment of minimum level of program implementation standards is described in Section 4.1 of Attachment N (“Assessment of Percentage of SB 1383 Diversion Programs Fully Implemented as Required by Section 10.02A”).
On or before October 1, 2026 the City shall notify the Contractor, in writing, of the percentage of compliant Commercial and Multi-family SB 1383 accounts based on its evaluation. In the notification, the City will identify the number of accounts that were identified as non-compliant. Contractor shall have 45 days from the date on which the City notifies it of the non-compliant Accounts to attempt to implement a SB 1383- compliant program. If, 45-days after the Contractor is notified and the overall SB 1383 compliance rate is still below 95%, the City shall seek additional staffing, at the Contractor’s expense, to achieve full SB 1383 compliance as described in Section
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10.02.C. The City has the right to conduct such SB 1383 compliance assessments at any time.
10.02.B Minimum Performance Standards for Contamination Minimization.
This Section 10.02.B identifies the performance metrics for determining whether Contractor has succeeded in keeping Contamination at or below the levels established as the Minimum Performance Standard for the periods described herein.
10.02.B.1 Maximum Levels of Composite Contamination Required by June 30, 2027 as evaluated for the period of July 1, 2026 – June 30, 2027 Between July 1, 2026 and June 30, 2027, and during Agreement years 3 and 4 as shown in the table in Section 4.2.1 of Attachment N, Residential, Commercial and Multifamily Contamination levels for Recyclable Materials, Source-separated Food Scraps, and MSW shall be maintained at or below 30% as follows [Note: Contamination levels are calculated by weight]:
• Residential
o Recyclable Materials Contamination level: 30% or lower o MSW Contamination level: 30% or lower. (Note: The 30% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Co-Collected Food Scraps/Yard Trimmings Contamination level: 30% or lower
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• Commercial
o Recyclable Materials Contamination level: 30% or lower o MSW Contamination level: 30% or lower. (Note: The 30% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Source-separated Food Scraps Contamination level: 30% or lower • Multi-family
o Recyclable Materials Contamination level: 30% or lower o MSW Contamination level: 30% or lower. (Note: The 30% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Source-separated Food Scraps Contamination level: 30% or lower
10.02.B.2 Maximum Levels of Composite Contamination Required by June 30, 2030 as evaluated for the period of July 1, 2029 – June 30, 2030 Between July 1, 2029 and June 30, 2030, and annually thereafter through the remainder of the term as shown in the table in Section 4.2.2 of Attachment N, Residential, Commercial and Multi-family Contamination levels for Recyclable Materials, Sourceseparated Food Scraps, and MSW shall be maintained at or below 20% (by weight) as follows:
• Residential
o Recyclable Materials Contamination level: 20% or lower
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o MSW Contamination level: 20% or lower. (Note: The 20% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Co-Collected Food Scraps/Yard Trimmings Contamination level: 20% or lower
• Commercial
o Recyclable Materials Contamination level: 20% or lower o MSW Contamination level: 20% or lower. (Note: The 20% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Source-separated Food Scraps Contamination level: 20% or lower • Multi-family
o Recyclable Materials Contamination level: 20% or lower o MSW Contamination: 20% or lower. (Note: The 20% Contamination level includes the combined weight of Recyclable Materials, Yard Trimmings and Food Scraps found in MSW)
o Source-separated Food Scraps Contamination level: 20% or lower
10.02.B.3 City Evaluation of Contractor’s Attainment of Minimum Performance Standards for Contamination Minimization. Each year, beginning with the period of July 1, 2027 through September 30, 2027 and each July 1 through September 30 annually thereafter, City will evaluate Contractor’s performance to determine whether or not the Minimum Performance Standard for Contamination minimization has been met for the previous calendar year. In order to make a
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determination concerning Contractor’s performance City will utilize the results of the characterization studies performed at all Processing Facilities and for the MSW being delivered for Disposal during the previous year. The methodology for the studies is described in Attachment N, Section 1 (“Characterization Protocols for Divertible Materials and MSW”). The City will review the study results for all characterizations performed during each year including the following: Source Separated Recyclable Materials performed in the previous Agreement year; Food Scraps and Yard Trimmings performed in the previous Agreement year; and the MSW waste characterization performed in the previous Agreement year. The process for calculating Contamination levels achieved using the characterization data is described in Section 4.2.1 of Attachment N (“Assessment of 30% Maximum Levels of Container Contamination”.) and Section 4.2.2 (“Assessment of 20% Maximum Levels of Container Contamination”). On or before November 15 of each year, beginning November 2027, Contractor may conduct up to one additional re-characterization for each stream where the Minimum Performance Standard for Contamination minimization was not met, using the process described in Attachment N, Section 4.2.1 (“Assessment of 30% Maximum Levels of Container Contamination”) and Section 4.2.2 (“Assessment of 20% Maximum Levels of Container Contamination”).
10.02.C Contractor’s Failure to Achieve Minimum Performance Standards. In the event that Contractor fails to achieve:
1) the minimum level of program implementation, as described in Article 10.02.A, and/or:
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2) the Contractor fails to achieve the levels of Contamination described in Article
10.02.B;
Contractor shall pay the City’s costs of utilizing Persons, including but not limited to, full or part-time employees, consultants or other Persons as determined by City (hereinafter referred to as “City’s agents”), to implement said programs and/or to achieve levels of Contamination acceptable to the City, as described herein. City reserves the right to select and utilize said Persons to perform this work by any method available to the City.
In the event Contractor has not met the Minimum Performance Standard for Diversion Program implementation and/or Contamination minimization, City may retain the services of one or more Persons as described herein, to complete implementation of the Diversion programs until all of the Commercial and Multi-Family SB 1383 Diversion Programs are fully implemented and the required Contamination levels are met. In such event Contractor shall reimburse City on a monthly basis for the work performed by such Persons to implement the Diversion programs. City will invoice Contractor for this expense and Contractor shall pay said invoices within thirty (30) days of receipt.
Contractor shall cooperate with City and the Persons retained and used by City to implement Diversion programs. Such cooperation shall include sharing information and data on Customers with City and its agents, providing Containers for Recyclable Materials, Yard Trimmings/Wood, Food Scraps and any other Divertible Materials in a timely manner as described in the Agreement including Attachment B, Collecting Containers of Divertible Materials on the schedule agreed upon with the Customer and City and/or City’s agents, and processing the Collected materials at the City-approved
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Processing Facilities listed in Article 6. Contractor shall not impair, impede or in any way frustrate or otherwise interfere with the actions or efforts of City and/or City’s agents to successfully complete all steps to fully implement the required Diversion programs as described herein.
As Diversion programs are implemented by City’s agents, and/or Contamination levels are reduced by City’s agents to at or below the required levels, City’s agents will monitor and troubleshoot said programs and Contamination levels, provide additional training, education, and site visits for the initial ninety (90) day period following program startup and/or Contamination reduction efforts. At the end of the ninety (90) day period, City’s agents will transfer responsibility for all aspects of the fully implemented program including maintaining the required Contamination levels to Contractor. Contractor shall fully maintain each fully implemented program and maintain the required Contamination levels at the Customer’s Premises from that point forward, including completing any and all applicable steps described in Section 3.7 of Attachment B.
Contractor shall continue to pay for the work of City’s agents until all of the following conditions have been met: (a) The City’s agents have implemented the remaining SB 1383 Diversion programs for all Customers; (b) City’s agents have transferred responsibility for all aspects of each implemented program to Contractor; (c) Contractor is fully maintaining each implemented program as described in Section 3.7 of Attachment B; and (d) the maximum Contamination levels have not been exceeded. At such point, City shall notify Contractor in writing and shall submit any final invoice(s) for the work of City’s agents to Contractor for payment.
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ARTICLE 11: RECORD KEEPING, REPORTING, INSPECTIONS AND
AUDITS
11.01 General. Contractor recognizes that maintenance of accurate and complete records of its operations and timely submission to City of accurate and complete reports is an essential aspect of the services to be provided by it under this Agreement.
11.02 Record Keeping. Contractor shall maintain accurate records of: (i) personnel; (ii) equipment; (iii) Collection operations; (iv) tonnages and Disposal used for MSW and Disposal of Residue from the following facilities: Clean MRF, Composting Facility, Stable Bedding/Manure Processing Facility, Construction and Demolition Debris Processing Facility; (v) Diverted Tons of Recyclable Materials, Yard Trimmings, Stable Bedding/Manure, Wood, Food Scraps and Construction and Demolition Debris; (vi) customer service; (vii) billing and payment; (viii) sale of Recyclable Materials, Compost, Construction and Demolition materials, and any and all energy, and all other revenuegenerating products created from Processing materials Collected in City; (ix) financial matters; and (x) other matters in such detail and format necessary to compile the reports required by this Agreement, including, but not limited to, all reports listed in Attachments K and N. All records of activities of Contractor in fulfilling the requirements of this Agreement, including but not limited to the above-listed records, shall be maintained by Contractor for the entire Term of the Agreement. Contractor may, at its option, maintain
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those records in electronic form, hard copy, or in any other manner, provided that the records can be preserved and retrieved for inspection and verification in a timely manner.
11.03 Reporting. Contractor shall compile and submit to City complete and accurate reports required by this Agreement, including but not limited to the following:
11.03.A Reports Listed in Attachment K. Monthly, quarterly and annual reports of Tonnages, Collection and Diversion operations, and other items.
11.03.B Monthly Recording of Information in the Red/Green Tracking Spreadsheet and in the City-Supplied CRM System. The City is exploring the use of a third-party vendor-licensed software (“Recyclist”, “SMART 1383” or similar) to provide Customer Relationship Management (“CRM”) software to track Diversion program implementation and to comply with certain CalRecycle SB 1383 reporting requirements.
The City anticipates that much of the customer interaction reporting that is required to be included in the Red/Green listing may no longer be needed when said software is fully implemented. During the evaluation of the functionality and accuracy of reporting of the City’s prospective vendor(s) (Recyclist, SMART 1383 or similar), Contractor shall track all Customer interactions using both the Red/Green listing and the new software CRM system, as described herein. During the first year of the Term, both the Red/Green listing and the new software CRM system shall be utilized and evaluated. Upon the City’s satisfaction that the new software is comparable to the Red/Green Listing reports provided, a meeting will be held between City and Contractor on or before November 30, 2025 and, at the sole discretion of the City, either one or both of the reporting systems will be utilized for the next calendar year of the Term. This process will be repeated each
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year of the Term to determine the reporting system(s) to be utilized for the upcoming calendar year. The parties anticipate that the types, functions and costs of CRM software will continue to evolve over the Term and City may direct Contractor to utilize new, different and/or enhanced CRM reporting system(s) in the future.
City will acquire and own the license for the CRM software and provide access to Contractor. City will inform Contractor at any time it is replacing the initially selected software system with another CRM system and coordinate with Contractor to switch to the new CRM system.
11.03.B.1 Information to Be Recorded in the Red/Green Tracking Spreadsheet/CRM System. Contractor shall create, maintain and update the Red/Green Tracking Spreadsheet and/or the CRM System (as directed by City) as described in Attachment K at least monthly during the Term and more frequently as needed. The purpose of the Red/Green Tracking Spreadsheet and/or CRM System is to document all contacts made with Customers concerning implementation of Diversion programs, and Contractor’s completion of the program implementation tasks listed in Section 3.7 and Section 3.16 of Attachment B. Each Diversion program that is fully implemented and operating at a Customer’s premises shall be coded in green on the spreadsheet and marked on the CRM System. Each Customer premises that does not have each specific required Diversion Program (Collection of Recyclable Materials, Yard Trimmings/Food Scraps, where applicable Stable Bedding/Manure, and any other required program(s)) fully implemented and operating as required by this Contract, shall be color-coded in red. Contractor shall make detailed notes in the Red/Green Tracking Spreadsheet and/or CRM System about all Customer contacts (telephone, mail, e-mail,
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on-site meetings, observations and inspections) and all pertinent information on issues, problems, troubleshooting and solutions concerning program implementation at each Customer’s location(s).
The description of the Red/Green Tracking Spreadsheet in Attachment K is the template and format that Contractor shall use to create the electronic version of the Red/Green Tracking Spreadsheet. On or before July 1, 2025, Contractor shall create a complete and up-to-date version of the electronic Red/Green Tracking Spreadsheet that lists all Commercial and Business Establishments and Multi-family complexes in the City.
Residential accounts and neighborhoods shall also be input into the spreadsheet/CRM system. Additionally, all Customer data shall be uploaded to the CRM System by July 1, 2025. The status of each entry’s program implementation in the spreadsheet shall be indicated and shall note actions taken and any next steps required for implementation and/or continuation of program operation. All tenants of Commercial and Business Establishments shall be identified and included in the listing as individual line items. For example, a strip mall or plaza may be shown as the Master Account and individual tenants located in the strip mall or plaza would be listed in separate rows. The program implementation status for each of the tenants shall be shown in the spreadsheet on its individual line. Over time, new businesses will open, and existing businesses will close or may change locations. As this occurs, Contractor shall notify City of changes made to the Red/Green Tracking Spreadsheet and/or CRM System by noting thereon, the change in location, business, owner/manager, and new contact information. Contractor shall not delete any Customer or business from the Red/Green Tracking Spreadsheet and/or CRM System without written approval by City. Contractor shall add new businesses that open
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within City and shall note such new additions to the spreadsheet/CRM system to City in the monthly meetings and shall note the month and year the new business opened, on the spreadsheet and/or CRM System.
11.03.C Reports Listed in Attachment N. Results of Characterization Studies of all Processing Facilities and results of all On-Site Field Container Contamination Audits as required by Attachment N.
11.04 Inspection by City. The City (and/or City’s agents) shall have the right, but not the obligation, to observe and inspect all of the Contractor’s operations involved in providing services under this Agreement to determine whether Contractor is performing in accordance with this Agreement and Applicable Laws. Contractor shall cooperate fully with such inspections, including inspections and observations of operations at all Processing Facilities, and where necessary, obtain such permissions and right of entry for inspection on behalf of City for facilities used by, but not owned by, the Contractor. In connection therewith, the City shall have the right to enter any of Contractor’s facilities and Processing Facilities owned or operated by third parties at which Contractor has contracted to process materials Collected in City, observe operations as desired by City, photograph operations and record by both written and electronic media such observations measurements and quality of Recovered and/or processed materials. Access shall be scheduled during normal business hours, however, in the case of observation and/or participation in waste characterizations and route audits, City shall have access to observe all steps of the protocols and techniques used in the sampling process. Such protocols and techniques include, but are not limited to, selection of routes, selection of materials from trucks utilizing an X and Y axis as described in Attachment N, actual
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sampling, weighing of samples and recording of data utilizing data sheets as described in Attachment N. For on-route Residential lid flipping, if material is brought to a Processing Facility or transfer station for additional examination, or if an alternate sampling protocol (other than on-site lid flipping at Residences) is used, the same access described herein for characterizations and route audits shall be granted. Contractor shall accommodate early morning and late evening access to coincide with the characterizations, route audits and lid flipping, including sampling and all techniques and protocols associated therewith.
City access shall be granted even during high traffic and high-volume times of the day at the facility. Appropriate safety precautions and procedures shall be employed.
Where photo-documentation or other media capture is required by City or its agents to verify Contractor’s claims and/or reported tonnages, Diversion or other information, such material shall be stored at Contractor’s facility in a location secured to Contractor’s satisfaction. The City shall have the right to speak with any of Contractor’s employees, where it is necessary to obtain clarification or pertinent detail that can best be provided by the employee(s), and to receive a response to any inquiries directed to such employees; and review and make copies (at City’s expense) of any and all Contractor’s operational and business records related to this Agreement. If City so requests, Contractor shall make specified personnel available to accompany City employees and/or City’s agents on inspections. City’s access to, and observation of activities and operations at each Processing Facility shall not be restricted or impaired in any way by Contractor.
City may periodically investigate Contractor’s financial status to determine Contractor’s financial capacity to continue to perform in accordance with this Agreement.
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Such investigations will be done at the sole expense of City, using such City employees or independent agents as City deems appropriate. Contractor shall cooperate during such investigations and shall make available for inspection such records as the City, or its agents or authorized personnel, may request.
Contractor shall maintain a complete roster of employees and independent contractors providing service under this Agreement. The roster shall contain the name, job classification and such other information as City may require. The City may inspect the roster, and make a copy thereof at its expense, at any time during business hours.
City shall have the right to observe Containers of MSW, Recyclable Materials, Yard Trimmings, Wood, Food Scraps, Stable Bedding/Manure, Construction and Demolition Debris and all other materials for the purpose of conducting waste audits and Contamination audits as needed during the Term.
11.05 Compliance Reporting. Contractor shall submit monthly, quarterly and annual reports to the City documenting the disposition of MSW, Recyclable Materials, Yard Trimmings, Wood, Compost, Stable Bedding/Manure, and Food Scraps, and shall format such reports so that they may be used by the City for City’s compliance with the reporting requirements of the Act, SB 1383 and all Applicable Laws, or any other subsequently enacted federal, state or local laws, rules, or regulations governing integrated waste management. Contractor shall also comply with all requirements of AB 901 (PRC Sections 41821.5-41821.8) as it may be amended, and all regulations promulgated thereto, regarding reporting Tons to CalRecycle, the City and other agencies. The aggregation of tonnages permitted by AB 901 shall not alter any of Contractor’s reporting requirements in this Agreement. The confidentiality provisions of AB 901 shall not apply
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to any of Contractor’s reports submitted pursuant to this Agreement. All Contractor’s reports are subject to audit by City, or by a third-party designated by City. The accuracy of all required reports to be submitted by Contractor are of paramount importance to City.
Such reports show how Contractor is tracking and allocating diverted Tons, Disposed Tons, residue Tons and Tons delivered to, and marketed from, Processing Facilities. The number of Tons diverted and Disposed directly impacts both the City’s Diversion rate as calculated by the Act, and SB 1383, the City’s costs of Diversion and of compliance with the Act and SB 1383. Therefore, City may take all necessary steps and actions to audit, analyze and review any tonnage discrepancies or any other discrepancies, in Contractor’s calculations, allocations, tonnage tracking and submitted documentation and records.
11.05.A Reporting of Multi-Family and Commercial Tons Separately. As described in the definition of Commercial and Business Establishments in Attachment A, Contractor shall report all Tons collected at Multi-Family Dwelling Premises separately from Commercial Tons. This includes but is not limited to, Tons of MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Stable Bedding/Manure, Wood and Construction and Demolition Debris. Contractor shall accomplish the separate tracking and reporting of Multi-Family Dwelling and Commercial Tons by the use of on-board scales and weighing each Bin as it is emptied into the Collection vehicle, record the weight, type of Customer for each lift (Multi-Family Dwelling or Commercial), Customer account and report the Tons for each Customer type daily for each route. For Cart Collection service Contractor shall utilize the allocation method in Attachment CC.
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11.05.B Material Discrepancy in Data Reported.
In the event that City discovers any material discrepancy in Contractor’s reported Diversion, Disposal, Tonnages, or any reported data required by this Agreement, City will notify Contractor and Contractor shall have fourteen (14) calendar days to explain or otherwise resolve the discrepancy or discrepancies to the satisfaction of City. If there remains any doubt or question about the accuracy of Contractor’s calculations, allocations, documentation or disposition of Tons of MSW, Recyclable Materials, Yard Trimmings, Stable Bedding/Manure, Wood, Food Scraps, Construction and Demolition Debris, Compost, or any other materials, City may undertake a detailed examination of all information, documentation, calculations and other data.
In the event that there is a discrepancy between the levels of Contamination observed in on-site field Container Contamination audits of Multi-Family Dwelling or Commercial Containers, versus the level of Contamination determined by the Processing Facility characterization conducted pursuant to Attachment N, Contractor shall diligently work with City and/or City’s agents to identify the sources of Contamination and reduce them to the limits required by law in order to comply with the Act. In the event such efforts do not result in agreement between the Contamination levels identified by the on-site field Container Contamination audits and the Contamination levels identified by the Processing Facility characterization, Contractor and City will work together to create a methodology that will provide the information needed to trace the Contamination back to the source(s) on the various routes.
Contractor shall reimburse City’s actual costs up to seventy-five thousand dollars ($75,000) in each calendar year for such analysis, research, and review. Contractor shall
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cooperate fully with City’s efforts and shall provide in a timely manner all additional Cityrequested documentation, information, and records (both electronic and hard copy) and shall provide access to all City (and/or City’s agents) requested documents and records both of Contractor and of the Processing Facilities used to process Tons Collected in City.
City will invoice Contractor for the actual cost of the additional tonnage and allocation review and Contractor shall pay the invoice within thirty (30) days of receipt. In the event that Contractor fails to pay City’s invoice within thirty (30) days of receipt, interest shall accrue at the Prime Rate (as published in the Wall Street Journal as of the due date for payment of the invoice) plus five percent (5%).
11.06 Annual Route Audit. Contractor shall conduct an annual audit, during the month of April of each year of this Agreement, of all Collection routes for MSW and Recyclable Materials, Food Scraps, Yard Trimmings, and Wood. The audit shall include, at a minimum: (i) the route number, (ii) identification number of vehicles servicing each route, (iii) number and type of accounts serviced by route and by truck, (iv) number and sizes of Containers collected together with the frequency of Collection by route and by truck, (v) weight of MSW collected, (vi) weights of Single-Material Recyclables, Single Stream Recyclable Materials, Yard Trimmings, Food Scraps, Stable Bedding/Manure and Wood by route and by truck, (vii) densities for all routes audited in pounds per cubic yard, and (viii) any pertinent operational details. Results of the route audit shall be delivered to City in their entirety, including, but not limited to, maps of routes with each route numbered, survey sheets, logs, route lists, forms used to gather information, and other similar documents, within ten (10) working days of completion of the audit, and in no event later than May 20 of each year of the Term. The initial audit shall be performed in April 2026
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with the report due by May 20, 2026. Said audit may be undertaken directly by Contractor or on behalf of Contractor by another party, but in either event shall be completed at Contractor’s sole expense.
11.07 Characterization Studies and In-Field Container Contamination Audits.
Contractor shall conduct the following characterization studies and audits as described in Attachment N:
11.07.A Characterization Studies. Contractor shall conduct characterization studies of the streams of materials being delivered to each Processing Facility using the protocols and at the frequencies described in Attachment N. The first Processing Facility characterization studies shall be conducted during 2025 as described in Attachment N.
The characterization study reports shall include the items listed in Attachment N and be submitted to City at the frequencies described therein. City shall have the right to have City staff or City’s representatives present during any of the study. Contractor shall give City a minimum of fifteen (15) calendar days written notice of the date and time Contractor shall conduct each study. The characterization studies and the reports on results shall be performed and prepared at Contractor’s sole expense.
The results of the characterization study shall be put into use the first day of the month following submittal of the report to the City and approval of the report and allocation method by City, and shall be used to report Tons Diverted and Disposed by each Processing Facility for the City of Laguna Hills in the monthly reports submitted to City pursuant to Attachment K. Such results shall be used to report Tons Diverted and Disposed by each Processing Facility for the City of Laguna Hills until the results of the
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next characterization study are approved by City. If and when Contractor is required to report to CalRecycle or any other agency, jurisdiction-specific Tons Diverted and Tons of Residue for each Processing Facility used by Contractor to process City’s materials, Contractor shall report using the results of the Processing Facility characterization studies described herein.
11.07.B In-Field Container Contamination Audits. Contractor shall also conduct on-site field Container Contamination audits at Residential, Commercial and Business Establishments, using the protocols and at the frequencies described in Attachment N. The Contamination audit reports shall include the items listed in Attachment N and be submitted to City at the frequencies described therein. In-field Contamination audits shall commence as described in Attachment N. City shall have the right to have City staff or City’s representatives present during any of the audits.
Contractor shall provide City a schedule and list of locations/routes where audits will be conducted a minimum of fifteen (15) days prior to the first audits. The audits and the reports on results shall be performed and prepared at Contractor’s sole expense.
11.08 Annual City Review of Contract Audits and Results. Each year of the Term, City shall have the right, but not the obligation, to conduct a review of the procedures used to perform all audits and characterization studies described in Sections 11.05, 11.06 and 11.07, as well as the protocols described in Attachment CC to allocate Cart tonnages for multi-jurisdictional Residential routes and cross-sector Cart Collection, and the results of said audits, studies and methodologies. If City desires to review the audit, characterization, and/or cross-jurisdictional/cross sector allocation results and/or
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procedures, City will contact Contractor to schedule a meeting or series of meetings to discuss the procedures and results. At City’s sole discretion, Contractor shall change the audit and/or characterization protocol, timing and frequency and/or the cross-jurisdictional cross sector allocation methodology as directed by City and shall put such changes into effect with the next audit and/or characterization. City’s review of audit and study procedures may include review of Contractor and Processing Facility records and on-site visits to Contractor’s facilities and Processing Facilities. City’s (and/or City’s agents) access to, and observation of activities and operations at each Processing Facility shall not be restricted or impaired in any way by Contractor.
11.09 Reporting of Adverse Information. Contractor shall promptly notify City and shall provide the City with three (3) copies (one to the Public Works Director, one to the City Manager and one to the City Attorney) of all claims, complaints, pleadings, demand letters, Notices of Violation, communications or other written material that sets forth or discusses Contractor’s potential liability with respect to Contractor’s performance of services under this Agreement, or with respect to collection services provided by Contractor in any other jurisdiction during the term of this Agreement. This shall include such documents as may be received from or sent by Contractor to the U.S. Environmental Protection Agency, California Environmental Protection Agency, CalRecycle, the Securities and Exchange Commission, or any other federal, state or local agency with jurisdiction over Contractor’s operations, including but not limited to documents that may be filed in any federal or state court or arbitration. Copies shall be submitted to the City simultaneously with Contractor’s filing or submission of such materials with said agencies.
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Contractor’s routine correspondence with said agencies need not be submitted to City but shall be made available to the City promptly upon City’s written request.
In the event Contractor receives notification from the neighboring City of Lake Forest that said City is terminating its contract with Contractor, Contractor shall provide City with a copy of such notice within five (5) days of Contractor’s receipt of the notice.
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ARTICLE 12: INDEPENDENT CONTRACTOR
12.01 Contractor an Independent Contractor. In the performance of services under this Agreement, the Contractor shall be, and is, an independent contractor, and is not an agent or employee of the City. Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all Persons assisting Contractor in the performance of Contractor’s services hereunder. Contractor shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding and all other regulations governing such matters, and shall be solely responsible for Contractor’s own acts and those of Contractor’s employees and other agents.
12.02 No Partnership or Joint Venture Created. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the City and Contractor, or as giving the City a duty to supervise or control the acts or omissions of any Person performing services or work under the Agreement.
12.03 No Entitlement to City Benefits. Neither Contractor nor its officers, employees, agents or subcontractors shall be entitled to any retirement benefits, healthcare benefits, workers’ compensation benefits or any other benefits which accrue to any City employees, and Contractor expressly waives any claim it may have to acquire to such benefits. Contractor agrees to defend and indemnify City for any claims brought by Contractor’s employees against City for such benefits.
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ARTICLE 13. INDEMNITY, INSURANCE, BOND
13.01 General Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its elected or appointed officials, officers, employees, agents, consultants, volunteers, affiliate, assignees, representatives, attorneys, subsidiaries and affiliated entities and their respective heirs and assigns (collectively “Indemnified Parties”) from and against any and all claims (individually a “claim”, collectively “claims”) including without limitation, claims for bodily injury, death, or damage to property, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever which may arise from or be in any way related directly or indirectly to City entering into this Agreement with Contractor, Contractor’s breach of its obligations under this Agreement, or Contractor’s performance of, or its failure to perform, its obligations under this Agreement. Claims subject to the Contractor’s duty to defend and indemnify shall include, without limitation, (i) any claim concerning the validity of City entering into this Agreement or any ordinance or action based thereon, as well as the limits of City’s authority with respect to the entering into Agreements, including the process for the approval of Agreements, exclusive or otherwise, (ii) any claim involving the collection of Municipal Solid Waste, arising out of the exercise of this Agreement by Contractor, (iii) claims by other entities disputing the rights and privileges granted by City in this
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Agreement, or (iv) as specified under the provisions of Section 13.05 below concerning Hazardous Waste.
The foregoing indemnity shall not apply to the extent that the Claim is caused by the sole negligence or the willful misconduct of the Indemnified Parties, but shall apply if the Claim is caused by the joint negligence of Contractor and other Persons. Upon the occurrence of any Claim, Contractor, at Contractor’s sole cost and expense, shall defend (with attorneys reasonably acceptable to City) the Indemnified Parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits shall not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor’s duties to indemnify and defend shall survive the expiration or earlier termination of this Agreement.
Nothing in this section shall be deemed to require Contractor to defend or to indemnify the City for claims where the City is prohibited from imposing such duties on Contractor pursuant to Public Resources Code section 40059.1 or section 40059.2.
13.02 Insurance.
13.02.A Types and Amounts of Coverage. Without limiting Contractor’s indemnification described in Section 13.01, Contractor shall procure from an insurance company or companies licensed to do business in the State of California and shall maintain in force at all times during the Term at Contractor’s sole expense, the types and amounts of insurance listed in this Section 13.02 in a form acceptable to City. If Contractor
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maintains higher limits than the minimums listed in this Section 13.02, the City shall be entitled to coverage for the higher limits.
13.02.A.1 Workers’ Compensation and Employer’s Liability. Contractor shall maintain workers’ compensation insurance covering its employees in statutory amounts and otherwise in compliance with the laws of the State of California. Contractor shall maintain employer’s liability insurance in an amount not less than One Million Dollars ($1,000,000) per accident or disease. Contractor shall not be obligated to carry workers’ compensation insurance if (i) it qualifies under California law and continuously complies with all statutory obligations to self-insure against such risks; (ii) furnishes a certificate of Permission to Self-Insure issued by the Department of Industrial Relations; and (iii) furnishes updated certificates of Permission to Self-Insure periodically, at least annually, to evidence continuous self-insurance.
13.02.A.2 Comprehensive General Liability and Automobile Liability Policies. Contractor shall maintain comprehensive general liability insurance and automotive liability insurance with each policy having limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) annual aggregate covering all claims and all legal liability for personal injury, bodily injury, death, and property damage, including the loss of use thereof, arising out of, or occasioned in any way by, directly or indirectly, Contractor’s performance of, or its failure to perform, services under this Agreement.
The insurance required by this subsection shall include:
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(i) Premises Operations (including use of owned and non-owned equipment);
(ii) Products and Completed Operations (including protection against liability resulting from use of Recyclable Materials by another Person);
(iii) Personal Injury Liability with employment exclusion deleted; (iv) Broad Form Blanket Contractual with no exclusions for bodily injury, personal injury or property damage (including coverage for the indemnity obligations contained herein);
(v) Owned, Non-Owned, and Hired Motor Vehicles;
(vi) Broad Form Property Damage.
The comprehensive general liability insurance shall be written on an “occurrence” basis (rather than a “claims made” basis) in a form at least as broad as the most current version of the Insurance Service Office commercial general liability occurrence policy form (CG0001). If occurrence coverage is not obtainable, Contractor shall arrange for “tail coverage” on a “claims made” policy to protect City from claims filed within four years after the expiration or termination of this Agreement relating to incidents that occurred prior to such expiration or termination. Any excess or umbrella policies shall be on a “following form” basis.
13.02.A.3 Pollution Liability. Contractor shall maintain pollution liability insurance to include onsite, under-site and offsite coverage for bodily injury (including death and mental anguish), property damage, regulatory fines, defense costs and cleanup costs with minimum limits of Five Million Dollars ($5,000,000) each loss and Ten Million Dollars ($10,000,000) in the aggregate covering claims as a result of pollution conditions arising out of its operations under this Agreement. Non-owned Disposal site coverage shall be provided if Contractor is handling, storing or generating Hazardous
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Waste or hazardous materials or any material or substance otherwise regulated under environmental laws or regulations.
13.02.A.4 Physical Damage. Contractor shall maintain comprehensive (fire and theft) physical damage insurance covering the vehicles and equipment used in providing service to City under this Agreement, with a deductible or self-insured retention not greater than One Hundred Thousand Dollars ($100,000). The deductible limit may be increased by City with acceptable proof of self-insurance. Notwithstanding the foregoing, Contractor shall be allowed to self-insure for physical damage to its vehicles provided Contractor provides adequate audited financial information to City and City is reasonably satisfied that Contractor has the financial net worth to cover any losses.
13.02.B Acceptability of Insurers. The insurance policies required by this section shall be issued by an insurance company or companies admitted to do business in the State of California, subject to the jurisdiction of the California Insurance Commissioner, and with a rating in the most recent edition of Best’s Insurance Reports of size category VIII or larger and a rating classification of A or better.
13.02.C Required Endorsements. Without limiting the generality of Sections 13.02.A and B, the Worker’s Compensation, General Liability, Automobile Liability, and Pollution Liability policies shall contain endorsements making the City and its Indemnified Parties including but not limited to elected or appointed officers, officials, employees, and agents and volunteers an additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability
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coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Endorsement shall also be obtained that state that for any claims related to this Agreement, the Contractor’s insurance coverage shall be primary and noncontributory insurance coverage at least as broad as ISO CG 20 01 with respect to the City, its officers, officials, employees, agents, and volunteers, and that any insurance or programs of self-insurance (including participation in risk pools) maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors.
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13.02.D Delivery of Proof of Coverage. No later than ten (10) calendar days after execution of this Agreement by both parties, Contractor shall furnish City one or more certificates of insurance and required endorsements substantiating that each of the coverages and endorsements required hereunder are in force, in form and substance satisfactory to City. Such certificates shall show the type and amount of coverage, effective dates and dates of expiration of policies and shall be accompanied by all required endorsements. If City requests, copies of each policy, together with all endorsements, shall also be promptly delivered to City in one complete package.
Contractor shall furnish renewal certificates to City to demonstrate maintenance of the required coverages throughout the Term. Each year on or before the renewal date for all insurance policies required herein, Contractor shall deliver to City a new package containing all insurance certificates with all of the required endorsements and copies of all insurance policies required by this Agreement.
The Contractor shall obtain the written consent of the City prior to changing insurers providing insurance under this Agreement, which consent shall not be withheld or delayed unreasonably.
13.02.E Other Insurance Requirements.
1. Contractor hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision
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applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
2. If the Contractor maintains broader coverage and/or higher limits than the minimums limits required above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3. Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language for all policies shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. City is not responsible for payment of premiums for or deductibles under any required insurance coverages.
4. In the event performance of any service is delegated to a subcontractor, Contractor shall require such subcontractor to provide statutory workers’ compensation insurance and employer’s liability insurance for all of the subcontractor’s employees engaged in the work. The liability insurance required by Subsection 13.02.A.2 shall cover all subcontractors or the subcontractor must furnish evidence of insurance provided by it meeting all of the requirements of this Section 13.02.
5. Contractor shall comply with all requirements of the insurers issuing policies. The carrying of insurance shall not relieve Contractor from any obligation
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under this Agreement, including those imposed by Section 13.01. If any claim is made by any third Person against Contractor or any subcontractor on account of any occurrence related to this Agreement, Contractor shall promptly report the facts in writing to the insurance carrier and to the City.
6. If Contractor fails to procure and maintain any insurance required by this Agreement, City may take out and maintain, at Contractor’s expense, such insurance as it may deem proper and deduct the cost thereof from any monies due Contractor. Alternatively, the City may treat the failure as a Contractor Default, and not subject to any applicable cure period.
7. The Parties acknowledge that the market for insurance is subject to unforeseeable events which can affect the amount of coverage needed and pricing therefor. Accordingly, in the event the City determines that the services under this Agreement create an increased or decreased risk of loss to the City, Contractor agrees that the minimum limits of the insurance policies required by this Section may be changed accordingly upon receipt of written notice from the City; provided that Contractor shall have the right to appeal a determination of increased coverage to the City Council of City within ten (10) days of receipt of notice from the City.
13.03 Faithful Performance Bond. Not later than ten days after execution of this Agreement by both parties, Contractor shall file with City a bond securing the Contractor’s faithful performance of its obligations under this Agreement. The principal sum of the bond shall be Two Million Dollars ($2,000,000). The form of the bond shall be as set out in Attachment L. The bond shall be executed as surety by a corporation admitted to issue
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surety bonds in the State of California, regulated by the California Insurance Commissioner and with a financial condition and record of service satisfactory to City.
The term of the bond shall be not less than twelve (12) months. The bond shall be extended or replaced by a new bond in the same principal sum and maintained in duration without lapse for the term of the Agreement. Not less than ninety (90) days before any expiration of the bond, the Contractor shall furnish either a replacement bond or a continuation certificate substantially in the form attached as Attachment M, executed by the surety.
It is the intention of this Section 13 that there be in full force and effect at all times a bond securing the Contractor’s faithful performance of the Agreement, throughout its Term.
13.04 Alternative Security. City may, in its sole discretion, allow Contractor to provide alternative security in the amount set forth in Section 13.03, in the form of (a) a prepaid irrevocable standby letter of credit in form and substance satisfactory to City and approved by the City Attorney and issued by a financial institution acceptable to City, or (b) a certificate of deposit in the name of the City with a term satisfactory to City and with a financial institution acceptable to City.
13.05 Hazardous Waste Indemnification.
A. Without regard to any insurance coverage or requirements, and without limiting the above general indemnification obligation in any way, Contractor specifically agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City) reimburse, indemnify, and hold City and its past and present
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officers, council members, employees, consultants and agents (hereinafter “Indemnified Parties”) harmless from and against any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, actions, attorneys’ fees, consultant fees, penalties and any and all other losses, damages, fees and expenses of whatever kind or nature (“Claims”) (including but not limited to response costs, investigative costs, assessment costs, monitoring costs, treatment costs, cleanup costs, removal costs, remediation costs, and similar costs, damages and expenses) that arise out of or are alleged to arise out of or in any way relate to any action, inaction or omission of Contractor that:
1. Results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnified Party is liable, responsible or in any way obligated to investigate, assess, monitor, study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Waste (as defined herein); or
2. Relates to material collected, transported, recycled, Composted, processed, treated or disposed of by Contractor.
B. Contractor’s obligations pursuant to this section shall apply, without limitation, to:
1. Any Claims brought pursuant to or based on the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., the California Hazardous Substances Account Act (California Health & Safety Code Sections 25300 et seq.), the California Hazardous
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Waste Control Laws (California Health & Safety Code Sections 25100 et seq.), the California Porter-Cologne Act (California Water Code Section 13000 et seq.), and any and all amendments and regulations thereto, and any other Federal, State, regional or local environmental statutory or regulatory provision;
2. Any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or operation of Contractor of any facility;
3. Any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, Disposal, processing or use of any materials recovered by Contractor;
4. Any Claims based on or arising out of or alleged to be arising out of any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement.
C. The foregoing indemnity and defense obligations shall apply irrespective of the negligence or willful misconduct of Contractor or any Affiliate of Contractor.
D. For purposes of this Agreement, the term “Hazardous Waste” includes, without limitation, any material or substance which is: (i) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (ii) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health & Safety
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Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (iii) defined as a "hazardous substance" under Section 25316 of the California Health & Safety Code, Division 20, Chapter 6.8 (Hazardous Substance Account Act); (iv) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 25501(p), (q), and (r) and 25501.1 of the California Health & Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (v) defined as a "hazardous substance" under Section 25281 of the California Health & Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (vi) "used oil" as defined under Section 25250.1 of the California Health and Safety Code; (vii) asbestos; (viii) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (ix) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; (x) designated as a "toxic pollutant" pursuant to the Federal Water Pollution Control Act, 33 U.S.C. Section 1317; (xi) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C. § 9601); (xiii) defined as "Hazardous Material" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; (xiv) defined as such or regulated by any "Superfund" or "Superlien" law; (xv) any asbestos or asbestoscontaining material; (xvi) any chemical which the Governor has identified as a chemical known to the State to cause cancer or reproductive toxicity pursuant to California Health
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& Safety Code Section 25249.8; or, (xvii) any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time hereafter, in effect.
The term “Hazardous Waste” shall also include any and all amendments to the abovereferenced statutory and regulatory provisions made before or after the date of execution of this Agreement. Where there is a conflict in the definitions employed by two or more agencies having jurisdiction over Hazardous Waste, the term “Hazardous Waste” shall be construed to have the broader, more encompassing definition.
E. The provisions of this section shall not terminate or expire, shall be given the broadest possible interpretation and shall survive the expiration or earlier termination of this Agreement.
13.06 Integrated Waste Management Act Indemnification. The parties agree that Contractor’s implementation of all programs in Attachment B is vital to the City’s compliance with the Act and with SB 1383. Therefore, to the fullest extent permitted by law, Contractor agrees to indemnify and hold harmless the Indemnified Parties against all fines and/or penalties imposed by CalRecycle and/or the Air Resources Board: (i) based upon Contractor’s failure to comply with laws, regulations or permits issued or enforced by CalRecycle, the Air Resources Board or the City; and/or (ii) caused or contributed to by the Contractor’s failure to perform its obligations under this Agreement, including, but not limited to, implementation of all Diversion programs and other programs in Attachment B in the timeframes required. This indemnity obligation is subject to the limitations and
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conditions in Public Resources Code Section 40059.1, but is enforceable to the maximum extent allowable by that Section. In the event that CalRecycle and/or the Air Resources Board imposes penalties, fees and/or sanctions against City, Contractor shall, in addition to paying the fines and penalties, pay all City’s costs and fees for staff time, consultants, attorneys and all other costs of defending and resolving the issue of CalRecycle and/or the Air Resources Board issuing fines, penalties and/or sanctions against City.
13.07 Intellectual Property Indemnification. Contractor agrees to indemnify, hold harmless and defend the Indemnified Parties against any and all liability, including costs, for infringement of any United States’ letters patent, trademark or copyright infringement.
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ARTICLE 14: COMPENSATION TO CONTRACTOR
14.01 General. Contractor shall perform the services required by this Agreement in consideration for: (i) the right to charge customers the maximum rates set forth on Attachment D as they may be adjusted as provided in this Article, and (ii) the right to retain all revenues, if any, from the sale of Recyclable Materials, Yard Trimmings, Food Scraps, Compost, Wood (including revenue from creation, sale and use of energy) and Construction and Demolition Debris. The revenues received from these sources shall be the full, entire and complete compensation due to Contractor for all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, profit and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed. City shall not be obligated to make any payments to Contractor under this Agreement, including, but not limited to, payments to compensate Contractor for delinquent or uncollectible amounts charged to Customers.
14.02 Applicable Rate Schedule. As part of the RFP process, Contractor proposed the following sets of rates:
Attachment D-1. Joint Rate Schedule for City and the City of Lake Forest Reflecting Economies of Scale for Operating in Both Cities. (Rates in Attachment D-1 are referred to as the “Initial Base Joint Rates”).
Attachment D-3. Stand-Alone Initial Base Rate for the City of Laguna Hills Reflecting Operations Solely in Laguna Hills With No Cross-Jurisdictional Economies of Scale.
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The maximum rates which Contractor may charge for services provided commencing July 1, 2025 shall be those set forth in Attachment D-1. These are the “Applicable Maximum Rates”. Pursuant to the terms of the MOU, the City of Lake Forest may decide to terminate its Agreement with Contractor. In such event, City will receive a minimum of one-hundred eighty (180) days’ notice from the City of Lake Forest (unless an emergency situation occurs) and City shall notify Contractor that City will switch to the rates in Attachment D3. In that event, Contractor and City shall calculate any adjustments to the rates in Attachment D-3 to account for the passage of time since the commencement of operations under the Agreement (as applicable) and to account for any new or changed City costs. Adjustments to the rates in Attachment D-3 to account for annual adjustments described in Section 14.04 shall be made using the methodology in Attachment J and changes to City costs shall be made using the methodology in Attachment W.
Contractor shall assist City with issuing all required notices to Customers regarding the change to the new rates as further described in Section 14.04.
14.03 Applicable Maximum Rates. Rates are established to encourage Customers to Divert the largest quantity possible of Recyclable Materials, Food Scraps and Yard Trimmings in order to reduce their monthly collection bill, by providing an incentive of fiftypercent (50%) for Diversion of Recyclable Materials, Yard Trimmings and Food Scraps compared with the rate for Disposing of such materials as MSW.
In the event Contractor is found to be charging any rate that is not listed in the Applicable Maximum Rates in Attachment D then in effect, Contractor shall, upon realization of this fact or upon receipt of notification from City, refund all such charges to
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all affected Customers within thirty (30) days. In the event Contractor has charged a higher rate than the Applicable Maximum Rate listed in Attachment D, as may be increased under the various provisions of this Agreement, then the difference between the rate charged and the then-Applicable Maximum Rate shall be refunded. In the event Contractor has charged a lower rate than the Applicable Maximum Rate listed in Attachment D, Contractor shall not charge the Customer for the difference between the rate charged and the Applicable Maximum Rate; however, Contractor shall notify the Customer and give the Customer the option to continue to receive the service at the Applicable Maximum Rate listed in Attachment D, or to arrange for a different service or level of service. In such event, Contractor shall assist the Customer in selecting the most cost-effective service level and the corresponding Applicable Maximum Rate available in Attachment D.
Contractor shall not bill or otherwise charge any Customer for services that are not rendered. Upon discovery of any billing or charging of a Customer for services that were not rendered, Contractor shall refund the complete amount charged to the Customer within thirty (30) days.
Upon City request, Contractor shall provide City with a summary of any and all instances of (i) rates greater than the Applicable Maximum Rates listed in Attachment D being charged, and (ii) charges for services not rendered to Customers. Contractor shall report to City the refunds or other adjustments made for each of said Customers.
14.04 Annual Rate Adjustments. The Applicable Maximum Rates for services set forth in Attachment D shall be adjusted annually, to be effective July 1, 2026 and the July 1 for
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each ensuing year of the Term (including any extensions pursuant to Section 3.03 and Section 10.01) in accordance with Attachment J. If Contractor bills Customers on a monthly basis, thirty days (30) prior to each annual automatic adjustment, Contractor shall provide written notice of the change in the Maximum Rates to Customers by printing the amount (percentage) of the rate adjustment on the Customer’s bill (including both electronic and hard copy bills). Said notice shall include language stating that the Agreement between the City and Contractor provides for this annual adjustment. If Contractor bills Customers on a monthly basis, Contractor shall submit the language to be included on the Customer’s bill (including both electronic and hard copy bills) for City’s approval sixty (60) days prior to each annual automatic adjustment.
If Contractor bills Customers on a quarterly basis, ninety days (90) prior to each annual adjustment, Contractor shall provide written notice of the change in the Applicable Maximum Rates to Customers by printing the amount (percentage) of the rate adjustment on the Customer’s bill (including both electronic and hard copy bills). Said notice shall include language stating that the Agreement between the City and Contractor provides for this annual adjustment.
The parties recognize that rates established under this Contract may be challenged as fees or charges for property-related services pursuant to California Constitution Article XIIID. The City intends to follow the requirements of that Article when adjusting rates, including, but not limited to, those rates set forth in Attachment D in an abundance of caution and without conceding its applicability. If a proposed rate adjustment may not be enacted as a result of a majority protest pursuant to Article XIIID, Section 6, or if rates in effect are reduced as a result of an initiative measure authorized
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by Article XIII.C, Section 3, the City's inability to increase or maintain the rates as contemplated shall not constitute a breach of this Agreement. The parties shall promptly meet to discuss and determine how best to respond to such an occurrence.
14.05 Disposal Charge (Tip Fee) Adjustments. If the tip fee charged at Orange County Landfills (or whatever City designated Disposal Site is then in use) is changed (increased or decreased) for whatever reason including, but not limited to, new or increased taxes or regulatory fees, the Disposal portion of the maximum rates set forth in Attachment D shall be adjusted according to the provisions in Attachment J. Disposal Charges are a pass-through cost and Contractor shall not be entitled to receive or charge any profit, markup, overhead or administrative costs on Disposal Charges
14.06 Pavement Impact Costs. Operations conducted pursuant to this Agreement cause increased wear and tear on City streets in excess of such impacts for routine use of the streets due to the weight of the Collection vehicles, the idling time on route, and the numerous passes made by multiple trucks on streets on Collection days. Said operations accelerates the deterioration of streets and the need for City to repave and otherwise maintain said streets. City has conducted an engineering study and has calculated the increased costs due to operations under this Agreement. Contractor shall pay to City the Pavement Impact Costs in an annual amount of Three hundred seventyfour thousand, three hundred dollars ($374,300). One-twelfth of the Pavement Impact Costs shall be paid to City monthly beginning July 2025. Payments shall be made within thirty (30) days of the end of the calendar month.
The amount of the Pavement Impact Costs shall be adjusted annually commencing July 1, 2026 using the methodology described in Attachment W and the new amount will
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be included in the annual rate adjustment described in Section 14.04 and Attachment J.
If any City Pavement Impact Cost payment is not made by Contractor within thirty (30) days after the above-stated due date, and in addition to any other remedy provided by law, Contactor shall pay to City a penalty in an amount equal to ten percent (10%) per month, or portion thereof, of the amount owing until paid.
14.07 Regulatory Compliance Costs. In order to offset the City’s costs in administering this Agreement in order to meet state-mandated requirements for Diversion and program implementation including, but not limited to, planning, monitoring and implementation of additional Diversion programs, additional public education on Diversion programs, technical consulting assistance on solid waste, recycling and other related issues, preparation of any studies required by the City or by CalRecycle related to compliance with the Act, preparation of required reports, documentation as well as creation and maintenance of the Implementation Record required by the Act and by SB 1383, monitoring of Contractor’s performance under this Agreement, and any other City costs related to compliance with the Act, Contractor shall make an annual payment to City in the amount of Four hundred twenty-eight thousand, seven hundred seventy-five dollars $428,775. Commencing July 2025, Contractor shall remit one-twelfth of this amount to City on a monthly basis within thirty (30) days of the end of the calendar month for which the amount is being paid. The City may adjust the City Regulatory Compliance Costs on an annual basis (or less frequently) as needed to reflect actual costs, and in such event,
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the new amount will be included in the annual rate adjustment described in Section 14.04 and Attachments J and W.
If any City Regulatory Compliance Cost payment is not made by Contractor within thirty (30) days after the above-stated due date, and in addition to any other remedy provided by law, Contactor shall pay to City a penalty in an amount equal to ten percent (10%) per month, or portion thereof, of the amount owing until paid.
14.08 Procurement Compliance Costs. SB 1383 requires the City to purchase a specific quantity of products produced from the Diversion of Food Scraps and Yard Trimmings. The City must procure a minimum of 2,486 tons of Compost and/or mulch annually to comply with this requirement. Contractor shall pay to City a total of Eighty-four thousand, three hundred twenty-two dollars ($84,322) per year for Compost/Mulch Procurement Costs. Commencing July 2025, Contractor shall remit one-twelfth of this amount to City on a monthly basis within thirty (30) days of the end of the calendar month for which the amount is being paid. The City may adjust the Procurement Compliance Costs on an annual basis (or less frequently) as needed to reflect actual costs, and in such event, the new amount will be included in the annual rate adjustment described in Section 14.04 and Attachments J and W.
If any City Procurement Compliance Cost payment is not made by Contractor within thirty (30) days after the above-stated due date, and in addition to any other remedy
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provided by law, Contactor shall pay to City a penalty in an amount equal to ten percent (10%) per month, or portion thereof, of the amount owing until paid.
14.09 Adjustments to Rates in Attachment D Based on City-Directed Changes In Scope of Work. If the City has directed a change in the scope of work under Section
5.12, and either party believes that such change will increase or decrease the costs of providing service, the party which believes the maximum rates listed in Attachment D should be adjusted shall, within thirty (30) calendar days after issuance of the notice of scope change, submit to the other party a proposed adjustment to the Applicable Maximum Rates in Attachment D with complete supporting documentation of the cost calculations therein, and the parties shall thereafter meet and discuss the matter. City may request additional documentation, calculations and other information from Contractor in order to analyze information submitted by Contractor, or in order to make its own internal calculations of the cost change. Once the parties have formulated a cost adjustment, the City Council shall review the proposed adjustment and in the City Council's sole discretion, make the determination as to the appropriate amount of the adjustment. Only changes in Contractor’s costs will be considered. No adjustment will be made to Contractor’s compensation due to loss or reduction in any of the following: (a) Contractor’s profits, and/or (b) decrease in Contractor’s revenues at a Contractor-owned and/or Contractor-operated Processing Facility, including, but not limited to, Processing
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Fees, revenues from sale of Recyclable Materials, Compost, Wood, and/or Processed Construction and Demolition Debris.
In the event the City-directed change of scope results in an increase in rates, the procedures in Section 14.04 for compliance with California Constitution Article XIIID shall be followed.
NOTE: The work to be performed by Contractor, including the scope of work in Attachment B, includes optional tasks and programs that City, in its sole discretion, may choose to implement during the Term (e.g. City-wide use of Bin Sensors described in Section 8.04.G). Contractor’s proposal to City included costs for said optional tasks and programs (see maximum rates in Attachment D) to be charged to Customers for all of the optional tasks and programs in Attachment B. If City chooses to implement any of those program(s), the provisions of Section 5.12 and this Section 14.09 shall not apply. Instead, the maximum rate(s) for said program(s) shall be adjusted for the passage of time since the commencement of Collection operations pursuant to this Agreement, as described in Attachment J. The revenue from such rates, plus the revenue from sale of any Recyclable Materials, Diverted materials and any other products produced from materials Collected in City shall constitute the full and complete compensation to Contractor for implementing such program(s).
14.10 Adjustments to Rates in Attachment D-1 Due to Loss of Cross-Jurisdictional Efficiencies. The rates set forth in Attachment D-1 are based upon Contractor providing Collection, Diversion, Disposal and other services to City and to the neighboring City of Lake Forest which results in certain operational and other cost-saving efficiencies that
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are reflected in said rates. In the unlikely event that the neighboring City of Lake Forest terminates its agreement with Contractor during the Term, the Applicable Maximum Rates shall be adjusted to be the rates in Attachment D-3, as may be adjusted for the passage of time under the terms of Attachments J and W. The adjustment method in Attachments J and W shall be used to calculate and apply the annual adjustment for each year of the Agreement since the commencement of Collection operations. These rates shall become effective on the date that the termination by neighboring City of Lake Forest of its collection services with Contractor becomes effective. If required by City, Contractor shall prepare and issue all required notices to Customers regarding the change to the Applicable Maximum Rates as further described in Section 14.04.
14.11 Other Fees. The City shall have the right to establish other fees and to collect such fees from Contractor, as City deems necessary in City’s sole discretion, and nothing in this Agreement shall be deemed to limit the City’s police/regulatory powers with respect to establishment of new regulations for the collection or disposal of waste or prevention of nuisances in the manner provided for by law. The amount, time and method of payment will be established similar to that described in Section 14.07. City shall provide Contractor with written notice of the establishment of any new fees along with the corresponding change in the maximum rates in Attachment D and the remittance schedule.
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ARTICLE 15: DEFAULT AND REMEDIES
15.01 Events of Default. Each of the following shall constitute an event of default (“Contractor Default”) hereunder:
A. (i) Contractor fails to perform its obligations under Articles 5, 6, 7 or 8 of this Agreement and the failure to perform is not cured within two (2) business days after receiving notice from the City specifying the breach; or (ii) in the case of any other breach of this Agreement, the breach continues for more than fifteen (15) calendar days after written notice from the City for the correction thereof.
B. There is a seizure or attachment of, or levy affecting possession of, the operating equipment of Contractor, including without limitation, its vehicles, maintenance or office facilities, of such proportion as to substantially impair Contractor’s ability to perform under this Agreement, and which is not released, bonded or otherwise lifted within two (2) business days.
C. There is any termination or suspension from any cause (including labor unrest such as strike, work stoppage or slowdown, sickout, picketing, or other concerted job action) of the Contractor’s ability to collect MSW, Recyclable Materials, Yard Trimmings, Food Scraps or Construction and Demolition Debris.
D. Contractor files a voluntary case for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or consents to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Contractor for any part of
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Contractor’s operating assets or any substantial part of Contractor’s operating assets or any substantial part of Contractor’s property used to provide service to City pursuant to this Agreement, or makes any general assignment for the benefit of Contractor’s creditors, or fails generally to pay Contractor’s debts as they become due or takes any action in furtherance of any of the foregoing.
E. A court having jurisdiction enters a decree or order for relief in respect of the Agreement, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Contractor consents to or fails to oppose any such proceeding, and such proceeding remains undismissed or unstayed for a period of ninety (90) days or any such court enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the Contractor’s operating equipment or assets, or orders the winding up or liquidation of the affairs of the Contractor.
F. Contractor fails to timely furnish an initial bond, or fails to furnish a replacement bond or a continuation certificate of the existing bond prior to expiration of the performance bond, as required by Section 13.03 of the Agreement, or fails to maintain in force any substitute security authorized by the City in lieu of performance bond at all times this Agreement is in effect, or Contractor fails to maintain all required insurance coverages in force at all times. The default shall occur immediately upon such failure without any necessity for notice from City of the breach. City shall have the right to give notice of termination under Section 15.02 immediately upon such default.
Notwithstanding any other provision of this Agreement to the contrary, Contractor shall
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not be entitled to an opportunity to cure any default comprising the failure to maintain all required insurance and/or the required bond.
G. Contractor fails to provide reasonable assurance of performance required under Section 16.10.
H. A representation or warranty contained in Article 2 proves to be false or misleading in a material respect as of the date such representation or warranty was made.
I. Contractor engages in, or is ostensibly engaging in any fraud or deceit upon City or makes a misrepresentation regarding information provided to City including, but not limited to, falsifying tonnage reports, reports of the results of characterization audits, Contamination audits, Customer Diversion program participation data, Contamination percentages, reports of Diverted Tons, reported implementation (or steps toward implementation) of Diversion programs required by this Agreement or provides information that is materially misleading in any report or documentation provided to the City.
J. Contractor fails to honor or perform any of its indemnity or defense obligations as specified in this Agreement.
K. Contractor, or any of its officers, directors or employees is found guilty of any crime related to the performance of this Agreement, or of any crime related to anti-trust activities, illegal transport or Disposal of Hazardous Waste or toxic materials, or bribery of public officials. The term “found guilty” shall be deemed to include any judicial
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determination that Contractor, or any of Contractor’s officers, directors or employees is guilty as well as any admission of guilt by Contractor or any of Contractor’s officers, directors or employees including, but not limited to, the plea of “guilty”, “nolo contender”, “no contest” and “guilty to a lesser charge”.
L. Contractor is found to have violated the Act, any Environmental Law, or any permit, order or rule of any regulatory agency in connection with Contractor’s performance of this Agreement and such finding has become final and not subject to further appeal.
M. Contractor empties Containers of properly set out Recyclable Materials or Food Scraps/Yard Trimmings that contain less than twenty-five percent (25%) Contamination into a load of MSW, or transports Recyclable Materials and/or Food Scraps/Yard Trimmings to a Disposal site or other location at which the materials will not be Diverted.
N. Contractor fails to complete the annual brake inspection of each Collection vehicle and to submit Notice of Certification to City no later than May 1 of each year of the Term, as described in Section 8.03.G.
O. The issuance of four (4) or more vehicle, driver/operator or other citations for moving violations (including, but not limited to, exceeding the speed limit, unsafe speed, unsafe driving, reckless driving, running a red light, and unsafe turns) that relate in any way to operations performed pursuant to this Agreement within a twelve (12) month period.
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P. Failure of Contractor to adhere to, perform, implement and complete all parts of the Implementation Plan described in Section 5.03 and Attachment C.
Q. Any act or omission by Contractor relative to services to be provided pursuant to this Agreement which violates the terms, conditions or requirements of this Agreement, or the Act, or any law or statute, ordinance, order, directive, rule or regulation issued pursuant to the Act. Any failure to correct or remedy any such violation within the time set in the written notice of violation or, if Contractor cannot reasonably correct or remedy the breach within the time set forth in such notice or in the event Contractor fails to commence to correct or remedy such violation within the time set forth in such notice and fails to diligently effect such correction or remedy thereafter.
15.02 Right to Suspend or Terminate Upon Default.
A. Upon any Contractor Default, City shall have the right to suspend or terminate this Agreement, in whole or in part. Such suspension or termination shall be effective thirty (30) days after City has given notice of suspension or termination to Contractor, except that such notice may be effective immediately if the Contractor Default is one which endangers the health, welfare or safety of the public. Notice may be given orally in person or by telephone to the representative of Contractor designated in or under Section 16.06 (or, if he/she is unavailable, to a responsible employee of Contractor) and shall be effective immediately. Written confirmation of such oral notice of suspension or termination shall be sent by personal delivery, electronic mail, facsimile, or other expedited means of delivery to Contractor within twenty-four (24) hours of the oral
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notification. Contractor shall continue to perform the portion of the Agreement not suspended, in full conformity with its terms.
B. City will also have the right to suspend or terminate this Agreement, upon the same notice provisions, if Contractor’s ability to perform is prevented or materially interfered with by a cause which excuses nonperformance under Section
16.12, despite the fact that nonperformance in such a case is neither a breach nor default by Contractor.
C. Upon issuance of a notice of termination or suspension of the Agreement to Contractor, City shall simultaneously notify the City of Lake Forest in writing of the issuance of said notice at the following address:
City of Lake Forest
100 Civic Center Drive
Lake Forest, California 92630
Attn: City Manager
15.03 Specific Performance. By virtue of the nature of this Agreement, the urgency of timely, continuous and high-quality service, the lead time required to effect alternative service, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate, and the City shall be entitled to injunctive relief to require Contractor to perform its obligations herein.
15.04 Use of Contractor Property Upon Default. In the event that Contractor fails to perform any of its obligations under Articles 5, 6, 7 or 8 and fails to perform such work within two (2) business days after notice from City, City shall have the right to use any of
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Contractor’s land, equipment, facilities and other property reasonably necessary for the provision of services hereunder and the billing and collection of fees for those services.
The City shall have the right to continue use of such property until other suitable arrangements can be made for the provision of such services, which may include the award of a contract to another service provider.
15.05 Right to Perform. If this Agreement is suspended and/or terminated due to a Contractor Default, City shall have the right to perform and complete, by contract or otherwise, the work herein or such part thereof as it may deem necessary and to procure labor, equipment, and materials and incur all other expenses necessary for completion of the work and services provided for herein. If such expenses exceed the amounts which would have been payable to Contractor under this Agreement (by and through rates and customer payments for services rendered by Contractor) if such services had been fully performed by Contractor, then Contractor shall pay the amount of such excess to City.
15.06 Payment for Use of Contractor’s Property. If the City invokes its rights to use Contractor’s land, equipment, facilities, and other property pursuant to Section 15.04, and such use continues after the period of time for which Contractor has already been compensated, Contractor shall be entitled to the reasonable rental value of such property, which shall be offset against the damages due the City as a result of Contractor’s Default.
Contractor agrees that it will fully cooperate with the City to affect the City’s use of such property. The City may immediately engage all or any personnel necessary for the provision of services, including, if the City so desires, employees previously employed by Contractor. Contractor further agrees, if the City so requests, to assist the City in securing the services of any or all management or office personnel employed by Contractor whose
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skills are reasonably necessary for the continuation of services. The City agrees that it assumes complete responsibility for the proper, normal use of such equipment and facilities while in its possession. Contractor agrees that the City’s exercise of its rights under this section: (i) does not constitute a taking of private property for which compensation must be paid; (ii) will not create any liability on the part of the City to Contractor other than the payment of reasonable rental value as provided for in this subsection; and (iii) does not exempt Contractor from the indemnity provisions of Article 13 which are meant to extend to circumstances arising under this Section.
15.07 Damages. Contractor shall be liable to City for all direct and consequential damages arising out of Contractor’s Default. This section is intended to be declarative of existing California law. The City may offset such damages against any sums which would otherwise be due to Contractor.
15.08 City’s Remedies Cumulative. City’s rights to suspend or terminate the Agreement under Section 15.02, to obtain specific performance under Section 15.03, to cure under Section 15.04 and to perform under Section 15.05 are not exclusive, and City’s exercise of one such right shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies that the City may have, including a legal action for damages, including incidental, consequential and/or special damages under Section 15.07.
15.09 Liquidated Damages. The parties acknowledge that consistent, courteous and efficient Collection of MSW, Recyclable Materials, Yard Trimmings and Construction and Demolition Debris is of utmost importance and City has considered and relied on Contractor’s representations as to its quality of service commitment in entering into this
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Agreement. The parties further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. The parties further recognize that if Contractor fails to achieve the performance standards, City and its residents will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, the parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.
Contractor Initial Here: ______ City Initial Here: _____ Contractor agrees to pay to City (as liquidated damages and not as a penalty) the amount set forth below, all of which shall be adjusted upward annually using the procedure and calculations set forth in Section 14.03 of the Agreement and Attachment J. Where liquidated damages apply after a specified number of Contractor’s failures to comply within a one (1) year period, the one (1) year or annual period shall mean the preceding twelve (12) months including the month in which the most recent failure occurred.
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A. Collection Reliability
1 For each failure to commence service to a new Customer account within seven calendar (7) days after order, for basic level of service including MSW, Recyclable Materials, and cocollected Food Scraps/Yard Trimmings in excess of five (5) such failures annually on or after July 1, 2025
$150.00
2 For each failure to collect a Container containing MSW, Recyclable Materials, Food Scraps/Yard Trimmings from a Single Family Dwelling Premises which has been properly set out for Collection, from an established Customer, on the scheduled Collection day, including regular and Saturday service, in excess of two-hundred fifty (250) such failures annually.
$100.00 per
Container
3 For each failure to collect MSW, Recyclable Materials, Food Scraps/Yard Trimmings which has been properly set out for Collection, from the same Customer on two (2) consecutive scheduled Collection days.
$150.00
4 For each instance of collecting MSW, Recyclable Materials, or Food Scraps/Yard Trimmings outside of Collection hours
described in Section 5.08
$150.00
5 Failure to deliver new Carts for MSW, Food Scrap/Yard Trimmings at all Single Family Dwellings by September 30, 2025
$5.00 per Residence
6 Failure to Collect properly containerized, acceptable HHW from a Residential Premises during the scheduled Collection day in excess of 5 occurrences annually
$100 per Residence
per day until
Collected
B. Collection Quality
1 For each occurrence of damage to private property
which is not corrected to the satisfaction of the City
within thirty (30) days of the damage and which
exceed five (5) such occurrences annually
$250.00
2 For each failure to properly return any empty Single Family Dwelling Cart in a location at curb or in alley to avoid pedestrian or vehicular traffic impediments or to place the Cart in an upright position, in excess of twenty (20) such occurrences annually $50.00 per
occurrence
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3 For each occurrence of discourteous behavior to a Customer: $250.00 4 For each occurrence of excessive noise as defined in Section
5.09.B.
$500.00
5 For each failure to properly tarp a Roll Off Box during transportation of the Box.
$100 per incident
6 For each failure to clean up MSW, Recyclable Materials, Food Scraps/Yard Trimmings, Stable Bedding/Manure, Wood or
other materials blown, scattered or dropped from Carts or Bins, within the prescribed timeframe in Section 5.10.A, in excess of five (5) such failures annually.
$150.00
7 For each failure to conform to the requirements of Sections
8.03.E.2, Cleaning; 8.03.E.3, Painting; 8.03.E.4, Maintenance;
8.03.G, Brake Inspections; 8.03.L, Operation; 8.04.E, Cleaning, Painting and 8.05.C, Uniforms, which exceed in any or a combination of categories in excess of five (5) such occurrences annually
$150.00
8 Failure to display Contractor’s name and Customer service telephone number on each Collection vehicle
$100 per incident
per day
9 Emptying a Cart or other Container containing Recyclable Materials, Yard Trimmings, Food Scraps, Combined Yard
Trimmings/Food Scraps or Stable Bedding/Manure into an
MSW Collection vehicle; emptying a Cart or other Container containing MSW into a Recyclable Materials, Stable
Bedding/Manure or Food Scrap/Yard Trimmings Collection
vehicle; emptying a Cart or other Container containing Yard Trimmings/Food Scraps or Stable Bedding/Manure into a
Recyclable Materials Collection vehicle; emptying a Cart or other Container containing Stable Bedding/Manure into a Collection vehicle dedicated solely to Collecting Yard Trimmings or Yard Trimmings/Food Scraps. [Note: if a non-dedicated Collection vehicle is Collecting both Yard Trimmings or Yard Trimmings/Food Scraps and also Stable Bedding/Manure, that is permissible and does not constitute a failure.] [Note: If any single pass trucks are utilized, each material must be kept separated within the body of the vehicle. Failure to keep the materials separated shall constitute a failure incident.] $1,000 per incident
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10 Disposal of Recyclable Materials, Food Scraps, Stable Bedding/Manure and/or Yard Trimmings in a Disposal Facility except as provided in this Agreement
$1,000 per incident
11 For each Ton of Yard Trimmings used as Alternative Daily Cover
$150 per ton
12 For each failure to provide the City with a minimum of 7,700 tons per year of guaranteed capacity for processing Recyclable Materials and Single Material Recyclables at the Clean MRF described in Attachment O.
$95 per ton of
processing capacity
not provided
13 For each failure to provide the City with a minimum of 6,000 tons per year of guaranteed capacity for processing Co-Collected Food Scraps and Yard Trimmings at the Facility described in Attachment P.
$95 per ton of
processing capacity
not provided
14 For each failure to provide the City with a minimum of 600 tons per year of guaranteed capacity for Processing SourceSeparated Food Scraps at the Facilities described in Attachment P.
$95 per ton of
processing capacity
not provided
15 For each failure to provide the City with a minimum of 3,900 tons per year of guaranteed capacity for processing Construction and Demolition Debris at the Facility described in Attachment Q. $95 per ton of
processing capacity
not provided
16 For each failure to provide the City with a minimum of 900 tons per year of guaranteed capacity for processing Stable
Bedding/Manure at the Facility described in Attachment BB. $50 per ton of
processing capacity
not provided
C. Responsiveness to Customer
1 For each failure to initially respond to a Customer complaint within eight (8) working hours:
$100.00
2 For each failure to conform to the litter abatement requirements of Section 5.10.
$250.00
3 Failure of Contractor to maintain an average hold time of ninety (90) seconds or less as required by Section 9.04.C.2.
$500 per month that
90-second average
hold time is
exceeded
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4 Contractor’s use of a “robo” or automated voice return call to a Customer instead of a live customer service representative making the promised return call as described in Section
9.04.C.2
$500 per incident in
excess of 5 incidents
within a 12 month
period
5 Failure or neglect to resolve a Customer complaint relating to missed Collection within the time set forth in Section 9.05. $100.00 per incident
per Customer
6 Failure to notify Customers of changes in route days as required in Attachment B, Section 1.
$500.00 per
occurrence
7 Failure to resolve customer complaint to satisfaction of City within 5 business days
$500.00 per
occurrence
8 Failure to resolve customer complaint such that the Customer calls City to resolve issue.
$100 per customer
call in excess of 5
calls per month
9 For each failure to repair or replace a missing or damaged Cart within 2 business days of request from City or Customer $50 per day
10 For each failure to remove graffiti from Carts, or to replace with Carts bearing no graffiti, within 2 business days of request from City or Customer
$50 per day
11 For each failure to deliver a Roll Off Box to a Customer within forty-eight (48) hours of Customer request.
$200 per incident,
plus $100 per day for
each business day
the Box is not
delivered
12 Failure to have Contractor drivers in uniform identifying them as employees of Contractor
$100 per incident
D. Timeliness of Submissions to City
1 Any report required to be submitted to City by Contractor pursuant to this Agreement shall be considered late until such time as a correct and complete report is received by City. Monthly, quarterly and annual reports must contain all information required in Attachment K. All other required reports must contain the information specified in this Agreement. For each business day (excluding weekends and the holidays listed in Section 5.08 of the Agreement) a report is late, the daily liquidated damage amount shall be:
1. Monthly report $100.00 per day
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2. Quarterly report $250.00 per day
3. Annual report $500.00 per day
4. All other reports $100.00 per day
2 Failure to provide records requested by City within 30 days of City request
$250 per day until
completed
3 Failure of Contractor to provide requested access to on-board GPS data or video camera footage within five (5) business days of City request. In the event of a crash/injury/fatality, failure to provide access to on-board GPS data or video camera footage to law enforcement within the timeframe
requested by police, sheriff, public safety or other law enforcement.
$100.00 per day
E. Accuracy of Billing
1 Each Customer billing for Extra Services in Attachment D that is not prepared in accordance with list of maximum rates in Attachment D:
$250.00 per
occurrence
F. Personnel
1 Each day after the July 1, 2025, City does not receive services of one (1) Recycling Coordinator (excluding Coordinator’s holiday, vacation and sick leave days) during the Term as required by Section 8.05.H.
$500.00 per
business day
3 Failure to designate qualified Contractor Representative on or before January 15, 2025 as required by Section 16.07.B.
Fifty dollars ($50)
per business day
until completed
4 Failure of Contractor Representative or City Day-to-day contact person to timely respond to City within 24 hours of a written, email, or telephone request.
Fifty dollars ($50)
per business day
until response is
received
5 Failure to have a vehicle operator properly licensed. $250 per incident per day
G. Vehicles and Equipment
1 Each day Contractor fails to have in service Clean Air Vehicles as required by Article 8.
$500.00/vehicle
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2 Failure to label Carts with labels, hot stamp, and/or decals as described in Attachment B Sections 1 and 2; and/or failure to provide SB 1383 color-coded Carts and lids as required in Attachment B, Sections 1 and 2.
Fifty dollars ($50)
per cart per
business day until
corrected
3 Failure to provide all trucks and other vehicles listed in Attachment F (including all required on-board equipment, electronics and technology listed in Agreement Section 8.03) on or before July 1, 2025, [Exception for Zero Emission Vehicle if extension of time approved by City pursuant to Section 8.03.]
One hundred dollars
($100) per vehicle
not placed in service
per business day
until completed.
One hundred
Dollars ($100) per
vehicle per business
day without the
required technology
until it is supplied.
4 Failure to install collision avoidance system on any vehicles operating in the City per Section 8.03 by July 15, 2025. $250.00 per vehicle
per day
5 Failure to distribute a kitchen pail to a Customer that has requested one and is willing to pay the replacement cost. $25 per household
H. Diversion Program Implementation, Compliance Reporting and Audits 1 Failure to distribute public education materials to all Single Family Dwellings on route within the timeframe specified in Attachment N, Section 1 after finding a twenty-five percent (25%) or higher Contamination rate for that route during waste characterization studies. If the failure continues after the initial assessment of liquidated damages, the liquidated damages are re-assessed for each additional thirty (30) day period the failure continues.
$5,000/per route
2 Failure to place hang-tag and photo-document instances of Contamination encountered during Residential on-site field audits of Carts for Contamination as described in Section 2 of Attachment N.
$250/instance of
failure to tag/photodocument
Contamination
3 Failure to perform required number of waste characterizations per contract year as described in Attachment N. [Total of eighteen (18) characterizations per year.]
$5,000 per missed
characterization
4 Failure to perform required number of on-site field Carts and Bins Contamination audits per contract year as described in Attachment N [Total of twelve (12) on-site field Carts and Bins Contamination audits per year].
$5,000 per missed
audit
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5 Failure to perform Cart Contamination audits at required number (5%) of Residences for each semi-annual audit as described in Attachment N.
$50 per household
below the 5%
requirement in any
audit
6 Failure to submit reports on characterizations and
Contamination audits within required timeframe in Attachment N.
$100/report for each
day the report is late
7 Failure to notify City of date(s) and time(s) for characterizations and Contamination audits at least 30 days prior to the
characterization or audit.
$250 per day that is
less than 30 days
Failure of Contractor to “fully implement” one or more of the required Diversion Programs at a Commercial or Business Establishment after thirty (30) day warning notification from City as required in Section 3 of Attachment B. If the failure continues after the initial assessment of liquidated damages, the liquidated damages are re-assessed for each additional thirty (30) day period the failure continues.
$700 per failure
I. Cooperation with Service Provider Transition
1 For each day routing information requested by City in accordance with Section 16.13 is not received after City established due dates, both for preparation of a request for proposals and for new service providers implementation of service.
$1,000 per day
2 For each day delivery of keys, access codes, remote controls, or other means of access to Customer carts is delayed beyond 1 day prior to new service provider servicing Customers requiring special access, as described in Section 16.13. $1,000 per day
3 For delay in not meeting the requirements contained in Section
16.13 in a timely manner, in addition to the daily liquidated damages in Subpart I (“Cooperation with Service Provider Transition”), numbers 1 and 2.
$25,000
J. Public Education and Outreach
1 For each failure to provide the residential outreach materials required in Section 5 of Attachment B during the initial sixmonth start-up of Agreement. $2 for each subject
matter brochure per
household/unit that
did not receive the
outreach material(s)
2 Failure to produce the commercial educational video as described in Section 5 of Attachment B by July 1, 2025. $9,000
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3 Failure to produce the residential educational video as described in Section 5 of Attachment B by March 31, 2026. $7,000
4 Failure to produce the social media content for distribution via the City social media channels as described in, and by the dates contained in, Section 5 of Attachment B
$2,000 for each
failure to produce
the content by the
date(s) specified in
Section 5,
Attachment B
5 For each failure to provide the annual residential outreach materials as described in Section 5 of Attachment B by the dates contained in Section 5 of Attachment B
$2 for each subject
matter brochure per
household/unit that
did not receive the
outreach material(s)
6 For each failure to provide the annual commercial outreach materials as described in Section 5 of Attachment B by the dates contained in Section 5 of Attachment B
$2 for each subject
matter brochure per
business that did not
receive the outreach
material(s)
7 For each failure to provide the commercial outreach materials required in Section 5 of Attachment B during the initial sixmonth start-up of Agreement. $2 for each subject
matter brochure per
business that did not
receive the outreach
material(s)
City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees, agents or representatives; through photodocumentation, audio recordings and other records created by Contractor; and/or through information, audio recordings, and photo-documentation provided by Residents, other Persons and/or Customers or through City’s investigation of Customer complaints, or any other evidence made available to City.
Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/nonPage 515 of 1232 -184-
performance. Contractor may review (and make copies at its own expense) all nonconfidential information in the possession of the City relating to incident(s)/nonperformance. Contractor may, within ten (10) days after receiving the notice, request a meeting with the City Manager or his or her designee. Contractor may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. The City Manager or his or her designee will provide Contractor with a written explanation of his or her determination on each incident(s)/nonperformance prior to authorizing the assessment of liquidated damages. The decision of the City Manager or his or her designee shall be final.
15.09.1 Amount. The City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor is determined to be liable in accordance with this Agreement.
15.09.2 Payment. Contractor shall pay any liquidated damages assessed by City within ten (10) days after they are assessed.
City’s right to recover liquidated damages for Contractor’s failure to meet the service performance standards shall not preclude City from obtaining equitable relief for persistent failures to meet such standards nor from terminating the Agreement for such persistent failures.
15.10 No Actions for Damages Against City. Contractor acknowledges that City’s approval of this Agreement is a legislative act. No action for damages shall exist in any situation in which Contractor asserts City has failed to comply with any of its obligations
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hereunder, and Contractor’s sole remedy in any such situation shall be to bring a writ of mandate to seek to compel City to comply with its obligations under this Agreement.
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ARTICLE 16: OTHER AGREEMENTS OF THE PARTIES
16.01 Compliance with Law; Non-Discrimination. In providing the services required under this Agreement, Contractor shall at all times comply with all applicable laws of the United States, the State of California and City, with all applicable rules and regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued or amended during the Term and with all permits affecting the services to be provided. Contractor shall not discriminate nor permit discrimination against any Person in a manner prohibited by federal or state law.
16.02 Assignment. Contractor acknowledges that this Agreement involves rendering a vital service to the City’s residents and businesses, and that the City has selected Contractor to perform the services specified herein based on: (i) Contractor’s experience, skill and reputation for conducting their operations in a safe, effective and responsible fashion, and (ii) Contractor’s financial resources to maintain the required equipment and services and to support its indemnity obligations to the City under this Agreement. The City has relied on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Agreement.
16.02.A City Consent Required. Contractor shall not assign its rights or delegate or otherwise transfer its obligations under this Agreement to any other Person (including an Affiliate) without the prior written consent of City, which shall be rendered by City at its
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sole discretion. Any such assignment made without the consent of City shall be void and the attempted assignment shall constitute a Contractor Default.
16.02.B Assignment Defined. For the purpose of this Section, “assignment” shall include, but not be limited to: (i) a sale, exchange or other transfer to a third party of substantially all of Contractor’s assets dedicated to service under this Agreement; (ii) a sale, exchange or other transfer of outstanding common stock of Contractor, to a third party which results in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of ownership or control of Contractor; (iv) any assignment by operation of law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor.
16.02.C Consent Requirements. If Contractor requests City’s consideration of and consent to an assignment, City may deny or approve such request in its complete discretion. No request by Contractor for consent to an assignment need be considered by City unless and until Contractor has met the following requirements:
16.02.C.1 Contractor shall undertake to pay City its reasonable expenses for consultants, attorneys’ fees and investigation costs necessary to investigate the suitability
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of any proposed assignee, and to review and finalize any documentation or contracts required as a condition for approving any such assignment;
16.02.C.2 Contractor shall furnish City with audited financial statements of all of the proposed assignee’s operations for the immediately preceding three (3) operating years;
16.02.C.3 Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of solid waste/recycling collection and management experience on a scale equal to or exceeding the scale of operations conducted by Contractor; (ii) that in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, state or local agency having jurisdiction over its operations due to an alleged failure to comply with federal, state or local laws or that the proposed assignee has provided City with a complete list of such proceedings and their status; (iii) that the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound solid waste and recycling management practices in full compliance with all federal, state and local laws regulating the Collection and Disposal of MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Stable Bedding/Manure, Wood and Construction and Demolition Debris and all Environmental Laws; and (iv) of any other information required by City to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.
16.03 Subcontracting. Contractor shall not engage any subcontractors or independent contractors to perform any of the services required of it by this Agreement without the
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prior written consent of City. Contractor shall notify the City no later than ninety (90) days prior to the date on which it proposes to enter into a subcontract. City may approve or deny any such request in its sole discretion.
Contractor may, in cases of emergency, engage subcontractors for up to seven (7) consecutive calendar days. Contractor shall give prompt notice to City of any such emergency subcontracting and any such engagement must be approved by City in writing if it is to extend beyond seven (7) calendar days, or if Contractor wishes to renew it after an interval of less than thirty (30) calendar days.
16.04 No Affiliated Entity. Contractor will not form or use any Affiliated Entity to perform any of the services or activities which Contractor is required or allowed to perform under this Agreement, other than as a subcontractor approved by City under Section 16.03.
16.05 Contractor’s Investigation; No Warranties by City. Contractor has made an independent investigation, satisfactory to it, of the conditions and circumstances surrounding the Agreement and the work to be performed by it, and the Recycling, Source Reduction and other Diversion programs now in effect in the City.
Contractor has carefully reviewed the information in the Request for Proposals and Addenda, if any, and the Source Reduction and Recycling Element adopted by the City under the Act.
While City believes that the information contained in the Request for Proposals and any Addenda is substantially correct, City makes no warranties in connection with this Agreement, including but not limited to the accuracy or completeness of the information contained in the Request for Proposals and Addenda Nos. 1 through 10. The
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City also expressly disclaims any warranties, either express or implied, as to the merchantability or fitness for any particular purpose of Recyclable Materials, Yard Trimmings, Wood, Food Scraps, Stable Bedding/Manure, Wood, Construction and Demolition Debris and all other materials to be Collected pursuant to this Agreement.
16.06 Notice. All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall, except as provided in Section 15.02, be in writing and shall either be personally delivered to a representative of the parties at the address below or be deposited in the United States mail, first class postage prepaid (certified mail, return receipt requested), addressed as follows:
If to City: City Manager
City of Laguna Hills
24035 El Toro Road
Laguna Hills, California 92623
with a copy to the City Attorney at the same address
If to Contractor: Chrystal Denning, Vice President
CR&R Incorporated
11292 Western Avenue
Stanton, California 90680
A notice given in accordance with this Section may change the address to which communications may be delivered from time to time.
16.07 Representatives of the Parties.
16.07. A Representatives of City. References in this Agreement to “City” shall mean the Laguna Hills City Council and all actions to be taken by City shall be taken by
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the City Council except as provided herein. The City Council may delegate, in writing, authority to the City Manager, and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers.
Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. City hereby delegates administration of the Agreement to the City Manager, who may delegate in writing specified authority to subordinate officers and staff of City. City may change such delegation of administration of the Agreement at any time and in such event shall notify Contractor in writing of the change.
16.07.B Representative of Contractor. Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the representative of Contractor (“Contractor Representative”) in all matters related to the Agreement and shall inform City in writing of such designation and of any limitations upon his or her authority to bind Contractor. City may rely upon action taken by such designated representative as actions of Contractor unless they are outside the scope of the authority delegated to him/her by Contractor as communicated to City.
16.08 Right to Inspect Contractor Operations. City (and/or City’s agents) shall have the right, but not the obligation, to observe and inspect all of the Contractor’s operations under this Agreement. In addition, upon reasonable notice and without interference with Contractor’s operations, City may review and copy any of Contractor’s operational and business records related to this Agreement. If City so requests, Contractor shall make
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specified personnel available to accompany City employees (and/or City’s agents) on inspections and shall provide electronic copies of records stored in electronic media.
16.09 Maintenance and Review of Records, Submission of Reports. Contractor shall compile, on a daily basis, accurate records of its operations in sufficient detail to allow for accurate determinations of all matters that require periodic determination under this Agreement. City (and/or City’s agents) shall have the right during regular business hours to review and make copies of (at City’s expense) any documents relevant to this Agreement, including, but not limited to, Contractor’s billing and collection records, tonnage reports, diversion records, weight tickets, route lists, maps and records maintained in electronic, magnetic and other media.
Contractor shall prepare and submit complete, accurate and timely reports on forms provided or approved by City as described in Attachment K.
16.10 Right to Demand Assurances of Performance. If Contractor: (i) persistently suffers the imposition of liquidated damages under Section 15.09; (ii) is the subject of any labor unrest including work stoppage or slowdown, sickout, picketing or other concerted job action; (iii) appears in the reasonable judgment of City to be unable to regularly pay its bills as they become due; or (iv) is the subject of a civil or criminal proceeding brought by a federal, state, regional or local agency for violation of an Environmental Law, City may, at its option and in addition to all other remedies it may have, demand from
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Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as the City may require.
16.11 Contractor Designated As City’s Authorized Recycling Agent. Pursuant to Public Resources Code Section 40105 and California Code of Regulations Title 14, Division 2, Chapter 5, Subchapter 8, City designates Contractor as City’s “Authorized Recycling Agent” for purposes of receiving payments for Contractor-Collected Recyclable Materials including but not limited to California Redemption Value payments.
16.12 Force Majeure. Contractor shall not be in default of its obligations under this Agreement in the event, and for so long as, it is impossible or extremely impracticable for it to perform its obligations due to an “act of God” (including, but not limited to, flood, earthquake or other catastrophic events), war, insurrection, riot, or other similar cause not the fault of, and beyond the reasonable control of, the party claiming excuse (each, a “Force Majeure event”). The following are not force majeure events: epidemics, pandemics, labor unrest, picketing, strikes, work stoppage or slowdown, sickouts or other concerted job actions. A party claiming excuse under this Section must (1) have taken reasonable precautions, if possible, to avoid being affected by the cause, and (2) notify the other party in writing within five (5) calendar days after the occurrence of the event specifying the nature of the event, the expected length of time that the party expects to be prevented from performing, and the steps which the party intends to take to restore its
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ability to perform. The party claiming excuse under this Section shall use its best efforts to remedy its inability to perform as quickly as possible.
16.12.A Force Majeure. Contractor shall not be excused from the performance of its obligations under this Agreement except where Contractor’s failure to perform is due to a Force Majeure event, as defined in this Agreement.
16.12.B Obligation to Restore Ability to Perform. Any suspension of performance by Contractor pursuant to this Section shall be only to the extent, and for a period of no longer duration than, required by the nature of the event. In the event Contractor claims excuse from any of Contractor’s obligations in this Agreement, Contractor shall use its best efforts in an expeditious manner to remedy its inability to perform and mitigate damages that may occur as result of the event.
16.12.C Notice. Contractor shall deliver to City a written notice of intent to claim excuse from performance under this Agreement by reason of a Force Majeure event.
Notice required by this Section shall be given promptly in light of the circumstances, but in any event not later than five (5) calendar days after the occurrence of the Force Majeure event. Such notice shall describe in detail the claimed Force Majeure event, the services impacted by the claimed Force Majeure event, the expected length of time that Contractor expects to be prevented from performing, the steps which Contractor intends to take to restore its ability to perform, and such other information as the City reasonably requests.
16.12.D City's Rights in the Event of Force Majeure. The partial or complete interruption or discontinuance of Contractor’s services caused by a Force Majeure event shall not constitute an event of default under this Agreement. Notwithstanding the
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foregoing: (i) the City shall have the right to make use of Contractor’s facilities and equipment in accordance with Sections 15.04 and 15.06 of this Agreement in the event Contractor is unable to collect and dispose of MSW as required herein and such nonperformance is excused by a Force Majeure event; (ii) if Contractor’s excuse from performance for reason of Force Majeure continues for a period of thirty (30) calendar days or more, the City shall have the right, in its sole discretion, to immediately terminate this Agreement; and (iii) if Contractor’s inability to collect and dispose of MSW continues for fourteen (14) days or more from the date by which Contractor gave or should have given notice under Section 16.12.C above, the City may terminate this Agreement.
16.13 Cooperation During Transition. At the expiration or earlier termination of the Term, Contractor shall cooperate fully with the City to ensure an orderly transition to any and all new service providers. In addition, during the last twelve (12) months of the Term, Contractor shall allow prospective operators to observe its operations and shall make available to City all records and reports required to be submitted by this Agreement for use in the transition including, but to limited to, complete route lists and maps, customer account lists including customer name, address, type and frequency of service, billing information, and number, type and location of all Containers deployed by Contractor within City.
16.14 No Damages for Invalidation of Agreement. If a final judgment of a court of competent jurisdiction determines that this Agreement, or any portion thereof, is illegal or
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was unlawfully entered into by the City, neither party shall have any claim against the other for damages of any kind (including but not limited to loss of profits) on any theory.
16.15 Diversion Programs Not Restricted. Nothing in this Agreement shall restrict City’s participation or non-participation, or the nature or extent of its participation in, any Recycling and Diversion program(s), developed or operated by City, other agencies, or by one or more residents, businesses, commercial, industrial or retail operators, or other Persons, within City or other jurisdictions.
16.16 Reports as Public Records. The reports, records and other information submitted (or required to be submitted) by Contractor to City are public records within the meaning of that term in the California Public Records Act, Government Code Section 6250 et seq.
Unless a particular record is exempted from disclosure by the California Public Records Act, it must be disclosed to the public by the City upon request.
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ARTICLE 17: MISCELLANEOUS PROVISIONS
17.01 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.
17.02 Jurisdiction. Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is made in and will be performed in Orange County and the exclusive venue is the Superior Court located in Orange County.
17.03 Binding on Successors. The provisions of this Agreement shall inure to the benefit of, and be binding on, the successors and permitted assigns of the parties.
17.04 Parties in Interest. Nothing in this Agreement is intended to confer any rights on any Persons other than the parties to it and their permitted successors and assigns.
17.05 Waiver. The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision.
The subsequent acceptance by either party of any monies that become due hereunder
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shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement.
17.06 Attachments. Each of the attachments, identified as Attachments “A” through “OO” is attached hereto and incorporated herein and made a part hereof by this reference.
17.07 Entire Agreement, Integration. This Agreement, including the Attachments, represents the full and entire agreement between the parties with respect to the matters covered herein and supersedes all prior negotiations and agreements, either written or oral.
17.08 Section Headings. The article headings and section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions.
17.09 Interpretation. This Agreement shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting.
17.10 Amendment. This Agreement may not be modified or amended in any respect except by a writing signed by the parties.
17.11 Severability. If a court of competent jurisdiction holds any non-material provision of this Agreement to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement which
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shall be enforced as if such invalid or unenforceable provision had not been contained herein.
17.12 Costs and Attorneys’ Fees. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs expended in connection with such an action from the other party.
17.13 References to Laws. All references in this Agreement to laws, rules, and regulations shall be understood to include such laws, rules, and regulations as they may be subsequently amended or re-codified, unless otherwise specifically provided. In addition, references to specific governmental agencies shall be understood to include agencies that succeed to or assume the functions they are currently performing.
17.14 City’s Municipal Code. Contractor is aware of the provisions of City’s Municipal Code relating to the Collection and Disposal of solid waste, specifically Title 5, Chapter 5-32 of the Laguna Hills Municipal Code, including the right of City to amend those provisions. Contractor shall comply with all provisions of Title 5, Chapter 5-32 as they may be amended.
City may, in its sole discretion, determine whether and in what circumstances enforcement of provisions of the City’s Municipal Code relating to the obligation of owners and occupants of Premises to use the services of Contractor is in the public interest. City undertakes no obligation, by virtue of this Agreement, to Contractor to enforce such provisions through civil actions, or termination of other utility services provided by City.
17.15 Non-Discrimination. Contractor shall not discriminate, nor permit any Cityapproved subcontractor to discriminate, in the provision of services or the employment of
List of Contract Attachments
A Definitions
B Detailed Scope of Work for Collection And Diversion Operations C Implementation Plan
D1, D3 D-1 Proposed Rates to be Charged Assuming Cross-jurisdictional Efficiencies between Lake Forest and Laguna Hills
D-3 Proposed Rates to be Charged Assuming No Cross-jurisdictional Efficiencies – City of Laguna Hills Rates
E1-2 E-1 Cart Specifications
E-2 Numbers and Types of New Containers to be Furnished by Contractor and Cart Specifications
F1-4 F-1 New Collection Vehicles to be Furnished by Contractor F-2 Plan to Provide Light-Weight Collection Vehicle by Contractor F-3 Zero Emission Vehicles to be Furnished by Contractor F-4 Plans to Incorporate On-Board Technology to be Provided by Contractor on Collection Vehicles to Increase Safety and Efficiency and for Contamination Monitoring
G Contractor-Furnished Personnel and Names of Key Personnel H Contractor’s Plan for Bulky Collection Day
I Landfill Contract With County of Orange
J Annual Adjustment of Maximum Rates Contractor May Charge K Reports to be Submitted to City
L Performance Bond
M Bond Continuation Certificate
N Processing Facility Characterizations & On-Site Field Container Contamination Audit Protocols
O Clean Materials Recovery Facility(ies)
P Compost Processing Facilities
Q Construction & Demolition Debris Processing Facility(ies) R Ball Aluminum Cups for Special Events
S Olyns Cube Reverse Vending Machine
T List of City-Sponsored Events
U HHW and Sharps Collection Program Details
V Bin Sensors to be Provided by Contractor
W Annual Adjustment for Change in City Regulatory Compliance Costs, Procurement Compliance Costs and Pavement Impact Costs
X Efficiencies Gained from Cross-Jurisdictional Collection Routes Y Contractor’s Complete Proposal To City
Z Guaranty
AA Minimum Required Duties of Recycling Coordinators
BB Stable Bedding and Manure Processing Facility
CC Allocation Methodology for Multi-Jurisdictional Residential Routes and Cross-Sector Cart Collection
DD Use of On-board Scales to Accurately Report Tonnage Collected on Commercial and Multi-family Cross-jurisdictional Routes
EE List of City Facilities
FF Not Used
GG Kitchen Food Scrap Container
HH Internal Commercial Food Scrap Container
JJ Landscaper Self-Certification Diversion Form
KK Plan to Comply with California Air Resources Board Advanced Clean Fleets Program During Term of the Agreement
LL Laguna Hills Bus Shelter Locations List
MM Not Used
NN Projected Growth in City
OO Contractor’s Telephone and Customer Service System
ATTACHMENT A
Definitions
Attachment A Page 1 of 15
Act: “Act” means the California Integrated Waste Management Act of 1989 (Public Resources Code Section 40000, et seq.) as amended and as implemented by regulations of CalRecycle or its successor.
Affiliate: “Affiliate” means any Person who or which is related to the Contractor by virtue of a direct or indirect ownership interest or common management. Affiliates include (1) a Person in which the Contractor has a direct or indirect ownership interest, (2) a Person which has a direct or indirect ownership interest in Contractor, and (3) a Person which is owned or controlled by any person which has a direct or indirect ownership interest in Contractor.
For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of the Internal Revenue Code, in effect as of the Effective Date, shall apply except that “ten percent (10%)” shall be substituted for “fifty percent (50%)” in Section 318(a)(2)(C) and Section 318(a)(3)(C).
Agreement: “Agreement” means this Agreement between the City and Contractor dated as of ________, 2024, including all attachments, and any amendments hereto.
Alternative Daily Cover or “ADC”: “Alternative Daily Cover” or “ADC” means cover material other than earthen material placed on the surface of the active face of a Municipal Solid Waste landfill at the end of each operating day to control vectors, fires, odors, blowing litter and scavenging. Federal regulations require landfill operators to use six (6) inches of earth material as daily cover unless other materials are allowed as alternatives. CalRecycle has approved eleven (11) ADC material types. Generally, these materials must be processed so that they do not allow gaps in the exposed landfill face. As of January 1, 2020, Yard Trimmings cannot be used as ADC and are counted as Disposed tons for purposes of the Act. [See Section 7.09 for the prohibition on use of materials collected in City, as well as products, byproducts and residue from processing Collected materials, as ADC.]
Applicable Laws: “Applicable Laws” means all federal, state, county and local laws, regulations, rules, orders, judgments, decrees, permits, approvals or other requirements of any governmental agency having jurisdiction over an aspect of this Agreement that are in force on the Effective Date, and as may be enacted, issued, or amended thereafter, including, without limitation, City’s Municipal Code and the Act, and all subsequent amendments or enactments to the Act, AB 939, SB 1374, AB 1594, AB 311, AB 1826, and SB 1383, and all applicable regulations enacted by CalRecycle.
Applicable Maximum Rates: “Applicable Maximum Rates” means the maximum rates in Attachment D that Contractor is authorized to impose on customers during the term of the Agreement, as described in Article 14, as such rates may be adjusted over time pursuant to Attachments J and W, or modified under Sections 5.12 and Section 14.09 of the Agreement.
Authorized Customer Representative: “Authorized Customer Representative” means the Person (including but not limited to, the owner or on-site manager) who has decision-making authority to subscribe to Collection services provided by Contractor and to approve payment of the bills for MSW, Recyclable Materials, Food Scrap/Yard Trimmings and all other Collection services provided by Contractor. The Authorized Customer Representative may be the Resident themselves, or for an HOA or gated community the Authorized Customer Representative may be
ATTACHMENT A
Definitions
Attachment A Page 2 of 15
the property management company, property manager or other designee hired or appointed by the board of the HOA or the community. In cases where a Customer has retained the services of a waste broker or waste arranger, the Authorized Customer Representative is the Person who has been given the decision-making authority by the Customer for the subject Residential Premises within the City.
Backyard/Sideyard Collection: “Backyard/Sideyard Collection” or “Backyard Collection” or “Sideyard Collection” means Collection of MSW, Recyclable Materials and/or Food Scraps/Yard Trimmings at a Single Family Dwelling Premises from the side yard, backyard, behind a gate and/or in a storage “closet” or other location requiring the driver to exit the Collection vehicle to retrieve the Carts, roll the Carts to the Collection vehicle, empty the Carts and return the Carts to their original location. Backyard/Sideyard Collection is provided at no additional charge to Disabled Persons and for an additional charge to other Single Family Dwelling Residents.
Bin Sensors: “Bin Sensors” means electronic and/or other wireless devices that have the capability of monitoring and alerting the business, the Contractor and/or the City regarding the fullness of the Bin, whether or not the Bin has been emptied (tipped), and visualizing the contents of the bin. Some bin sensors may have the capability to provide photographs of materials in the Bin. As the technology for Bin Sensors develops, Bin Sensors may also become capable of detecting Contamination (as defined herein) in Bins.
Biomass Conversion Facility: “Biomass Conversion Facility” or “Biomass Facility” means a facility which uses controlled combustion of the following materials (when separated from MSW) to produce electricity or heat: (1) agricultural crop residue; (2) bark, lawn, yard and garden clippings; (3) leaves, silviculture residue, tree and brush prunings; (4) wood, wood chips and Wood waste; or (5) non-recyclable pulp or non-recyclable paper. [See Section 7.09 for the prohibition on use of Biomass Facilities for materials Collected in City.] Bulky Items: “Bulky Items” means furniture, mattresses, couches and loveseats (including sleeper sofas), chairs and other small pieces of furniture, water heaters, refrigerators, ranges, washers, dryers, dishwashers, and other similar items (often referred to as “white goods”), and other large, bulky or heavy objects not normally discarded on a regular basis at Residences including Single Family Dwellings, Multi-Family Dwellings and Commercial and Business Establishments. Bulky Items does not include the following: automobile bodies, Construction and Demolition Debris, tires, oil, antifreeze and other hazardous substances, Household Hazardous Waste, Electronic Waste, Universal Waste, fluorescent bulbs, household batteries, MSW, Recyclable Materials, Food Scraps, Yard Trimmings. [See also the definition of “Household Hazardous Waste” for materials Collected by Contractor as part of the Household Hazardous Waste Door-to-Door Collection program].
CalRecycle: “CalRecycle” means the California Department of Resources Recycling and Recovery, the successor agency to the former California Integrated Waste Management Board.
Cart: “Cart” means a Container with a hinged lid and wheels serviced by an automated or semiautomated truck with a capacity of 32-35 gallons, 60-67 gallons, or 90-100 gallons.
ATTACHMENT A
Definitions
Attachment A Page 3 of 15
City: “City” means the City of Laguna Hills, a municipal corporation, and all of the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified during the Term.
City Day-to-Day Contact Person: “City Day-to-Day Contact Person: is the person designated by Contractor to be the City staff’s main contact for operational issues, billing questions and disputes, Customer complaints that are not being resolved, and all other Customer and operational problems or questions that arise on a daily basis.
Clean Air Vehicle: “Clean Air Vehicle” means a vehicle whose engine design uses a fuel that is in full compliance with all federal, state and local air quality laws, rules and regulations including but not limited to the California Air Resources Board’s Advanced Clean Fleet regulations and the South Coast Air Quality Management District’s rules and regulations including, but not limited to, Rule 1193. Clean Air Vehicles include, but are not limited to, vehicles powered by electricity, clean natural gas, liquefied natural gas, and hydrogen.
Clean Materials Recovery Facility (Clean MRF): “Clean Materials Recovery Facility” or “Clean MRF” means a materials recovery facility, or that portion of thereof that processes Recyclable Materials such as Single-Material Recyclables and Single Stream Recyclable Materials, containing no more than the maximum residue allowed by CalRecycle permit regulations (currently, 10% residue).
Collection: “Collection” or “Collect” means the taking of physical possession of MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris or other materials from Customers, and their transport to a Processing Facility, transfer station or landfill.
Commercial and Business Establishments or Commercial: “Commercial and Business Establishments” or “Commercial” means any premises occupied by stores, offices, office buildings, federal, state and local government offices (excluding schools), warehouses, factories, hotels, motels, restaurants and other Commercial facilities providing goods or services and all other premises used for other purposes than dwelling houses. For purposes of the implementation of programs described in Attachment B, all Tonnage tracking and reporting described in Article 11, and the Incentives described in Article 10, “Commercial Tons” shall include only Tons Collected from Commercial and Business Establishments and shall not include any Tons Collected from Multi-Family Carts or Bins. [See Article 11.] Community Association: “Community Association” means a Homeowner’s Association, an association that governs a gated community, or any other organized elected or appointed governing entity for a group of residences located in City.
Community Composting Site: “Community Composting Site” means any activity that Composts Yard Trimmings, Food Scraps, and agricultural material alone or in combination, and the total amount of feedstock and Compost on-site at any time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in CCR 17855(a)(4).
Compactor: “Compactor” means an enclosed rectangular or square metal container containing a ramrod to condense and compress the contents, and is typically used to store MSW, Yard Trimmings, Recyclable Materials, Food Scraps, Organics or other materials. Compactors may be
ATTACHMENT A
Definitions
Attachment A Page 4 of 15
small (3 cubic yards and 4 cubic yards) for use on Commercial Premises, or large (10 cubic yards, 20 cubic yards, 30 cubic yards and 40 cubic yards) for use at large Commercial businesses, construction sites, hotels, supermarkets and other large retail stores. A special vehicle equipped with hooks and a winch to pull the Compactor on to the railed bed of the vehicle transports compactors.
Compost: “Compost” is the product resulting from the controlled biological decomposition of organic material that are source-separated from the MSW stream and that has been sanitized through the generation of heat and processed to further reduce pathogens’ (PFRP), as defined by the U.S. EPA (Code of Federal Regulations Title 40, Part 503, Appendix B, Section B), and stabilized to the point that it is beneficial to plant growth. Compost bears little physical resemblance to the raw material from which it originated. Compost is an organic matter source that has the unique ability to improve the chemical, physical, and biological characteristics of soils or growing media. It contains plant nutrients but is typically not characterized as a fertilizer.
Compost Appliance: “Compost Appliance” means an enclosed on-site device that utilizes aerobic microbial digestion of food scraps to produce compost or other soil amendment(s).
Compost Appliances may be utilized by residents, restaurants, hospitals, cafeterias and any other generators of Food Scraps.
Compost Facility: “Compost Facility” means a facility that processes one or more of the following that have been source-separated from MSW: Food Scraps, Yard Trimmings, Wood, and FoodSoiled Paper such as paper napkins and paper towels by means of outdoor windrow composting, aerated static pile composting, covered composting, vermiculture, or other outdoor composting methods or covered composting with use of either finished Compost or fabric, synthetic or other type(s) of cover(s) applied to the compost piles. Compost Facility also includes in-vessel Composting that is not anerobic digestion.
Compost Hub: “Compost Hub” means a location hosting small scale Composting in bins, piles, windrows, vermiculture, or by other means where residential Food Scraps are Composted and the finished Compost is used for on-site community gardens, other local uses in parks, landscaping, etc. and/or taken by residents to home garden and landscaping projects. Compost Hubs are often located in gardens, common areas of residential developments, parks, schools, places of worship or workplaces. Compost Hubs generally offer training in composting, reduction of food waste, soil enrichment, and related topics. Some Compost Hubs offer tool lending libraries and seed banks.
Compost Products: “Compost Products” means mulch, gravel, soil amendments, special Compost blends (such as for specific agricultural uses or crops) and all other products created or produced from Food Scraps, Wood, and/or Yard Trimmings Collected from within City.
Construction and Demolition (C&D) Debris: “Construction and Demolition Debris” or “C&D Debris” means all inert material of every nature, description or kind, which has resulted from the building or demolition of a structure, pavements, sidewalks, curbs, gutters, and other concrete structures, including all lumber scraps, shingles, plaster, sheetrock, packaging, rubble, brick, stone, concrete, asphalt, dirt, rock and other building materials.
ATTACHMENT A
Definitions
Attachment A Page 5 of 15
Construction and Demolition (C&D) Debris Processing Facility: “Construction and Demolition (C&D) Processing Facility” means a facility that accepts C&D Debris for separation.
Materials separated may be further processed to prepare them for sale or re-use (e.g. removing nails from wood, grinding of concrete and asphalt). The facility then markets the materials for reuse.
Container or Containers: “Container” or “Containers” means any object designed and used to hold MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Wood or Construction and Demolition Debris to be Collected by the Contractor. Containers include Carts, Bins, open-top Roll Off Boxes, and Compactors.
Containerized: “Containerized” means MSW, Recyclable Materials, Food Scraps/Yard Trimmings or Stable Bedding/Manure placed in a Cart or a Bin with the lid in a fully closed position.
Containerized also includes MSW, Recyclable Materials, Food Scraps/Yard Trimmings and Stable Bedding/Manure placed in a Roll Off Box.
Contamination or “Contaminant”: “Contamination” or “Contaminant” means materials which are not specified for Collection in particular Carts, Bins or Roll Off Boxes or for processing at any Processing Facility and which would either interfere with such processing or reduce the quality and value of the Recovered Materials. For example, metals and plastics constitute “Contamination” if placed in a green-lidded Cart designated to contain only Food Scraps and Yard Trimmings. Tree trimmings constitute “Contamination” if placed in a blue-lidded Recyclable Materials Cart. Contamination of MSW means the presence of Divertible Materials in the MSW Cart such as Recyclable Materials, Food Scraps, and/or Yard Trimmings.
Contractor: “Contractor” means CR&R Incorporated.
County: “County” means the County of Orange.
Customer: “Customer” means the owner, occupant, tenant or user of Premises at which MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Bulky Items, Electronic Waste, Universal Waste and/or Household Hazardous Waste is generated and collected by Contractor. The Customer is the Person Generating such materials. The Customer may be a separate Person from the Authorized Customer Representative, who may arrange for and/or pay for, Collection service provided by Contractor.
Dirty MRF or Dirty Materials Recovery Facility: “Dirty MRF” or “Dirty Materials Recovery Facility” means a facility or that certain portion of a facility that processes MSW to separate Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris and other Divertible Materials for sale to end users.
Divertible or Divertible Materials: “Divertible” or “Divertible Materials” means Recyclable Materials, Food Scraps, Yard Trimmings, Stable Bedding/Manure, Wood, Construction and Demolition Debris, Food Soiled Paper (if directed by City), Electronic Waste, Universal Waste, and all other materials that can be diverted from Disposal. Divertible Materials includes, but is not limited to, all materials required to be Diverted from Disposal by City, CalRecycle or any state or federal agency.
ATTACHMENT A
Definitions
Attachment A Page 6 of 15
Disabled Persons: “Disabled Persons” means Customers that have been issued a handicapped placard from the California Department of Motor Vehicles, received written documentation from a medical doctor, or otherwise obtained approval to receive special Disabled Person services pursuant to this Agreement.
Disposal: “Disposal” or “Disposed” means the burying of MSW at a fully permitted landfill.
Disposal Charge: “Disposal Charge” means the cost, charge or tip fee at a Disposal Site that is paid by Contractor.
Disposal Site: “Disposal Site” means the City-designated landfill(s), or other facility(ies) used for the Disposal of MSW. “Disposal Site” also includes the City-designated transfer station(s) used to transfer MSW delivered in Collection vehicles into larger trucks and trailers which transport the MSW to the City-designated landfill(s).
Diversion: “Diversion” or “to Divert” means any combination of Recycling, sorting, Composting, and/or other Processing activities conducted at a Clean MRF, a Compost Facility, a Construction and Demolition Debris Processing Facility or another City-approved Processing Facility in order to prepare, use and/or market the materials for reuse, remanufacture, reconstitution or to otherwise return the materials to the economic marketplace and to prevent the materials from being Disposed in a landfill.
Diversion Programs: “Diversion Programs” means Collection of Recyclable Materials, Yard Trimmings, Food Scraps, Wood, Construction and Demolition Debris, and processing of said materials at a Clean MRF, a Compost Facility, a Construction and Demolition Debris Processing Facility or other Processing Facility. Diversion Programs include all programs operated by the Contractor, the City, Residents, Businesses, Customers or other Persons that have the effect of diverting MSW from landfill. Diversion Programs includes all of the programs included in the City’s Source Reduction and Recycling Element and all of the programs included in Attachment B.
Edible Food For Human Consumption: “Edible Food For Human Consumption” or “Edible Food” means food that has been prepared but not served, and includes but is not limited to:
appetizers, soups, salads, entrees, desserts, raw fruits and vegetables that may or may not have been sliced, grated, cooked, baked, or otherwise prepared for consumption but not served, packaged sandwiches, salads, fruits and fruit salad, and other non-served food that meets state and local requirements as being edible for human consumption.
Effective Date: “Effective Date” means the date identified in Section 3.01.
Electronic Waste (E-waste): For purposes of this Agreement, “Electronic Waste” or “E-Waste” includes discarded video display devices such as televisions, television screens, computer monitors, plasma television screen, computer-related items, printers, copiers, stereos, speakers, scanners, cables, computer CPU’s, LED screens and monitors, computer keyboards, computer mouse, printers, multi-function desktop machines (such as a combination printer/fax/copier), LED bulbs, VCR’s, DVD/CD/tape players, cellular telephones, microwave ovens, toasters, irons, and all other corded appliances and corded devices that are not defined in this Attachment A as “Universal Waste” and that are banned from Disposal in a landfill. (The parties acknowledge and
ATTACHMENT A
Definitions
Attachment A Page 7 of 15
agree that this definition is used in the Agreement for the convenience of the parties and may differ from that in current state law and regulations.) Environmental Laws: “Environmental Laws” means all federal and state statutes, county and city ordinances concerning public health, safety and the environment including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Section 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Clean Water Act, 33 U.S.C. Section 1251 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the California Integrated Waste Management Act, California Public Resources Code Section 40000 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code Section 25100 et seq.; the California Toxic Substances Account Act, California Health and Safety Code Section 25300 et seq.; the Porter-Cologne Water Quality Control Act, California Water Code Section 13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code Section 25249.5 et seq.; the California Clean Air Act, Health and Safety Code Sections 39000 et seq.; the California Hazardous Materials Response Plan and Inventory Act, Health and Safety Code Sections 25500 et seq., as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder.
Extra Carts: “Extra Carts” means Carts requested by a Single Family Dwelling Customer that exceed the number of Carts provided to Residential Customers in the basic residential service.
The basic residential service includes one (1) MSW Cart, one (1) or two (2) Recyclable Materials Cart(s) and one (1) Cart for Food Scraps/Yard Trimmings. Customers may request additional Carts and are billed directly by Contractor for all such Extra Carts.
Extra Services: “Extra Services” means services provided to Single Family Dwelling Customers over and above the standard or basic level of service as described in Sections 1 and 2 of Attachment B and provided at the rates listed in Attachment D. Contractor bills Customers for Extra Services. Examples of Extra Services include, but are not limited to, Backyard/Sideyard Service (with the exception of Disabled Persons for whom there is no additional charge); Extra MSW Carts, Extra Food Scrap/Yard Trimmings Carts, and Extra (more than two (2) Recyclable Materials Carts; Collection of Carts and/or Bins containing stable bedding and manure, all as described in Attachment B.
Food Scraps: “Food Scraps” means material resulting from the production, processing, preparation or cooking of food for human consumption that is separated from MSW. Food Scraps include surplus or unsold Edible Food, raw food left over after food preparation, leftover cooked food, as well as spoiled food such as vegetables and culls, and plate scrapings. Food Scraps includes, without limitation, Food Scraps from food facilities as defined in California Health and Safety Code Section 113789, food processing establishments (as defined in California Health and Safety Code Section 111955), grocery stores, farmer’s markets, institutional cafeterias (such as schools, hospitals and assisted living facilities), restaurants, and residential Food Scraps. Food Scraps does not include Food Soiled Paper.
Food Scrap Processing Facility: “Food Scrap Processing Facility” means the City-approved Compost Facility, and/or other City-approved Processing Facility used to process Food Scraps Collected by Contractor in the City.
ATTACHMENT A
Definitions
Attachment A Page 8 of 15
Food Soiled Paper: “Food Soiled Paper” means paper towels, tissue products, paper napkins, paper plates and cups, coffee filters, tea bags, waxed paper, butcher paper, paper take-out boxes and containers, greasy pizza boxes, paper bags, cardboard and wax-coated cardboard produce boxes. “Food Soiled Paper” does not include polystyrene, diapers, aluminum foil or foillined food wrap.
Generate: “Generate” means to bring into existence or create, or to use, maintain or possess an item, material or product, the result of which such creation, bringing into existence, use, maintenance or possession is that the item, material or product first becomes, or is converted, transformed, evolved to, or deemed as MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris or other materials.
Generator: “Generator” means a Person who Generates MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Household Hazardous Waste, Bulky Items, Construction and Demolition Debris or other materials.
Green Waste: See “Yard Trimmings”
Hazardous Waste: “Hazardous Waste” is defined in Section 13.05 of the Agreement.
Homeowners Association (HOA): “Homeowners Association” or “HOA” means a mandatory membership organization comprised of two or more homeowners for the maintenance of commonly owned real estate and improvements associated with multi-family developments comprised of detached homes, condominiums or townhouses.
Household Hazardous Waste (HHW): “Household Hazardous Waste” or “HHW” means all Hazardous Waste generated incidental to owning or maintaining a place of residence. Household Hazardous Waste does not include any waste generated in the course of operating a business or commercial activity at a residence or at any Commercial Business Establishment. Typical Household Hazardous Waste include (a) cleaning products such as oven cleaners, rug and floor cleaners, furniture polish, drain cleaners and solvents; (b) automobile maintenance products such as car waxes, starting fluids, solvent cleaners, antifreeze, repair products, batteries, brake fluid, motor oil, used oil filters and gasoline; (c) home improvement products including oil-based stains, oil-based paints, liquid latex paint, caulking, varnish, paint thinners, chemical strippers, insect repellants, insecticides, pesticides, kerosene, lighter fluid and pool chemicals; (d) personal care items including nail polish and remover, hair color, and (e) Sharps. For purposes of the Diversion Programs in the Agreement, HHW also includes Electronic Waste, Universal Waste, Sharps, Pharmaceutical Wastes (if and when directed by the City), and all materials listed in Section 4.2 of Attachment B.
HHW does not include biological waste, ammunition, explosives, appliances, asbestos, commercial chemicals, construction-related materials, fire extinguishers, Food Scraps, cooking oil, grease, gas cylinders/pressurized cylinders, liquid mercury/elemental mercury, broken items that contain mercury, radioactive materials, tires, automobile parts, MSW, or Bulky Items.
ATTACHMENT A
Definitions
Attachment A Page 9 of 15
Implementation Record: “Implementation Record” means the record of all of City’s compliance actions, activities, ordinances, Diversion Programs, results of characterizations, on-site field Contamination audits and all other information relating to City’s actions to comply with the Act and with SB 1383 as described in the SB 1383 regulations (14 CCR Section 18995.2). The reporting requirements in Article 11 and Attachment K provide a significant portion of the City’s Implementation Record information.
Indemnitees or “Indemnified Parties”: “Indemnitees” or “Indemnified Parties” is defined in Section 13.01 of the Agreement.
Light Weight Vehicle: “Light Weight Vehicle” means a Collection vehicle Collecting Recyclable Materials or other materials that is constructed such as to be lighter weight than a traditional MSW or Recyclable Materials Collection Vehicle in order to save capital costs and to create less wear and tear on City streets.
Materials Recovery Facility (MRF): See “Clean MRF”
Memorandum of Understanding or “MOU”: “Memorandum of Understanding” means the agreement entered into between the Cities of Lake Forest and Laguna Hills dated September 20, 2021 and amended May 23, 2023. The MOU contains the agreements between the two cities to jointly prepare and issue a Request for Proposals for solid waste and recycling services.
Minimum Performance Standards: “Minimum Performance Standards” are performance metrics the Contractor must achieve regarding implementation of Diversion Programs and achievement of Contamination levels by specified dates, all as described in Section 10.02 of the Agreement.
Mobile Home Parks: “Mobile Home Parks” means a Residential community or complex comprised of individual manufactured homes that are not permanently attached to the ground or pad, and ancillary structures such as a community room, gardens, greenbelts, pools or other amenities. Mobile Home Parks served by Contractor pursuant to the Agreement have individual Cart Collection service (similar to single-family homes).
Monthly Report: “Monthly Report” means the report required to be submitted to the City on a monthly basis as described in Attachment K.
Multi-Family: “Multi-family” means a building, dwelling unit or complex containing one (1) or more dwelling units and that receives centralized Collection service from Bins and Carts, compactors and/or Roll Off Boxes in enclosures or other designated areas. Apartment complexes, condominiums, townhouses, gated developments, HOA’s, mobile home parks and similarly configured housing complexes are included if they have centralized service. Multi-Family does not include single-family Residences, duplexes, tri-plexes, four-plexes or any Residences that have individual Cart Collection service. For purposes of the implementation of programs described in Attachment B, all Tonnage tracking and reporting described in Article 11, and the Extension Incentives described in Article 10, “Multi-Family Tons” shall include only Tons Collected from Multi-Family complexes and shall not include any Tons Collected from “Commercial and Business Establishments”. (See Section 11.03A) Any dispute or ambiguity as to whether a
ATTACHMENT A
Definitions
Attachment A Page 10 of 15
Customer’s Premises qualifies as a Multi-Family dwelling shall be resolved by the City Manager and the decision of the City Manager shall be final.
Municipal Solid Waste (MSW): “Municipal Solid Waste” or “MSW” is all materials that are generated on a premises that are not Recyclable Materials, Yard Trimmings, Wood, Food Scraps, Stable Bedding/Manure, Electronic Waste, Universal Waste and/or Household Hazardous Waste that is collected by Contractor, subject to the implementation of applicable Diversion Programs to be utilized by the owners and/or occupants of all Premises in the City. MSW does not include (1) Hazardous Waste, (2) low-level radioactive waste regulated under California Health and Safety Code Sections 25800, et seq., or (3) untreated medical waste which is regulated pursuant to the Medical Waste Management Act, California Health and Safety Code Sections 25015, et seq.
Non-containerized: “Non-containerized” means, with respect to materials, (a) any materials placed inside a Cart or a Bin that prevent the complete closure of the Cart lid at a Single family Dwelling, Multi-Family Dwelling or a Commercial Business Establishment; (b) any materials strewn on the ground beside, under or around the Cart or Bin; (c) materials piled on or around the Cart or Bin or that are not fully enclosed in a Cart or Bin for collection, except for materials that are MSW, Recyclable Materials, Food Scraps/Yard Trimmings and Stable Bedding/Manure that are placed in a Roll Off Box.
Optional City-Directed Program: “Optional City-Directed Program” means a program that is not being implemented immediately as of the Effective Date, but which the City may, in its sole discretion, direct Contractor to implement at any time during the Term. Contractor’s Proposal to City contained costs for the Optional City-Directed Programs. In the event City directs commencement of an Optional City-Directed program, the maximum rate listed in Attachment D shall be adjusted as described in Attachment J for any intervening years since the Effective Date as described in Section 5.13 of the Agreement and Contractor shall charge Customers accordingly for the Optional City-Directed Program(s). The change of scope provisions in Section
5.13 shall not apply to Optional City-Directed Programs.
Orange County Landfill System: “Orange County Landfill System” means any landfill owned or operated by the County of Orange, currently including the Olinda Alpha, Frank R. Bowerman, and Prima Deschecha landfills.
Orange County Landfill System Agreement: “Orange County Landfill System Agreement” or “OCLS Agreement” means the contract entered into in 2009 between the County of Orange and the City as amended in April 2016, and as may be further amended in the future. The OCLS Agreement is in Attachment I.
Overfull or Overfilled Bin(s)/Cart(s): “Overfull or Overfilled Bin(s)/Cart(s)” (sometimes referred to in the industry as overage) means a Bin/Cart at a Commercial or Multi-Family Premises that exceeds its stated volumetric capacity by a minimum of 125%.
The following do not constitute an instance of an Overfull Bin/Cart:
(1) Bulky Items that are placed out for Collection and for which the Customer has scheduled a Collection appointment with Contractor as described in Section 4 of Attachment B; (2) cardboard boxes that have been broken down and flattened, and placed next to or near a Bin/Cart for Recycling; and
ATTACHMENT A
Definitions
Attachment A Page 11 of 15
(3) cardboard bales (or other baled materials) that are not placed in a Bin/Cart, but are baled and placed next to or near a Bin/Cart for Recycling.
The steps required for Contractor to take when encountering Overfull Bin(s)/Cart(s) are described in Section 3.10 of Attachment B.
Pavement Impact Costs: “Pavement Impact Costs” means the increased costs over and above normal design capacity wear and tear for City streets due to operation of heavy vehicles, idling time, and the multiple truck passes on streets for Collection of MSW, Recyclable Materials, Food Scraps/Yard Trimmings, Stable Bedding/Manure and Construction and Demolition Debris on Collection days. Contractor shall pay to City the Pavement Impact Costs in the manner and on the schedule described in Section 14.05 of the Agreement.
Person: “Person” includes any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County, municipality or special purpose district or any other entity whatsoever.
Plastic Containers: “Plastic containers” means all plastics made of resin numbers 1-7, specifically excluding polystyrene.
Premises: “Premises” means any land or building in the City where MSW, Recyclable Materials, Yard Trimmings, Wood, Food Scraps and/or Construction and Demolition Debris is Generated or accumulated.
Processing Facilities: “Processing Facilities” means facilities where the following activities are conducted: sorting, cleaning, treating, Composting, and reconstituting Collected materials and returning these materials to the economic mainstream in the form of raw materials for new, reused or reconstituted products which meet the quality standards of the market place. Processing Facilities include the Clean Materials Recovery Facility, Composting Facilities, Anaerobic Digestion Facilities, Facilities using Bioengineered Feedstock, Construction and Demolition Debris sorting facilities, and concrete and asphalt grinding facilities. Processing Facilities does not include Waste-to-Energy, Biomass, thermal destruction, or any type of Transformation facilities.
Producer’s Price Index: “Producer’s Price Index” or “PPI” means as defined in Attachment J.
Proposal: “Proposal” means the Proposal submitted by Contractor to City on March 1, 2024 and all subsequent written materials, representations and responses to questions provided by Contractor during the Request for Proposals process as described in Agreement Section 2.09.
Contractor’s Proposal is contained in Attachment Y.
Public Information or Customer Education: “Public Information” or “Customer Education” means all materials prepared for distribution to Customers and the general public in City to inform them about Diversion programs, the MSW and Divertible Materials Collection and Processing system, available services and costs, all aspects of Recycling and Special Services provided by Contractor pursuant to the Agreement, and all services, programs and other activities sponsored or endorsed by City. Public Information and Consumer Education includes, but is not limited to the following: brochures, bill inserts, flyers, posters, training materials, hang tags for Containers, letters, pamphlets, postcards, videos, e-mails, eblasts, social media postings, website page content, mobile phone texts and dial-out messages.
ATTACHMENT A
Definitions
Attachment A Page 12 of 15
Recovered Materials: “Recovered Materials” means those materials that are processed at a Clean Materials Recovery Facility, Compost Facility or any other Processing Facility and thus Diverted from Disposal.
Recyclable Materials: “Recyclable Materials” means material which otherwise would become, or be treated as, MSW but which, by means of a process of collecting, sorting, cleansing, treating, and/or reconstructing, may be returned to the economic mainstream in the form of finished or source material for new, reused or reconstituted products, which may be used in the market place. “Recyclable Materials” includes Single-Stream Recyclable Materials and Single Material Recyclables. Recyclable Materials includes, but is not limited to, paper, books, magazines, cardboard boxes, plastics, metals, glass, and other similar materials authorized by the City for Collection by the Contractor. Recyclable Materials does not include Food Scraps, Yard Trimmings or Construction and Demolition Debris.
Recycle/Recycling: “Recycle” and “Recycling” mean the process of Collecting, sorting, cleaning, treating and reconstituting materials that would otherwise become MSW and returning these materials to the economic mainstream in the form of raw materials for new, reused or reconstituted products which meet the quality standards to be used in the marketplace.
Recycling Coordinator: “Recycling Coordinator” or “Coordinator” means the employee(s) of Contractor described in Section 8.05.H and Attachment AA of the Agreement.
Red/Green Tracking Spreadsheet: “Red/Green Tracking Spreadsheet” means the electronic software spreadsheet (or other similar software as may be approved by City) referred to in Article 11 and in Attachment K. The Red/Green Tracking Spreadsheet is created and maintained by Contractor and used by Contractor and City to document all contacts made with Customers concerning implementation of Diversion Programs, identification of Contamination, and to document and track Contractor’s completion of the Diversion Program implementation tasks listed in Section 3.7 of Attachment B.
Regulatory Compliance Costs: “Regulatory Compliance Costs” means costs for the City to administer the Agreement in order to comply with SB 1383, the Act and all other applicable laws regarding Diversion of materials from Disposal and provision of all Diversion Programs including program implementation, program enhancement, monitoring, reporting, maintenance of the Implementation Record required by SB 1383 and all other required tasks. The Regulatory Compliance Costs are paid by Contractor to City on a schedule and in a manner described in Section 14.06 of the Agreement.
Residential Customer or “Resident”: “Residential Customer” or “Resident” means a Customer that owns, rents, leases or otherwise legally inhabits a Single Family or Multi-Family Premises.
Residue: “Residue” means the portion of MSW destined for Disposal which remains after processing at the Clean MRF, Compost Facility, or other Processing Facility has taken place.
Roll Off: “Roll Off”, Roll Off Vehicle” or Roll-Off Box” refers to a large open top rectangular metal Container used to store and transport MSW, Recyclable Materials, Yard Trimmings, Construction and Demolition Debris, or other materials. Roll Off Boxes are collected by a special Roll Off
ATTACHMENT A
Definitions
Attachment A Page 13 of 15
Vehicle equipped with hooks and a winch to pull the Roll-Off Box onto the flat bed of the truck for transport. Roll Off Boxes typically come in 10, 20, 30 and 40 cubic yard sizes.
SB 1383: “SB 1383” means Senate Bill 1383 of 2016 , which added Sections 39730. 5, 39730. 6, 39730. 7, and 39730. 8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants as subsequently amended. . For the purposes of this Agreement, SB 1383 specifically includes all implementing regulations of CalRecycle, including Chapter 12 of Title 14 of the California Code of Regulations, Division 7 and amendments to Title 27.
Self-Haul: “Self-Haul” means the hauling of MSW and/or Divertible materials to a transfer, Processing, or Disposal Facility or other type of facility by a Customer, Generator, owner, or occupant of any Premises.
Scout Service: “Scout Service” means moving individual Containers of MSW, Recyclable Materials, Yard Trimmings and/or Food Scraps to a centralized location on the Customer’s property where the Containers can be emptied by a front loader Collection vehicle and then returned to their original locations. The Containers are moved by a pickup truck, motorized utility cart or other similar vehicle.
Sharps: “Sharps” means new or used syringes, lancets and needles. Pursuant to state and federal law, Sharps cannot be Disposed as MSW in a landfill, but instead must be separately handled as medical waste.
“Single Family Dwelling” or “Single Family Premises”: “Single Family Dwelling” or “Single Family Premises” or “Residence” or “Residential” includes single-family dwellings, duplexes, triplexes, four-plexes, Multi-family dwellings (such as townhouses, apartments, and condominiums), gated developments, HOA’s, Community Associations and Mobile Home Parks that are provided individual Collection service for Carts at each dwelling unit, whether by means of Backyard/Sideyard, curbside or alley Collection. Dwelling units located in a building or complex that has centralized Bin and/or Cart Collection service are defined as “Multi-Family” for purposes of the Agreement.
Single-Material Recyclables: “Single-Material Recyclables” means those Recyclable Materials which satisfy each of the following requirements: (1) have been segregated from MSW for handling separate from that of MSW by or for the Generator thereof; (2) have been further segregated so that various types of Recyclable Materials, such as glass, metals, paper, cardboard, etc., are not commingled; and (3) after such segregation, contain no more than ten percent 10% Contamination by weight.
Single Stream Recyclable Materials: “Single Stream Recyclable Materials” or “Single Stream Recyclables” means those Recyclable Materials collected as separated from MSW by the Customer and consisting of a mixture of metals, glass, plastics #1-7, and all paper grades from Residential Premises. Single Stream Recyclable Materials are distinguished from Single-Material Recyclables, which consist of only a single type of material, such as glass, separated from other Recyclables.
ATTACHMENT A
Definitions
Attachment A Page 14 of 15
Source Separated: “Source Separated” means a material that is separated from MSW and from other Divertible Materials by the Generator, Customer or Tenant and placed in a separate and distinct Container (e.g. a Cart and/or a Bin) for Collection by Contractor. Examples of Source Separated materials include Source Separated Food Scraps (Food Scraps that are in a separate Container and not commingled with Yard Trimmings) and Source Separated Yard Trimmings that are not commingled with Food Scraps but are placed in a separate and distinct Container for Collection.
Split Bins: “Split Bins” means Bins that have a divider down the middle, dividing the Bin into two separate compartments. Such Bins have separate locking lids for each side of the Bin allowing the Bin to be emptied one side at a time. The lid on the side of the Bin that is for storage of Recyclable Materials is designed such that it allows for the placement of Recyclable Materials in the Bin without unlocking or opening the lid, and yet does not allow Recyclable Materials to spill out when the lid is closed and locked for the emptying of the opposite side of the Bin. The other side of the Bin may contain MSW or other materials. Typical sizes of Split Bins include 2 cubic yards, 3 cubic yards and 4 cubic yards.
Stable Bedding and Manure: “Stable Bedding and Manure” or “Stable Bedding/Manure” means horse manure and shavings, straw, other bedding, hay and horse manure. Stable Bedding/Manure excludes pet waste. Stable Bedding/Manure may be Collected from Single Family dwellings and/or Commercial businesses.
Term: “Term” means the Term of this Agreement as specified in Section 3.02, and as it may be extended by City pursuant to Section 3.03.
Ton: “Ton” means a short ton of 2,000 pounds avoirdupois.
Transformation Facility: “Transformation Facility” means a facility utilizing incineration, pyrolysis, distillation, or biological conversion other than Composting and does not include Composting, gasification, biomass conversion or “wet” or “dry” Anaerobic Digestion. [See Section
6.09 of the Agreement for the prohibition on use of Transformation Facilities for materials Collected within City.]
Universal Waste (U-Waste): For purposes of this Agreement, “Universal Waste” or “U-Waste” means electronic devices not included in the definition of “Electronic Waste” in this Attachment A, including but not limited to common AA, AAA, C Cell and D Cell batteries; fluorescent tubes and bulbs and other mercury containing lamps (including high intensity discharge [HID], metal halide, sodium and neon bulbs); mercury-containing devices such as thermostats, switches, thermometers, and relays (including those found in pre-1972 washing machines, sump pumps, electric space heaters, clothing irons, and silent light switches); pilot light sensors from gas appliances; mercury gauges from barometers, manometers, blood pressure and vacuum gauges; mercury-added novelty items such as greeting cards that play music when opened, athletic shoes with flashing lights in the soles, and mercury maze games; emptied aerosol cans, and other such items that are banned from Disposal in a landfill. (The parties acknowledge and agree that this definition may differ from that in current state law and regulations.) Certain types of Universal Waste are Collected by Contractor as part of the Household Hazardous Waste Door-to-Door Collection program as described in Section 4.2 of Attachment B.
ATTACHMENT A
Definitions
Attachment A Page 15 of 15
Yard Trimmings: “Yard Trimmings” means trimmings from trees or shrubs, plants, grass cuttings, removed or discarded branches, shrubs, plants, leaves or other materials generated from landscapes or gardens. Yard Trimmings does not include pet waste such as dog and cat feces.
Waiver: “Waiver”, “SB 1383 Waiver” or “to Waive SB 1383 Requirements” means the City’s action to grant an SB 1383 Waiver for a Generator’s obligation to implement and participate in SB 1383 Diversion Programs. The types of SB 1383 Waivers that may be granted by the City for a Commercial or Multi-Family property pursuant to SB 1383 regulations (14 CCR Title 14 Section 18984.11) are de minimus waivers and physical space constraint waivers. A Waiver may only be granted by the City. The Contractor is prohibited by SB 1383 regulations from issuing a Waiver to a Generator.
Wood: “Wood” means all non-hazardous wood material that is not painted with lead-based or other paints containing materials identified as Hazardous Waste, or treated with creosote or other Hazardous materials. Wood includes, but not limited to, tree branches and other wood trimmings, dimensional lumber and other pieces of Wood generated during the manufacture or processing of Wood products, Wood generated as part of the harvesting or processing of raw woody crops, and the Wood debris from construction and demolition activities.
Zero Emission Vehicle: “Zero Emission Vehicle” or “ZEV” means a vehicle powered by a means that creates zero emissions and is in full compliance with the California Air Resources Board Advanced Clean Fleets rule. Zero emission vehicles include but are not limited to vehicles powered by electricity (otherwise known as battery electric vehicles) and vehicles powered by hydrogen. The Zero Emission Vehicle to be provided by Contractor is described in Attachment F3.
Attachment B Scope of Work Page 1 of 93
Attachment B
Scope of Work
Attachment B Scope of Work Page 2 of 93
Table of Contents
SECTION 1: CUSTOMER BILLING, PROVISION OF CONTAINERS AND EXTRA SERVICES. .....6
1.1. Customer Billing......................................................................................................................................6
1.1.1. Residential, Commercial and Multi-Family Billing......................................................................................... 7
1.1.2. Roll Off Box Customer Billing...................................................................................................................................... 7
1.1.3. Audit of Commercial Billings....................................................................................................................................... 8
1.1.4. Audit of Residential Services Provided and Reported, and Billings for Extra Carts. .................. 8
1.1.5. Service and Billing Records and Access By City................................................................................................ 9
1.1.6. Billing For Shared Containers..................................................................................................................................... 9
1.2. Changes in Collection Services. ..........................................................................................................9
1.3. Changes in Scheduled Days of Collection......................................................................................10
1.3.1. Initial Routing For Commencement of Collection Operations. ..............................................................10
1.3.2. Route Changes After Initial Re-Routing. .............................................................................................................11
1.4. Containers for the Collection of MSW, Recyclable Materials and Food Scraps/Yard Trimmings.......................................................................................................................................................11
1.4.1. Containers for Single Family Dwelling Residential Premises. ...............................................................11
1.4.1.1. Survey of Residential Customers To Determine Cart Sizes for Residential Customers without Extra Carts. ....................................................................................................................................................................................11
1.4.1.2. Survey of Residential Customers To Determine Extra Cart Sizes for Residential Customers with Extra Carts...........................................................................................................................................................................12
1.4.1.3. Contractor Distribution of New Carts and Removal of Old Carts ..........................................................13
1.4.1.4. Carts for Basic Residential Service......................................................................................................................13
1.4.1.5. Extra Carts for Residential Service. ....................................................................................................................13
1.4.1.6. Non-Containerization. ..............................................................................................................................................13
1.4.1.7. Exchange of Non-damaged Carts and/or Carts’ Sizes.................................................................................14
1.4.1.8. Cleaning of Carts. ........................................................................................................................................................14
1.4.1.9. Replacement of Kitchen Pails for Food Scrap Diversion Program........................................................14
1.4.1.10. Change of Number of Pick-Up Days for Residential 3-Cubic-Yard Bin for Stable Bedding and Manure Service............................................................................................................................................................................14
1.4.1.11. Repair and Replacement of Containers..........................................................................................................14
1.4.2. Containers for Multi-Family Dwellings, Commercial and Business Establishments and City Facilities..............................................................................................................................................................................................14
1.4.2.1. Sizes and Types of Containers to be Provided...............................................................................................15
1.5. Container Color Coding and Labeling. ...........................................................................................16
1.5.1. Color Coding. .......................................................................................................................................................................16
1.5.2. Container Labeling and Signage. .............................................................................................................................17
1.5.3. Distribution of Recycling Guide to New Customers......................................................................................17 SECTION 2: SINGLE FAMILY AND MULTI-FAMILY DWELLING RESIDENTIAL COLLECTION SERVICES. ...................................................................................................................................................18
2.1. Single Family Dwelling Residential Basic Level of Service. ....................................................18
2.1.1. New Residences Constructed and Occupied During the Term...............................................................18
2.2. Single Family Dwelling Residential MSW Collection.................................................................18
2.3. Single Family Dwelling Recyclable Materials Diversion Program. ......................................18
2.4. Single Family Dwelling Food Scrap/Yard Trimmings/Stable Bedding and Manure Collection Program Utilizing Carts..........................................................................................................19
2.4.1. Single Family Dwelling Stable Bedding and Manure Collection Program Utilizing 3-CubicYard Bins. ...........................................................................................................................................................................................21
Attachment B Scope of Work Page 3 of 93
2.5. Backyard/Sideyard Wheel-Out Service.........................................................................................21
2.6. Monitoring of Contamination in All Residential Collection Programs. ..............................22
2.6.1. Characterizations and On-Site Field Audit Requirements. ......................................................................22
2.6.2. Observation and Issuance of Contamination Notices to Customers...................................................22
2.7. Procedures For Handling Residential Non-Containerized MSW, Recyclable Materials, Food Scraps/Yard Trimmings/Stable Bedding and Manure and Other Materials. ................23
2.7.1. Each Instance of Contractor Encountering Non-Containerized Waste..............................................24
2.8. Multi-Family Complex Residential Basic Level of Service.......................................................25
2.8.1. New Multi-Family Complexes Constructed and Occupied During the Term..................................26
2.8.2. Multi-family Family Dwelling Stable Bedding and Manure Collection Program Utilizing Carts, Roll-off Boxes, and 3-Cubic-Yard Bins.................................................................................................................26
2.9. Multi-Family Complex Residential MSW Collection..................................................................26
2.10. Multi-Family Complex Residential Diversion Services..........................................................26
2.10.1. Multi-Family Complex Residential Recyclable Materials Diversion Program...........................27
2.10.2. Multi-Family Complex Food Scrap, Yard Trimmings, Wood Diversion Program, and Stable Bedding and Manure Program(s). .......................................................................................................................................27
2.10.3. Distribution of Food Scrap Kitchen Pails to Multi-Family Customers. ...........................................28
2.11. Monitoring of Multi-Family Complex Residential Programs...............................................29 SECTION 3: COMMERCIAL AND BUSINESS ESTABLISHMENT PREMISES SERVICES. ..........31
3.1. Basic Level of Service...........................................................................................................................31
3.2. MSW Collection. .....................................................................................................................................31
3.3. Diversion Programs. ............................................................................................................................31
3.3.1. Single Stream Recyclable Materials and Single-Material Recyclables Collection (AB 341 Program and SB 1383 3-Cart/3 Bin System).................................................................................................................32
3.3.1.1. Commercial Recycling Collection Utilizing A Lightweight Collection Vehicle. ................................32
3.3.2. Source-Separated Commercial Food Scrap Collection................................................................................32
3.3.3. Source-Separated Yard Trimmings and Wood Collection Program. ..................................................33
3.3.4. Co-Collected Food Scraps/Yard Trimmings Program/Stable Bedding and Manure.......33
3.3.4.1. Commercial Stable Bedding and Manure Collection Program Utilizing Carts, Roll-off Boxes, and 3-Cubic-Yard Bins..............................................................................................................................................................34
3.3.5. Customer Use of Other Methods of Food Scrap Diversion........................................................................34
3.3.6. Edible Food Recovery. ...................................................................................................................................................34
3.4. AB 827/SB 1383 Divertible Material Containers for Use by Public.....................................35
3.5. Monitoring of Diversion Programs at Multi-Family Dwellings and Commercial and Business Establishments............................................................................................................................35
3.6. Implementation of All Required Diversion Programs at New Commercial and Business Establishments Constructed During the Term and In Event of change in Key Personnel or Business Relocation. ....................................................................................................................................36
3.7. Required Tasks For Implementation of Diversion Programs. ..............................................37
3.8. SB 1383 Waivers. ..................................................................................................................................43
3.9. Observation and Issuance of Contamination Notices to Commercial Customers. ..........44
3.10. Requirements for Each Instance of Contractor Encountering Overfull Commercial and/or Roll-off Containers.........................................................................................................................46
Attachment B Scope of Work Page 4 of 93
3.11. Other Services To Be Provided. .....................................................................................................47
3.11.1. Miscellaneous Services. .............................................................................................................................................47
3.11.2. Scout Service. ...................................................................................................................................................................48
3.11.3. Manual Can Service. .....................................................................................................................................................48
3.12. Changes in Collection Services.......................................................................................................49
3.13. Consultations and Technical Assistance.....................................................................................49
3.13.1. Customer Consultations. ...........................................................................................................................................49
3.13.2. City and Developer Consultations. ......................................................................................................................49
3.14. Cooperation For Waste Characterizations, On-Site Field Container Contamination Audits and Other Studies............................................................................................................................49
3.15. Temporary Bin and Roll-Off Services. .........................................................................................50
3.16. Construction and Demolition Debris Recycling.......................................................................51 SECTION 4: SPECIAL SERVICES............................................................................................................56
4.1. Bulky Items Services............................................................................................................................56
4.1.1. Bulky Items Collection Services for Single Family Premises. .................................................................57
4.1.2. Bulky Items Collection Services for Multi-Family Premises. ..................................................................58
4.1.2.1. Bulky Item Collection For Individual Multi-Family Residents................................................................59
4.1.3. Re-Usable/Donated Item Collection For Single Family Residents.......................................................59
4.2. Household Hazardous Waste Collection Program for Single Family Dwellings and Annual Drop Off Event.................................................................................................................................60
4.2.1. Household Hazardous Waste Collection Program for Single Family Dwellings. .........................60
4.2.2. Household Hazardous Waste Annual Drop-off Event. ................................................................................63
4.3. Holiday Greenery Collection and Recycling.................................................................................64
4.4. Sharps Pre-Paid Mail-Back Program..............................................................................................65
4.5. Annual Compost Giveaway Events. .................................................................................................65
4.6. Composting Workshop........................................................................................................................66
4.7. City Services............................................................................................................................................67
4.7.1. City Sponsored Special Events. .................................................................................................................................67
4.7.1.1 Aluminum Cups for Special Events.....................................................................................................................69
4.7.2. Large Venue Special Events........................................................................................................................................69
4.7.3. Non-City Sponsored Special Events. ......................................................................................................................71
4.7.4. Emergency Collection and Disposal Service.....................................................................................................72
4.7.5. Collection Services at City Facilities......................................................................................................................72
4.7.5.1. Provision and Collection of Roll Off Box at City Yard..................................................................................72
4.7.6. Bulky Item Collection Service For Public Rights-of-Way. .........................................................................73
4.7.7. Collection, Disposal and Recycling Services for City Bus Shelters.............................................73
4.8. Reverse Vending Machines. ...................................................................................................................................74 SECTION 5: PUBLIC INFORMATION AND CONSUMER EDUCATION. ........................................76
5.1. Ongoing Public Outreach to Be Conducted by Contractor. .....................................................76
5.2. Professionally Designed and Produced Public Outreach Materials. ...................................77
5.2.1. Contractor Mailing Procedures................................................................................................................................77
5.3. City Council Presentations.................................................................................................................77
5.4. Residential Public Education and Outreach Materials.............................................................77
Attachment B Scope of Work Page 5 of 93
5.4.1. Annual Updated Residential Recycling Guide. ................................................................................................77
5.4.2. Semi-Annual Residential Special Programs – Notifications. ...................................................................78
5.4.3. How-To Video for Residential Program..............................................................................................................79
5.4.4. Initial Re-Routing – Residential Outreach. ........................................................................................................80
5.4.5. Food Scrap Kitchen Pail Brochure – Single Family Dwellings. ..................................................................80
5.4.6. Food Scrap Kitchen Pail Brochure – Multi-Family Properties. ..................................................................81
5.5. City News Articles. ................................................................................................................................81
5.6. HOAs and Property Managers Notice and Meetings..................................................................82
5.7. Brochure for Multi-Family Commercial, HOA’s and Gated Communities – Yard Trimmings.......................................................................................................................................................82
5.8. Brochure for Commercial and Business Establishments Services.......................................83
5.9. Brochure for Commercial and Business Establishments – SB 1383....................................83
5.10. AB 827/SB 1383 Food Scraps Brochure, Training Materials and Signage......................84
5.11. SB 1383 Commercial Restaurants Food Scraps Brochure, Training Materials and Signage..............................................................................................................................................................84
5.12. Edible Food Donation Brochure for SB 1383 Tier 1 and Tier 2 Generators...................85
5.13. Special Events Brochures, Training Materials and Signage.................................................85
5.14. How-To Video for Commercial Program and Business Testimonials. .............................86
5.15. Waste Diversion and Recycling Program Social Media Posts..............................................87
5.16. Bin Sensor Brochures and Training Materials for Business and Commercial Establishments and Multi-Family Commercial...................................................................................88
5.17. Corrective Action Notice. .................................................................................................................88
5.18. City Right to Participate in Regional or Joint-Jurisdictional Public Education and Consumer Information Campaigns. ........................................................................................................89
5.19. Website. .................................................................................................................................................89
5.20. Seminars, Workshops, Presentations, Meetings......................................................................89
5.21. Non-Bill Mailing Lists. .......................................................................................................................89 SECTION 6: MATERIAL STREAMS AND CONTAMINANTS. ...........................................................90
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SECTION 1: CUSTOMER BILLING, PROVISION OF CONTAINERS AND EXTRA SERVICES.
Effective July 1, 2025, Contractor shall be responsible for billing and collecting payment from Customers for services rendered pursuant to the Agreement, as more fully described in this Section.
1.1. Customer Billing.
Contractor shall prepare and mail (or provide electronically) bills to all Customers (including Residential, Multi-Family, Commercial, temporary and permanent Roll Off and Compactor) and shall be solely responsible for following all prudent business practices for collection of payments from Customers. The Customer shall choose the method of receipt of the bill and payment of the bill. Contractor shall provide the following Customer options which include, but are not limited to, receiving the bill by mail or by electronic means, and paying the bill by mail, paying by cash, check or credit/debit card at a local Contractor office or by electronic means, except for Roll Off Box Customer billing which is described separately in Section 1.1.2 of this Attachment B. Contractor shall never bill for services not verifiably rendered; if a billing error is made for a service that was not provided, then Contractor shall provide a timely refund or credit to the Customer. If Contractor makes an error and fails to bill a Customer for services provided over an extended period of time, Contractor shall only be able to recover payment for the most recent three (3) months of services provided. In such event, Contractor shall discuss the situation with the Customer, issue a bill for up to three (3) months of services provided, and allow the Customer sixty (60) days to pay the bill.
Contractor shall prepare bills for all Customers that clearly and accurately list the rates in effect and charged by Contractor to Customer at the time services were provided (which may not exceed the Applicable Maximum Rates, initially set forth in Attachment D for the time period in which services will be provided. Bills shall fully explain and display all calculations of each charge. Such charges shall not exceed the Applicable Maximum Rates in Attachment D, as may be adjusted annually pursuant to Article 14 of and Attachment J of the Agreement. Contractor shall initially resolve any disputes related to charges to Customers. In the event Contractor cannot resolve a dispute, City may, at its option, review the matter and make a decision. In this event, the decision of the City shall be final.
On or before April 1, 2025, Contractor shall submit to City a draft of bill format(s) and a line-item description for each charge, together with an example of a completed bill for an individually-serviced Single Family Dwelling Residential Premises, an individuallyserviced Single Family Dwelling Residential Premises three-Cart Collection service showing how Stable Bedding and Manure Residential Cart Collection service would be shown on the bill if applicable, a centrally-billed Multi-family Premises, a Commercial and Business Establishment with Recycling, Food Scrap/Yard Trimmings and MSW Collection services and also showing how Stable Bedding and Manure 3-yard Collection service would be shown on the bill, and a temporary Roll Off Box service for review and
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approval. The bill format for the Single Family Dwelling Residential Premises shall include information showing Customers the lower rate for the smaller MSW Cart as well as itemize any additional charges for extra Carts. Contractor shall also, at the same time as submittal of the draft billing formats, submit a draft of a conveniently sized listing of services and maximum rates that will be in effect as of July 1, 2025 that may be distributed to, and retained for reference by, all Customers. Once approved by City, the brochure on services and maximum rates shall be mailed to all Customers by May 30, 2025 (unless another schedule is directed by City).
Contractor shall have the ability to include short messages on bills that the City can use to increase Customer awareness regarding Diversion programs, notify Customers of rate adjustments, or provide other important information to the Customer. City shall review and approve all billing messages at least 30-days prior to distribution.
In the event of Customer non-payment of bills, Contractor shall be responsible for collecting delinquent charges for services it renders to Customers. Contractor may employ measures, consistent with federal and California laws regulating the collection of debts, to obtain payment of charges including use of its own employees to obtain judgments in Small Claims Court and to enforce such judgments. If Contractor has not received payment within forty-five (45) days of issuance of a bill, Contractor may issue a written notice that it will stop service within fourteen (14) calendar days. Contractor shall notify City of its intent to issue such a notice at least five (5) days prior to sending the notice. If no payment is made, Contractor may remove Carts and/or other Containers that Contractor has provided to the Customer. If City has evidence or other information as to why service should not be stopped, City will confer with Contractor. The decision of City as to whether or not service may be terminated shall be final. Contractor may charge the Resumption of Service Charge in accordance with the Applicable Maximum Rates once delinquent Customers with terminated service have paid their account in full. Contractor shall include a list of Customers whose service has been terminated for non-payment and a list of Customers for whom service has been restarted after full payments in the monthly reports to the City as required in Attachment K.
1.1.1. Residential, Commercial and Multi-Family Billing.
Contractor shall invoice Single Family Residential on a monthly or quarterly basis.
Whether Customers will be billed in arrears or in advance, and the frequency of Residential billing will be determined as part of the transition discussions between the City and Contractor prior to the start of operations. The decision of the City will be final.
Contractor shall invoice Commercial and Multi-Family Commercial Customers on a monthly basis, in arrears, based upon the size of their Containers and the frequency of Collection, no more than the Applicable Maximum Rates. Changes to container size and frequency that occur during the month will be pro-rated. In the event of non-payment of a bill, Contractor shall follow the procedures described in Section 1 of this Attachment B.
1.1.2. Roll Off Box Customer Billing.
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Contractor shall accept major credit cards for payment for permanent and temporary Roll Off Box service. For any Customer electing not to pay with a credit card, Contractor may (a) invoice monthly, or semi-monthly in arrears with payment due within fifteen (15) or thirty (30) days from the invoice date (i.e., the beginning of the month or the inception of service); or (b) require Customer to post a security deposit or pay on a “Cash on Delivery” (COD) basis. Any unused portion of a security deposit shall be refunded to the Customer within five (5) business days of the termination of service. Delinquent accounts shall be handled as described in Section 1 of this Attachment B.
1.1.3. Audit of Commercial Billings.
Contractor shall audit all amounts billed to each Commercial Customer (including all Multifamily and Multi-plex Customers with centralized Bin Collection service) to compare the amount being charged with the level of service, including the size(s) of Container(s) and the frequency of service, on an annual basis beginning in July 2026. Contractor shall submit a written report to City documenting the results of the audit and noting any discrepancies identified and the date upon which the discrepancies were corrected. The report shall be submitted by July 31 during each year of the Term beginning in 2026.
1.1.4. Audit of Residential Services Provided and Reported, and Billings for Extra Carts.
By September 1, 2025, Contractor shall review and audit the level of service being provided to each Individually serviced Residential Cart Customer (including individually serviced Cart Customers in Single-family, Multi-family, multiplexes, mobile home parks, HOAs, and gated developments), both for basic services and for Extra Services, (including all amounts billed to each Customer for any Extra Carts and Extra Services).
Said audit shall compare the actual sizes, number and types (MSW, Recyclable Materials, and Food Scrap/Yard Trimmings/Stable Bedding/Manure) of Carts provided to each Customer, frequency of Collection, and any Extra Services provided by Contractor, to the amounts reported to the City for basic services and to the amounts being charged to Customers for Extra Carts and Extra Services. Contractor shall submit a written report to City documenting the results of the audit and noting any discrepancies identified and the date upon which the discrepancies were corrected. The report shall provide a listing to the City of all households that do not have a Cart for the Recyclable Materials Collection program and/or for the Food Scrap/Yard Trimmings Collection program and/or MSW Collection program. Contractor shall use results of this audit to determine which Residents to send notice of Extra Carts as described in Section 1.6.1.4 of this Attachment B.
Annually thereafter, in accordance with the annual CalRecycle compliance review processes set forth in SB 1383, Contractor shall review and audit the level of service being provided to each Individually serviced Residential Cart Customer (including individually serviced Cart Customers in Single-family, Multi-family, multiplexes, mobile home parks, HOAs, and gated developments), both for basic services and for Extra Services, (including all amounts billed to each Customer for any Extra Carts and Extra
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Services). Said audit shall compare the actual sizes, number and types (MSW, Recyclable Materials, and Food Scrap/Yard Trimmings/Stable Bedding/Manure) of Carts provided to each Customer, frequency of Collection, and any Extra Services provided by Contractor, to the amounts reported to the City for basic services and to the amounts being charged to Customers for Extra Carts and Extra Services on an annual basis. The audit shall list the Customers receiving basic service with a 95-gallon MSW cart, a 65- gallon cart and a 35-gallon cart compared to the amounts being charged to the Customers based on the size of their MSW cart. Contractor shall submit a written report by July 31, 2026 and annually on that date thereafter to City documenting the results of the audit and noting any discrepancies identified and the date upon which the discrepancies were corrected. The report shall provide a listing to the City of all households that do not have a Cart for the Recyclable Materials Collection program and/or for the Food Scrap/Yard Trimmings/Stable Bedding and Manure Collection program and/or MSW Collection program.
1.1.5. Service and Billing Records and Access By City.
Contractor shall maintain copies of records of all services provided to Customers, and copies of all billing records and receipts, in chronological order, for the entire Term of the Agreement, and for a period of two (2) years following termination of the Agreement, for inspection by the City upon request. The Contractor may maintain these records in electronic form or hard copy, provided records can be preserved and retrieved for inspection and verification in a timely manner, are sufficient to verify accuracy of all services provided, all billings issued, payments made by Customers, and payments of the Regulatory Compliance Cost, Pavement Impact Cost, Procurement Compliance Cost and any other City fees.
1.1.6. Billing For Shared Containers.
Single Family Dwelling Residential Customers and Commercial and Business Establishments may request and receive shared Container service and billing. Contractor shall, upon Customer request, divide the rate for a single Container between Customers that are sharing said Container for MSW, Recyclable Materials, Yard Trimmings and/or Food Scraps and/or Stable Bedding and Manure. Customers requesting to share Container service and billing shall determine each Customers’ share of the Applicable Maximum Rates for the size of Container and for the type and frequency being provided, and submit each Customer’s share of the total monthly billing amount to Contractor.
Contractor shall issue separate monthly bills to each Customer based on the monthly billing amounts submitted by Customers requesting to share Container service and billing.
Contractor shall provide such billing for shared Containers at no additional charge to the Customers requesting this service. Contractor shall provide the City with a listing of Customers that subscribe to shared service in the annual reports described in Attachment K.
1.2. Changes in Collection Services.
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Contractor shall be responsible for: (A) establishing services for new Customers; (B) stopping services and preparing a final billing on a pro rata basis for a Customer permanently discontinuing service; (C) suspending services at an individually billed Single Family Residential Premises, Multi-Family Residential Premises or Commercial and Business Establishments one time in a calendar year for a period of up to 60 calendar days for temporary vacation stops. During temporary vacation stops, the Customer shall incur no charges for Collection services not provided and, if Customer is due a refund and/or credit, Contractor shall provide a timely refund or credit to the Customer for payment made in advance of temporary vacation stops. Temporary vacation stops must be for a minimum of thirty (30) days. For temporary vacation stops, Contractor shall not charge Customer to restart service. If a temporary vacation stop request exceeds 60 calendar days, Contractor may arrange to pick-up the Containers from the Customer and require the Customer to restart service as the account will be considered discontinued.
Contractor shall, for approval of City, develop a procedure and confirmation form to document requests for commencement and termination of, and changes in, service, as well as for temporary vacation stops. Customers shall be provided a copy of the confirmation form noting effective date of start-up, change, suspension or termination of Collection services and other pertinent details, such as date of issuance of refund for services not provided but for which Customer has paid. Customers shall be provided a copy of the confirmation form noting pertinent details related to vacation stops. Contractor shall provide the City with a listing of Customers that arranged for temporary vacation stops in the annual reports described in Attachment K.
1.3. Changes in Scheduled Days of Collection.
1.3.1. Initial Routing For Commencement of Collection Operations.
Contractor has provided the City with a preliminary map of the re-routing that will be required to achieve cross-jurisdictional efficiencies and more efficient residential routes.
On or before September 1, 2024, Contractor shall provide the City with a final route map for Collection operations. Contractor shall work closely with City and City’s street sweeping company to plan the new Collection routes to coordinate with street sweeping operations.
On or before March 1, 2025, Contractor shall provide new route lists reflecting the finalized route maps, for City’s review. Upon City approval, Contractor shall notify residents of all changes to their scheduled days of Collection as described in Section 5 of this Attachment B. Collection by the Contractor using the new Collection routes and schedule shall commence on July 1, 2025 or on another date mutually agreed upon by the City and Contractor. During the first two (2) weeks of Collection utilizing the new route maps and route lists, i.e., the week of July 1-5 and the week of July 8-11, Contractor shall provide extra collection service on the former service day for each neighborhood impacted by the service day changes. For example, if neighborhood “A” had Monday Collection service days before the new routes go into effect, and the service day changes for neighborhood “A” on the new route maps and route lists going into effect, Contractor shall continue to provide back-up Collection service for the first two (2) Mondays in
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neighborhood “A” after the new service day is implemented. This back-up Collection service shall Collect all Carts containing MSW, Recyclable Materials and Yard Trimmings/Food Scraps/Stable Bedding and Manure that were mistakenly rolled out to the curb by Customers on the former (“old”) Collection day instead of on the new Collection day. This back-up Collection shall occur in all affected neighborhoods throughout the City in addition to Collection on the new service day. Contractor shall source separate and Divert materials that are Collected while conducting these back-up Collection routes.
1.3.2. Route Changes After Initial Re-Routing.
Once the initial routing of Collection days for MSW, Yard Trimmings/Food Scraps/Stable Bedding and Manure, and Recyclable Materials has been established as described in Section 1.3.1 of this Attachment B for individually serviced Single Family Dwelling Residential Premises, the schedule shall not be changed without the prior written approval of the City. Contractor shall request approval from the City ninety (90) days prior to any planned change in a scheduled day of Collection for any Single-Family Dwelling. As a condition of approval of such a change, City may require Contractor, at Contractor’s sole expense, to notify all affected Customers of the change by first-class postage, and to provide “back-up” Collection service on the former day(s) of Collection, for the first two weeks after implementation of the new routing, as described in Section
1.3.1 of this Attachment B. All details and scheduling of such notice shall be subject to approval by the City.
Scheduled Collection days for MSW, Food Scraps/Yard Trimmings/Stable Bedding and Manure, and Recyclable Materials may be changed at the request of the occupant or Authorized Customer Representative of any Commercial and Business Establishment, including Multi-Family Premises, without the approval of City. In the event of a disagreement between Contractor and a Customer at Commercial and Business Establishments or Multi-family Premises, the City will determine the final schedule of Collection days.
1.4. Containers for the Collection of MSW, Recyclable Materials and Food Scraps/Yard Trimmings.
Contractor shall be responsible for furnishing all Containers as described in this Section 1 of Attachment B. Containers shall comply with all Applicable Laws, including color and marking requirements under the SB 1383 implementing regulations of CalRecycle and any applicable reflective marking requirements under Health and Safety Code section 26275.
1.4.1. Containers for Single Family Dwelling Residential Premises.
1.4.1.1. Survey of Residential Customers To Determine Cart Sizes for Residential Customers without Extra Carts. Prior to the commencement of Collection operations on July 1, 2025 Contractor shall survey all Residential Customers without Extra Carts to
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determine the size of Cart they prefer for each material. Contractor shall send a two-part postcard or mailer to each Residential Customer requesting they mail back the postcard or portion of the mailer with their choice of 35-gallon, 65-gallon, or 95-gallon Cart size for each of the following materials: MSW, Recyclable Materials and Food Scraps/Yard Trimmings/Stable Bedding and Manure. The postcard shall also include the associated rates in accordance with the Applicable Maximum Rates, including the fact that the cost of the basic residential service is based upon the Customer’s selection of the size for their MSW Cart (i.e., a 35-gallon MSW Cart costs less than a 65-gallon MSW Cart and a 65- gallon MSW cart costs less than a 95-gallon MSW Cart.) For Recyclable Materials and Food Scrap/Yard Trimmings/Stable Bedding and Manure Carts, Customers may select from 35-gallon, 65-gallon, or 95-gallon without impacting their rate, and Customers may select one (1) or two (2) Recycling Carts of any size without impacting their rate. [Two (2) Recycling Carts are included in the City’s basic service rate; there is not a discount for a Residential Customer selecting only one (1) Recycling Cart]. In addition to Cart service described above, the postcard shall include information on 3-yard Residential Stable Bedding and Manure Bins available to Residential Customers for Stable Bedding and Manure Service and the Contractor’s rates subject to the Applicable Maximum Rates as set forth in Attachment D, as may be adjusted per the terms of this Agreement. Contractor shall also coordinate with City to remind Customers about making these choices, and the Contractor’s rates subject to the Applicable Maximum Rates, by use of the City and Contractor’s websites and all available City and Contractor print and social media. If Customer makes no Cart size selection for one or more of the materials, Contractor shall provide the Customer with the existing Cart sizes (and/or 3-yard Residential Stable Bedding and Manure Bin, if applicable) that were provided by the previous contractor for Residential Recyclable Materials, Residential Food Scraps/Yard Trimmings/Stable Bedding and Manure, and Residential MSW. The postcard mailed to Residential Customers shall explain the default size of 95-gallons for Residential Recyclable Materials, Yard Trimmings/Food Scraps/Stable Bedding and Manure and MSW and inform Customers as to how to request different sized Containers, as well as associated Applicable Maximum Rates. Contractor shall purchase and distribute the new wheeled Carts described in Attachment E-2. The postcard shall also include a link to an online survey program that will allow the Customer to make an online selection for new cart sizes.
1.4.1.2. Survey of Residential Customers To Determine Extra Cart Sizes for Residential Customers with Extra Carts. Prior to the commencement of Collection operations on July 1, 2025, Contractor shall survey all Residential Customers with Extra Carts, based on a list provided by the previous contractor. For Residential Customers with Extra Carts, the two-part postcard or mailer shall also include the current sizes and material type of the Extra Cart(s) being provided by the previous contractor and the associated Applicable Maximum Rates for the Extra Cart(s). The postcard or mailer will provide the Residential Customers the opportunity to change the number of Extra Cart(s) they prefer as part of the mail-back portion of the two-part postcard or mailer. As described in Section 1.4.1.1, the basic Residential rate includes one (1) Residential MSW Cart with differing rates dependent on Cart size, one (1) or two (2) Recycling Carts of any size and one (1) Yard Trimmings/Food Scraps/Stable Bedding and Manure Cart of any size. The postcard or mailer shall explain that an Extra Cart charge shall occur upon the