Agenda packet — Los Altos Hills City Council, October 20, 2022 (part 4 of 5)

We would be happy to meet with you and Supervisor Simitian if such a meeting would help resolve any of these issues or concerns. If there are any questions regarding the specific SCP update comments attached, please contact our Planning Director Jonathan Lait at [email protected].

Sincerely,
Mayor Pat Burt
Cc Palo Alto City Council
City Manager Ed Shikada
City Attorney Molly Stump
Jonathan Lait/File

Page 520 of 802 ends

Mayor Giselle Hale 1017 MIDDLEFIELD ROAD
Vice Mayor Diana Reddy Redwood City, California 94063
Telephone (650) 780-7220
Council Members www.redwoodcity.org
Alicia C. Aguirre
Lissette Espinoza-Garnica
Jeff Gee
Diane Howard
Elmer Martinez Saballos
September 14, 2022
County of Santa Clara Housing, Land Use, Environment, and Transportation Committee (HLUET) Supervisor Mike Wasserman, Chairperson
Supervisor S. Joseph Simitian, Vice Chairperson
Public Comment for September 15, 2022 Regular Meeting Regarding Agenda Item #7, Stanford Community Plan
Submitted via email: [email protected]
Dear Chair Wasserman and Vice Chair Simitian,
On behalf of the City of Redwood City, we would like to comment on Agenda Item 7, the Stanford Community Plan. The City of Redwood City participated in the public process regarding the 2019 General Use Permit and remains very interested in future development plans for Stanford University. We value the University’s presence in Redwood City, and its contributions to the region. We also support efforts to ensure that future development complements – and does not undermine - work being done in Redwood City and throughout the region to meet critical needs for housing and transportation.

Fundamentally, we support the County’s efforts to ensure that new development does not burden adjacent communities. Updating the Community Plan after 20 years is a critical step, and we support County staff recommendations.

Based on our experience in striving to meet community needs for housing and circulation, we support including the following policies in the Community Plan:
• Trip-based standards, including peak period and reverse commute trips • Requiring construction of affordable housing to ensure housing is developed in a timely manner, rather than allowing for use of an in-lieu fee for affordable housing units We do not agree that housing built under the current GUP should be credited to a future GUP, or that Stanford should receive credit for housing that occurs off campus.

Thank you for considering our concerns and for your service.

Sincerely,
Giselle Hale, Mayor
Cc: Redwood City City Council
Kristina Loquist, Chief of Staff, Supervisor Simitian

Page 521 of 802 ends

COMMUNITY DEVELOPMENT DEPARTMENT

PLANNING DIVISION
500 Castro Street, P.O. Box 7540
Mountain View, CA 94039-7540
650-903-6306 | MountainView.gov
September 14, 2022
Jacqueline Onciano
Director of Planning and Development
County of Santa Clara
70 West Hedding Street, 10th Floor
San Jose, CA 95110

STANFORD UNIVERSITY COMMUNITY PLAN
Dear Ms. Onciano:

Thank you for the opportunity to review the latest information on the Stanford Community Plan.

This letter includes the City of Mountain View’s support and comments related to potential housing and transportation project-related impacts. While we detail specifics below, we are in support of the Stanford Community Plan. Stanford should provide a number of dwelling units commensurate with, and timing concurrent with, any growth in students, post-docs, or employees and should adopt strategies to eliminate any net new vehicle trips to the campus.

Housing
The City of Mountain View supports the Stanford Community Plan’s strategies to increase the supply and affordability of housing and balance housing needs with neighborhood conservation.

In particular, the City of Mountain View supports the following strategies included in the Stanford Community Plan:
“• Strategy No. 1: Increase the Supply and Affordability of Housing — Sub-Strategy 1A: Plan for an Adequate and Balanced Housing Supply — Sub-Strategy 1B: Facilitate and Expedite Needed Residential Development — Sub-Strategy 1C: Augment Affordability Programs and Funding • Strategy No. 2: Balance Housing Needs with Neighborhood Conservation” The City of Mountain View also has the following recommendations:
• Jobs/Housing Linkage: The County should ensure the Stanford Community Plan’s housing development is constructed concurrent with its academic development. Approval of significant new academic development without such assurance could exacerbate housing shortages by adding population without augmenting housing supply. The City of Mountain

Page 522 of 802 ends

Ms. Jacqueline Onciano
September 14, 2022

Page 2 ends

View has implemented this strategically through the East Whisman Precise Plan as noted later in this letter.
• Neighborhood Compatibility: The housing units required by Strategy No. 1 should not be scaled back; however, design and landscaping features to address neighborhood compatibility should be included.
• Affordable Housing Fees: We recommend setting the fees for both on- and off-campus development on the high end of the supportable range provided by the nexus study at the same time that the Stanford Community Plan is approved.

Transportation
The City of Mountain View is supportive of a Vehicle Miles Traveled (VMT) focused approach in addition to the long-standing “no net new commute trips” performance standard. The City of Mountain View supports the following performance standards that will allow Stanford to continue to grow while not substantially adding more traffic and VMT:
“• Vehicle Miles Traveled (VMT). Consistency with the VMT standards per SB 743 encourages alternative modes of transportation, such as walking and biking, better access to daily destinations, reduction in commute times, less sprawl, and will improve air quality resulting from less auto emissions. • No net new commute trips. This performance standard is defined as no additional trips above a measured base level during the AM and PM peak-hour (1 hour) and has been in effect since 2001. The AM and PM peak-period (3 hours or more) standard is new with this plan update and is during the peak commute time in the campus commute direction. This standard ensures that there will be no additional automobile trips over an established baseline determined by the Stanford Traffic Monitoring Program, which includes extensive data collection efforts, including cordon counts, parking counts, parking ratios, cut through traffic percentages, and trip credits recorded on an annual basis since 2001.
• Reverse Trips. This performance standard controls the growth in reverse commute trips so as to not contribute substantially to local area congestion. This applies to the peak hour (1 hour) and the peak period (3 hours).”
The City of Mountain View is also supportive of the Stanford Community Plan strategies for circulation and the policies and implementation measures for each strategy.

Page 523 of 802 ends

Ms. Jacqueline Onciano
September 14, 2022

Page 3 ends

Strategies For Implementation
The City of Mountain View has substantial experience with the translation of land use policies into implementation through its recent Precise Plans as discussed below. We would be happy to provide further input from our experience with these issues. • The East Whisman Precise Plan provides specific implementation strategies to link additional job growth with housing growth (i.e., jobs-housing linkage). It includes a Bonus Floor Area Ratio program to ensure the new development provides benefits and a JobsHousing Linkage Plan to facilitate residential development. The East Whisman Precise Plan can be found at www.mountainview.gov/depts/comdev/planning/activeprojects/ eastwhisman.asp.
• The North Bayshore Precise Plan provides specific implementation policies for aggressive Transportation Demand Management (TDM). It includes a peak-hour trip cap at each of the three main gateways, a maximum 45% single-occupancy vehicle mode share, parking maximums, and capital improvement projects that support alternative modes. The North Bayshore Precise Plan documents can be found at www.mountainview.gov/depts/ comdev/planning/activeprojects/northbayshore_/default.asp.

If you have any questions, please directstaff to contact Ela Kerachian at 650-903-6526 or by email at [email protected]. We look forward to continuing to work with the County on the project.

Sincerely,
Aarti Shrivastava
Assistant City Manager/Community Development Director
AS/EF/4/MGR/820-09-14-22L
cc: Board of Supervisors, Santa Clara County
Sylvia Gallegos, Deputy County Executive, County of Santa Clara Kristina Loquist, Chief of Staff, Office of County Supervisor Joe Simitian Charu Ahluwalia, County Stanford Program Manager,
Department of Planning and Development
Geoff Bradley, Consulting Project Manager, Stanford Community Plan Update Dawn Cameron, Public Works Director, City of Mountain View Kimbra McCarthy, City Manager, City of Mountain View

Page 524 of 802 ends

Page 525 of 802 ends

Page 526 of 802 ends

Page 527 of 802 ends

1 September 23, 2022
Santa Clara County Board of Supervisors
70 W. Hedding St.

San Jose, CA
Via email
Re: 9/27/22 Agenda Item #8: Stanford Community Plan Update Dear President Wasserman and Supervisors,
This represents the comments of Green Foothills on the Stanford Community Plan Update. Green Foothills supports the proposed amendments to the Stanford Community Plan and urges the Board of Supervisors to adopt the staff recommendations.

Specifically, Green Foothills submits comments on the following aspects of the Stanford Community Plan:

Academic Growth Boundary
The Academic Growth Boundary (AGB) protects the open space of the Stanford foothills from sprawling development. First approved in 2000, it divides the developed area of the Stanford campus from the open hillsides west of a line that primarily follows Junipero Serra Boulevard. Currently, the AGB cannot be modified without a supermajority (4/5) vote of the Board of Supervisors. However, that supermajority vote requirement expires in 2025. The Stanford Community Plan Update would extend the supermajority vote requirement for 99 years.

Stanford objects to this 99-year extension, arguing that it would prevent some future unspecified “transformative” project from being approved. However, it’s important to note that the 99-year extension is merely for the supermajority vote requirement. The AGB itself is not locked in place irrevocably for the next 99 years. Any future 4/5 majority of the Board could approve development outside of the AGB at any time. One would expect that if a project was truly “transformative” and worthy of being made an exception to the rule, 4 out of 5 Supervisors would agree on that; if not, it’s arguable that the project is not very “transformative” after all.

We would like to suggest for consideration two minor wording changes to the AGB section of the Growth and Development chapter:

Page 528 of 802 ends

2 Policy SCP-GD 3 (page 17 of the clean copy and page 24 of the tracked-changes copy of the Growth and Development Chapter) reads as follows: “Allow modification of the location of the AGB within 99 years only upon a four-fifths vote of the Board of Supervisors based upon the following factors . . .” At the August 31, 2022 Planning Commission meeting, Commissioner Vicki Moore suggested that this wording be changed to “Prohibit modification of the location of the AGB within 99 years unless upon a four-fifths votes of the Board of Supervisors based upon the follow factors . . .” We agree with Commissioner Moore’s reasoning that the suggested modification makes the intent of the requirement clearer, and would support this wording change.

Additionally, the last of the factors listed in Policy SCP-GD 3 is not in line with the other factors. The first four factors listed all establish findings that must be made prior to modification of the AGB (e.g. “Development of new academic facilities or housing cannot be feasibly accommodated within the boundaries of the existing AGB or on other property owned by Stanford in reasonable proximity to the Stanford campus”). The last factor, however, is not a finding but merely a criterion (“Implications of AGB expansion for resource conservation”) We suggest changing this wording to “AGB expansion will have no implications for resource conservation.”
Housing Chapter and Policies
Stanford has responded to the proposed changes to the Housing Chapter and its policies by requesting that the County allow greater flexibility in location of required housing. This request needs to be considered in light of the regional housing crisis and the County’s obligations under the Regional Housing Needs Allocation (RHNA). The County is being required to fulfill a RHNA mandate of 3,125 units of housing – an increase of over 1,000% from the previous RHNA cycle. Unlike every city within Santa Clara County, the County’s jurisdiction is almost exclusively rural.

Not only do the rural areas lack the necessary water and sewer services and infrastructure for dense housing development, but allocating new housing growth in the rural areas would be the very definition of residential sprawl. This would result in increased greenhouse gas emissions and traffic, loss of farmland, and impacts to wildlife connectivity. Furthermore, this is an issue of equity. State law requires jurisdictions to equitably distribute new housing, especially affordable housing, among resource-rich communities such as the Stanford area, not locate it all in low-income areas – such as rural agricultural communities.

Locating new housing for Stanford staff and students on the Stanford campus would not only avoid the problems of sprawl and inequity, but would allow residents to be within walking distance of their jobs and classes. They would be living in an area with accessible public transit, bike- and pedestrian-friendly streets, and rich opportunities for jobs and schools. This is, in every way, the ideal way to plan our future communities.

Page 529 of 802 ends

3 Thus, Stanford’s desire for more “flexibility” in location of housing means, in this case, flexibility to increase greenhouse gas emissions, to accelerate loss of farmland, and to increase inequity.

Stanford needs to do its fair share for our community and our region. Please approve the proposed update to the Stanford Community Plan.

Sincerely,
Alice Kaufman
Legislative Advocacy Director, Green Foothills

Page 530 of 802 ends

VIA EMAIL DELIVERY
September 26, 2022
Supervisor Mike Wasserman, President
Supervisor Cindy Chavez
Supervisor Otto Lee
Supervisor Susan Ellenberg
Supervisor Joe Simitian
70 West Hedding Street, East Wing, 10th Floor
San Jose, CA 95110
Dear President Wasserman and Members of the Board of Supervisors, For more than a year, Stanford University has worked productively with County Planning staff on the underlying studies and associated policies related to the Stanford Community Plan (SCP) updates – providing comprehensive feedback along the way. While there are many items in the SCP draft that we feel are more prescriptive than what would ordinarily be found in a general plan document, we have prioritized our feedback to focus on items of greatest concern related to housing, transportation, and municipal services that are critical for Stanford’s educational mission, as well as the university’s commitment to the community. Details are below.

1. Housing: Stanford agrees that net new academic development as part of a new General Use Permit (GUP) application should be balanced with the addition of new housing. Should it be desirable for Stanford to create new housing prior to a new GUP, for example to contribute to the large amount of housing assigned to Stanford lands in the County’s draft Housing Element, we believe it makes sense to allow Stanford to credit such housing towards future academic growth. This is exactly the kind of encouragement/barrier removal that the California Department of State Housing and Community Development department envisions to facilitate housing development. Policies acknowledging this credit could enable Stanford to accelerate housing contributions in such a situation.

2. Transportation: Stanford wants to continue to be a good neighbor and is willing to use trip-based metrics (e.g., reverse commute) alongside the Vehicle Miles Traveled standards and robust Transit Demand Management efforts. Fine-tuning the trip metric methodology and metric is, however, needed to ensure that new housing is not rendered infeasible through conditions that cannot be met. It is inevitable that new housing will generate some “reverse commute” household trips for things like errands, or a household member who works outside the university. Stanford should be encouraged, not penalized, for intensifying infill development near transit.

3. Municipal Services: Stanford has raised concerns regarding the underlying studies on Municipal Services, Childcare, and Graduate Student Housing. We first note that all three studies confirm that Stanford provides quality resources and services under each category, specifically that all the 26 Municipal Services studied at Stanford are equivalent, or exceed, those provided by cities – with no significant instances of unreimbursed costs. In the area of housing, Stanford is a regional standout, guaranteeing four years of housing for all undergraduates and housing 75 percent of all graduate

Page 531 of 802 ends

students. Regarding childcare, the combination of grants and tuition-reduction programs on a needsbased sliding scale make Stanford’s high-quality programs more accessible.

Stanford embraces the recommendations in the Municipal Services Study that call for better communication and transparency on services we provide. However, some recommendations are unnecessarily burdensome, requiring detailed data to be provided for all municipal services. Our other concern is around recommendations attempting to prescribe how services are provided. For example, we believe that our childcare centers should be able to use the accreditation method of their choice – NAEYC rather than QRIS (which is not yet widely used in California).

Another area of concern are policies regarding how Stanford should engage with the City of Palo Alto and the Palo Alto Unified School District (PAUSD) on funding agreements. Stanford has worked collaboratively with Palo Alto to establish funding agreements for various municipal services and believes it is important for the parties to have flexibility in how they choose to address mutual interests and areas of concern. In the case of PAUSD, just as we did in the context of the 2018 GUP process, Stanford will work proactively with the district to address any potential impacts on local schools as a result of future academic growth.

Finally, as we continue to consider the draft SCP policies that could potentially constrain new academic facilities and associated housing, redevelopment becomes more important and strengthens the university’s commitment to sustainability. To that end, Stanford appreciates the opportunity to work collaboratively with County Staff to ensure that administrative policies don’t hinder our ability to redevelop our existing campus square footage.

We appreciate the Board’s thoughtful consideration of our comments and respectfully ask that you direct staff to work with Stanford to ensure proper flexibility with accountability throughout all of the policies. Please reach out to our team with any questions.

Sincerely,
Erin Efner
Associate Vice President
Land Use & Environmental Planning
cc:

Charu Ahluwalia Sylvia Gallegos Jacqueline Onciano
Geoff Bradley Wendy Ho Jeff Smith
Betty Duong Kristina Loquist Christine Stavem
Mayra Flores Leza Mikhail

Page 532 of 802 ends

1 North San Antonio Road
Los Altos, California 94022-3087
September 27, 2022
Subject: Report on Stanford University Community Plan Update Dear Board of Supervisors,
I am writing on behalf of the Los Altos City Council to provide comment on the above-referenced Agenda Item 4 regarding the Report on Growth and Development, Land Use, Open Space, Resource Conservation, and Health and Safety chapters to be included in the Stanford Community Plan Update (“Report”). Thank you for the opportunity to do so. Thanks also to staff for putting together such a comprehensive report.

Like many jurisdictions that are in close proximity to the subject Stanford property, the City of Los Altos was involved in the public process for the 2019 General Use Permit. While Stanford University (the “University”) may have withdrawn its application for a new General Use Permit (“GUP”), Los Altos remains very concerned about the impacts of the University’s development on our community both today and in the future. Therefore, we believe its important that the Community Plan be rigorously updated, after more than 20 years of being on the shelf. It needs to be done prior to there being a new use permit under review.

Accordingly, we believe the staff recommendations contained in the Report are consistent with where the 2019 process left off, and we support those recommendations. We also have specific concerns about certain requests that we believe would weaken the effectiveness of policies in the Community Plan, including:
• removing the trip-based standards from the circulation chapter, including peak period and reverse commute trips;
• allowing for use of an in-lieu fee for affordable housing units when those fees are insufficient to actually result in the number of units needed; and
• allowing for housing built under the current GUP to be credited to a future GUP.

These concerns are born out of our experience from being a close neighbor (it is not often recognized that our downtown is less than 6 miles from the university campus). Los Altos has been directly impacted by the University’s acquisition of housing in Los Altos and resultant increase in traffic congestion on our streets. As we all know, affordable housing is a regional issue, and increasing opportunities for biking, walking, and transit are key to safer streets and cleaner air.

Thank you for hearing our concerns, and please support the staff recommendations addressing those concerns.

Sincerely,
______________________
Anita Enander
Mayor, City of Los Altos
cc: Members, Santa Clara County Board of Supervisors
Members, Los Altos City Council

Page 533 of 802 ends

Page 534 of 802 ends

students. Regarding childcare, the combination of grants and tuition-reduction programs on a needsbased sliding scale make Stanford’s high-quality programs more accessible.

Sincerely,
Erin Efner
Associate Vice President
Land Use & Environmental Planning
cc:

Charu Ahluwalia Sylvia Gallegos Jacqueline Onciano
Geoff Bradley Wendy Ho Jeff Smith
Betty Duong Kristina Loquist Christine Stavem
Mayra Flores Leza Mikhail

Page 535 of 802 ends

1 TOWN OF LOS ALTOS HILLS October 20, 2022
Staff Report to the City Council
SUBJECT: RECEIVE RECOMMENDATION FROM THE GREENWASTE AD HOC

COMMITTEE AND RESOLUTION AUTHORIZING THE CITY

MANAGER TO PROCEED WITH THE RECOMMENDATION FOR

CHANGES TO THE SOLID WASTE FRANCHISE AGREEMENT
FROM: Cody Einfalt, Management Analyst II
APPROVED: Peter Pirnejad, City Manager

RECOMMENDATION: That the City Council should:

Adopt the attached resolution accepting the recommendation from the GreenWaste Ad Hoc Committee, and authorizing the City Manager to work with GreenWaste to specifically:
- Update the definition of “driveway” to accommodate shared driveways in Town; - Engage with GreenWaste for them to conduct SB 1383 “Route-Reviews”; and - Forgo the service change back to a three-cart pick-up and proceed with the fallback option of limiting the annual rate adjustment on July 1, 2024 to CPI BACKGROUND:

On July 1, 2019, the Town of Los Altos Hills entered into a 15-year exclusive Franchise Agreement with GreenWaste Recovery, Inc. (GWR) for the collection of yard trimmings, recycling and compostable materials generated in the Town (Attachment 2). As a part of the new franchise agreement, the Town agreed to annual rate increases of 9% for the first 5 years of the agreement which would take place on July 1st of every year.

In response to the economic hardships associated with the pandemic, the Town requested that GWR defer one of the annual rate increases. On July 16, 2020, Amendment #1 to the Franchise Agreement was approved reducing the scheduled rate adjustment on July 1, 2020 from 9% to

2.45%, in exchange for adding a scheduled 9% rate adjustment on July 1, 2024 (Attachment 3).

Amendment #1 saved ratepayers an estimated $967,546 over the lifetime of the 15-year agreement.

Throughout the first year of the agreement, several of the changes brought on by the new contract triggered concerns from the public. In response, GWR and the Town engaged in negotiations in an attempt to resolve certain rate and service-related issues. The parties had not been able to resolve those issues when the Town received GWR’s request for consent for a transfer of the agreement on September 10, 2021.

MIP V Waste, LLC, a subsidiary of Macquarie Group, Ltd., an international financial group, had acquired a controlling interest in GWR. According to the existing franchise agreement with the Town, any transfer of a controlling interest for GWR must first be approved of by the Town.

Page 536 of 802 ends

Staff Report to City Council Page 2
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022
On November 18, 2021 the Town negotiated a 2nd amendment to the franchise agreement which gave consent to the transfer of control of the agreement to MIP V Waste, LLC. In exchange,several contractual service changes were made for the residents as well (Attachment 4). In particular, the Second Amendment called out six changes to the agreement and saved the ratepayers an estimated $4,348,582 over the lifetime of the 15-year contract.

The changes made in the Second Amendment:

1. Alter the scheduled July 1, 2022, 9% rate adjustment to a CPI increase

2. Alter the scheduled July 1, 2023, 9% rate adjustment to 7.52% plus CPI increase, not to exceed a total increase of 9%

3. Add six street segments (Aric Lane, La Paloma Road, Mora Drive, Page Mill Road, Ravensbury Avenue, and West Loyola Drive) to the Street Sweeping List.

4. Beginning reporting revenues monthly beginning January 2020

5. Granting the Town five additional opportunities to obtain current billing account, level of service information and route maps.

6. Commit the parties to negotiate in good faith toward revising the manner in which GWR provides collection services. The Franchise Agreement changed in the manner in which services were provided in Los Altos Hills due to anticipated changes in law. The anticipated changes in law did not fully occur as anticipated, and GWR and the Town have an opportunity to revise the service structure to be consistent with the manner in which services had been provided previous to the 2019 Franchise Agreement. In particular, GWR would provide customers with three carts and allow them to be placed at a location of their choosing, whether On-Premise, On-Street and/or Curbside or some combination thereof.

These changes may impose various new or different costs on GWR (and perhaps reduce others), and the Consent and Second Amendment includes a framework for the parties to work toward a revised collection program beginning July 1, 2023. Any revision to the Franchise Agreement that results from this process would be subject to approval of the City Council. Also, if the parties are not able to reach an agreement, the increase authorized for July 1, 2024 would be limited to a CPI increase.

In January 2022, Town staff met with the GreenWaste team to begin the conversation of revisiting the agreement. GreenWaste requested that the Town gather its recommendations on changes to the agreement no later than May 2022. This would give GreenWaste enough time to calculate the costs and potential changes to the rate structure and return to the Town Council before the end of the calendar year to receive consensus on whether potential changes will be implemented on July 1, 2023.

At the February 17, 2022, City Council meeting, Town staff recommended that the City Council form an Ad Hoc Committee of two members of the Council and three other residents of the Town to advise staff in the negotiations with GreenWaste as the two parties explore reverting back to the

Page 537 of 802 ends

Staff Report to City Council Page 3
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022
prior collection program. Mayor Tyson and Vice Mayor Swan were appointed as members of the Ad Hoc Committee (Attachment 5).

On March 10, 2022, the Councilmembers of the Ad Hoc Committee met for the first time to discuss which three members of the community they would invite to join in the ongoing discussions. The Councilmembers chose Town residents: Allan Epstein, Jay Shideler, and Kit Gordon.

The five members of the GreenWaste Ad Hoc Committee met with staff for the first time as a full group on April 8, 2022. The Committee had the following agenda:

1. Discuss full scope of issues that could be discussed and determine which items will/won’t be discussed (and why)

2. Identify priority issues and produce a list of topics to discuss at meetings with GreenWaste executive team, including considerations on why the issues are to be discussed.

3. Provide GreenWaste with list of priority topics in advance of next meeting To prepare for this meeting, the Ad Hoc Committee read through GreenWaste’s quarterly reports and created a list of service issues that could be addressed during the negotiation process. The list was forwarded to the GreenWaste team for a response.

On June 2, 2022, the Ad Hoc Committee reconvened, this time with GreenWaste in attendance.

The two parties discussed the list of service issues that was compiled at the previous meeting, specifically going over the pros and cons of each issue and how the issues may potentially be addressed. GreenWaste supplied the Committee a matrix of their findings (Attachment 6) which assisted the Ad Hoc Committee in determining which issues they should focus on to help the most residents Town-wide. At this stage in the process, the Committee only knew relative costs for each potential change, which are shown in the matrix provided by GreenWaste.

On June 22, 2022, the Ad Hoc Committee met to discuss which service changes would provide the biggest benefit to the residents of Town. The Committee decided that the following three service changes below were worth pursuing. The Committee forwarded this selection to the GreenWaste team and asked for a price breakdown to determine how much exactly these changes would impact the rate payers.

1. Update definition of “driveway” to accommodate shared driveways in Town

2. Engaging with GreenWaste to conduct SB 1383 compliant “Route Reviews”

3. Return to three cart set-out Town-wide, where Green carts can be collected alongside blue and grey carts.

On August 22, 2022, the Ad Hoc Committee came together to discuss a price breakdown that was provided to the group on the three service changes above (Attachment 7). The Committee agreed that service change item #1 regarding driveways and #2 regarding SB 1383 Route Reviews were cheap enough that the City Manager could sign off on these changes and pay for them with the existing operating budget for FY 2022-23.

Page 538 of 802 ends

Staff Report to City Council Page 4
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022
However, the Ad Hoc Committee found that the financial burden of transitioning back to the threecart set out (service change item #3) was too expensive for the Town to proceed. The Committee agreed that the ratepayers would not see the value of the rate increase that would be necessary to make this service change possible. Further, the Committee realized that the franchise fee would also not be enough to cover the expense. In this case, the Committee recommended that the Town forgo the service change back to a three-cart pick-up and proceed with the fallback option of limiting the annual rate adjustment on July 1, 2024, to CPI, as agreed upon in Amendment #2 of the Franchise Agreement. The original rate adjustment was scheduled to be 9%, the fall back option saved the Town an estimated $4.3 million over the life of the 15 year franchise agreement.

The Ad Hoc Committee met one last time on September 28, 2022, to review their final recommendation and prepared for the City Council meeting on October 20, 2022, to present their findings.

DISCUSSION:

An explanation of the three service changes pursued by the Ad Hoc Committee can be seen below.

1. Update definition of “driveway” to accommodate shared driveways There are situations in Town which two homes have driveways that share one access point off a main road and then split apart further up the shared driveway to each of their properties. Currently, GreenWaste measures drive-on rates from the point at which a driveway’s access point diverts from the main road, regardless of if it is providing access to one home or two.

The current drive-on rates as of July 1, 2022, are listed below:

The GreenWaste Ad Hoc Committee recommends that the definition of “driveway” be updated so that the measurement for drive-on service begins at the point at which the shared driveway splits into individual driveways. This would increase the equity of service by the rate payers. The GreenWaste team surveyed the Town and found that 22 homes would benefit from this definition change. In other words, should these 22 properties decide to pay for Drive-On service, they would be charged the rates above from the point at which their individual driveway diverts from the point of separation from the shared driveway.

An important distinction is that once an access point off a main road provides ingress/egress to three properties or more, this is no longer a “driveway.” GreenWaste services these homes as apart for their Small-Truck-Only Service Area.

Page 539 of 802 ends

Staff Report to City Council Page 5
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022

2. Engaging with GreenWaste to conduct SB 1383 compliant “Route Reviews” One of the jurisdictional requirements of the recently enacted SB 1383 law, is that jurisdictions need to conduct compliance reviews, or “Route-Reviews”, throughout the year. These route reviews would consist of periodically and randomly checking the contents of resident’s bins once they are pulled onto the street for pick-up to ensure that material (garbage, compostable material, recycling, etc.) are being separated correctly into their proper bins.

The majority of jurisdictions in Santa Clara County have partnered with their garbage company to conduct these route reviews. The Ad Hoc Committee recommends that the Town follow suit and partner with GreenWaste to conduct these reviews for the Town. The findings of these reviews are only shared with CalRecycle.

3. Return to three cart set-out Town-wide, where Green carts can be collected alongside blue and grey carts.

When the current franchise agreement was executed, the final ruling of SB 1383 had not yet been completed. At the time when the specifics of the agreement were being negotiated, it was understood in the garbage industry that collection of yard waste (Green Cart) and mixed compostable material (Grey Cart) were not permitted to be mixed in the same truck at the point of collection. In other words even with a split-body truck, GreenWaste would need multiple trucks to service every property in Town.

This dated understanding of SB 1383 was what forced GreenWaste to create the SmallTruck-Only Service Area (Attachment 8). Rather than purchasing additional small trucks to service the Green Carts in small road areas of Town, residents in these areas were now required to bring their Green Carts to a collection point off a main road or pay for drive-on service.

It has been several years since the implementation of SB 1383, and CalRecycle has since specified that as long as the material being picked up is processed at a high-efficiency Material Recovery Facility (MRF), co-collection is allowed on-site. GreenWaste’s MRF meets the standards of a high-efficiency facility, meaning that GreenWaste is permitted to use the same truck to service a property and further meaning that the Town could transition back to having all residents being able to have their Green Carts serviced curbside, rather than at collection points.

However, making this transition is costly for a 15-year contract that is already been operating for several years. At the execution of the contract in 2019, GreenWaste had made several large capital purchases (large garbage trucks) based on the service program that was agreed upon at that time. In order to transition back to a three-cart service Town-wide, GreenWaste identified that they would need to purchase a smaller garbage truck to service the Small Truck Only Area, hire an additional driver, and factor in the more expensive processing of the mixed material.

Page 540 of 802 ends

Staff Report to City Council Page 6
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022
GreenWaste provided the Ad Hoc Committee a proposal for this potential change, which the Committee reviewed. The Committee concluded that the amount GreenWaste was asking to make this service change was not justified for how many residents would benefit for the remaining term of the franchise agreement.

The Ad Hoc Committee recommended that the Town forgo the return to the three-cart pick-up and proceed with the fallback option of limiting the annual rate adjustment on July 1, 2024 to CPI.

Below is a table tracking CPI in the San Francisco Bay Area. As of August 2022, CPI is at 5.7.

Source: https://www.bls.gov/regions/west/news-release/consumerpriceindex_sanfrancisco.htm ENVIRONMENTAL REVIEW:

Acting upon the recommendation from the GreenWaste Ad Hoc Committee is exempt from California Environmental Quality Act (CEQA) due to their work not being defined as a “project” under CEQA.
2022 CITY COUNCIL STRATEGIC PRIORITIES:

Engaging with GreenWaste on potential service changes to the current franchise agreement was identified by the Council as one of their goals for 2022, specifically to increase the effective service delivery and governance by improving contract management.

FISCAL IMPACT:

The recommendation from the Ad Hoc Committee is that the City Manager move forward with the two changes to the agreement, specifically, updating the definition of “driveway” to accommodate shared driveways, and engaging with GreenWaste to conduct SB 1383 compliant “Route Reviews”.

According to the proposal put together by GreenWaste, updating the driveway definition would cost $12,600 annually, and to partner with GreenWaste for the Route Reviews would cost $4,265 annually. Together, $16,865 annually for the remaining duration of the franchise agreement. The total cost over the life of the franchise agreement would be estimated at $168,650.

The annual amount is under the City Manager’s signing authority, and there are funds in the FY 2022-23 Operating budget to cover the expense. By approving the proposed recommendation, the

Page 541 of 802 ends

Staff Report to City Council Page 7
GreenWaste Ad Hoc Committee Recommendation
October 20, 2022
Council is authorizing the expenditure of the annual increase over the remaining term of the franchise agreement, which is set to expire on June 30, 2034.

ATTACHMENTS:

1. Resolution

2. 2019 Solid Waste Franchise Agreement with GreenWaste Recovery, Inc.

3. First Amendment to the Franchise Agreement

4. Nov 18, 2021, Staff Report - Second Amendment to the Franchise Agreement

5. Formation of the Ad Hoc Committee

6. Matrix of Possible Service Changes from GreenWaste

7. Price Breakdown on Potential Service Changes

8. Small-Truck-Only Service Area Map

Page 542 of 802 ends

Resolution __ -22 Page 1
RESOLUTION __ -22

RESOLUTION AUTHORIZING THE CITY MANAGER TO PROCEED WITH THE

RECOMMENDATION FOR CHANGES TO THE SOLID WASTE FRANCHISE AGREEMENT BASED ON THE GREENWASTE AD HOC COMMITTEE’S

RECOMMENDATION
WHEREAS, on July 1, 2019 the Town of Los Altos Hills entered into a Solid Waste Franchise Agreement with GreenWaste Recovery, Inc; and
WHEREAS, the agreement was amended twice, first on July 16, 2020 and then again on November 18, 2021; and
WHEREAS, throughout the first year of the agreement, several of the changes brought on by the new contract triggered concerns from the public. In response, GreenWaste and the Town engaged in negotiations in an attempt to resolve certain rate and service-related issues; and WHEREAS, as a part of the Second Amendment a commit was made for the parties to negotiate in good faith toward revising the manner in which GreenWaste provides collection services; and WHEREAS, an Ad Hoc Committee of the City Council was formed to investigate the Franchise Agreement and make a recommendation to Council on how the Town should proceed; and WHEREAS, the City Council acceptes the Ad Hoc Committees recommendation as the direction for the Town.

NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby authorizing the City Manager to proceed with the recommendations from the GreenWaste Ad Hoc Committee, specifically to:
- Update the definition of “driveway” to accommodate shared driveways in Town; - Engage with GreenWaste for them to conduct SB 1383 “Route-Reviews”; and - Forgo the service change back to a three-cart pick-up and proceed with the fallback option of limiting the annual rate adjustment on July 1, 2024 to CPI The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on 20th of October 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

By:

George Tyson, Mayor
Attachment 1

Page 543 of 802 ends

Resolution __ -22 Page 2
ATTEST:
_____
Deborah L. Padovan, City Clerk

Page 544 of 802 ends

Franchise Agreement Between
the Town of Los Altos Hills and GreenWaste Recovery, Inc. for Collection and Processing of Mixed Yard Trimmings, Recyclable Materials and Yard Trimmings
This Mixed Compostable Materials, Recyclable Materials and Yard Trimmings Collection Franchise Agreement (“ Agreement”) is made and entered into this ___ day of June, 2019 (“ Effective Date”) by and between the Town of Los Altos Hills, a general law city of the State of California Town”) and GreenWaste Recovery, Inc., a California corporation (“ Franchisee”).

RECITALS
A. The effective and orderly handling of solid waste is an essential component of public safety and health. Balanced regional waste management and planning must be maintained and developed so as to safeguard public health, optimize the use of limited natural resources and insure the efficient and orderly collection and processing of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings and proper disposal of the residual remaining from processing these materials.

B. It is desirable that the public recognize its ultimate responsibility to reduce, recycle and support the proper management of all wastes in an environmentally sound manner and that collection rates must be established at levels which are commensurate with the cost of carrying out that responsibility and attributed equitably to the various users of such services.

C. Pursuant to powers expressly granted to cities and counties in Article XI, Section 7 of the California Constitution, and also set forth in California Public Resource Code Sections 40059 and 49300, Town has the authority within its jurisdiction to regulate the handling of solid waste. Town accordingly enters into this Agreement pursuant to the above authority and pursuant to Town Municipal Code, Chapter 3, Title VI.

D. The parties originally entered into an eight -year Agreement in 2008 and subsequently extended the Agreement for three years in 2015. The current Agreement expires June 30, 2019.

E. The parties have met and agreed to modify various provisions of the current Agreement and now desire to enter into this new Agreement to incorporate such modifications into this Agreement.

As of the date first written above, this Agreement shall supersede and replace in its entirety the current Agreement.
28th
Attachment 2

Page 545 of 802 ends

6/ 28/ 2019 1 LAH-19agmt

AGREEMENT
In consideration of the mutual covenants, agreements and conditions contained herein, the parties agree as follows:

ARTICLE 1

DEFINITIONS
The definitions set forth in this Article 1 shall govern the interpretation of this Agreement.

1.1. Additional Services – “ Additional Services” shall mean recurring weekly collection services beyond the Base Services package that are available by request from Service Recipients and provided at a recurring additional charge. Additional services are provided on the normal day of collection and include but are not limited to the following: the provision of additional Mixed Compostable Materials Carts as set forth in Section 5.3.1; additional Recyclable Materials Carts as set forth in Section 5.4.2; and additional Yard Trimmings Carts as set forth in Section 5.5.2. Initial rates for Additional Services are specified in EXHIBIT B.

1.2. Agreement - “ Agreement” shall mean this Franchise Agreement, including all Exhibits and any future amendments thereto, between the Town of Los Altos Hills and GreenWaste Recovery, Inc., for Collection and Processing of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings.

1.3. Applicable Law – “ Applicable Law” means all federal, state, local or other laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the collection, transportation, processing, and/or marketing of Recyclable Materials, Garbage, Mixed Compostable Materials, Yard Trimmings or other materials included under this Agreement that are in force on the Effective Date and as may be enacted, issued, amended or modified during the Term of this Agreement.

1.4. Base Services – “ Base Services” means a package of services provided by Franchisee to subscribing Residential Service Recipients that includes Curbside collection of one (1) Mixed Compostables Cart and one (1) Recyclable Materials Cart and up to two (2) Yard Trimmings Carts. Initial rates for Base Services are specified in EXHIBIT B.

1.5. Bins – “ Bins” means a Container with capacity of approximately one (1) to eight ( 8) cubic yards, with a hinged lid, and with wheels ( excluding six (6)- and eight (8)- yard bins, as appropriate), that is provided by Franchisee and serviced by a front-end loading or rear-end loading collection vehicle.

1.6. Bin-by-the-Day Services – “ Bin-by-the-Day Services” means a Bin that is provided for up to seven 7) days that is used for the collection of Mixed Compostable Materials, Recyclable Materials and/ or Yard Trimmings. Bin-by-the-Day Services would be used by Service Recipients for the Collection and Processing disposal of Bulky Goods and/or Processing of oversized Yard Trimmings that would not fit into a Recyclable Materials Cart or Yard Trimmings Cart. For billing purposes, all Bin-bythe-Day Services are classified as Extra Services under this Agreement. Initial rates for Bin-by-theDay Services are specified in EXHIBIT B.

1.7. Bulky Goods – “ Bulky Goods" means items weighing less than two hundred ( 200) pounds in weight that require special collection due to their size or nature and can be collected by one person without the assistance of special loading equipment ( such as forklifts or cranes) and without violating vehicle load limits. Bulky Goods may include the following items: discarded furniture; carpets; mattresses; household appliances including refrigerators, ranges, washers, dryers,

Page 546 of 802 ends

6/ 28/ 2019 2 LAH-19agmt
water heaters, and dishwashers and other similar items ( commonly known as " white goods"); or other items too large to fit in a Mixed Compostable Materials Cart; electronic equipment such as stereos, televisions, computers, VCRs and other similar items that may contain lead or mercury and/or are too large to fit inside a Recyclables Container. Bulky Goods does not include abandoned vehicles, tires, large motor vehicle parts or any subassembly, component, or part thereof, commercial or industrial equipment, construction wastes , or any Hazardous Materials.

1.8 Cans – “Cans” means a plastic Container with a capacity of approximately thirty-five (35) to forty-five (45) gallons that is provided by Service Recipients to set out Excess Materials.

1.9 Carts – “ Carts” means a plastic Container with a hinged lid and wheels with a capacity of approximately twenty ( 20), thirty-five (35), sixty-five (65), or ninety-five (95) gallons that is provided by Franchisee and serviced by an automated or semi-automated collection vehicle.

1.10 Change in Law – “ Change in Law” means any of the following events or conditions that has a material and adverse effect on the performance of the Parties of their respective obligations under this Agreement ( except for payment obligations):
a) The enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the Effective Date; or
b) The order or judgment of any governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence by Town or of the Franchisee, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting party in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as a willful or negligent action, error or omission or lack of reasonable diligence.

1.11 Composting –“ Composting” means the controlled decomposition of organic materials.

1.12 Construction and Demolition Debris - “Construction and Demolition Debris” includes debris and other materials resulting from the construction or demolition of buildings and other structures; and concrete, asphalt, rock and dirt.

1.13 Containers – “ Containers” means Bins and Carts provided by Franchisee for use by Service Recipients under this Agreement.

1.14 Contamination – “ Contamination” means the (i) percentage by weight of Non-Recyclable Materials in Recyclable Materials set- out for collection and/or (ii) the percentage by weight of NonComposta ble Materials in Compostable Materials or Yard Trimmings set out for collection.

1.15 Contract Year – “ Contract Year” means the twelve (12) month period from July 1 to June 30.

1.16 Curbside Area – “Curbside or Curbside Area” means an area where Residential Service Recipients Set -out Locations are accessible by a standard collection vehicle where Recyclables Material Carts, Mixed Compostable Carts and/or Yard Trimmings Carts Set-out Locations are within ten (10) feet of the accessible roadway such that they can be collected without requiring the driver walk or drive more than ten (10) feet beyond the accessible roadway. Yard Trimmings will only be collected Curbside. A list of roads in the Town where set -out is considered Curbside is attached as EXHIBIT K. To serve the best interest of Service Recipients that may present unique circumstances regarding their Set -out Locations and particular roads or road segments, the City Manager and Franchisee

Page 547 of 802 ends

6/ 28/ 2019 3 LAH-19agmt
mutually agree to finalize a list of Curbside and Small-Truck-Only Areas in EXHIBIT K by January 1, 2020.

1.17 Debris Box Services – “ Debris Box Services” means Container service in excess of eight ( 8) cubic yards, for the collection of Mixed Compostable Materials, Recyclable Materials, Yard Trimmings, Construction and Demolition Debris or other materials . For billing purposes, all Debris Box Services are classified as Extra Services under this Agreement. Initial rates for Debris Box Services are specified in EXHIBIT B.

1.18 Designated Disposal Site – “ Designated Disposal Site” means the Newby Island Landfill to which Franchisee is directed by Town to transport all residue to be disposed from materials collected under this Agreement pursuant to the terms of the Agreement for Disposal of Municipal Solid Waste between the Town and International Disposal Corp. of California entered into as of April 11, 1989, subject to the provisions in Section 8.1.1 of the Agreement.

1.19 Drive- on Service – “ Drive-on Service” means fee-based On-Premise collection service that may be provided to Residential Service Recipients that request or require a collection vehicle to drive On - Premise to collect Recyclable Materials and Mixed Compostable Materials that have been set out for collection. Monthly Drive-on Service charges are assessed based on one-directional distance and are determined by measuring either ( a) the distance between the closest Curbside Area and (i) the actual Container Set -out Location or (ii) the furthest point that a collection vehicle can drive if Walk-on Service is also provided if the collection vehicle is not required to first pass through a Small -TruckOnly Area ; or (b) the distance between the boundary of the On-Street location in the Small-TruckOnly Area and (i) actual Container Set -out Location or (ii) the furthest point that a collection vehicle can drive if Walk-on Service is also provided if the collection vehicle is first required to pass through a Small-Truck-Only Area. Drive-on Service is not available for the collection of Yard Trimmings.

Initial rates for Drive-on Service are specified in EXHIBIT B.

1.20 Excess Materials – “ Excess Materials” means materials collected from the Service Recipient where the materials set out for collection on a one time or non-recurring basis is above the normal recurring subscription volume for Base Services and any Additional Services and/or exceeds the capacity of the container when its lid is closed. Collection of Excess Materials is provided at a non-recurring additional charge to the Service Recipient. Excess Materials includes Excess Mixed Compostable Materials, Excess Recyclable Materials and Excess Yard Trimmings that are collected on the normal day of collection. Initial rates for the collection of Excess Materials are specified in EXHIBIT B.

1.21 Extra Services – “ Extra Services” means services described in Sections 5.3.5, 5.7.2, and 5.9, which are requested by the Service Recipient above the normal services on a one time or non-recurring basis, and which are provided at a non -recurring additional charge to the Service Recipient. Extra Services includes service to collect Extra Mixed Compostable Materials on a day other than the normal day of service, Bulky Goods collection, Debris Box Services or Bin-by-the-Day Services that may or may not be on the normal day of service. Initial rates for the Extra Services are specified in EXHIBIT B.

1.22 Force Majeure – “ Force Majeure” means acts of God, fire, landslides, storms, floods, earthquakes, epidemics, civil disturbances, strikes, lockouts or other industrial disturbances, acts of the public enemy, war, blockades, public riots, accidents to equipment that are not the fault of Franchisee through lack of maintenance, negligence or otherwise, governmental restraint, unavailability of a disposal site, and any other event which could not with reasonable diligence be controlled or prevented by the party affected by the event.

Page 548 of 802 ends

6/ 28/ 2019 4 LAH-19agmt

1.23 Franchise Area – “ Franchise Area” means the entire area within the city limits of Town at the time of execution of the Agreement, and any areas that may be annexed to Town during the term of this Agreement.

1.24 Franchisee – “ Franchisee” means GreenWaste Recovery, Inc.

1.25 Garbage – “ Garbage” means putrescible wastes including kitchen and table food wastes; food soiled paper, animal or vegetable wastes resulting from storage, preparation, cooking, processing, or handling of food or food stuffs; non-putrescible wastes that are mixed in the same container with or are contaminated by putrescible wastes; infectious wastes, such as used tissues, which are normally produced at residential premises; small dead animals not exceeding ten (10) pounds in weight; and any putrefactive or easily decomposable waste material which is likely to attract flies, vermin, birds or rodents. Garbage does not include Recyclable Materials, Yard Trimmings, Manure, or Hazardous Materials.

1.26 Hazardous Materials – “ Hazardous Materials” means any material or combination of materials which because of its quantity, concentration, or physical, chemical or infectious characteristics may either: ( a) cause or significantly contribute to an increase in mortality or an increase in serious irreversible, or incapacitating reversible illness; or (b) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported or disposed of or otherwise managed. Hazardous Materials include, but is not limited to, hazardous wastes as defined under California or United States law or any regulations promulgated pursuant to such law, as such law or regulations may from time to time be amended.

1.27 Holidays – “ Holidays ” shall mean January 1, Thanksgiving Day, and December 25.

1.28 Manure – “ Manure” means stable matter (and other waste matter normally accumulated in stables or in livestock or poultry enclosures), and does not include Recyclable Material, Yard Trimmings ( unless collected as Compostable Material) or Hazardous Materials.

1.29 Mixed Compostable Materials – “ Mixed Compostable Materials” also referred to as gray materials means ( i) Garbage and/or Manure that is separated from Yard Trimmings and collected Curbside or (ii) Garbage, Yard Trimmings and Manure that are collected On-Premise. Mixed Compostable Materials do not include Recyclable Materials or Hazardous Materials.

1.30 Non-Collection Notice – “ Non-Collection Notice” means a two-part form used to notify a Service Recipient of the reasons for not collecting Mixed Compostable Materials, Recyclable Materials and Yard Trimmings set out by the Service Recipient for collection by Franchisee pursuant to Section

5.1.4 of this Agreement.

1.31 Non-Compostable Materials – “ Non-Compostable Materials” means those Garbage, Yard Trimmings and/or Manure that have been separated by Service Recipients from Recyclable Materials and are collected by Franchisee and delivered for Processing that require disposal because they are:
a) Not acceptable Mixed Compostable Materials, or
b) Are acceptable Mixed Compostable Materials but are:
i. Too large to compost in a commercial Composting facility without additional resource inputs that are not commercially reasonable or feasible, or ii. Covered, wrapped, sealed or soiled with or by a material or material( s) that inhibits or prevents Compostability, or
iii. Not able to fully compost in a commercial Composting facility in a commercially reasonable timeframe.

Page 549 of 802 ends

6/ 28/ 2019 5 LAH-19agmt

1.32 Non-Recyclable Materials – “ Non-Recyclable Materials” means those materials that have been separated by Service Recipients from Garbage, Yard Trimmings or Mixed Compostable Materials and are collected by Franchisee and delivered for processing that require disposal because they are:
a. Not Acceptable Recyclable Materials pursuant to EXHIBIT A, or b. Are Acceptable Recyclable Materials but are:
i. Not free of food/liquid, or
ii. Free of food/liquid but:

1. Are smaller than two (2) inches to two and one-half (2.5) inches and/or are not recoverable using industry-standard processing equipment or otherwise commercially reasonable methods, or

2. Where no commercially reasonable market exists for their disposition to be purchased as commodities and recycled.

1.33 Non-Residential Service Recipient – “ Non-Residential Service Recipient” means a business, school, church or other commercial enterprise, which subscribes for service by Franchisee. Non -Residential Service Recipients generating less than ninety-six (96)-gallons (up to three (3) cans) of Mixed Compostable Materials and Yard Trimmings per week may subscribe for service as Residential Service Recipients.

1.34 Notice of Improper Set -out – “Notice of Improper Set -out ” means a two -part form used to notify Service Recipient( s) that Mixed Compostable Materials, Recyclable Materials and Yard Trimmings have not been properly prepared, and to notify Service Recipient( s) how to properly prepare materials for collection by Franchisee pursuant to this Agreement as mutually agreed to by City Manager and Franchisee.

1.35 On-Premise – “ On-Premise” means the collection location is on property that is privately owned and/or maintained, in whole or in part and two (2) or fewer Service Recipients receive collection services via such real property. Drive-on Service and Walk-on Service are On-Premise services.

Mixed Compostable Materials and Recyclable Materials may be collected On-Premise. Yard Trimmings are not collected On-Premise.

1.36 On-Street – “ On-Street” means a collection location within a Small-Truck-Only Area where material is set-out for collection along the frontage of a Residential Service Recipient’ s real property that is within ten (10) feet of the real property that is privately owned and/or maintained, in whole or in part, where Franchisee’ s collection vehicle is traveling to provide collection services to other Service Recipients in the Small-Truck-Only Area. Mixed Compostable Materials and Recyclable Material may be collected On-Street, Yard Trimmings are not collected On-Street.

1.37 Payment for Extra Services – “ Payment for Extra Services” means remuneration to Franchisee for services provided pursuant to Sections 5.3.5, 5.7.2, and 5.9.

1.38 Recyclable Materials – “ Recyclable Materials ” also referred to as blue materials means those materials designated in EXHIBIT A of this Agreement that have been separated by the Service Recipient from other discards including Garbage and Yard Trimmings or Mixed Compostable Materials and set-out for collection as Recyclable Materials. Recyclable Materials may be either a mixed stream of commingled Acceptable Recyclable Materials, or a stream consisting of a single type of acceptable Recyclable Materials (such as cardboard). The parties may, by mutual written agreement, add additional materials or remove materials from EXHIBIT A and pursuant to Section

10.4 of this Agreement. Recyclable Materials includes small dry-cell batteries and compact fluorescent light bulbs in sealed ( e.g., Zip-Lock) plastic bags, but no more than one bulb may be placed in each bag, and excludes compact fluorescent lamp tubes, and shall place these items on

Page 550 of 802 ends

6/ 28/ 2019 6 LAH-19agmt
top of (not inside) their Recyclable Materials Container. Recyclable Materials does not include Garbage, Yard Trimmings, Manure or Hazardous Materials.

1.39 Residential Service Recipient – “ Residential Service Recipient” means all residences; and may also mean business which generate less than ninety-six (96) gallons ( or not more than three (3) thirty-two 32) gallon cans) of Mixed Compostable Materials and Yard Trimmings per week.

1.40 Residue – “ Residue” means all Non-Recyclable Materials and all Non-Compostable Materials remaining after processing and/ or Composting that require Disposal.

1.41 Set -out Location – “ Set -out Location” means the location where a Service Recipient places their Containers for collection that may be either Curbside, On-street or On-Premise.

1.42 Service Rates – “ Service Rates ” means the rates charged to a Service Recipient for services provided by Franchisee pursuant to this Agreement. Initial Service Rates in effect at the beginning of this Agreement are specified in EXHIBIT B.

1.43 Service Recipient – “ Service Recipient” means any residence or business located in Town which subscribes to collection services by Franchisee pursuant to Article 5 of this Agreement; and includes services to Town pursuant to Section 5.12.

1.44 Small- Truck-Only Area – “Small-Truck-Only Area” means an area where access to Residential Service Recipients premises and/ or Set- out Locations require Franchisee use a smaller collection vehicle; where Service Recipients request a smaller vehicle; where Franchisee’ s collection vehicle must leave a road designated as Curbside and travel onto or traverse more than ten (10) feet onto real property that is privately owned and/or maintained, in whole or in part; and/or where three 3) or more Residential Service Recipients receive collection services. A Residential Service Recipient may receive On-Premise collection services within a Small-Truck-Only Area. A Small-Truck-Only Area may lose its designation if a Residential Service Recipient( s) prevents Franchisee from driving onto such private property and/or if fewer than three (3) Residential Service Recipients receive collection services in the area, in which case collection services will either become Curbside or On-Premise. Mixed Compostable Materials and Recyclable Materials may be collected in Small-Truck-Only Areas. Yard Trimmings are not collected in Small-TruckOnly Areas. A list of roads in the Town where set -out is considered a Small-Truck-Only Area is attached as EXHIBIT K. To serve the best interest of Service Recipients that may present unique circumstances regarding their Set-out Locations and particular roads or road segments, the City Manager and Franchisee mutually agree to finalize a list of Curbside and Small-Truck-Only Areas in EXHIBIT K by January 1, 2020.

1.45 Town – “ Town” means the Town of Los Altos Hills.

1.46 Town Representative – “ Town Representative” means the City Manager, or such Town employee as the City Manager may designate.

1.47 Yard Trimmings – “ Yard Trimmings” also referred to as green materials means tree trimmings that are less than six (6) inches in diameter, shrubbery prunings, vegetative garden wastes, dead plants, weeds, leaves, grass clippings and other vegetative matter. Yard Trimmings also means Christmas trees that are cut to lengths of not more than five (5) feet, and which are free of plastics or other contaminants. Yard Trimmings does not include Recyclable Materials, Garbage, Manure or Hazardous Materials.

Page 551 of 802 ends

6/ 28/ 2019 7 LAH-19agmt

1.48 Yard Trimmings Collection – “ Yard Trimmings Collection” means the collection of Yard Trimmings from Service Recipients as set forth in Section 5.5.

1.49 Yard Trimmings Containers – “ Yard Trimmings Containers ” means rigid containers provided by the Service Recipient, the combined weight of the container and the Yard Trimmings shall not exceed sixty (60) pounds; or wheeled carts provided by the Franchisee for collection of Yard Trimmings.

1.50 Walk-on Service – “ Walk-on Service” means fee-based On-Premise collection service that may be provided to Residential Service Recipients where Recyclable Material and/or Mixed Compostable Materials are set-out for collection On-Premise or in a location that is greater than ten (10) feet from where a collection vehicle can reasonably access, where the Containers are not easily accessible by the collection vehicle, or where the service is requested by the Service Recipient. Monthly Walk-on Service charges are assessed based on one-directional distance and are determined by measuring the distance between ( i) the location where the collection vehicle stops and the driver dismounts and (ii) the location where the Containers are located. If Walk-on Services are provided to Containers that are in more than one location and the one-directional distance is different between set -out locations, Walk-on Services will be charged based on the distance for each Container. Walk-on Service is not available for the collection of Yard Trimmings. Initial rates for Walk-on Service are reflected in EXHIBIT B.

1.51 Working Day – “ Working Day” means Monday through Saturday.

ARTICLE 2

TERM OF AGREEMENT

2.1 Term – The Term of this Agreement shall be from July 1, 2019 to June 30, 2034, subject to Article 17 of this Agreement. Collection services shall commence on July 1, 2019.

ARTICLE 3

EXCLUSIVE PRIVILEGE

3.1 Grant of Exclusive Franchise to Franchisee – Pursuant to California Public Resources Code Sections 40059 and 49300, Town hereby grants to Franchisee the exclusive franchise to perform the Residential, Non-Residential and Debris Box collection services described in Article 5 for the Term of this Agreement.

A. Collect and transport for recycling and composting all Mixed Compostable Materials generated in the Franchise Area, subject to the conditions, restrictions and covenants of this Agreement.

B. Collect and transport for processing all Recyclable Materials generated in the Franchise Area, subject to the conditions, restrictions and covenants of this Agreement.

C. Collect and transport for processing all Yard Trimmings generated in the Franchise Area, subject to the conditions, restrictions and covenants of this Agreement.

3.2 Exceptions – The exclusive franchise granted to Franchisee to perform collection services does not extend to any of the following, and Town expressly reserves the right to allow other service providers, by contract or otherwise, to perform any or all of the following in Town:

A. Collection and processing of any recyclable materials not specifically included in the definition of Recyclable Materials, which have value equal to or more than the cost of collection, including scrap wood, individual pieces of scrap metal weighing more than forty 40) pounds, and other Recyclable Materials . Other persons or service providers shall maintain the right to pay Service Recipients for source separated Recyclable Materials and

Page 552 of 802 ends

6/ 28/ 2019 8 LAH-19agmt
Service Recipients may receive compensation for such materials; however, other persons or service providers may not receive payment or compensation of any type by the Service Recipient for the collection or processing of such materials.

B. Collection of grease wastes from grease traps or grease interceptors.

C. Collection of horse manure from residences or non-residential properties.

D. Collection of Hazardous Materials.

E. Collection of Non-Hazardous Materials that is greater than fifty percent ( 50%) liquid including septic tank pumpings, and other liquid wastes).

3.3 Recycling Options of Service Recipients – Nothing in this Agreement shall be construed as requiring Service Recipients to set out Recyclable Materials or Bulky Goods for collection by Franchisee. Service Recipients may dispose of Recyclable Materials and Bulky Goods through other appropriate means including, but not limited to, taking Recyclable Materials or Bulky Goods to drop -off facilities, and donating or selling Recyclable Materials or Bulky Goods to private or public entities.

3.4 Commingling of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings .

3.4.1 Commingling of Town Mixed Compostable Materials with Recyclable Materials and Yard Trimmings – Franchisee shall not commingle, in the collection vehicles or at the processing facility or otherwise, any Mixed Compostable Materials collected pursuant to this Agreement with any Recyclable Materials separated for collection by the resident pursuant to this Agreement, unless specifically approved in advance in writing by the City Manager.

3.4.2 Commingling of Non-Town Recyclable Materials and Yard Trimmings – Franchisee may commingle, in the collection vehicles, Mixed Compostable Materials, Recyclable Materials or Yard Trimmings collected pursuant to this Agreement with any materials collected by Franchisee from any place outside Town, only if Franchisee can continue to provide accurate and complete data, and audited records of the types and amounts of Recyclable Materials and Yard Trimmings collected from within and outside Town.

3.5 Use of Recycled Products – Franchisee is requested to use, wherever feasible in the performance of services under this Agreement, products or materials which contain recycled materials content. Franchisee is requested to report their use of recycled content products to Town.

ARTICLE 4

TRANSITION SERVICES

4.1 Technical Proposal and Transition Plan – Franchisee has provided a detailed Technical Proposal and Transition Plan that reflects a new approach to providing collection and processing services that will continue to position the Town at the forefront of solid waste management, will maximize diversion, and move toward a cost -of-service “ pay-as-you-throw” rate model. Franchisee’ s Technical Proposal and Transition Plan details all aspects of Franchisee’ s services and is included as EXHIBIT I.

4.2 New Program Roll-Out – Franchise has included a detailed plan to roll -out new services and phasein a new rate structure that is included as EXHIBIT J.

ARTICLE 5

COLLECTION SERVICES

Page 553 of 802 ends

6/ 28/ 2019 9 LAH-19agmt

5.1 General Provisions

5.1.1. Beginning July 1, 2019 and continuing through the end of the Term of this Agreement, Franchisee shall perform collection services as provided in this Article 5. All such services shall be performed in a thorough and professional manner regardless of weather conditions and difficulty of collection. Except as provided in Section 18.26, all collection services shall occur only between the hours of 8:00 AM and 6:00 PM, unless specifically approved in advance in writing by the City Manager.

5.1.2. All Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected pursuant to this Agreement shall be and become the property of the Franchisee at the time these materials are placed in Franchisee’ s collection Containers or vehicle.

5.1.3 Franchisee shall utilize smaller collection vehicles to service Small-Truck-Only Areas and shall provide On-Premise collection services to collect Mixed Compostable Materials and/or Recyclable Materials upon request and for an additional charge at the initial rate as specified in EXHIBIT B.

5.1.4 Non-Collection Notices for Mixed Compostable Materials, Recyclable Materials and Yard Trimmings shall indicate the date and time the notice was prepared, the driver’ s initials, the complete address of the premises, the reason why the collection was not made, and the manner in which materials should be prepared for future collection. Franchisee shall leave a card stock copy at the premises by affixing it to the container holding the materials not being collected, and shall retain one copy. The form of this notice will be mutually agreed to by City Manager and Franchisee.

5.1.5 Except when material is being loaded or unloaded, or when the vehicle is on route in the process of collection, Franchisee shall at all times keep Mixed Compostable Materials, Recyclable Materials and Yard Trimmings loads completely covered so as to prevent litter, leakage or spillage from the collection vehicle. Franchisee shall immediately clean up any litter, leakage or spillage which occurs during collection and transport. In addition to the Adjustments for Damages specified in Section 13.4 of this Agreement, Franchisee shall reimburse Town for all costs incurred by Town in the cleanup of all litter created by Franchisee in the performance of this Agreement and not cleaned up by Franchisee.

5.1.6 In the event that the provision of On-Premise services to any Service Recipient would require Franchisee to operate its equipment on private property which Franchisee reasonably believes present an unsafe condition for such operation, Franchisee shall give written notice to Town. Franchisee shall continue to collect Mixed Compostable Materials and Recyclable Materials from such Service Recipient (s) and if such conditions persist for more than two (2) consecutive weeks, Franchisee may charge Service Recipients for Walk-on Service. In the event that the provision of services to three (3) or more Service Recipients in a Small-Truck-Only Area would require Franchisee to operate its equipment on private property which Franchisee reasonably believes present an unsafe condition for such operation, Franchisee shall not be required to continue to collect Mixed Compostable Materials and Recyclable Materials from such Service Recipient(s) and shall notify the Town within 48-hours and provide a list of Service Recipients that cannot be serviced as a result of the unsafe conditions and shall make reasonable accommodation to collect such materials at another location; if such unsafe conditions in a Small-Truck-Only Area persist for more than two (2) consecutive weeks, Franchisee shall work with the Town to identify an alternative collection strategy and an appropriate rate for providing such services.

Page 554 of 802 ends

6/ 28/ 2019 10 LAH-19agmt

5.2. Holiday Service – Franchisee shall not be required to perform any services under this Agreement on Holidays. Collection services that would be performed under this Article 5, were it not for the Holiday, shall be rescheduled one (1) day later (to the next Working Day) for the remainder of the week following the Holiday, unless otherwise specifically approved in advance in writing by the City Manager. Franchisee shall provide written notice of the rescheduling of any other services affected by Holidays to each affected Service Recipient at least thirty (30) days in advance of the rescheduled service.

5.3. Residential Mixed Compostable Materials Collection.

5.3.1. Provision of Mixed Compostable Materials Carts – Franchisee shall provide Residential Service Recipients with one (1) 20-, 32-, 64-, or 96-gallons gray Mixed Compostable Material Cart as part of Base Services and additional Mixed Compostable Materials Carts upon request and for a recurring additional charge. Shared Mixed Compostable Bins in Small -Truck-Only Areas may be provided in lieu of Carts accordance with Section 5.3.7 of this Agreement. Mixed Compostable Materials Containers shall be delivered to Residential Service Recipients within one (1) week of the request. Residential Service Recipients may change the size of their Mixed Compostable Materials Container that is part of Base Services and may request the delivery or removal of additional Mixed Compostable Materials Containers once annually for no additional charge.

5.3.2. Frequency of Collection – Franchisee shall provide regular, scheduled collection of Mixed Compostable Materials collection from each Residential Service Recipient in Town on a once-per - week basis, on a Monday through Friday schedule, except following Holidays.

5.3.3 Collection Location – Weekly collection shall be made from Mixed Compostable Materials Containers provided by Franchisee that are placed Curbside and of Mixed Compostable Carts On-Street if the Service Recipient is in a Small -Truck-Only Area . Alternatively, Franchisee shall make weekly collection of Mixed Compostable Materials On-Premise upon Service Recipient request and for an additional charge at the initial rate as specified in EXHIBIT B.

5.3.4 Excess Mixed Compostable Materials – Franchisee shall collect Mixed Compostable Materials in excess of the Service Recipient’ s subscribed level of service on the normal day of collection when the Service Recipient has called and made arrangements with Franchisee at least one 1) day in advance of the regular collection day to schedule the collection and make the appropriate payment, has pre-purchased and is using Excess Mixed Compostables Materials stickers or vouchers or has placed a standing order on their account where there is no ambiguity as to the origin of the materials at the Set -out Location (e.g. on Service Recipient property). Excess Mixed Compostable Materials must be properly labeled and either be placed in a rigid or otherwise durable and lidded container provided by the Service Recipient where the combined weight of a rigid container is less than sixty (60) pounds in weight, or in a black or dark cinched and secured bag where the contents are less than thirty (30) pounds in weight .

5.3.5. Extra Mixed Compostable Materials Additional Collection – Franchisee shall collect Extra Mixed Compostable Materials from Service Recipients on other than the normal day of service when the Service Recipient has called and made arrangements with Franchisee to provide Extra Services for additional charges in accordance with the rate schedule in EXHIBIT B.

5.3.6. Non-Collection – Franchisee shall not be required to collect any Mixed Compostable Material that is not placed in an approved or Franchisee -provided Mixed Compostable Materials Container or set out in a manner that is not in conformance with Section 5.3.4 of this Agreement.

Franchisee shall not be required to collect Mixed Compostable Materials when the volume of the

Page 555 of 802 ends

6/ 28/ 2019 11 LAH-19agmt
Mixed Compostable Materials exceeds the capacity of the Mixed Compostable Materials Container when its lid is closed. Franchisee may, in its sole discretion, collect the Mixed Compostable Material that was improperly set-out or that exceeded the capacity of the Cart and charge the Service Recipient the applicable non-recurring Excess Materials rate in accordance with the rate schedule in EXHIBIT B and leave a Notice of Improper Set -out indicating that the materials were collected and that an additional charge will be applied. Franchisee shall provide targeted education to notify the Service Recipient of the proper way to prepare Excess Materials and/or encourage the Service Recipient to increase their Base Services level and/or subscribe to Additional Services . In the event of non-collection, Franchisee shall leave a Non-Collection Notice.

5.3.7 Shared Mixed Compostables Services – Franchisee shall allow Residential Service Recipients in Small-Truck-Only Areas to request shared Mixed Compostable Materials collection services in a Bin collected in a Curbside Area instead of individual Mixed Compostable Materials collection services in Carts and shall provide such services if approved by the Town. Franchisee shall issue one (1) bill for services monthly in arrears, billed at the approved Base Service rates to one (1) designated responsible Service Recipient that shall assume all financial responsibility associated with the provision of shared services . The shared Mixed Compostable Materials Bin shall be sized to reflect a minimum weekly recurring Mixed Compostables collection services volume, calculated by adding the highest level of individual service for each participating Service Recipient during the prior six (6) month period, rounded up to the next available cubic yard Bin size, if needed.

Charges shall be calculated by adding the individual Base Service charges for each participating Service Recipient’ s maximum subscription level during that prior six (6) month period in accordance with the rate schedule in EXHIBIT B. Only the designated responsible Service Recipient may reques t an adjustment in the size of the shared Mixed Compostables Bin and associated charges by requesting an increase or decrease in Mixed Compostables Service. If, during the course of the provision of service, participating Service Recipients are added or removed from the Shared Mixed Compostables Services, the new minimum Mixed Compostables collection services volume and charges shall be adjusted in accordance with the method described above. Each participating Service Recipient shall be required to maintain an account with Franchisee and shall be entitled to receive all services provided to Residential Service Recipients as part of the Base Service package. All shared Mixed Compostables collection Service Recipients in a Small -Truck-Only Area will be subject to the fee for On-Premise collection service that will be added to the centralized bill unless the Set -out Location for all Recyclable Material Carts is also in the Curbside Area. Shared Mixed Compostables Bins must have the lids closed at all times, and any overages or excess Mixed Compostable Material set -outs placed adjacent to the Mixed Compostables Bin shall be collected and charged to the designated responsible Service Recipient.

5.4. Residential Recyclable Materials Collection.

5.4.1. Frequency of Collection – Franchisee shall provide regular, scheduled collection of Recyclable Materials from each Residential Service Recipient every week, on the same day of the week that Franchisee performs Mixed Compostable Materials Collection services. Recyclable Materials shall be collected from Recyclable Materials Containers placed adjacent to the Mixed Compostable Materials Containers.

5.4.2. Provision of Recycling Carts – Franchisee shall provide Residential Service Recipients one (1) blue 96-gallon Recyclable Materials Cart as part of Base Services and additional Recyclable Materials Carts upon request and for an additional recurring charge. Recyclable Materials Carts shall be delivered to Residential Service Recipients within one (1) week of the request . Residential Service Recipients may request the removal of additional Recyclable Materials Carts once annually for no additional charge.

Page 556 of 802 ends

6/ 28/ 2019 12 LAH-19agmt
All Recyclable Materials Containers provided by Franchisee pursuant to this Agreement shall become the property of Town at the termination of this Agreement. Recyclable Materials Containers shall be labeled for "Recycling" and "Property of the Town of Los Altos Hills." Recyclable Materials Containers shall not be marked with the Green Waste Recovery name or logo.

5.4.3 Collection Location – Weekly collection shall be made from Recyclable Materials Carts provided by Franchisee that are placed Curbside and of Recyclable Materials On-Street if the Service Recipient is in a Small-Truck-Only Area . Alternatively, Franchisee shall make weekly collection of Recyclable Materials On-Premise upon Service Recipient request and for an additional charge at the initial rate as specified in EXHIBIT B, as appropriate.

5.4.4. Excess Recyclable Materials – Franchisee shall collect Recyclable Materials in excess of the Service Recipient’ s subscribed level of service on the normal day of collection when the Service Recipient has called and made arrangements with Franchisee at least one day in advance of the regular collection day to schedule the collection and make the appropriate payment, has prepurchased and is using Excess Recyclable Materials stickers or vouchers or has placed a standing order on their account where there is no ambiguity as to the origin of the materials at the Set-out Location (e.g. on Service Recipient property). Excess Recyclable Materials must be properly labeled, set out next to the Recyclable Materials Cart and either be placed in a rigid or otherwise durable and lidded container provided by the Service Recipient where the combined weight of a rigid container is less than sixty (60) pounds in weight, or in a cinched and secured bag where the contents are less than thirty (30) pounds in weight . Service Recipient may set flattened, bundled and tied or otherwise secured cardboard boxes, which are too large to fit in the Recyclable Materials Cart, next to the Recyclable Materials Cart.

5.4.5 Non-Collection – Franchisee shall not be required to collect any Recyclable Materials that contain more than five percent ( 5%) by volume of Non-Recyclable Materials or that are set out in a manner that is not in conformance with Section 5.4.4 of this Agreement. Franchisee shall not be required to collect Recyclable Materials when the volume of the Recyclable Materials exceeds the capacity of the Recyclable Materials Cart when its lid is closed. Franchisee may, in its sole discretion, collect the Recyclable Material that was improperly set-out, that was contaminated or that exceeded the capacity of the Cart and charge the Service Recipient the applicable non-recurring Excess Recyclable Materials in accordance with the rate schedule in EXHIBIT B and leave a Notice of Improper Set- out indicating that the materials were collected and that an additional charge will be applied. Franchisee shall provide targeted education to notify the Service Recipient of the proper way to prepare Excess Yard Trimmings, inform the Service Recipient on acceptable Yard Trimmings, and/or encourage the Service Recipient to increase their Base Services level and/or subscribe to Additional Services. In the event of a non-collection, Franchisee shall leave a NonCollection Notice.

5.5. Yard Trimmings Collection.

5.5.1. Frequency Of Collection – Franchisee shall provide regular, scheduled Curbside collection of source-separated Yard Trimmings from Residential Service Recipient s, every week on the same day of the week that Franchisee performs Mixed Compostable Materials collection services.

5.5.2. Yard Trimmings Carts –Franchisee shall offer two (2) green 96-gallon Yard Trimmings Carts to Residential Service Recipients as part of Base Services and additional Yard Trimmings Carts upon request and for an additional recurring charge. Yard Trimmings Carts shall be delivered

Page 557 of 802 ends

6/ 28/ 2019 13 LAH-19agmt
to Residential Service Recipients within one ( 1) week of request. Residential Service Recipients may request the removal of additional Yard Trimmings Carts once annually for no additional charge.

5.5.3 Collection Location – Weekly collection shall be made from Yard Trimmings Carts provided by Franchisee that are placed Curbside. Alternatively, Franchisee shall make weekly collection of Yard Trimmings Materials On-Premise Walk- on Service in Curbside Areas upon Service Recipient request and for an additional charge at the initial rate as specified in EXHIBIT B, as appropriate. Yard Trimmings collection services are not provided for either (a) On-Premise Drive-on Service in Curbside Areas; or (b) Small -Truck-Only Areas, whether On-Street or OnPremises.

5.5.4. Excess Yard Trimmings – Franchisee shall collect Yard Trimmings in excess of the Service Recipient’ s subscribed level of service on the normal day of collection when the Service Recipient has called and made arrangements with Franchisee at least one (1) day in advance of the regular collection day to schedule the collection and make the appropriate payment, has prepurchased and is using Excess Yard Trimmings stickers or vouchers or has placed a standing order on their account where there is no ambiguity as to the origin of the materials at the Set -out Location e.g. on Service Recipient property). Excess Yard Trimmings must be properly labeled, set out next to the Yard Trimmings Container, and either (a) be placed in a rigid or otherwise durable and lidded container or paper bag up to ninety-six (96) gallons as provided by the Service Recipient, where the combined weight is less than sixty (60) pounds in weight ; or (b) if appropriate, bundles secured with twine or similar material not to exceed three (3) feet by three (3) feet by three (3) feet (3’ x 3’ x 3’).

Franchisee shall provide Service Recipients with four (4) vouchers annually to periodically set out materials accepted in the Yard Trimmings stream at no additional charge, as set forth in EXHIBIT I.

Additional vouchers for Yard Trimmings will be made available for purchase as Excess GREEN Material in accordance with the rate schedule in EXHIBIT B.

5.5.5. Non-Collection – Franchisee shall not be required to collect any Yard Trimmings that contain more than one percent ( 1%) by volume of Non-Yard Trimmings or are set out in a manner that is not in conformance with Section 5.5.3 of this Agreement. Franchisee shall not be required to collect Yard Trimmings when the volume of the Yard Trimmings exceeds the capacity of the Yard Trimmings Cart when its lid is closed. Franchisee may, in its sole discretion, collect the Yard Trimmings that were improperly set-out, that were contaminated or that exceeded the capacity of the Cart and charge the Service Recipient the applicable non-recurring Excess Yard Trimmings in accordance with the rate schedule in EXHIBIT B and leave a Notice of Improper Set-out indicating that the materials were collected and that an additional charge will be applied. Franchisee shall provide targeted education to notify the Service Recipient of the proper way to prepare Excess Recyclable Materials, inform the Service Recipient on acceptable Recyclable Materials, and/or encourage the Service Recipient to increase their Base Services level and/or subscribe to Additional Services. In the event of non-collection, Franchisee shall leave a Non-Collection Notice.

5.5.6 Christmas Tree Collection – As part of the Yard Trimmings Collection Program, Franchisee shall collect, on the normal Yard Trimmings Collection schedule, all unornamented Christmas trees which are set out next to the Yard Trimmings Carts in the first twenty-eight (28) calendar days following December 26 of each year for the Term of this Agreement. Franchisee shall not be required to collect ornamented trees, nor shall Franchisee be required to collect trees, or parts of trees, which are over six (6) feet in length.

5.6. Missed Pick-Ups – The failure of Franchis ee to pick up Mixed Compostable Materials, Recyclable Materials or Yard Trimmings which have been set out by a Service Recipient in Town on time and in a Franchisee-provided Container or excess Mixed Compostable Materials, Recyclable Materials or Yard

Page 558 of 802 ends

6/ 28/ 2019 14 LAH-19agmt
Trimmings in a manner that conforms to Section 5.3.4, 5.4.4 or 5.5.4 of this Agreement shall be considered a missed pick-up. If Franchisee is notified of a missed pick-up by 9:00 AM on the business day following the scheduled collection day for the Service Recipient, Franchisee shall collect the missed pick-up on the day of notification. If the Franchisee is notified after 9:00 AM on the business day following the scheduled collection day for the Service Recipient, Franchisee shall collect the material from the Service Recipient within twenty-four (24) hours of Franchisee being notified of the missed pick-up, except where collection on a Sunday or Holiday would be required, in which case Franchisee may perform the collection of a missed pick-up on the first working day immediately following the date of notification.

Franchisee shall maintain a written record of all calls relating to missed pick-ups and the response provided by Franchisee. The record shall be maintained in accordance with the reporting and monitoring requirements of Article 11 of this Agreement.

In the event Franchisee fails to collect a missed pick-up within the times set forth in this Section, Town or its agents may collect and transport the material. Town shall notify Franchisee in writing whenever Town or its agent collects a missed pick -up. Town may require Franchisee to pay Liquidated Damages for any costs incurred by Town in collecting a missed pick -up, as provided in Section 13.4 of this Agreement.

5.7 Non-Residential Mixed Compostable Materials Bin Service.

5.7.1 Frequency of Collection – Franchisee shall provide appropriate Mixed Compostable Materials Containers to each Non-Residential Service Recipient and shall collect Mixed Compostable Materials from each Non-Residentia l Mixed Compostable Materials Container at least once-per -week, Monday through Saturday, and as often as needed to prevent overages on a normal basis in accordance with the rate schedule in EXHIBIT B. Franchisee shall encourage NonResidential Service Recipients to maximize their Container size in order to minimize collection frequency. Collection shall be made from Non-Residential Mixed Compostable Materials Containers placed at the point of service selected by the Service Recipient. Service Recipient shall be charged for On-Premise collection services and/or other special services are requested or required in accordance with the rate schedule in EXHIBIT B.

5.7.2 Extra Mixed Compostable Materials – Franchisee shall collect Mixed Compostable Materials from Non-Residential Service Recipients on other than on normal service days when the Service Recipient has called and made arrangements with Franchisee in advance to schedule the collection and make the appropriate payment in accordance with the rate schedule in EXHIBIT B.

5.7.3 Non-Collection – Franchisee shall not be required to collect any Mixed Compostable Materials that is not placed in an approved Non-Residential Mixed Compostable Materials Container. Franchisee shall not be required to collect Mixed Compostable Materials from an approved Non-Residential Mixed Compostable Materials Container where the weight of the Mixed Compostable Materials exceeds the limit set by the Franchisee for that size of container, or where the volume exceeds the capacity of the container when its lid closed. Prior to leaving the Mixed Compostable Materials uncollected, the driver shall make at least one attempt to contact the business to get them to correct the situation. In the event of non-collection, Franchisee shall leave a NonCollection Notice.

5.8 Non-Residential Recyclable Materials Collection.

5.8.1 Frequency of Collection – Franchisee shall provide Recyclable Materials collection services to all Non-Residential Service Recipients service in accordance with the rate schedule in EXHIBIT B. Franchisee shall collect Recyclable Materials from each Non-Residential Service Recipient as often as necessary to minimize overages based on the volume of the containers provided by the

Page 559 of 802 ends

6/ 28/ 2019 15 LAH-19agmt
Franchisee. Franchisee shall encourage Non-Residential Service Recipients to maximize their Container size in order to minimize collection frequency.

5.8.2 Excess Recyclable Materials – In the event a Non-Residential Service Recipient has a greater quantity of Recyclable Materials than can normally be contained in the appropriate Containers provided by Franchisee, Franchisee shall collect such Excess Recyclable Materials on the same day Franchisee collects Recyclable Materials from the Service Recipient and charge the Service Recipient in accordance with the rate schedule in EXHIBIT B.

5.8.3 Non-Collection – Franchisee shall not be required to collect any Recyclable Materials that are not placed in Recyclable Materials Containers. Prior to leaving the Recyclable Materials uncollected, the driver shall make at least one (1) attempt to contact the Non-Residential Service Recipient to remedy the situation. In the event of a non-collection, Franchisee shall leave a NonCollection Notice.

5.9 Bin-by-the-Day and Debris Box Services – In addition to the Extra Services provided for in Sections

5.3 to 5.8 of this Agreement, Franchisee shall also offer Mixed Compostable Materials, Recyclable Material or Yard Trimmings collection services as Bin-by-the-Day Services or in Debris Boxes on a schedule requested by the Residential or Non-Residential Service Recipient.

Bin-by-the-Day Services may be used by Service Recipients for a period not to exceed seven ( 7) days to dispose of Bulky Goods and oversized or large volumes of materials that would not fit into a Franchisee- provided Mixed Compostable Material, Recyclable Material or Yard Trimmings Container.

Debris Box Services may be used by Residential and Non-Residential Service Recipients to dispose of Bulky Goods and other oversized or large volumes of that would not fit into a Franchisee-provided Mixed Compostable Material, Recyclable Material or Yard Trimmings Container.

For billing purposes, all Debris Box Services and Bin-by-the-Day Services are classified as Extra Services under this Agreement and shall be billed in accordance with the rate schedule in EXHIBIT B.

5.9.1 Designated Facility – Franchisee shall haul Mixed Compostable Material, Recyclable Material or Yard Trimmings to the facilities designated and approved by Town. Town desires that franchisee haul the loads to processing facilities where the materials can be diverted from disposal.

5.9.2 Frequency of Collection – Franchisee shall provide containers for Extra Services to Residential and Non-Residential Service Recipients as requested. Franchisee shall collect Mixed Compostable Materials, Recyclable Materials or Yard Trimmings from each Bin-by-the-Day or Debris Box on the schedule requested by the Service Recipient, but not less often than once a week if they contain Mixed Compostable Materials.

5.9.3 Non-Collection – Franchisee shall not be required to collect any Bin-by-the-Day Container or Debris Box where the weight exceeds the limit set by the Franchisee for that size of container, or where the volume exceeds the capacity of the container. Prior to leaving any Bin-by-the-Day Container or Debris Box uncollected, the driver shall make at least one (1) attempt to contact the Service Recipient to get them to remedy the situation. In the event of non-collection, Franchisee shall leave a Non-Collection Notice.

5.10 Town-Wide Clean- Up Services – In partial consideration for granting the exclusive franchise granted to Franchisee, three ( 3) times per year, on a schedule mutually agreed upon by Franchisee and Town, Franchisee will provide a Town-wide clean -up service to residents of Town at no additional cost . Franchisee shall provide sufficient labor and equipment to provide the services described in EXHIBIT D of this Agreement.

Page 560 of 802 ends

6/ 28/ 2019 16 LAH-19agmt
Franchisee shall handle all materials received in a manner that will allow the maximum amount to be recycled, or otherwise diverted from landfill. Franchisee shall provide the services described in EXHIBIT D of this Agreement. The services required in this paragraph shall not serve to release Franchisee from its obligations under Section 5.12.

5.11 On-Call Clean-Up Services – Two (2) times per year, upon request, Franchisee will provide On-call Clean- up services to each Residential Service Recipient. Franchisee shall provide the services described in EXHIBIT E of this Agreement.

Franchisee shall handle all materials received in a manner that will allow the maximum amount to be recycled, or otherwise diverted from landfill. The services required in this paragraph shall not serve to release Franchisee from its obligations under Section 5.12.

5.12 Services to Town –Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collection services described in Article 5 of this Agreement, and includi ng collection of horse manure, shall be provided (1) to Town Hall, (2) to the Town Corporation Yard, (3) to the Little League Fields, and (4) other Town facilities designated by City Manager. In partial consideration for granting the exclusive franchise granted to Franchisee, there shall be no charge to Town for these services. Town shall select the locations, and Franchisee shall provide appropriate containers, and service them on a mutually agreed schedule that will prevent over-flow of the Containers.

5.13 Street Sweeping – In partial consideration for granting the exclusive franchise granted to Franchisee, Franchisee shall provide regular, scheduled street sweeping services sixteen ( 16) times per year to street segments listed in EXHIBIT G at no additional cost to the Town. Street sweeping services shall be provided twice a month for the six (6) months from October 1 through March 31, and four 4) times from April 1 through September 30. Franchisee shall provide Town with an annual street sweeping schedule that may be used to notify residents of these services.

Town and Franchisee acknowledge that during the Term of this Agreement it may be necessary or desirable to add or delete streets from the list. If streets are added or deleted and the change in the total centerline lineal feet is less than one percent ( 1%) as compared to the estimated centerline lineal feet in EXHIBIT G (<2,000 centerline feet), then those changes will be made at no additional credit or charge to the Town. If the Town desires to add additional lineal centerline feet that results in a change that is equal to or greater than one percent ( 1%) and not greater than ten percent ( 10%) as compared to the estimated centerline lineal feet EXHIBIT G ( 2000 and 10,000 centerline lineal feet), then Franchisee agrees to add those services as requested in accordance with the rate schedule in EXHIBIT B. If the Town desires to add additional lineal centerline feet that results in a change that is greater than ten percent ( 10%), then Franchisee may require additional equipment , and the Town and Franchisee agree to meet and confer to discuss the associated cost per centerline lineal feet to add the additional streets or street segments and/or modify the list of existing streets in order to retain the pricing specified in EXHIBIT B.

In the operation of the street sweepers, Franchisee shall maintain good practices to leave the streets sufficiently free of refuse, litter, leaves, debris and dirt to meet applicable industry standards, and National Pollutant Discharge Elimination Services (NPDES) Program, State and Federal requirements.

Franchisee may transfer sweepings from the sweeper to a haul vehicle at the Town’ s Public Works Yard on Purissima Road. Franchisee shall be responsible for the proper disposal of all collected debris.

5.14 Service Recipient Changes – Town and Franchisee acknowledge that during the Term of this Agreement it may be necessary or desirable to add or delete Service Recipients for whom Franchisee will provide collection services.

Page 561 of 802 ends

6/ 28/ 2019 17 LAH-19agmt

5.15 Failure To Provide Collection Services – In the event Franchisee fails to provide any of the collection services as required under this Agreement, the Town may, but shall have no obligation to, and without waiving or relieving Franchisee of its obligation to provide such services, make such payment or perform such other act as Town deems appropriate to effectuate such services, pursuant to Section 13.6 of this Agreement .

5.16 Collection Time – Franchisee shall make a good faith effort to provide collection services at a consistent time of day for each Residential Service Recipient, and not to change the time of service more often than necessary, to maintain an efficient collection system.

ARTICLE 6

COLLECTION ROUTES

6.1 Collection Route Information – Franchisee shall maintain, and provide to Town within ninety ( 90) days of the Effective Date of this Agreement, and on request ( up to two (2) times a year), within fifteen ( 15) working days, current and accurate maps indicating:

A. Areas of collection including route numbers and truck numbers.

B. Day of the week collection service is provided.

C. Approximate time of collection (early or late AM, or early or late PM).

D. Start point, end point, and the actual street -by-street course the collection vehicles follow on routes.

E. Boundary of each individual route. Each adjoining route on the map shall be in a distinct color or pattern so that adjoining routes are clearly delineated. Franchisee shall provide the maps to Town both in hard copy and pdf format.

F. A listing of the name, address and level of service for each Service Recipient.

6.2 Collection Route Changes – For any route changes proposed by Franchisee that will impact more than ten percent ( 10%) of Service Recipients , Franchisee shall submit to Town, in writing, the proposed change to routes ( including by not limited to boundaries and addresses affected) not less than sixty (60) calendar days prior to the proposed date of implementation. Within thirty (30) calendar days of receipt of Franchisee's proposed change, Town shall provide written notice to Franchisee as to whether the proposed change is acceptable or not. Franchisee shall not implement any route changes without the prior written authorization of the City Manager. Franchisee shall notify all affected Service Recipients of any authorized route change affecting day of service at least two (2) weeks in advance of the change.

6.3 Route Audits – Town may, at Town’ s sole expense, perform a route audit. Town may hire a third party to conduct the route audit. Franchisee shall fully cooperate in the audit and supply all requested information to Town’ s Consultant in a timely manner at no cost to Town.

ARTICLE 7

COLLECTION EQUIPMENT

7.1 Equipment Specifications

7.1.1 General Provisions – All collection equipment used by Franchisee in the performance of this Agreement shall be of high quality. The vehicles shall be designed and operated so as to prevent Mixed Compostable Materials, Recyclable Materials, Yard Trimmings, or street sweepings from escaping from the vehicles.

Page 562 of 802 ends

6/ 28/ 2019 18 LAH-19agmt

7.1.2 Registration – All vehicles used by Franchisee in providing services under this Agreement, except those vehicles used solely on Franchisee' s premises, shall be registered with the California Department of Motor Vehicles.

7.1.3 Safety Markings – All collection equipment used by Franchisee shall have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and reflective tape striping. All such safety markings shall be in accordance with the requirements of the California Vehicle Code.

7.1.4 Vehicle Signage – Franchisee' s name, telephone number and vehicle number shall be visibly displayed on both sides of all collection vehicles in letters and figures not less than four (4) inches high.

7.1.5 Collection Vehicle Noise Level – The noise level generated by collection vehicles using compaction mechanisms during the stationary compaction process shall not exceed seventy-five (75) decibels at a distance of twenty-five (25) feet from the collection vehicle measured at an elevation of five (5) feet from above ground level using the "A" scale of a standard sound level meter at slow response. Franchisee shall cause the collection vehicles to be tested annually by an independent testing authority during the month of September or as otherwise mutually agreed to by the parties , and shall submit a certificate of testing showing that the vehicles meet the requirements of this Section 7.1.5.

7.1.6 Vehicle Certifications – For each collection vehicle used in the performance of services under this Agreement, Franchisee shall comply with all applicable federal, state, and local laws governing the operation of such vehicles. Franchisee shall maintain copies of such certificates and reports and shall make such certificates and reports available for inspection upon request by the City Manager.

Franchisee shall submit each of Franchisee's collection vehicles for inspection by the California Department of Motor Vehicles as required by State law. Franchisee shall not use any vehicle which does not pass such inspection, or fully comply with all applicable federal, state, and local laws.

7.1.7 Equipment Maintenance – Franchisee shall maintain collection equipment in a clean condition and in good repair at all times. All parts and systems of the collection equipment shall operate properly and be maintained in a condition satisfactory to Town. Collection vehicles shall be painted white, and vehicle striping and logos shall be painted Franchisee's primary corporate color.

Franchisee shall repaint all collection vehicles ( including vehicle striping) during the Term of this Agreement on a frequency necessary to maintain a positive public image as reasonably determined by the City Manager. Franchisee shall wash all collection vehicles on a frequency necessary to maintain a positive public image.

7.1.8 Maintenance Log – Franchisee shall maintain a maintenance log for all collection vehicles.

The maintenance log shall at all times be accessible to Town upon the request of the City Manager, and shall show, at a minimum, each vehicle’ s identification number, date of purchase or initial lease, dates of performance of routine maintenance, dates of performance of additional maintenance, and description of additional maintenance performed.

7.1.9 Back-Up Equipment – Franchisee shall maintain sufficient back-up equipment to ensure uninterrupted collection service during the Term of this Agreement.

Page 563 of 802 ends

6/ 28/ 2019 19 LAH-19agmt
ARTICLE 8

MATERIALS DISPOSAL

8.1 Franchisee’ s Responsibility

8.1.1 Delivery of Materials – Franchisee shall transport all Non-Recyclable and NonCompostable items collected, materials that cannot be processed and residues to be disposed of from processing Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to the Newby Island Landfill pursuant to the terms of the Agreement for Disposal of Municipal Solid Waste between the Town and International Disposal Corp. of California entered into as of April 11, 1989. If disposal of materials at Newby Island Landfill is not available, the Town reserves the right to approve Franchisee’ s disposal at an alternative location if such new location results in increased rates to Service Recipients for services provided pursuant to this Agreement that exceed three percent ( 3%).

8.1.2 Franchisee’ s Acknowledgment – Franchisee acknowledges that Town will not arrange for or pay for the disposal of Non-Recyclable and Non-Compostable items collected, materials that cannot be processed or the residue from processing Recyclable Materials, Yard Trimmings, or Bulky Goods. Proper handling of all such materials is the sole responsibility of the Franchisee.

ARTICLE 9

COMPOST DELIVERY AND DIVERSION CREDIT

9.1 Compost – Franchisee shall transport and deliver to Town composted plant trimmings in the amount of up to ten percent ( 10%) of the tonnage of Yard Trimmings collected by Franchisee under this Agreement, to sites within the Franchise Area designated by City Manager. A schedule of delivery of compost to the designated sites shall be mutually agreed to by Franchisee and City Manager.

9.2 Diversion Credit – Franchisee shall, to the maximum extent practicable, ensure that Recyclable Materials and Yard Trimmings are collected and processed in a manner which will ensure that these materials will not be landfilled or used for other purposes at a landfill, and that Town will receive credit toward the State diversion mandates.

ARTICLE 10

MISCELLANEOUS SERVICES

10.1 Customer Relations Services

10.1.1 Franchisee’ s Office – Franchisee shall maintain an office within thirty (30) miles of Town Hall where Franchisee shall be available during normal business hours for communication with City Manager, other Town representatives, and the public.

10.1.2 Local Telephone Number – A customer service representative shall be available at the Franchisee' s principal office, and shall be accessible by a local toll-free telephone number ( with a 947- extension) to Town and Service Recipients at least during the hours of 8:00 AM to 5:00 PM, Monday through Friday, except for Holidays. The customer service representative shall be able to assist on any matters which relate to the Franchisee’ s performance of services under this Agreement.

A telephone answering machine shall be available at all other times. The telephone number shall be listed under Franchisee's name in the local telephone directory.

Page 564 of 802 ends

6/ 28/ 2019 20 LAH-19agmt

10.1.3 Emergency Telephone Number – Franchisee shall maintain an emergency telephone number for use when the listed telephone number is not attended. The emergency telephone number shall be available only to Town’ s Representative.

10.1.4 Service Recipient Inquiries and Complaints – All incoming calls shall be answered within a maximum of four (4) rings. No call shall be " on-hold" in excess of 2.5 minutes. If Town receives more than two (2) complaints a month regarding the amount of time Franchisee placed a caller on hold, liquidated damages covered under Section 13.4 shall be applied.

Franchisee shall make return calls to customers from messages received. Franchisee shall make three (3) attempts to return the call within twenty-four (24) hours of the receipt of the call. If Franchisee is unable to reach the caller in three (3) attempts, Franchisee shall send a postcard to the caller on the second working day after the call was received, indicating that the Franchisee has attempted to return the call. All attempts to contact the caller shall be recorded on the log kept by Franchisee.

Franchisee shall record all complaints in a log which includes the date, time, nature of the complaint, complainant's name and address ( if the complainant is willing to give this information), and nature, date, and manner of resolution of complaint. This log shall be in a format approved by Town, and shall be available for inspection by Town during Franchisee's office hours.

10.2 Public Education & Outreach – The Franchisee shall implement all of the elements of the Franchisee' s on-going Public Education and Outreach Plan described in EXHIBIT C of this Agreement. Any changes to the plan must be approved in advance by the City Manager or his or her designee. All printed materials produced by Franchisee relating to services provided under this Agreement, shall be approved by Town prior to being printed for distribution. A draft of all text and illustrations shall be provided to City Manager or his or her designee at least two (2) weeks in advance of production of the final document.

Comments provided by the City Manager shall be incorporated, and the final version of the text and illustrations shall be acceptable to both Town and Franchisee.

10.3 Fire Prevention Service – Franchisee shall provide services described in EXHIBIT F of this Agreement in accordance with the rate schedule specified in EXHIBIT B. Franchisee shall provide all personnel and equipment required to complete these services in a timely manner. Franchisee shall provide all customer service support required to complete this service. Franchisee shall contact Service Recipients to inform them of this service, providing an annual list of dates. Franchisee shall verify that Service Recipients that use the service are from the Fire District service area.

Should the Fire District wish to cancel an event, they will provide sufficient notice to allow the notification ofresidents.

10.4 Expanding the List of Acceptable Recyclable Materials A. In the event Town or Franchisee proposes to add other materials to the list of Recyclable Materials to be collected, processed and marketed by Franchisee, such additional material shall be added to the list in EXHIBIT A of this Agreement, if mutually agreed to in writing by Town and Franchisee.

B. If Franchisee proposes the addition of the material, the proposal shall be in writing, and include the extent to which the addition of the proposed material would require a modification of the current Recyclable Materials collection vehicles, the use of an additional Recyclable Materials

Page 565 of 802 ends

6/ 28/ 2019 21 LAH-19agmt
Container, and the use of additional collection vehicles, and shall notify Town of the estimated costs of adding the proposed material.

C. If Town proposes such addition in writing, Franchisee shall submit a written proposal detailing how the materials would be handled and the cost of adding the materials within thirty (30) calendar days of Town's request.

Town shall respond in writing to Franchisee's description of changes and costs of implementation within thirty (30) calendar days of Franchisee's notification to Town. Both parties shall negotiate in good faith for the purpose of reaching an agreement for the addition of the proposed material and a schedule for the implementation of the collection of such material. The City Manager is authorized to negotiate on behalf of Town and to approve the additional material and implementation schedule, but any agreement which would result in additional revenue to Franchisee, shall not become effective unless approved by the City Council.

D. Franchisee shall notify all Service Recipients of the changes in materials being recovered before any changes in the program are implemented.

10.5 Emergency Services – Franchisee shall begin providing emergency services within 24-hours of notification by Town. Emergency services are services beyond the services specified in this Agreement, which result from emergency conditions such as earthquake, fire, flood, or other natural calamity, riot, insurrection public disobedience, labor controversy, labor strike, or similar condition which threaten the public health, safety and welfare. Town shall pay Franchisee for emergency services performed pursuant to this Section 10.5 in accordance with the rate schedule specified in EXHIBIT B. Emergency conditions do not include the results of failure of Franchisee to comply with the standards and procedures set forth in this Agreement.

Should Franchisee not be able to provide Emergency Services, Town, or its agents, may assume and carry out the Mixed Compostable Materials, Recyclable Materials and Yard Trimmings Collection services.

During the duration of the emergency, Franchisee shall make available to Town all of the company’ s operable equipment and other facilities necessary for providing the services required under this Agreement.

Revenues which would normally accrue to Franchisee during the time the emergency services are provided, less the amount of any payments for equipment, shall accrue and be payable to Town to be used to pay the emergency services operator.

During the emergency conditions, Town, or its agents, shall operate, maintain and repair, without cost to Franchisee, Franchisee’ s equipment and other facilities used by Town. Upon cessation of the emergency condition, the right to use such equipment shall expire and Town shall return said equipment to Franchisee in a condition substantially the same as that which existed upon acquiring said equipment, ordinary wear and tear excepted.

10.6 Disruption of Services

10.6.1 Substitute Collection – If, at any time during the Term of this Agreement, for a period of seventy- two (72) consecutive hours or more, Franchisee fails for any reason to collect and remove Mixed Compostable Materials, Recyclable Materials and Yard Trimmings as required in this Agreement, Town may immediately, upon written notice to Franchisee, cause such Mixed Compostable Materials, Recyclable Materials and Yard Trimmings to be collected and removed by whatever means available to Town. For so long as Franchisee continues to collect fees from Service Recipients pursuant to Section 12.3 of this Agreement, Franchisee shall pay any and all costs incurred by Town for the provision of such substitute services.

10.6.2 Use of Equipment – In the event Franchisee fails to collect and remove Mixed Compostable Materials, Recyclable Materials and Yard Trimmings as required in this Agreement, for a period of seventy-two (72) consecutive hours or more, Town, upon written notice to Franchisee, may (but shall not be required to) take possession of and operate through its employees or any other properly

Page 566 of 802 ends

6/ 28/ 2019 22 LAH-19agmt
licensed persons, any and all trucks and other equipment used by the Franchisee for the collection and removal of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings in the Franchise Area until such time, not to exceed one-hundred-twenty (120) days, as Franchisee satisfies Town that it is ready, able and willing to comply with all the provisions of this Agreement. In this event, Franchisee shall provide Town with driver route listings and necessary operational records.

For so long as Franchisee continues to collect fees from Service Recipients pursuant to Section 12.3, Franchisee shall reimburse Town in full for any costs incurred by Town pursuant to this Section

10.6.2. Town shall indemnify and hold harmless Franchisee from and against any damage to such equipment or liability to any third person injured or damaged as a result of Town’s use or possession of such equipment, to the extent such damage or liability is not covered by insurance. Employees of Franchisee, including management employees, may be employed by Town during any period in which Town temporarily assumes the obligations of Franchisee under this Agreement.

10.6.3 Strike or Labor Dispute – The parties hereby agree that in the event a strike or labor dispute occurs, this Agreement shall not terminate for the duration of the strike or labor dispute, provided that Franchisee uses its best efforts to insure that its obligations under this Agreement do not go unperformed for a period greater than seventy-two (72) hours (excluding weekends). In order to insure that its obligations under this Agreement are adequately performed, Franchisee may subcontract the performance of services required under this Agreement with entities not affiliated with Franchisee. In the event that Town assumes responsibility for Mixed Compostable Materials, Recyclable Materials and Yard Trimmings handling services in Town, Franchisee shall maintain an unobstructed entrance at its place of business which is not regularly used but which will be primarily reserved for use by Town while Town or its designated representative is collecting Mixed Compostable Materials, Recyclable Materials and Yard Trimmings. If the labor dispute or picketing blocks access to Franchisee’ s place of business, Franchisee shall receive no revenue for any time period in which it failed to collect and remove Mixed Compostable Materials, Recyclable Materials and Yard Trimmings in accordance with the provisions of this Agreement.

ARTICLE 11

REPORTING REQUIREMENTS

11.1 General Reporting Requirements – Franchisee shall provide Quarterly and Annual Reports as detailed in EXHIBIT H of this Agreement, at no cost to Town.

11.2 Service Recipient Database – Franchisee shall maintain at all times a computerized database containing a complete file of Service Recipients coded by category, number, size and frequency of collection of Residential and Non-Residential Mixed Compostable Materials Containers, Recyclable Material Containers and Yard Trimmings, the number of Small-Truck-Only Areas , and the number, distance and type of On-Premise collection services . The file shall include the address of the collection location and the address of the Service Recipient if it is different. The database shall at all times be accessible by Town.

Franchisee shall cooperate with Town with respect to providing information relevant to this Agreement which is not specified in this Article 11. Franchisee shall not use the Service Recipient database for any purpose other than to provide services specified in this Agreement. The database may not be distributed to any party other than to provide services specified in this Agreement. The database shall be turned over to Town upon termination of this Agreement.

11.3 Transfer of Data – The customer billing database shall be considered to be jointly owned by both Town and the Franchisee, and shall be made available to Town on request. Six (6) months prior to the termination date of this Agreement, and within ten (10) working days of a request by Town (up to five (5) times during the Term of the Agreement), the Franchisee shall provide Town a complete listing of all billing

Page 567 of 802 ends

6/ 28/ 2019 23 LAH-19agmt
accounts, level of service information and route maps. The listing of billing accounts and level of service information shall be provided digitally in a format and file type that is mutually agreed upon by both Town and the Franchisee.

ARTICLE 12

SERVICE RATES & PAYMENTS

12.1 Rate Adjustments to Service Recipients – All rates will be adjusted annually based on the formula provided in Section 13.2 of this Agreement.

12.2 Rates to Service Recipients – The Franchisee shall bill Service Recipients for services at no more than the maximum initial Rates for the period from July 1, 2019 through June 30, 2020 as provided in EXHIBIT B of this Agreement.

12.2.1 Low Income ( Life-Line) Rates. Upon Town request, Franchisee shall offer reduced Rates for Base Services to eligible low income Residential Service Recipients demonstrating that they receive assistance under PG& E's California Alternate Rates for Energy (“ CARE”) ratepayer assistance program. Franchisee shall determine who is eligible to receive these discounted rates and shall require that Life-Line Customers submit applications annually to Franchisee, and Franchisee shall verify continued eligibility each year by review of applications. Franchisee’ s Life-Line Rate shall not exceed eighty-five percent ( 85%) of the Base Service rate for equivalent service.

12.3 Billing – Franchisee shall mail quarterly bills to all Residential Service Recipients not earlier than one (1) month, nor later than two (2) months, into each quarterly billing cycle. Payment shall be due one ( 1) month from the date the bill is mailed. Franchisee shall mail bills to all Non-Residential Service Recipients monthly, in arrears.

Franchisee shall be responsible for collection of payment from Service Recipients with past due accounts. Franchisee shall undertake reasonable efforts to obtain payment of delinquent amounts from Service Recipients, through issuance of late payment notices, telephone requests for payments, and/or assistance from collection agencies. In the event that any account becomes more than thirty (30) calendar days past due, Franchisee shall notify such Service Recipient of the delinquency via written correspondence and telephone contact. Should any account become more than sixty (60) calendar days past due, Franchisee shall provide notice to the Service Recipient via written correspondence that service may be discontinued if the account becomes more than ninety (90) calendar days past due. Should any account become more than ninety (90) calendar days past due, Franchisee may discontinue providing service to the Service Recipient.

Franchisee shall be entitled to a late charge fee in an amount not to exceed a periodic rate of 1.5% monthly APR of 18%, minimum $2.00 fee) applicable on past due balances of 30-days or more. At Franchisee’ s sole discretion, Franchisee may withhold service from a delinquent account until past delinquencies and late fees, if any, are paid in full or may remove Containers. Upon restoring service to a previously delinquent account, Franchisee may charge a re-start/delivery fee and require a deposit from the Service Recipient not to exceed one (1) month’ s billings at the Service Recipient’ s service level. The amount of late fees shall not exceed the rate approved by the Town in EXHIBIT B. Franchisee shall provide the Town with a list of all past due accounts and their status (i.e. “ 30-days past due”, “ 60-days past due”, “ 90-days past due”, “ stop service pending”, “ service stopped”) with each Quarterly Report submitted in accordance with EXHIBIT H.

12.4 Payments to Town – Beginning July 1, 2019 and through June 30, 2023, Franchisee shall not charge nor be required to remit any Franchisee Fee to Town. Unless otherwise directed by the Town and authorized by the City Council, beginning on July 1, 2023 and annually thereafter, Franchisee shall, in partial consideration for granting the exclusive franchise granted to Franchisee, add to all then current rates a Franchise Fee that will permit Franchisee to remit to the Town a seven and fifty-two percent ( 7.52%)

Page 568 of 802 ends

6/ 28/ 2019 24 LAH-19agmt
Franchise Fee, then adjust the rates set forth in EXHIBIT B based on the formula provided in Section 13.2 of this Agreement. Franchisee shall remit to Town, within ten (10) days of the end of each month, a Franchise Fee in the amount of seven and fifty-two percent ( 7.52%) of all revenues received in the prior month relating to the performance of this Agreement, including but not limited to Service Rates and Extra Services fees.

This payment to Town shall be accompanied by sufficient documentation to identify the source of all revenues. This documentation shall include, at a minimum, specifics for each account, the amount billed, the amount collected, a listing of accounts which received Extra Services and the amount of Extra Services provided, and a listing of accounts which are delinquent.

Franchise Fees will be due on any revenues received from the performance of this Agreement following the termination of this Agreement.

ARTICLE 13
FRANCHISEE’ S RATE REVENUE

13.1 Franchisee’ s Rate Revenue – Franchisee shall retain all revenues received from this Agreement, except the seven and fifty-two percent ( 7.52%) Franchise Fee that Franchisee shall begin remitting to Town on services rendered beginning July 1, 2023.

13.2 Annual Adjustments – Franchisee and Town have stipulated to prescriptive annual rate adjustments for the first four (4) years of the Agreement where Franchisee’ s rates in EXHIBIT B shall be adjusted by nine percent ( 9%) on July 1, 2020, July 1, 2021, July 1, 2020 and July 1, 2023. Beginning July 1, 2024 and on each July 1 thereafter for the remainder of the Term, Franchisee’ s rates in EXHIBIT B shall increase ( or decrease) annually by 100% of the change in the Consumer Price Index ( U) for All Items for the San Francisco Bay Area, to adjust for changes in the cost of doing business. The annual adjustment, that will be applied to the effective rates from the subsequent Contract Year (July 1 to June 30), will be based on increases or decreases for the period of January 1 to December 31 of the prior calendar year.

Starting July 1, 2019, Franchisee shall pay its driver employees providing service in Town at least a minimum wage of forty dollars ($40.00) per hour in addition to all standard benefits provided to company employees. The minimum driver employee wage shall be adjusted annually based on the Franchisee’ s annual adjustments.

13.3 Special Adjustments – Regulatory changes and other changes which cannot be foreseen, or events outside of Franchisee’ s control, may be the basis for a special adjustment of the Franchisee’ s Rate Revenue.

Franchisee may request a Special Adjustment at any time. Special Adjustments will be solely at the reasonable discretion of Town, based on the written request and documentation provided by the Franchisee.

In the event Franchisee requests a Special Adjustment as a result of a Change in Law, Franchisee shall have the burden of demonstrating to the reasonable satisfaction of the City Manager that the failure of Town to adjust the rates will result in the Franchisee incurring new and unanticipated costs or reduced revenues due to the Change in Law. The Franchisee will have to demonstrate new and unanticipated costs or reduced revenues by allowing for the City Manager or his/her designee review of financial statements and/or other supporting documentation reasonably necessary to determine the impact of the change. Any resulting rate adjustment shall be subject to the approval of the City Council. If a rate adjustment is not approved, Franchisee may petition the City Council to offset Franchisee’ s increased costs using Franchise Fees or reducing other services provided under this Agreement.

13.4 Adjustments for Damages - Town shall charge the Franchisee any costs Town incurs for the Franchisee' s failure to: collect wastes, divert materials to be in compliance with State and Federal Regulations, and operate equipment properly; or the costs of responding to complaints and problems; and other costs relating to failure of the Franchisee to comply with all other aspects of this Agreement.

Town and Franchisee agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages, including the relationship of the sums to the range of harm to Town

Page 569 of 802 ends

6/ 28/ 2019 25 LAH-19agmt
that reasonably could be anticipated, and the anticipation that proof of actual damages would be costly or inconvenient.

Franchisee agrees to pay liquidated damages ( not as a penalty) as set forth below:

For each failure over six (6), in any 12 consecutive month period, to commence service to a new Service Recipient within seven ( 7) days of request.

For each failure over six (6), in any 12 consecutive month period, to provide Recyclable Materials Containers to a new Service Recipient within seven (7) days of request.

For each failure over twelve (12), in any 12 consecutive month period, to collect Mixed Compostable Materials, Recyclable Materials or Yard Trimmings which had been properly set -out for collection,
For each failure over twelve (12), in any 12 consecutive month period, to collect a missed set -out within 24 hours,
For each occurrence of collection during unauthorized hours ( starting early or finishing late), For each occurrence over twelve (12), in any 12 consecutive month period, of leaving litter in a public street,
For each time the billing procedures described in Section 12.3 of this Agreement are not followed,
For each calendar day a Required Report is incomplete, inaccurate or late, For each complaint over two (2) in any month regarding the amount of time a customer is left on hold on a call,
For each occurrence of other similar incidents.

Damages will start at $25 per incident, and may increase, at sole discretion of Town, in increments of up to $50, to a maximum of $500 per incident for repeated failure to perform any one condition as specified in the Agreement. After learning of the occurrence of any incident that is to be used as the basis for the assessment of any liquidated damages, or that is to be used as an incident preceding an incident that is the basis for the assessment of any liquidated damages, Town shall provide Franchisee written notice of the incident. The notice will include a brief description of the incident.

Within ten (10) days of notification by Town, Franchisee may submit a written appeal to the City Manager challenging the occurrence of the incident, stating why the incident is not a proper basis for the assessment of liquidated damages, or is not a proper incident preceding an incident that for the basis for the assessment of liquidated damages, or explaining why the liquidated damages should not be assessed. The decision of the City Manager shall be final. Franchisee shall pay any liquidated damages within thirty (30) calendar days after they are assessed. Payment of liquidated damages will in no way be a waiver of Town’ s authority to terminate this Agreement.

13.5 Collection Services Reimbursement – In the event Franchisee fails to provide collection services as required under Article 5 of this Agreement, and Town exercises its rights under Section 10.6 of this Agreement, Franchisee shall reimburse Town for any and all payments made or costs incurred by Town to effectuate such collection services, plus an administrative fee in the amount of twenty-five percent (25%) of such payments or costs.

13.6 Other Reimbursements – In the event Franchisee fails to perform any service required under this Agreement, such failure continues for five (5) calendar days after Town notifies Franchisee of such failure to perform, and Town subsequently makes any payment or incurs any cost to perform the service required of Franchisee, Franchisee shall reimburse Town for any and all payments so made or costs so incurred by Town, plus an administrative fee in the amount of twenty-five percent ( 25%) of such payments or costs.

ARTICLE 14

PERFORMANCE BOND

Page 570 of 802 ends

6/ 28/ 2019 26 LAH-19agmt

14.1 Faithful Performance Bond – Within ten (10) calendar days from the date the City Council approves this Agreement and by July 10 of each year of this Agreement, Franchisee shall procure and provide Town with a fully prepaid surety bond, or the letter of credit, for at least the duration of such Contract Year, to guarantee and assure the prompt and faithful performance of Franchisee's obligations under this Agreement.

Such bond shall be executed by a surety licensed and in good standing with the Department of Insurance in the State of California, and have a Best Company rating of A-10 or better. The bond shall name Town of Los Altos Hills as obligee, shall provide at least thirty (30) calendar days prior notice of any cancellation, and shall be in the amount of Three Hundred Thousand Dollars ($300,000). The bond will continue in effect for three (3) months beyond the Term of the Agreement, or until all Franchise Fee Payments to Town and the End of Agreement Reports specified in EXHIBIT H are provided to Town [whichever comes first].

The form of the bond and the surety are subject to the approval of the City Manager and the City Attorney. The bond will be executed as surety by a corporation authorized to issue surety bonds in the State of California, with a financial condition and record of service satisfactory to Town. Town reserves the right to reduce or waive this requirement at any time.

The condition of the performance bond shall be such that if Franchisee shall well and truly perform the covenants, promises, undertakings and obligations contracted by Franchisee to be performed under this Agreement, then the obligation of the bond shall be void; otherwise it shall remain in full force and effect.

Said bond shall terminate and be canceled upon the completion of all of Franchisee's obligations under this Agreement. Town shall execute and deliver to Franchisee or Franchisee's surety company promptly upon Franchisee's completion of all of Franchisee's obligations under this Agreement such certificates or other documents as either of them may reasonably request for the purpose of terminating and canceling such performance bond.

14.2 Town's Rights – Town shall have the right to draw against the faithful performance bond or the letter of credit in the event of a breach or default of Franchisee or the failure of Franchisee to perform fully any obligation under this Agreement. Within five (5) calendar days of receipt of notice from Town, Franchisee shall renew or replace such sums of money as needed to bring the faithful performance bond or letter of credit current.

ARTICLE 15

INSURANCE REQUIREMENTS

15.1 Insurance Policies – Franchisee shall procure and maintain throughout the Term of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Franchisee's performance of work or services under this Agreement. Franchisee's performance of work or services shall include performance by Franchisee's employees, agents, representatives and subcontractors.

15.1.1 Minimum Limits of Insurance – Franchisee shall maintain insurance limits no less than:

A. Comprehensive General Liability: $4,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage.

B. Automobile Liability: $4,000,000 for bodily injury per person; $2,000,000 for bodily injury per occurrence; and $2,000,000 for property damage.

C. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability.

D. Hazardous Waste and Environmental Impairment Liability: $4,000,000 per occurrence.

15.1.2 Deductibles And Self-Insured Retentions – Any deductibles or self-insured retentions must be declared to, and approved by, the City Manager. At the option of Town, either: the insurer shall

Page 571 of 802 ends

6/ 28/ 2019 27 LAH-19agmt
reduce or eliminate such deductibles or self-insured retentions as respects Town, its officers, employees, agents and Franchisees; or Franchisee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the City Manager.

15.2 Endorsements – The policies are to contain, or be endorsed to contain, the following provisions:

A. General Liability and Automobile Liability Coverage

1. Town, its officers, insureds, employees, agents and Franchisees are to be covered and named as additional insureds as respects: Liability arising out of activities performed by, or on behalf of, Franchisee; products and completed operation of Franchisee; premises owned, leased or used by Franchisee; and automobiles owned, leased, hired or borrowed by Franchisee. The coverage shall contain no special limitations on the scope of protection afforded to Town, its officers, employees, agents and Franchisees.

2. Franchisee' s insurance coverage shall be primary insurance as respects Town, its officers, employees, agents, and Franchisees. Any insurance, or self-insurance maintained by Town, its officers, employees, agents or Franchisees shall be excess of Franchisee's insurance and shall not contribute with it.

3. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to Town, its officers, employees, agents, or Franchisees.

5. Coverage shall state that Franchisee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

B. All Coverage - Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in limits except after thirty (30) days' prior written notice has been given to Town.

15.3 Acceptability Of Insurers – Insurance is to be placed with insurers acceptable to the City Manager.

Such insurance shall be executed by a surety licensed and in good standing with the Department of Insurance in the State of California, and have a Best Company rating of A-10 or better. All insurers must be identified by full name; rating, according to the latest edition of Best's Key Rating Guide; and status as insurers admitted in California. If the company is not rated, current financial information should accompany the quotation.

15.4 Verification Of Coverage – Franch isee shall furnish Town with certificates of insurance and with original endorsements affecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

Franchisee shall furnish Town with a new certificate of insurance and endorsements upon each renewal of coverage or change of insurers. Proof of insurance shall be provided in writing to the City Manager.

15.5 Subcontractors – Franchisee shall include all subcontractors as insured under its policies or shall obtain separate certificates and endorsements for each subcontractor.

15.6 Modification of Insurance Requirements – The insurance requirements provided in this Agreement may be modified or waived by the City Manager, in writing, upon the request of Franchisee if the City Manager determines such modification or waiver is in the best interests of Town considering all relevant factors, including exposure to Town.

ARTICLE 16

INDEMNIFICATION

Page 572 of 802 ends

6/ 28/ 2019 28 LAH-19agmt

16.1 Indemnification and Hold Harmless – Franchisee, for and on behalf of itself and its agents, subcontractors, directors, officers, employees and representatives shall indemnify, defend and hold harmless Town, its officers, agents and employees from and against any and all losses, liabilities, penalties, claims, demands, judgments, damages, actions or suits, of any and every kind and description, arising or resulting from any work or services performed by Franchisee or its agents, subcontractors, directors, officers, employees, or representatives pursuant to this Agreement, or which results from their noncompliance with any laws respecting the collection, transportation, processing or disposal of Recyclable Materials and Yard Trimmings. The acceptance by Town of any work or services under this Agreement shall not operate as a waiver of such indemnification or hold harmless.

16.2 Defense – Upon the demand of Town, Franchisee shall defend Town, its officers and/or employees against any matter described in Section 16.1 of this Agreement with Attorneys reasonably approved by town.

16.3 Exception – Notwithstanding Sections 16.1 and 16.2, Franchisee' s obligation to indemnify, hold harmless and defend Town, its officers and employees shall not extend to any loss, liability, penalty, claim, demand, action or suit arising from acts or omissions constituting willful misconduct on the part of Town, its officers or employees.

16.4 Damage by Franchisee – If Franchisee' s employees or subcontractors cause any injury, damage or loss to Town property, including but not limited to Town streets or curbs ( excluding normal wear and tear), Franchisee shall reimburse Town for Town's costs of repairing such injury, damage or loss. Such reimbursement is not in derogation of any right of Town to be indemnified by Franchisee for any such injury, damage or loss. With the prior written approval of Town's City Manager, Franchisee may repair the damage at Franchisee's sole cost and expense.

ARTICLE 17

TERMINATION

17.1 Franchisee' s Default – Town may terminate this Agreement upon Franchisee' s default of any material duty or obligation of Franchisee under this Agreement and Franchisee' s failure to cure such default within thirty (30) calendar days of Town's written notice to Franchisee of such default. If the default is not capable of cure within said thirty (30) calendar days, Franchisee shall provide written notice to Town together with a schedule of cure within fifteen (15) calendar days of Town's notice of default, shall begin action to cure the default within said thirty (30) calendar days, and shall diligently proceed to cure the default. Town may accept Franchisee's schedule of cure, may make a written demand that Franchisee cure the default within a time period set by Town, or may terminate this Agreement at the end of the thirty-day default period.

17.2 Immediate Termination – Town may terminate this Agreement immediately upon written notice to Franchisee in the event Franchisee fails to provide and maintain the performance bond as required by this Agreement, Franchisee fails to obtain or maintain the insurance policies and endorsements as required by this Agreement, Franchisee fails to provide the proof of insurance as required by this Agreement, or Franchisee fails to indemnify Town against State penalties under AB 9310.

17.3 Bankruptcy Or Insolvency Of Franchisee – Town may terminate this Agreement immediately upon written notice to Franchisee upon the occurrence of any of the following and Franchisee' s failure to provide adequate assurance that any of the following can be removed within thirty (30) calendar days of Town's demand for such assurance: ( 1) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of Franchisee; ( 2) Franchisee's general assignment if its assets for the benefit of Franchisee's creditors; ( 3) a court entry of any decree or order adjudging Franchisee to be insolvent or

Page 573 of 802 ends

6/ 28/ 2019 29 LAH-19agmt
bankrupt; ( 4) a court entry of any decree or order approving as properly filed a petition seeking reorganization of Franchisee or an arrangement under the bankruptcy laws or any other applicable debtor's relief law or statute of the United States or any State; or (5) a determination by the City Manager, based upon a statement prepared by an independent certified public accountant mutually agreed upon by Franchisee and the City Manager, that there is a reasonable probability that Franchisee's financial capability to perform this Agreement is impaired.

17.4 Authority to Terminate – The City Council of Town is authorized to terminate this Agreement on behalf of Town in accordance with Article 17 of this Agreement . Termination of this Agreement under this Article 17 shall not relieve Franchisee of the obligation to pay any fees, taxes, or other charges then due to Town nor relieve Franchisee of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve Franchisee from any claim for damages previously accrued or then accruing against Franchisee. Town shall pay to Franchisee any amounts due to Franchisee for the performance of services under this Agreement through the effective date of termination.

17.5 Termination Cumulative – Town's right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement.

ARTICLE 18

GENERAL PROVISIONS

18.1 Service Standards – Franchisee shall perform all services under this Agreement in a thorough and professional manner. Collection services described in Article 5 of this Agreement shall be performed regardless of weather conditions and regardless of difficulty of collection. Miscellaneous services described in Article 10 of this Agreement shall be performed professionally, promptly and courteously.

18.2 Labor and Equipment – Franchisee shall provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of Franchisee' s obligations under this Agreement.

Franchisee shall at all times have sufficient back up equipment and labor to fulfill Franchisee's obligations under this Agreement. No revenue for Franchisee's services or for Franchisee's supply of labor, equipment, tools, facilities or supervision shall be provided or paid to Franchisee by Town or by any Service Recipient except as expressly provided by this Agreement.

18.3 Assignment – The experience and expertise of Franchisee are material considerations for this Agreement. Franchisee shall not assign any of Franchisee' s rights nor delegate any of Franchisee' s duties under this Agreement. Any attempt to so assign Franchisee's rights or delegate Franchisee's duties shall be void and of no force or effect.

Should the Franchisee wish to assign any of Franchisee' s duties under this Agreement, Franchisee must submit their request in writing, and the proposal must be approved by City Council prior to implementation. Any attempted assignment shall be null and void and of no effect without prior City Council approval.

18.4 Successors and Assigns – This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided that no party hereto may assign this Agreement without the prior consent of the other party, which consent the Town may withhold at its sole discretion; and provided, further, that no assignment shall be valid and binding that endeavors to relieve the assigning party of any obligations to make payments that accrued prior to the date of assignment or of which the assignee has not affirmatively agreed, in writing, to assume all obligations of the assignor thereunder. Any dissolution, merger, consolidation, or other reorganization of Franchisee, or the sale or other transfer of a controlling percentage of the capital stock of Franchisee, shall be deemed a voluntary assignment. The phrase

Page 574 of 802 ends

6/ 28/ 2019 30 LAH-19agmt
controlling percentage” means the ownership of, and the right to vote, stock possessing at least 51% of the total combined voting power of all classes of Franchisee’ s capital stock issued, outstanding, and entitled to vote for the election of director.

18.5 Independent Franchisee – In the performance of services pursuant to this Agreement, Franchisee shall be an independent Franchisee and not an officer, agent, servant or employee of Town. Franchisee shall have exclusive control over the details of the services and work performed and over all persons performing such services and work. Franchisee shall be solely responsible for the acts and omissions of its officers, agents, employees, Franchisees and subcontractors, if any. Neither Franchisee nor its officers, employees, agents, Franchisees or subcontractors shall obtain any right to retirement benefits, Workers' Compensation benefits, or any other benefits which accrue to Town employees, and Franchisee expressly waives any claim it may have or acquire to such benefits.

18.6 Name – Franchisee shall not use a firm name containing the words “ City” or “ Town” or other words implying municipal ownership without prior written approval of Town.

18.7 Law to Govern – The law of the State of California shall govern this Agreement.

18.8 Venue – Any litigation between Town and Franchisee concerning or arising out of this Agreement shall be filed and maintained exclusively in the Municipal or Superior Courts of Santa Clara County, State of California, to the fullest extent permissible by law. Each party consents to service of process in any manner authorized by California law.

18.9 Compliance with Law – In the performance of this Agreement, Franchisee shall comply with all applicable laws, regulations, ordinances and codes of the federal, state and local governments, including without limitation the Municipal Code of Town.

Town shall provide written notice to Franchisee of any planned amendment to the Los Altos Hills Municipal Code which would substantially affect the performance of Franchisee's services pursuant to this Agreement. Such notice shall be provided at least thirty (30) days prior to the City Council's approval of such an amendment.

18.10 Permits and Licenses – Franchisee shall obtain, and shall maintain throughout the Term of this Agreement, all necessary permits, licenses and approvals required for Franchisee to perform the work and services agreed to be performed by Franchisee pursuant to this Agreement. Franchisee shall show proof of such permits, licenses or approvals and shall demonstrate compliance with the terms and conditions of such permits, licenses and approvals upon the request of the City Manager, including without limitations, a business license.

18.11 Ownership of Written Materials – All reports, documents, brochures, public education materials, and other written, printed or photographic materials developed by Town or Franchisee in connection with the services to be performed under this Agreement, whether developed directly or indirectly by Town or Franchisee, shall be and shall remain the property of Town without limitation or restriction on the use of such materials by Town. Franchisee shall not use such materials in connection with any project not connected with this Agreement without the prior written consent of the City Manager.

18.12 Waiver – The waiver by Town or Franchisee of any breach or violation of any term, covenant or condition of this Agreement shall not be deemed to be a waiver of any other term, covenant or condition or any subsequent breach or violation of the same or of any other term, covenant or condition. The subsequent acceptance by Town of any fee, tax, or any other moneys which may become due from Franchisee to Town shall not be deemed to be a waiver by Town of any breach or violation of any term, covenant or condition of this Agreement.

Page 575 of 802 ends

6/ 28/ 2019 31 LAH-19agmt

18.13 Notices – All notices and other communications required or which may be given under this Agreement shall be deemed given when deposited in the United States mail or when personally delivered to the parties as specified in this Section. In the case of a notice or communication by facsimile or other electronic means, a written copy shall be mailed or personally delivered within the three (3) days of the transmittal of the facsimile or other electronic means. All notices or other communica tions sent by mail shall be sent postage prepaid to the address specified below:

To Town: City Manager
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
City Manager can be reached by phone at 650-941-7222, or by fax at 650-941-3160.

To Franchisee: General Manager
GreenWaste Recovery, Inc.
1500 Berger Drive
San Jose, CA, 95122
General Manager can be reached by phone at 408-938-4902, or by fax at 408-287-3108.

Either party may designate a different mailing address by providing notice to the other party as provided in this Section 18.13.

Notice by Town to Franchisee of a missed pick-up, or a Service Recipient problem or complaint, may be given to Franchisee orally through Franchisee' s local telephone number, electronic mail or messaging or by telefax, with written confirmation sent to Franchisee within seventy-two (72) hours of the oral notification.

18.14 Transition to Next Franchisee – In the event Franchisee is not awarded an Agreement to continue to provide services following the expiration or earlier termination of this Agreement, Franchisee shall cooperate fully with Town and any subsequent Franchisee to assure a smooth transition of services described in this Agreement. Such cooperation shall include, but not be limited to, transfer of computer data, files and tapes; providing routing information, route maps, vehicle fleet information, and lists of Service Recipients and account information. During the last six (6) months of this Agreement, these materials shall be provided to Town within five (5) working days of the request by Town.

18.15 Town Representative – Except as otherwise provided in this Agreement, the City Manager or his or her designee shall be authorized to act on behalf of Town in the administration of this Agreement.

18.16 Franchisee' s Records – Franchisee shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, computer files, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to Town for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

Franchisee shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, or a designated representative of any of these officers. Copies of such documents shall be provided to Town for inspection at Town Hall when it is practical to do so. Otherwise, unless an

Page 576 of 802 ends

6/ 28/ 2019 32 LAH-19agmt
alternative is mutually agreed upon, the records shall be available at Franchisee' s address indicated for receipt of notices in this Agreement.

Where Town has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Franchisee's business, Town may, by written request or demand of any of the above- named officers, require that custody of the records be given to Town and that the records and documents be maintained in Town Hall. Access to such records and documents shall be granted to any party authorized by Franchisee, Franchisee's representatives or Franchisee's successor -in-interest.

18.17 Use of Recycled Products – Franchisee is requested to use, wherever feasible in the performance of services under this Agreement, products or materials which contain recycled materials content. This would include such items as reports on recycled content paper, recycling Containers with recycled plastic content; and use of re-refined oil in collection vehicles.

18.18 Amendment – This Agreement may be amended or modified only by written Agreement duly authorized by Franchisee and City Council and executed by their authorized representatives.

18.19 Paragraph Headings – The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and will not affect the construction or interpretation of any of its provisions.

18.20 Drafting – This Agreement, and each of the provisions hereof, have been reached as a result of negotiations between the parties and their respective attorneys. Each of the parties hereto expressly acknowledges and agrees that this Agreement shall not be deemed to have been prepared by or drafted by any particular party and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party or parties, shall not be employed in the interpretation of this Agreement.

18.21 Severability – Should one or more of the provisions of this Agreement be held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain and continue in full force and effect, provided that the continuation of such remaining provisions does not materially change the duties or obligations of either party from those duties or obligations originally contemplated by this Agreement.

18.22 Entirety – This Agreement and the Exhibits attached hereto represent the entire Agreement of Town and Franchisee with respect to the services to be provided under this Agreement. No prior written or oral statement, proposal, or Agreement shall alter any term or provision of this Agreement.

18.23 Nondiscrimination – In performing the collection services hereunder, Franchisee shall not discriminate against any person on the ground of race, sex, age, creed, color, religion or national origin.

18.24 Attorney’ s Fees – In any legal action or proceeding brought for enforcement of this Agreement, the successful party shall be entitled to recover reasonable attorney’ s fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

18.25 Dispute Resolution

18.25.1 Call for Mediation – If the parties are unable to resolve a dispute arising under this Agreement in a cooperative manner, either party may call for mediation, as hereafter described. The party calling for mediation shall serve notice in writing upon the other party setting forth the question or questions to be mediated. The costs of the mediation shall be borne equally by the parties.

Page 577 of 802 ends

6/ 28/ 2019 33 LAH-19agmt

18.25.2 Mediation – Within ten (10) days after delivery of notice, the parties shall select a mutually acceptable mediator from the Judicial Arbitration and Mediation Service (“ JAMS”) or other mutually agreeable organization. In the event the parties are unable to agree on a mediator, a mediator shall be selected for them at random by the San Francisco office of JAMS . However, either side may reject the proposed mediator and JAMS will select another. Within ten (10) days thereafter, the parties shall meet with the mediator in a good faith attempt to resolve their dispute.

The parties shall continue to meet with the mediator until their dispute is resolved or the mediator indicates that he or she does not believe that further efforts are likely to result in a successful resolution.

18.26 Force Majeur e – If the performance by a party hereto ( the “ Affected Party”) of any of its obligations or undertakings under this Agreement is interrupted or delayed by any occurrence beyond the reasonable control of the Affected Party, whether that occurrence is an act of God or public enemy, or whether that occurrence is caused by war, riot, storm , flood, terrorists' attacks, strikes, earthquake, other natural forces or operation of law, then the Affected Party shall be excused from any further performance for whatever period of time until the occurrence has abated so that the Affected Party's performance may resume. The nonAffected Party in its discretion may terminate this Agreement if the occurrence continues substantially unabated for a period of ninety (90) days. Notwithstanding the above, if the Force Majeure clause is invoked the Town shall have the right to use the equipment as set forth in Section 10.5 of this Agreement, however the time limitation shall not apply and the Town may use the equipment until the Franchisee has resumed full performance.

18.27 Counterparts – This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.

Page 578 of 802 ends

Page 579 of 802 ends

EXHIBIT A: RECYCLABLE MATERIALS
Acceptable Recyclable Materials – Must Be Clean and Free of Food and Liquid Material Definition
Tin/Steel Includes steel food, beverage, aerosol and paint cans. “ Tin” cans fall into this category. Tin or other coatings are often applied to a steel food can.

Aluminum Aluminum used beverage containers, post- consumer aluminum beverage cans.

Metal – Misc. Electrical motors, hangers ( bundled), keys, nuts and bolts, metal pipe, propane tanks ( empty), scrap metal, tools ( drained of all fluids), toys, doors and screens.

PET # 1 Polyethylene Terephthalate ( PET, PETE). PET is clear or mostly clear and tough. Commonly used in soft drink bottles and many injection molded consumer product containers.

NHDPE
CHDPE
2 ( Natural High-Density Polyethylene). Includes milk, water and other bottles that are HDPE and are of a natural or translucent color.

Colored High-Density Polyethylene). Includes juice, detergent and other bottles that are HDPE and are of a colored or opaque color.

Mixed Plastic #3-7 # 3 PVC: Polyvinyl Chloride. Commonly used in film for meat packaging and some rigid plastic containers. Does not include hard PVC (e.g. pipe). 4 LDPE: Low Density Polyethylene. Commonly used in newspaper and grocery bags and butter cups lids. Only acceptable when all film plastics are bagged together.
5 PP: Polypropylene. Commonly used in yogurt containers and deli trays. 6 PS: Polystyrene. ( not typically recycled including Styrofoam) Commonly used in plastic cups and plates and to-go containers.
7 OTHER: Other mixed resins. Commonly used in mixed plastic containers or plastic products.

Glass – Clear Clear Glass Bottles and Containers means clear glass beverage and food containers and glass dishware with or without a CRV label. Examples: Whole or broken clear soda and beer bottles, fruit juice bottles, peanut butter jars, and mayonnaise jars. Does not include glass bakeware, Pyrex or ceramics.

Glass – Colored Colored Glass Bottles and Containers includes food and beverage containers – three subtypes described below:

Green Glass Bottles and Containers means green- colored glass containers with or without a CRV label. Examples: Whole or broken green soda, beer and wine bottles.

Page 580 of 802 ends

Acceptable Recyclable Materials – Must Be Clean and Free of Food and Liquid Material Definition
Brown Glass Bottles and Containers means brown- colored glass containers with or without a CRV label. Examples: Whole or broken brown soda, beer and wine bottles.

Other Colored Glass Bottles and Containers means colored glass containers and bottles other than green or brown with or without a CRV label. Examples:

Whole or broken blue or other colored bottles and containers.

Glass – 3 Mix A collection of flint, amber, and green beverage or food container glass. It may contain normal container labels and metal tops.

Mixed Paper A mixture of various grades of recyclable waste paper not limited by fiber content and includes most types of clean and dry paper including glossy, white ledger and computer papers, colored paper, newspapers, magazines, catalogs, phone books, shredded paper, cards, laser- printed white ledger, windowed envelopes, sticky notes, paperboard, paper egg cartons and often contains corrugated and brown paper. Does not include photographs, carbon paper, tissue, napkins or waxed/ coated fiber or mixed fiber products that may include coffee cups, ice cream containers, gable top cartons, aseptic or tetrapak. Food soiled materials and materials with visible water marks are not accepted.

News Known as ONP ( old news print), ONP has two major sub-grades:

No. 8 is sorted newspapers only.

No. 6 may have some magazines mixed in and may be tied in bundles or gathered in brown bags.

Food soiled materials and materials with visible water marks are not accepted.

OCC Used boxes and sheets of corrugated board of various qualities. Corrugated is known as OCC (old corrugated container). OCC is clean cardboard made from unbleached, unwaxed paper with a fluted ( corrugated) inner liner. Does not include pizza boxes. Food soiled materials and materials with visible water marks are not accepted.
eWaste: Includes calculators, cameras, cell phones, computer mice, cords, DVD players, DVRs, fax machines, keyboards, small printers, radios, scanners, smart phones, stereos, telephones, VCRs. Inkjet/toner cartridges are not acceptable in the commingled container but are acceptable if collected separately.

Page 581 of 802 ends

Cart Size BASE SERVICES* Cart Size
BLUE Cart Only
Service
GREEN Cart Only
Service
20-Gallon GRAY Cart 33.51$ 20-Gallon Cart n/a n/a
32-Gallon GRAY Cart 46.71$ 32-Gallon Cart n/a n/a
64-Gallon GRAY Cart 93.45$ 64-Gallon Cart $ 23.36 $ 70.08 96-Gallon GRAY Cart 140.14$ 96-Gallon Cart $ 35.04 $ 105.11 Cart Size GRAY Cart (Ea.) BLUE Cart (Ea.) GREEN Cart (Ea.) 20-Gallon Cart n/a n/a n/a
32-Gallon Cart n/a n/a n/a
64-Gallon Cart** $ 46.72 n/a n/a
96-Gallon Cart $ 70.07 $ 7.01 $ 35.04
Distance

DRIVE-ON
Charge*** Distance
BASE
SERVICES****

ADDITIONAL
SERVICES*****
11' - 100' 26.00 11' - 25' 40.70 13.57
101' - 200' 52.00 26' - 100' 81.41 27.14
201' - 300' 65.00 Each Add'l 100' 81.41 27.14
301' - 400' 78.00
401' - 500' 91.00
Each Additional 100' 13.00 *** All GRAY and BLUE Carts
One (1) GRAY Cart and one (1) BLUE Cart
Each additional GRAY or BLUE Cart
Material Type Per Each Set- out Set- out Equivalent Service Description Per Item Rate Excess GRAY Material $ 14.68 32-gallon Bulky Item Pick- up $ 30.00 Excess BLUE Material $ 3.58 32-gallon Bulky Item ( w/ Freon) $ 45.00 Excess GREEN Material $ 5.92 96-gallon
Box Size Type Pull Rate Weight Included Cost Per Add'l Ton 10- Cubic Yard Mixed Debris or C& D 440.20$ up to 3 tons 97.10$ 20- Cubic Yard Mixed Debris or C& D 524.36$ up to 4 tons 97.10$ 40- Cubic Yard Mixed Debris or C& D 705.62$ up to 6 tons 97.10$ 10- Cubic Yard Dirt or Concrete 653.83$ up to 8 tons 58.26$ 10- Cubic Yard Dirt and Concrete 769.00$ up to 8 tons 58.26$ Bin Size Delivery/ Retrieval Collection Services Total Rate 1-Cubic Yard Bin $ 50.00 $ 117.61 $ 167.61
2-Cubic Yard Bin $ 50.00 $ 146.68 $ 196.68

RESIDENTIAL COLLECTION RATES - MONTHLY RECURRING SERVICES

EXTRA SERVICES

DEBRIS BOX SERVICES

BIN-BY-THE-DAY SERVICES

ADDITIONAL SERVICES
EXHIBIT B: INITIAL RATES
BASE SERVICES include one (1) 96-gallon BLUE Cart and up to two ( 2) GREEN Carts for no additional charge. GREEN Carts must be placed CURBSIDE for Collection. BASE SERVICE Rates for Eligible Lifeline/ CARE Residential Service Recipients are charged at 85% and applicable to BASE SERVICES only.

Manure Service is provided in 64-gallon GRAY Carts.

ON-PREMISE ( DRIVE- ON Services) ON-PREMISE ( WALK- ON Services)

EXCESS SERVICES

RESIDENTIAL COLLECTION RATES - MONTHLY NON-RECURRING SERVICES

Page 582 of 802 ends

Container Size 1x/week 2x/week 3x/week 4x/week 5x/week 6x/week 64-Gallon $ 46.72 $ 98.12 $ 147. 18 $ 196. 24 $ 245. 29 $ 247.63 96-Gallon $ 70.07 $ 147.15 $ 220. 72 $ 294. 30 $ 367. 87 $ 371.37 1-Cubic Yard Bin 117.61$ 177.13$ 247.70$ 321.05$ 449.74$ 539.70$ 2-Cubic Yard Bin 146.68$ 232.48$ 343.18$ 474.65$ 607.51$ 716.82$ 3-Cubic Yard Bin 184.05$ 290.60$ 430.39$ 593.65$ 817.85$ 965.93$ 4-Cubic Yard Bin 232.48$ 368.11$ 550.78$ 772.17$ 1,003.29$ 1,203.94$ 6-Cubic Yard Bin 287.83$ 445.60$ 644.88$ 871.81$ 1,089.07$ 1,252.40$ 8-Cubic Yard Bin 358.42$ 556.29$ 806.77$ 1,089.07$ 1,361.69$ 1,565.12$ Container Size 1x/week 2x/week 3x/week 4x/week 5x/week 6x/week 64-Gallon $ 11.68 $ 24.53 $ 36.79 $ 49.06 $ 61.32 $ 61.91 96-Gallon $ 17.52 $ 36.79 $ 55.18 $ 73.57 $ 91.97 $ 92.84 1-Cubic Yard Bin $ 29.40 $ 44.28 $ 61.93 $ 80.26 $ 112. 44 $ 134. 93 2-Cubic Yard Bin $ 36.67 $ 58.12 $ 85.79 $ 118.66 $ 151. 88 $ 179. 20 3-Cubic Yard Bin $ 46.01 $ 72.65 $ 107.60 $ 148.41 $ 204.46 $ 241.48 4-Cubic Yard Bin $ 58.12 $ 92.03 $ 137.69 $ 193.04 $ 250. 82 $ 300. 98 6-Cubic Yard Bin $ 71.96 $ 111. 40 $ 161.22 $ 217.95 $ 272. 27 $ 313. 10 8-Cubic Yard Bin $ 89.61 $ 139.07 $ 201.69 $ 272.27 $ 340.42 $ 391.28 Container Size 1x/week 2x/week 3x/week 4x/week 5x/week 6x/week 64-Gallon $ 23.36 $ 49.06 $ 73.59 $ 98.12 $ 122.65 $ 123.82 96-Gallon $ 35.04 $ 73.57 $ 110.36 $ 147.15 $ 183. 94 $ 185. 69 Push/Pull Distance****** 1x/week 2x/week 3x/week 4x/week 5x/week 6x/week 0-10' 13.83$ $ 27.66 $ 41.50 $ 55.33 $ 69.16 $ 82.99
11-25' 20.74$ $ 41.49 $ 62.23 $ 82.97 $ 103. 71 $ 124. 46 26-50' 62.26$ $ 124.52 $ 186.78 $ 249.04 $ 311.30 $ 373.56 51-100' 76.11$ $ 152. 23 $ 228.34 $ 304.46 $ 380. 57 $ 456. 69 101-200' 89.96$ $ 179. 92 $ 269.87 $ 359.83 $ 449. 79 $ 539. 75 201-300' 103.78$ $ 207. 56 $ 311.34 $ 415.12 $ 518. 89 $ 622. 67 301-400' 117.61$ $ 235.22 $ 352.83 $ 470.44 $ 588.06 $ 705.67 Account RE-START Fee – Administrative Fee 10.00$ Account Reinstatement Fee Container RE- DELIVERY Fee – Delivery of Removed Cart( s) 25.00$ Per Vehicle Trip Container DELIVERY/ SWAP Fee – Beyond 1x Per Year 25.00$ Per Vehicle Trip Cart CLEANING/ SWAP Fee 25.00$ Per Vehicle Trip
Bin CLEANING/ SWAP Fee 115.00$ Per Bin
Cart NON- SCHEDULED Collection Go- Back/ Trip Fee 20.00$ Per Vehicle Trip Bin NON- SCHEDULED Collection Go- Back/ Trip Fee 35.00$ Per Bin LATE Fee – Applies on past due balances of 30-days or more. 1.5% Periodic monthly rate ( APR of 18%, minimum $ 2.00 fee) One-Time ADDITIONAL COLLECTION - Collection Charge 20.00$ Per Collection One- Time ADDITIONAL COLLECTION - Processing Charge 25% of the 1x/week collection Residential ENCLOSURE Fee 5.00$ Per Month, Per Enclosure Non- Residential ENCLOSURE Fee ( w/ Lock) 15.00$ Per Collection Non- Residential ENCLOSURE Fee ( w/o Lock) 10.00$ Per Collection LOCKING BIN Installation Charge 50.00$ Per Installation Cart REPLACEMENT Fee – if damaged by customer. 60.00$ Per Cart Bin REPLACEMENT Fee – if damaged by customer. 25% - 50% of current cost of an equivalent Bin based on extent of the damage.

Push/ Pull distances are not applicable for rear-load Bins up to 25'.

ADDITIONAL MISC. CHARGES

NON- RESIDENTIAL COLLECTION RATES - MONTHLY RECURRING SERVICES Non-Residential RECYCLABLE MATERIALS Monthly Collection Rates Non-Residential YARD TRIMMINGS Monthly Collection Rates Non- Residential MIXED COMPOSTABLES Monthly Collection Rates Non-Residential PUSH/ PULL Monthly Collection Rates

Page 583 of 802 ends

EXHIBIT C: PUBLIC EDUCATION AND OUTREACH PLAN
GreenWaste firmly believes that implementation of a successful public education and outreach plan will require close coordination with the Town throughout the term of the Agreement. The public education and outreach plan will be designed and implemented to maximize information distribution to inform Service Recipients about the services provided under the new Agreement, and communicate the methods and benefits of source reduction, reuse, recycling, and composting. Public outreach materials will highlight acceptable material types for each Container, inform Service Recipients on how to best place materials in Containers and provide proper set-out instructions to facilitate collection.

Integration of GreenWaste’ s outreach experience and past successes is crucial to engaging, increasing, and sustaining the participation in source reduction, reuse, recycling, and composting programs. The description that follows focuses on the following activities:

New Program Rollout
New Program Collateral Development
In advance of the rollout of new and expanded service programs, GreenWaste will have developed and finalized the updated collateral materials, reflective of new programs, in preparation for distribution.

Informing Service Recipients in advance of new and expanded programs is key in helping GreenWaste’ s Outreach, Customer Service, and operations teams to complete necessary transition tasks. GreenWaste’ s goal is to keep all Service Recipients well informed and at ease with changes to their service. Below are the collateral pieces that will be developed specifically for the transition period. For additional details on New Program Rollout, please see Exhibit J.

New and Expanded Services Notice: New and expanded services notices will be developed.. These pieces will provide an overview of collection options and include other related information deemed appropriate and timely by the Town.

Container Verification and Selection Brochure: Container Verification and Selection tri-fold brochures will be developed to provide Service Recipients with an overview of the new services available, detail proper set-out instructions and include other related information deemed appropriate and timely by the Town. Many Service Recipients will be able to repurpose their existing Containers to suit the new collection program, and the brochure will provide clear guidance as to how to reuse Containers. In order to properly update, reduce and/or supplement Containers on-site, Service Recipients will need to select the type of service they’d like to receive, as well as the quantity of associated Containers. The third panel of the distributed tri-fold brochure will be designed as a tearoff return mailer for Service Recipients to select and/or confirm service levels, including designating the Containers they intend to maintain, and return to GreenWaste prior to the distribution of Containers.

In addition to these collateral pieces designed and distributed specifically for the transition of the new Agreement and associated new and expanded programs, comprehensive recycling guides will also be updated toreflect new and expanded services. These guides will also be provided tonew Service Recipients throughout the term of the new Agreement and will be available for download online.

Page 584 of 802 ends

Recycling Guide: Detailed “ how-to” recycling guides will be updated to inform Residential Service Recipients of the details of the new and expanded service offerings. These booklets include three (3) full page color-coded pages identifying the list of acceptable materials organized by material type. The booklets also include graphic illustrations of proper set-out procedures, acceptability and necessary preparation of materials for each of their Carts, details on how to utilize services available to Residential Service Recipients and will offer other related information deemed appropriate by the Town. Recycling guides will be updated as necessary and will be available online and distributed to new Service Recipients throughout the term of the new Agreement.

New Program Community Outreach
GreenWaste understands that the new program for Curbside Yard Trimmings will require significant community engagement toensure Service Recipients understand the new program parameters. GreenWaste will participate in and host a number of community workshops, resident meetings, and tabling events to ensure all Service Recipients understand the new program.

Community Workshops: Incollaboration withthe Town, GreenWaste will host educational workshops to specifically explain the new programs. The workshops will provide the opportunity to demonstrate service changes and associated set-out requirements, review rate options in detail, and answer any questions the Service Recipients might have. GreenWaste intends on hosting two workshops in each Town, at locations and times mutually agreed upon with the Town.

Resident Meetings: GreenWaste will work to identify existing resident and/or HOA meetings where a GreenWaste staff member can present the new program. Much like the workshops, this will provide theopportunity todiscuss the program face-to-face with the Service Recipients ina forum-typesetting.

Tabling Events: In collaboration with the Town, GreenWaste will participate in Town events, such as Earth Day and Town Picnics, to share information and collateral, and answer Service Recipient questions.

Proactive Communication
During the transition to new programs and throughout the term of the new Agreement, GreenWaste will provide up-to-date and accurate information and collateral materials to all Service Recipients. GreenWaste will work with the Town to prepare collateral materials specific to individual programs, will maintain thematic branding in all outreach collateral, and will modify and include additional materials as needed.

GreenWaste will identify the target audience, the purpose, and the message(s) to be communicated for each piece of collateral. GreenWaste will offer the Town the opportunity to provide input on the content and format of all collateral material at least two weeks in advance of production of the final documents, comments provided by the Town Manager will be incorporated and all materials relating to the services provided will be approved by the Town prior to being printed for distribution.

All outreach materials developed for the Town will be:

Thematically branded with consistent color, font, look and feel, Photo-oriented to appeal to varied language and literacy levels, Available in digital form to minimize printing waste and provide easy access to information, and Printed on recycled paper (double-sided as appropriate).

Page 585 of 802 ends

Ongoing Public Education & Outreach
Collateral materials generated throughout the term of the new Agreement will meet or exceed all Town requirements. Drafts and design templates will be provided to the Town for approval prior to production.

At a minimum, the following ongoing collateral materials will be developed and distributed to Service Recipients:

Quarterly Newsletter: Quarterly newsletters will continue to be developed and distributed to all Residential Service Recipients. These will be sent as bill inserts, self-mailers or will be distributed digitally, as appropriate, and will include general information applicable to residential Service Recipients.

Holiday Service Notification: Holiday service bill inserts or postcards will be developed and mailed to Service Recipients at least thirty ( 30) days in advance of rescheduled service. Additionally, notification of holiday service may be offered in the form of GreenWaste websites and/or via social media.

Services & Program Notifications: On an as-needed basis, these bill inserts will be developed and included in Service Recipient invoices to provide notification to Service Recipients of upcoming and timely information as deemed appropriate and timely by the Town.

Non-Collection Notices: Non-collection notices ( NCNs) will also be updated as applicable. The notices are cart hangers for use by drivers whenever issues with contamination or improper set-out are encountered. NCNs can be used as a notification and warning system to the Service Recipient when an issue is encountered by collection, or they can be used to explain why collection did not occur.

Website Maintenance
GreenWaste has designed an easily navigable website that maintains the same look and feel as other outreach collateral. GreenWaste has an in-house outreach team and Graphic Designer who are responsible for the development and maintenance of the website. Utilizing an in-house team allows GreenWaste the flexibility to quickly make changes
Social Media
GreenWaste’ s social media presence is aimed atincreasing awareness ofthecompany, affiliatedcompanies, service offerings, events and general posts related to the environment, resource conservation and of course, recycling and diversion. Traffic on GreenWaste’ s website, social media accounts has continued to steadily increase, demonstrating interest in what GreenWaste shares and posts.

AB 341 and AB 1826 Outreach Activities
To support the Town’ s compliance with AB341 and AB1826, GreenWaste will provide outreach and technical assistance support to Non-Residential Service Recipients as part of its ongoing Public Education Outreach Program. GreenWaste will work with the Town and promote the inclusion of information on AB341 and AB1826 in outreach materials developed for Non-Residential Service Recipients to notify businesses of the regulations and recycling options with GreenWaste as their hauler.

As a result of the unique collection system GreenWaste provides, all Service Recipients are automatically subscribed to recycling and composting services since all material is processed by GreenWaste. The regulations allow Non-Residential entities to subscribe to a service that includes mixed waste processing

Page 586 of 802 ends

that diverts recyclable materials from disposal and that yields diversion results comparable to source separation. GreenWaste’ s suite of services allow compliance with regulations to be easily attainable.

SB 1383 Outreach Activities
As California continue to work towards eliminating organic wastes from the landfill, new laws are being passed to accomplish the State’ s goals. The newest of these regulations is SB 1383, which generally is requiring jurisdictions to reduce their disposal of organics materials in the landfill.

While these regulations are not yet finalized, GreenWaste is proactively working with CalRecycle to understand the implications for our jurisdictions and will continue to be a proponent for the Town. Once theregulations are finalized, GreenWaste will work with the Townto determine what steps need to be taken for the Town to comply with the new regulations.

Community Compost Giveaway
One of GreenWaste's most successful programs has been compost giveaways. GreenWaste transports and delivers to the Town finished compost in the amount of up to ten percent ( 10%) of the tonnage of Compostable Materials collected by GreenWaste under the Agreement. This finished compost is delivered every Friday (unless otherwise instructed by the Town) at the intersection of Elena Rd. and Purissima Rd.

This material is available for Town residents only. Such distribution within the community is a great way to build support for this important recycling program and highlights the value of utilizing the innovative collection and processing methodology that GreenWaste provides.

Being Visible and Accessible to the Community
GreenWaste firmly believes inbeing astrong community citizenby becoming an integral part of and giving back to communities. GreenWaste will maintain active involvement and offer support to community groups, youth groups, business associations, and non-profit charitable organizations.

Participation in Community Events
GreenWaste will actively pursue opportunities to participate in community and educational events, including staffing booths and displays, participating inone-time, annual, and recurring events, and ensuring special events throughout the Town are poised to reduce the amount of waste sent to landfill. As part ofits Public Education Plan, GreenWaste can offer planning, outreach and/or technical assistance services to Town-sponsored special events.

MRF Tours
GreenWaste will offer tours of its Material Recovery Facility to any Town employees, residents, and community groups who desire to see first-hand how their material is processed. Visitors are provided with personal protective gear, including hard hats, safety vests, and eye protection, and are advised ahead oftime to wear comfortable, close-toed shoes. The tour guide communicates with visitors throughout the processing buildings via headsets. Visitors are briefed prior to the tour about safety and are encouraged to ask questions and interact with the tour guide during the tour.

Educating the Town’s Youth
GreenWaste is committed to educating and investing in future generations in a focused and purposeful effort, to instill in our greatest resource, our children, the knowledge, tools, and resources to make

Page 587 of 802 ends

environmental sustainability and resource conservation an ingrained and habitual part of their lives. To inspire environmental stewardship in future generations, GreenWaste’ s PEOP includes a strong environmental education component, which recognizes the powerful role that schools play in promoting awareness and fostering an environmental agenda within local communities.

Educational Materials
GreenWaste has dedicated significant resources to the development of educational materials geared toward younger audiences. GreenWaste’ s newsletters include a “ Green Kids” section with different themes and seasonal activities related torecycling and wastereduction. Thestars of GreenWaste’ s “Green Kids” section of its newsletters, and the role-model characters in GreenWaste’ s 20-page full size coloring and activity book “Color the Earth Green,” are superhero “ Captain GreenWaste” and his sidekick bulldog “Recovery.” The “ Color the Earth Green” activity book includes a two-page educational comic strip and a range of different coloring and educational activities geared toward children of different age ranges. GreenWaste is also creating a new children’ s book based on the Captain GreenWaste character, entitled “ Captain GreenWaste and the Waste Avengers.” This book aims to educate the youth on the importance of proper recycling, especially in light of current recycling challenges. Upon request, GreenWaste conducts tailored outreach, education, and equipment demonstrations to K-12 public and private schools and has developed kid-friendly recycling posters using materials that are often found in classrooms and cafeterias.

Page 588 of 802 ends

EXHIBIT D: TOWN-WIDE CLEAN-UP SERVICES

1. Materials Excluded from Town- wide Clean- ups:

Franchisee shall not be required to accept the following materials during town-wide cleanups:
a) Yard Trimmings which are greater than five (5) feet in length or more than six (6) inches in diameter and tree trunks which are more than six (6) inches in diameter; b) More than thirty (30) gallons per household or uncontainerized debris and other materials resulting from the construction or demolition of buildings and other structures; c) More than thirty ( 30) gallons per household or uncontainerized concrete, asphalt, rock and dirt; d) Tires; and
e) Hazardous Materials, including used motor oil or car batteries.

2. Materials Included in Town-wide Clean-ups:

A. Franchisee shall accept from residents of Town, and keep separate for recycling, the following materials:
a) Recyclable Materials which are collected by the Town’ s recycling program; b) Scrap metal items that do not exceed forty (40) pounds in weight and are not more than two (2) feet long in any dimension;
c) Small appliances;
d) White goods that do not contain Freon;
e) White goods that contain Freon;
f) Computer monitors and television sets;
g) Up to 30-gallons per household of containerized debris resulting from the construction or demolition of residential buildings and other structures; h) Up to 30-gallons per household of containerized concrete, asphalt, rock and dirt; i) Undamaged bulky goods (to be donated to a non-profit service organization); and j) Clean and dry textiles that are not loose (to be donated to a non-profit service organization, as feasible).

B. Franchisee shall accept from residents of Town, and keep separate for composting, the following materials:
a) Yard Trimmings which are less than six ( 6) inches in diameter, and not more than six (6) feet in length; and
b) Clean (unpainted and untreated) dimensional lumber less than five (5) feet in length.

3. Permitted Trailers
A. Trailers used by Service Recipients for the hauling of materials to the Cleanups are limited to four (4) feet by eight (8) feet in size. All trailers must be open to allow for inspection prior to entering the event (no enclosed trailers are permitted).

4. Hours of Service
A. Franchisee shall accept material from 9:00am until 3:00pm. Any Service Recipient that is not in the parking lot by 3:00pm will be turned away.

Page 589 of 802 ends

EXHIBIT E: ON-CALL CLEAN- UP SERVICES
Only Residential Service Recipients with Mixed Compostable Materials service are eligible to use the On-Call Clean-up Services program. Residential Service Recipients can schedule up to two (2) On-Call Clean-ups per year at no additional charge. Residential Service Recipients must call at least 48-hours in advance to schedule On-call Clean-up Services.

Each On-Call Clean-up Service collection allows the Residential Service Recipient to schedule pickup of either one of the following:
1) Up to two (2) Bulky Items - collection may occur on the Residential Service Recipient’ s regular Mixed Compostable Materials collection day or on a day other than the Residential Service Recipient’ s normal day of collection depending on the item, but collection shall happen within five 5) days of the Service Recipient’ s request as described in Section 1 below.. 2) Up to three (3) piles or cans of Yard Trimmings and clean wood waste - collection will occur on the customer’ s regular Yard Trimmings collection day as described in Section 2 below.

1. Bulky Items including:
a) White goods (appliances) which do not contain Freon
b) White goods (appliances) which contain Freon (refrigerators and air conditioners) count as two (2) Bulky Items
c) Computer monitors and television sets
Worn and damaged furniture, mattresses, box springs ( mattress and box springs each count as one Bulky Item)
d) Reusable (undamaged) household goods, toys and textiles to be donated to a non-profit service organization that are contained in bags or boxes not to exceed three (3) feet, by three (3) feet, by three 3) feet.

Franchisee will first attempt to donate Bulky Items and reusable items that are collected. If items are not accepted by third-parties for reuse, materials will be recycled and/or disposed as appropriate.

2. Yard Trimmings and Wood Waste
a) Yard Trimmings and clean (unpainted and untreated) wood must be bundled, boxed or in a can. b) Branches and/or stumps must be less than six (6) inches in diameter c) Bundled piles must not exceed three (3) feet, by three (3) feet, by three (3) feet.

No poison oak, or bug-infested material will be accepted.

No loose piles that do not conform to section 2.c above No materials in plastic bags will be collected.

Restricted/ Hazardous Items
Bulky Items do not include abandoned automobiles, large auto parts, or trees.

No car parts with oil or other fluid residues will be accepted.

No Hazardous Materials, including used motor oil will be collected.

Unused On-Call Clean-up Services are not transferable from one calendar year to the next.

Page 590 of 802 ends

EXHIBIT F: FIRE PREVENTION SERVICES

1. Materials Included in Fire Prevention Services:

Franchisee shall accept from all residents of the Town of Los Altos Hills the following materials on a monthly basis as Fire Prevention Services:
a) tree trimmings
b) shrubbery prunings
c) plant materials from yard cleanups
d) wood from fences, decks and structures
Pressure treated wood or other wood containing toxic chemicals (such as creosote) shall not be accepted.

Fire Prevention Services are scheduled for the 3rd Saturday of each month, unless otherwise mutually agreed to by Town and Franchisee.

GreenWaste Recovery will be paid by Town the amount not to exceed of $3,842.00 per event held, plus $39.24 per ton of materials recovered.

Page 591 of 802 ends

EXHIBIT G: STREET SWEEPING
The following street segments shall be swept once each month:

Altamont Road, from Moody Road to Page Mill Road [ about 9,330 feet] Anacapa Drive, from Visciano Road to Ascension Drive [ about 2,520 feet] Arastradero Road, from Page Mill Road north to Town Boundary [ about 1,425 feet] Arastradero Road medians at I-280 [ about 906 feet]
Black Mountain Road, from Natoma Road to Altamont Road [ about 2,980 feet] Blandor Way, from Magdelena Avenue to Olive Tree Lane [ about 650 feet] Briones Way, from Altamont Road to Via Ventana [ about 3,100 feet] Canario Way, from Visciano Road north to end [ about 3,650 feet] Conception Road, from Fremont Road to Purissima Road [ about 7,570 feet] Corte Madera Lane, from Conception Road west to end [ about 1,100 feet] Dawson Drive, from Magdelena Avenue west to end [ about 5,000 feet] Dianne Drive, from O’Keefe Lane north to end [ about 2,340 feet] Duval Way, from Robleda Road southwest to end [ about 2,320 feet] EdithRoad, fromFremont Roadtobridge [ about 400 feet]
El Monte Avenue, from Summerhill Avenue to Elena Road [ about 14,000 feet] ElenaRoad [ about14,850 feet]
Esperanza Drive [ about5,270 feet]
Fawn Creek Court, from Page Mill Road east to end [ about 1,350 feet] Foothill Lane, from Elena Road north to end [ about2,000 feet] Fremont Pines Lane, from Fremont Road south to end [ about 1,160 feet] Fremont Road, from Burke Road to La Paloma Road [ about 3,570 feet] Horseshoe Court, from Arastradero Road south to end [ about 900 feet] Horseshoe Lane, Horseshoe Court west to end [ about 1,480 feet] La Barranca Road, from Purissima Road to Elena Road [ about 4,050 feet] La Cresta Court, from La Cresta Drive to end [ about 3,330 feet] La Cresta Drive, from south end to Arastradero Road [ about 12,230 feet] Liddicoat Circle [ about6,816 feet]
Lupine Road, from Page Mill Road west to end [ about 2,320 feet] Magdelena Avenue, from Eastbrook Avenue to Camino Hermoso [ about 5,230 feet] Manuella Road, from Fremont Road to Rancho Manuella Road [ about 2,915 feet] Moody Road, from Elena Road to Tanglewood Lane [ about 6,000 feet] Murietta Lane, from Moody Road south to end [ about 1,720 feet] Natoma Road, from Elena Road to Altamont Road [ about 3,400 feet] Newbridge Drive, from La Paloma east to end [ about 1,480 feet] Nina Place, from La Cresta Drive west to end [ about 1,520 feet] O’Keefe Lane, from El Monte Road west to end [ about 4,336 feet] Paseo del Roble, from Page Mill Road to Page Mill Road [ about 7,430 feet] Purissima Road, from Robleda Road to Arastradero Road [ about 10,668 feet] RobleLadera [ about3,580 feet]
Roble Venento Lane, from Conception Road west to end [ about 600 feet] Robleda Road, from Fremont Road to Elena Road [ about 5,555 feet] Stonebrook Drive, from El Monte Road to Teresa Drive [ about 3,300 feet] Story Hill Lane, from Page Mill Road southwest to end [ about 3,150 feet]

Page 592 of 802 ends

Summerhill Avenue, from El Monte Road to Nicole Lane [ about 300 feet] Taaffe Road, from Elena Road to Altamont Road [ about 3,060 feet] Via Venetana, from Page Mill Road east to end [ about 4,100 feet] Viscaino Court [ about4,300 feet]
Viscaino Road, from Conception Road to Purissima Road [ about 6,040 feet] Via Serena, from O’Keefe Lane north to end [ about1,400 feet] Westwind Way, from Conception Road to La Paloma Road [ about 1,930 feet] Total, estimated to be almost 200,000 feet.

Page 593 of 802 ends

EXHIBIT H: REPORTING REQUIREMENTS

1. Quarterly Reports.

Franchisee shall submit, within fifteen (15) calendar days following the end of each three (3) month period, quarterly reports on Mixed Compostable Materials collection, Recyclable Materials collection, Yard Trimmings collection, and Town-wide Clean-up events. Franchisee shall submit, within fifteen (15) calendar days following the end of each three ( 3) month period, the prior quarter’ s report on disposal from processing Mixed Compostable Materials, Recyclable Materials and Yard Trimmings, and dispoal from Town-wide Clean-up events during the prior quarter. This report information shall meet the reporting requirements of the California Integrated Waste Management Act, as such Act may from time to time be amended. In addition to the information required by the California Integrated Waste Management Act, each quarterly report shall include the information described in Section 2 of this EXHIBIT H.

1.1 Quarterly Summary.

The quarterly report shall contain a summary of the information reported pursuant to Section 1 of this EXHIBIT G. Reports shall also contain a description of milestones achieved; staffing levels; and a log of special occurrences; and any other relevant information, including details of any Townwide Clean-ups which occurred during that quarter.

1.2 Sales of Recyclable Materials.

The quarterly report shall contain a quarterly Recyclable Materials sales statement showing:
type of material, the name of each buyer, date of sale, terms of sale, quantity sold (in tons), and net sales (net sales means gross sales minus both sales returns and sales allowances). Tonnages sold at different prices during the quarter must be reported separately. Adjustments to previous quarters' sales (such as for contaminants) shall be reported on the current statement as a reduction in sales and referenced to the statement for the prior quarter in which the original sale was actually reported.

1.3 Contaminants.

The quarterly report shall include a statement of the weight (in tons) of contaminants in the Recyclable Materials collected during the quarter, the weight of the contaminants expressed as a percentage of the Recyclable Materials collected, and a description of the disposal methods for the contaminants.

1.4 Problems Encountered.

The quarterly report shall include a narrative account of problems encountered during the reporting period in connection with Recyclable Materials collection (including scavenging), processing and/or marketing, and the actions taken by Franchisee in response. The narrative shall include a description of problems relating to non-collection because of contamination in the Recyclable Materials Containers or because of blocked access. The narrative shall also include a description of Recyclable Materials rejected for sale after processing ( by type of material and tonnages) reason( s) for rejection, and Franchisee' s disposal method for the rejected load.

1.5 Public Education Activities.

The quarterly report shall include a description of the public education and community relations activities performed by Franchisee during the quarter and Franchisee's evaluation of the success of such activities in promoting the Program or in addressing problems encountered by Franchisee.

1.6 Telephone Log.

The quarterly report shall contain a copy of Franchisee's telephone and complaint log, and include the name and address of each caller, the reason for the call, details on each complaint and a description of how each complaint was resolved.

Page 594 of 802 ends

1 1.7 New Service Recipients.

Thequarterly report shall containlisting ofall newService Recipients, including their name, address and level of service.

1.8 Missed Pickups.

The quarterly report shall contain a written record of all calls related to missed pickups, and a description of the response to each call.
2 Compost Quality Reports.

On April 1 and October 1 of each year of this Agreement, Franchisee shall provide Town with copies of Laboratory reports on the quality of the compost materials produced for the Yard Trimmings collected in Town, and on the compost materials provided to Town as required in Section 9.1 of this Agreement. 3 Annual Reports.

2.1 Annual Report Submitted By Franchisee.

Within 30days following theendofeachRateYar, Franchiseehall provide Town with an annual report containing: a summary report of the quarterly reports for the year, including information on the total annual quantities of Mixed Compostable Materials collected and disposed, Recyclable Materials collected, and Yard Trimmings collected.

Theannual report shall alsocontaindscussion ofpublic awareness activities and their impact on recycling participation and recovered amounts, and a discussion of highlights and other noteworthy program experiences, along with measures taken to resolve problems, increase efficiency, and increase participation.

Franchisee shall prepare andsubmit toTown, nolaterhanMarch31 of each year of this Agreement, the Annual Report required by the California Integrated Waste Management Act, for Town to receive and submit to the California Integrated Waste Management Board.

2.2 Declarations.

Each year of the term of this Agreement, Franchisee shall submit to Town, as an attachment to the Annual Report, a declaration describing the current status of any criminal or civil litigation pending against either Franchisee' s parent company or any subsidiaries of the parent company which relates to Mixed Compostable Materials handling, collection, recycling or disposal. Also, Franchisee shall submit declarations of the current status of any pending criminal or civil litigation relating to the activities of Franchisee, Franchisee's parent company or any subsidiary naming any current officer of the parent company or any subsidiary company as a defendant. For these declarations " current officers" shall be defined to include those individuals who are presently serving or who have served as an officer of the parent company or the subsidiary within the two (2) years immediately preceding the date of the report.

2.3 Vehicle Fleet Information.

Each year of the term of this Agreement, Franchisee shall submit to Town, as an attachment to the Annual Report, all information required by Section 7.1.6 of this Agreement. 3 End of Agreement Reports.

Reports covering the last period of this Agreement will be due following the end of collection services, on the schedule stated in this EXHIBIT H. Therefore, the last Compensation Payment to Franchisee by Town shall not be made until these reports are delivered to Town.

Page 595 of 802 ends

EXHIBIT I: TECHNICAL PROPOSAL AND TRANSITION PLAN
Mixed Compostable Materials, Recyclable Materials, and Yard Trimmings Collection and Processing Services for the Town of Los Altos Hills
1 Implementation Plan
2 Collection Services

2.a Residential

2.b Non-Residential
3 Additional Services

3.a Town-wide Clean-Up Services

3.b On-Call Bulky-Item Clean-Up

3.c Services to Town Facilities
4 Collection Equipment & Operations

4.a Collection Vehicles

4.b Collection Containers

4.c Operations and Maintenance Plan

4.d. Personnel and Worker Safety
5 Processing and Disposal

5.a Recyclable Materials Processing

5.b Mixed Compostable Materials Processing

5.c Yard Trimmings Processing

5.d Residue Disposal
6 Customer Service
7 Environmental Considerations

8.a Processing and Associated Operations

8.b Reuse Organization Support

8.c Environmental Stewardship

Page 596 of 802 ends

1 1 Implementation Plan
As the current service provider, GreenWaste Recovery, Inc. (GreenWaste) is already prepared to provide the unique suite of services requested. The primary goal of GreenWaste’ s Implementation Plan, above all else, is to minimize the potential for service interruptions and any inconveniences for Service Recipients and the Town. GreenWaste will use existing personnel and resources to ensure that Service Recipients experience no interruption or confusion regarding their service.

Coordination & Collaboration with the Town
GreenWaste will work with the Town to determine the appropriate type and level of coordination during the development of the Implementation Plan. GreenWaste is dedicated to maintaining open, pro-active and straightforward communication with the Town on all aspects of the Implementation Plan, including its mutually agreed-upon adaptation.

Management & Transition Team
GreenWaste ownership is committed to providing all resources available to ensure a seamless transition, supporting an allhands approach of personnel and expertise. The Transition Team is fully supported by ownership, which also ensures the time dedicated to the transition does not affect their ability to continue providing the high level of service and performance expected of all GreenWaste employees.

Frank Weigel ( Co-Chief Executive Officer) Mr. Weigel will be involved with all aspects of discussions and negotiations leading up to the extension of the contract, and will interface with the equipment manufacturers.

Tracy Adams ( Co-Chief Executive Officer) Mr. Adams will be involved with all aspects of discussions and negotiations leading up to the extension of the contract, and. will be involved in the integration of GreenWaste’ s accounting, customer service, operations, and outreach activities.

Dave Tilton (Chief Financial Officer) Mr. Tilton will be directly involved in the financing of all equipment acquisitions, and in establishing costs for the Town’s contracts.

Omar Lopez ( Operations Manager) Mr. Lopez will work closely with Mr. Weigel to oversee equipment procurement, personnel training, regulatory compliance, and routing. Mr. Lopez will ensure seamless collection operations and maintenance activities are performed throughout the transition, and will oversee implementation of all new programs.

Emily Hanson ( Director of Business Development and Communications) Ms. Hanson will lead overall transition choreography, assist Mr. Weigel and Mr. Adams throughout contract negotiations, and work with Mr. Lopez during implementation to ensure timelines and milestones are met.

Katelyn Lewis ( Director of Sustainability and Strategy) Ms. Lewis will oversee public education and outreach program development and implementation, and coordinate with the Town on community engagement and environmental considerations.

Ricardo Lopez (GreenWaste Material Recovery Facility ( MRF) Operations Manager) Mr. Lopez will oversee all contract compliance aspects of the MRF during the transition and over the term of the Agreement, including transportation, allocation, and tracking of all materials processed at the GreenWaste MRF.

Valerie Chavez ( Customer Service & Office Manager) Ms. Chavez will provide internal and outside resources and training opportunities, including software and telephone systems, to the all CSRs servicing the Town.

Page 597 of 802 ends

2 Training Programs
Route Supervisors and Staff Training | Existing staff will fulfill the requirements of this Agreement. Existing staff will participate in trainings associated with new and expanded collection services and will participate in ongoing refresher trainings to ensure they are well trained on all operational procedures related to the new Agreement.

Office & Billing Staff Training | Existing staff will fulfill the requirements of this Agreement. Existing staff will participate in trainings associated with new and expanded collection services and will participate in ongoing refresher trainings to ensure the department staff is well trained on all office and billing procedures related to this new Agreement. Office and billing staff are required to review and understand the portions of the Agreement pertaining to their job duties and are expected to quickly access information on rates and services. Additional trainings may be conducted on an as needed basis by GreenWaste personnel and/or outside consultants.

Customer Service Training | With over 25 years of experience in providing exemplary Customer Service, GreenWaste has designed an extensive and comprehensive training program for the Customer Service Team. At the end of the initial Customer Service Training Program, the Customer Service Supervisor and all Customer Service Representatives demonstrate proficiency in the use of the software and telephone systems, understand operational aspects of material collection and processing, and embrace and embody GreenWaste’ s core values and beliefs on customer service and employee satisfaction.

Additional trainings may be conducted on an as-needed basis by GreenWaste personnel and/or outside consultants.

Operations
The GreenWaste Operations and Administration Facilities in San Jose, which currently service the Town, will continue to house all customer service, dispatch, maintenance, and office activities, and container, vehicle, and equipment storage.

GreenWaste can accommodate all the required services from these existing facilities that are presently within one mile of each other. GreenWaste will be relocating and consolidating these Operations within one facility, expected by the end of 2019.

Vehicle and Container Procurement | Immediately following approval of the new Agreement, GreenWaste will reserve the production slot for all collection vehicles and containers to provide services to the Town. Confirmation of the production order and authorization to begin the build/assembly will coincide with the execution of the new Agreement and all design specifications will be finalized and submitted to the manufacturers.

Route Planning and Development | GreenWaste will strive to minimize the impact on service days for Service Recipients.

Route changes will primarily be related to new services, and GreenWaste will inform Service Recipients of these changes as they relate to their set-out procedures in advance of the changes becoming effective.

Customer Service and Outreach
Customer Service Call Center | GreenWaste will continue to offer a comprehensive suite of options for Service Recipients to contact Customer Service Representatives ( CSRs) to discuss service questions or to inquire about billing. GreenWaste will offer multiple methods to contact Customer Service, including telephone, messaging and social media.

Public Education and Outreach | GreenWaste will provide accurate information and adequate notification to Service Recipients. to inform them of new service offerings, and will assure them that they will experience their usual uninterrupted service. GreenWaste will coordinate outreach efforts with the Town.

Page 598 of 802 ends

3 Major Components & Tasks of GreenWaste’ s Implementation Plan Tasks Start Date End Date Assigned To Comments
Contract Negotiations March – June 2019
F. Weigel
T. Adams
E. Hanson
GreenWaste will negotiate in good
faith with the Town.

Agreement Execution June 2019 F. Weigel Estimated execution date.

Operations
Vehicle Procurement October 2019 September
2020
F. Weigel
O. Lopez
Secure production slot.

Track production progress to
ensure timely delivery.

Container
Procurement July 2019 September2019
F. Weigel
O. Lopez
Reserve production capacity from
vendors and update quantities.

Container staging, preparation,
painting, labeling, etc.

Route Planning &
Development June 2019 January 2020 O. LopezSupervisors
Train collection drivers on new
routes, if applicable.

Set-out location
auditing June 2019 August 2019
O. Lopez
Supervisors
Drivers
Audit accounts and provide
feedback to Outreach staff
Container Distribution July 2019 September
2019
O. Lopez
Supervisors
Distribute Containers based on
Service Recipients’ selections
Finalize right-sizing
Administration
Customer Service,
Billing & Database June 2019 January 2020 T. AdamsV. Chavez Update the already- installed and
in-use Tower system, as needed.

Public Education & Outreach
Develop & Finalize
Transition Plan June 2019 July 2019
K. Lewis
Z. Atayde
Develop and finalize Public
Education & Outreach Transition
Plan and schedule.

Collateral
Development June 2019 January 2020
Scope and complete collateral.

Finalize and print all outreach
materials.

Community Education
Outreach June 2019 February 2020
Conduct community outreach,
meet with homeowners’
associations, etc.

Website June 2019 December 2019
Update the Town’ s section of the
GreenWaste website.

Add updated information as rollout
progresses
See Exhibit J for detailed New Program Rollout Plan.

Page 599 of 802 ends

4 2 Collection Services
Mixed Compostable Materials, Yard Trimmings and Recyclables collection service will be provided to Service Recipients on a Monday – Saturday schedule between 8 a.m. and 6 p.m.

2.a Residential
GreenWaste will offer Mixed Compostable Materials, Yard Trimmings and Recyclables Collection Services to all Residential Service Recipients as summarized in the table below:

Residential Collection Services
Base Services Provided to All Residential Service Recipients Mixed Compostable Materials – One (1) 20-, 32-, 64- or 96- Gallon Cart Recyclable Materials – Up to One (1) 96-gallon Cart
Yard Trimmings – Up to Two (2) 96-gallon Carts
Services Provided for No Additional Charge
Smaller Recyclable or Yard Trimmings Carts – 64-Gallon
Curbside Motor Oil & Filter Collection
Curbside Household Battery Collection
Curbside Holiday Tree Collection
Curbside Bulky Item/Reusable Materials Collection – Two (2) Per Year Additional Services Available for an Additional Charge
Additional Mixed Compostable Materials Carts $
Additional Recyclable Materials Carts $
Additional Yard Trimmings Carts $
Special Services Carrying an Additional Charge
On-Premise Drive-on Service ( Optional) $
On-Premise Walk-on Service ( Optional) $
Extra Services Available for an Additional Charge
Collection of Additional Curbside Bulky Item/Reusable Materials $ Bin-for-a-Day Services $
Debris Box Services $
GreenWaste will provide all Residential Service Recipients with weekly Base Services that include curbside collection of Mixed Compostable Materials, Yard Trimmings and Recyclables, and will offer additional services as described in this section.

GreenWaste- provided Collection Containers will be offered in the following sizes, with options for additional Carts and/or sizes available, as detailed in the table below.

Residential Carts
Cart Size (or equivalent) Mixed Compostable Materials Recyclables Yard Trimmings 20-Gallon $**
32-Gallon $**
64-Gallon $
96-Gallon $ * *

Page 600 of 802 ends

5 Additional Cart(s) $ $ $
Offered $ ~ Fee or Additional Fee
Not Offered * ~ Default Size ** ~ Base Services Only
Base Service Plus Program
Base Service As part of Base Services, all Residential Service Recipients will repurpose their gray or black Garbage Cart into a Mixed Compostable Materials Cart ( or receive a Cart if one is not currently onsite) and may request or continue to use up to one (1) 96-gallon Recyclable Materials Carts and up to two (2) 96-gallon Yard Trimmings Carts for no additional charge.

Base Service Location The service location included in Base Services is Curbside for all Carts; located within 0’ – 10’ of the accessible road in a Curbside Area.

Service Day Service of Mixed Compostable Materials, Yard Trimmings and Recyclable Materials will occur on the same day of the week, as determined by GreenWaste.

Additional Services – Recurring Optional Residential Service Recipients that wish to subscribe to greater than the allotment of Carts that comprise Base Services will need to subscribe to Additional Cart Services as described below for an additional charge.

Additional Carts Recyclable Materials and Yard Trimmings Carts in excess of the allotment provided as part of Base Services will have an associated service charge. Additional Mixed Compostables Carts are also available for an additional service charge that is discounted and does not include the additional Recyclable Material Cart or Yard Trimmings Carts.

Special Services – Recurring Compulsory Residential Service Recipients with property access in locations that can only be accessed by smaller collection vehicles are classified as Small-Truck-Only.

Small-Truck-Only Areas Small-Truck-Only Areas are defined as areas that cannot be serviced by a standard collection vehicle and where service is provided to three (3) or more Residential Service Recipients using a shared street, roadway or driveway. Collection services in Small-Truck-Only Areas is only available for Mixed Compostables Carts and Recyclable Material Carts, Yard Trimmings Carts must be placed Curbside.

Special Services – Recurring Optional Residential Service Recipients that would like collection service to occur beyond 10’ of the accessible road, where the collection vehicle must traverse privately owned property, or where Carts are in enclosures prior to collection will need to subscribe to Recurring Special Services as described below for an additional charge.

On-Premise Drive-on Service Drive-on service occurs when the collection vehicle must leave the accessible roadway and traverse or travel onto narrow roads or otherwise privately owned property that provides shared access to up to two (2) Service Recipients, including streets and driveways, and where the truck is able to safely drive within 10’ of the Container( s) to be serviced. Drive-on service is charged by distance only and charges are independent of the size or number of Carts. Drive-on service is only available for Mixed Compostables Carts and Recyclable Material Carts, Yard Trimmings Carts must be placed Curbside. If a Service Recipient requires this service due to a unique service location, or if a Service Recipient requests this service as a preference, they will need to subscribe to Drive-on Service and pay the associated rate.

Page 601 of 802 ends

6 On-Premise Walk-on Service Walk-on service occurs when the collection vehicle is not able to drive within 10’ of the Cart(s) to be serviced and the driver must retrieve each Cart from the set-out location, bring the Cart to the vehicle for service and return the Cart after service. Walk-on services are charged by distance and number of Carts being serviced, as determined by measuring the one-directional distance between each Cart to be serviced and >10’ away from the Collection Vehicle. Walk-on services are only available for Mixed Compostables Carts and Recyclable Material Carts, Yard Trimmings Carts must be placed Curbside.

If a Service Recipient requires this service because of a unique service location or requests this service as a preference, they will need to subscribe to Walk-on Service and pay the associated rate.

Combined Drive-on/Walk-on Service Drive-on service may be combined with Walk-on Service where the collection vehicle must both leave the accessible roadway and traverse or travel onto narrow roads or otherwise inaccessible property and the driver must dismount the vehicle because the truck is not able to drive within 10’ of the container( s) to be serviced. If a Service Recipient requires combined Drive-on/Walkon service because of a unique service location or requests this service as a preference, they will need to subscribe to both Drive-on and Walk-on services and pay the associated rates, where the rate for each individual service (or services) will be added together.

Enclosure Service Enclosure Service occurs when a Service Recipient leaves their Carts inside an enclosure and the driver must retrieve Carts from an enclosure and return Carts to an enclosure after service. Enclosure service includes unlocking/ locking enclosures. Enclosure Service charges may apply to Curbside collection or be combined with Walk-on Service and/or Drive-on Service and an separate charge applies for each enclosure. If a Service Recipient requires this service because of a unique service location or requests this service as a preference, they will need to subscribe to Enclosure Service and pay the associated rate.

Collection Service Standards
Standard Collection Methodology Due to the unique geography and topography of the Town of Los Altos Hills, and expressed preference by Service Recipients for On-Premise collection, GreenWaste will provide Curbside, SmallTruck-Only and/or On-Premise collection. GreenWaste will collect Mixed Compostable Materials and Recyclables in either single or a dual-compartment semi-automated side-loader vehicle. The dual-compartment vehicles will perform collection in Small-Truck-Only Areas as well as On-Premise Service, where Recyclables will be collected and stored in one segregated compartment of the collection vehicle and Mixed Compostable Materials will be collected in the other segregated compartment of the collection vehicle. Yard Trimmings will be collected one of two ways:

Curbside: GreenWaste will collected Yard Trimmings set out for collection Curbside in a Yard Trimmings Cart using a side-load vehicle.

Small-Truck-Only & On-Premise: Yard Trimmings set out On-Premise must be within the Gray or Black Cart and will be collected and handled as Mixed Compostable Materials, and processed at the GreenWaste MRF to separate the materials.

Service Days GreenWaste will provide regular, scheduled collection of Mixed Compostable Materials, Yard Trimmings and Recyclable Materials from each Residential Service Recipient in the Town on a once-per-week basis, Monday through Friday, except following the three ( 3) proscribed Holidays ( New Year’s Day, Thanksgiving and Christmas) when Saturday service will be required. GreenWaste will collect Mixed Compostable Materials from the Service Recipient on other than the normal day of service when that Service Recipient has called and made arrangements with GreenWaste to provide the extra service. Such service will be subject to an extra charge.

Page 602 of 802 ends

7 Overages Program – Excess Materials GreenWaste will collect excess materials that are set-out by Residential Service Recipients on an occasional basis and will be charged in 32-gallon increments reflective of the material type.

Service Recipients must call in the service request at least 24 hours in advance of their regular service day. In the event the number of bags and/or personal cans left out by the Service Recipient exceeds the number of bags and/or personal cans on the driver’s work order, the driver may either leave additional bags uncollected and leave a noncollection notice or collect the additional bag(s) and call in the overage to Customer Service who will initiate an additional charge to the Service Recipient’ s account. Service Recipients may also place a standing order on their account that denotes they are pre-authorizing being charged for the collection of any and all overages set out at their regular set-out location whether they called in the service or not. Service Recipients who have placed standing orders may remove such standing orders at any time.

Residential Mixed Compostable Materials Collection
GreenWaste will provide all Residential Service Recipients with weekly Curbside, Small-Truck-Only and/or On-Premise Mixed Compostable Materials collection service in Carts provided by GreenWaste. Base Services include one (1) 20-, 32-, 64 or 96- gallon Mixed Compostable Materials Cart, or equivalent, collected Curbside. GreenWaste will also offer additional Mixed Compostable Materials Carts, in 64- and 96-gallon sizes, upon request and for an additional charge that is fifty percent (50%) of the Base Service Mixed Compostables Cart equivalent and does not include the additional Recyclable Materials and Yard Trimmings Carts provided as part of Base Services for no additional charge. GreenWaste will deliver different size or additional Mixed Compostable Materials Carts within one week of a Service Recipient’ s request.

Mixed Compostable Materials Overages Program – Excess Materials Service Recipients that occasionally require collection of Mixed Compostable Materials in excess of their normal subscription volume and/or Mixed Compostable Materials that exceed the weight limit and/or capacity of Mixed Compostable Materials Cart(s) provided or subscribed, may take advantage of GreenWaste’ s Mixed Compostable Materials Overages Program. GreenWaste will collect extra material, placed next to the Mixed Compostable Materials Cart(s) in properly labeled 32-gallon bags or 32- gallon personal cans for an additional charge.

Mixed Compostable Materials Collection & Processing Mixed Compostable Materials will be collected in a single or dual-compartment semi-automated side-loader vehicle. GreenWaste will transport all Mixed Compostable Materials collected to the GreenWaste Materials Recovery Facility ( MRF) in San Jose, CA and will follow the processing methodology described in Section 5 | Processing and Disposal.

Manure Collection GreenWaste understands the prevalence of horse-related facilities in the Town. As such, GreenWaste will offer collection of manure as a Mixed Compostable Material in 64-gallon Carts at a rate that is fifty percent ( 50%) of the 64- gallon Base Service Mixed Compostables Cart.

Residential Recyclable Materials Collection
GreenWaste will provide all Residential Service Recipients with weekly Curbside, Small-Truck-Only and/or On-Premise Recyclable Materials collection service in Carts provided by GreenWaste on the same day of the week that GreenWaste performs Mixed Compostable Materials Collection services. The Base Service Plus package includes one ( 1) 96-gallon Recyclable Materials Cart collected Curbside for no additional charge and GreenWaste will also offer 96-gallon Recyclable Materials Carts upon request and for an additional charge that is five percent ( 5%) of the Base Service Mixed Compostables Cart equivalent. GreenWaste will deliver a different size Recyclable Materials Cart or additional Recyclable Materials Carts within one week of a Service Recipient’ s request. GreenWaste will offer 64-gallon Carts for Service Recipients upon request.

Recyclable Materials will be collected from Recyclable Materials Cart(s) placed adjacent to the Mixed Compostable Materials Cart(s).

Page 603 of 802 ends

8 Recyclable Materials Overages Program – Excess Materials Service Recipients that occasionally require collection of Recyclable Materials in excess of their normal subscription volume and/or Recyclable Materials that exceed the weight limit and/or capacity of the provided Recyclable Materials Cart(s) provided or subscribed, may take advantage of GreenWaste’ s Recyclable Materials Overages Program. GreenWaste will collect extra material, placed next to the Recyclable Materials Cart(s) in 32-gallon clear, translucent or properly labeled bags, flattened and bundled/secured cardboard not exceeding 3’ x 3’ x 3’ or personal 32-gallon cans for an additional charge.

Recyclable Materials Collection & Processing Recyclable Materials will be collected in its own separate compartment in single or dual-compartment semi-automated side-loader vehicles. GreenWaste will transport all Recyclable Material collected to the GreenWaste MRF in San Jose, CA and will follow the processing methodology described in Section 5 | Processing and Disposal
For a complete list of materials accepted under the Recyclable Materials Curbside Collection Program, please refer to Section 5 | Processing and Disposal.

Additional Material that will be accepted under the GreenWaste Recyclable Materials Curbside Collection program include:

Used Motor Oil and Filter Collection GreenWaste will collect used motor oil (in plastic containers with a screw on lid only) and filters ( in sealed plastic bags only) from Residential Service Recipients. The Residential Service Recipient will be instructed to place oil and filter adjacent to their Recyclables Cart for Collection on their regularly scheduled collection day.

Household Battery Collection GreenWaste will collect used dry cell household batteries set out in a sealed, reusable clear zipper type bag on top of the Recyclables Cart, at no additional cost to the Residential Service Recipient.

Yard Trimmings Collection
GreenWaste will provide all Residential Service Recipients with weekly Curbside Yard Trimmings collection service in Carts provided by GreenWaste on the same day of the week that GreenWaste performs Mixed Compostable Materials Collection services – Yard Trimmings collection service is not provided On-Premise or in Small-Truck-Only Areas. The Base Service Plus package includes two (2) 96-gallon Yard Trimmings Carts collected Curbside for no additional charge. GreenWaste will also offer 64-gallon Yard Trimmings Carts upon request. GreenWaste will deliver a different size Yard Trimmings Cart or additional Yard Trimmings Carts within one week of a Service Recipient’ s request. Yard Trimmings will be collected Curbside only from GreenWaste provided Yard Trimmings Cart(s).

Yard Trimmings Overages Program Service Recipients that occasionally require collection of Yard Trimmings in excess of their normal subscription volume and/or Yard Trimmings that exceed the weight limit and/or capacity of the Yard Trimmings Carts provided by GreenWaste, may take advantage of GreenWaste’ s Yard Trimmings Overages Program. GreenWaste will provide Service Recipients with four (4) vouchers annually to periodically set out materials accepted in the Yard Trimmings stream at no additional charge. GreenWaste will collect extra material, placed curbside, next to the Yard Trimmings Cart(s), tied and secured in bundles or in paper bags or personal carts or cans, in an amount not to exceed 96-gallons. Additional vouchers will be available for purchase.

Yard Trimmings Collection & Processing Yard Trimmings will be collected Curbside in a single- or dualcompartment side-loader vehicle. GreenWaste will transfer all Yard Trimmings collected to the GreenWaste Materials Recovery Facility (MRF) in San Jose, CA for subsequent processing at Z-Best Composting Facility in Gilroy, CA and will following the processing methodology described in Section 5 | Processing and Disposal.

Page 604 of 802 ends

9 Christmas Tree Collection As part of the Yard Trimmings Collection Program, GreenWaste will collect, on the normal Yard Trimmings Collection schedule, all unadorned and unflocked Christmas trees which are set out Curbside in the first twentyeight (28) calendar days following December 26 of each year.

2.b Non-Residential
GreenWaste will offer Mixed Compostable Materials, Yard Trimmings and Recyclables collection services to all NonResidential Service Recipients. Collection services for Non-Residential Service Recipients are detailed in the table below:

Non-Residential Collection Services
Mixed Compostable Materials
Recyclable Materials
Yard Trimmings
GreenWaste will provide all Non-Residential Service Recipients with at least once weekly collection service for Mixed Compostable Materials, Yard Trimmings and Recyclable Materials. GreenWaste will make it a priority, however, to adjust service levels of Non-Residential Service Recipients to the least number of days per week, to reduce total vehicle miles traveled, minimize traffic impacts and limit the total number of trips taken. Collection Containers may be offered in various sizes and quantities, as detailed in the following table.

Non-Residential Containers
Mixed
Compostable
Materials
Recyclable
Materials Yard Trimmings
64-Gallon
96-Gallon
1-8 cubic yard Bins
Offered
Collection Service Standards
Standard Collection Methodology Due to the limited number of Non-Residential Service Recipients in Los Altos Hills, Non-Residential materials may be co-collected with Residential materials and/or material from neighboring jurisdictions. If the Non-Residential Service Recipient is subscribed to Cart service, the material may be collected with Residential material of the same material type. If the Non-Residential Service Recipient is subscribed to Bin service, the material may be collected with Non-Residential material from neighboring jurisdictions according to a methodology approved by the Town Manager.

Collection Vehicle GreenWaste will operate single and dual-compartment semi-automated side-loader vehicles, front-loader and rear-loader vehicles, depending on the type of Containers being utilized by the Non-Residential Service Recipients. The various types of vehicles allow GreenWaste versatility in addressing potentially restrictive Collection circumstances, or premises requiring accommodation. For additional details on collection vehicles, please find Section 4.a | Collection Vehicles.

Service Days GreenWaste will provide collection of Mixed Compostable Materials, Yard Trimmings and/or Recyclable Materials from Non-Residential Service Recipients at least once-per-week, Monday through Saturday.

Page 605 of 802 ends

10 Non-Residential Mixed Compostable Materials Collection GreenWaste will provide appropriate Mixed Compostable Materials Containers to each subscribing Non-Residential Service Recipient and collection will be made from Mixed Compostable Materials Containers placed at the point of collection selected by the Non-Residential Service Recipient. Additional charges may be imposed for Containers that are not immediately accessible by automated or semi-automated collection vehicles or for rear-load Bins that are placed out for collection greater than 25’ away from the closest location that a rear-load vehicle can gain access the rear-load Bins.

Mixed Compostable Materials Processing GreenWaste will transport all Mixed Compostable Materials Collected to the GreenWaste Materials Recovery Facility ( MRF) in San Jose, CA and will follow the processing methodology described in Section 5 | Processing and Disposal.

Non-Residential Recyclable Materials Collection
GreenWaste will provide Recyclable Materials collection services to each subscribing Non-Residential Service Recipients that has Mixed Compostable Materials service. GreenWaste will collect Recyclable Materials from each Non-Residential Service Recipient at the point of collection selected by the Non-Residential Service Recipient. Additional charges may be imposed for Containers that are not immediately accessible by automated or semi-automated collection vehicles or for rear-load Bins that are placed out for collection greater than 25’ away from the closest location that a rear-load vehicle can gain access the rearload Bins.

Recyclable Materials Processing GreenWaste will transport all Recyclable Materials Collected to the GreenWaste Materials Recovery Facility ( MRF) in San Jose, CA and will follow the processing methodology described in Section 5 | Processing and Disposal.

Non-Residential Yard Trimmings Collection
GreenWaste will offer source- separated Yard Trimmings Collection Service to Non-Residential Service Recipients that produce and separate Yard Trimmings for collection. GreenWaste will offer and provide 64- and 96-gallon Carts for the collection of Yard Trimmings. GreenWaste will collect Yard Trimmings from subscribing Non-Residential Service Recipients at the point of collection selected by the Non-Residential Service Recipient. Additional charges may be imposed for Containers that are not immediately accessible by automated or semi-automated collection vehicles or for rear-load Bins that are placed out for collection greater than 25’ away from the closest location that a rear-load vehicle can gain access the rear-load Bins.

Yard Trimmings Processing GreenWaste will transport all Yard Trimmings collected to the GreenWaste MRF in San Jose, CA. At the MRF, the material will be processed into two categories, 1) processed yard waste fines, and 2) other processed yard waste “ overs”. The material will then be transferred to Z-Best Composting Facility in Gilroy, CA for processing, and will follow the processing methodology described in Section 5 | Processing and Disposal.

Page 606 of 802 ends

11 3 Additional Services
The following section details the additional services GreenWaste will provide Residential and Non-Residential Service Recipients. The services included herein bolster GreenWaste’ s presence in the community and provide the opportunity to offer Residential and Non-Residential Service Recipients a comprehensive and full suite of waste services, as outlined in the Franchise Agreement.

3.a Town-Wide Clean-Up Services
GreenWaste will continue to provide Town-wide clean-up services to all Residential Service Recipients, prioritizing reuse, diversion, and customer convenience. GreenWaste has been providing the Town-wide clean-up service under the current Franchise Agreements, and over the years has fine-tuned the coordination, operation and overall delivery of this program.

Three days per year, on a schedule and location mutually agreed upon by GreenWaste and the Town, GreenWaste will continue to provide sufficient equipment and staffing to collect and remove accumulated wastes. GreenWaste will handle all materials received in a manner that will allow the maximum amount to be recycled, or otherwise diverted from the landfill.

Materials will be accepted as described in Exhibit D | Town-wide Clean-up Services.

3.b On-Call Bulky Item Clean-Up
GreenWaste will continue to provide the same convenient On-Call Cleanup services to Residential Service Recipients to collect bulky items and reusable materials, prioritizing reuse, diversion, and customer convenience. Up to two times per year, Residential Service Recipients may request on-call cleanup services. GreenWaste will handle all materials collected in a manner that will allow the maximum amount to be recycled or otherwise diverted from the landfill.

Residential Service Recipients with Mixed Compostable Materials service are eligible to use the On-Call Cleanup program.

Residential Service Recipients must call at least 48 hours in advance to schedule the service of either Mixed Compostable Materials or bulky items, as described in Exhibit E | On-Call Clean- up Services.

3.c Services to Town Facilities
GreenWaste will provide collection services for Mixed Compostable Materials, Yard Trimmings and Recyclable Materials generated at Town facilities designated by the Town Manager. There will be no charge to the Town for these services.

GreenWaste will provide appropriate containers for the locations selected by the Town and service them on a mutually agreed schedule that will prevent overflow of the containers and maximize collection efficiency.

Page 607 of 802 ends

12 4 Collection Equipment and Operations
The following section details the requirements for vehicles, equipment, and all associated operations for the complete provision of Curbside and On-Premise Mixed Compostable Materials, Yard Trimmings and Recyclable Materials collection services.

GreenWaste will supply all personnel, labor, and equipment required to collect, remove, deliver and process all Mixed Compostable Materials, Yard Trimmings and Recyclables produced, generated, or accumulated in the Town by subscribing and/or eligible Servicing Recipients during the term of the Agreement.

4.a Collection Vehicles
Under the new Agreement, GreenWaste will purchase and subsequently phase in new collection vehicles for servicing the Town. GreenWaste proposes vehicles that are fueled by 100% renewable biodiesel. GreenWaste has reviewed its current operations, travel conditions, geographic demands, and densities, and determined that the following will best meet the needs of the Town. The table below displays the proposed vehicles.

Proposed Renewable Diesel Collection Vehicles*
Vehicle Type Fuel Type Quantity Age Capacity Vehicle Manufacturer Residential
Semi- automated
Side-loader
Renewable
diesel 3 New 10-12 yd3
2019/ 20 Isuzu Chassis Amrep body
or equivalent)
Semi- automated
Side-loader
Renewable
diesel 3 New 14 yd3
2019/ 20 Freightliner Chassis Amrep body
or equivalent)
Non- Residential
Bins
Singlecompartment
Front Loader
Renewable
diesel 0.2 New 40 yd3
2019/ 20 Peterbilt Chassis
New Way body
or equivalent)
Actual vehicles purchased will be dependent on migration of services within the first three ( 3) months of the new program.

The Town is characterized by unique topography and areas, including long private roads, steep roads, and narrow streets.

GreenWaste will utilize smaller split-body fully-automated collection vehicles for the collection of Mixed Compostable Materials and Recyclable Materials. This type of vehicle is currently being used in the Town and has proven to perform well. Curbside Yard Trimmings will be collected with a side-loader vehicle that provides greater capacity and increased efficiency for the collection of brush, branches, twigs, etc. Meanwhile, a front-load vehicle, shared with neighboring jurisdictions, will be used to collect materials placed in bins.

Noise GreenWaste understands the importance of limiting noise impacts in residential areas. GreenWaste carefully maintains all vehicles to ensure that they operate at optimum efficiency. Through resourceful and efficient routing, vehicle passes on streets are minimized and associated noise concerns are also be greatly reduced. Furthermore, GreenWaste has the collection vehicles tested annually to ensure noise levels are acceptable.

Page 608 of 802 ends

13 4.b Collection Containers
GreenWaste has extensive experience in Container procurement, distribution, and inventory management. GreenWaste has worked with numerous Container manufacturers and proposes the following with regards to Containers for the Town.

Carts
GreenWaste has provided Carts for the current collection methodology to Service Recipients in 20-, 32-, 64-, and 96-gallon sizes, or equivalent. The existing Carts will continue to be utilized with the new collection methodology, but the Carts will be repurposed and supplemented with new Carts. The existing gray or black garbage Carts will be used for Mixed Compostable Materials under the new program, the existing green compostable Carts will be used for Yard Trimmings under the new program, and the existing brown or blue recycle Carts will continue to be used for Recyclable Materials under the new program.

All Carts will be designed and constructed to be watertight and prevent the leakage of liquids, and will display the GreenWaste name, local telephone number, and an inventory/ serial number.

Bins
GreenWaste will provide Bins for Mixed Compostable Materials and Recyclable Materials manufactured in 1-8 cubic yard sizes, depending on material type. Bins are designed and constructed to be watertight and prevent the leakage of liquids, and they will also display the GreenWaste name, local telephone number, and an inventory/ serial number.

4.c Operations and Maintenance Plan
GreenWaste is experienced in the operation of corporation yards and maintenance of collection vehicles and equipment.

GreenWaste will continue delivering the high-level service and maintenance the Town has enjoyed through the terms of the new Agreement.

GreenWaste Corporation Yard and Maintenance Facility
GreenWaste owns and operates a corporation yard maintenance facility at 625 Charles St, San Jose and an administrative office and customer call center at 1500 Berger Dr., San Jose. Note: GreenWaste is currently in the processing of consolidating operations and administrative functions into one facility, located at 610 E. Gish Rd., San Jose, which is located between the 625 Charles Street and the 1500 Berger Drive facilities.

The current and future corporation yard and maintenance facility includes sufficient space for the following:

Collection vehicle and employee parking
Equipment and container storage
Vehicle and equipment maintenance facilities
Collection operations
Vehicle maintenance
Vehicle staging
Vehicle and container cleaning
Locker rooms

Page 609 of 802 ends

14 The current and future administrative office and Customer call center encompasses sufficient space for the following:

Administrative offices
Restrooms
Employee kitchen and lunch room
Customer service cubicles
Data infrastructure & servers
Maintenance Plan
GreenWaste will inspect each vehicle twice daily to ensure all equipment is operating properly and safely. Under the supervision of an Operations Supervisor, a Driver Vehicle Inspection Report ( DVIR) will be completed both pre-trip and posttrip for every collection vehicle. All collection vehicles will be cleaned as necessary to maintain good repair and appearance.

Additionally, sufficient reserve vehicles will be available to respond to scheduled and unscheduled maintenance, service requests, complaints, and emergencies.

GreenWaste will always aim to maintain an adequate inventory of Carts and Bins by size and color at its corporation yard. The corporation yard includes a maintenance facility where routine maintenance will be performed on Containers to ensure they work properly and present a neat appearance.

Route Planning
GreenWaste will minimize collection frequency and optimize routes to minimize emissions, road impacts and the overall environmental impact of collection services. Since GreenWaste is the existing service provider to the Town, Service Recipients will experience no service interruptions and minimal changes to their routes. The addition of Curbside Yard Trimmings service may cause some service day changes, and Service Recipients may note that the time of day their Containers are serviced will change, but overall customer-perceived routing will remain constant. Prior to any route day changes, GreenWaste will notify the Town and all impacted Service Recipients.

GreenWaste possesses a vast amount of operational experience and has carefully chosen the vehicles, labor, and Collection methods to best service the Town. As the existing service provider, GreenWaste is keenly aware of the Town’ s service needs.

4.d Personnel & Worker Safety
Personnel
Omar Lopez, Operations Manager Mr. Lopez has been with GreenWaste for over 16 years working as a sorter, collection vehicle operator, route supervisor and assistant operations manager. In June 2016 he was promoted to Operations Manager for GreenWaste’ s Santa Clara County and San Mateo County operations divisions. Mr. Lopez is responsible for the direct management of all aspects of operations in these areas including contract compliance, routing, audit procedures, safety compliance, training, and management of drivers. His vast knowledge in every area of operations has allowed him to create and maintain a dynamic workforce and environment.

Mr. Lopez will be assisted in the operations for the Town by one (1) route supervisor, one (1) mechanic, and five (5) drivers, although the total number of employees may fluctuate over time to ensure efficient and effective collection services.

GreenWaste will continue to employ the existing employees who currently serve the Town. GreenWaste has an exceptional track record of maintaining long relationships with its employees. Currently, the average service time for drivers that provide service to the Town of Los Altos Hills is almost fifteen (15) years. GreenWaste is fully staffed and does not anticipate needing to fill any additional positions to provide the services.

Page 610 of 802 ends

15 Worker Safety
To continue to achieve high levels of successful performance, GreenWaste knows it is absolutely imperative to protect its most valuable resource – its employees. For this reason, GreenWaste strives to eliminate any foreseeable hazard that may result in accident, injury, or illness; property damage or loss; or business interruption. GreenWaste has developed an injury and illness prevention program that serves as a guideline for employees in the safe performance of their daily activities.

The safety plan is predominantly conducted through the continued implementation of an extensive health and safety program.

All GreenWaste drivers participate in monthly safety meetings, office personnel participate in quarterly safety meetings, and the management team is trained and certified in First Aid, CPR and AED. GreenWaste employees are oriented on GreenWaste Drug & Alcohol Policy, Sexual Harassment Policy, Injury and Illness Prevention Program, Emergency Action Plan, Safety Rules, Discipline Program, and Accident and Injury Reporting Program, and. are required to complete intensive training programs covering topics including but not limited to Non-Residential driver safe work practices, PPE, hazard communication, seat belt requirements, confined spaces, pre-trip/post trip inspections, and lockout/tag out requirements and procedures.

Page 611 of 802 ends

16 5 Processing and Disposal
The following section details the processing and disposal services GreenWaste will provide as part of the Residential and Non-Residential collection programs. All materials collected in the Town will be transported to the GreenWaste MRF in San Jose for processing.

Recyclable Materials will be sorted on the single- stream recyclables processing line at the MRF where they will be separated by material type, baled and shipped to market to be given new life as a recycled product.

Mixed Compostable Materials will be processed in a separate building at the MRF and the recovered organic materials will be sent to Z-Best Composting Facility in Gilroy.

After initial processing at the MRF, all Yard Trimmings will be sent to Z-Best in Gilroy where they will be screened and further processed into high-quality soil amendment.

Residue from the GreenWaste MRF and Z-Best will be transported to Newby Island Landfill for disposal through the term of the Town’s Disposal Agreement with Newby.

Weighing Each load of Recyclable Materials, Yard Trimmings, and Mixed Compostables delivered to the GreenWaste facility will be weighed at a properly maintained and certified scale. Each vehicle will be weighed fully loaded and empty, unless a tare ( i.e., unloaded) weight for that vehicle is on file. Tare weights may be used for trucks and trailers to facilitate quicker turnaround time at the Processor Facility. GreenWaste will provide substitute portable scales should its usual scales not be available for whatever reason.

Load Classification GreenWaste will classify of each load as it is delivered. Collection vehicles will be weighed as they enter the GreenWaste MRF, where a scale house operator will create a gate tag and direct vehicles to unload in the designated area. Each load of Recyclables will be assigned a Recyclables Stream classification prior to delivery to the Recyclables processing building Materials and each load of Yard Trimmings will be assigned a Yard Trimmings classification prior to delivery to the Yard Trimmings processing building. After loads have been emptied, load check personnel visually inspect the load and if a load has a different Recyclables or Yard Trimmings classification than originally assigned at the scale house, the load checker will communicate with the scale house operator to correct the gate tag, and will take photos to document the reclassification.

5.a Recyclable Materials Processing
GreenWaste will transfer, transport, and process Recyclable Materials in the same manner as is currently performed in the Town. GreenWaste owns and operates the Material Recovery Facility ( MRF) where all Recyclables collected under this new Agreement will be processed. What follows are the details of how GreenWaste will perform the Recyclables processing services.

Acceptable Recyclable Materials
Below is the minimum list of Recyclable materials to be collected and accepted for processing as Recyclables at the GreenWaste MRF. All materials accepted as Recyclables must be clean and free of food and liquid.

Material Definition
Tin/Steel Includes steel food, beverage, aerosol and paint cans. “ Tin” cans fall into this category. Tin or other coatings are often applied to a steel food can.

Page 612 of 802 ends

17 Material Definition
Aluminum Aluminum used beverage containers, post-consumer aluminum beverage cans.

Metal – Misc. Electrical motors, hangers ( bundled), keys, nuts and bolts, metal pipe, propane tanks ( empty), scrap metal, tools (drained of all fluids), toys, doors and screens.

PET # 1 Polyethylene Terephthalate ( PET, PETE). PET is clear or mostly clear and tough. Commonly used in soft drink bottles and many injection molded consumer product containers.

NHDPE
CHDPE
2 (Natural High-Density Polyethylene). Includes milk, water and other bottles that are HDPE and are of a natural or translucent color.

Colored High-Density Polyethylene). Includes juice, detergent and other bottles that are HDPE and are of a colored or opaque color.

Mixed Plastic #3-7 # 3 PVC: Polyvinyl Chloride. Commonly used in film for meat packaging and some rigid plastic containers. Does not include hard PVC (e.g. pipe).
4 LDPE: Low Density Polyethylene. Commonly used in newspaper and grocery bags and butter cups lids. Only acceptable when all film plastics are bagged together. 5 PP: Polypropylene. Commonly used in yogurt containers and deli trays. 6 PS: Polystyrene. ( not typically recycled including Styrofoam) Commonly used in plastic cups and plates and to-go containers. Only acceptable when source separated from other mixed recyclables. 7 OTHER: Other mixed resins. Commonly used in mixed plastic containers or plastic products.

Glass – Colored Colored Glass Bottles and Containers includes food and beverage containers – three subtypes described below:

Green Glass Bottles and Containers means green-colored glass containers with or without a CRV label.

Examples: Whole or broken green soda, beer and wine bottles.

Brown Glass Bottles and Containers means brown-colored glass containers with or without a CRV label.

Examples: Whole or broken brown soda, beer and wine bottles.

Other Colored Glass Bottles and Containers means colored glass containers and bottles other than green or brown with or without a CRV label. Examples: Whole or broken blue or other colored bottles and containers.

Glass – 3 Mix A collection of flint, amber, and green beverage or food container glass. It may contain normal container labels and metal tops.

Page 613 of 802 ends

18 Material Definition
mixed fiber products that may include coffee cups, ice cream containers, gable top cartons, aseptic or tetrapak. Food soiled materials and materials with visible water marks are not accepted.

News Known as ONP (old news print), ONP has two major sub-grades:

No. 8 is sorted newspapers only.

No. 6 may have some magazines mixed in and may be tied in bundles or gathered in brown bags.

Food soiled materials and materials with visible water marks are not accepted.

OCC Used boxes and sheets of corrugated board of various qualities. Corrugated is known as OCC ( old corrugated container). OCC is clean cardboard made from unbleached, unwaxed paper with a fluted corrugated) inner liner. Does not include pizza boxes. Food soiled materials and materials with visible water marks are not accepted.
eWaste: Includes calculators, cameras, cell phones, computer mice, cords, DVD players, DVRs, fax machines, keyboards, small printers, radios, scanners, smart phones, stereos, telephones, VCRs. Inkjet/toner cartridges are not acceptable in the commingled container but are acceptable if collected separately.

It is important to note that materials are only recyclable where markets exist. If a market disappears for a material on the above lists, then GreenWaste can no longer accept it as a recyclable material.

Non-Recyclable Materials
Non-Recyclable Materials are those materials collected as part of the Recyclable collection program and delivered to the MRF that require Disposal because they are:

Not Acceptable Recyclable Materials, or
Are Acceptable Recyclable Materials but are:

Not free of food/liquid, or
Free of food/liquid but:

Are smaller than 2”-2.5” such that they are not recoverable using industry- standard processing equipment or otherwise Non-Residentially reasonable methods, or Where no Non-Residentially reasonable market exists for their disposition Non-recyclable materials collected in the Town and processed at the GreenWaste MRF, which cannot be marketed, will be consolidated with non-recyclable from the remainder of MRF operations and transported for Disposal.

Processing Site Information
The GreenWaste MRF is permitted to accept up to 3,500 tons per day ( tpd) of material. The MRF guarantees processing capacity for the Town’s recyclable materials through the term of this new Agreement. The MRF is open Monday through Sunday and is permitted to operate twenty-four (24) hours per day, seven (7) days per week. The MRF is typically open from 4:00am - 9:00pm Monday through Friday, 5:00am - 5:00pm on Saturday, and on an as-needed basis for maintenance on Sunday, generally operates 309 days per year, and is closed on the following holidays:

New Year’s Day;
Thanksgiving Day; and,
Christmas Day.

Page 614 of 802 ends

19 In December 2015, GreenWaste started operation of its updated MRF facilities, a multi-building processing operation where MSW is processed in a separate building than recyclable materials. In order to optimize efficiencies, recyclables that are recovered from the MSW process are often moved to the recyclables processing building to utilize the expanded sorting and quality control capabilities of the single-stream processing to ensure as much material is diverted from landfill as possible.

The MRF is currently undergoing another upgrade that will recover additional plastics, fiber and aluminum and will maximize marketability of recyclables by effectively removing all contaminants.

MRF Processing Operations
The single- stream recyclable materials processing building is capable of processing up to fifty (50) tons per hour of material, while consistently recovering up to 95% of processed material.

China was historically the largest consumer of recycled commodities throughout the United States, importing approximately 13 million tons of paper and 776,000 tons of plastic from the US annually. As of January 1, 2018, China imposed a number of restrictions on imported recyclables under a policy entitled “ National Sword,” creating zero tolerance for a number of problem materials. With the new restrictions, imported recyclables may only contain 0.5% of any type of contaminant.

In reaction to these heightened standards, the GreenWaste MRF added staff to the sorting line and slowed down the rate at which materials move through the facility to approximately forty ( 40) tons per hour to minimize contamination and keep materials clean. While no material is currently going to China, MRF management is constantly seeking, and successfully locating, new markets for separated recyclables. However, there has been a substantial loss of markets across the world, which does have local impacts at the GreenWaste MRF and for the communities it serves. GreenWaste continues to innovate during this recycling crisis and will continue to keep the Town apprised of the state of recycling.

What follows are the details of the various stages of the single-stream recyclable materials processing cycle.

Floor Sort Recyclable material is tipped and undergoes an initial manual floor sort, where sorters remove large recoverable items and contaminants. After the floor sort, a bucket loader operated by a MRF employee feeds recyclable material into the metering bin.

Pre-Sort The pre-sort process includes up to eight ( 8) pre-sorting stations along conveyors where sorters remove contaminants, large items, film plastics, bagged shredded paper, and rigid plastics prior to the material stream entering the mechanical portion of the facility. Staffing levels and locations are determined by the composition of the recyclable materials being processed. The pre-sort stations are essential to MRF operations and increase the total system throughput, improve the efficiency of machinery separation, and result in higher quality output products.

Bag Breaker During the pre-sort, sorters pull off unopened bags and toss them down a chute where the bag breaker mechanically opens the bags and a conveyor belt reintroduces the materials to the line, meeting up with the rest of the materials that have made it past the pre-sort.

Recyclables Processing Facility
Owner & Operator GreenWaste Recovery, Inc.

SWFP No. 43-AN-0019 and 43-AN-0020
Permitted Hours of Operation 24 hours per day
CEQA SCH # 2004112032
Capacity Up to 3,500 tpd
MRF Manager Contact Information Ricardo Lopez 408.938.4936

Page 615 of 802 ends

20 OCC (Old Corrugated Cardboard) Screen The OCC disc screen is used to capture large cardboard and allow other materials to continue for further processing. The spacing in the screen allows for cardboard to float over the top, separating the larger cardboard from the smaller paper, plastic, and other materials. Quality control stations remove any contaminants from the cardboard before directing it to the cardboard bunker for subsequent baling.

Debris Roll Screen Directly under the OCC screen, glass falls onto debris roll screens, separating glass from the rest of the material. The glass is then cleaned for improved marketability by a magnet and Nihot Air Separator.

Magnet A magnetic removes nails, lids, and other ferrous items from the glass stream.

Nihot Air Separator Small plastics, shredded paper and other light contaminates are removed from the heavier glass by utilizing an air stream to push light materials onto a residue line while heavier glass falls to a separate line
Optical Sorter Non-glass items that are four ( 4) inches or smaller travel through an optical sorter that ejects aluminum, metal, PET, HDPE natural, HDPE color, and plastics 2-7 to recover smaller recyclable materials.

Screens A series of 3 screens target different grades of 2-dimentional materials ( e.g. paper, film plastic) from the 3- dimentional material (e.g. containers). These screens are adjustable to allow for different material make ups Optical Sorters for Cardboard Material from the first and second set of screens travels through to two (2) cardboard optical sorters. Here, any remaining cardboard is ejected and separated to its designated bunker, while the remaining material falls down towards another set of three (3) optical sorters for additional quality control.

Optical Sorters for containers Three ( 3) optical sorters separate containers, aluminum, and metals while ejecting film plastics which travel through a vacuum tube towards the Nihot Container for film plastics. The rest of the of the material continues towards the container line.

Nihot Container The Nihot Container has a rotating drum that removes dust and dirt. Any film plastic larger than ½ inch is recovered.

Electro- magnetic Separator Ferrous metals are separated using electro- magnetic separators. All ferrous metals are stored in bunkers prior to baling.

Optical Sorters A series of 3 optical sorters separate various types of plastics from the rest of the material, including PET, HDPE and Plastics 2-7.

Post-Sort After each optical oorter are quality control stations where sorters pull off any material that isn’t PET, HDPE, or Plastics 2-7 to ensure optimum marketability of the recovered commodities.

Eddy Current Separator Non-ferrous metals (i.e. aluminum cans) are separated utilizing an eddy current separator.

A magnetic rotor spins rapidly inside a non-metallic drum. Alternating magnetic charges on the belt, combined with the velocity of the conveyor, force the non-ferrous metal to repel away from the conveyor, while the other materials drop off at the end.

Last Line of Defense After the eddy current separator are 2 sorters who separate ( 1) scrap aluminum from other aluminum and (2) non-landfill material from landfill material.

Baler 2 balers prepare material for market. One machine is primarily used for mixed paper, while the other is primarily used for OCC. Both balers are adapted to use for various materials and computer systems connected to the material bunkers notify MRF employees when there is enough material accumulated for baling.

Page 616 of 802 ends

21 Permits and Regulatory Compliance
GreenWaste’ s Solid Waste Facility Permits (SWFP # 43-AN-0019 and 43-AN-0020) are issued and conferred by the California Department of Resources Recycling and Recovery ( CalRecycle). The GreenWaste MRF is also governed through permits issued by the following State and local regulatory agencies:

California Department of Toxic Substances Control ( DTSC); California Department of Industrial Relations ( OSHA);
California Regional Water Quality Control Board ( RWQCB); California Air Resources Board (CARB);
City of San Jose;
County of Santa Clara; and,
San Jose Fire Department.

The GreenWaste MRF has complied with all permits and environmental documents since its inception. At its request, GreenWaste can provide the Cities with all documentation verifying compliance. Safety is of the utmost importance at the GreenWaste MRF, and following all applicable local, state, and federal laws and regulations allow for the GreenWaste MRF to boast its excellent safety and compliance record.

5.b Mixed Compostable Materials Processing
Mixed Compostable Materials will be transported directly to the GreenWaste MRF, located at 625 Charles Street in San Jose, CA for initial processing. The resulting compostable fraction will be transported to the Z-Best Composting Facility, located at 980 State Highway 25 in Gilroy, California for composting.

MRF Processing Operations
The municipal solid waste processing building is capable of processing up to ninety ( 90) tons per hour of material, while consistently recovering up to 70% of processed material.

Page 617 of 802 ends

22 What follows are the details of the various stages of the Municipal Solid Waste ( MSW) processing facility, where the Town’s Mixed Compostable Materials will be brought for initial processing.

Floor Sort Mixed Compostable Material will be tipped and undergo an initial manual floor sort, where sorters remove large recoverable items. After the floor sort, a bucket loader operated by a MRF employee feeds material into the metering bin.

Pre-Sort The pre-sort process includes manual sorters at stations along conveyors where sorters remove large items, film plastics, bagged shredded paper, and rigid plastics prior to the material stream entering the mechanical portion of the facility. Staffing levels and locations are determined by the composition of the feedstock being processed. The pre-sort stations are essential to MRF operations and increase the total system throughput, improve the efficiency of machinery separation, and result in higher quality output products.

Bag Breaker The bag breaker mechanically opens the bags and releases the contents onto the conveyor belt towards the disc screens.

Screens There are six screens that separate material by size. The first set of screens separate items that are six (6) inches or larger, the second set of screens separate items that are smaller than six (6) inches, larger than two (2) inches, and finally the last set of screens are the fines which are two (2) inches or smaller. The items from the first two sets of screens continue on for further processing. The lower screen, which transports all organics and fine material, is sent to the compost pile.

Nihot Air Separator The two Nihot Air Separators separate the light and heavy materials. One unit sorts the items from the 6 inches or larger stream and the other sorts items from the 6 inches or smaller stream. From both machines, light items are transported over the machinery and continue onto the polishing screens. The heavier items fall back down to the compost stream for further processing.

Magnet Heavy items on the compost line proceed to the magnet which removes metals from the stream.

Dual Max AI™ After the metals are removed from the stream, the metals continue to the dual Max AI™ last chance recovery where remaining plastics and aluminum are recovered from the stream.

Post Sort At the end of the compost line, additional manual sorters remove any remaining recoverable items from the stream before the material is sent to the compost pile for transport to Z-Best.

Polishing Screen The light material from the Nihot Air Separator travels to the polishing screen where spinning disks send fibers such as paper, cardboard and newsprint over the top and the remaining items fall back and continue through the process. Fines and Compostable items fall to the bottom conveyor and are transported out to the compost pile.

Optical Sorters A series of 4 optical sorters separate various types of plastics from the rest of the material. 1 Paper Optical Sorter Paper that was not captured during the polishing screen is recovered here. 2 HDPE Optical Sorter HDPE color and natural containers are optically sorted. 3 PET Optical Sorter PET beverage containers are optically removed from the stream. 4 Plastics 2-7 Optical Sorter Plastic containers # 2 through #7 are optically sorted.

Page 618 of 802 ends

23 Eddy Current Separator The Eddy current separator has a strong magnetic belt that has positive and negative loops of electrical current. This causes non-ferrous metals to go flying over and separated into its own stream which ends in a bunker.

Max AI™ The Max AI™ units are programmed to identify specific material types and extract anything that does not belong in the stream.
1 Max AI™ Removes anything other than HDPE natural and color from the stream. 2 Max AI™ Removes anything other than PET from the stream 3 Max AI™ Removes anything other than Plastics 2-7 from the stream. 4 Max AI™ Removes anything other than aluminum from the stream Post-Sort After each optical sorter are quality control stations where sorters pull off any material that isn’t PET, HDPE, or Plastics 2-7 to ensure optimum marketability of the recovered commodities.

Baler Two (2) balers prepare material for market. One machine is primarily used for mixed paper, while the other is primarily used for OCC. Both balers are adapted to use for various materials and computer systems connected to the material bunkers notify MRF employees when there is enough material accumulated for baling.

Z-Best Processing Operations
After the Mixed Compostable Materials are processed and sorted at the GreenWaste MRF in San Jose, the compostable fraction will be sent to be composted at Z-Best Composting Facility (Z-Best) in Gilroy.

Screening and Shredding | All materials are processed in an enclosed 20,000 square foot building to remove noncompostable items, including recyclables and residuals, and to shred the material.

Windrows | The material is ejected into a 350-foot long bag that houses all the compostable wastes. PVC pipes are introduced into the bag and used to aerate the compostable materials. Retention time in the bags is about four months, at which time the contents are removed, turned and cured prior to screening.

Densimetric Tables | A density separator that uses vibration and forced air fluidization separate the heavies ( glass and any rock) from the lights ( compost). The compost is fed onto a screen table with small holes in it that is vibrating, the forced air comes from underneath and through the holes, the lighter material ( compost) falls one way while the heavier material ( glass) is separated out.

Final Screening | The materials are transported to a screening system that is used to remove any larger materials, which are then disposed. The smaller compostable materials are stockpiled and cured for an additional four weeks before being screened again and marketed as landscape compost.

Z-Best Composting Facility
Owner & Operator Zanker Road Resource Management, Ltd.

SWFP No. 43-AA-0015
CEQA SCH # 99072048
Capacity Up to 1300 tpd for green material
Up to 700 tpd for MSW feedstock

Page 619 of 802 ends

24 5.c Yard Trimmings Processing
GreenWaste will transport all Yard Trimmings collected to the GreenWaste MRF in San Jose. At the MRF, the material will be processed into two categories, 1) processed yard waste fines, and 2) other processed yard waste “ overs”. The material will be transferred to Z-Best for processing. The Yard Trimmings are processed at Z-Best separate from the Mixed Compostable Materials to yield a high-quality organic compost product.

Windrows | Upon delivery to Z-Best, the materials will be placed into aerated windrows where they will remain for approximately 10-12 weeks.

Turning and watering | During the composting process, mechanical turners will go through the windrows and turn the material. This allows air to reach all of the materials to promote the composting process. The piles will also be watered as needed to maintain proper moisture throughout the composting process.

Final screening | After the composting process, the material is screened to 3/8” minus. The 3/8 minus finished compost is stockpiled and sold as a soil amendment for use in agriculture and landscape. The “overs” material is used as a mulch, reprocessed and recomposted, or used as ADC.

5.d Residue Disposal
GreenWaste will, to the maximum extent practicable, ensure that Recyclable Materials, Mixed Compostable Materials and Yard Trimmings are collected and processed in a manner which will ensure that recoverable and marketable materials will not be landfilled and that the Town will receive credit toward the State diversion mandates. After processing all Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected from Service Recipients, GreenWaste will transport all residues to landfill.

Page 620 of 802 ends

25 6 Customer Service
GreenWaste provides superior customer service by investing in technical infrastructure, and providing CSRs with the appropriate tools to effectively do their job. The Customer Service Department for the Town will initially be housed in the GreenWaste Corporate Office, located at 1500 Berger Drive, San Jose before moving to 610 Gish E. Gish Rd., San Jose.

Customer Service will consist of one (1) Supervisor and four (4) Customer Service Representatives ( CSRs) that also serve other local jurisdictions.

CSRs will be available from 8:00 AM – 5:00 PM, Monday through Friday. The GreenWaste call center will be reached through both local and toll-free numbers. Calls received between 5:00 PM and 8:00 AM or on the weekend will be offered the opportunity to leave a message on an answering machine. All messages will be returned the following business day and all attempts to contact the caller will be recorded in GreenWaste’ s database ( Tower). GreenWaste also has a 24-hour hotline that reaches a manager in case of emergency, available to the Town’s Representative( s).

Customer Service Operations
CSRs begin each call with a standardized greeting that includes GreenWaste, their name, and an offer of assistance. CSRs are trained to fully listen to the Service Recipient’ s request, asking clarifying questions as appropriate, and then repeating the pertinent details back to the Service Recipient. Once the CSR has verified that they completely understand the nature of the issue, they propose a solution to the issue. Once the issue has been resolved to the Service Recipient ’ s satisfaction, the CSR then inputs all pertinent details into Tower.

Tower is designed to:

Track and maintain all Service Recipient accounts, which includes Service Recipient complaints, missed pick-ups, level of service and collection day;
Verify corporate, service, and billing addresses;
Prorate accounts, positively or negatively, based on the start or stop of an account; Actively maintain and audit both permanent and on-call routes; and Track all Service Recipient interactions.

Though all Service Recipient interactions will differ, most will involve the following steps:

Determine who is calling and the nature of the reason for the call; Ask questions to clarify the Service Recipient’ s issue; Contact the route driver if the issue is the result of a route-based problem; Determine if the issue can be solved in the remaining part of the collection day; Offer additional solutions to ensure the Service Recipient is satisfied; Agree on a solution and input the problem and solution into Tower; and, As necessary, issue a work order to send to the driver.

Online Access
GreenWaste has harnessed the power of the on-line portal “eTower.” When Service Recipients set up their personal account on eTower, they can handle a number of tasks conveniently online. The Service Recipient will be able to request changes in service, schedule additional pick-ups and sign-up for paperless billing.

Page 621 of 802 ends

Los Altos Hills City CouncilOctober 20, 2022

Los Altos Hills City Council
October 20, 2022