Agenda packet — Palm Springs City Council, September 1, 2022 (part 4 of 6)

the City Clerk has on file the Resolution of Intention, a certified map of the proposed boundaries of the territory to be annexed to the District, and a sufficient description to allow the City Clerk to determine the boundaries of the territory to be annexed to the District.

SECTION 8. The voted ballots shall be returned to the City Clerk no later than immediately following the adoption of this Resolution; and when the qualified electors have voted, the election shall be closed.

SECTION 9. Pursuant to Section 53327 of the Act, the election shall be conducted by hand-delivered ballot pursuant to the California Elections Code.

SECTION 10. This City Council acknowledges that the City Clerk has caused to be delivered to the qualified electors of the area to be annexed a ballot in the form set forth in Exhibit “A” hereto. The ballot indicated the number of votes to be voted by each landowner.

SECTION 11. The ballot was accompanied by all supplies and writ ten instructions necessary for the use and return of the ballot . The envelope to be used to return the ballot was enclosed with the ballot, had the return postage prepaid, and contained the following: (a) the name and address of the landowner, (b) a declar ation, under penalty of perjury, stating that the voter is the owner of record or authorized representative of the landowner entitled to vote and is the person whose name appears on the envelope, (c) the printed name, signature, and address of the voter, ( d) the date of signing and place of execution of the declaration pursuant to clause (b) above, and (e) a notice that the envelope contains an official ballot and is to be opened only by the canvassing City Council.

SECTION 12. Analysis and arguments with respect to the ballot measures are hereby waived, as provided in Section 53327 of the Act.

SECTION 13. The City Clerk shall accept the ballots of the qualified electors in the City Council meeting room upon and prior to the adoption of this Resolution, whether the ballot is personally delivered or is received by mail. The City Clerk shall have ballots available which may be marked at said location on the election day by the qualified electors.

SECTION 14. This City Council hereby further finds that the provi sion of Section 53326 of the Act requiring a minimum of 90 days following the adoption of this Resolution to elapse before said special election is for the protection of the qualified electors of the territory to be annexed to the District . The ballots to be executed by the qualified electors of the area to be annexed to the District contains a waiver of any time limit pertaining to the conduct of the election and a waiver of any requirement for ballot measure analysis and arguments in connection with the election . Accordingly, this City Council finds and determines that, to the extent that the qualified elector submits its ballot, Item 2A - 11
Resolution No. ______

Page 4 ends

the qualified elector will have been fully apprised of and have agreed to the shortened time for the election and waiver of ballot measure analysis and arguments and will have thereby been fully protected in these proceedings . This City Council also finds and determines that the City Clerk has concurred in the shortened time for the election.

SECTION 15. This Resolution shall take effect upon its adoption.

ADOPTED THIS 1st DAY OF SEPTEMBER 2022.

JUSTIN CLIFTON

CITY MANAGER
ATTEST:
______

MONIQUE LOMELI, CMC

INTERIM CITY CLERK

Item 2A - 12
Resolution No. ______

Page 5 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, MONIQUE LOMELI, Interim City Clerk of the City of Palm Springs, hereby certify that Resolution No. _____ is a full, true and correct copy as was duly adopted at a regular meeting of the City Council of the City of Palm Springs on September 1, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 1st day of September, 2022.

____

MONIQUE LOMELI, CMC

INTERIM CITY CLERK

Item 2A - 13

EXHIBIT A

CITY OF PALM SPRINGS
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(PUBLIC SAFETY SERVICES)
ANNEXATION NO. 24
TRACT MAP NO. 38049
This ballot is for a special landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Palm Springs no later than 6:00 p.m. on July 28. 2022, either by mail or in person. The City Clerk's office is located at 3200 East Tahquitz Canyon Way, Palm Springs, California, 92262.

To vote, mark a cross (X) in the voting square after the word “YES” or after the word "NO". All distinguishing marks otherwise made are forbidden and make the ballot void. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Palm Springs and obtain another.

The estimated maximum amount of money raised annually by this measure is expected to be $4,000 per year upon full build out of the CFD, based on the rate and duration of the special tax as set forth in the rate and method of apportionment of special taxes for the CFD.

BALLOT MEASURE : Shall the City of Palm
Springs, by and for its Community Facilities District
No. 2005-1 (Public Safety Services) (the “CFD”), be
authorized to annually levy a special tax within the
territory identified as Annexation No. 24 to the CFD in accordance with th e rate and method of
apportionment described in the Resolution of Intention
adopted by the Council of the City of Palm Springs on
June 16, 2022
, and shall the annual appropriations
limit of the CFD be established in an amount equal to
the proceeds of the special tax collected annually?
YES: _
_____
NO: ______
By execution in the space provided below, you also confirm your written waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure.

Number of Votes: 3
Property Owner: AG Land Inv
Riverside County Assessor’s Parcel Number(s): 507-380-019 & 507-380-020 By: _________________________________________________
Item 2A - 14

EXHIBIT A

CITY OF PALM SPRINGS
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(PUBLIC SAFETY SERVICES)
ANNEXATION NO. 24
TRACT MAP NO. 38049

CANVASS AND STATEMENT OF RESULT OF ELECTION
I hereby certify that on September 1, 2022, I canvassed the returns of the election held on September 1, 2022, for the City of Palm Springs Community Facilities District No. 2005-1 (Public Safety Services) Annexation No. 24, and the total number of votes cast in such election and the total number of votes cast for and against the measure are as follows and the totals as shown for and against the measure are full, true and correct:

Qualified
Landowner
Votes
Votes
Cast
Votes
YES
Votes
NO
City of Palm Springs Community
Facilities District No. 2005 -1 (Public
Safety Services) Annexation No. 24
Special Tax Election, September 1,
2022 __3__ _____ _____ _____
BALL
OT MEASURE: Shall the City of Palm Springs, by and for its Community Facilities District No. 2005-1 (Public Safety Services) (the “CFD”), be authorized to annually levy a special tax within the territory identified as Annexation No. 24 to the CFD in accordance with th e rate and method of apportionment described in the Resolution of Intention adopted by the Council of the City of Palm Springs on June 16, 2022, and shall the annual appropriations limit of the CFD be established in an amount equal to the proceeds of the special tax collected annually?
Yes: __________
No: __________
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND ON September 1, 2022.

By: __________________________

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2A - 15
Attachment C
Item 2A - 16
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE

LEVY OF SPECIAL TAXES IN A COMMUNITY FACILITIES

DISTRICT, INCLUDING CERTAIN ANNEXATION
TERRITORY IDENTIFIED AS ANNEXATION NO. 24 ,
TRACT MAP NO. 38049 INTO COMMUNITY FACILITIES
DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES).

WHEREAS, the City of Palm Springs (the “City”) has conducted proceedings pursuant to the “Mello- Roos Community Facilities Act of 1982”, being Chapter 2.5, Part

1. Division 2, Titl e 5 of the Government Code of the State of California (the “Act”) and the City of Palm Springs Community Facilities District Ordinance enacted pursuant to the powers reserved by the City of Palm Springs under Sections 3, 5, and 7 of Article XI of the Constitution of the State of California (the “CFD Ordinance”) (the Act and the CFD Ordinance may be referred to collectively as the “Community Facilities District Law”), to establish the City of Palm Springs Community Facilities District No. 200 5-1 (Public Safety Services) (the “District”) for the purpose of financing police services, fire protection and suppression services, and life safety services (the “Services”) as provided in the Act; and
WHEREAS, the rate and method of apportionment of special tax for the District is set forth in Exhibit B to the City Council Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Forming and Establishing a Community Facilities District,” (the “Resolution of Formation” ), which was adopted on October 19, 2005; and
WHEREAS the City has conducted proceedings to annex territory into the District and, with respect to the proceedings, following an election of the qualified electors in the territory proposed for annexation ( the “A nnexation Territory”), the City Council, on September 1, 2022, adopted a Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Declaring the Results of a Special Annexation Landowner Election, Determining Validity o f Prior Proc eedings, and Directing the Recording of an Amendment to Notice of Special Tax Lien for Annexation No. 24, Tract Map No. 38049, into Community Facilities District No. 2005-1 (Public Safety Services).”

NOW THEREFORE, THE CITY COU NCIL OF THE CITY OF PALM SPRI NGS, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

SECTION 2. By the passage of this Ordinance, the City Council hereby authorizes and levies the special tax within the D istrict, including the Annexation Territory, pursuant to the Community Facilities District Law, at the rate and in Item 2A - 17
Ordinance No. ______

Page 2 ends

accordance with the rate and method of apportionment of special tax set forth in the Resolution of Formation, which rate and method is by thi s reference in corporated herein. The special tax has previously been levied in the original territory of the District beginning in Fiscal Year 2006-07 pursuant to Ordinance No. 1677 passed and adopted by the City Council on November 2, 2005, and the special tax is hereby levied commencing in Fiscal Year 2022-23 in the District, including the Annexation Territory identified as Annexation No. 24, Tract Map No. 38049, and in each fiscal year thereafter to pay for the Services for the District and the costs of administering the District.

SECTION 3. The City’s Finance Director or designee or employee or consultant of the City is hereby authorized and directed each fiscal year to determine the specific special tax to be levied for the next ensuing fi scal year for each parcel of real property within the District, including the Annexation Territory, in the manner and as provided in the Resolution of Formation.

SECTION 4. Exemptions from the levy of the special tax shall be as provided in the Resolution of Formation and the applicable provisions of t he Community Facilities District Law. In no event shall the special tax be levied on any parcel within the District in excess of the maximum special tax specified in the Resolution of Formation.

SECTION 5. All of the collections of the special tax shall be use d as provided in the Community Facilities District Law and in the Resolution of Formation, including, but not limited to, the payment of the costs of the Services, the payment of the costs of the City in administering the D istrict, and the costs of col lecting and administering the special tax.

SECTION 6. The special tax shall be collected in the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority, and be subject to the same pen alties and the same procedure and sale i n cases of delinquency as provided for ad valorem taxes; provided, however, that the City Council may provide for other appropriate methods of collection by resolution(s) of the City Council. The Finance Director of the C ity is hereby authorized and di rected to provide all necessary information to the auditor/tax collector of the County of Riverside in order to effect proper billing and collection of the special tax, so that the special tax shall be includ ed on the secured property tax roll of the Count y of Riverside for Fiscal Year 2022-23 and for each fiscal year thereafter until no longer required to pay for the Services or until otherwise terminated by the City.

SECTION 7. If for any reason any portion of this Ordinance is found to be invalid, or if the special tax is found inapplicable to any particular parcel within the District, including the Annexation Territory, by a court of competent jurisdiction, the balance of this Ordinance and the applicati on of the special tax to the remaining parcels within t he District, including the Annexation Territory, shall not be affected.

Item 2A - 18
Ordinance No. ______

Page 3 ends

SECTION 8. The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published immediately after its passag e at least once in a newspaper of general circulation for the City.

SECTION 9. This Ordinance shall take effect 30 days from the date of final passage.

INTRODUCED ON THE 1st DAY OF SEPTEMBER, 2022, AND ADOPTED THIS 22nd DAY OF SEPTEMBER, 2022.

L ISA MIDDLETON
MAYOR
ATTEST:
__ ____

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2A - 19
Ordinance No. ______

Page 4 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, MONIQUE LOMELI , Interim City Clerk of the City of Palm Springs, hereby certify that Ordinance No. _____ is a full, true and co rrect copy as was duly adopted at a regular meeting of the City Council of the City of Palm Springs on September 22, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF , I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 22nd day of September, 2022.

____

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2A - 20

CITY COUNCIL STAFF REPORT
09/01/2022 2. B.

City Clerk -

SUBJECT
AUTHORIZE ANNEXATION NO. 25 TO COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES)
RECOMMENDATION:

Hold a Public Hearing on the matter.1.

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING ANNEXATION NO. 25, TRACT MAP NO. 38416, INTO COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES), AUTHORIZING THE LEVY OF A SPECIAL TAX, AND SUBMITTING THE LEVY OF SPECIAL TAX TO
QUALIFIED ELECTORS.”

2. Conduct the Special Annexation Landowner Election.3.

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, DECLARING THE RESULTS OF A SPECIAL ANNEXATION LANDOWNER ELECTION, DETERMINING VALIDITY OF PRIOR PROCEEDINGS, AND DIRECTING THE RECORDING OF AN AMENDMENT TO NOTICE OF SPECIAL TAX LIEN FOR ANNEXATION NO. 25, Tract Map No. 38416, INTO COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES).”

4. Introduce an Ordinance entitled, “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE LEVY OF SPECIAL TAXES IN A COMMUNITY FACILITIES DISTRICT, INCLUDING CERTAIN ANNEXATION TERRITORY IDENTIFIED AS ANNEXATION NO. 25, TRACT MAP NO. 38416 INTO COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES).”

5. Attachments
Item 2B

CITY COUNCIL STAFF REPORT
DAT
E: SEPTEMBER 1, 2022 PUBLIC HEARING
SUBJECT: AUTHORIZE ANNEXATION NO. 25 TO COMMUNITY FACILITIES DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES)
FROM: Justin Clifton, City Manager
BY: Engineering Services Department
SUMMARY:

Th
e City Council previously established Community Facilities District 2005-1 (Public Safety Services , CFD 2005-1) in October 2005 to levy a special tax on properties identified as “fee status” (non- Indian Allottee Leased or non -Tribal Trust properties) located within the City, to provide a financing mechanism to sustain the delivery of public safety services to new resid ential developments located on those properties . These actions authorize the annex ation of additional property identified as Annexation No. 25 (for Tract Map No. 38416).

RECOMMENDATION:

1. Hol
d a Public Hearing on the matter.

2. Adopt Resolution No. _____, “ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING ANNEXATION NO. 25 , TRACT MAP NO. 38416 , INTO COMMUNITY FACILITIES DISTRICT NO. 2005 -1 (PUBLIC SAFETY SERVICES), AUTHORIZING THE LEVY OF A SPECIAL TAX, AND SUBMITTING THE LEVY OF SPECIAL TAX TO QUALIFIED ELECTORS.”

3. Conduct the Special Annexation Landowner Election.

4. Adopt Resolution No. _____, “ A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, DECLARING THE RESULTS OF A

SPECIAL ANNEXATION LANDOWNER ELECTION, DETERMINING VALIDITY OF

PRIOR PROCEEDINGS, AND DIRECTING THE RECORDING OF AN AMENDMENT TO NOTICE OF SPECIAL TAX LIEN FOR ANNEXATION NO. 25, TRACT MAP NO. 38416, INTO COMMUNITY FACILITIES DISTRICT NO. 2005 -1 (PUBLIC SAFETY SERVICES).”

5. Introduce Ordinance No. _____, “AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE LEVY OF SPECIAL Item 2B - 1
City Council Staff Report
September 1, 2022 – Page 2
Initiation of Annexation No. 25 TM 38416 to CFD 2005-1

TAXES IN A COMMUNITY FACILITIES DISTRICT, INCLUDING CERTAIN ANNEXATION TERRITORY IDENTIFIED AS ANNEXATION NO. 25 , TRACT MAP NO. 38416 INTO COMMUNITY FACILITIES DISTRICT NO. 2005 -1 (PUBLIC SAFETY SERVICES).”
STAFF ANALYSIS:

Th
e City Council created C ommunity Facilities District 200 5-1 (Public Safety Services , CFD 2005-1) to allow the City to levy a special tax on certain properties identified as “fee status” (non-Indian Allottee Leased or Tribal Trust properties) located within the City, to provide a financing mechanism to sustain the delivery of public safety services to new residential developments located on those properties . This type of financing program, which is authorized under the Mello- Roos Community Facilities Act of 1982, envisione d the participation of all future new residential development projects on “fee status” lands, either by formation of new districts or as an annexation into CFD 2005-1.

As new residential developments within the reservation on “fee status” lands have been approved by the City, they are conditionally approved with a requirement to annex into CFD 2005-1. CFD 2005-1 was specifically established separately from the City’s other district, Community Facilities District 200 7-1 (Public Safety Services) ( CFD 2007-1), for developments located on Indian Allottee Leased or Tribal Trust lands that cannot be annexed into the existing CFD 2005-1 due to their unique ownership status.

At this time, one residential development approved on “fee status” land is recommended for annexation into CFD 2005-1:
• Annexation No. 25 – Tract Map No. 38416, a residential development consisting of 12 multi-family condominiums located in the 1400 block of North Palm Canyon Drive.

The City Council previously adopted a Resolution declaring its intention to annex this property to CFD 2005 -1. That R esolution set forth terms and conditions for annexing property into CFD 2005-1 and included the rate and method of apportionment of the special tax to be levied. The Resolution also scheduled a Public Hearing on the proposed annexation for September 1, 2022.

Pursuant to the Mello- Roos Community Facilities Act of 1982, there are less than 12 registered voters on the property to be annexed into CFD 2005-1; therefore, the special election will be a landowner vote within the annexation. The owner of the property proposed to be annexed previously returned a petition with waivers to the City, waiving certain timing and noticing requirements related to E lection Code, which will enable the City to expedite the annexation process by conducting the speci al election immediately after the Public Hearing.

Item 2B - 2
City Council Staff Report
September 1, 2022 – Page 3
Initiation of Annexation No. 25 TM 38416 to CFD 2005-1
The special tax currently being assessed on properties within CFD 2005-1 is based upon a Fiscal Impact Analysis that was prepared by MuniFinancial. Based on this analysis, the Fiscal Year 2022/23 special tax for a multi -family residence is $ 451.15 per year . The special tax is collected as part of the Riverside County annual property tax bill.

ENVIRONMENTAL ASSESSMENT:

The r
equested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to authorize annexation of certain properties into CFD 2005-1, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT:

Fol
lowing annexation of the residential development into CFD 2005-1, after construction of the units (issuance of building permits), the special tax to be levied within the development will generate an additional $5,413.80 annually, based on the Fiscal Year 2022/23 rates, to be used specifically for public safety services.

REVIEWED BY:

City Engineer: Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Justin Clifton
ATTACHMENTS:

A. Res
olution Declaring Election Results
B. Resolution Authorizing Annexation
C. Ordinance
Item 2B - 3
Attachment A
Item 2B - 4
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, DECLARING THE

RESULTS OF A SPECIAL ANNEXATION LANDOWNER

ELECTION, DETERMINING VALIDITY OF PRIOR

PROCEEDINGS, AND DIRECTING THE RECORDING OF

AN AMENDMENT TO NOTICE OF SPECIAL TAX LIEN FOR
ANNEXATION NO. 25 , TRACT MAP NO. 38416, INTO
COMMUNITY FACILITIES DIS TRICT NO. 2005-1 (PUBLIC
SAFETY SERVICES).

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND APPROVES AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

SECTION 2. The issue presented at the special election was the levy of a special tax within the territory annexed to the District, to be levied in accordance with the formula heretofore approved by this City Council, all as described in the Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Declaring its Intention to Annex Territory into a Community Facilities District and to Authorize the Levy Item 2B - 5
Resolution No. ______

Page 2 ends

of Special Taxes for City of Palm Springs Community Facilities District No. 2005-1, (Public Safety Services), Annexation No. 25, Tract Map No. 38416,” adopted by this City Council on July 14, 2022.

SECTION 3. Pursuant to the Canvass on file with the City Clerk, the issue presented at the special election was approved by the landowners of the territory annexed to the District by more than two-thirds (2/3) of the votes cast at the special election.

SECTION 4. Pursuant to the voter approval, the annexed territory is hereby declared to be fully annexed to and part of the District and this City Council may levy special taxes therein as heretofore provided in these proceedings.

SECTION 5. It is hereby found that all prior proceedings and actions taken by this City Council with respect to the District and the territory annexed thereto were valid and in conformity with the Act.

SECTION 6. Within 15 days of the date of adoption hereof, the City Clerk shall execute and cause to be recorded in the office of the County Recorder of the County of Riverside, an Amendment to Notice of Special Tax Lien, as required by Section 3117.5 of the California Streets and Highways Code.

SECTION 7. This Resolution shall take effect upon its adoption.

ADOPTED THIS 1st DAY OF SEPTEMBER 2022.

JUS TIN CLIFTON

CITY MANAGER
ATTEST:
______

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2B - 6
Resolution No. ______

Page 3 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 1st day of September, 2022.

____

MONIQUE LOMELI, CMC

INTERIM CITY CLERK

Item 2B - 7

EXHIBIT A

CITY OF PALM SPRINGS
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(PUBLIC SAFETY SERVICES)
ANNEXATION NO. 25
TRACT MAP NO. 38416

CANVASS AND STATEMENT OF RESULT OF ELECTION
I hereby certify that on September 1, 2022, I canvassed the returns of the election held on September 1, 2022, for the City of Palm Springs Community Facilities District No. 2005-1 (Public Safety Services) Annexation No. 25, and the total number of votes cast in such election and the total number of votes cast for and against the measure are as follows and the totals as shown for and against the measure are full, true and correct:

Qualified
Landowner
Votes
Votes
Cast
Votes
YES
Votes
NO
City of Palm Springs Community
Facilities District No. 2005 -1 (Public
Safety Services) Annexation No. 25
Special Tax Election, September 1,
2022 __1__ _____ _____ _____

BALLOT MEASURE: Shall the City of Palm Springs, by and for its Community Facilities District No. 2005-1 (Public Safety Services) (the “CFD”), be authorized to annually levy a special tax within the territory identified as Annexation No. 25 to the CFD in accordance with th e rate and method of apportionment described in the Resolution of Intention adopted by the Council of the City of Palm Springs on July 14, 2022, and shall the annual appropriations limit of the CFD be established in an amount equal to the proceeds of the special tax collected annually?
Yes: __________
No: __________
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND ON September 1, 2022.

By: __________________________

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2B - 8

Attachment B
Item 2B - 9
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, AUTHORIZING
ANNEXATION NO. 25 , TRACT MAP NO. 38416, INTO
COMMUNITY FACILITIES DISTRICT NO. 2005 -1 (PUBLIC

SAFETY SERVICES), AUTHORIZING THE LEVY OF A

SPECIAL TAX, AND SUBMITTING THE LEVY OF SPECIAL
TAX TO QUALIFIED ELECTORS.

WHEREAS, under t he Mello -Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code; hereafter referred to as the “Act”), the City Council of the City of Palm Springs (the “City”) previously conducted proceedings to establish the City of Palm Springs Community Facilities District No. 2005-1 (Public Safety Services) (the “District”), and
WHEREAS, this City Council on July 14 , 2022, adopted a Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Declaring its Intention to Annex Territory into a Community Facilities District and to Authorize the Levy of Special Taxes for City of Palm Springs Community Facilities District No. 2005-1, (Public Safety Services), Annexation No. 25, Tract Map No. 38416” (“Resolution of Intention”) stating its intention to annex the territory to the District pursuant to the Act; and WHEREAS, a copy of the Resolution of Intention, incorporating a description and map of the proposed boundaries of the territory to be annexed to the District, stating the services to be funded by the District and the rate and method of apportionment of the special tax to be levied within the District to pay for the servic es is on file with the City Clerk and the provisions thereof are fully incorporated herein by this reference as if fully set forth herein; and
WHEREAS, on the date hereof, this City Council held a noticed public hearing as required by the Act and the Resolution of Intention relative to the proposed annexation of territory to the District; and
WHEREAS, at the hearing all interested persons desiring to be heard on all matters pertaining to the annexation of territory to the District and the levy of special taxes within the area proposed to be annexed were heard and a full and fair hearing was held; and
WHEREAS, prior to the closing of the hearing, no written or oral protests had been made against the proposed annexation of territory to the District by (i) any registered voter residing in the existing District, or (ii) any registered voter residing in the territory proposed to be annexed to the District, or (iii) any of the owners of land in the existing District, or (iv) any of the owners of land in the territory proposed to be annexed to the District; and Item 2B - 10
Resolution No. ______

Page 2 ends

WHEREAS, Annexation Map No. 25 of the District has been filed with the County Recorder of the County of Riverside, which map shows the territory to be annexed in these proceedings and a copy of the map is on file with the City Clerk.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND APPROVES AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

SECTION 2. All prior proceedings taken by this City Council with respect to the District and the proposed twen ty-third annexation of territory thereto have been duly considered and are hereby determined to be valid and in conformity with the Act and the District has been validly established pursuant to the Act.

SECTION 3. The boundaries of the territory to be annexed to the District, as set forth in the map entitled “Annexation Map No. 25 of Community Facilities District No. 2005-1 (Public Safety Services),” on file with the City Clerk and heretofore recorded in the Riverside County Recorder’s Office on July 26, 2022, in Book 89 at Page 32 of Maps of Assessment and Community Facilities Districts are hereby finally approved, are incorporated herein by this reference, and shall be included within the boundaries of the District, and said territory is hereby ordered annexed to the District, subject to voter approval of the levy of the special taxes therein as hereinafter provided.

SECTION 4. The provisions of the Resolution of Intention are, by this reference incorporated herein, as if fully set forth herein.

SECTION 5. Pursuant to the provisions of the Act, the proposition of the levy of the special tax within the territory to be annexed to the District shall be submitted to the qualified electors of the area to be annexed to the District at an election called therefor as hereinafter provided.

SECTION 6. This City Council hereby finds that fewer than 12 persons have been registered to vote within the territory proposed to be annexed to the District for each of the 90 days preceding the close of the public hearing heretofore conducted and concluded by this City Council for the purposes of these annexation proceedings .

Accordingly, and pursuant to Section 53326 of the Act, this City Council finds that the qualified electors for purposes of the annexation election are the landowners within the territory proposed to be annexed to the District and that the vote shall be by said landowners, each having one vote for each acre or portion thereof such landowner owns in the territory proposed to be annexed to the District.

SECTION 7. This City Council hereby calls a special election to consider the measure described in Section 5 above, which election shall be held in the meeting room of the City Council immediately following adoption of this Resolution. The City Clerk is hereby designated as the official to conduct said election. It is hereby acknowledged that Item 2B - 11
Resolution No. ______

Page 3 ends

SECTION 9. Pursuant to Section 53327 of the Act, the election shall be conducted by hand-delivered ballot pursuant to the California Elections Code.

SECTION 11. The ballot was accompanied by all supplies and written instructions necessary for the use and return of the ballot . The envelope to be used to return the ballot was enclosed with the ballot, had the return postage prepaid, and contained the following: (a) the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the voter is the owner of record or authorized representative of the landowner entitled to vote and is the person whose name appears on the envelope, (c) the printed name, signature, and address of the voter, (d) the date of signing and place of execution of the declaration pursuant to clause (b) above, and (e) a notice that the envelope contains an official ballot and is to be opened only by the canvassing City Council.

SECTION 12. Analysis and arguments with respect to the ballot measures are hereby waived, as provided in Section 53327 of the Act.

SECTION 14. This City Council hereby further finds that the provision of Section 53326 of the Act requiring a minimum of 90 days following the adoption of this Resolution to elapse before said special election is for the protection of the qualified electors of the territory to be annexed to the District . The ballots to be executed by the qualified electors of the area to be annexed to the District contains a waiver of any time limit pertaining to the conduct of the election and a waiver of any requirement for ballot measure analysis and arguments in connection with the election. Accordingly, this City Council finds and determines that, to the extent that the qualified elector submits its ballot, Item 2B - 12
Resolution No. ______

Page 4 ends

SECTION 15. This Resolution shall take effect upon its adoption.

ADOPTED THIS 1st DAY OF SEPTEMBER 2022.

JUSTIN CLIFTON

CITY MANAGER
ATTEST:
______

MONIQUE LOMELI, CMC

INTERIM CITY CLERK

Item 2B - 13
Resolution No. ______

Page 5 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 1st day of September, 2022.

____

MONIQUE LOMELI, CMC

INTERIM CITY CLERK

Item 2B - 14

EXHIBIT A

CITY OF PALM SPRINGS
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(PUBLIC SAFETY SERVICES)
ANNEXATION NO. 25
TRACT MAP NO. 38416
This ballot is for a special landowner election. You must return this ballot in the enclosed postage paid envelope to the office of the City Clerk of the City of Palm Springs no later than 6:00 p.m. on September 1. 2022, either by mail or in person. The City Clerk's office is located at 3200 East Tahquitz Canyon Way, Palm Springs, California, 92262.

The estimated maximum amount of money raised annually by this measure is expected to be $5,413.80 per year upon full build out of the CFD, based on the rate and duration of the special tax as set forth in the rate and method of apportionment of special taxes for the CFD.

BALLOT MEASURE : Shall the City of Palm
Springs, by and for its Community Facilities District
No. 2005-1 (Public Safety Services) (the “CFD”), be
authorized to annually levy a special tax within the
territory identified as Annexation No. 25 to the CFD in accordance with the rate and method of
apportionment described in the Resolution of Intention
adopted by the Council of the City of Palm Springs on
July 14, 2022, and shall the annual appropriations limit of the CFD be established in an amou
nt equal to the
proceeds of the special tax collected annually?
YES: _
_____
NO: ______
By execution in the space provided below, you also confirm your written waiver of the time limit pertaining to the conduct of the election and any requirement for analysis and arguments with respect to the ballot measure.

Number of Votes: 1
Property Owner: 12 @ Las Palmas, LLC
Riverside County Assessor’s Parcel Number(s): 505-182-005 & 505-182-007 By: _________________________________________________
Item 2B - 15

Attachment C
Item 2B - 16
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE

LEVY OF SPECIAL TAXES IN A COMMUNITY FACILITIES

DISTRICT, INCLUDING CERTAIN ANNEXATION
TERRITORY IDENTIFIED AS ANNEXATION NO. 25 ,
TRACT MAP NO. 38416 INTO COMMUNITY FACILITIES
DISTRICT NO. 2005-1 (PUBLIC SAFETY SERVICES).

WHEREAS, the City of Palm Springs (the “City”) has conducted proceedings pursuant to the “Mello- Roos Community Facilities Act of 1982”, being Chapter 2.5, Part

1. Division 2, Titl e 5 of the Government Code of the State of California (the “Act”) and the City of Palm Springs Community Facilities District Ordinance enacted pursuant to the powers reserved by the City of Palm Springs under Sections 3, 5, and 7 of Article XI of the Constitution of the State of California (the “CFD Ordinance”) (the Act and the CFD Ordinance may be referred to collectively as the “Community Facilities District Law”), to establish the City of Palm Springs Community Facilities District No. 200 5-1 (Public Safety Services) (the “District”) for the purpose of financing police services, fire protection and suppression services, and life safety services (the “Services”) as provided in the Act; and
WHEREAS, the rate and method of apportionment of special tax for the District is set forth in Exhibit B to the City Council Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Forming and Establishing a Community Facilities District,” (the “Resolution of Formation” ), which was adopted on October 19, 2005; and
WHEREAS the City has conducted proceedings to annex territory into the District and, with respect to the proceedings, following an election of the qualified electors in the territory proposed for annexation ( the “A nnexation Territory”), the City Council, on September 1, 2022, adopted a Resolution entitled “A Resolution of the City Council of the City of Palm Springs, California, Declaring the Results of a Special Annexation Landowner Election, Determining Validity o f Prior Proc eedings, and Directing the Recording of an Amendment to Notice of Special Tax Lien for Annexation No. 25, Tract Map No. 38416, into Community Facilities District No. 2005-1 (Public Safety Services).”

NOW THEREFORE, THE CITY COU NCIL OF THE CITY OF PALM SPRI NGS, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

Page 2 ends

accordance with the rate and method of apportionment of special tax set forth in the Resolution of Formation, which rate and method is by thi s reference in corporated herein. The special tax has previously been levied in the original territory of the District beginning in Fiscal Year 2006-07 pursuant to Ordinance No. 1677 passed and adopted by the City Council on November 2, 2005, and the special tax is hereby levied commencing in Fiscal Year 2022-23 in the District, including the Annexation Territory identified as Annexation No. 25, Tract Map No. 38416, and in each fiscal year thereafter to pay for the Services for the District and the costs of administering the District.

Item 2B - 18
Ordinance No. ______

Page 3 ends

SECTION 8. The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published immediately after its passag e at least once in a newspaper of general circulation for the City.

SECTION 9. This Ordinance shall take effect 30 days from the date of final passage.

INTRODUCED ON THE 1st DAY OF SEPTEMBER, 2022, AND ADOPTED THIS 22nd DAY OF SEPTEMBER, 2022.

LISA MIDDLETON
MAYOR
ATTEST:
______

MONIQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2B - 19
Ordinance No. ______

Page 4 ends

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF , I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this 22nd day of September, 2022. ____

MON IQUE LOMELI, CMC

INTERIM CITY CLERK
Item 2B - 20

CITY COUNCIL STAFF REPORT
09/01/2022 2. C.

City Clerk -

SUBJECT

PUBLIC HEARING REGARDING PROPOSED INCREASES TO SOLID WASTE

SERVICES RATES AND APPROVAL OF AN AMENDED AND RESTATED

FRANCHISE AGREEMENT FOR SOLID WASTE COLLECTION SERVICES

BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS DISPOSAL

SERVICE
RECOMMENDATION:

Open the Public Hearing to receive public comments on the proposed rate increases and the Amended and Restated Franchise Agreement.

1. Close the Public Hearing after all public comments have been heard, and determine if written protests have been received from the owners/tenants of a majority of parcels which are subject to the solid waste service rate increases, and if a majority protest is not received, discuss and approve the amount of the low-income discount program, and adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AN AMENDED AND RESTATED FRANCHISE AGREEMENT
WITH PALM SPRINGS DISPOSAL SERVICES FOR SOLID WASTE
COLLECTION SERVICES AND ADOPTING THE SOLID WASTE SERVICE RATES,” as amended with the value of the low-income discount.

2. Attachments
Item 2C

CITY COUNCIL STAFF REPORT
DAT
E: SEPTEMBER 1, 2022 PUBLIC HEARING
SUBJECT: PUBLIC HEARING REGARDING PROPOSED INCREASES TO SOLID

WASTE SERVICES RATES AND APPROVAL OF A N AMENDED AND

RESTATED FRANCHISE AGREEMENT FOR SOLID WASTE

COLLECTION SERVICES BETWEEN THE CITY OF PALM SPRINGS

AND PALM SPRINGS DISPOSAL SERVICE
FROM: Justin Clifton, City Manager
BY: Office of Sustainability
SUMMARY:

The C
ity of Palm Springs (City) has an exclusive franchise agreement (Agreement) with Palm Springs Disposal Services (PSDS) to provide solid waste and recycling collection services. Recent changes to state law relative to organic waste collection have necessitated modifications to the existing Agreement. The City Council discussed the modified agreement, rate proposal, Proposition 218 Public Hearing Notice, and consideration of a discounted residential solid waste disposal rate for low -income residents at the meetings of May 26, 2022, June 16, 2022 and June 30, 2022 and provided direction to Staff.

On June 30, 2022, City Council directed Staff to move forward with a public hearing under Proposition 218 with the proposed rate increases to solid waste services that PSDS presented on June 16, 2022. A public hearing notice was mailed to property owners and tenants of the properties receiving solid waste collection serv ices at least 45 days in advance of the scheduled public hearing on September 1, 2022. This public hearing is being conducted to receive public testimony and written protests . Following the public hearing, the City Council is requested to approve a resolution adopting the rate increases and approving the Amended and Restated Agreement with PSDS and approve a discount program for low-income residents.

RECOMMENDATIONS:
1) Open t
he Public Hearing to receive public comments on the proposed rate increases and the Amended and Restated Franchise Agreement; Item 2C - 1
City Council Staff Report
September 1, 2022 – Page 2
Franchise Agreement for Solid Waste Collection – Public Hearing 2) Close the Public Hearing after all public comments have been heard, and determine if written protests have been received from the owners/tenants of a majority of parcels which are subject to the solid waste service rate increases, and, if a majority protest is not received, discuss and approve the amount of the low - income discount program, and adopt a Resolution entitled, “A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA,

APPROVING AN AMENDED AND RESTATED FRANCHISE AGREEMENT WITH

PALM SPRINGS DISPOSAL SERVICES FOR SOLID WASTE COLLECTION SERVICES AND ADOPTING THE SOLID WASTE SERVICE RATES,” as amended with the value of the low-income discount.

STAFF ANALYSIS:

The C
ity provided a complete description of the annual and extraordinary rate adjustments that are being requested by PSDS in its staff report at the May 26, 2022, City Council meeting (Item 3E). As described in that report, the City hired a consultant, Sloan Vazquez MacAfee (SVM), to analyze the rates being proposed by PSDS; the rates were found to be justified as adjusted at the June 16, 2022 meeting. The final base rate for residential customers is $25.93 per month for solid waste collection services.

The proposed rate adjustments (Exhibit A of the Resolution in Attachment C) will take effect October 1, 2022, if approved. The proposed maximum rates for solid waste services shall be adjusted annually to account for inflation and increases in disposal fees.

Beginning July 1, 2023, and each July 1 thereafter, through and including July 1, 2026, the disposal component and service component may be adjusted based on inflationary/fee charges multiplied by the component’s assigned percentage weighting as specified in the franchise agreement, to calculate the rate change.

The City worked with PSDS and the City Attorney to issue a Notice of Public Hearing on July 11, 2022. This Notice is included as Attachment B . The City utilized two lists to identify recipients: the Riverside County list of official Record Owners for properties, and the list of tenants responsible for paying solid waste and recycling fees provided by PSDS.

There was a total of 29,139 recipients. The City rece ived two written protests and one letter of support prior to publication of this staff report.

The City and PSDS also received approximately 200 inquiries regarding the Notice.

These inquiries primarily focused on the impact on a specific account. Individuals typically understood the rationale for the increases.

Based on the responses received, Staff recommends that the City Council approve the resolution in Attachment C and authorize the new rates effective October 1, 2022.

Approval of the solid waste rates are necessary and reasonable to fund the administration, operation, maintenance, and improvements of the solid waste collection system, and is statutorily exempt from the requirements of CEQA pursuant to California Item 2C - 2
City Council Staff Report
September 1, 2022 – Page 3
Franchise Agreement for Solid Waste Collection – Public Hearing

Public Resources Code section 21080(b)(8) and State CEQA Guidelines section 15273(a).

ADOPTION SCHEDULE AND IMPLEMENTATION DATE:

The table below identifies the dates for the consideration of the Amended and Restated Agreement and solid waste rates, public hearing notice deadline, final adoption of the Amended and Restated Agreement and solid waste rates, and implementation of organic waste collection services:

Date Event Description
May 26, 2022 City Council
Meeting
Initial presentation of draft Franchise
Agreement & rate schedule
June 16, 2022 City Council
Meeting
City Council Discussion #2 – Franchise
Agreement & rate schedule finalized
June 30, 2022 City Council
Meeting
City Council Discussion #3 – Discussion of
discount program for low-income customers
July 11, 2022 Public Notice PSDS mailed Prop. 218 Notice to all customers
September 1,
2022
City Council
Public Hearing
City Council to consider approval of solid
waste rates and adoption of Amended and
Restated Franchise Agreement
October 1, 2022 Implementation
New rates and organic waste services take
effect for residential and commercial
customers

LOW-INCOME FINANCIAL ASSISTANCE PROGRAM:

At the meeting of June 16, 2022, the City Council requested that PSDS consider a discount program for low-income residents, and asked City Staff and PSDS to return with information on funding and operation of a discount program. A staff report was provided to the City Council at the June 30, 2022 meeting, detailing comparable utility discount programs; in addition, PSDS offered $25,000 in annual funding for th e program .

Following discussion of the various options for the discount program, the City Council directed Staff to finalize the specific details of the program for consideration at the September 1, 2022 public hearing.

Staff recommends the following relative to a discount program for low-income residents:

• Qualifications: Eligibility for the discount program will be limited to those customers whose total household income does not exceed 200% of the federal poverty guidelines, which is the same criterion for the CARE (California Alternate Rates for Energy) program offered by California utility providers.

Item 2C - 3
City Council Staff Report
September 1, 2022 – Page 4
Franchise Agreement for Solid Waste Collection – Public Hearing

• Application Submittal Requirements: Applications for the discount program will be submitted to the Office of Sustainability Staff for review. Proof of enrollment in the CARE program will be sufficient to qualify for the program; for those customers not enrolled in the CARE program, valid proof of total household income may be submitted as an alternative. Applicants will need to requalify each year in order to receive the discount.
• Application Approval and Disbursement of Funds: Once the Office of Sustainability has determined the eligibility of applicants, their information will be forwarded to PSDS. PSDS will then credit the applicant’s account for the discount amount on a monthly basis. Applications will be approved on a first-come, first-served basis until the $25,000 grant amount is exhausted for the calendar year. • Amount of Discount: As discussed at the June 30, 2022 City Council meeting, comparable utility discount programs typically offer between 10% and 30% discounts on services. Considering the fixed amount of funding for the program, Staff would recommend a discount of either 10% or 20% so as to assist the greatest number of customers possible with the $25,000 funding amount. The following table identifies the number of customers that could be served based on the amount of available funding.

Proposed
Discount
Base
Rate
Annual
Discount
# of Customers
Served
(Based on $25,000 in
annual funding)
30% $25.89 $93.24 268
20% $25.89 $62.16 402
10% $25.89 $31.08 804

The amount of the proposed discount as determined by the City Council will be adopted as a proposed amendment to the Resolution. The City may choose to augment the program funding at a later date, depending on the success of the program and community need.

The discount program is described in its entirety in the Agreement, which is included as Attachment A to this staff report. The discount program can be found in Section 8.1(E) of the Agreement.

PREVIOUS STAFF REPORTS – UPDATED FRANCHISE AGREEMENT:

This staff report is intended to provide updated information based on the Council discussion at the June 30 , 2022 City Council meeting and is not a complete analysis of the amended and restated franchise agreement and solid waste rates. Complete information on the proposed agreement and additional backup information is available in the May 26th, June 16th, and June 30th City Council staff reports, which are available at the links provided below:

Item 2C - 4
City Council Staff Report
September 1, 2022 – Page 5
Franchise Agreement for Solid Waste Collection – Public Hearing

May 26, 2022 Staff Report:
https://destinyhosted.com/palmsdocs/2022/CC/20220526_1373/3768_3E_-_OCR.pdf

June 16, 2022 Staff Report:
https://destinyhosted.com/palmsdocs/2022/CC/20220616_1377/3799_3A_OCR.pdf

June 30, 2022 Staff Report:
https://destinyhosted.com/palmsdocs/2022/CC/20220630_1380/3826_3B_OCR.pdf

ENVIRONMENTAL ASSESSMENT:

SB 1383 (Chapter 395, Statutes of 2016) follows Assembly Bills 341 and 1826 and builds upon previous regulations to reduce the disposal of organic waste in landfills. The goals of the regulations implementing SB 1383 Regulations are largely two-fold: the first goal is to directly reduce the emissions of short-lived climate pollutants and subsequently help mitigate the effects of cli mate change. Landfilling organic waste leads to anaerobic breakdown of that material which creates short -lived climate pollutants and potent greenhouse gases such as methane. Reducing methane and other similar short -lived climate emissions helps combat the impacts of climate change and air pollution.

The second goal of SB 1383 is to recover edible food from disposal to combat food insecurity in California. SB 1383 requires a 20% increase in the recovery of edible food that is currently landfilled, by 2025 statewide.

Approval of the modified Franchise Agreement is exempt from California Environmental Quality Act (CEQA) review because it does not constitute a project under CEQA pursuant to Guideline 15378(b)(5), which provides that organizational and administrative activities of governments that will not result in physical changes in the environment are not considered projects for CEQA purposes.

FISCAL ANALYSIS:

Currently, the City receives a portion of the waste fees which includes a diversion fee, a sustainability fee, a city administrative fee , and a state administrative fee. The diversion fee is designated to support recycling programs and staff while the sustainability fee is meant to support broader sustainability programs and staff ; these fees generate approximately $500,000 per year for the Sustainability fund. All City fees combined average approximately 11% of the solid waste service charges to customers and will bring in approximately $1.5 million per year to the City. The revenues from these fees are paid to the City quarterly. The updated Franchise Agreement also includes a one -time contracting fee reimbursement of $200,000.

There are no costs to the City related to these fee increases; customers will pay PSDS directly for services.

Item 2C - 5
City Council Staff Report
September 1, 2022 – Page 6
Franchise Agreement for Solid Waste Collection – Public Hearing

REVIEWED BY:

Deputy City Manager: Flinn Fagg
City Manager: Justin Clifton

ATTACHMENTS:

A. Resolution
B. Maximum Solid Waste Rates (Exhibit A to the Resolution) C. Amended and Restated Franchise Agreement for Solid Waste Collection Services Between the City of Palm Springs and Palm Springs Disposal Service (Exhibit B to the Resolution)
D. Proposition 218 Notice of Public Hearing Regarding Proposed Increases to Solid Waste Services Rates
Item 2C - 6

ATTACHMENT A
Resolution

Item 2C - 7

Resolution No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS , CALIFORNIA, APPROVING AN

AMENDED AND RESTATED FRANCHISE AGREEMENT

WITH PALM SPRINGS DISPOSAL SERVICES FOR SOLID

WASTE COLLECTION SERVICES AND ADOPTING THE
SOLID WASTE SERVICE RATES.

WHEREAS, Palm Springs Disposal Services (“PSDS”) provides solid waste services to residential, commercial, and industrial customers within the City of Palm Springs (“City”) pursuant to an exclusive franchise agreement (“Agreement”) dated July 3, 2013 and
WHEREAS, PSDS is required to provide such solid waste services (“Services”) as set forth in the Agreement; and
WHEREAS, since the approval of the Agreement, California law changed to now require the City to implement additional solid waste diversion programs; and WHEREAS, PSDS will continue to provide Services that comply with regulations to implement SB 1383 (Chapter 395, Statutes of 2016) (“SB 1383 Regulations”), to the City; and
WHEREAS, the City desires to approve an amended and restated Agreement with PSDS that includes organic waste collection services and updated rates for Services ; and, and
WHEREAS, the rate structure for solid waste , recycling, and organics (including green waste and food waste) collection is based on the container size, type, of materials accepted in the containers, and frequency of collection; and WHEREAS, the City has determined that it is necessary to impose new, increased or modified rates for its solid waste service charges (collectively herein, the “Charges”); and
WHEREAS, the amount of the Charges will not exceed the proportional cost of the service attributable to each parcel upon which they are proposed for imposition; and WHEREAS, the Charges will not be imposed on a parcel unless the services are actually used by, or immediately available to, the owner or tenant of the parcel; and WHEREAS, California Constitution article XIII D, section 6 (“Article XIII D”) requires that prior to imposing any increase to the Charges , the City shall provide written notice (the “Notice”) by mail of: (1) the proposed increases to such Charges to the record owner of each parcel upon which the Charges are proposed for imposition and any tenant directly liable for payment of the Charges; (2) the amount of the Charges proposed to be imposed on each parcel; (3) the basis upon which the Charges were calculated; (4) the Item 2C - 8

Resolution No. ____

reason for the C harges; and (5) the date, time, and location of a public hearing (the “Hearing”) on the proposed Charges; and
WHEREAS, pursuant to Article XIII D such Notice is required to be provided to the affected property owners and any tenant directly liable for the payment of the C harges not less than 45 days prior to the Hearing on the proposed Charges; and WHEREAS, the City mailed the Notice in accordance with Article XIII D; and WHEREAS, the Hearing was held on this day, September 1, 2022; and WHEREAS, at the Hearing the City Council heard and considered all oral testimony, written materials, and written protests concerning the establishment and imposition of the proposed Charges , and at the close of the Hearing the City did not receive written protests against the establishment and imposition of the proposed rate increases for the Charges from a majority of the affected property owners upon which the Charges are proposed for imposition or any tenants directly liable for the payment of the Charges; and
WHEREAS, the City Council now desires to establish and impose the proposed Charges.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the foregoing Recitals are true and correct and are incorporated herein by this reference.

SECTION 2. City Council hereby approves the Charges , effective October 1, 2022, for solid waste service at the maximum rates as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

SECTION 3. To the extent any Charges established by this Resolution are inconsistent with any Charges previously adopted by the City Council, it is the explicit intention of the City Council that the Charges adopted pursuant to this Resolution shall prevail.

SECTION 4. The City Council hereby approves the Amended and Restated Franchise Agreement for Solid Waste Collection Services, attached hereto as Exhibit B and incorporated herein by this reference.

SECTION 5. For the fiscal year beginning July 1, 2023, and annually thereafter on July 1 through and including July 1, 2026, the maximum rates provided in Exhibit A shall be automatically adjusted to account for inflation and increases in disposal fees. The disposal component and service component may be adjusted based on inflationary/fee changes described herein multiplied by the component’s assigned percentage weighting as specified in the Amended and Restated Franchise Agreement for Solid Waste Collection Services , to calculate the rate change. The change to the disposal fee (or Item 2C - 9

Resolution No. ____

material fee) component shall be the change in tip fees charged by the solid waste facilities that receive and process waste generated in the City. The change to the service component shall be based upon the annual percentage change in the previous calendar year (January to January) in the Consumer Price Index (CPI), All Urban Consumers for the Riverside- San Bernardino- Ontario, CA Metropolitan Area, as determined by the United States Department of Labor Bureau of Labor Statistics.

SECTION 6. The City Council hereby approves a low -income discount of ___% for individuals eligible for the low -income discount program established in the Amended and Restated Franchise Agreement for Solid Waste Col lection Services. The discount shall not be funded by solid waste customers, and will be administered on a first -come, first-served basis, with available funding that has been allocated for the program.

SECTION 7. This Resolution is not subject to the requirements of California Environmental Quality Act (“CEQA”). This Resolution is not a “project” within the meaning of Section 15378 of Title 14 of the California Code of Regulations (“State CEQA Guidelines”) because it has no potential for resulting in direct or indirect physical change in the environment. The approval of the franchise agreement is exempt from CEQA review because it does not constitute a project under CEQA pursuant to Section 15378(b)(5) of the State CEQA Guidelines, which provides that organizational and administrative activities of governments that will not result in physical changes in the environment are not considered projects for CEQA purposes. This Resolution is further not a “project” within the meaning of Section 15378(b)(4) of the State CEQA Guidelines because it involves the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. The documents and materials that constitute the record of proceedings on which these findings have been based are located at 3200 E Tahquitz Canyon Way , Palm Springs , CA 92 262. The custodian for these records is the City Clerk of the City.

SECTION 8. If any section, subsection, subdivision, sentence, clause, or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof.

The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivi sions, sentences, clauses, or phrases be declared unconstitutional, invalid, or ineffective.

SECTION 9. This Resolution shall take effect immediately upon adoption.

SECTION 10.The City Clerk shall attest and certify to the passage and adoption thereof.

PASSED, APPROVED, ADOPTED BY THE PALM SPRINGS CITY COUNCIL THIS 1
st DAY OF SEPTEMBER, 2022.

Item 2C - 10

Resolution No. ____

________________________________

JUSTIN CLIFTON

CITY MANAGER

ATTEST:

MONIQUE M. LOMELI, CMC

INTERIM CITY CLERK
Item 2C - 11

Resolution No. ____

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, MONIQUE M. LOMELI, Interim City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

_______________________________
MONIQUE M. LOMELI, CMC

INTERIM CITY CLERK

Item 2C - 12

Resolution No. ____

Exhibit A
Maximum Solid Waste Rates
[insert Exhibit A]

Item 2C - 13

Resolution No. ____

Exhibit B
Amended and Restated Franchise Agreement for Solid Waste Collection Services [insert Exhibit B]

Item 2C - 14

ATTACHMENT B
Maximum Service Rates

Item 2C - 15
Maximum Service Rates Page 1

MAXIMUM SERVICE RATES

Item 2C - 16
Palm Springs Exhibit 1 Effective Date 10/1122
Monthly rate unless otherwise noted Proposed Schedule of Maximum Rates - Otlcripflon 1--.. 1 RaleE/redn I""""""'-flfnzt11 mn2'11 Eff. f#rf/12 SotYi<tONc,ipaon I R•II E- 111a1o Ellocm I P,.,,...., R.., f/ft2z!') 7/f/22111 Eff. 11Y'f/22
RESIDENTIAL SERVICES"' BE&ll2EHi l6L 5EfllC.E& ,1:10110111~ CART SER'IICES Cuslomlzod S.rvlCOI • Addl!lonal cart olckuo. one llmt onlv Basic Curbside Servlce:"X~ (Fol an &,t,a pidt-vp lrom any cart••• non<t he<!J.ied oo!'6etion day.) Econ!l!!!)'. Service l!!!1!l!l umamed 'Basic CurbsidB Sffl'ice' ell. 10/1122! Curbside Service (formerlx Econom:w: & Famll;t Value} each cart Individual Blincf~ s 25.89 s 19.79 s 25.93 lndivitiJal 8il ng s 1.05 s 0.69 s 25.00 Master Billingm s 26.14 s 19.70 s 25.65 Master Billing s 1.05 s 0.69 s 25.00 F1mll~ Value S.Nlce lll!!!!)g_renamlJd 'Bllslc Cutbsldl! SeN/ce' elf. 10/1122! Wilk-In Service, Nth cart lndivldua Blioo s 35.60 s 24.34 s 25.93 Individual Bil ng s 1.05 s 0.69 s 25.00 Master Billing s 36.19 s 24.31 s 25.65 Master Billing s 1.05 s 0.69 s 25.00 CUSTOMIZED SER'IICES~' (Ea. customized !Mice ar/del/ fO cost of Basic C<Kbsida Svc) !il!l!Qml!ld ~ llil • 2:i:ll!IIQQ !ii!! Cualomla d S1rvlce • Walk-In S.rvlce lndl-.ldual Bllnq s 1.05 s 0.69 Ho1illt ft1 lndivldua Blioo s 29.26 s 25.03 s 7.76 Master Billioo s 1.05 s 0.69 Hoaill tMa Master Billing s 29.35 s 24.90 s 7.76 ~Y§tgm!gd k rvlg · 2nd W11kl~ 121, k-ug kYll2mlHsl ilEm · ~lllll kal0 s ao.66 s 64.99 s 60.66 lodiYiMI Qjl rp s 1.05 s 0.69 s 25.00 Cuatom~td Service. Extra Dl111nce Charge Master Blllloo s 1.05 s 0.69 s 25.00 Ea. 50•ft Increment beiond SO.ft s 6.01 s 5.93 s 8.60 Cuatomlnd S.rvlce • Uncontalned W111e /N<w'I"' Cu11om~ed S.rvlce. Vacation Rental Property (VRP) Service (NEW)'~ Basic Curbside Service n/a nla s 5.00 Required for permitted VRPs nla nla s 27.00 Walk-In Service nla nla s 6.80 Cualom~td Service. Addlllonal Carts Cuslomlnd S.rvlce • Manual Collectlon1" 1 NOie: Effective 10/1122 add'/ recycling carts wiN no longer be,,.,,_ Manual Colltctlon Econo!!Y {Basic Curbside) Service B11tc Curbside (Economy & Family Value) Service Add'I Cart each can lndi-.ldual Billing s 28.90 s 22.79 s 4.72 lngivjgy3I B,ljng s 9.03 s 6.15 s 8.63 Mager Billing s 29.11 s 22.64 s 4.72 Master BIiiing s 8.99 s 6.11 s 8.63 Manual Collection Family Value (Basic Curbaldtl S.rvlce Add'I Recycling Can lndi-.ldual Billng s 39.22 s 27.90 s 4.72 E!!:!I A!!d!!!Qnal !ii!! Free Free s 8.63 Mas1er Billing s 39.77 s 27.83 s 4.72 Each Add'I Cart • Curbllde s 2.69 s 2.66 s 8.63 Manual Collec11on Walk-In S.rvlct Wilk-In S.rvlce Additional Cart, each cart lndi-.ldual Bllnq s 33.25 s 28.99 s 13.06 Individual Sling s 14.54 s 12.49 s 11.46 Master Billing s 33.30 s 28.84 s 13.06 Master Billing s 14.41 s 12.38 s 11.46 M1n1i11I ,21~ 120 (ll!ll §:t:D:121 Add'I Recycling Cart lndi-.ldual Bilno s 90.76 s 74.97 s 74.81 Flrsl 4dd1Honal Cart Fr .. Free s 8.63
Each Add'I Can • Walk~n s 6.01 s 5.93 S 8 .63
Maximum Service Rates Page 2

Item 2C - 17Palm Springs Exhibit 1 Effective Date 10/1122 Monthly rate unless olheiwise noted Proposed Schedule of Maximum Rates .!erYict llnctipfion I Ritt EWtcflvt I Ritt E,,,d.. I Proj,o<od Ila 111121'" 111111'" Ell. 1ffl2 Service /JQaiplion I R,11 Ellcfvt I Rall Efflclivt I Pmpoud Ritt ,nm1'1 rnm111 Eff. IIYl/22
RESIDENTIAL SERVICES, continued BESIDEHIIAL m~1m, ,2odou1d Customlltd Servlct • Manual Collection Additional Cans MISCELLANEOUS CHARGES Curbside Service, taeh cwt, - kli pickup Chan•• Service Ch,rae s 21.00 s 25.DO S 25.00 lndividu!I Biing s 10.07 s 7.07 s 8.63 Reolace Cart Charot s 67.42 S 66.78 S 69.84 Masler 81lllng s 1000 s 6.98 s 8.63 Returned Check/Failed Eltctronlc Pavm1nt Walk-In Strvlce, each ca!!, w11kli pickup Eachtvent s 31.DO S 35.DO S 35.00 lndlvlduil Bling s 15.37 s 14.26 s 8.63 Past Due Charoe Masler 8illing s 15.22 s 14.09 s 8.63 ~ or more past due (pet mo.) 1.50% 1.50% 1.50% Customlltd Services • Manual Colltctlon Extra Cart Ont Time Pickup Oelln•u1nt Account Charot (Fer an el1!a p,x-upf,om any earl on• OOll-$/Jhedu'edcor/ection day./ ~ to delinquent amM I 20% 20ll 20% Curbside Service jfonntn~ Economi & Famlli Valuel, each cart COMMERCIAL SERVICEsl"1 lndivldu!I Bling s 1.58 S 0.88 s 25.00 Commercial Cart Service Master Billing s 1.58 s 0.88 s 25.00 Value Service
Manual Collection Walk-In Service, taeh cart Each cart eadl pick-up day s 3E.13 s 29.79 s 32.46 lndividuil Bling s 1.92 s 1.66 s 25.00 MIi cart 008 tine Jick up s 1.27 s 3.71 s 4.04 Master Billing s 1.91 s 1.67 s 25.00 Sllndard IY!'.alk•lnl Service Customlltd Services • G11tn Waste Strvlces"'1 Each cart eadl pick-up day s 7Wi s 65.23 s 71.09 Ont-Time Subscription Charge s 14.15 Oiscootinued Oscontir!led MIi cart 008 time pick up s 178 s 7.67 s 8.34 Curbside Service Commercial Can Service
Cart & Maooal Ser.ice Free Free Free Value Service
Walk~n G.-.en Waste Cwt & Manual Walk-In Service 4 cans eacil Jick-op day s 3E13 s 29.79 S 32.46 Cart & Maooal Ser.ice s 6.01 s S.95 Free Addi can one time pick up s rn s 3.71 S 4.04 BULKY ITEM COLLECTION Sl.lndard IY!'.alk•lnl Service
First 2 ltems1131 Fret Free Free 4 cans each Jick-op day s 7(.05 s 65.23 s 71.09 Addltlona1 Items, each s 7.53 s 7.47 s 25.00 MIi can one time pick 141 s ms 7.67 S 8.34 Appllanc• Custom Stl'tice • 2nd Weeki• Colltctlon
If 000 ol fret Bulky llems Fret Free Free Sllndard IWalk•lnl Service As an Mltional Item s 6706 s 66.42 s 69.50 Added ctoarge per cart 2nd pick-141 s 7C13 S 65.30 S 7 1.17 SPECIAL HAUL SERVICE Custom StMCI • 95 Gallon Cart
Each 15 rrlnute lnc11ment s 16.41 s 16.27 s 25.00 Value 95 Service Each95-gablcan s 5,.45 s 44.03 s 48.01
MIi cart on&-time pick-op s 7.62 s 5.41 s 5.89
Maximum Service Rates Page 3

Item 2C - 18
Palm Springs Exhibit 1
Proposed Schedull' of Maximum Rates
Effective Date 10/1122
Monthly rate unless otherwise noted
s.mc. Oncrlptlon I RIii - .. 1 Rift Ellld'9 I Propoaed Rllt flfl12"1 711112111 EW. fffl Z Scnict OuaipCion I R111 - 1 Rall Elliem I P,q,ostd Rn 1/111211' 711/2291 ffl. l!Vf/22
COMMERCIAL SERVICES, condnued COMMERCIAL SERVICES, condnued Custom Service • 95 Gallon Cart, c:4ntlnued 3 CYBln S.rvlee continued Walk-In 95 Service SalurdaxJhollday se,vlce
Each 95.gi lon can s 103.64 s 96.46 s 105.14 Each bil s 131.30 S 121.20 S 132.10 Addi cart one-time J)ick-4.1> s 13.03 s 11.36 s 12.39 3 CY Recvcllna Bin Service Commercial Cart Recycling First bin wilh one weekly lick-up Free Free s 104.84 First cart with one weekly pick-up Each addl bin or woe!(ly pick-up s 55.37 s 54.84 s 84.17 Value Servioe Free Free $ 10.82 Contal1'inated reti!,ling bin s 100.22 s 00.42 s 98.55 Walk-lnSerlice s 23.69 4 CY Bin Service
Adil! cart or add'I weekly pick-up Flmt weekly pickup s 271.96 s 218.56 S 238.21 Value Servioe s 2.83 $ 2.80 $ 3.06 Each ad(itional pickup $ 228.13 $ 175.16 s 190.91 Walk-In Serlice s 6.34 S 6.26 $ 6.84 Next day Sffiioe:

Commercial Bin Service First bin s 113.67 s 100.79 s 109.83 2 CY Bin Service Each adiitional tin s 55.84 S 43.50 S 47,40 Flmt weekly pickup s 155.11 s 128.24 $ 139.78 Prlori!Y same day se,vloe:

Each atitiooal pickup s 129.59 s 102.96 S 112.23 Each bin s 144.73 $ 131.55 S 143.36 Next day s«Vice: ~ turdaxJholiday se,vice
First bin s 85.50 $ 78.78 $ 85.56 Each bin $ 144.73 S 131.55 S 143.36 Each adiitiooal bin s 31.00 $ 24.79 $ 27.02 Temoorani Bin Renlal Service Priori!Y same day se,vioe: 3-CY 7-d,!Y Clean-Up Bil s 208.69 S 159.54 S 180.33 Each bin s 116.58 S 109.56 S 119.41 Monttlv Rental s 562.63 s 352.90 S 502.19 Sal!Jrday/hollday servi'.:e Each extra pick-up s 175.56 S 126.72 s 173.88 Each bin s 116.58 s 109.56 S 119.41 Mixed C&D Oellris DiVllr1ed 3 CY Bin Servloe 3 CY 7-day Construction Bil s 165.10 S 122.19 s 173.88 Fi/SI weelily pickup s 215.92 s 175.75 $ 191.57 Each extra ~ck-q> s 165.10 S 122.19 s 173.88 Each atitiooal pickup s 182.87 s 143.04 S 155.92 Wkly rental (no activi!:i f0t 7 daysj n/a n/a $ 98.88 Next day s«Vioe: Statlona-v Compactor Service
Fimtbin s 100.22 $ 90.42 $ 98.55 2 QY !;2!!111!,!or (per ~ s 139.61 s 120.36 S 131.17 Each atitiooal bin s 44.82 $ 35.55 $ 38.74 3 CY Com~ or (per~ s 157.87 s 129.99 S 141.67 Priori!Y same day se(Vioe: 4 CY Coiro;ictor (per !ickwl s 176.39 s 139.75 S 152.31 Each bin s 131.30 S 121.20 S 132.10
Maximum Service Rates Page 4

Item 2C - 19
Palm Springs Exhib it 1
Proposed Schedule of Maximum Rates
- Onc,ipflon
I R ... ffftdvt I R ... flftd" I "'-od l1Mt
1nn2111 111.nZ'J' Eff. tlYf/11 s.mc.Oesafp6on
Effective Date 10/1122
Monthly rate unless otherwise noted
I R,11 E"""" I 11,11 Eflic:m I P"'l)Olod R,,.
1/1/2.t'> 7/1/2iJI f,r, ft,/22
COMMERCIAL SERVICES conUnuod COMMERCIAL SERVICES condnuod Miscellaneous Charges Source S1iu.rat1d Green Waste continued Bimi1ro ! rig· •o~itil ain1 s 47.76 $ 47.29 $ 49.41 ~
Bin Rolocallon CharQ!!: First bin s 199.03 s 123.40 s 209.33 FrstBin s 45.59 $ 45.17 $ 47.17 Each ad<itiORII bin s 199.03 s 123.40 s 209.33 Each Addilional Bin s 15.60 $ 15.44 $ 16.14 ~
Roll-Out Ch••• s 75.90 s 75.19 s 78.53 First bin s 278.56 s 165.32 s 292.43 Curb Charge s 75.90 s 75.19 S 78.53 Each additional lin s 278.56 s 165.32 S 292.43 ~l!!,IIIIH!I Egul~mtnl !,harat s 133.58 s 132.30 s 138.19 annabl• Was,. "-'••-nta••• c ..

Locking Bin Cha!llts: Will call s 30.71 s 30.42 s 33.16 First bin pick-op s 116.67 s 85.84 s 89.66 Monltly charge for weekly oolectioos s 133.06 s 131.80 s 143.65 Each ad<illonal bin s 41.82 s 41.42 s 43.27 Sourto Sooar1tod Food Wa1t1 Contractor2ovld1d lod: cha[QI s 29.09 s 28.82 s 30.10 32-0allon Cart c•tan OutJlde e1n Encfosure s 38.06 s 37.70 S 39.38 First ca1 s 70.36 s 68.04 s 74.16 Cltan & W11h Bin Chara, Each additional ca1 s 40.24 s 38.20 s 41.64 First bin s 116.67 s 85.84 s 89.66 6S-Gallon Cart
Each ad<ilional bin s 37.17 s 36.81 s 38.45 First ca1 s 102.44 s 98.12 s 106.94 Bin Enclo1ur1 Cltanlna Each additional ca1 s 72.32 s 68.28 s 74.42 Basic service per sq. ft. s 3.27 s 3.22 s 3.37 2 CY Bin Power wash service p,w sq. ft. s 6.51 s 6.46 s 6.74 First bin s 467.21 s 443.34 s 483.21 Cart Related F, .. Each additional lin s 467.21 s 443.34 s 483.21 Extra Distance Charge s 6.34 s 6.26 s 6.55 C!.-. •• - ... e ........ _ .... .,. Mlxatl n.-· nl,. w ..... ...

Carobcaro Box Charge s 6.46 s 6.39 s 6.68 32-0allon Cart Comprehensive Inspections per hr. n/a n/a ~ l:J<S.1S Firstca1 s 55.37 s 54.00 s 58.85 Ora1nlc Wlfl! Dlvt!IIOQ Serylc•; Each a(l(itional ca1 s 25.25 s 24.16 s 26.33 Source S1D.1rated Gr11n Waste 65,Gallon Cart
32§allon cart First ca1 s 72.01 s 69.60 s 75.85
First c.w1 s 24.22 s 23.96 s 26.10 Each additional can s 41.69 s 39.76 s 43.33 Each ad<itional ca1 s 10.03 s 9.90 s 10.78 2 CY Bin
§S§allon cart First bin s 346.07 s m.11 s 359.42
First c.w1 s 41.10 s 40.61 s 44.27 Each additional bin s 346.07 s 329.77 s 359.42 Each ad<itional ca1 s 10.98 s 10.77 ~ 11.74
Maximum Service Rates Page 5

Item 2C - 20
Palm Springs Exhibit 1
Proposed Schedule of M aximum Rates
Effective Date 10/1122
Monthly rate unless otherwise noted
-Dnmpfion 1- -.. 1- E/Jec~.. I Proposed -f/fn2111 7M21' 1 Eft. 1lrf/12 S.Vice ONc,jlfioo I R•f88'19c1iw I Raor.Effecffl IP,opoMdRE 1/f/2.Z11> 7/f/22tJI Eft. 11Y1/22
COMMERCIAL SERVICES condnued ROtL-OFF SERVICE§. continued OTHER MISCELLANEOUS CHARGES Ml.sc&llaneous Debris Box Charnes continued Retumed Check/Falled Electronic Pa:iment Direct haul to landfill:

Each event s 35.00 s 35.00 S 35.00 Waste ~ ted ~ Citi facilities Past Out Cha!Qe N I Charges s 864.20 s 855.97 s 935.41
90-days or more past due (per mo.) 1.50% 1.50% 1.50% T onnage-bas,d lees (per ton} s 77.58 s 76.20 Market Rate Dellnguent Account Chargt Waste ~ ted ~ revenue customers Applied to deln:µ3nt amount 20% 20% 20% N I Charges s 969.56 s 960.31 s 1,049.44 ROLL-OFF SERVICES"" Tonnage-bas,d Fees (per ton} s 77.58 s 76.21 Market Rate Debris Box OISQ:Oled Waste Comoactor Olsoosed Waste
DeMs bo!!, 10 20 30 & 40 CY CornQactor 10 15 20 30&40CY Pull Charge s 236.14 s 233.88 s 375.00 N I Charge s 583.75 s 578.21 s 595.00 Toonage•based Fees~ too} s 77..58 s 76.20 Market Rate Tonnage-based Fees {Q!! ton} s 77.58 s 76.20 Market Rate Dllily Ren""Olarge s 33.74 s 33.42 s 53.57 Comoactor Diverted Wastt Debris Box Diverted Waste CornQactor 10 15 20 30&40CY
DeMs box, 10, 20, 30 & 40 CY N I Charge s 179.48 s 177..77 s 595.00 Pull Char9!! {to EHTS !ml s 210.48 s 208.47 s 375.00 Tonnage-based Fees {Q!! ton} s 77.58 s 76.20 Market Rate Toonag&-based Fees {Q!! too} Market Rate Market Rate Market Rate Ml.sc&llaneous Com ... -"or Charnes:

Dllily Ren""Ola<ge s 30.07 s 29.79 s 53.57 Return TrlQ: Chargt s 47.86 s 47.41 s 50.20 Diversion bO!!, 10 20 30 & 40 CY Tum-around Charge s 93.59 s 92.69 s 98.16 Pull Charge {lo Thousand Palms} s 210.48 s 208.47 s 450.00 Relocate Cha!9e s 47.86 s 47.41 s 50.20 Toonage•based Fees~ too} Market Rate Market Rate Market Rate Redlllvt ry Cha!Qe s 122.54 s 121.36 s 128.52 Doily Ren,.. Olarge s 30.07 s 29.79 s 64.29 Monthl~ mal ntenanct servlct s 108.80 s 107.76 s 114.11 Mlse&llaneous Otbris Box Charges: SD:eclallud EgulQ:ment Chargt s 140.22 s 138.89 s 147.07 Return Trig: Charge s 47.86 s 47.41 s 50.20 Unscheduled Service TriQ: s 154.43 s 152.96 s 161.97 Relocatt Charge s 47.86 s 47.41 s 50.20 Saturda~/Holi~ Service: Add'I E!!:r bo S 76.09 s 75.38 s 79.81 Redeliveci Charge s 122.54 s 121.36 s 128.52 Clean Utter In/around com~ tor s 114.20 s 113.11 s 119.78 S~ allted EgulD:ment Chargt s 140.22 s 13889 s 147.07 Clean & Wash Charm s 91.01 s 90.15 s 95.46 S1Nlc1Trlp s 154.43 s 15296 s 161.97 End osure Cleaning Clean & Wnh CharQ! s 91.01 s 90.15 s 95.46 Basic setVice per sq. ft. s 3.16 s 3.14 s 3.32 Off-Loading Cha!Qe s 114.20 s 113.11 s 119.78 Power wash servi::e pet sq. ft. s 6.50 s 6.43 s 6.81 Hard to handlt material fQ:tr ton) s 153.10 s 12873 Market Rate OfJ.Loadilg Chacge s 114.20 s 113.11 s 119.78 Satunt~/Holldaj Service: Add'l l!!r bo. S 76.09 s 75.38 s 79.81 Maximum Service Rates Page 6

Item 2C - 21
Palm Springs Exh ibit 1 Effect ive Dau, 10/1/22
Month ly rate unless otherwise noted Proposed Schedul e of M aximum Rates I- - 1--.. I,,,_., --- 1nm " ' 1M 2"' Eff. IOll/12
ROU.-OfF SERVICES, contiftued

OTHER IIISCELLAIEOUS CHARGES
Returned Checl</Falled Electronic Pa- nt
Eachevera s 35.00 s
Pat.Due Ch-•
90-days Of mere past due (pet mo.) 1.SO'JI.

Oe&ouem Account Charae
AA'.)lied to delOJl?flt amount 20%

FOOTNOTES
(1) The rares effedive 111/22 include'.

35.00 s 35.00

1.50'JI, 1.50%
20% 20%
(a) a temporary ex1ra0rtlinary rate adjustment for t.llusoal recycling C0SIS appicable fc< lhe periocl 1/1122 1Mlu!1i 6/3Q,22 : and.
{b) a delayed 2021 anrlJal rate adjustment <Xlllecled over 6<1l0t\lhs inslead of lhe usual 12- monlls.
(2) The rares effedive 711/22 remove.., extraoroilary rare adjUSlfflenl and reset lhe 2021 anrual rate a-.iSIJnlW toil's normal level
(3) EffedM! 10/1122 ll'e rares for residemal serw:es inwde .., new Statt>maooated 3<an sysiem lhat adds aganic waste carts ., existing rash & reC)dng carts (c.att sizes selected by cuSIOf'l'8 based l.4)0n voh.me geM:rated at no adtitional Jee)+ (4) EffedM! 10/1122 ll'e ......,;ce c.at,gories cl Ea,nomy Ser,ice & Fanily Value Service .;a be disconirued. The reN designation will be called 'Basa: Cll'bside Service'. (5) The rare lot Basic CLrbside Service wil apply to al residenal pramises receM,g irdvidual colledicn
{6) inci\lidual Billing' means each servat adttess receives its own billing statement ln(i.,;dually Billed accxu\ts are biled quart« ly.
{7) "Mast« Billqf means a singe billing statemEr'll issued to the designated representative of a !J'OUP of service ooctesses. All s«vice addresses in a Master Billed accoll"lt must soosatie to idertical senrices. l.laSlef Billed acauts are baed monthly. {8) Custom service rates are an incremenlal rate added lO the rate for Basic Cl.l'bside Sefvice.

Example • Walk-In S6'>'ice, lrdividual Bilflng:

Basic Ct.rl>side Service 25.93
ADD l0tWallc-ln SeNice S 7.76
TOlal rate l0tWal<-ln Service S 33.69
(9) Vacatia, Rental Propeny Senoce is lhe ,_ m"rillllm service r~remenl for all pennitted vacatioo rental properties for the entire period that the pemit is in effect. Home shace properties exempted t an this seNice~
(10) Pri0< anangemn ~ red. Unoonlained trash mus, be bagged. n01 ex---.g 50 bs.

Ra:e applies 10 each bag. eadh ~ day.

FOOTNOTES. condnued
(1 t) Maooal Cdleaion reqtired fer properties 1h31 camo1 be S8Mced by a '"!JD route 11\Jdt rue to physical CXXl!straints sudl as obstructions. namw roadways, eJO:eSSive bacl:itQ disaance o, ncncotWentiCllal pavement (12) G<een waste subsct.,iion fee disco<tinued. Service 10 be replaced by organic seriice ellecfve 10/1Q2. Existing cuslOffletS llal paid a su~ion fee ace eligible to api:fY fa a refln:t aft« 10{1/22..
(13) Efledive 10/1122. Bley Item lirril inaeased from 2 ilems per year to 2 iterms per mooth.
(14) Ccimmetdal SeNices billed mottllly.
(15) Payment required al j me of service: aocour< arran!J1l"'IS avaiallle.

ATTACHMENT C
Amended and Restated
Franchise Agreement

Item 2C - 22

AMENDED AND RESTATED

FRANCHISE AGREEMENT FOR SOLID WASTE COLLECTION SERVICES

Between the City of Palm Springs

and

Palm Springs Disposal Service

This _____ day of Month, 20__

Item 2C - 23

Contents
RECITALS 1
ARTICLE 1: DEFINITIONS 2

1.1 AFFILIATE 2

1.2 AGREEMENT 2

1.3 ALTERNATIVE DAILY COVER OR ADC 2

1.4 ALTERNATIVE INTERMEDIATE COVER OR AIC 3

1.5 APPLICABLE LAW 3

1.6 APPROVED FACILITY 3

1.7 ASSEMBLY BILL 341 (AB 341) 3

1.8 ASSEMBLY BILL 939 (AB 939) (ACT) 3

1.9 ASSEMBLY BILL 1826 (AB 1826) 3

1.10 BACK-HAUL 3

1.11 BIN 3

1.12 BLUE CONTAINER OR RECYCLABLE MATERIALS CONTAINER 4

1.13 BROWN CONTAINER 4

1.14 BULKY ITEMS OR BULKY WASTE 4

1.15 BULKY ITEM COLLECTION SERVICE 4

1.16 BUSINESS DAYS 4

1.17 CALIFORNIA CODE OF REGULATIONS (CCR) 4

1.18 CALRECYCLE 4

1.19 CART 4

1.20 CHANGE IN LAW 5

1.21 CITY 5

1.22 CITY CLEAN-UP SERVICE 5

1.23 CITY CODE 5

1.24 CITY CONTAINER SERVICE 5

1.25 CITY SERVICE UNIT 5

1.26 CITY WASTE 5

1.27 COLLECT, COLLECTED, COLLECTION 6

1.28 COLLECTION SERVICES 6

1.29 COMMENCEMENT DATE 6

1.30 COMMERCIAL EDIBLE FOOD GENERATORS 6

1.31 COMMERCIAL SERVICE 6

1.32 COMMERCIAL BUSINESS, COMMERCIAL 6

1.33 COMMERCIAL EDIBLE FOOD GENERATORS 6

1.34 COMMUNITY COMPOSTING 6

1.35 COMPACTOR, COMPACTION 7

1.36 COMPOST, COMPOSTING 7

1.37 COMPOSTABLE PLASTICS 7

1.38 CONSTRUCTION AND DEMOLITION DEBRIS OR C&D OR C&D DEBRIS 7

1.39 CONTAINERS 7

1.40 CONTAMINATION OR CONTAMINANTS 7

1.41 CONTRACTOR 7

1.42 CONTRACT ADMINISTRATOR 7

1.43 CONTRACTOR COMPENSATION 8
Item 2C - 24

1.44 COVERED ELECTRONIC WASTE OR CEW 8

1.45 CUSTOMER(S) 8

1.46 DAY 8

1.47 DESIGNATED FACILITY 8

1.48 DISCARDED MATERIALS 8

1.49 DISPOSAL 9

1.50 DIVERT, DIVERSION 9

1.51 DROP BOX 9

1.52 DUAL STREAM (OR DUAL-STREAM) 9

1.53 DWELLING UNIT 9

1.54 EDIBLE FOOD 9

1.55 EFFECTIVE DATE 9

1.56 ELECTRONIC WASTE, E-WASTE 9

1.57 ENFORCEMENT ACTION 9

1.58 ENFORCEMENT ACTION 10

1.59 ENVIRONMENTAL LAWS 10

1.60 EXCLUDED WASTE 10

1.61 FACILITY(IES) 10

1.62 FOOD RECOVERY 10

1.63 FOOD RECOVERY ORGANIZATION 11

1.64 FOOD RECOVERY SERVICE 11

1.65 FOOD-SOILED PAPER 11

1.66 FOOD WASTE 11

1.67 FRANCHISE 11

1.68 GENERATOR 11

1.69 GRAY CONTAINER 11

1.70 GRAY CONTAINER WASTE 11

1.71 GREEN CONTAINER 12

1.72 GROSS BILLINGS 12

1.73 HAULER ROUTE 12

1.74 HAZARDOUS SUBSTANCE 12

1.75 HAZARDOUS WASTE 12

1.76 HIGH DIVERSION ORGANIC WASTE PROCESSING FACILITY 12

1.77 HOLIDAYS 13

1.78 HOME GENERATED SHARPS 13

1.79 HOUSEHOLD BATTERIES 13

1.80 HOUSEHOLD HAZARDOUS WASTE OR HHW 13

1.81 INCOMPATIBLE MATERIALS 13

1.82 INERTS 13

1.83 LANDFILL 13

1.84 LARGE EVENT 13

1.85 LARGE VENUE 14

1.86 LIQUIDATED DAMAGES 14

1.87 MASTER BILLED COMMUNITY 14

1.88 MATERIALS RECOVERY FACILITY OR MRF 14

1.89 MIXED WASTE 14

1.90 MIXED WASTE ORGANIC COLLECTION STREAM 14

1.91 MULCH 14

1.92 MIXED WASTE ORGANIC WASTE COLLECTION STREAM 15
Item 2C - 25

1.93 MULTI-FAMILY, MULTI-FAMILY DWELLING, MFD, OR MULTI-FAMILY SERVICE UNIT 15

1.94 NON-COMPOSTABLE PAPER 15

1.95 NON-COLLECTION NOTICE 15

1.96 NON-ORGANIC RECYCLABLES 15

1.97 ORGANIC WASTE OR ORGANIC MATERIALS 15

1.98 PAPER PRODUCTS 16

1.99 PARENT COMPANY 16

1.100 PARTY, PARTIES 16

1.101 PERSON 16

1.102 PREMISES 16

1.103 PRINTING AND WRITING PAPERS 16

1.104 PROCESS, PROCESSED, OR PROCESSING 16

1.105 PROHIBITED CONTAINER CONTAMINANTS 16

1.106 PROPERTY OWNER 17

1.107 PUBLIC RESOURCES CODE OR PRC 17

1.108 PUTRESCIBLE WASTE 17

1.109 RATE 17

1.110 RATE REVENUE 17

1.111 RATE YEAR 17

1.112 RECYCLABLES OR RECYCLABLE MATERIALS 17

1.113 RECYCLE, RECYCLING 18

1.114 REMNANT ORGANIC MATERIAL 18

1.115 RENEWABLE NATURAL GAS OR RNG 18

1.116 RESIDUAL OR RESIDUE 18

1.117 REUSABLE ITEMS 18

1.118 REUSE 18

1.119 ROLL-OFF BOX 18

1.120 SB 1383 REGULATIONS 19

1.121 SERVICE AREA 19

1.122 SERVICE LEVEL 19

1.123 SERVICE RECIPIENT 19

1.124 SINGLE-FAMILY, SINGLE-FAMILY DWELLING, SFD, OR SINGLE-FAMILY SERVICE UNIT 19

1.125 SOLID WASTE 19

1.126 SOURCE SEPARATED GREEN CONTAINER ORGANIC WASTE OR SSGCOW 20

1.127 SOURCE SEPARATED RECYCLABLE MATERIALS 20

1.128 SPECIAL EVENT COLLECTION SERVICE 20

1.129 SPLIT CONTAINER 20

1.130 STATE 20

1.131 SUBCONTRACTOR 20

1.132 SUBSIDIARY 20

1.133 TERM 20

1.134 TIPPING FEE 20

1.135 TIER ONE COMMERCIAL EDIBLE FOOD GENERATORS 21

1.136 TIER TWO COMMERCIAL EDIBLE FOOD GENERATORS 21

1.137 TON 21

1.138 TRANSFER 21

1.139 TRANSFER STATION 21

1.140 TRANSPORT OR TRANSPORTATION 21

1.141 UNIVERSAL WASTE OR U-WASTE 22
Item 2C - 26

1.142 WORK DAYS 22

1.143 YARD TRIMMINGS OR GREEN WASTE 22
ARTICLE 2: REPRESENTATIONS AND WARRANTIES 23

2.1 CONTRACTOR’S CORPORATE STATUS 23

2.2 CONTRACTOR’S CORPORATE AUTHORIZATION 23

2.3 AGREEMENT WILL NOT CAUSE BREACH 23

2.4 NO LITIGATION 23

2.5 NO ADVERSE JUDICIAL DECISIONS 23

2.6 NO LEGAL CHALLENGE 24

2.7 NO LEGAL PROHIBITION 24

2.8 CONTRACTOR’S ABILITY TO PERFORM 24

2.9 CONTRACTOR’S INVESTIGATION 24
ARTICLE 3: TERM OF AGREEMENT 24

3.1 TERM 24

3.2 PRIOR AGREEMENT SUPERSEDED 25
ARTICLE 4: GRANT AND ACCEPTANCE OF EXCLUSIVE AGREEMENT 25

4.1 GRANT AND ACCEPTANCE OF EXCLUSIVE AGREEMENT 25

4.2 LIMITATIONS TO THE SCOPE OF EXCLUSIVE AGREEMENT 25

4.3 EXCLUSIVITY 26

4.4 ENFORCEMENT OF EXCLUSIVITY 26

4.5 APPLICABLE LAW 26

4.6 OBLIGATIONS OF PARTIES 27
ARTICLE 5: SCOPE OF COLLECTION SERVICES 27

5.1 SUMMARY SCOPE OF SERVICES 27

5.2 FACILITIES 28

5.3 SUBCONTRACTING 28

5.4 RESPONSIBILITY FOR DISCARDED MATERIALS 29

5.5 CITY-DIRECTED CHANGES TO SCOPE 29

5.6 SINGLE-FAMILY DWELLING COLLECTION SERVICES 30

5.7 MULTI-FAMILY DWELLING COLLECTION SERVICES 31

5.8 COMMERCIAL COLLECTION SERVICES 32

5.9 ROLL-OFF SERVICE 33

5.10 C&D DEBRIS COLLECTION SERVICES 34

5.11 CITY COLLECTION SERVICES 34

5.12 SERVICE EXCEPTIONS 35

5.13 PUBLIC EDUCATION AND OUTREACH 36

5.14 SPECIAL SERVICES 36
ARTICLE 6: PROCESSING AND DISPOSAL REQUIREMENTS 37

6.1 TRANSPORTATION OF DISCARDED MATERIALS 37

6.2 TRANSFER OF DISCARDED MATERIALS 37

6.3 DISPOSAL 37

6.4 SOURCE SEPARATED RECYCLABLE MATERIALS PROCESSING SERVICES 37

6.5 ORGANIC MATERIALS PROCESSING SERVICES 38

6.6 BULKY ITEM SERVICES 38
Item 2C - 27

ARTICLE 7: STANDARD OF PERFORMANCE 38

7.1 GENERAL 38

7.2 CONTRACTOR’S OFFICE 39

7.3 SERVICE STANDARDS 39

7.4 COLLECTION ROUTES, OPERATING HOURS AND SCHEDULES 39

7.5 COLLECTION STANDARDS 40

7.6 OWNERSHIP OF MATERIALS 41

7.7 EXCLUDED WASTE 42

7.8 REGULATIONS AND RECORD KEEPING 43

7.9 VEHICLE REQUIREMENTS 43

7.10 CONTAINER REQUIREMENTS 44

7.11 HOLIDAY SERVICE 47

7.12 DISPOSAL AND PROCESSING 47

7.13 GRAY CONTAINER WASTE - CONTAMINATION RESPONSE PROCEDURE 48

7.14 SOURCE SEPARATED MATERIALS - CONTAMINATION RESPONSE PROCEDURE 48

7.15 COMMINGLING OF MATERIALS 48

7.16 PERSONNEL 49
ARTICLE 8: BILLING, CUSTOMER SERVICE, RECORD KEEPING, AND REPORTING 50

8.1 BILLING AND COLLECTION 50

8.2 NON-DISCLOSURE 53

8.3 NO MARKETING 53

8.4 CONTRACTOR’S CUSTOMER SERVICE 53

8.5 RECORD KEEPING 55

8.6 REPORTING REQUIREMENTS 56
ARTICLE 9: COLLECTOR FEES AND OTHER FEES 56

9.1 FRANCHISE FEE 56

9.2 CONTRACTOR’S PAYMENTS TO CITY 56

9.3 ADDITIONAL FEES 57
ARTICLE 10: CONTRACTOR COMPENSATION AND MAXIMUM SERVICE RATES 58

10.1 CONTRACTOR COMPENSATION 58

10.2 PUBLIC NOTICE/PUBLIC HEARING PROCESS 58

10.3 SCHEDULE OF FUTURE ANNUAL RATE ADJUSTMENTS 58

10.4 METHOD OF FUTURE FORMULA RATE ADJUSTMENTS 59

10.5 EXTRAORDINARY RATE ADJUSTMENTS 62
ARTICLE 11: INDEMNIFICATION, INSURANCE AND PERFORMANCE BOND 63

11.1 INDEMNIFICATION OF THE CITY 63

11.2 EVALUATION OF LIABILITY 65

11.3 HAZARDOUS SUBSTANCES INDEMNIFICATION 65

11.4 SEPARATE COUNSEL 66

11.5 CONSIDERATION 66

11.6 OBLIGATION 67

11.7 COLLECTION SERVICES SUBCONTRACTORS 67

11.8 EXCEPTION 67

11.9 DAMAGE BY CONTRACTOR 67
Item 2C - 28

11.10 SURVIVAL 67

11.11 INSURANCE 68

11.12 PERFORMANCE BOND 72
ARTICLE 12: DEFAULT AND REMEDIES 72

12.1 EVENTS OF DEFAULT 72

12.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT 74

12.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 74

12.4 POSSESSION OF RECORDS UPON TERMINATION 75

12.5 CITY’S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 75

12.6 PERFORMANCE REVIEWS 75

12.7 LIQUIDATED DAMAGES 78

12.8 EXCUSE FROM PERFORMANCE 81

12.9 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 82
ARTICLE 13: OTHER AGREEMENTS OF THE PARTIES 82

13.1 LEGAL REPRESENTATION 82

13.2 FINANCIAL INTEREST 82

13.3 CONTRACTOR NOT OFFICER, EMPLOYEE OR AGENT 83

13.4 CONTRACTOR’S USE OF SUBCONTRACTOR 83

13.5 COMPLIANCE WITH LAW 84

13.6 GOVERNING LAW 84

13.7 LITIGATION 84

13.8 VENUE 84

13.9 BINDING ON SUCCESSORS 84

13.10 ASSIGNMENT 84

13.11 NO THIRD-PARTY BENEFICIARIES 86

13.12 WAIVER 86

13.13 TRANSITION TO NEXT CONTRACTOR 86

13.14 CONTRACTOR’S RECORDS 87

13.15 NOTICE PROCEDURES 87
ARTICLE 14: MISCELLANEOUS AGREEMENTS 88

14.1 ENTIRETY OF AGREEMENT 88

14.2 SEVERABILITY 88

14.3 RIGHT TO REQUIRE PERFORMANCE 89

14.4 NON-DISCRIMINATION 89

14.5 HEADINGS 89

14.6 EXHIBITS 89

14.7 REFERENCES TO LAWS 89

14.8 EFFECTIVE DATE 89
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EXHIBIT 1: MAXIMUM SERVICE RATES 91
EXHIBIT 2A: RATE ADJUSTMENT PROCEDURE – CARTS 97
EXHIBIT 2B: RATE ADJUSTMENT PROCEDURE – BINS 98
EXHIBIT 2C: RATE ADJUSTMENT PROCEDURE – DROP BOXES & OTHER SERVICES 101 EXHIBIT 2D: INITIAL MATERIAL HANDLING COST INDEX 102
EXHIBIT 3: CONTRACTOR’S SB 1383 SCOPE OF SERVICES 103
EXHIBIT 4: LIST OF CITY FACILITIES 120
EXHIBIT 5: LIST OF CITY EVENTS 121
EXHIBIT 6: LIST OF DESIGNATED FACILITIES 122

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Palm Springs Agreement Page 1
This Franchise Agreement for Solid Waste Collection Services (“Agreement”) is made and entered into this ___day of _____, 2022 (“Effective Date”) by and between the City of Palm Springs , a California municipal corporation, hereinafter referred to as “CITY,” and Palm Springs Disposal Services, a California corporation, hereinafter referred to as "CONTRACTOR." In this Agreement, the CITY and CONTRACTOR may be collectively referred to as the “Parties” and individually referred to as “Party.”

RECITALS
WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (“Act”) and subsequent additions and amendments (codified at California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid Waste handling within their jurisdiction; and, WHEREAS, the State of California has found and declared that the amount of Solid Waste generated in California, coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local agencies to enact and implement an aggressive integrated waste management program. The State has, through enactment of AB 939 and subsequent related legislation including, but not limited to: AB 2176 (Chapter 879, Statutes of 2004) , SB 1016 (Chapter 343, Statutes of 2008), AB 341 (Chapter 476, Statutes of 2011), AB 1826 (Chapter 727, Statutes of 2014 ), and SB 1383 (Chapter 395, Statutes of 2016 ), directed the responsible State agency, and all local agencies, to promo te a reduction in Landfill Disposal and to maximize the use of feasible waste reduction, Reuse, Recycling, and composting options in order to reduce the amount of material that must be Disposed; and, WHEREAS, the California Department of Resources Recycling and Recovery (“CalRecycle”) promulgated regulations to implement SB 1383 (the “SB 1383 Regulations”) for local jurisdictions, Generators, haulers, Solid Waste facilities, and other entities to support achievement of statewide Organic Waste Disposal reduction targets; and, WHEREAS, SB 1383 Regulations require jurisdictions to implement Solid Waste Collection programs, meet Processing facility requirements, conduct contamination monitoring, provide education, maintain records, submit reports, monitor compliance, conduct enforcement, and fulfill other requirements; and, the City of Palm Springs (“CITY”) has chosen to delegate some of its responsibilities to Palm Springs Disposal Services (the “CONTRACTOR”), acting as the CITY’s designee, through this Agreement; and, WHEREAS, consistent with provisions of the Act, including Public Resources Code Section 40059, aspects of Solid Waste handling are of local concern, including frequency of collection, means of collection and transportation, level of services, charges and fees, the nature, location, and extent of providing Solid Waste services, and whether the services are to be provided by means of a non-exclusive, partially exclusive, or wholly exclusive franchise, contract, license, or otherwise which may be granted by the City under terms and conditions prescribed by the City Council; and
WHEREAS, City determination that granting an exclusive franchise agreement to a Solid Waste enterprise is in the best interests of the residents and business establishments in City, and for the protection of community health, safety and well-being.

WHEREAS, CONTRACTOR has demonstrated through past performance and in negotiations conducted with CITY that CONTRACTOR is qualified and competent to perform the Solid Waste services desired by CITY.

WHEREAS; CONTRACTOR desires to engage in the business of Collecting Discarded Materials in the CITY; and, Item 2C - 31
Palm Springs Agreement Page 2
WHEREAS, the CITY further declares its intent to approve and maintain the maximum approved rate s for the Collection, transportation, Processing, Recycling, Composting, and/or Disposal of Discarded Materials; and, WHEREAS, the Parties hereto desire to enter into a wholly exclusive agreement for the provision of Collection Services except for those limitations specified in this Agreement; and, WHEREAS, this Agreement has been developed by and is satisfactory to the CITY and the CONTRACTOR, Now, therefore, in consideration of the mutual covenants, conditions and consideration contained herein, the CITY and CONTRACTOR hereby agree as hereinafter set forth:

ARTICLE 1: DEFINITIONS
For the purpose of this Agreement, the definitions contained in this Article shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Agreement, the definition of such word or phrase as contained in the Palm Springs Municipal Code shall control.

1.1 AFFILIATE
“Affiliate” means all businesses , including, without limitation, corporations, limited and general partnerships and sole proprietorships , that are directly or indirectly related to the CONTRACTOR by virtue of direct or indirect ownership interest or common management. Such businesses shall be deemed to be “Affiliated with” the CONTRACTOR and included within the term “Affiliates” as used herein. An Affiliate includes: (i) a business in which the CONTRACTOR has a direct or indirect ownership interest; (ii) a business that has a direct or indirect ownership interest in the CONTRACTOR; and/or (iii) a business that is also owned, controlled or managed by any business or individual which has a direct or indirect ownership interest in the CONTRACTOR. For the purposes of this definition, “ownership” means ownership as defined in the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the Effective Date , provided that ten percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section 318(a)(3)(C) there of; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest of value that the ownership interest represents.

1.2 AGREEMENT
“Agreement” means this exclusive Collection Services Franchise Agreement between the CITY and CONTRACTOR for the Collection and subsequent Transfer, Transportation, Processing, and/or Disposal, of Single -Family, Multi- Family, and Commercial Discarded Materials and C&D, including all exhibits and attachments, and any amendments thereto.

1.3 ALTERNATIVE DAILY COVER or ADC
“Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690.

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Palm Springs Agreement Page 3

1.4 ALTERNATIVE INTERMEDIATE COVER or AIC
“Alternative Intermediate Cover” or “AIC” has the same meaning as in 27 CCR Section 20700.

1.5 APPLICABLE LAW
“Applicable Law” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, Processing, and Disposal of Discarded Materials that are in force on the Effective Date and as may be enacted, issued, or amended during the Term of this Agreement. Applicable Law includes, but is in no way limited to, AB 939, AB 341, AB 1826, and SB 1383 and corresponding regulations.

1.6 APPROVED FACILITY
“Approved Facility” means any one of or any combination of the: Approved C&D Facility; Approved Disposal Facility; Approved High Diversion Organic Materials Processing Facility; Approved Organic Materials Processing Facility; Approved Source Separated Recyclable Materials Processing Facility; and Approved Transfer Station, each of which are defined in this Article and listed in Exhibit 6.

1.7 ASSEMBLY BILL 341 (AB 341)
“AB 341” means AB 341 (Chapter 476, Statutes of 2011) as amended, supplemented, superseded and replaced from time to time.

1.8 ASSEMBLY BILL 939 (AB 939) (ACT)
“AB 939” means AB 939 (Chapter 1095, Statutes of 1989) also known as the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000, et seq.), as amended, supplemented, superseded, and replaced from time to time.

1.9 ASSEMBLY BILL 1826 (AB 1826)
“AB 1826” means AB 1826 (Chapter 727, Statutes of 2014), as amended, supplemented, superseded, and replaced from time to time.

1.10 BACK-HAUL
“Back-Haul” means generating and transporting Organic Waste to a destination owned and operated by the Generator using the Generator’s own employees and equipment, or as otherwise defined in 14 CCR Section 18982(a)(66)(A).

1.11 BIN
“Bin” means a metal or plastic Container with hinged lid(s) and wheels serviced by a front -end loading Collection vehicle with a Container capacity of one (1) to eight (8) cubic yards, including Bins with compactors attached to increase the capacity of the Bin. Bins are also known as dumpsters.

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Palm Springs Agreement Page 4

1.12 BLUE CONTAINER OR RECYCLABLE MATERIALS CONTAINER
“Blue Container” has the same meaning as in 14 CCR Section 18982.2(a)(5) and shall be used for the purpose of storage and Collection of Source Separated Recyclable Materials.

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

1.14 BULKY ITEMS or BULKY WASTE
“Bulky Items” or “Bulky Waste” means discarded furniture (including chairs, sofas, mattresses, carpet, and other similar items); appliances (including refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, small household appliances, and other similar items, commonly known as “white goods”); Electronic Waste; wood wastes (including wood waste, tree trunks, and large branches if no more than two (2) feet in diameter, four (4) feet in length, and 150 pounds in weight per bundle, scrap wood, in the aggregate not exceeding one (1) cubic yard per Collection unless Contractor allows heavier or larger-sized items); clothing; and tires. Any Bulky Items containing chlorofluorocarbon (CFC) refrigerants shall be handled in accordance with Applicable Law. Bulky Items do not include car bodies or C&D, or any other items that cannot be handled by two (2) Persons. Bulky items do not include items more than eight (8) feet in length, four (4) feet in width, or weighing more than 150 pounds.

1.15 BULKY ITEM COLLECTION SERVICE
“Bulky Item Collection Service” means the 1) the semi-annual curbside collection event, 2) a semi-annual drop-off event, and 3) on- call Collection of Bulky Items by the CONTRACTOR in the Service Area and the delivery of those Bulky Items to the Approved Facility.

1.16 BUSINESS DAYS
“Business Days” mean days during which the CITY ’s administrative offices are normally open to do business with the public.

1.17 CALIFORNIA CODE OF REGULATIONS (CCR)
“California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR, Division 7, Chapter 12” refers to Title 14, Division 7, Chapter 12 of the California Code of Regulations.

1.18 CALRECYCLE
“CalRecycle” means the California Department of Resources Recycling and Recovery or its successor.

1.19 CART
“Cart” means a heavy plastic receptacle and a rated capacity of at least thirty -two (32) gallons and not more than ninety-six (96) gallons, having a hinged, tight-fitting lid and wheels, that is approved by the Contract Administrator for use by Service Recipients for Collection Services under this Agreement.

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Palm Springs Agreement Page 5

1.20 CHANGE IN LAW
“Change in Law” means the following events or conditions:
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 of the CITY or of the CONTRACTOR, whichever is asserting the occurrence of a Change in Law; provided, however, that the conte sting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence.

1.21 CITY
“CITY” means the City of Palm Springs, California.

1.22 CITY CLEAN-UP SERVICE
“CITY Clean-up Service” means the Collection of Source Separated Recyclable Materials, Organic Materials, Gray Container Waste and Bulky Items by the CONTRACTOR resulting from written or verbal requests from the CITY for temporary clean-up programs at a centralized collection site. Such Service shall include the provision of Bins or Roll- Off Boxes by the CONTRACTOR , and the transport and delivery of the Collected materials to the appropriate Approved Facility.

1.23 CITY CODE
“CITY Code” means the Palm Springs Municipal Code.

1.24 CITY CONTAINER SERVICE
“CITY Container Service” means the Collection of Solid Waste, Recyclable Materials, and Organic Materials from public litter Containers and the transport and delivery of the Collected materials to the appropriate Approved Facility.

1.25 CITY SERVICE UNIT
“CITY Service Unit” means those CITY properties or CITY locations which the Contract Administrator requests that the CONTRACTOR provide Services as provided in this Agreement.

1.26 CITY WASTE
“CITY Waste” means Solid Waste, Recyclable Materials, Green Waste, Organic Materials, Bulky Items, Electronic Waste and Universal Waste generated at a CITY Service Unit.

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Palm Springs Agreement Page 6

1.27 COLLECT, COLLECTED, COLLECTION
“Collect,” “Collected” or “Collection” means the act of the CONTRACTOR taking physical possession of, and removing Discarded Materials, whether by manual, semi-automated or automated means, and transporting such materials to the Approved Facility, pursuant to this Agreement.

1.28 COLLECTION SERVICES
“Collection Services” means SFD Collection Service, MFD Collection Service, CITY Collection Service, and Commercial Collection Service.

1.29 COMMENCEMENT DATE
“Commencement Date” means the date specified in Article 3.1 when the CONTRACTOR is to begin providing Collection and related Services required by this Agreement.

1.30 COMMERCIAL EDIBLE FOOD GENERATORS
“Commercial Edible Food Generators” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators, or as otherwise specified by 14 CCR Section 18982(a)(7).

1.31 COMMERCIAL SERVICE
“Commercial Service” means Collection Services performed at or for a Commercial Service Unit.

1.32 COMMERCIAL BUSINESS or COMMERCIAL
“Commercial Business” or “Commercial” means a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, or industrial facility, or as otherwise defined in 14 CCR Section 18982(a)(6), and any multi-family residential dwelling with five (5) units or more.

1.33 COMMERCIAL EDIBLE FOOD GENERATORS
“Commercial Edible Food Generators” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators, or as otherwise specified by 14 CCR Section 18982(a)(7).

1.34 COMMUNITY COMPOSTING
“Community Composting” means any activity that composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on -site at any one time does not exceed 100 cubic yards and 750 square feet, as specified in 14 CCR Section 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8).

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Palm Springs Agreement Page 7

1.35 COMPACTOR or COMPACTION
“Compactor,” or “Compaction” means a mechanical apparatus that compresses materials, the Container that holds the compressed materials, and/or the process of compressing materials or holding compressed materials .

Compactors include Bin Compactors of any size Serviced by front -loading Collection Vehicles and Compactors of any size Serviced by Roll-Off Box Collection vehicles.

1.36 COMPOST or COMPOSTING
“Compost” has the same meaning as in 14 CC R Section 17896.2(a)(4), and means the product resulting from the controlled biological decomposition of organic Solid Wastes that are Source Separated from the municipal Solid Waste stream, or which are separated at a centralized Facility.

1.37 COMPOSTABLE PLASTICS
“Compostable Plastics” or “Compostable Plastic” means plastic materials that meet the ASTM D6400 standard for compostability, or as otherwise described in 14 CCR Section 18984.1(a)(1)(A) or 18984.2(a)(1)(C).

1.38 CONSTRUCTION AND DEMOLITION DEBRIS or C&D or C&D Debris “Construction and Demolition Debris” or “C&D” or “C&D Debris” means the nonhazardous waste building material, Inerts, soil, packaging, Yard Trimmings, rubble, and other used or Discarded Materials resulting from construction or demolition. Accepted and prohibited materials are listed in Exhibit 3.

1.39 CONTAINERS
“Container(s)” means a cart, can, commercial bin, debris box, or stationary compactor intended for the purpose of depositing waste for disposal, except C&D Debris and Bulky Items, or Recyclable Materials for diversion. Containers may be provided by CITY or CONTRACTOR, or for manual collection as may be required to be provided by the property owner or occupant generating Solid Waste, Organic Waste or Recyclables.

1.40 CONTAMINATION or CONTAMINANTS
“Contamination” means the inclusion in a Container of Excluded Waste of any amount; or Organic Materials and/or Recyclable Materials placed in a Solid Waste Container; or materials other than Organic Materials in an Organic Materials Container, or materials other than Recyclable Materials in a Recyclable Materials Container, which render the contents of the Container materially unsuitable for the intended type of Diversion.

1.41 CONTRACTOR
“CONTRACTOR” means Palm Springs Disposal Services.

1.42 CONTRACT ADMINISTRATOR
“Contract Administrator” means _____________________, or any subsequent Person, or his or her designee, designated by the CITY to administer and monitor the provisions of this Agreement.

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Palm Springs Agreement Page 8

1.43 CONTRACTOR COMPENSATION
“CONTRACTOR Compensation” means the monetary compensation received by the CONTRACTOR in return for providing Services in accordance with this Agreement as described in Article 10.

1.44 COVERED ELECTRONIC WASTE (CEW)
“Covered Electronic Waste” or “CEW” means discarded electronic devices that the California Department of Toxic Substances Control (DTSC) has determined to be a covered electronic device, as specified by Section 42463(f) of the California Public Resources Code. CEW includes cathode ray tube (CRT) devices (including televisions and computer monitors); LCD desktop monitors; laptop computers with LCD displays; LCD televisions; plasma televisions; portable DVD players with LCD screens; and other electronic devices as may be added by the DTSC from time to time.

1.45 CUSTOMER(S)
“Customer” means the Person who receives the CONTRACTOR’s Collection services and to whom the CITY or CONTRACTOR submits its billing invoice to and collects payment from, for Collection services provided to a Premise. The Customer may be either the occupant, owner, or property manager of the Premises, as allowed under the CITY Code.

1.46 DAY
“Day” means calendar day unless otherwise specified in this Agreement.

1.47 DESIGNATED FACILITY
“Designated Facility(ies)” means any one of or any combination of a C&D Processing Facility; Disposal Facility; High Diversion Organic Waste Processing Facility; Organic Waste Processing Facility, Source Separated Recyclable Materials Processing Facility; and Transfer Facility that the CITY is directing the CONTRACTOR to use. Any such facility utilized by the CONTRACTOR shall be designed and constructed in accordance with Applicable Laws and shall have been issued all permits from federal, State, regional, county and city agencies necessary for it to operate. Any such facility shall be in full regulatory compliance with all such permits.

1.48 DISCARDED MATERIALS
“Discarded Materials” are a form of Solid Waste and shall be regulated as such. For purposes of this Agreement, material is deemed to have been discarded, without regard to whether it is destined for Recycling or Disposal, and whether or not it has been separated from other Solid Wastes, in all cases where a fee or other compensation, in any form or amount, is directly or indirectly solicited from, or, levied, charged, or otherwise imposed on, or paid by, the Generator or Customer in exchange for handling services. As used herein, handling services include, without limitation, the Collection, removal, Transportation, delivery, and Processing and/or Disposal of the material.

Discarded Materials do not include Edible Food that is recovered for human consumption and is not discarded. For the purposes of this Agreement, Discarded Materials include Source Separated Recyclable Materials, Source Separated Green Container Organic Waste, Food Waste, Gray Container Waste, and C&D once the materials have been placed in Containers for Collection.

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Palm Springs Agreement Page 9

1.49 DISPOSAL
“Disposal” or “Disposed” mean the final disposition of any Solid Waste Collected by the Contractor or Residue from CONTRACTOR’S Processing activities at a permitted Landfill or other permitted Solid Waste Facility.

1.50 DIVERT, DIVERSION
“Divert” or “Diversion (or any variat ion thereof)” means activities which reduce or eliminate Discarded Materials from Disposal, including, but not limited to, source reduction, Reuse, salvage, Recycling, and composting.

1.51 DROP BOX
“Drop Box” means Containers with a typical capacity of eight (8) to forty (40) cubic yards that are Serviced by a roll-off Collection vehicle.

1.52 DUAL STREAM (OR DUAL-STREAM)
“Dual Stream” or “Dual -Stream” means a Collection method in which the Generators are instructed to separate Source Separated Recyclable Materials (such as, but not limited to Non-Organic Recyclables) or Source Separated Green Container Organic Waste (such as, but not limited to, Green Waste and Food Waste) into two streams of materials for placement in two sections of a Split Container or into two different Containers, and in which the Contractor maintains the separation of the two streams during Collection and Processes each stream separately.

1.53 DWELLING UNIT
“Dwelling Unit” means any individual living unit in a Single-Family Dwelling (SFD) or Multi-Family Dwelling (MFD) structure or building intended for, or capable of being utilized for, Residential living other than a hotel or motel.

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

1.55 EFFECTIVE DATE
“Effective Date” means the date on which the Agreement becomes binding upon the Parties.

1.56 ELECTRONIC WASTE or E-WASTE
“Electronic waste” or “E -Waste” means discarded electronic equipment including, without limitation , televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals, external hard drives, keyboards, scanners, and mice, printers, copiers, facsimile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices.

1.57 ENFORCEMENT ACTION
"Enforcement Action" means an action of the CITY to address non-compliance including, but not limited to, issuing Item 2C - 39

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administrative citations, fines, penalties, or using other remedies.

1.58 ENFORCEMENT ACTION
“Enforcement Inspection” means an examination of Containers by CONTRACTOR performed under the direct supervision of the CITY as a part of an enforcement action and shall consist of a physical inspection of each Container used by Customer to determine the percentage by weight of Material Not Permitted in each of Customer’s Containers.

1.59 ENVIRONMENTAL LAWS
"Environmental Laws" means all federal and State statutes, and county and CITY ordinances concerning public health, safety and the environment including, by way of example and not limitation, AB 341, AB 939, AB 1826, SB 1383, the Comprehensive Environmental Response, Compensation and Liability Act of 198 0, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6902 et seq.; the Federal Clean Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code § 25100 et seq.; the Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health and Safety Code § 25300 et seq.; the Porter -Cologne Water Quality Control Act, California Water Code § 13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code § 25249.5 et seq.; as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder.

1.60 EXCLUDED WASTE
“Excluded Waste” means Hazardous Substance, Hazardous Waste, Infectious Waste, Designated Waste, volatile, corrosive, Medical Waste, infectious, regulated radioactive waste, and toxic substances or material that Approved Facility operator(s) reasonably believe(s) would, as a result of or upon acceptance, Transfer, Processing, or Disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use restrictions or conditions, waste that cannot be Disposed of in Class III Landfills or accepted at the Facility by permit conditions, waste that in CONTRACTOR’S reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose CONTRACTOR or CITY to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Single -Family or Multi-Family Solid Waste after implementation of programs for the safe Collection, Processing, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code.

1.61 FACILITY(IES)
“Facility(ies)” means any plant, site, or operation used for the purpose of handling Discarded Materials, in cluding, but not limited to, Disposal, Transfer, Recycling, Composting, and Processing Facilities or operations.

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

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

A. A food bank as defined in Section 113783 of the Health and Safety Code; B. A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and, C. A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.

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

1.64 FOOD RECOVERY SERVICE
“Food Recovery Service” means a person or entity that collects and transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery, or as otherwise defined in 14 CCR Section 18982(a)(26).

1.65 FOOD-SOILED PAPER
“Food-Soiled Paper” means compostable paper material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons.

1.66 FOOD WASTE
“Food Waste” means Source Separated Food Scraps, Food-Soiled Paper, and Compostable Plastics. Food Waste is a subset of Source Separated Green Container Organic Waste. Edible Food separated for Food Recovery shall not be considered Food Waste.

1.67 FRANCHISE
“Franchise” means the special rights and privileges granted by the CITY to CONTRACTOR under this Agreement to operate as an exclusive enterprise for Collection Services in the Service Area and to use the public rights of way for such purpose.

1.68 GENERATOR
“Generator” means any Person whose act or process produces Discarded Materials, or whose act first cause s any of these items to become subject to regulation.

1.69 GRAY CONTAINER
“Gray Container” has the same meaning as in 14 CCR Section 18982(a)(28) and shall be used for the purpose of storage and Collection of Gray Container Waste or Mixed Waste.

1.70 GRAY CONTAINER WASTE
“Gray Container Waste” means Solid Waste that is collected in a Gray Container that is part of a three -Container Organic Waste Collection service that prohibits the placement of Organic Waste in the Gray Container as specified in 14 CCR Sections 18984.1(a) and (b) or as otherwise defined in 14 CCR Section 17402(a)(6.5). For the purposes of Item 2C - 41

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this Agreement, Gray Container Waste includes carpet and textiles.

1.71 GREEN CONTAINER
“Green Container” has the same meaning as in 14 CCR Section 18982(a)(29) and shall be used for the purpose of storage and Collection of Source Separated Green Container Organic Waste.

1.72 GROSS BILLINGS
“Gross Billings” means total amount invoiced to Customers by the CONTRACTOR for the provision of Services pursuant to this Agreement, with a year-end adjustment for any account written off as uncollectible. Gross Billings do not include revenues from the sale of Recyclable Materials, California Refund Value revenue, CalRecycle supplemental payments to registered curbside recycling operators, or revenue from the sale of processed recycling, or C&D material.

1.73 HAULER ROUTE
Hauler Route” means the designated itinerary or sequence of stops for each segment of the CITY’s Collection service area, or as otherwise defined in 14 CCR Section 18982(a)(31.5).

1.74 HAZARDOUS SUBSTANCE
“Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances" or hazardous material, Hazardous Waste, toxic waste, pollutant, or toxic substances or similarly identified as hazardous to human health or the environment, in o r pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC § 9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Law, 49 USC § 5101, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC § 6901 et seq.; (iv) the Clean Water Act, 33 USC § 1251 et seq.; (v) California Health and Safety Code §§ 25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC § 7901 et seq.; and, (vii) California Water Code § 13050; (b) any amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste, or pollutant identified as hazardous or toxic or regulated under any other Applicable Law currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s (PCBs), petroleum, natural gas, and synthetic fuel products and by-products.

1.75 HAZARDOUS WASTE
“Hazardous Waste” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §§ 25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S.

Environmental Protection Agency (EPA), pursuant to the federal Resource Conservation and Recovery Act (42 USC § 6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder.

1.76 HIGH DIVERSION ORGANIC WASTE PROCESSING FACILITY
“High Diversion Organic Waste Processing Facility” means a facility that is in compliance with the reporting requirements of 14 CCR Section 18815.5(d) and meets or exceeds an annual average Mixed Waste organic content Recovery rate of 50 percent between January 1, 2022 and December 31, 2024, and 75 percent after January 1, 2025, as calculated pursuant to 14 CCR Section 18815.5(e) for Organic Waste received from the “Mixed Item 2C - 42

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waste organic collection stream” as defined in 14 CCR Section 17402(a)(11.5); or, as otherwise defined in 14 CCR Section 18982(a)(33).

1.77 HOLIDAYS
“Holidays” shall mean the observed holiday for Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and New Year’s Day.

1.78 HOME GENERATED SHARPS
“Home-Generated Sharps” means hypodermic needles, syringes, lancets, and pen needles for the delivery of medications derived from a household, including a Multi-Family Dwelling or Single Family Dwelling.

1.79 HOUSEHOLD BATTERIES
“Household Batteries” means disposable or rechargeable dry cells such as those referred to as A, AA, AAA, B, C, D, 9-volt, button type or those from laptop computers or cell phones, and commonly used as power sources for consumer electronics devices, including but not limited to zinc oxide, nickel metal hydride, alkaline, mercury, silver oxide, lithium, lithium ion and carbon zinc, but excluding automotive lead acid batteries.

1.80 HOUSEHOLD HAZARDOUS WASTE (HHW)
“Hazardous Waste” or “HHW” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §§ 25110.02, 25115, and 25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. EPA , pursuant to the Federal Resource Conservation and Recovery Act (42 USC § 6901 et seq.), all fu ture amendments thereto, and all rules and regulations promulgated thereunder.

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

1.82 INERTS
“Inerts” means materials such as concrete, soil, asphalt, and ceramics.

1.83 LANDFILL
“Landfill” means a “Solid Waste Landfill” defined by Public Resources Code Section 40195.1

1.84 LARGE EVENT
“Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event.

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1.85 LARGE VENUE
“Large Venue” means a permanent venue facility that annually seats or serves an average of more than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. A venue facility includes, but is not limited to, a public, nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. A site under common ownership or control that includes more than one Large Venue that is contiguous with other Large Venues in the site, is a single Large Venue.

1.86 LIQUIDATED DAMAGES
“Liquidated Damages” means the amounts due by the CONTRACTOR for failure to meet specific quantifiable standards of performance as described in Article 12.

1.87 MASTER BILLED COMMUNITY
“Master Billed Community” means Residential premises within a planned unit development or other group of dwellings may authorize a homeowner's association, property manager, or agent to receive and pay the Solid Waste bill issued by CONTRACTOR as a master-billed account, provided all P remises subject to the account subscribe to the same service. CONTRACTOR shall bill master billed accounts monthly in arrears. (Master billing is provided as a courtesy to the individual Residential customers and does not relieve them of their individual res ponsibilities to arrange and pay for Solid Waste management services.)

1.88 MATERIALS RECOVERY FACILITY or MRF
“Materials Recovery Facility” or “MRF” means the designated Transfer Station(s) or any other Approved Facility, selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, processing, storing, or preparing Recyclable Materials and cardboard, scrap metal, wood, asphalt, concrete and other Inerts for sale.

1.89 MIXED WASTE
“Mixed Waste” means Mixed Waste Organic Collection Stream and Solid Waste Collected in a Container that is required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be Transported to a High Diversion Organic Waste Processing Facility.

1.90 MIXED WASTE ORGANIC COLLECTION STREAM
“Mixed Waste Organic Waste Collection Stream” means Organic Waste Collected in a Container that is required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be Transported to a High Diversion Org anic Waste Processing Facility, or as otherwise defined in 14 CCR Section 17402(a)(11.5).

1.91 MULCH
“Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):
i. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density Item 2C - 44

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standards for land application specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). ii. Was produced at one or more of the following types of Facilities:
a. A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under 14 CCR, Division 7, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10);
b. A Transfer/Processing Facility or Transfer/Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7; or, c. A Solid Waste Landfill as defined in PRC Section 40195.1 and that is permitted under 27 CCR, Division 2.

1.92 MIXED WASTE ORGANIC WASTE COLLECTION STREAM
“Mixed Waste Organic Waste Collection Stream” means Organic Waste Collected in a Container that is required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be T ransported to a High Diversion Organic Waste Processing Facility, or as otherwise defined in 14 CCR Section 17402(a)(11.5).

1.93 MULTI-FAMILY, MULTI-FAMILY DWELLING, MFD, or MULTI-FAMILY SERVICE UNIT “
Multi
-F
amily,” “ M
ulti-Family Dwelling,” “MFD,” or “ Multi-Family Service Unit ” means Premises used for residential purposes with five (5) or more dwelling units, including condominium projects, duplexes, townhouse projects, apartment houses, or mobile home parks, irrespective of whether residence therein is transient, temporary or permanent which receive collection services from centralized locations. Multi- Family premises do not include hotels, motels, or other transient occupancy facilities, which are considered Commercial Businesses.

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

1.95 NON-COLLECTION NOTICE
“Non-Collection Notice” means a form, as approved in advance by the CITY, used to notify a Service Recipient of the reason for the non-Collection of materials set out by the Service Recipient for Collection by the CONTRACTOR pursuant to this Agreement.

1.96 NON-ORGANIC RECYCLABLES
“Non-Organic Recyclables” means non-putrescible and non-hazardous recyclable wastes including, but not limited to, bottles, cans, metals, plastics, and glass, or as otherwise defined in 14 CCR Section 18 982(a)(43). Non-Organic Recyclables are a subset of Source Separated Recyclable Materials.

1.97 ORGANIC WASTE or ORGANIC MATERIALS
“Organic Waste” or “Organic Materials” means Solid Waste containing material originated from living organisms and their metabolic waste products, including, but not limited to, Food Waste, Green Waste, landscape and pruning Item 2C - 45

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waste, nonhazardous wood waste, and food-soiled paper waste that is mixed in with Food Waste.

1.98 PAPER PRODUCTS
“Paper Products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling; or as otherwise defined in 14 CCR Section 18982(a)(51).

1.99 PARENT COMPANY
“Parent Company” means a company that has a controlling interest in another company, enabling the Parent Company to control management and operations of the Affiliate or Subsidiary company.

1.100 PARTY, PARTIES
“Party” or “Parties” refers to the CITY and the CONTRACTOR, individually or together, as applicable.

1.101 PERSON
“Person” has the same meaning as in PRC Section 40170, which states, as of the Effective Date, that a Person includes an individual, firm, limited liability company, association, partnership, political subdivision, government agency, municipality, industry, public or private corporation, or any other entity whatsoever.

1.102 PREMISES
“Premises” means any parcel of land, building and/or structure or portion thereof, in the City where Solid Waste is produced, generated or accumulated.

1.103 PRINTING AND WRITING PAPERS
“Printing and Writing Papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications; or as otherwise defined in 14 CCR Section 18982(a)(54).

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

1.105 PROHIBITED CONTAINER CONTAMINANTS
“Prohibited Container Contaminants” means the following: (i) discarded materials placed in the Blue Container that are not identified as acceptable Source Separated Recyclable Materials for the CITY’s Blue Container; (ii) discarded materials placed in the Green Container that are not identified as acceptable Source Separated Green Container Organic Waste for the CITY’s Green Container; (iii) discarded materials placed in the Brown Container that are not identified as acceptable Source Separated Brown Container Food Waste for the CITY’s Brown Container; (iv) Item 2C - 46

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discarded materials placed in the Gray Container that are acceptable Source Separated Recyclable Materials, Source Separated Green Container Organic Wastes, and/or Source Separated Brown Container Food Waste to be placed in the CITY’s Blue Container, Green Container, and/or Brown Container; and, (v) non-Solid Waste items placed in any container.

1.106 PROPERTY OWNER
“Property Owner” means the owner of real property, or as otherwise defined in 14 CCR Section 18982(a)(57).

1.107 PUBLIC RESOURCES CODE or PRC
“Public Resources Code” or “PRC” means the California Public Resources Code.

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

1.109 RATE
“Rate” means the maximum amount, expressed as a dollar unit, approved by the CITY that the CONTRACTOR may bill a Customer for providing specified services under this Agreement. A Rate has been established for each individual Service Level are presented in Exhibit 1 . The Rates approved by the CITY are the maximum Rate that CONTRACTOR may charge a Customer for a particular Service Level and CONTRACTOR may, in its sole discretion, charge any amount up to and including the maximum Rate approved by the CITY. CONTACTOR has acknowledged for Organic Waste Collection services that are not provided to residential customers until the Edom Hill Organic Waste Processing Facility opens, that Organic Waste Collection service rates will be not be charged until those customers actually received such service.

1.110 RATE REVENUE
“Rate Revenue” means CONTRACTOR’S income received from Customers for services provided in accordance with Exhibit 1. Rate Revenue does not include revenues from the sale of Recyclable Materials , California Refund Value revenue, CalRecycle supplemental payments to registered curbside recycling operators, re venue from the sale of processed recycling, Compost, C&D, or miscellaneous income from non-Collection activities.

1.111 RATE YEAR
“Rate Year” means a 12 -month period, beginning July 1 and ending June 30 of the following year , for which the CONTRACTOR’s Compensation is calculated.

1.112 RECYCLABLES or RECYCLABLE MATERIALS
“Recyclables” or “Recyclable Materials ” means material that can be separated from waste for the purpose of reusing or returning these materials in the form of raw materials for new, used or reconstituted products that meet the quality standard necessary to be used in the marketplace, or for Composting.

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1.113 RECYCLE, RECYCLING
“Recycle” or “Recycling” means the process of Collecting, sorting, cleansing, treating, and reconfiguring materials for the purpose of returning them to the economic mainstream in the form of raw material for new, Reused, or reconstituted products that meet the quality standards necessary to be used in the marketplace. Recycling includes processes deemed to constitute a reduction of Landfill Disposal pursuant to 14 CCR, Division 7, Chapter 12, Article

2. Recycling does not include gasification or transformation as defined in PRC Section 40201.

1.114 REMNANT ORGANIC MATERIALS
“Remnant Organic Materials” means the Organic Waste that is Collected in a Gray Container that is part of the Gray Container Collection stream, or as otherwise defined in 14 CCR Section 17402(a)(23.5).

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

1.116 RESIDUAL or RESIDUE
“Residual” or “Residue” means the Solid Waste destined for Disposal, further transfer/processing as defined in 14 CCR Section 17402(a)(30) or 14 CCR Section 17402(a)(31), or transformation which remains after Processing has taken place and is calculated in percent as the weight of Residual divided by the total incoming weight of materials.

1.117 REUSABLE ITEMS
“Reusable Items” means items that are capable of being Reused after minimal Processing. Reusable Items may be Collected Source Separated or recovered through a Processing Facility. Reusable Items may include, but are not limited to, clothing, furniture, and/or sporting equipment.

1.118 REUSE
“Reuse” or any variation thereof, means the use, in the same, or similar, form as it was produced, of a material which might otherwise be discarded, or as otherwise defined in 14 CCR Section 17402.5(b)(2).

1.119 ROLL-OFF BOX
“Roll-Off Box” means an open - or closed-top metal Container, roll- top Container, or closed compacto r Container serviced by a roll-off truck and with a Container capacity of 10 to 40 cubic yards. Roll-off boxes are also known as drop boxes or debris boxes.

1.120 SENATE BILL 1383 (SB 1383)
“SB 1383” means Senate Bill 1383 (Chapter 395, Statutes of 2016), which established methane emissions reduction targets in a statewide effort to reduce emissions of short -lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.

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1.120 SB 1383 REGULATIONS
“SB 1383 Regulations” refers to the Short -Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted in 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.

1.121 SERVICE AREA
“Service Area” means that area within the corporate limits of Palm Springs, California.

1.122 SERVICE LEVEL
“Service Level” means to the number and size of a Customer’s Container(s) and the frequency of Collection service, as well as ancillary services such as lock/unlock service, Container push/pull service, etc.

1.123 SERVICE RECIPIENT
“Service Recipient” means an individual, agency, organization or company receiving Collection Service pursuant to this Agreement.

1.124 SINGLE-FAMILY, SINGLE-FAMILY DWELLING, SFD, or SINGLE-FAMILY SERVICE UNIT “
Single-F
amily,” “ Single-Family Dwelling,” “SFD,” or “Single -Family Service Unit” m eans, notwithstanding any
contrary definition in a CITY Code, any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection Service feasibly can be provided to such Premises as an independent unit, and the owner or occupant of such independent unit is billed directly for the Collection Service or is part of a Master Billed Community. “Single -F
amily,” “ Single-Family Dwelling,” “SFD,” or “Single -Family Service Unit” includes
Residential units of a duplex, tri
-p
lex, or four
-p
lex Residential structure provided that the owner or Occupant of each unit is separately billed for its specific Service Level or is part of a Master Billed Community.

1. 125 SOLID WASTE
“Solid Waste” has the same meaning as defined in PRC Section 40191, which defines Solid Waste as all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, C&D , abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, with the exception that Solid Waste does not include any of the following wastes:
(1) Hazardous waste, as defined in PRC Section 40141.
(2) Radioactive waste regulated pursuant to the Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the Health and Safety Code). (3) Medical waste regulated pursuant to the Medical Waste Management Act (Part 14, commencing with Section 117600, of Division 104 of the Health and Safety Code). Untreated medical waste shall not be disposed of in a Solid Waste Landfill, as defined in PRC Section 40195.1. Medical waste that has been treated and deemed to be Solid Waste shall be regulated pursuant to PRC, Division 30.

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1.126 SOURCE SEPARATED GREEN CONTAINER ORGANIC WASTE or SSGCOW “Source Separated Green Container Organic Waste” or “SSGCOW” means Source Separated Organic Waste that can be placed in a Green Container that is specifically intended for the separate Collection of Organic Waste by the Generator, excluding carpets, Non-Compostable Paper, and textiles. The accepted types of Source Separated Green Container Organic Waste and process for modifying the accepted types of Source Separated Green Container Organic Waste are specified in Article 5. Source Separated Green Container Organic Waste is a subset of Organic Waste.

1.127 SOURCE SEPARATED RECYCLABLE MATERIALS
“Source Separated Recyclable Materials” means Source Separated Non -Organic Recyclables. The accepted types of Source Separated Recyclable Materials and process for modifying the accepted types of Source Separated Recyclable Materials are specified in Article 5.

1.128 SPECIAL EVENT COLLECTION SERVICE
“Special Event Collection Service” means the Collection of Solid Waste, Recyclable Materials and Organic Materials as appropriate at CITY-sponsored special events.

1.129 SPLIT CONTAINER
“Split Container” means a Container that is split or divided into segregated sections, instead of an entire Container, or as otherwise allowed pursuant to 14 CCR, Division 7, Chapter 12, Article 3.

1.130 STATE
“State” means the State of California.

1.131 SUBCONTRACTOR
“Subcontractor” means any Person, firm, or entity hired by CONTRACTOR to carry out CONTRACTOR’s duties of Article 5 of this Agreement. For the purposes of this Agreement, Disposal Facilities and Processing Facilities are not Subcontractors.

1.132 SUBSIDIARY
“Subsidiary” means an Affiliate with ten percent (10%) or more of its ownership controlled by CONTRACTOR.

1.133 TERM
“Term” means the period of this Agreement, including extension periods if granted, as provided for in Article 3.

1.134 TIPPING FEE
“Tipping Fee” means the cost imposed at Disposal, Processing and or/Transfer Facility for the handling, Processing or dumping of Solid Waste Collected by CONTRACTOR.

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1.135 TIER ONE COMMERCIAL EDIBLE FOOD GENERATORS
“Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Supermarket.

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

C. Food Service Provider.

D. Food Distributor.

E. Wholesale Food Vendor.

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

1.136 TIER TWO COMMERCIAL EDIBLE FOOD GENERATORS
“Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

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

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

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

D. Large Venue.

E. Large Event.

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

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

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

1.137 TON
“Ton” or means a unit of weight equal to 2,000 pounds (907.18474 kg).

1.138 TRANSFER
“Transfer” means the act of transferring Discarded Materials Collected by CONTRACT OR from CONTRACTOR’s Collection vehicles into larger vehicles at a Transfer Facility for Transport to other Facilities for Processing or Disposing of such materials. Transfer allows for removal of materials excluded or prohibited from handling at the Transfer Facility (e.g., removal of Hazardous Waste).

1.139 TRANSFER STATION
“Transfer Station” means a facility, selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY, designed, operated and legally permitted for the purpose of receiving and transferring Solid Waste, Recyclable Materials including Green Waste and Food Waste, Bulky Items, and/or C&D Debris.

1.140 TRANSPORT or TRANSPORTATION
“Transport” or “Transportation” means the act of conveying Collected materials from one location to another.

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1.141 UNIVERSAL WASTE or U-WASTE
“Universal Waste” or “U-Waste” means all wastes defined by 22 CCR Subsections 66273.1 through 66273.9. These include, but are not limited to, batteries, fluorescent light bulbs, mercury switches, and electronic waste.

1.142 WORK DAYS
“Work Days” or “Working Days” means days on which the CONTRACTOR is required to provide regularly scheduled Collection services under this Agreement.

1.143 YARD TRIMMINGS or GREEN WASTE
“Yard Trimmings” or “Green Waste” means types of SSGCOW resulting from normal yard and landscaping installation, maintenance, or removal that the Generators Source Separate and set out in Green Containers for Collection for the purpose of Processing by the CONTRACTOR. The accepted types of Yard Trimmings and process for modifying the accepted types of Yard Trimmings are specified in Article 5.

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ARTICLE 2: REPRESENTATIONS AND WARRANTIES
The Parties, by acceptance of this Agreement, represent and warrant the conditions presented in this Article.

2.1 CONTRACTOR’S CORPORATE STATUS
The CONTRACTOR is a corporation duly organized, validly existing and in good standing under the laws of California.

It is qualified to transact business in California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement.

2.2 CONTRACTOR’S CORPORATE AUTHORIZATION
Each signatory of this Agreement represents and warrants that he or she has the full legal authority to execute and deliver the same on behalf of the Party for which the signatory is acting.

2.3 AGREEMENT WILL NOT CAUSE BREACH
To the best of the CONTRACTOR’s and the CITY’s knowledge after reasonable investigation, the execution or delivery of this Agreement or the performance by either Party of their respective obligations hereunder does not conflict with, violate, or result in a breach: (i) of any Applicable Law; or (ii) any term or condition of any judgment, order, or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which the CONTRACTOR or any other local governmental entity is a party or by which the CONTRACTOR or any of its properties or assets are bound, or constitutes a default hereunder.

2.4 NO LITIGATION
To the best of the CONTRACTOR’s knowledge after reasonable investigation, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency or instrumentality decided, pending or threatened against any party wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would:
• Materially and adversely affect the performance by the CONTRACTOR of its obligations hereunder; • Adversely affect the validity or enforceability of this Agreement; or, • Have a material adverse effect on the financial condition of the CONTRACTOR, or any sur ety or entity guaranteeing the CONTRACTOR’s performance under this Agreement.

2.5 NO ADVERSE JUDICIAL DECISIONS
To the best of the CONTRACTOR’s and the CITY’s knowledge after reasonable investigation, there is no judicial decision that would prohibit this Agreement.

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2.6 NO LEGAL CHALLENGE
CONTRACTOR understands and acknowledges that the award of this Agreement may be subject to review and repeal by the CITY’s c itizens through a referendum or similar petition, and to various types of legal and environmental challenges (such referenda, similar petition and legal and environmental challenges being referred to collectively as “Legal Challenges”). Accordingly, this Agreement shall not become effective until the Contract Administrator reasonably determines that (i) any Legal Challenges that had been initiated as of the time of such determination have been resolved in favor of the CITY’s award of this Agreement to CONTRACTOR; and (ii) the deadline to initiate any additional Legal Challenges has expired. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold the CITY, its Mayor, Council, officers, representatives, agents, employees and volunteers, harmless against any and all liability, claims, losses, damages, or expenses including reasonable attorney’s fees, arising from any Legal Challenges. In the event of any election regarding a Legal Challenge, CONTRACTOR shall reimburse CITY for its reasonable costs of doing so.

2.7 N O LEGAL PROHIBITION
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect on the date that Party signed this Agreement that would prohibit the performance of their respective obligations under this Agreement and the contemplated transactions.

2.8 CONTRACTOR’S ABILITY TO PERFORM
The CONTRACTOR warrants and guarantees that it possesses the business, professional, and technical expertise to perform all Services, obligations, and duties as described in and required by this Agreement , including all Exhibits.

The CONTRACTOR possesses the ability to secure equipment, facility, and employee resources required to perform its obligations under this Agreement.

2.9 CONTRACTOR’S INVESTIGATION
The CONTRACTOR has made an independent investigation and analysis, the results of which are satisfactory to the CONTRACTOR, of the conditions and circumstances surrounding this Agreement, its content and preparation, and the work to be performed by the CONTRACTOR under this Agreement . T his Agreement accurately and fairly represents the intentions of the CONTRACTOR, and the CONTRACTOR enters into this Agreement based on the findings of that independent investigation and analysis.

ARTICLE 3: TERM OF AGREEMENT

3.1 TERM
The T erm of this Agreement shall begin October 1, 2022, and termina te on March 30, 2029, unless sooner terminated in accordance with the terms provided herein.

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3.2 PRIOR AGREEMENT SUPERSEDED
The prior Franchise Agreement between CITY and CONTRACTOR, entered into on April 1, 2014, as amended, shall terminate upon the Effective Date of this Agreement, except as otherwise expressly provided for in the prior Agreement, and is hereby replaced by this Agreement.

ARTICLE 4: GRANT AND ACCEPTANCE OF EXCLUSIVE AGREEMENT

4.1 GRANT AND ACCEPTANCE OF EXCLUSIVE AGREEMENT
Except as otherwise provided in this Agreement, the CONTRACTOR is hereby granted, and the CONTRACTOR hereby accepts the exclusive right to provide Collection Services within the Service Area. The franchise granted to CONTRACTOR shall be for the scope of services described in this Agreement, subject to the limitations described in Article 4.2 and except where otherwise precluded by Federal, State, and local laws and regulations.

4.2 LIMITATIONS TO THE SCOPE OF EXCLUSIVE AGREEMENT
Notwithstanding any provision to the contrary contained in this Agreement, the exclusive franchise, right an d privilege to provide Solid Waste Handling Services at Premises within CITY granted to CONTRACTOR by this Agreement specifically excludes the following services, which services may be provided by Persons other than CONTRACTOR and which may be subject of other permits, licenses, franchises or agreements issued or entered by CITY:

A. The sale or donation of Recyclable Materials or Organics Materials by the Generator to any person or entity other than CONTRACTOR ; provided, however, to the extent permitted by law, if the Generator is required to pay monetary or non -monetary consideration for the Collection, transport, or Transfer of Recyclable Materials or Organics Materials the fact that the Generator receives a reduction of discount in price (or in other terms of the consideration the Generator is required to pay) shall not be considered a sale or donation. This article shall not be construed to prohibit Community Composting facilities from charging a fee for processing Organic Waste.

B. Recyclable Materials or Organics Materials which are removed from the Generator’s Premises by the Generator, and transported by such Generator (or by his or her full- time employees) to a processing or Disposal Facility, including a Community Compost ing site, in a manner consistent with all applicable laws and regulations.

C. Beverage containers delivered for Recycling under the California Beverage Container Recycling L itter Reduction Act (PRC Section 14500 et seq.).

D. SSGCOW removed from the Premises by a gardening, landscaping, or tree trimming contractor, utilizing its own equipment, as an incidental part of a total service offered by that contractor rather than as a hauling service.

E. C&D Debris removed from the Premises by a contractor, building company, janitorial service or other entity utilizing its own equipment, as an incidental part of a total service offered by that contractor.

F. Edible Food which is collected from a Generator by other person(s), such as a person from a Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery, or which is transported by the Generator to another person(s), such as a person from a Food Recovery Organization, for the purposes of Item 2C - 55

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Food Recovery, regardless of whether the Generator donates, sells, or pays a fee to the other person(s) to collect or receive the Edible Food from the Generator.

G. Food Scraps that are separated by the Generator and used by the Generator or distributed to other person(s) for lawful use as animal feed, in accordance with 14 CCR Section 18983.1(b)(7). Food Scraps intended for animal feed may be Self-Hauled by Generator or hauled by another party.

H. The Collection, Transfer, transport, Recycling, Processing, and Disposal of animal waste (excluding horse manure which is included in the scope of this Agreement) and remains from slaughterhouse or butcher shops for use as tallow. Horse manure may be Self-Hauled.

I. The Collection, Transfer, transport, Recycling, Processing, and Disposal of by-products of sewage treatment, including sludge ash, grit and screenings.

J. The Collection, Transfer, transport, Recycling, Processing, and Disposal of Hazardous Substances, Hazardous Waste, and radioactive waste regardless of its source.

K. The Collection, Transfer, transport, Recycling, Processing, and Disposal of Solid Waste by the CITY through CITY officers or employees in the normal course of their employment.

L. Solid Waste Handling Services for governmental agencies, other than the CITY, which may have facilities in the CITY, but over which the CITY has no jurisdiction in connection with the regulation of Solid Waste.

M. Solid Waste Handling Services provided by any person having a legal right to continue d oing so, pursuant to PRC Section 49520 et seq., or otherwise, so long as and to the extent such legal right continues to exist.

N. Edible Food that is collected from a Generator by other Person(s), such as a Person from a Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery; or that is transported by the Generator to another location(s), such as the location of a Food Recovery Organization, for the purposes of Food Recovery, regardless of whether the Generator donates, sells, or pays a fee to the other Person(s) to collect or receive the Edible Food from the Generator.

O. The hauling of byproducts from the processing of food or beverages and use of such material as animal feed if the byproducts originate from agricultural or industrial sources, do not include animal (including fish) processing byproducts, are Source Separated by the Generator of the byproducts, and are not discarded; and, if the use as animal feed is in accordance with 14 CCR Section 18983.1(b)(7).

4.3 EXCLUSIVITY
This Agreement is exclusive in nature, and notwithstanding Article 4.2, neither the CITY nor its residents shall make or enter into any other agreement or arrangement for the Collection , Transport, removal, Disposal , or Processing of Recyclable Materials, Organics Materials, Gray Container Waste or Bulky Items from within said CITY boundaries during the term of this Agreement, or of any extension or renewal thereof.

4.4 ENFORCEMENT OF EXCLUSIVITY
All Residential Premises, Commercial and community activities of every kind and description that generate Solid Waste and Curbside Recyclable Materials shall be required by CITY to utilize the Collection and Container Services of the CONTRACTOR provided for herein.

In the event the CONTRACTOR can produce pictorial evidence or other documentation that other Persons are servicing Collection Containers or are Collecting Recyclable Materials, Organics Materials, Gray Container Waste or Bulky Items in a manner that is not consistent with this Agreement, the CITY may, in its sole discretion, assist CONTRACTOR in the efforts of the CONTRACTOR to enforce its rights under this Agreement.

4.5 APPLICABLE LAW
This Agreement and scope of this Agreement shall be interpreted to be consistent with Applicable Law, now and Item 2C - 56

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during the Term of this Agreement. If future judicial interpretations of current law or new laws, regulations, or judicial interpretations limit the ability of the CITY to lawfully contract for the scope of services consistent with the manner and consistent with all provisions as specifically set forth herein, the CONTRACTOR agrees that the scope of this Agreement will be limited to those Services a nd materials which may be lawfully included herein and that the CITY shall not be responsible for any lost profits or losses claimed by the CONTRACTOR to arise out of limitations to the scope or provisions of this Agreement set forth herein. In such an eve nt, it shall be the responsibility of the CONTRACTOR to minimize the financial impact of such future judicial interpretations or new laws and the CONTRACTOR may meet and confer with CITY and may petition for a rate adjustment pursuant to Article 10.

4.6 OBLIGATIONS OF PARTIES
In addition to the specific performance required under this Agreement, CITY and the CONTRACTOR shall:

A. Use their reasonable efforts to enforce the exclusiveness of th is Agreement by the CONTRACTOR’s identification and documentation of violations of this Agreement and the CITY’s notification of Generators and Collection companies reasonably believed to be Collecting or allowing others to Collect Discarded Materials in a manner that is inconsistent with the terms of this Agreement.

B. Provide timely notice to one another of a perceived failure to perform any obligations under this Agreement and provide access to information demonstrating the Party’s failure to perform.

C. Provide timely access to the Contract Administrator and the CONTRACTOR’s designated representative and provide complete and timely responses to requests of the other Party.

D. Provide timely notice of matters which may affect either Party’s ability to perform under this Agreement.

ARTICLE 5: SCOPE OF COLLECTION SERVICES

5.1 SUMMARY SCOPE OF SERVICES
The CONTRACTOR or its Subcontractor(s) shall be responsible for the following:

A. Collecting Solid Waste, Recyclable Materials, Organic Materials, Bulky Items, and C&D Debris generated by and placed for Collection by Customers of the CONTRACTOR’s services and the CITY pursuant to the requirements of Article 5;
B. Transporting Collected materials to the appropriate Approved Facilities pursuant to the requirements of Article 6;
C. Performing all other services required by this Agreement including, but not limited to, Customer billing, Customer service, record keeping, and reporting pursuant to Article 8; D. Performing all public outreach and education requirements pursuant to Exhibit 3; E. Performing all monitoring and auditing requirements pursuant to Exhibit 3; F. Furnishing all labor, supervision, V ehicles, Containers, other equipment, materials, supplies, and all other items and services necessary to perform its obligations under this Agreement; G. Paying all expenses related to provision of services required by this Agreement including, but not limited to, taxes, host fees, business and any other license fees, regulatory fees (including CITY fees or similar surcharges as applicable), and utilities; paying all expenses related to the operation, Item 2C - 57

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permitting, licensing, regulatory fees for all Approved Facilities owned/operated by the CONTRACTOR or the CONTRACTOR’s Affiliate; paying for all expenses related to Changes in Law at Approved Facilities owned/operated by the CONTRACTOR or the CONTRACTOR’s Affiliate; and, paying all expenses related to any construction, any land or facility improvements, any repair and/or replacement of equipment and all other expected or unforeseen costs associated with all Approved Facilities owned/operated by the CONTRACTOR or the CONTRACTOR’s Affiliate; H. Performing or providing all services necessary to fulfill its obligations in full accordance with this Agreement at all times using best industry practice for comparable operations; and, I. Complying with all Applicable Laws.

The CONTRACTOR shall perform the work and provide the services pursuant to this Agreement in a thorough and professional manner so that the residents and businesses within the Service A rea are provided reliable, courteous, and high-quality service at all times. The enumeration and specification of particular aspects of service, labor, or equipment requirements s hall not relieve the CONTRACTOR of the duty to perform all other tasks and activities necessary to fulfill its obligations under this Agreement, regardless of whether such requirements are enumerated elsewhere in this Agreement, unless excused in accordance with Article 12.8.

The CONTRACTOR shall not knowingly deliver materials C ollected under this A greement to facilities that do not comply in all material aspects with Applicable Law. The CONTRACTOR, and not the CITY, must use reasonable efforts to assure that all Disposal, transfer, and Processing facilities to which the CONTRACTOR delivers material under this Agreement are properly permitted to receive material Collected under this Agreement, except for any other facility that the CITY directs the CONTRACTOR to use. Failure to comply with this provision may result in the CONTRACTOR being in default under this Agreement.

5.2 FACILITIES
T
he CONTRACTOR, without constraint and as a free-m
arket business decision in accepting this Agreement, agrees to use the Approved Facilities for the purposes of Processing and/or Disposing of all Source Separated Recyclable Materials, Source Separated Organics Materials, Gray Container Waste or Bulky Items, and other materials Collected in the CITY as may be designated by CITY over the Term . Such decision by the CONTRACTOR in no way constitutes a restraint of trade.

Use of CONTRACTOR -Owned Approved Facilities. If the CONTRACTOR or Affiliate owns and/or operates Approved Facility, all expenses associated with permitting, licensing, regulatory compliance, closure and post -closure, etc. and all other costs associated with the operation and ownership of the Approved Facility is the sole responsibility of the CONTRACTOR. CONTRACTOR shall observe and comply with all regulations in effect at the Approved Facility(ies) and cooperate with and take direction from the operator(s) thereof with respect to delivery of Discarded Materials.

B. Annual Notice of Facilities . Through written notice to the CITY annually on or before June 1, CONTRACTOR shall identify the facilities to which CONTRACTOR will Transport Organic Waste including facilities for Source Separated Recyclable Materials, Source Separated Organic Waste, and Source Separated Food Waste . CONTRACTOR shall actively work with the Approved Facility(ies) operator(s) throughout the Term of this Agreement to ensure that Contamination remains below the limits established by Applicable Law, including, without limitation, SB 1383.

5.3 SUBCONTRACTING
CONTRACTOR is solely responsible for management and oversight of the activities of all Subcontractors.

CONTRACTOR shall be considered to be in breach or default should the activities of any Subcontractor constitute a Item 2C - 58

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breach or event of default under this Agreement; CONTRACTOR shall to entitled to cure rights in the event of breach or default where the action is susceptible to cure.

CONTRACTOR shall not engage any Subcontractors for Collection, transportation, or Processing of Source Separated Recyclable Materials, Source Separated Organics Materials, Gray Container Waste or Bulky Items or any other service listed in Article 5.1, without the prior written consent of the Contract Administrator. If the CONTRACTOR plans to engage other affiliated or related party entities in the provision of services, the CONTRACTOR shall provide the Contract Administrator with thirty (30) days written notification of its plans and provide an explanation of any potential impacts related to the quality, timeliness, or cost of providing services under this Agreement.

CONTRACTOR shall require that all subcontractors file an insurance certificate with the CITY describing such Subcontractor’s insurance coverage, and name CITY as an additional insured. The Contract Administrator may waive or excuse these insurance requirements in its sole discretion. CONTRACTOR shall require that all Subcontractors that are Affiliates comply with all material terms of this Agreement.

5.4 RESPONSIBILITY FOR DISCARDED MATERIALS
Once Solid Waste, Recyclable Materials and Organic Materials are placed in the CONTRACTOR’s Containers and at the Collection location, the responsibility for their proper handling shall transfer directly from the Generator to the CONTRACTOR, with the exception of Excluded Waste if the CONTRACTOR can identify the Generator. Once Solid Waste, Recyclable Materials and Organic Materials are deposited by the CONTRACTOR at the appropriate Approved Facility, such materials shall become the responsibility of the owner or operator of the Approved Facility with the exception of Excluded Waste. Responsibility for Excluded Waste that has been inadvertently Collected by the CONTRACTOR shall remain with the CONTRACTOR if it cannot identify the Generator, and the CONTRACTOR shall assume all responsibility for its proper Disposal.

5.5 CITY-DIRECTED CHANGES TO SCOPE
Upon request of th e CITY, the CITY may meet and confer with the CONTRACTOR to establish the scope of any additional services or modification to existing services (which may include use of Approved Facilities), or cessation of any service to be provided under this Agreement.

CITY shall provide CONTRACTOR a written request to provide a proposal to provide such additional, modified or eliminated services. Such written request shall include a specific description and effective dat e of the additional, modified or eliminated services.

Within thirty (30) calendar days of the CITY’s written request, CONTRACTOR shall present to CITY a written proposal to provide such additional, modified or eliminated services. The CITY shall review the CONTRACTOR’s proposal for the change in scope of services.

C
ITY shall review CONTRACTOR’s proposal for the change in scope of services in a timely manner and the CITY and the CONTRACTOR shall negotiate the changes in scope and compensation in good faith and shall amend this Agreement, as appropriate, to reflect the mutually agreed -u
pon changes in scope. If City -Directed changes cause
an increase or decrease in the cost of performing services, such adjustments shall be considered as a part of the rate adjustment process for the next Rate Year.

I
f the CITY and CONTRACTOR are unable to agree on terms and conditions, including compensation adjustments, of such services within ninety (90) calendar days from CITY receipt of CONTRACTOR’s proposal for such services, the CITY may specify the compensation for the additional services. Nothing herein shall prevent the CITY from soliciting cost and operating information from other Persons in order to inform the CITY’s evaluation of CONTRACTOR’s proposal.

At any time during the Term of this Agreement, the CITY may solicit proposals from other Persons for services not Item 2C - 59

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contemplated under this Agreement. In the event that contracting with other Persons for such services will reduce CONTRACTOR’s Compensation under this Agreement, the CONTRACTOR shall be offered the opportunity to match any other Person’s proposed pricing, and retain the added scope of services. Nothing in this Agreement shall prevent the CITY from contracting with other Persons in the event that CONTRACTOR is unable or unwilling to provide such services described in CITY’S written request for CITY-directed changes to scope.

5.6 SINGLE-FAMILY DWELLING COLLECTION SERVICES
Single Family Dwelling or SFD means each Residential property, including each unit of a condominium project, duplex, triplex, townhouse, apartment building or mobile home park in which each of the P remises receives individual Solid Waste Collection Service using Carts.

CONTRACTOR shall provide a three-Container Collection program for the separate Collection of Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste as specified in this Article, using Containers that comply with the requirements of Article 7. The default Service Level will be weekly, automated Collection of three (3) 65 - gallon Carts for each curb-serviced household. Collection frequency shall be not less than once per week from Carts placed at a suitable location, which is typically on the curb, but may be in the street against the curb or in an alley.

Source Separated Recycling Carts and SSGCOW Carts shall be collected on the same day as Solid Waste carts. SFD Customers will be required to have SSGCOW Collection when services are made available by CONTRACTOR, but no later than October 1, 2022.

A. Weekly Gray Container Waste Collection. CONTRACTOR shall collect and remove Gray Container Wastes from all SFD Customers once per week from CONTRACTOR -provided Carts. CONTRACTOR will provide each SFD with a wheeled Cart for automated Collection of Solid Waste. The default Service Level will be a 65-gallon Cart Collected weekly. The CONTRACTOR shall provide a 95 - or a 35-gallon Cart as a substitute depending on the Customer’s preference and need. No discount will be given for using smaller Carts. Customers may add additional Carts as may be needed at an additional charge. Customers will be required to place the Cart(s) curbside for Collection.

B. Weekly Source Separated Recyclable Materials Collection (Blue Container) . CONTRACTOR shall provide each SFD with a wheeled Cart for automated Collection of Recyclable Materials as defined in this Agreement. The default Service Level will be a 65 -gallon Cart collected weekly. The CONTRACTOR shall provide a 95- or a 35-gallon Cart as a substitute depending on the Customer’s preference and need. No discounts will be given for using smaller Carts. Customers may request one (1) additional Recycling Cart at no additional charge, and additional Carts as may be needed at an additional charge. Customers will be required to place the Cart(s) curbside for collection.

C. Weekly Source Separated Green Container Organic Waste Collection. CONTRACTOR will provide each SFD with a wheeled Cart for automated Collection of SSGCOW. The default Service Level will be a 65 -gallon Cart collected weekly. The contractor shall provid e a 95 - or 35- gallon Cart as a substitute depending on the Customer’s preference and need. No discount will be given for using add additional Carts as may be needed at an additional charge. Customers will be required to place the Cart(s) curbside for collection. Customers shall bag Food Waste in bags allowed by the Facility and communicated by the CONTRACTOR before depositing Food Waste in Organic Waste Carts.

Customers with individual cart service in multi- dwelling complexes with space constraints, where manual service is currently provided, or as determined by the CITY and the CONTRACTOR shall be provided with a 2.5-gallon pail to collect Organic Waste.

D. SFD On-Call Bulky Item Collection. CONTRACTOR will provide on-call Collection of Bulky Items, as defined in the Agreement subject to the conditions of that program, to SFDs scheduling the service with CONTRACTOR with 48 hours’ notice , excluding week ends. Items will be collected on Customer’s regular Collection Day. CONTRACTOR will be required to separate and Recycle all commodities that can be feasibly recovered. Customers may place up to two items out for Item 2C - 60

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Collection per pick-up. Customers are entitled to the Collection of twelve (12) Bulky Items per SFD per year at no additional charge. Pick-up of more than two Bulky Items per Collection or Collections that exceed twelve (12) Bulky Items in a one (1) year period shall be subject to the charges in the approved Rate Schedule. When processing a request by a SFD Customer for an on -call Bulky Item pick-up, CONTRACTOR shall encourage the Customer to donate usable items to a community organization and shall provide Customer with contact information of potential community organization alternatives.

E. Annual Holiday Tree Recycling Collection. CONTRACTOR shall provide annual holiday tree Recycling Collection for curbside residents on their regular Collection day. Trees are to be cut into 4-foot maximum lengths with all decorations and stands removed.

5.7 MULTI-FAMILY DWELLING COLLECTION SERVICES
MFD means Residential Premises with five units or more at which Solid Waste is Collected by Bin, and not by Cart, irrespective of whether residency at that property is transient, temporary, or permanent. When discussing Solid Waste, Recycling, Green Waste, Food Waste or Organics Collection Service changes with Customers, CONTRACTOR must provide a rate schedule to Customers denoting all Service Levels and all possible frequencies of collection.

Sunday Collection will be made available as a premium service for an additional fee not to exceed the CITY-approved maximum rate in Exhibit 1 of the Agreement.

MFD Customers will be required to have Recycling and Green Waste Collection Services in addition to Solid Waste Collection Services unless they have other acceptable accommodations (e.g., landscaper removes all Green Waste, and/or customers self -haul materials). MFD Customers will be required to have Food Waste Collection or co - Collected Green Waste and Food Waste Collection when services are made available by CONTRACTOR commencing October 1, 2022 when CONTRACTOR, with CITY’S administrative assistance in enrolling customers, will begin enrolling Customers in these services.

CONTRACTOR shall allow MFD Customers to use Carts or Bins for Solid Waste Collection that are shared by the occupants of the Premises. CONTRACT OR shall provide one (1) or more Cart(s) or Bin(s) to such Customers as requested by Customer, provided that capacity shall be sufficient to provide that no Solid Waste need be placed outside the Container(s). CITY shall make final determination as to the number and size of Containers, and frequency of Collection to be provided to Customers.

CONTRACTOR shall give special consideration when determining the Collection location for Multi-Family Residential Complexes to ensure that the flow of traffic is not im peded and that it does not result in aesthetic degradation of an area. The designated Collection location, if disputed by Customer or CONTRACTOR, shall be determined by the CITY.

Additionally, if in the CITY’s opinion the location of an existing Collection location is inappropriate, CITY may require the Customer or CONTRACTOR to relocate the Collection Containers.

A. Gray Container Waste Collection. CONTRACTOR shall collect Solid Waste from MFDs as frequently as scheduled by Customer, but not less than once per week and more frequently if required to handle the waste generated at the Premises where the Bins are located. The CONTRACTOR shall provide Gray Containers as part of the Collection Service a t rates not to exceed those set forth in Exhibit 1. The size of the Container and the frequency (above the minimum) shall be determined between the Customer and the CONTRACTOR. Size and frequency shall be sufficient to provide that no Solid Waste need be pl aced outside the Container . In special circumstances, Containers with gray lids may be used for MFD Collection S ervice by special arrangement between the CONTRACTOR and Customer.

B. Source Separated Recyclable Materials Collection (Blue Container) . CONTRACTOR will provide Recycling Collection Service to all Customers requesting this service at rates not to exceed those Item 2C - 61

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set forth in Exhibit 1. Customers will have the opportunity to subscribe to the appropriate Service Level. CONTRACTOR will provide Carts with blue lids, blue Bins and roll-off boxes for Collection of Recyclable Materials. To prevent the Contamination of Recyclables, the CONTRACTOR will provide locked lids for Blue Containers, as requested by the CITY or the Customer.

C. SSGCOW Collection (Green Container). CONTRACTOR will provide wheeled Carts and Bins for the co-Collection of Green Waste and bagged Food Waste to all Customers requesting this service at rates not to exceed those set forth in Exhibit 1. Customers will have the opportunity to subscribe to the appropriate Service Level to accommodate the amount of waste material they generate.

CONTRACTOR will provide Carts with green lids, Green Carts, Green Bins, and Roll-Off boxes for co- Collection of Green Waste and Organic Materials. Collection frequency will be at least once (1) per week and up to five (5) times per week. Customers and CONTRACTOR will determine a mutually acceptable Collection location(s). Commencing October 1, 2022 CONTRACTOR, with CITY’s administrative assistance in enrolling customers, shall begin enrolling Multi- Family residential customers not currently enrolled in Green Waste Collection services, in Organic Materials Collection Services.

D. Food Waste Collection (Brown Container). CONTRACTOR will provide optional source -separated Food Waste Collection for Multi- Family complexes that do not subscribe to SSGCOW Collection.

CONTRACTOR will provide brown wheeled Carts and Bins for Collection of s ource-separated Food Waste Customers will subscribe to the appropriate Service Level. Should CONTRACTOR and Customer not agree on CONTRACTOR’s Container determination, the CITY shall make the determination. CONTRACTOR will provide Cart lids and Bins in a color that complies with SB 1383 requirements for Collection of Food Waste. 35- or 65-gallon Carts or 2-cubic yard bins will be made available for source -separated Food Waste. The Collection frequency for source -separated Food Waste will be at least once (1) per week and up to six (6) times per week. Customers and CONTRACTOR will determine a mutually acceptable Collection location(s).

E. On-Call Bulky Item Collection . CONTRACTOR shall provide Multi- Family Dwelling Customers with on-call Bulky Item pick -up in accordance with the approved Rate Schedule in Exhibit 1 . The limitations regarding Bulk y Item size and type of Bulky Item described for Residential Customer Bulky Item services in Article 5.6 shall apply to Multi-Family Dwelling Customers.

F. Annual Holiday Tree Recycling Collection. CONTRACTOR shall provide annual holiday tree Recycling Collection for residents from Solid Waste enclosures or location agreed to by CONTRACTOR and Customer. Trees are to be cut into 4-foot maximum lengths with all decorations and stands removed.

5.8 COMMERCIAL COLLECTION SERVICES
Commercial Customers include all retail, professional, office, wholesale and industrial facilities, other Commercial enterprises offering goods or services to the public; organizations; and agencies other than CITY agencies. CONTRACTOR will be required to service Carts, Bins and Drop Boxes stored in Customer’s Solid Waste enclosure or other locations as requested by Customer. When discussing Source Separated Recyclable Materials, Organic Materials, and Gray Container Waste Collection Service changes with Customers, CONTRACTOR must provide a rate schedule denoting all Service Levels and all possible frequencies of collection. Commercial Customers will be required to have Source Separated Recyclable Materials and SSGCOW Collection Services in addition to Gray Container Waste Collection Services.

A. Gray Container Waste Collection. CONTRACTOR will provide Carts with gray lids, gray Bins and/or drop boxes for Collection of Solid Waste . Customers will have the opportunity to subscribe to the appropriate Service Level. Bin and compactor services will be made available in sizes including; 2, Item 2C - 62

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3, or 4 cubic yards. Drop Box service will be made available in Containers sizes including; 10, 20, 30 and 40 cubic yards. Roll-off boxes and compactors, as provided by contractor or by Customer, shall be serviced as needed. Customers and CONTRACTOR will determine a mutually acceptable Collection Container location. Solid Waste Collection Service is mandatory for all service locations.

B. Source Separated Recyclable Materi als Collection (Blue Container). CONTRACTOR will provide Carts with blue lids, blue Carts, blue Bins and roll-off boxes for Collection of Recyclable Materials . 35-, 65-, and 95-gallon Carts with blue lids will be made available. Bin and compactor services will be made available in sizes including: 2, 3, and 4 cubic yard Bins, and 2, 3, and 4 cubic yard Customer provided compactors. Customers will be charged at rates not to exceed those set forth in Exhibit 1.

C. Organic Material s Collection (Green Container). CONTRACTOR will provide wheeled Carts with green lids and green Bins for Collection of Organics at rates not to exceed those set forth in Exhibit

1. Customers will have the opportunity to subscribe to the appropriate Service Level. CONTRACTOR will provide Carts with green lids, Green Bins, Green carts or Roll- Off boxes for co -Collection of Green Waste and bagged Food Waste . 95-gallon Carts will be made available. Bins will be made available in sizes including 2, 3, and 4 cubic yards. Collection frequency will be at least once (1) per week and up to five (5) times per week. Drop Box service will also be made available in Containers sizes including: 10, 20, 30 and 40 cubic yards. Customers and CONTRACTOR will determine a mutually acceptable Collection location. Commencing October 1, 2022, CONTRACTOR, with administrative assistance in enrolling customers shall begin enrolling commercial customers not currently enrolled in Green Waste Collection services, in Organic Materials Collection Services.

D. Food Waste Collection (Brown Container). CONTRACTOR will provide s ource-separated Food Waste Collection for restaurants, cafeterias, assisted living facilities, hospitals, supermarkets and all other Commercial Premises where food is prepared, sold and/or consumed. CONTRACTOR will provide brown wheeled Carts and Bins for Collection of source -separated Food Waste. Customers will subscribe to the appropriate Service Level. Should CONTRACTOR and Customer not agree on CONTRACTOR’s Container determination, the CITY shall make the determination. CONTRACTOR will provide Cart lids and Bins in a color that complies with SB 1383 requirements for Collection of Food Waste. 35- or 65-gallon Carts or 2-cubic yard bins will be made available for Source Separated Food Waste. The Collection frequency for Source Separated Food Waste will be at least once (1) per week and up to six (6) times per week. Customers and CONTRACTOR will determine a mutually acceptable Collection location (s). Commencing October 1, 2022 , CONTRACTOR, with CITY’s administrative assistance in enrolling customers, sha ll begin enrolling commercial customers not currently enrolled in Food Waste Collection services, in Food Waste Collection Services.

E. On-Call Bulky Item Collection . CONTRACTOR will provide on -call Collection of Bulky Items from Commercial Customers using a method suitable for the Commercial Premises and agreed upon by the Customer or property manager. CONTRACTOR will be required to separate and Recy cle all commodities that can be feasibly recovered. Commercial generators shall pay a separate fee in accordance with the maximum rate approved by the CITY.

5.9 ROLL-OFF SERVICE
CONTRACTOR shall provide exclusive permanent and temporary Roll- Off Box collection service upon request for collection of Solid Waste. When accepting an order for Roll-Off Box service, it shall be CONTRACTOR’S duty to assist Customer with arranging service that maximizes the diversion of Solid Waste from landfill Disposal.

Roll-Off Boxes shall be industry standard 10-, 20-, 30-, and 40-cubic yard Roll-Off Boxes. The provision of Compactor Roll-off Boxes, which are enclosed Containers attached to a compaction device, is not included in this Agreement, however providing collection service to such Compactor Roll-Off Boxes is included.

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Temporary Roll-Off Box service shall be prepaid or C.O.D. by credit card, check, or cash, including prepaid Tip Fees computed based upon the size of the box and the Tip Fee for the type of Solid Waste being collected: 10-cubic yard Roll-Off Box (1 0-tons), 20-cubic yard Roll- Off Box (3-tons), 30-cubic yard box (4 -tons), and 40 -cubic yard box (5 - tons).

Actual weights for permanent and temporary Roll-Off Boxes exceeding a maximum payload of 10-tons shall be subject to additional charges for off-loading, additional trips, and additional loads as provided for in the approved Rate Schedule.

5.10 C&D DEBRIS COLLECTION SERVICES
C&D Debris Collection Serv ices include the delivery, removal and Recy cling or Disposal of used or discarded materials removed from Premises during demolition, construction, repair or renovation of a structure resulting from construction, remodeling, repair or demolition operations on any Residential property, Commercial building, pavement, or other structure and such other materials as may be removed during the normal cleanup process of such construction, renovation, repair or demolition operations. C&D Debris also includes rocks, soils, tree remains and other Green Waste and Large Green Waste which results from land clearing or land development operations in preparation for construction. C&D Debris does not include Excluded Waste.

A. C&D Collection Service Requirements. CONTRACTOR shall provide C&D Debris Collection from Service Units in the Service Area and the delivery of that material to the Processing Facility, Transfer Station or Disposal Facility, as appropriate. C&D Collection Service shall be made available in Container sizes including 3, 10, 20, 30 and 40 cubic yards. Reduced pricing shall be offered for clean, Source Separated/Inert loads. Special pricing will be offered for tires.

B. Diversion Compliance. CITY’S Building Department shall advise applicants seeking to perform construction and demolition work requiring a CITY-issued permit of , and CONTRACTOR shall assist Customers in complying with, the requirements of the 2019 and 2022 California Building Standards Code, including Part 11 the California Green Building Standards Code (“CALGreen”). CITY’S Building Department and CONTRACTOR shall communicate and coordinate with each other to comply with state and local C&D Debris divers ion requirements. The CONTRACTOR shall provide the documentation to the Customer as necessary to meet the requirements of the CITY’S C&D ordinance (Chapter 6.10 of Title 6 of the CITY Code).

5.11 CITY COLLECTION SERVICES
CITY facilities will be provided all services listed as A-F below at “no charge” exclusive of C&D Debris generated from the removal, construction, remodeling or refurbishing of a CITY facility or public works project. Collections will be scheduled at a time mutually agreed upon by the CONTRACTOR and the CITY.

A. Weekly Gray Container Waste Collection. CONTRACTOR will provide wheeled Carts and Bins for Collection of Gray Container Waste. The CITY will have the opportunity to subscribe to the appropriate Service Level. Carts will be made available including 65 and 95 gallon sizes. Bins will be made available in sizes including 2, 3, and 4 cubic yards. Collection frequency will be at least once (1) per week and up to six (6) times per week. Drop Box service will be made available in Container sizes including 10, 20, 30 and 40 cubic yards.

B. Source Separated Recyclable Materials C ollection (Blue Container) . CONTRACTOR will provide Recycling Collection Service at CITY Facilities. CONTRACTOR will provide Cart s, Bins and roll- off boxes for Collection of Recyclable Materials.

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C. Organic Material s Collection (Green Container). CONTRACTOR will provide SSGCOW Collection Service at CITY Facilities. CONTRACTOR will provide Carts, Bins and Roll-Off boxes for Collection of Organic Materials (Food Waste in bags).

D. Food Waste Collection (Brown Container) . CONTRACTOR will provide Food Waste Collection Service at CITY Facilities as needed. CONTRACTOR will provide Carts, Bins and Roll -Off boxes for Collection of these Organic Materials.

E. Illegally Dumped Bulky Items . CONTRACTOR will provide on- call collection of illegally dumped Bulky Items as requested by the CITY. Upon notification by the City, CONTRACTOR shall Collect the item(s) before the end of the next Business Day.

F. CITY-Sponsored Events. CONTRACTOR will provide Solid Waste and Recycling Collection and Disposal/processing service for all CITY -sponsored events at no additional charge. CITY will be provided Solid Waste, Recycling, Green Waste and Food Waste capacity at the appropriate Service Levels for each venue or event, as determined by CITY. When req uested by event organizers and approved by the Contract Administrator, the CONTRACTOR will provide Collection Service for Source Separated Recyclable Materials, SSGCOW, Food Waste , and Gray Container Waste , and special event boxes and liners. Available Cart sizes include 35, 65 and 95 gallons, except Food Waste which is restricted to 35- or 65-gallon Carts. Available Bin sizes include 2, 3, or 4 cubic yards, except Food Waste, which is restricted to 2-cubic yard Bins. Available Roll-Off Box sizes include 10, 20, 30 and 40 cubic yards. Collection frequency will be provided as needed by CITY . CONTRACTOR shall provide staffing, when necessary, to help educate members of the public and ensure appropriate materials management. The CITY may require a post-event report including the tons disposed and Diverted. Events for which services are anticipated to be provided include, but are not limited to the events in Exhibit 5.

CITY reserves the right to add, eliminate or replace events.

G. On-Call Bulky Item Col lection. CONTRACTOR will provide on -call Collection of Bulky Items from CITY Facilities using a method suitable for the Facility and agreed upon by the CITY. CONTRACTOR will be required to separate and Recycle all commodities that can be feasibly recovered.

5.12 SERVICE EXCEPTIONS
A. Waste Not Properly Placed in Containers. CONTRACTOR shall not be required to collect any Solid Waste that is not placed inside a Residential Container with lid closed, or that has been compacted or otherwise placed, kept, or accumulated in a manner that the Solid Waste will not, of its own weight, fall out of the Residential Container in which it is placed inwhen such Residential Container is turned upside down. In such circums tances, CONTRACTOR shall complete and leave a Non - Collection Notice securely attached to any adjacent Residential Container of Customer. The use of permanent stickers to affix a Non-Collection Notice will not be allowed.

B. Unsafe Container Location. CONTRACTOR shall provide Collection Services for all properly placed Bins or Residential Containers except that CONTRACTOR shall not be required to collect any Solid Waste or Recyclable Materials from any Bin or Residential Container which is placed in a manner which would otherwise preclude the safe pickup thereof. CONTRACTOR shall complete and leave a Non-Collection Notice securely attached to such improperly placed Bin or Residential Container.

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The use of permanent stickers to affix a Non- Collection Notice will not be allowed.

C. Unsafe Conditions. If CONTRACTOR determines that any condition at or near any collection location presents a health or safety threat to CONTRACTOR’s employees, CONTRACTOR shall immediately notify the CITY Representative thereof. Upon City authorization, the CONTRACTOR may discontinue collection for any such location until the safety hazard is eliminated. CONTRACTOR shall complete and leave a Non- Collection Notice securely attached to Customers’ Bin or on the door to the Customer’s Premises. The use of per manent stickers to affix a Non- Collection Notice will not be allowed.

D. Unsafe Waste. If CONTRACTOR determines that a Bin contains Hazardous Waste or other materials that present a health or safety threat to CONTRACTOR’S employees, CONTRACTOR may refuse to collect such Bin and CONTRACTOR shall notify the CITY’s Fire Department immediately.

CONTRACTOR shall further notify CITY of this fact in its monthly report prepared pursuant to Article

8.6. E. Inadequate Subscriptions. CONTRACTOR shall collect all Solid Waste in Containers regardless of whether such waste is in excess of the volume of waste subscribed to by the Customer.

CONTRACTOR shall complete the disposal of all such Solid Waste in accordance with Article 7.5.B.7 and leave a Notice of Excess Waste and Extra Charge securely attached to Customer’s Container or on the door to Customer’s Premises and may charge the Customer an additional fee or charge for such excess as provided in Exhibit 1. The use of permanent stickers to affix a Notice of Excess Waste and Extra Charge will not be allowed.

5.13 PUBLIC EDUCATION AND OUTREACH
Public education activities will be conducted by the CONTRACTOR as described in Exhibit 3 of this Agreement.

5.14 SPECIAL SERVICES
A. Bulk Cardboard Drop-Off. CONTRACTOR shall accept bulk cardboard for drop-off by residents and businesses at its Facility between the hours of 8:00 A.M. and 3:00 P.M. on non-holiday weekdays.

B. Special Wastes. CONTRACTOR shall devote a webpage on its website to providing information about proper disposal of special wastes including Home-Generated Sharps, Prescription Medication, Electronic Waste, Household Hazardous Waste, and Non-Automotive Batteries.

C. Home-Generated Sharps Disposal

1. Home-Generated Sharps. Home-Generated Sharps means hypodermic needles, syringes, lancets, and pen needles.

2. Webpage. CONTRACTOR’s Special Waste webpage shall provide information on the proper disposal of Home -Generated Sharps including the name, address, and phone number of pharmacies in CITY that accept properly contained sharps for disposal.

3. Sharps Containers. At its office, CONTRACTOR shall provide sharps disposal containers free-of- charge for pick -up by CITY Residents for delivery of filled and properly sealed containers by Customer to County’s HHW Facility in CITY or other proper Disposal Facility.

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4. Reporting. CONTRACTOR shall include in its monthly report the number of sharps containers distributed.

D. Home Electronic Waste Drop- Off. Un til it becomes unmanageable because of abuse or indiscriminate dumping, CONTRACTOR shall accept Electronic Waste for drop-off by Residents and businesses at no charge at its Facility between the hours of 8:00 A.M. and 3:00 P.M. on non-holiday weekdays.

1. Reporting. CONTRACTOR shall include in its monthly report the number of drop -off visits and quantity of Electronic Waste items dropped-off at CONTRACTOR’s Facility.

ARTICLE 6: PROCESSING AND DISPOSAL REQUIREMENTS

6.1 TRANSPORTATION OF DISCARDED MATERIALS
The CONTRACTOR shall transport all Discarded Materials Collected to the designated Transfer Station, MRF, Organic Materials Processing Facility or Disposal Facility. The CONTRACTOR agrees to make all reasonable efforts to separate Recyclable Materials from Solid Waste for Diversion from Landfill Disposal. The CONTRACTOR shall maintain accurate records of the quantities of Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste transported to the Transfer Station, MRF, Organic Materials Processing Facility or Disposal Facility and will cooperate with the CITY in any audits or investigations of such quantities. The CONTRACTOR shall cooperate with the operator of any Transfer Station, MRF, Organic Materials Processing Facility or Disposal Facility with regard to operations therein.

6.2 TRANSFER OF DISCARDED MATERIALS
The CONTRACTOR may deliver Solid Waste Collected to a Designated Facility or a permitted Transfer Station. All expenses related to the Solid Waste that has been transferred or delivered to a Transfer Facility or a Designated Facility after it has been delivered by the CONTRACTOR are the sole responsibility of the F acility owner. If the CONTRACTOR or Affiliate owns and/or operates the Transfer Station, all expenses associated with permitting, regulatory compliance, etc. and all other costs associated with the operation and ownership of the Transfer Station is the sole responsibility of the CONTRACTOR. Any request to adjust the CONTRACTOR’s rates shall be done in accordance with Article 10.

6.3 DISPOSAL
The CONTRACTOR shall dispose of Solid Waste Collected, but not sent to a designated Transfer Station, MRF or Organic Materials Processing Facility at the designated Disposal Facility. The designated Disposal Facility is listed in Exhibit 5. All expenses related to the Disposal of Solid Waste will be the sole responsibility of the CONTRACTOR. All expenses associated with the operation and ownership of the Disposal Facility is the sole responsibility of the CONTRACTOR. Any request to adjust the CONTRACTOR’s rates shall be done in accordance with Article 10.

6.4 SOURCE SEPARATED RECYCLABLE MATERIALS PROCESSING SERVICES The CONTRACTOR shall deliver all Collected Recyclable Materials to a fully permitted Source Separated Recyclable Material Processing Facility or a fully permitted Transfer Station. The designated Processing Facility is listed in Exhibit 5. All expenses related to Source Separated Recyclable Material Processing and marketing will be the sole responsibility of the CONTRACTOR. The CONTRACTOR shall ensure that the Recyclable Materials Collected pursuant to this Agreement is diverted from, and not disposed of in , a landfill, except as Residue resulting from Processing.

Any request to adjust the CONTRACTOR’s rates shall be done in accordance with Article 10.

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6.5 ORGANIC MATERIALS PROCESSING SERVICES
The CONTRACTOR shall deliver all Collected Organic Material s to a fully permitted Organic Materials Processing Facility or a fully permitted Organic Materials Transfer Station. The designated Processing Facility is listed in Exhibit

5. All expenses related to Organic Materials Processing and marketing will be the sole responsibility of the CONTRACTOR. Any request to adjust the CONTRACTOR’s rates shall be done in accordance with Article 10.

To the extent it is within the CONTRACTOR’s control, CONTRACTOR shall ensure that all Organic Materials Collected pursuant to this Agreement is diverted from and not disposed of in the Landfill except as a Residue resulting from Processing or Organic Materials loads rejected by the Processing Facility operator or Organic Materials loads not delivered to the Processing facility by CONTRACTOR due to the presence of excessive contamination rendering the Organic Waste load unfit for processing. Organic Waste Material loads rejected by the Processing Facility operator or not delivered to the Processing facility due to excessive contamination shall be reported to CITY together with information regarding the source or route from which it originated. Failure to do so places the CONTRACTOR in default. The CITY has the option, but not obligation, to direct the CONTRACTOR where to deliver the material.

A. Status of Organic Materials Processing Facility. The Organic Materials Processing Facility in Exhibit 5 utilized by the CONTRACTOR shall be designed and constructed in accordance with Applicable Laws. Any such Organic Materials Processing Facility shall have been issued all permits from federal, State, regional, county and city agencies necessary for it to accept the CITY’s Organic Materials and be in full regulatory compliance with all such permits.

6.6 BULKY ITEM SERVICES
A. Bulky Waste Containing Freon. In the event CONTRACTOR Collects Bulky Waste that contains Freon, CONTRACTOR shall handle such Bulky Waste in a manner such that the Bulky Waste is not subject to regulation as Hazardous Waste under applicable state and federal laws or regulations.

B. Maximum Reuse and Recycling. CONTRACTOR shall make reasonable efforts to Recycle appliances, unpainted/untreated wood waste, and yard waste.

CONTRACTOR shall not be required to Recycle furniture or to disassemble Bulky Items for recycling.

CONTRACTOR shall record by weight (in tons) the Solid Waste Collected under this Article and shall record the weights (in tons) of Solid Waste if diverted, if any, from the Landfill through Recycling, reuse, or other means of diversion.

C. CITY Direction of Bulky Waste. CITY reserves the right to direct CONTRACTOR to take Bulky Waste Collected pursuant to this Article to a designated site or sites within City for the purpose of permitting persons who will reuse or Recycle such Bulky Waste to obtain the Bulky Waste at no cost. CONTRACTOR shall have no obligation to dispose of the Bulky Waste remaining at the directed site or sites after reusers or Recyclers have removed reusable or Recyclable Bulky Waste.

ARTICLE 7: STANDARD OF PERFORMANCE

7.1 GENERAL
The CONTRACTOR shall at all times comply with Applicable Laws and provide services in a manner that is safe to the public and the CONTRACTOR’s employees. Except to the extent that a higher performance standard is specified in this Agreement, the CONTRACTOR shall perform services in accordance with Solid Waste, Recyclable Materials and Organic Materials management practices common to the Coachella Valley area in California.

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7.2 CONTRACTOR’S OFFICE
CONTRACTOR shall maintain an office located within CITY Service Area publicly accessible 8:00 a.m. to 5:00 p.m., Monday through Friday, except for Holidays as defined in Article 7.11 of this Agreement. On Saturday’s when collections are performed as a result of a Holiday delay, the office shall be staffed from 8:00 a.m. until Noon.

CONTRACTOR’S office shall be staffed by trained and experienced customer service representatives (“CSRs”) and equipped with telephone system adequate for all incoming Customer Se rvice-related calls received during normal business hours can be answered in person or by a recording device.

Office hours may be adjusted by CONTRACTOR only after approval of CITY and appropriate prior notification is provided to all Customers.

7.3 SERVICE STANDARDS
The CONTRACTOR shall perform all Collection Services under this Agreement in a thorough and professional manner. Except for incidents of Excuse from Performance set forth in Article 12. 8 herein, Collection Services described in this Agreement shall be performed regardless of difficulty of Collection.

7.4 COLLECTION ROUTES, OPERATING HOURS AND SCHEDULES
A. Collection Routes . During the T erm of this Agreement, the CONTRACTOR shall prepare and maintain maps precisely defining Collection routes, together with the days and the times at which Collection shall regularly commence. Such maps shall be made available to the CITY for review upon request by the Contract Administrator.

B. Subsequent Collection Route Changes. In the event of a route change which will change the Collection day for an SFD Service Unit, the CONTRACTOR shall request approval from the Contract Administrator not less than thirty (45) days before the proposed date o f implementation. The CONTRACTOR shall notify those Service Recipients in writing of an approved route change not less than thirty (30) days before the proposed date of implementation.

C. Hours of Collection. Unless otherwise authorized by the Contract Administrator, the CONTRACTOR’s days and hours for the Collection operations shall be as follows:

1. Monday-Saturday. CONTRACTOR shall provide Collection Services between 7:00 a.m. and 6:00 p.m., except as follows:
• Collection Services at all schools may begin at 6:00 a.m. • Commercial and Industrial Collection Services may begin at 6:00 a.m. in collection areas that do not border Res idential areas or where there are mixed commercial and residential use properties. Exceptions shall be affected only upon the mutual agreement between CITY and CONTRACTOR.
• Collection Services at Commercial and Industrial Premises in the downtown corridor may begin at 6:00 a.m. on days that a street closure will be in effect before 1:00 p.m. for special events, construction activities and rights-of-way maintenance activities. • All Collection Services may begin at 6:00 a.m. during the period between the Monday following Memorial Day and the Saturday following Labor Day.

2. No Sunday Pickup. Contractor shall not perform scheduled Collection Services on Sunday, except for Special Events and emergencies as determined by the City Manager.

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7.5 COLLECTION STANDARDS
A. Manner of Collection. The CONTRACTOR shall provide Collection Service with as little disturbance as possible and shall leave any Cart or Bin in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes.

The CONTRACTOR, at the request of Customers, may provide special services including: (i) unlocking Containers; (ii) accessing Container enclosures with a key; or, (iii) pulling or pushing Containers to the Collection vehicle. The CONTRACTOR may charge Customers for extra services at rates not to exceed at the maximum approved rates set forth in Exhibit 1 of this Agreement.

B. Litter Abatement and Spill Prevention. The CONTRACTOR shall not litter P remises in the process of providing Collection Services or while its V ehicles are on the road. The CONTRACTOR shall transport all materials Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from the CONTRACTOR’s vehicle. The CONTRACTOR shall exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of any material and shall immediately, at the time of occurrence, clean up such spilled or dropped materials.

1. The CONTRACTOR shall clean up any materials that are spilled or scattered by the CONTRACTOR or its employees.

2. The CONTRACTOR shall not be responsible for cleaning up unsanitary conditions caused by the carelessness of the Service Recipient; however, if an enclosure contains spilled or dropped materials and the materials impede service delivery (e.g., the CONTRACTOR’S ability to roll out the Bin for service) the CONTRACTOR shall document the incident with photographs and not ify the Customer. If, at the next service, the spilled or dropped materials are not cleaned up so as to not impede service delivery, the CONTRACTOR shall clean up the enclosure at a rate not to exceed the maximum rates approved by the CITY in Exhibit 1.

3. Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from the CONTRACTOR’s operations or equipment repair shall be covered immediately with an absorptive material and removed from the street surface. When necessary , the CONTRACTOR shall apply a suitable cleaning agent to the street surface to provide adequate cleaning. To facilitate such clean-up, the CONTRACTOR’s Vehicles shall at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel.

4. The CONTRACTOR shall not transfer loads from one vehicle to another on any public street, unless it is necessary to do so because of mechanical failure, hot load (combustion of material in the truck), or accidental damage to a vehicle.

5. The above paragraphs notwithstanding, the CONTRACTOR shall clean up any spillage or litter caused by the CONTRACTOR within one (1) hour upon notice from the CITY.

6. In the event where damage to the CITY Streets is the result of a hydraulic oil spill caused by the CONTRACTOR, the CONTRACTOR shall be responsible for all repairs to return the street to the same condition prior to the spill. The CONTRACTOR shall notify the CITY within one (1) hour of such damage. The CONTRACTOR shall also be responsible for all clean -up activities related to the spill including placement of absorbent, and application of cleaning agent or notification of CONTRACTOR’S cleaning company. Repairs and clean -up shall be performed in a manner satisfactory to the Contract Administrator and at no cost to the CITY.

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7. Customers that regularly produce more Solid Waste than their current subscription service can accommodate may have their Service Level increased in accordance with the following procedure:
a. First Incident in Three-Month Period
If more Solid Waste is placed for Collection than can be accommodated in a Container (Cart, Bin or Roll-Off Box), filled level full, with lids closed, if so equipped, CONTRACTOR shall photograph the overflowing Container, collect the Solid W aste, and send to the Customer (at both the service and billing addresses) the photograph and a letter instructing that the next instance of an overflowing Container may result in a charge, and possibly in an increase in the Service Level subscription. CONTRACTOR may charge the Customer the Container Overage Fee included in the approved Rate Schedule in Exhibit 1. If the Container overflowed sufficiently to require the driver to leave the collection vehicle to clean around the Contain er, CONTRACTOR may charge the Container Overage Clean-Up Fee in the approved Rate Schedule. b. Second Incident in a Three-Month Period
CONTRACTOR shall notify CITY of any notifications to Customers after the first notification. Upon the second event of an overfilled Container in a three-month period, CONTRACTOR shall photograph the overflowing Container, collect the Solid waste, and send to the Customer the photograph and a letter instructing that a third incident in that same three-month period may result in an increase in the service subscription. If the Conta iner overflowed sufficiently to require the driver to leave the collection vehicle to clean around the Container, Contractor may charge the Container Overage Clean-Up Fee in the approved Rate Schedule. If Solid Waste was left beside a Container for collection, Contractor may charge the Container overage fee in the approved Rate Schedule.
c. Third Incident in a Three-Month Period
Upon the third event of an overfilled Container in a three-month period, CONTRACTOR shall photograph the overflowing Container, co llect the Solid waste, and send to the Customer the photograph and a letter notifying Customer of an increase in the Service Level subscription. If the Container overflowed sufficiently to require the driver to leave the Collection V ehicle to clean around the Container, CONTRACTOR may charge the Container Overage Clean -Up Fee in the approved Rate Schedule in Exhibit 1. If Solid Waste was left beside a Container for collection, CONTRACTOR may charge the Container overage fee in the approved Rate Schedule.

In the event that these procedures give rise to a dispute between CONTRACTOR and a Customer, CITY shall settle the dispute.

7.6 OWNERSHIP OF MATERIALS
A. Title to Source Separated Recyclable Materials, Organic Materials, and Gray Container Waste, Bulky Items, and Construction and Demolition Debris shall pass to the CONTRACTOR at such time as said materials are properly containerized, bagged, or bundled and placed at the curb or other point of Collection in the manner as set forth herein or as agreed to by the CONTRACTOR and the Customer.

If materials are placed out for Collection without being properly containerized, bagged, or bundled, title shall pass to the CONTRACTOR at the time the material is placed in the CONTRACTOR’s Collection vehicle. If Collected materials are delivered to a Transfer Station, Materials Recovery Facility, or Organic Materials Processing Facility other than one operated by the CONTRACTOR, then Item 2C - 71

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title will again transfer from the CONTRACTOR to the operator of the non -CONTRACTOR Transfer Station, Materials Recovery Facility, or Organic Materials Processing Facility upon such delivery.

B. Title to material Collected as part of a CITY Clean-up Service or Special Event Collection Service shall pass to the CONTRACTOR at the time the material is placed in the Collection Container provided by the CONTRACTOR or the CONTRACTOR’s Collection vehicle if no Containers are provided by the CONTRACTOR. If Collected materials are delivered to a Transfer Station, Processing Facility, or Organic Waste Processing Facility other than one operated by the CONTRACTOR, then title will transfer from the CONTRACTOR to the operator of the non -CONTRACTOR Transfer Station, Processing Facility or Organic Materials Processing Facility upon such delivery.

C. The CITY and the CONTRACTOR understand and agree that CONTRACTOR shall have the right to retain, Recycle, Process, Dispose of, and otherwise use Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste Collected pursuant to the terms hereof in any lawful fashion or for any lawful purpose; and, further, shall have the right to retain any benefit resulting from its right to retain, Recycle, Process, Dispose of, or reuse the Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste which it collects.

7.7 EXCLUDED WASTE
A. Inspection Program and Training. The CONTRACTOR shall develop a load inspection program that

includes the following components: (i) personnel and training; (ii) load checking activities; (iii) management of wastes; and, (iv) record keeping and emergency procedures.

The CONTRACTOR’s load checking personnel, including its Collection vehicle drivers, shall be trained in:
(i) the effects of Hazardous Substances on human health and the environment; (ii) identification of prohibited materials; and, (iii) emergency notification and response procedures. Collection vehicle drivers shall inspect Containers before Collection when practical.

B
. Response to Excluded Waste Identified During Collection. If the CONTRACTOR determines that material placed in any Container for Collection is Excluded Waste or presents a hazard to the CONTRACTOR’s employees, the CONTRACTOR shall have the right to refuse to accept such material.

The Generator shall be contacted by the CONTRACTOR and requested to arrange proper Disposal.

If the Generator cannot be reached immediately, the CONTRACTOR shall, before leaving the Premises, leave a tag at least two (2) inches by six (6) inches in size, which indicates the reason for refusing to Collect the material and lists the phone number of the County of Riverside Department of Environmental Health Hazardous Materials Branch . Under no circumstances shall CONTRACTOR’s employees knowingly Collect Excluded Waste or remove unsafe or poorly containerized Excluded Waste from a Collection Container. T he tag that will be used to notice Customers of reason for non
-C
ollection shall be reviewed and approved by the Contract Administrator. If Excluded Waste is found in a Collection Container or Collection area that could possibly result in imminent danger to people or property, the CONTRACTOR shall immediately notify the Fire Department. If Excluded Waste is found in a Collection Container that poses an imminent danger to people or property, the CONTRACTOR shall immediately notify the appropriate Fire Department and/or other emergency services departments as appropriate, as well as the CITY.

C
. Response to Excluded Waste Identified at Disposal or Processing Facility. Materials Collected by the CONTRACTOR will be delivered to the Approved Facilities for purposes of Processing or Disposal.

In the event that load checkers and/or equipment operators at such facility identify Excluded Waste and remove Excluded Waste from shipments from the CONTRACTOR, the CONTRACTOR shall arrange for removal of the Excluded Wastes at its cost by permitted haulers in accordance with Item 2C - 72

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Applicable Laws and regulatory requirements. The CONTRACTOR may at its sole expense attempt to identify and recover the cost of Disposal from the Generator. If the Generator can be successfully identified, the cost of this effort, as well as the cost of Disposal shall be chargeable to the Generator.

7.8 REGULATIONS AND RECORD KEEPING
The CONTRACTOR shall comply with emergency notification procedures required by Applicable Laws and regulatory requirements. All records required by laws and regulations shall be maintained at the CONTRACTOR’s Facility.

7.9 VEHICLE REQUIREMENTS
A. General Provisions. The CONTRACTOR shall provide a fleet of new Collection Vehicles sufficient in number and capacity to efficiently perform the work required by this Agreement in strict accordance with its terms. All such Vehicles shall have watertight bodies designed to prevent leakage, spillage, or overflow. Hoppers shall be enclosed on top and on all sides to prevent material from leaking, blowing or falling from the Vehicles. Each Collection vehicle shall be equipped with a shovel and broom for clean-up of spillage. Collection Vehicles shall never be loaded to exceed the manufacturer’s recommended weight limit or otherwise operated unsafely or in violation of any Applicable Law.

B. Safety Markings. All Collection equipment used by the CONTRACTOR shall have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety markings shall be in accordance with the requirements of the CITY, as may be amended from time to time.

C. Vehicle Signage and Painting. Collection Vehicles shall be painted and numbered uniquely without repetition and shall have the CONTRACTOR’s name, the CONTRACTOR’s Customer service telephone number, and the number of the vehicle painted in letters of contrasting color, at least six (6) inches high, on each side and the rear of each vehicle. No advertising shall be permitted other than the name of the CONTRACTOR except promotional advertisement o f environmental messaging, the Recyclable Materials and Organic Materials programs or such other signage as may be approved by the Contract Administrator in writing. The CONTRACTOR shall repaint all Vehicles (including vehicle striping if appropriate) during the Term of this Agreement upon request of the CITY and as necessary to maintain a positive public image.

D. Vehicle Maintenance. The CONTRACTOR 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 properly maintained. The CONTRACTOR shall wash all Collection Vehicles at least once a week. The CITY reserves the right to require CONTACTOR to submit weekly washing logs.

The CONTRACTOR shall inspect each vehicle daily to ensure that all equipment is operating properly. Vehicles that are not operating properly shall be taken out of service until they are repaired and operate properly. The CONTRACTOR shall repair, or arrange for the repair of, all of its Vehicles and equipment for which repairs are needed because of accident, breakdown or any other cause so as to maintain all equipment in a safe and operable condition. The Contract Administrator may inspect Vehicles at any reasonable time, and within three (3) calendar days of such a request, to determine compliance with this Agreement and sanitation requirements.

E. Vehicle Noise Level. All Collection operations shall be conducted as quietly as possible and shall conform to applicable Federal, State, County, and the CITY noise level regulations. The CITY may request the CONTRACTOR to check any piece of equipment for conformance with the n oise limits when reasonable to do so.

F. Vehicle and Equipment Inventory. On or before the Effective Date of this Agreement, the CONTRACTOR shall provide to the Contract Administrator an inventory of Collection Vehicles and Item 2C - 73

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major equipment used by the CONTRACTOR for Collection or transportation in performance of services under this Agreement. The inventory shall indicate each Collection vehicle by identification number, the California Department of Motor Vehicles (DMV) license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the date of acquisition, and the maintenance and rebuilt status. The CONTRACTOR shall submit to the Contract Administrator an updated inventory including all of the information required above in each annual report, or more often at the request of the CITY. Each vehicle inventory shall be accompanied by a certification signed by the CONTRACTOR that all Collection Vehicles meet the requirements of this Article.

G. Vehicle Registration, Licensing and Inspection. CONTRACTOR shall maintain documentation to verify that each of the CONTRACTOR’s Collection Vehicles are in compliance with all registration, licensing and inspection requirements of the Californ ia Highway Patrol, the DMV , and any other Applicable Laws or regulations. Upon written request by the Contract Administrator, copies of such documentation shall be provided to the CITY within ten (10) Business Days of the request.

H. Reserve Equipment. The CONTRACTOR shall have available to it, at all times, a reasonable number of reserve Collection equipment which can, to the extent needed to complete the Collection route, be dispatched within one (1) hour of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by the CONTRACTOR to perform the contractual duties.

I. Covering of Loads. All loads not in covered body trucks shall be tarped or restrained to prevent spilling.

J. Weight Restrictions. The CONTRACTOR shall not load Vehicles in excess of the manufacturer’s recommendations or limitations imposed by State or local weight restrictions on Vehicles. The CONTRACTOR acknowledges that the CITY may document compliance with this provi sion of this Agreement through review of scale tickets and records of the Transfer Station, MRF, Organic Materials Processing Facility and Disposal Facility.

K. Alternative Fuel Vehicles. All Collection Vehicles (including all side loaders, rear loaders, front loaders, Roll- Off, and any other types of vehicles) shall operate in full compliance with the requirements of the California Air Resources Board and the South Coast Air Quality Management District’s rules a nd regulations including Rule 1193. Route supervisor’s vehicles and all other ancillary vehicles that will operate on a routine basis in the CITY shall comply with all Applicable Laws, rules, and regulations, including but not limited to the California Air Resources Board and South Coast Air Quality Management District regulations.

7.10 CONTAINER REQUIREMENTS
A. SFD Carts. The Carts shall be of the proper color with identification of purpose and labeling complying with the requirements of SB 1383.

B. Purchase and Distribution of Carts and Bins. The CONTRACTOR shall be responsible for the purchase and distribution of fully assembled and functional Carts and Bins to Service Units in the Service Area. The CONTRACTOR shall also distribute Carts and Bins to new Service Units that are added to the CONTRACTOR’s Service Area during the T erm of this Agreement within three (3) Business Days of receipt of notification from the CITY or the Service Unit . Containers shall be designed and constructed to be watertight and prevent the leakage of liquids. All Containers shall display the CONTRACTOR’s name, local telephone number, and some identifying inventory or serial number.

C. Cart Labels. In the interest of creating effective and consistent public education and outreach, CONTRACTOR shall utilize its Containers to reinforce public education messages. All Solid Waste Container lids shall be black in color. All Recyclable Materials Container lids shall be blue in color.

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All Organics Materials Container lids shall be green in color for mixed organic waste or brown in color for food waste. The body of the Carts for all materials types shall be a uniform color selected by the CONTRACTOR for CITY approval. The CITY reserves the right to reject the CONTRACTOR’S choice of cart body color. CONTRACTOR’s Containers shall also be labeled with a list of accepted materials and a list of prohibited materials in both English and Spanish. The CITY reserves the right to review and approve materials (e.g., labels) prior to the placement of any orders.

D. SB 1383 Requirements. CITY acknowledges that existing Carts provided to Customers may not meet the requirements of SB 1383 for color and labeling, and City hereby authorizes CONTRACTOR to transition from non-compliant to compliant Carts as part of ongoing replacement of aged-out Carts as provided for by CalRecycle regulations. For Carts already in service, CONTRACTOR shall affix compliant sticker labels before January 1, 2023, or as soon as practicable. Cart Customers without an Organics Waste Recycling Cart shall be provided a Cart with compliant labeling effective by January 1, 2023.

E. Replacement of Carts and Bins.

1. The CONTRACTOR’s employees shall take care to prevent damage to Carts or Bins by unnecessary rough treatment . However, any Cart or Bin damaged by the CONTRACTOR shall be replaced by the CONTRACTOR, at the CONTRACTOR’s expense, within five (5) Business Days after notification by the CITY or the Service Recipient, at no cost or inconvenience to the Service Recipient or to the CITY.

2. Upon notification to the CONTRACTOR by the CITY or a Service Recipient that the Service Recipient’s Cart(s) or Bin(s) are faulty or have worn out or have been stolen or damaged beyond repair through no fault of the Service Recipient, the CONTRACTOR shall deliver a replacement Cart(s) or Bin(s) to such Service Recipient within five (5) Business Days. There shall be no charge to the Service Recipient for the delivery or replacement of the Cart(s) or Bin(s).

In those instances where the CONTRACTOR can demonstrate that a Cart(s) or Bin(s) was damaged or stolen as the result or product of negligence on the part of the Service Recipient, the CONTRACTOR shall be entitled to bill the Service Recipient the cost of the Cart(s) or Bin(s) plus the delivery charge in an amount not to exceed the applicable maximum approved rates set forth in Exhibit 1 to this Agreement.

3. The CONTRACTOR shall maintain records documenting all Cart and Bin replacements occurring on a monthly basis . Such information shall be provided to the Contract Administrator upon written request.

F. Repair of Carts and Bins. The CONTRACTOR shall be responsible for repair of Carts and Bins in the Service Area including but not be limited to, hinged lids, wheels and axles. Within five (5) Business Days of notification by the CITY or a Service Recipient of the need for such repairs, the CONTRACTOR shall repair the C art or Bin, or if necessary, remove the Cart or Bin for repairs and deliver a replacement Cart or Bin to the Service Recipient. CONTRACTOR shall be responsible for graffiti removal on any Cart or Bin within five (5) business day at no additional charge to the Customer or to CITY.

G. Cart or Bin Exchange. Upon notification to the CONTRACTOR by the CITY or a Service Recipient that a change in the size or number of Carts or Bins is required, or determination by CONTRACTOR that such a change is required, the CONTR ACTOR shall deliver such Carts or Bins to such Service Recipient no later than the Service Recipient’s next regularly scheduled Collection Day . Each SFD Service Unit shall be entitled to receive one (1) free Solid Waste Cart exchange; one (1) free Item 2C - 75

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Recycling Cart exchange; and one (1) free Organic Materials Cart exchange per Rate Year during the Term of this Agreement. Each MFD, Commercial or CITY Service Unit shall be entitled to receive one (1) free Solid Waste Cart or Bin exchange, and to the extent such Carts or Bins are provided by the CONTRACTOR under the terms of this Agreement, one (1) free Recycling Cart or Bin exchange, one (1) free Organics Material Cart or Bin exchange per Rate Year during the Term of this Agreement.

Accordingly, the CONTRACTOR sh all be entitled to charge for exchanges in excess of the limit set forth above per Rate Year, at a rate not exceeding the “Cart or Bin Exchange” maximum approved rate as set forth in Exhibit 1, as adjusted under the terms of this Agreement.

H. Additional Gray Container Waste Capacity. Upon notification to the CONTRACTOR by the CITY or a Service Recipient that additional Gray Container Waste capacity is requested, the CONTRACTOR shall comply by delivering a larger Cart, an additional Cart, larger Bin or an additional Bin, to such Service Recipient no later than the Service Recipient’s next regularly scheduled Collection Day. The CONTRACTOR shall be entitled to charge for the cost of the additional Solid Waste capacity in an amount not exceeding th e applicable maximum approved rate for the larger capacity or Additional Cart or Bin as set forth in Exhibit 1, as adjusted under the terms of this Agreement.

I. Additional Source Separated Recyclable Materials Capacity. The CONTRACTOR shall provide one additional Blue Carts to SFD Service Units requesting an additional Cart no later than the Service Recipient’s next regularly scheduled Collection Day provided that the additional capacity is used by the SFD Service Unit for the purposes of setting out additional Recyclable Materials that are generated by and at the SFD Service Unit for regular weekly Source Separated Recyclable Material Collection Service. The CONTRACTOR shall be entitled to charge for any additional Blue Carts or a fee as set forth set forth in Exhibit 1, and as adjusted under the terms of this Agreement.

J. Additional SSGCOW Capacity. The CONTRACTOR shall provide additional Green Carts to SFD Service Units requesting an additional Cart no later than the Service Recipient’s next regularly scheduled Collection Day of the request at no additional cost provided that the additional capacity is used by the SFD Service Unit for the purposes of setting out additional SSGCOW that are generated by and at the SFD Service Unit for regular weekly SSGCOW Collection Service. The CONTRACTOR shall be entitled to charge extra for any additional Green Carts beyond the first additional Cart for a fee as set forth set forth in Exhibit 1, as adjusted under the terms of this Agreement.

K. Ownership of Carts and Bins. Ownership of Carts and Bins shall rest with the CONTRACTOR, except that, in the case of the termination of this Agreement prior to its expiration due to the default of the CONTRACTOR as set forth in Article 12 of this Agreement, the CITY shall have the right to take possession of the Carts and Bins and retain such possession under the terms and conditions described in Article 12. Upon the receipt of written notice from the CITY, the CONTRACTOR shall submit to the Contract Administrator an inventory of Carts and Bins, including their locations.

L. Annual Bin Cleaning: Once each Rate Year, commencing July 1, 2023, at no charge to Bin Customers, the CONTRACTOR shall provide, upon request or as deemed necessary, the cleaning of Bins. The cleaning service shall include the collection of gray water. In the event a Customer requests the CONTRACTOR to provide Bin cleaning more than one (1) time per Rate Year, the CONTRACTOR shall have the right to charge the Customer an amount not exceeding the maximum approved rate for Bin Cleaning set forth in Exhibit 1.

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7.11 HOLIDAY SERVICE
The CITY observes New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day as legal holidays. CONTRACTOR shall not be required to provide Collection Services or maintain non-emergency office hours on the designated holidays. In any week in which one of these holidays falls on a Work Day, Collection Services for the holiday and each Service Work Day thereafter will be delayed one (1) Business Day for the remainder of the week , with normally scheduled Friday Residential Collection Services being performed on Saturday. Any changes to the Holiday Service Collection schedule may only be approved by the CITY.

7.12 DISPOSAL AND PROCESSING
A. Gray Container Waste. Except as set forth below, all Solid Waste Collected as a result of performing Collection Services shall be transported to the Transfer Station or the Disposal Facility and eventually disposed of at the Disposal Facility . In the event the Disposal Facility is closed on a Commercial Service Work Day, the CONTRACTOR shall transport and dispose of the Solid Waste at such other legally permitted Disposal facility as is approved by the CITY. Notwithstanding any other provision of this Agreement, if a Disposal Facility other than the designated Disposal Facility is used, and it is not owned/operated by the CONTRACTOR or its Affiliate (it being understood th at such other Disposal Facility would need to be selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY), then the CONTRACTOR’s obligations hereunder will not include the landfilling of the Solid Waste (which will be the responsibility of the Disposal Facility operator).

B. Source Separated Recyclable Materials. All Source Separated Recyclable Materials Collected as a result of performing Collection Services shall be delivered to the MRF. In the event the MRF is closed on a Commercial Service Work Day, the CONTRACTOR shall transport and deliver the Recyclable Material to such other legally permitted MRF as is approved by the CITY. The CONTRACTOR shall ensure that all Source Separated Recyclable Materials Collected pursuant to this Agreement that are expressly listed in Exhibit 3 (including those materials added by the CONTRACTOR to such list from time to time) are diverted from the Disposal Facility in accordance with current and subsequent legislation and regulations. Notwithstanding any other provision of this Agreement, if an MRF other than the designated Transfer Station is used that is not owned/operated by the CONTRACTOR or its Affiliate (it being understood that such other MRF would need to be selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY ), then the CONTRACTOR’s obligations hereunder will not include processing and marketing of Source Separated Recyclable Materials (which will be the responsibility of the MRF operator).

C. SSGCOW and Brown Container Materials. All SSGCOW Materials and Brown Container Food Waste Collected as a result of performing Collection Services shall be deliv ered to the Approved Organic Materials Processing Facility. In the event the Facility is closed on a Commercial Service Work Day, the CONTRACTOR shall transport and deliver the SSGCOW Materials and Brown Container to such other legally permitted Organic Materials Processing Facility as is approved by the CITY. The CONTRACTOR shall ensure that all SSGCOW Materials and Brown Container Collected pursuant to this Agreement is diverted from the Disposal Facility in accordance with current and subsequent legislation and regulations. Notwithstanding any other provision of this Agreement, if an Organic Materials Processing Facility other than the designated Organic Materials Processing Facility is used that is not owned/operated by the CONTRACTOR or its Affiliate (it being understood that such other Organic Materials Processing Facility would need to be selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY), then the CONTRACTOR’s obligations hereunder will not include processing and marketing of SSGC OW and Brown Container Materials (which will be the responsibility of the Organic Facility operator).

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D. Bulky Items. All Bulky Items Collected as a result of performing Collection Services shall be delivered to the designated Approved Facility.

E. Bulky Items Containing Freon. In the event the CONTRACTOR Collects Bulky Items that contain freon, the CONTRACTOR shall handle such Bulky Items in a manner such that the Bulky Items are not subject to regulation as Hazardous Waste under federal, State and/or CITY App licable Laws or regulations.

7.13 GRAY CONTAINER WASTE - CONTAMINATION RESPONSE PROCEDURE Except as set forth below, the CONTRACTOR shall not be required to Collect Solid Waste if the Service Recipient does not segregate the Solid Waste from Excluded Waste. If Solid Waste is contaminated through commingling with Excluded Waste, the CONTRACTOR shall, if practical, separate the Solid Waste from the contaminants . The Solid Waste shall then be Collected and the contaminants shall be left in the Solid Waste Cart or Bin along with a Non - Collection Notice explaining why the contaminant(s) is not considered Solid Waste. However, in the event the Solid Waste and contaminants are commingled to the extent that they cannot easily be separated by the CONTRACTOR or the nature of the contaminants renders the entire Solid Waste Cart or Bin contaminated, the CONTRACTOR may; 1) Collect the Solid Waste and leave a Non -Collection Notice that contains instructions on the proper procedures for setting out Solid Waste or; 2) leave the Solid Waste Cart or Bin un -emptied along with a Non-Collection Notice that contains in structions on the proper procedures for setting out Solid Waste . On the third (3 rd) time that the
CONTRACTOR finds that a Service Unit has set out contaminated Solid Waste, the CONTRACTOR may leave the Solid Waste Cart or Bin un- emptied along with a Non -Collection Notice that contains instructions on the proper procedures for setting out Solid Waste and reduce the S ervice Level at that Service Unit to the minimum level available by exchanging the Solid Waste C ontainer without the authorization of the Customer. The CITY reserves the right to require further outreach and education by the CONTRACTOR or to conduct its own notification process prior to authorizing removal.

7.14 SOURCE SEPARATED MATERIALS - CONTAMINATION RESPONSE PROCEDURE Except as set forth below, the CONTRACTOR shall not be required to Collect materials if the Residential or Commercial Service Recipient does not segregate the Recyclable Materials , Solid Waste, Organic Waste, Green Waste, Excluded Waste or C&D Debris. The first (1 st) time materials to be source separated are contaminated through commingling, the CONTRACTOR shall contact the Customer to discuss the Contamination and shall Collect the C ontainer and cause the material contained therein to be disposed or processed in the most appropriate manner. On the second (2nd) time that the CONTRACTOR finds that a Service Unit has set out contaminated Recyclable Materials, the CONTRACTOR shall contact the Customer to discuss the Contamination and shall Collect the Container and cause the material contained therein to be disposed or processed in the most appropriate manner.

If a third (3rd) instance of improper procedure occurs within a rolling twelve-month period, the CONTRACTOR may present documentation of the prior two instances, and the subsequent communication with the Customer, to the CITY and request authorization to remove the Recycling Cart(s) or Bin(s) and stop Collecting Recyclable Materials from that Residential or Commercial Service Unit. The CITY reserves the right to require further outreach and education by the CONTRACTOR or to conduct its own notification process prior to authorizing removal.

7.15 COMMINGLING OF MATERIALS
A. Gray Container Waste, Source Separated Recyclable Materials, and Organic Materials . The CONTRACTOR shall not commingle Gray Container Waste Collected pursuant to this Agreement with any Source Separated Recyclable Materials , or Organic Materials separated for Collection pursuant to this Agreement prior to delivery to the Transfer Station, MRF, Organic Materials Processing Facility or Disposal Facility as appropriate, without the express prior written authorization of the Contract Administrator.

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B. Gray Container Waste Material Collected in the Service Area . The CONTRACTOR shall not commingle any Gray Container Waste Collected pursuant to this Agreement with any other material Collected by the CONTRACTOR outside the CITY Service Area prior to delivery to the Transfer Station, MRF, Organic Materials Processing Facility or Disposal Facility as appropriate, unless the CONTRACTOR has provided documentation that is satisfactory to the Contract Administrator explaining how the commingled material will be allocated.

C. Source Separated Recyclable Materials Collected in the Service Area. The CONTRACTOR shall not commingle Source Separated Recyclable Materials Collected pursuant to this Agreement with any other material Collected by the CONTRACTOR outside the CITY Service Area prior to delivery to the Transfer Station, MRF, or Disposal Facility as appropriate, unless the CONTRACTOR has provided documentation that is satisfactory to the Contract Administrator explaining how the commingled material will be allocated.

D. Organic Materials Collected in the Service Area. The CONTRACTOR shall not commingle Organic Materials Collected pursuant to this Agreement with any other material Collected by the CONTRACTOR outside the CITY Service Area prior to delivery to the Transfer Station, Organic Materials Processing Facility or Disposal Facility as appropriate, unless the CONTRACTOR has provided documentation that is satisfactory to the Contract Administrator explaining how the commingled material will be allocated.

E. Material Separ ation. Gray Container Waste, Source Separated Recyclable Materials, Organic Materials, Bulky Items and C&D Debris shall not be mixed together in the CONTRACTOR’s Collection equipment unless such material has been deemed contaminated in which case it shall be Collected as Solid Waste . Each category of material Collected shall be kept separated according to type or classification except for such material that has been deemed contaminated in which case it shall be classified as Solid Waste.

7.16 PERSONNEL
A. General Personnel Requirements. The CONTRACTOR shall employ and assign qualified personnel to perform all services set forth herein. The CONTRACTOR shall be responsible for ensuring that its employees comply with all A pplicable Laws and regulations and meet all federal, state and local requirements related to their employment and position.

The CONTRACTOR shall furnish such qualified drivers, mechanical, supervisory, Customer service, clerical, and other personnel as may be necessary to provide the services required by this Agreement in a safe and efficient manner.

The CONTRACTOR shall use its best efforts to assure that all employees who interact with Customers present a neat appearance and conduct themselves in a courteous manner . The CONTRACTOR shall not permit its employees to accept, demand, or solicit, directly or indirectly, any additional compensation, or gratuity from members of the public.

B. Liaison and Points of Contact. The CONTRACTOR shall designate at least one (1) qualified employee as the CITY’s primary liaison who is principally responsible for Collection operations and resolution of service requests and complaints . CONTRACTOR shall also provide contact information for a minimum of one (1) point of contact with each CONTRACTOR department, including operations, Customer service, Customer billing and Customer communications. CONTRACTOR shall immediately inform CITY of any changes in the designated liaison and any departmental point of contact. The CITY may also communicate directly with Route Manager or other CONTRACTOR personnel.
• CONTRACTOR hereby designates the following individuals:

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o Chris Cunningham as its Contract Liaison.
o Liz Hernandez as its Environment Coordinator.
o Blake Wade as its Route Manager.
• Not later than October 1, 2022, CITY shall notify CONTRACTOR in writing of the name of its Contract Administrator.

C
. Environmental Coordinator. To achieve a high level of recycling public education and awareness, the CONTRACTOR shall dedicate an Environmental Coordinator (equal to 70% time, on a full-time basis) to CITY to complete outreach to SFD, MFD and Commercial customers, and develop and implement all public education and outreach activities required under the Agreement. The Envi ronmental Coordinator shall conduct outreach, promote waste reduction, recycling, diversion programs, and provide technical assistance to Multi
-F
amily and Commercial Customers. The diversion outreach
and education program requirements are detailed in Exhibit 3. The diversion program monitoring and reporting requirements are detailed in Exhibit 3.
• Th
e Environmental Coordinator shall work exclusively on the CITY programs and services and shall not have other, non-City responsibilities or other CITY responsibilities not related to Environmental Coordinator responsibilities in the CITY. The Environmental Coordinator shall not be the primary CONTRACTOR liaison described in Article 7.16.B, above. • Upon City request, CONTRACTOR shall designate a different Coordinator if the CITY is dissatisfied with the performance of the designated Coordinator. • The Environmental Coordinator will shall cooperate and coordinate with the Contract Administrator to minimize duplicative, inconsistent, or inappropriately timed education campaigns. The CONTRACTOR shall allow the Contract Administrator a reasonable opportunity to review, request modifications to, and approve all materials including, but not limited to: print, radio, television, or internet media before publication, distribution, and/or release.

D. Driver Qualifications. All drivers must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. CONTRACTOR shall use the Class II California Department of Motor Vehicles employer “Pull Notice Program” to monitor its drivers for safety.

E. Safety Training. The CONTRACTOR shall provide suitable operational and safety training for all of its employees who operate Collection Vehicles or equipment . The CONTRACTOR shall train its employees involved in Collection to identify, and not to collect, Excluded Waste. Upon the Contract Administrator’s request, the CONTRACTOR shall provide a copy of its safety policy and safety training program, the name of its safety officer, and the frequency of its trainings.

ARTICLE 8: BILLING, CUSTOMER SERVICE, RECORD KEEPING, AND REPORTING

8.1 BILLING AND COLLECTION
The CONTRACTOR shall be solely responsible for the billing and collection of payments for all Collection Services.

The CONTRACTOR shall charge Service Recipients an amount which shall not exceed the maximum approved rates attached in Exhibit 1 to this Agreement as adjusted under the terms of this Agreement. The CITY or Contract Administrator shall have the right to review and approv e the format of all Customer bills . The CONTRACTOR shall be entitled to set rates for all services provided pursuant to this Agreement, provided that such rates do not exceed the maximum approved rates set forth in Exhibit 1, as adjusted under the terms of this Agreement.

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A. Partial Month Service. If, during a month, a Service Unit is added to or deleted from the CONTRACTOR’s Service Area, the CONTRACTOR’s billing shall be pro-rated by dividing the monthly rate for the service provided to the Service Unit by thirty (30) and multiplying the result by the number of actual days in the month that service was provided to the Service Unit.

B. Billing Inserts. The CITY may provide non-Solid Waste related educational and other material to the CONTRACTOR for inclusion in the invoices provided by the CONTRACTOR to SFD, MFD and Commercial Customers for Collection Services. CITY’S insert shall be limited to one (1) 8.5 -inch by 11-inch double-sided page.

C. Residential Exemption. Owners of Premises which have been unoccupied by any human habitation and upon which no waste has been produced or accumulated (other than Green Waste such as clippings, branches, leaves and the like, which has been promptly removed by personnel doing gardening work on the premises), for 6 consecutive months or more may request an exemption from Solid Waste Collection fees for a period of up to 12 months or until the Premises becomes occupied or produces or accumulates Solid Waste, if the exemption request is approved by the CITY. Approved exemptions shall automatically expire December 31 of each year.

D. Delinquent Service Accounts. The CONTRACTOR may take such action as is lega lly available to Collect or cause collection of such past due amounts. CONTRACTOR may not discontinue providing Recycling, Green Waste/Organic Materials, or Solid Waste Collection Services to a SFD Service Unit, MFD Service Unit, or Commercial property but instead must use the lien process to Collect delinquent accounts unless the CITY has approved a collection service exemption for the subject residential property in accordance with the provisions set forth in the CITY Code. For Commercial properties, CONT RACTOR may also reduce service levels.

E. Residential Low-Income Financial Assistance Program. a. CONTRACTOR Contribution. On or before October 1, 2022 CONTRACTOR shall contribute Twenty-Five Thousand Dollars ($25,000.00) to a fund to be used exclusively to assist qualified low-income residential Customers with payment of their Solid Waste bill. Effective October 1, 2023, and each October 1 thereafter, CONTRACTOR’S annual contribution shall be Twenty-Five Thousand Dollars ($25,000.00), less any unexpended funds contributed by CONTRACTOR from the prior year. Each annual contribution shall be paid by CONTRACTOR on or before each October 1
. At its sole discretion, CITY may elect to likewise contribute to said fund.

Contributions shall not be funded by Customers.
b. Program Administration. The Residential Low-Income Financial Assistance P rogram shall be administered by CITY in consultation with CONTRACTOR. T he CITY, in consultation with the CONTRACTOR, may select a local community charitable organization or other designee to administer the program.
c. Accounting.
i. CONTRACTOR shall maintain a separate account exclusively for the Residential Low- Income Assistance Program and program funds shall not be commingled with any other funds of the CONTRACTOR.
ii. Within thirty (30) days following the end of each calendar year, or upon request by CITY, CONTRACTOR shall provide CITY with (i) statements showing the balance of the account, and (ii) a detailed record of all transactions, including:

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1. Contributions and deposits into the account, interest earned on funds held in the account (if any), and any other additions to the account. CONTRACTOR shall identify whether a contribution was made by CITY;

2. Amounts deducted from the account, including each credit to a qualified low- income Customer, listing the Customer’s name, mailing address, service address, and account number;

3. Any other use of funds reflected as debits to the account. iii. Except for assistance payments in the amounts authorized by CITY, CONTRACTOR shall make no other disbursement of funds from the account without CITY’S prior written approval.
iv. There shall be no fee charged to any Customer to apply for the Residential Low-Income Financial Assistance Program . CONTRACTOR shall not charge CITY for account administration for the program.
v. In the event CITY contributes funds to the Residential Low-Income Financial Assistance Program, disbursements shall first be debited to CONTRACTOR’S contribution before CITY’S funds are disbursed.
d. Eligibility Criteria.
i. Any residential subscriber to CONTRACTOR’S Basic Curbside Service are eligible to apply for assistance. Low-income assistance shall not apply to customized services. ii. Eligible Customers that meet the household income criteria of the California Alternate Rates for Energy Program (“CARE”) will qualify for low -income assistance. An application accompanied by evidence of current approved enrollment in the CARE program of De sert Community Energy, Southern California Edison or SoCalGas shall serve as an acceptable form of eligibility. The application for assistance shall require applicants to provide at least the following information: Customer ’s account number, name, service address, mailing address, and proof of income eligibility. Applicants not enrolled in the CARE program may submit proof of total household income as an alternative.
iii. Customers are eligible for low-income assistance at the rate established by CITY.

Assistance will be prorated for applicants who do not occupy a premise for an entire year.
iv. Vacation Rental Properties permitted by CITY, including Home share properties, are not eligible for assistance.

F. Application and Amount of Assistance.
a. An application for low-income assistance shall be made directly to CITY or CITY’s designee and may be made at any time. CITY or CITY’s designee shall assist applicants with understanding the program and with the application process.

G. Review by CITY. Following review of the application by CITY or CITY’s designee, CITY shall forward to the CONTRACTOR an electronic report that includes the following information : Customer account number, name, service address, mailing address, and whether the Customer qualified or did not qualify for low-income assistance. CITY may require Customers eligible for low -income assistance to provide proof of eligibility each year, or upon request.

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H. Disbursements. For Customers who CITY has determined are eligible for low -income assistance, a disbursement in the amount determined by the CITY shall be deducted from the account and applied as a credit to the Customer’s account each billing cycle that Customer remains eligible for the program.

The amount of the disbursement shall be determined by CITY and shall be subject to availability of funds.

I. Assistance Program Outreach. CITY and CONTRACTOR shall each maintain a bilingual announcement about the Residential Low -Income Financial Assistance Program on their respective websites.

CONTRACTOR shall annually include a bilingual announcement of the program on the January billing statement to all residential Customers and mention of the program in its newsletter for the Janua ry – March quarter.

8.2 NON-DISCLOSURE
The CONTRACTOR will not disclose to any Person other than the CITY or official investigations by members of a law enforcement agency any information identifying an individual Customer, the composition or contents of a Customer's Discarded Materials, or a Customer's trade secrets unless upon the authority of a law, or pursuant to written authorization of the Customer.

8.3 NO MARKETING
The CONTRACTOR will not market or distribute mailing lists with the name or address of Customers . The CONTRACTOR’s obligations under this subsection are in addition to any other privacy rights accorded Customers under Applicable Law.

8.4 CONTRACTOR’S CUSTOMER SERVICE
All service inquiries and complaints shall be directed to the CONTRACTOR. A representative of the CONTRACTOR shall be available to receive the complaints during normal business hours. All service complaints will be handled by the CONTRACTOR in a prompt, courteous, and efficient manner.

A. Emergency Contacts. CONTRACTOR shall also maintain a list with contact telephone numbers for at least three responsible company representatives capable of immediately addressing and responding to emergency situations outside of Phone Hours. This list shall be provided to the CITY’s emergency dispatch, Police, fire and Public Works Departments, and the City Manager’s Office.

B. Multilingual, TDD Services. CONTRACTOR shall at all times maintain the capability of responding to telephone calls in English, Spanish, and such other languages as CITY may direct. CONTRACTOR shall at all times maintain the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services. These capabilities shall be maintained for both the local telephone number and the emergency telephone number.

C. Customer Complaints and Inquiries. CONTRACTOR shall record in a computerized daily log all complaints, including date, time, complainant’s name and address if the complainant is willing to give this information, and nature date and manner of resolution of complaint. Any such calls received via CONTRACTOR’s answering service shall be recorded in the log and re sponded to no later than the following work day. This log shall be available for inspection by CITY during Office Hours. CITY requires CONTRACTOR to have an employee available to answer incoming calls during Office Hours. When incoming phone call volumes exceed that employee’s ability to answer such calls, the call shall be switched to a message center.

D. Response Requirements. All incoming calls shall be answered within a maximum of four rings. Any call “on-hold” in excess of 3 minutes shall be switched t o a message center where CONTRACTOR shall maintain information in a daily log to enable a customer service representative to return Item 2C - 83

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customer calls. All “call backs” shall be attempted a minimum of one time prior to 6:00 p.m. on the day of the call. If the caller is not contacted on the first attempt, CONTRACTOR shall make subsequent attempts on the next working day after the original call. CONTRACTOR shall make a minimum of three attempts within 24 hours of the receipt of the call. If CONTRACTOR is unable to reach the caller on the phone, CONTRACTOR shall send a postcard to the caller. All attempts to contact the caller shall be recorded on the log kept by CONTRACTOR . In addition, CONTRACTOR shall provide a customer service email address to be included on all bills and newsletters.

CONTRACTOR shall respond by email or telephone within 24 hours. CONTRACTOR shall designate a Customer Satisfaction Officer (CSO) to CITY. CSO shall monitor the customer experience by random selecting daily at least 10% of customers who contacted CONTRACTOR’s office daily to solicit opinions about their experience. Opinion solicitation shall be by email or regular mail. A summary of Results of the random CSO survey shall be submitted to CITY monthly.

E. Emergency Services. In the event of a tornado, major storm, earthquake, landslide, flood , fire, natural disaster, act of terrorism, or other such event, the Contract Administrator may, in his or her discretion, grant the CONTRACTOR a variance from regular routes and schedules but no breach, default or other claim of nonperformance by CITY shall accrue if a variance is not issued. As s oon as practicable after such event, the CONTRACTOR shall advise the Contract Administrator when it is anticipated that normal routes and schedules can be resumed. The Contract Administrator shall make an effort through the local news media to inform the public when regular services may be resumed.

The clean -up from some events may require that the CONTRACTOR hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event. The CO NTRACTOR shall receive additional compensation, above the normal compensation contained in this Agreement, to cover the costs of collections of disaster debris including for owned and rented equipment, additional personnel, overtime hours , and other documented expenses for Emergency Collection Services , provided the CONTRACTOR has first secured written authorization and approval from the CITY through the Contract Administrator to perform the work.

CONTRACTOR shall invoice CITY monthly for Emergency Collection Service performed at the rates established in Exhibit 1. CITY’S payment to CONTRACTOR shall be due within thirty (30) days of receipt of CONTRACTOR’S invoice.

F. Service Recipient Calls. During office hours , the CONTRACTOR shall maintain a telephone answering system capable of accepting at least seven (7) incoming calls at one (1) time . The CONTRACTOR shall document calls regarding inquiries, service requests and complaints through the use of the CONTRACTOR’s ticket report system.

G. Website. The CONTRACTOR shall develop and maintain a website dedicated to services provided in the CITY that is accessible by the public. The website shall include answers to frequently asked questions; rates for Collection Services; Recyclable Materials and Organic Materials specifications; proper Household Hazardous Waste Disposal procedures; and other related topics . CITY shall arrange for the CITY’s website to include an e -mail link to the CONTRACTOR and a link to the CONTRACTOR’s website. The CONTRACTOR’s website shall provide the public the ability to e -mail complaints to the CONTRACTOR and request services or service changes.

H. Hazardous Waste Referrals. The CONTRACTOR shall provide information regarding the Collection of Hazardous Waste to those Service Recipients requesting such information. The information shall at a minimum include information regarding the CONTRACTOR’S program in the CITY as well as information regarding the services available through the County of Riverside.

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I. Automated Billing Payment. In an effort to reduce paper waste, the CONTRACTOR shall make available to all Customers an automated billing and payment system at no additional charge. This system should be website based and allow Customers to view and pay bills through CONTRACTOR’s website. Through the CONTRACTOR’s website, Customers may request to cease paper billing and receive all bills through e-mail and/or CONTRACTOR’s website. The CONTRACTOR will ensure that the electronic billing and payment website conforms to industry -standard practices for electronic commerce security. The CONTRACTOR must ensure that these Customers are compiled in a list to ensure that billing inserts are mailed directly. The CONTRACTOR shall promote the website -based billing and payment system on all paper bills sent to Customers.

J. Bill Payment by Phone. The CONTRACTOR shall make available to all Customers the ability to make bill payment by phone at no additional charge. Customers shall not be charged a surcharge or fee.

8.5 RECORD KEEPING
A. Accounting Records . The CONTRACTOR shall maintain full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection Services provided under this Agreement, prepared on an accrual basis in accordance with generally accepted accounting principles. Such records shall be subject to audit, copy, and inspection. Gross Billings derived from provision of the Collection Services, whether such services are performed by the CONTRACTOR or by an approved Subcontractor(s) as set forth in Exhibit 4, shall be recorded as revenues in the accounts of the CONTRACTOR. These records shall be maintained separate from the CONTRACTOR’s records for services provided outside the Service Area. The CONTRACTOR shall maintain and preserve all cash, billing and Disposal records for a period of not less than eight (8) years following the close of each of the CONTRACTOR’s fiscal years.

B. Agreement Materials Records. The CONTRACTOR shall maintain records of the quantities of (i) SFD, MFD, Commercial and the CITY Solid Waste and Construction and Demolition Debris Collected and Disposed under the terms of this Agreement; (ii) Recyclable Materials Collected, purchased, Processed, sold, donated or given for no compensation; (iii) Organic Materials Collected, Processed, sold, donated or given for no compensation; and, ( iv) C&D Debris Collected, Processed, sold, donated or given for no compensation. CONTRACTOR shall maintain these records for a minimum of ten (10) years beyond expiration or earlier termination of the Agreement. CONTRACTOR shall provide these records to CITY (upon request or at the end of the record retention period) in an organized and indexed manner rather than destroying or disposing of them.

C. CONTRACTOR shall maintain Customer contact data, Customer service, accounting, statistical, operational, and other records related to its performance as shall be necessary to provide reporting under this Agreement, Applicable Law, and to demonstrate compliance with this Agreement. Unless otherwise required in this Article, CONTRACTOR shall retain all records and data required to be maintained by this Agreement in an accessible location and condition (which may include the cloud) for the Term of this Agreement plus three (3) years after its expiration or earlier termination.

Records and data shall be in chronological and organized form and readily and easily interpreted.

Upon request, any such records shall be retrieved within ten (10) Working Days of a request by the Contract Administrator and made available to the Contract Administrator. CONTRACTOR shall maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire, theft, and an earthquake. Electronically -maintained data and records shall be protected and backed -up. To the extent that CONTRACTOR utilizes its computer systems to comply with record keeping and reporting requirements under this Agreement, CONTRACTOR shall, on a monthly basis, save all system -generated reports supporting those record keeping and reporting requirements in a static format in order to provide an audit trail for all data required.

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8.6 REPORTING REQUIREMENTS
Monthly reports shall be submitted to the Contract Administrator no later than thirty (30) calendar days after the end of the reporting month. Quarterly reports shall be submitted to the Contract Administrator no later than forty- five (45) calendar days after the end of the reporting quarter. Annual reports shall be submitted to the Contract Administrator no later than March 15 after the end of each preceding Rate Year. Monthly, quarterly and annual reports shall be submitted in hard copy or provided electronically via e -mail if acceptable to the Contract Administrator. Reporting requirements for monthly, quarterly and annual reports are detailed in Article 8 of the Agreement.

A. State Reporting Assistance . The CONTRACTOR shall, upon request from the CITY, provide assistance in completing State reports, including but not limited to the CalRecycle Electronic Annual Report (EAR). This shall include providing the CITY with data on a calendar year basis as needed to complete the report.

B. Additional Reporting. The CONTRACTOR shall furnish the CITY with any additional reports as may reasonably be requested by CITY regarding CONTRACTOR’s operations hereunder, such reports to be prepared within a reasonable time following the reporting period. CONTRACTOR shall coordinate with the CITY to ensure that any materials scheduled to be included in the annual report due in 2022 be provided earlier if necessary for the CITY to comply with the reporting requirements of SB 1383 Regulations
.

ARTICLE 9: COLLECTOR FEES AND OTHER FEES

9.1 FRANCHISE FEE
CONTRACTOR shall pay CITY a Franchise Fee. The Franchise Fee percentage shall be 4.90% of Gross Billings during the term of this Agreement unless adjusted by the CITY with written notice to CONTRACTOR, except for Gross Billings for Material Handling Fees for Roll-Off Box service. CONTRACTOR and CITY agree the Franchise Fee is a negotiated amount that is reasonably related to the value of the rights granted to CONTRACTOR under this Agreement. CITY may use the Franchise Fee for any lawful purpose. The Franchise Fee is a cost paid solely by CONTRACTOR.

9.2 CONTRACTOR’S PAYMENTS TO CITY.

CONTRACTOR shall pay CITY an Administration Fee, State Administration Fee, and Diversion Facility and Sustainability Fee.

A. City Administration Fee. The City Administrative Fee percentage shall be 2.50 % of Gross Billings during the term of this Agreement unless adjusted by the CITY with written notice to CONTRACTOR.

B. State Administration Fee. Pursuant to California Public Resources Code Section 41902, City may directly assess fees or may arrange for the fees to be collected by CONTRACTOR under this Agreement to pay for its source reduction and recycling element pursuant to the Act. CONTRACTOR agrees to pay or collect, as the case may be, a State Administration Fee percentage of 0.90% of Gross Billings during the term of this Agreement unless Item 2C - 86

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adjusted by the CITY with written notice to CONTRACTOR.

C. Diversion Facility and Sustainability Fee. The Diversion Facility and Sustainability Fee percentage shall be 2.70% of Gross Billings during the term of this Agreement unless adjusted by the CITY with written notice to CONTRACTOR.

The CONTRACTOR shall make payment to the CITY of the fees set forth in Article 9. Payment to the CITY shall be due quarterly on the thirtieth (30 th) day of the month following each calendar quarter during which revenues are billed. Each such payment shall be accompanied by an accounting that sets forth CONTRACTOR’s Gros s Billings during the preceding quarter. Each payment shall be accompanied by the following certification which shall be executed by an officer of the Contractor: “I hereby certify that the foregoing statement of the payment to the CITY is made by me, that I am authorized to make such payment of the amount of the payment due, and that to the best of my knowledge and belief, the amount of the payment is true, correct a nd complete.” The CITY maintains the right to audit payments.

No acceptance by CITY of any payment shall be construed as an accord that the amount is in face the correct amount, nor shall such acceptance of payment be construed as a release of any claim CI TY may have against CONTRACTOR for any additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to independent audit and recomputation by CITY . If, after audit, such recomputation indicates an underpayment of less t han three percent (3%), CONTRACTOR shall pay to CITY the amount of the underpayment within ten (10) days of receipt of written notice from CITY that such is the case. If, after audit, such recomputation indicates an underpayment of equal to or more than three percent (3%), CONTRACTOR shall reimburse CITY the amount of the underpayment and for all reasonable costs and expenses incurred in connection with the audit and recomputation within thirty (30) days of receipt of written notice from City that such is the case. If, after audit, such recomputation indicates an overpayment, CITY shall notify the CONTRACTOR in writing of the amount of overpayment, less costs and expenses incurred in connection with the audit and recomputation. Should an overpayment be found, CONTRACTOR shall offset the payment of payments (as appropriate) next due following receipt of notice of overpayment by the amount specified in such notice.

9.3 ADDITIONAL FEES
A. Contracting Fee Reimbursement. The CONTRACTOR shall make a one-time, lump sum payment of Two Hundred Thousand Dollars ($200,000) within seven (7) Business Days of execution of this Contract to reimburse the CITY for costs it incurred in connection with entering this Agreement.

B. Fees associated with rate adjustments. CONTRACTOR shall pay for the printing and mailing of Proposition 218 Public Hearing Notices and notices of annual rate adjustments in accordance with Government Code Section 53756. CONTRACTOR shall also pay for the cost of contractor review of any proposed extraordinary rate adjustments.

C. Other Fees. The CITY reserves the right to establish other fees, as it deems reasonably necessary.

The amount, time, and method of payment of the fee and the applicable adjustment process, will be established similar to those described in Article 9.

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ARTICLE 10: CONTRACTOR COMPENSATION AND MAXIMUM SERVICE RATES

10.1 CONTRACTOR COMPENSATION
The maximum approved rates set forth in Exhibit 1, as more fully defined as CONTRACTOR Compensation in this Article, shall be the maximum amount that the CONTRACTOR may charge Customers, as full, entire and complete compensation due pursuant to this Agreement for all labor, equipment, materials and supplies, fees or surcharges due to the CITY as applicable, taxes, insurance, bonds, letters of credit, overhead, disposal, transfer, processing, profit and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed . From time to ti me, Customers may request services for which a rate is not provided in Exhibit 1. In such cases, CONTRACTOR shall so advise the Contract Administrator and the Customer and CONTRACTOR shall negotiate a rate for the requested services. If agreement cannot be reached, the matter shall be referred to the Contract Administrator for establishment of the rate. Approved rates for requested services shall be included in Exhibit 1 in the next Rate Year. The CONTRACTOR shall impose no other charges for services provided under this Agreement to Customers unless approved in advance in writing by CITY.

10.2 PUBLIC NOTICE/PUBLIC HEARING PROCESS
The CITY may subject any new or increased rates to a majority protest proceeding under Proposition 218 as it deems necessary or advisable. If, at any time, a Rate adjustment determined to be appropriate by both CITY (which determination will not be unreasonably withheld) and CONTRACTOR to compensate CONTRACTOR for increases in costs as described in this Agreement cannot be implemented for any reason, CONTRACTOR and CITY shall negotiate in good faith, a reduction of services equal to the value of the Rate adjustment that cannot be implemented.

If CITY and CONTRACTOR are unable to reach agreement about such a reduction in services, then CONTRACTOR may terminate this Agreement upon one hundred eighty (180) days’ prior written notice to CITY, in which case the CONTRACTOR and CITY shall each be entitled to payment of amounts due for contract performance through the date of termination but otherwise will have no further obligation to one another pursuant to this Agreement after the date of such termination.

Should a court of competent jurisdiction determine that the CONTRACTOR cannot charge and/or increase its Rates for charges related to Franchise Fees and/or other governmental fees and charges, CONTRACTOR shall reduce the Rates it charges Customers by a corresponding amount, provided said Franchise Fees, other governmental fees, Rates and/or charges disallowed by the court were determined not to be related to the cost of providing service hereunder and had been incorporated in the Rates charged by CONTRACTOR to its Customers.

This provision will survive the expiration or earlier termination of this Agreement.

10.3 SCHEDULE OF FUTURE ANNUAL RATE ADJUSTMENTS
A. Rate Adjustment Application. Beginning with the Rate Year starting July 1, 2023, and for all subsequent Rate Years, the m aximum approved r ates shown in Exhibit 1 shall be adjusted as described in this Article. The CONTRACTOR shall submit a written Rate Adjustment Application directly to the Contract Administrator or via certified mail, on or before March 1, 2023, and on or before March 1 of each succeeding Rate Year. CONTRACTOR’S Rate Adjustment Application shall be based on the method of adjustment described in Section 10.4.

B. City Review. The CITY will confirm the calculations of CONTRACTOR’S Rate Adjustment Application in writing within sixty (60 ) days of receipt of CONTRACTOR’S application. If CITY’S written Item 2C - 88

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confirmation is not received by CONTRACTOR within thirty (30) days, CONTRACTOR shall be authorized to proceed with the new rates as submitted.

10.4 METHOD OF FUTURE FORMULA RATE ADJUSTMENTS
Pursuant to Article 10.3, the annual percentage adjustment to the maximum approved rates of Exhibit 1 shall be calculated using the Excel worksheet entitled Rate Adjustment Procedure PSDS FA. Exhibits 2A through 2C provide examples of the use of the Excel worksheet. Exhibit 2D provides initial Material Handling Indices.

A. Step One: Calculate the Percentage Change in CPI. Using the Consumer Price Index for All Urban Consumers for the Riverside-San Bernardino-Ontario Area, calculate the percentage change in the index reported by the US Department of Labor Bureau of Labor Statistics for the most recent January from that reported for January of the prior year.

For the rate adjustment effective July 1, 2023, the change in CPI shall be the percentage change in the CPI for January 2022 to January 2023.

As an example, Exhibits 2A, 2B & 2C calculate the Percent Change in Index as 5.0747%, each displayed in column C, row 1.

For Exhibit 2A, Cart service, the Percent Change in Index carries forward to column M, row 9.

For Exhibit 2B, Bin service, the Percent Change in Index carries forward to column M, row 9.

For Exhibit 2C, Drop Boxes and Other Services, the Permitted Percentage Change shown in column C, row 1 is to be applied without further adjustment or weighting.

B. Step Two: Calculate New Material Handling Component Index. Using the current tipping fee per ton for each material facility, and the actual total tonnage for each material type for the most recent twelve (12) month period ending September 30, calculate the Weighted Average Cost Per Ton.

Examples:

For Cart service, Exhibit 2A first calculates the Estimated Material Cos t for each material type (column H) by multiplying the New Rate (column F) by the tonnage for the 12-month period ending September 30 (column G); next, Exhibit 2A calculates the Weighted Average Cost Per Ton by dividing the sum of Estimated Material Handling Cost, $1,173,293 (column H, row 6), by the sum of Tonnage, 18,364 (column G, row 6), yielding a Weighted Average Cost Per Ton of $63.8909 (column H, row 7).

For Bin service, Exhibit 2B first calculates the Estimated Material Cost for each material type (column H) by multiplying the New Rate (column F) by the tonnage for the 12 -month period ending September 30 (column G); next, Exhibit 2A calculates the Weighted Average Cost Per Ton by dividing the sum of Estimated Material Handling Cost, $1,574,438 (column H, row 6), by the sum of Tonnage, 28,828 (column G, row 6), yielding a Weighted Average Cost Per Ton of $54.61 (column H, row 7).

C. Step Three: Calculate the Permitted Percentage in Material Handling Component Index. The increase or decrease in the new M aterial Handling component index and the previous year’s material handling component index will be used to adjust the material handling component of the Item 2C - 89

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rates. The initial Material Handling Component Index for Cart service will be $61.5540 as provided in Exhibit 2D, column C, row 6 and $52.4220 for Bin service as provided in Exhibit 2D, column F, row

12. Examples:

For Cart service, Exhibit 2A calculates the Percent Change in Index for the Material Handling Component as the New Index Value 63.8909 (column J, row 8), divided by the Previous Index Value, 61.5540 (column I, row 8) minus 1, yielding a Percent Change in Index of 3.7965% (column K, row 8).

For Bin service, Exhibit 2B calculates the Percent Change in Index for the Material Handling Component as the New Index Value 54.6149 (column J, row 8), divided by the Previous Index Value, 52.4220 (column I, row 8) minus 1, yielding a Percent Change in Index of 4.1832% (column K, row 8).

D. Step Four: Calculate the Permitted Percentage Rate Change. Multiply the percentage changes for the collection service component and the material handling component by each component’s assigned percentage weighting. The initial percentage weightings for the material handling component are provided in Exhibit 2D, (Note: 6% is the maximum allowed adjustment to the collection service component for Cart or Bin service in any Rate Year.) Examples:

For Cart service, Exhibit 2A:
• The Permitted Percentage Change for the collection service component is calculated by multiplying the Component Weighting of 76.90% (column L, row 9) by the Percent Change in Index of 5.0747% (column M, row 9) yielding 3.9026%. 3.9026% is less than the 6% cap, therefore the Permitted Percentage Change is 3.9026%.
• The Permitted Percentage Change for the material handling component is calculated by multiplying the Component Weighting of 23. 0974% (column L. row 11) by the Percent Change in Index of 3.7964 % (c olumn M, row 11) yielding 0.8769% as the Permitted Percentage Change (column N, row 11).
• The Total Percentage Rate Adjustment is calculated by adding the Maximum Allowed Collection Service Component Adjustment of 3.9026% (column N, row 10) to the material handling component percentage of 0.8769% (column N, row 11) yielding the Total Percentage Rate Adjustment of 4.78% (column N, row 12).

For Bin service, Exhibit 2B:
• The Permitted Percentage Change for the collection service component is calculated by multiplying the Component Weighting of 77.4 888% (column L, row 9) by the Percent Change in Index of 5.0747% (column M, row 9) yielding 3.9324%. 3.9324% is less than the 6% cap, therefore the Permitted Percentage Change is 3.9324%.

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• The Permitted Percentage Change for the material handling component is calculated by multiplying the Component Weighting of 22.51 12% (column L. row 11) by the Percent Change in Index of 4.1832% (column M, row 9) yielding 0.9417% as the Permitted Percentage Change.
• The Total Percentage Rate Adjustment is calculated by adding the Maximum Allowed Collection Service Component Adjustment of 3.9324% (column N, row 10) to the Material Handling Component percentage of 0.9417% (column N, row 11 yielding the Total Percentage Rate Adjustment of 4.87% (column N, row 12).

E. Step Five: Calculate the Cost Component Weights for Future Rate Adjustment Calculation. Use the procedure set forth in Exhibit 2A (for Cart service) and Exhibit 2B (for Bin service) to recalculate the percentage weightings for the collection service component and the material handling component for the next rate year adjustment (column R, rows 13 and 14).

Examples:

For Cart service, Exhibit 2A:
• Column O, rows 13 and 14 entries are from column L, rows 9 and 11, 76.9026% and

23.0974%, respectively.
• Column P, rows 13 and 14 entries are from column M, rows 9 and 11, 5.0747% and

3.7965% respectively.
• Column Q entries are the result of column O entries multiplied by column P entries,

3.9026% and 0.8769%, respectively.
• Column R entries are the result of column O entries plus column Q entries, 80.8052% and

23.9743%, respectively.
• Column S entries are the result of column R entries divided by the total Cost Component Increase in column R, row 15.

For Bin service, Exhibit 2B:
• Column O, rows 13 and 14 entries are from column L, rows 9 and 11, 77.4888% and

22.5112%, respectively.
• Column P, rows 13 and 14 entries are from column M, rows 9 and 11, 5.0747% and

4.1832% respectively.
• Column Q entries are the result of column O entries multiplied by column P entries,

3.9323% and 0.9417%, respectively.
• Column R entries are the result of column O entries plus column Q entries, 81.4211% and

23.4529%, respectively.

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• Column S entries are the result of column R, rows 13 and 14 entries divided by the total Cost Component Increase in column R, row 15.

F. Calculate the Maximum Authorized Rates. Using Exhibit 1 calculate the maximum approved rates by multiplying each current maximum approved rate in Exhibit 1 by the appropriate Total Percentage Rate Adjustment Rate Adjustment (for Cart service, the value plus 1 from Exhibit 2 A, column N, row 12; for Bin service, the value plus 1 from Exhibit 2B, column N, row 12; and, for Drop Box and Other Service, the value plus 1 from Exhibit 2C, column C, row 1). The maximum approved rates for Residential services of Exhibit 1 involving material handling will be adjusted by the Total Percentage Rate Adjustment for Cart service plus 1. The maximum approved rates for Commercial services of Exhibit 1 involving material handling will be adjusted by the Total Percentage Rate Adjustment for Bin service plus 1.

Examples:

The maximum approved rate of $24.22 for basic residential weekly curbside service will be multiplied by 1.0478 (from Exhibit 2A, column N, row 12) yielding a new maximum approved rate of $25.38.

The maximum approved rate of $191.57 for one 3 cubic yard bin collected once weekly will be multiplied by 1.0487 yielding a new maximum approved rate of $200.90 per month.

For Drop Box (Roll-Off Box) service, multiply the maximum approved pull charge of $375.00 by

1.05747 (from Exhibit 2C, column C, row 1) yielding a new maximum approved rate of $396.55.

These procedures will be applied separately for Cart service (Exhibit 2A) and Bin service (Exhibit 2B) using the corresponding Excel worksheets.

All other rates including pull charges for Roll-Off Box and Other services in Exhibit 1 shall be adjusted based on changes in the CPI as calculated in Exhibit 2C. Charges for material handling rates for Roll-off Box services shall be billed at the actual cost incurred at the material handling facility to which the material was delivered.

10.5 EXTRAORDINARY RATE ADJUSTMENTS
It is understood that CONTRACTOR accepts the risk for changes in cost of providing services and the Service Levels requested by Customers and therefore the extraordinary adjustments to Rates shall be limited to a Change in Law (whether by a legislative action, administrative regulation, or judicial interpretation), or City-directed changes in designated Solid Waste facilities. When extraordinary circumstances occur, the CONTRACTOR may petition the CITY in writing for an adjustment in the maximum rates due to extraordinary circumstances beyond the CONTRACTOR’s control. CONTRACTOR may request to be compensated for costs incurred when the additional costs start to be incurred. The CONTRACTOR shall submit information in support of the requested adjustment for review within ten (10) business days of submitting its request. The City Council shall approve or deny the request within six (6) months of submittal, in its reasonable judgment.

The CONTRACTOR shall provide documentation and analysis to the satisfaction of CITY of the reasons for such adjustment. Petitions regarding extraordinary circumstances beyond the CONTRACTOR’s control shall satisfy all of the following conditions: (i) materially alters CONTRACTOR’s operations or overall costs; (ii) could not reasonably have been foreseen by a prudent operator; and (iii) by all reasonable expectations will continue for a period of at least six (6) months. Such changes shall include inaccurate estimates by the CONTRACTOR of its cost of operations.

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The CONTRACTOR’s request shall contain substantial proof and justification to support the need for the adjustment.

For eac h request brought pursuant to this article CONTRACTOR shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to the CITY with support for assumptions made by the CONTRACTOR in preparing the estimate. The CONTRACTOR shall also submit a schedule showing how its total costs and total revenues have changed over the past two (2) years for the services provided under this Agreement.

The CITY may request from the CONTRACTOR such further information as it deems necessary to fully evaluate the request and make its determination. As a privately held company, CONTRACTOR must maintain the confidentiality of its financial statements and is unable to release financial statements that could be su bject to a public records request. As part of CITY’S review of an extraordinary rate adjustment application by CONTRACTOR, CITY may review CONTRACTOR’S financial statements in a setting that provides the CITY the necessary information it seeks. No copies, reproductions, pictures, or re -creations will be allowed to be retained by the CITY or its consultant. CITY shall review the CONTRACTOR’s request and, in the City Council’s sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. The City Council may consider increases or decreases in the CONTRACTOR’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request.

The CITY and the CONTRACTOR may make changes in the service levels under this Agreement sufficient to avoid the need for a rate adjustment. Extraordinary rate adjustments shall only be effective after approval by the City Council and may not be applied to rates retroactively.

ARTICLE 11: INDEMNIFICATION, INSURANCE AND PERFORMANCE BOND

11.1 INDEMNIFICATION OF THE CITY
A. GENERAL. The CONTRACTOR shall defend, with counsel reasonably acceptable to the CITY, indemnify and hold harmless, to the fullest extent allowed by law, CITY, its officers, officials, employees, volunteers, agents and assignees (collectively, “Indemnitees” ), from and against any and all causes of action, claims, costs (including but not limited to reasonable attorneys’ and expert witness fees), loss, damages , liability, penalties, forfeitures, demands, proceedings or suits, in law or in equity, of every kind and description, including, but not limited to, injury to and death of any Person and damage to property, or for contribution or indemnity claimed by third parties (collectively, the “Claims”), arising out of or occasioned in any way by, directly or indirectly, CONTRACTOR’s performance of, or its failure to perform, its obligations under this Agreement. The foregoing indemnity shall not apply to the extent that the Claim is caused solely by the negligence or intentional misconduct of CITY, its officers, employees or agents, but shall apply if the Claim is caused by the joint negligence of CONTRACTOR and/or other persons. Upon the occurrence of any Claim, CONTRACTOR, at CONTRACTOR’s sole cost and expense, shall defend (with attorneys reasonably acceptable to CITY) CITY, its officers, employees, and agents. CONTRAC TOR’s duty to indemnify and defend shall survive the expiration or earlier termination of this Agreement.

B. CALRECYCLE Indemnification. CONTRACTOR’S duty to defend and indemnify herein includes payment of all fines and/or penalties imposed by CalRecycle, subject to the restrictions set forth in Public Resources Code Section 40059.1, if the requirements of AB 939, AB 341, AB 1826, and/or SB Item 2C - 93

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1383 and corresponding regulations are not met by the CONTRACTOR with respect to the Discarded Materials Collected under this Agreement, and such failure is: (i) due to the failure of CONTRACTOR to meet its obligations under this Agreement, or, (ii) due to CONTRACTOR delays in providing information that prevents CONTRACTOR or CITY from submitting reports required by AB 939, AB 341, AB 1826, and/or SB 1383 and corresponding regulations in a timely manner. The provisions of this Section shall survive the termination or expiration of this Agreement.

C. Excluded Waste. The CONTRACTOR acknowledges that it is responsible for compliance during the

entire Term of this Agreement with all Applicable Laws. The CONTRACTOR shall not store, transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable Laws. The foregoing notwithstanding, or any other provision of this Section 11.1, the Parties acknowledge that de minimis amounts of excluded waste are generated by hous eholds and businesses which may, without the knowledge of CONTRACTOR, improperly place such materials for collection as Solid Waste. The presence of these materials may not be readily detectible by CONTRACTOR when operating an automated collection system. Accordingly, the Parties agree that the mere presence of undetectable amounts of Excluded Waste in Containers collected by CONTRACTOR in the course of performing its duties hereunder shall not, in and of itself, be deemed to constitute negligence on the part of CONTRACTOR, nor shall CONTRACTOR be deemed to have violated Applicable Law.

In the event that the CONTRACTOR negligently or willfully mishandles Excluded Waste in the course of
carrying out its activities under this Agreement, the CONTRACTOR shall at its sole expense promptly take all investigatory and/or remedial action reasonably required for the remediation of such environmental contamination. Prior to undertaking any investigatory or remedial action, however, the CONTRACTOR shall first obtain the Contract Administrator’s approval of any proposed investigatory or
remedial action. Should CONTRACTOR fail at any time to promptly take such action, the CITY may undertake such action at the CONTRACTOR’s sole cost and expense, and the CONTRACTOR shall reimburse the CITY for all such expenses within thirty (30) calendar days of being billed for those expenses, and any amount not paid within that thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent fee payment provision of this Agreement. These obligations are in addition to any defense and indemnity obligations that the CONTRACTOR may have under this Agreement. The provisions of this Article shall survive the termination or expiration of this Agreement.

Notwithstanding the foregoing, the CONTRACTOR’s duties under this subsection shall not extend to any claims arising from the Disposal of Solid Waste at the Approved Disposal Facility, including, but not limited to, claims arising under Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) unless such claim is a direct result of the CONTRACTOR’s negligence or willful misconduct or CONTRACTOR owns or operates the Approved Disposal Facility.

D. Environmental Indemnity. The CONTRACTOR shall defend, indemnify, and hold the CITY harmless against and from any and all Claims attributable to the negligence or willful misconduct of the CONTRACTOR in handling Excluded Waste.

E. Related to Proposition 218. Should there be a Change in Law or a new judicial interpretation of Applicable Law, including, but not limited to, Articles XIII C and XIII D of the California Constitution (commonly known as “Proposition 218”), which impacts the CITY’S ability to set or change Rates for the Collection services established in accordance with this Agreement, CONTRACTOR agrees to Item 2C - 94

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meet and confer with the CITY to discuss the impact of such Change in Law on either Party’s ability to perform under this Agreement.

If, at any time, the existing Rates or a Rate adjustment determined to be appropriate by both CITY and CONTRACTOR to compensate CONTRACTOR for costs or increases in costs as described in this Agreement cannot be maintained or implemented for any reason, CONTRACTOR and CITY shall negotiate in good faith, a reduc tion of services equal to the value of the Rate or Rate adjustment that cannot be implemented. If CITY and CONTRACTOR are unable to reach agreement about such a reduction in services, then CONTRACTOR may either (i) terminate this Agreement upon 180 days’ prior written notice to CITY, in which case the CONTRACTOR and CITY shall each be entitled to payment of amounts due for contract performance through the date of termination but otherwise will have no further obligation to one another pursuant to this Agree ment after the date of such termination, or (ii) request that the matter be referred to a mediator jointly selected by CITY and CONTRACTOR for determination. If CITY, at its sole discretion, agrees to mediation, the Parties shall share equally in the cost of mediation. If CITY does not agree to mediation, then CONTRACTOR may exercise its right to terminate the Agreement in accordance with (i) of this paragraph. The Parties shall, at a minimum, meet and confer regardless of whether a mediator is used.

The CITY shall not be in default of this Agreement, if it is determined by a court of competent jurisdiction, that CITY lacks the authority to set Rates or increase Rates for charges related to providing Collection services under this Agreement. Should a cour t of competent jurisdiction determine that the CONTRACTOR cannot charge and/or increase its Rates for any charges incorporated into the Rates under this Agreement, CONTRACTOR shall (i) reduce the Rates it charges Customers a corresponding amount, providing said fees, Rates and/or charges disallowed by the court are not related to the cost of providing service hereunder and had been incorporated in the Rates charged by CONTRACTOR to its Customers, or (ii) CONTRACTOR may have the right to terminate this Agreement upon 180 days’ prior written notice to CITY.

Nothing herein is intended to imply that California Constitution, Articles XIII C or XIII D, apply to the Rates established for services provided under this Agreement; rather this Section is provided merely to allocate risk of an adverse judicial interpretation between the Parties.

Article 11.1, subsections A –E, shall survive the expiration or earlier termination of this Agreement and shall not be construed as a waiver of rights by the CITY or indemnity from third parties.

11.2 EVALUATION OF LIABILITY
The CONTRACTOR’s obligation to defend, hold harmless, and indemnify under Article 11 shall not be excused because of the CONTRACTOR’s inability to evaluate an Indemnitee’s liability or because the CONTRACTOR evaluates such liability and determines that the Indemnitee is not liable to the claimant. Within twenty (20) days of receiving written notice from the CITY of a claim for which the CITY is entitled to indemnity, the CONTRACTOR shall confirm to the CITY in writing that the CONTRACTOR will provide a defense to the claim and shall take appropriate actions to provide such defense.

11.3 HAZARDOUS SUBSTANCES INDEMNIFICATION

The CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless the CITY, its officers, officials, employees, agents, assigns and any successor or successors to the CITY’s interest from and against Item 2C - 95

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all claims, damages (including but not limited to special, consequential and natural resources damages) injuries, hazardous materials response, remediation and removal costs, losses, demands, liens, liabilities, causes of action, suits (including citizen’s suits), legal or administrative proceedings, interest, fines, charges, penalties (including attorneys’ fees for the adverse party), and expenses (including but not limited to attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against CITY or its officers, officials, employees, agents, assigns, or cont ractors arising or resulting from any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether u ndertaken due to governmental action) concerning: (i) any Hazardous Substance or hazardous wastes at any facility where CONTRACTOR transports, stores, or causes to be disposed Solid Waste pursuant to this Agreement; (ii) CONTRACTOR’s discharge of a pollutant in violation of the State Porter-Cologne Water Quality Act or federal Clean Water Act; (iii) CONTRACTOR’s violation of any State or federal air quality rule, law or regulation; (iv) CONTRACTOR’s violation of any other State or federal environmental law, including the Resource Conservation and Recovery Act or its State law corollary; or (v) CONTRACTOR’s discharge of any Hazardous Substance or Hazardous Waste that causes injury to Person(s) or property(ies), in each of clauses (i) through (iv), during the Term of this Agreement and subject to Article 11. The foregoing indemnity is intended to operate as an agreement to indemnify, defend, insure, protect and hold CITY harmless from liability, pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364, and other applicable State and federal Environmental Laws.

11.4 SEPARATE COUNSEL
The CITY may elect to have and consult separate legal counsel from the CONTRACTOR at any time during the pendency of any claim at its sole discretion. The CITY shall be responsible for paying its separate counsel unless: (i) the CITY reasonably determines and notifies CONTRACTOR that separate counsel is required to represent the CITY during the resolution of any claim; or (ii) a court of competent jurisdiction rules that the CONTRACTOR has refused to satisfy its obligations under this Article 11. Notwithstanding the preceding sentence or the first sentence of Article

11.1, with respect to a particular claim, if the CONTRACTOR confirms to the CITY in writing CONTRACTOR’s obligation to indemnify and defend the CITY, without reserving a right to later seek reimbursement from the CITY with respect to such claim, the CITY shall not object to the counsel representing it being the sam e counsel that represents CONTRACTOR in the defense of such claim and shall, if permitted by law, provide such written conflict- of-interest waiver as may be required for such joint representation. If the CONTRACTOR provides the aforementioned confirmation, but the CITY declines to consent to such joint representation, the CITY may retain its own counsel at its own expense, the CITY shall have no right of defense or reimbursement of defense costs with respect to such claim (but the CITY shall still be entitled to indemnity), the CITY shall reasonably cooperate with CONTRACTOR in the defense and settlement of such claim. If the CONTRACTOR does not provide the aforementioned confirmation, or if the CONTRACTOR provides such confirmation and the CITY is prohibited by law from providing such waiver, then the CONTRACTOR shall reimburse the CITY for the reasonable attorneys’ fees and costs of the CITY’s separate counsel with respect to such claim.

11.5 CONSIDERATION
It is specifically understood and agreed that the consideration inuring to the CONTRACTOR for the execution of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained in this Agreement and the consideration to the CITY are the Solid Waste Collection Services CONTRACTOR shall perform pursuant to this Agreement.

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11.6 OBLIGATION
The execution of this Agreement by the CONTRACTOR shall obligate the CONTRACTOR to comply with the foregoing indemnification provisions; however, the collateral obligation of providing insurance must also be fully complied with as set forth in Article 11.11 below.

11.7 COLLECTION SERVICES SUBCONTRACTORS
Any Subcontractor(s), independent contractor(s) or any type of agent(s) performing or hired to perfor m any term or condition of this Agreement on behalf of the CONTRACTOR, or as may be allowed by this Agreement, shall comply with each term and condition of this Agreement, including each term and condition of Article 11.11 entitled “INSURANCE” or a more appropriate level of coverage as determined by the City. This applies to subcontractors performing collection services for CITY facilities. Furthermore, the CONTRACTOR shall be responsible for the Subcontractor’s acts, omissions and satisfactory performance of the terms and conditions of this Agreement. All Subcontractors, independent contractors and agents to the CONTRACTOR are disclosed on Exhibit 4, attached hereto.

The CONTRACTOR shall require all Subcontractors performing Collection Services under the terms of this Agreement to enter into an agreement containing the provisions set forth in this Article 11 in their entirety and Subcontractor shall fully indemnify the CITY in accordance with this Agreement.

11.8 EXCEPTION
Notwithstanding any other provision of this Article 11, the CONTRACTOR’s obligation to indemnify, hold harmless and defend under this Article11 does not extend to any loss, liability, penalty, damage, cause of action , suit, forfeiture, claim, demand, proceeding, injury, cost, lien, interest, fine, charge or expense (i) as to which the CONTRACTOR is precluded by law from indemnifying the Indemnitee, (ii) which arose or resulted from the sole negligence or willful misconduct of any Indemnitee; (iii) pertaining to the process by which the CONTRACTOR was selected, the exclusive Franchise hereunder was granted, or this Agreement was entered into or approved by the CITY, or the CITY’s authority to do any of the same.

11.9 DAMAGE BY CONTRACTOR

If
the CONTRACTOR’s employees or Subcontractors cause any injury, damage or loss to the CITY property, including but not limited to the CITY streets or curbs, other than normal wear and tear from routine operations and as set forth in Article 5, the CONTRACTOR shall reimburse the CITY for the CITY’s cost of repairing such injury, damage or loss. Such reimbursement is not in derogation of any right of the CITY to be indemnified by the CONTRACTOR for any such injury, damage or loss. With the prior written approval o f the CITY, the CONTRACTOR may repair the damage at the CONTRACTOR’s sole cost and expense. CONTRACTOR shall not be responsible for damage to pavement that does not meet pavement design, construction and maintenance standards for truck operations.

11.10 SURVIVAL
CONTRACTOR’s indemnity obligations shall survive the expiration or termination of this Agreement and continue until such obligations have been fully satisfied by the resolution of all claims for which indemnity obligations are owed to the CITY.

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11.11 INSURANCE
A. Commercial General Liability. The CONTRACTOR shall, at its sole cost and expense, procure, maintain and keep in full force and effect during the life of this Agreement commercial general liability (CGL), and if necessary, commercial umbrella liability insurance in an amount not less than Nine Million Dollars ($9,000,000) for each occurrence and general aggregate and Products/Completed Operations aggregate limits of liability coverage of not less than Nine Million Dollars ($9,000,000).

CGL insurance shall be written on ISO occurrence fo rm CG 00 01 04 13 (or a substitute form providing equivalent coverage) and shall cover liability arising from premises, operations, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).

CITY shall be included as an insured under the CGL, using ISO additional insured endorsement CG 20 10 07/04 and CG 20 37 07/04 or a substitute providing equivalent coverage, and under the commercial umbrella, if any.

This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to CITY. There shall be no endorsement or modification of the CGL to make it excess over other available insurance; alternatively, if the CGL states that it is excess or pro rata, the policy shall be endorsed to be primary with respect to the additional insured.

There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability assumed under a contract.

CONTRACTOR waives all rights against CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained pursuant to Article 11.11 of this Agreement.

Insurer shall endorse CGL policy as required to waive subrogation against CITY.

Furthermore, the commercial general liability policy will contain a separation of insureds provision specifying that the policy will apply separately to the CITY and each additional insured against whom claim is made or suit is brought.

B. Commercial Automobile Liability. The CONTRACTOR shall procure, maintain and keep in full force and effect during the life of this Agreement, automobile liability insurance and, if necessary, commercial umbrella liability insurance for owned, leased, hired or borrowed automobiles in an amount not less than Ten Million Dollars ($10,000,000) combined single limit bodily injury and property damage for each accident.

Coverage as required in paragraph 1.2 above shall be written on ISO form CA 00 01, CA 00 05, CA 00 25, or a substitute form providing equivalent liability coverage.

Pollution liability coverage at least as broad as that provided under the ISO pollution liability — broadened coverage for covered autos endorsement (CA 99 48) shall be provided, and the Motor Carrier Act endorsement (MCS 90) shall be attached.

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CONTRACTOR waives all rights against CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the automobile liability or commercial umbrella liability insurance obtained by CONTRACTOR pursuant to this Agreement.

C. Workers’ Compensation and Employer’s Liability. The CONTRACTOR shall procure, maintain and keep in full force and effect during the life of this Agreement workers’ compensation coverage in an amount not less than the State statutory limits and employers’ liability insurance in an amount not less than One Million Dollars ($1,000,000) each accident for bodily injury by accident or One Million Dollars ($1,000,000) each employee for bodily injury by disease. CONTRA CTOR waives all rights against CITY and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the workers compensation and employers liability or commercial umbrella liability insurance obtained b y CONTRACTOR pursuant to this Agreement.

CONTRACTOR shall obtain an endorsement equivalent to WC 00 03 13 to affect this waiver.

D. Pollution and Remediation Legal Liability.

1. Pollution Legal Liability for Transfer Stations – Owned and Non-Owned – Claims Made.

The CONTRACTOR shall procure, maintain and keep in full force and effect during the life of this Agreement Pollution and Remediation Legal Liability insurance applicable to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed; transit exposures, cleanup costs; and defense, including costs and expenses incurred in the investigation, defense, or settlement of claim; arising out of pollution condition at on or under of the Transfer Station. Coverage shall be maintained in an amount not less than Five Million ($5,000,000).

Coverage as required above shall apply to sudden and non- sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants.

Said Pollution and Remediation Legal Liability insurance shall be on a claims-made form and shall be retroactive to the date CONTRACTOR first be gan providing services in the CITY as the exclusive franchisee for Solid Waste Collection services. Said Pollution and Remediation Legal Liability insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of this Agreement.

If pollution liability insurance coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the CONTRACTOR must purchase "extended reporting” coverage for a minimum of five (5) years after completion of this Agreement.

The CONTRACTOR shall procure, maintain and keep in full force and effect during the life of this Agreement any other insurance required by law. The limits of insurance herein shall not limit the liability of the CONTACTOR.

2. CONTRACTOR Pollution Legal Liability – Occurrence form. The CONTRACTOR shall procure, maintain and keep in full force and effect during the life of this Agreement, Contractors Pollution Legal Liability for contracting operations for th e collection, transportation, Item 2C - 99

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temporary storage and Disposal of the waste. Coverage to include unloading and loading of the waste, all forms of transportation, mis -delivery of the waste and non -owned site Disposal coverage. The coverage is to be on an Occu rrence form with defense outside the limit of liability. The coverage is to apply to pollution conditions arising out of the services under this Agreement for liability arising for bodily injury, property damage including natural resource damage liability and cleanup costs. Coverage shall be maintained in amount not less than Five Million ($5,000,000).

3. Cyber Liability. CONTRACTOR will maintain cyber liability insurance with a combined single limit of not less than One Million ($1,000,000) per event. CONTRACTOR’s cyber policy must include language related to contractor data breach. CONTRACTOR shall verify by providing City Manager a copy of the Declarations Page for the policy for City review prior to the Effective Date.

The insurance required by this subsection includes:

1. Premises Operations;

2. Independent Contractor's Protective;

3. Automobile Liability that includes Owned, Non-Owned, and Hired Motor Vehicles;

4. Broad Form Property Damage, including Completed Operations.

E. Policy. The policy or policies shall be issued by an insurer licensed to do business in the State.

Minimum insurance company ratings as determined by the most current edition of the Best’s Key Rating Guide/Property-casualty/United States should be A- (Secure Best’s Rating) and VIII (Financial Size Category).

F. Additional Requirements. The type and amount of coverage required hereunder may be amended in the future to limits reasonably required by the CITY (such amendment to be considered a CITY - Directed Change and handled pursuant to Article 5.5). The CONTRACTOR shall provide the CITY an endorsement to its insurance policies specifically naming the CITY, its officers, officials, agents, independent contractors, employees and volunteers as additional insureds under the commercial general liability and automobile liability policies, providing coverage for claims that arise out of the work or operations performed by or on behalf of the CONTRACTOR or that in any way concerns this Agreement and include coverage for the additional insureds for both ongoing and completed operations so long as the liability of an additional insured arises out of the work of the named insured, or so long as an additional insured’s liability arises out of the named insured’s performance of this Agreement. The C ONTRACTOR shall not utilize an omnibus endorsement but shall provide an endorsement that specifically names the CITY, its officers, officials, agents, independent contractors, employees and volunteers as additional insureds under the policy. The additional insured endorsement shall not contain any provisions not included in the additional insured forms referenced in this Agreement which limit or restrict coverage for the additional insureds beyond the extent set forth in this Agreement. The coverage provided to the CITY shall be equal and identical to the coverage of the CONTRACTOR under “Proof of Insurance.” Upon commencement of this Agreement, the CITY shall receive, at a minimum, a certificate of insurance along with policy Item 2C - 100

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forms endorsements confirming c overage required under this Agreement. Upon request of the CITY, the CONTRACTOR shall provide a certified copy of the entire policy.

The CONTRACTOR shall provide CITY a copy of all policies of insurance (including all endorsements) within ten (10) Business days following receipt of a written request from the CITY for the same. The required insurance Policy Endorsement shall be filed by the CONTRACTOR with the CITY Clerk prior to the commencement of the CONTRACTOR’s operations under this Agreement, which Endorsement shall reflect the coverage as set forth herein. Following the binding of any policy of insurance, the CONTRACTOR shall deliver a new Policy Endorsement from the insurance company to the CITY Clerk. The general liability, Pollution and Remediation Legal Liability, excess liability, umbrella liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. Primary Insurance. For any claims related to this Agreement the CONTRACTOR’s insurance coverage shall be primary insurance as respects the CITY, its officers, officials, agents, independent contractors, employees, and volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

2. Notification of Cancellation. The CONTRACTOR is required to notify the CITY by certified mail, return receipt requested, of the cancellation, non-renewal or material change of any insurance coverage or policy immediately upon receiving notice of cancellation, non - renewal or material change.

H. Occurrence-based coverage and Thirty-Day Notice. Except for the pollution liability policy, which is written on a claims-made basis, each insurance policy required by this clause shall be occurrence- based or an alternate form as approved by the CITY and en dorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been received by the CITY.

I. Proof of Insurance. Proof of insurance shall be mailed to the following address or any subsequent address as may be directed in writing by the CITY.

City of Palm Springs Procurement Department
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
J. Modification of Insurance Requirements. The insurance requirements provided in this Agreement may be modified or waived by the CITY, in writing, upon the request of the CONTRACTOR if the CITY determines such modification or waiver is in the best interest of the CITY considering all relevant factors, including exposure to the CITY.

K. Rights of Subrogation. All required insurance policies shall preclude any underwriter’s rights of recovery or subrogation against the CITY with the express intention of the Parties being that the required insurance coverage protects both Parties as the primary coverage for any and all losses covered by the above -described insurance. The CONTRACTOR shall ensure that any companies issuing insurance to cover the requirements contained in this Agreement agree that they shall have no recourse against the CITY for payment or assessments in any form on any policy of insurance.

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The clauses ‘Other Insurance Provisions’ and ‘Insured Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in which the CITY is named as an additional insured shall not apply to the CITY.

L. Failure to Obtain Insurance. The failure of the CONTRACTOR to obtain and maintain any required insurance shall not relieve CONTRACTOR of any liability under this Agr eement (and the CONTRACTOR may be answerable to the CITY for damages or any other remedy on account of such breach) nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

M. No Limitation of Liability. By requiring insurance herein, CITY does not represent that coverage and limits will necessarily be adequate to protect CONTRACTOR, and such coverage and limits shall not be deemed as a limitation on CONTRACTOR’s liability under the indemnities granted to CITY in this contract.

11.12 PERFORMANCE BOND
Unless waived by the CITY in writing, the CONTRACTOR shall furnish to the CITY, and keep current, a performance bond in a form with language that is acceptable to the CITY, for the faithful performance of this Agreement and all obligations. The principal sum of the bond shall be Two Hundred and Fifty Thous and and 00/100 Dollars ($250,000.00) and shall be annually adjusted by the CPI. In the event the performance bond is waived by the CITY and the CONTRACTOR takes any action, or allows any action to be taken, which falls under the provisions of Article

13.10 entitled “ASSIGNMENT,” waiver of the performance bond as set forth in Article 11.12 herein, is automatically and immediately rescinded and the CONTRACTOR shall have ten (10) calendar days to obtain the performance bond required herein and provide proof of such performance bond to the CITY.

A. Requirements. The performance bond shall be executed by a surety company that is: acceptable to the CITY; an admitted surety company licensed to do business in the State; has an "A:VII" or better rating by A. M. Best or Standard and Poor’s; and included on the list of surety companies approved by the Treasurer of the United States.

ARTICLE 12: DEFAULT AND REMEDIES

12.1 EVENTS OF DEFAULT
Each of the following shall constitute an event of default.

A. Fraud or Deceit. The CONTRACTOR practices, or attempts to practice, any fraud or deceit upon the CITY.

B. Insolvency or Bankruptcy. The CONTRACTOR becomes insolvent, unable, or unwilling to pay its debts, or upon listing of an order for relief in favor of the CONTRACTOR in a bankruptcy proceeding.

C. Failure to Provide and Maintain Bonds/Letter of Credit and Coverage . The CONTRACTOR fails to provide or maintain the performance bond or letter of credit, if required by this Agreement, or if the Item 2C - 102

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CONTRACTOR fails to provide or maintain in full force and affect the workers’ compensation, liability, or indemnification coverage as required by this Agreement.

D. Violations of Regulation . The CONTRACTOR violates any orders or filings of any regulatory body having authority over CONTRACTOR relative to this Agreement, provided that the CONTRACTOR may contest any such orders or filings by appropriate proceedings conducted in good faith, in which case no breach or default of this Agreement shall be deemed to have occurred unless and until the regulatory body or court determines CONTRACTOR violated such order or filing .

E. Violations of Applicable Law. The CONTRACTOR violates Applicable Law relative to this Agreement.

F. Failure to Perform Direct Services. The CONTRACTOR ceases to provide Collection, transportation, or Processing services as required under this Agreement for a period of two (2) consecutive calendar days or more, for any reason within the control of the CONTRACTOR. Notwithstanding the foregoing, CONTRACTOR shall not be liable for Liquidated Damages if CONTRACTOR is excused from performance pursuant to Article 12.9.

G. Failure to Comply with Requirements of SB 1383 Regulations. The CONTRACTOR fails to comply with requirements of the Agreement including public education, reporting, contamination monitoring, recordkeeping, or other obligations of this Agreement that delegate CITY’S responsibility and/or authority under SB 1383 Regulations to CONTRACTOR.

H. Failure to Pay or Report. The CONTRACTOR fails to make any payments to the CITY as required under this Agreement including payment of CITY fees, surcharges or Liquidated Damages or refuses to provide the CITY with required information, reports, and/or records in a timely manner as provided for in this Agreement.

I. Acts or Omissions. Any other act or omission by the CONTRACTOR which violates the terms, conditions, or requirements of this Agreement, or any law, statute, ordinance, order, directive, rule, or regulation issued thereunder and which is not corrected or remedied within the time set in the written notice of the violation or, if the CONTRACTOR cannot reasonably correct or remedy the breach within the time set fo rth in such notice, if the CONTRACTOR should fail to commence to correct or remedy such violation within the time set forth in such notice and diligently effect such correction or remedy thereafter.

J. F
alse, Misleading, or Inaccurate Statements . Any representation or disclosure made to the CITY by the CONTRACTOR in connection with or as an inducement to entering into this Agreement, or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time such representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement; and, any CONTRACTOR - p
rovided report containing a
misstatement, misrepresentation, data manipulation, or an omission of fact or c ontent explicitly defined by this Agreement, excepting non-n
umerical typographical and grammatical errors.

K
. Seizure or Attachment . There is a seizure of, attachment of, or levy on, some or all of the CONTRACTOR’s operating equipment, including without limits its equipment, maintenance or office facilities, Approved Facility, or any part thereof, which results in a disruption of service.

L. S
uspension or Termination of Service. There is any termination or suspension of the transaction of business by the CONTRACTOR related to this Agreement, including without limit, due to labor unrest including strike, work stoppage or slowdown, sick-o
ut, picketing, or other concerted job action lasting
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more than two (2) calendar days and resulting in an imminent and substantial threat to public health and safety, as determined by CITY.

M. Criminal Activity. CONTRACTOR, its officers, or any manager or other employee are convicted of a felony, where the conviction is the result of actions (i) taken by such person while acti ng within the course and scope of their employment, and with the knowledge, or at the direction, of CONTRACTOR, and (ii) which relate directly to the performance of services to the CITY under this Agreement..

N. Assignment without Approval . The CONTRACTOR transfers or assigns this Agreement without the expressed written approval of the CITY unless the assignment is permitted without approval of the CITY pursuant to Article 13.10 of this Agreement.

O. Failure to Perform Any Obligation . The CONTRACTOR fails to perform any obligation established under this Agreement or fails to cure a curable default.

12.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT
The CITY may terminate this Agreement immediately upon written notice to the CONTRACTOR in the eve nt the CONTRACTOR defaults under Article 12.1.C. entitled, “Failure to Provide and Maintain Bonds/Letters of Credit and Coverage.”
The CONTRACTOR shall be given ten (10) Business Days from written notification by the CITY to cure any default which, in the CITY’s sole opinion, creates an imminent and substantial public health and safety threat.

T
he CONTRACTOR shall be given ten (10) Business Days from written notification by the CITY to cure any default arising under subsections E, F, I, J, and K in Article 12.1 provided, however, that the CITY shall not be obligated to provide CONTRACTOR with a notice and cure opportunity if the CONTRACTOR has committed the same or similar breach/default within a twenty
-f
our (24) month period.

T
he CONTRACTOR shall be given t hirty (30) calendar days from written notification by the CITY to cure any other default (which is not required to be cured within ten (10) Business Days); however, the CITY shall not be obligated to provide CONTRACTOR with a notice and cure opportunity if the CONTRACTOR has committed the same or similar breach/default within a twenty
-f
our (24) month period. Failure to allege breach/default shall not constitute waiver by the CITY.
1 2.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT
Upon the CONTRACTOR’s default, the CITY has the following remedies in the event of the CONTRACTOR default:

A. Waiver of Default . The CITY may waive any event of default or may waive CONTRACTOR’s requirement to cure a default event if the CITY determines that such waiver would be in the b est interest of the CITY. The CITY’s waiver of an event of default is not a waiver of future events of default that may have the same or similar conditions.

B. Suspension of the CONTRACTOR’s Obligation. The CITY may suspend CONTRACTOR’s performance of its obligations if the CONTRACTOR fails to cure default in the time frame specified in Article 12.2 until such time the CONTRACTOR can provide assurance of performance in accordance with the terms of this Agreement.

C. Liquidated Damages. The CITY may assess Liquidated Damages for the CONTRACTOR’s failure to meet specific performance standards pursuant to Article 12.6.

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D. Termination. In the event that the CONTRACTOR should default, subject to the right of the CONTRACTOR to cure, in the performance of any provisions of this Agreement, and the default is not cured for any default within ten (10) calendar days if the default creates an imminent and substantial public health and safety threat or arises under Article 12.1. E, F, I, J, or K, or otherwise thirty (30) calendar days after receipt of written notice of default from the CITY, then the CITY Council may, hold a hearing at its Counc il meeting to determine whether this Agreement should be terminated. This Agreement may not be terminated except by act of the City Council. In the event the CITY decides to terminate this Agreement, the CITY shall serve twenty (20) calendar days ’ written notice of its intention to terminate upon CONTRACTOR. In the event the CITY exercises its right to terminate this Agreement, the CITY may, at its option, upon such termination, either directly undertake performance of the services or arrange with other Persons to perform the services with or without a written agreement. This right of termination is in addition to any other rights of the CITY upon a failure of the CONTRACTOR to perform its obligations under this Agreement.

CONTRACTOR shall not be entitled to any further revenues from Collection operations authorized hereunder from and after the date of termination except to the extent attributable to services rendered prior to termination.

E. Other Available Remedies. The CITY’s election of one (1) or more of the remedies described herein shall not limit the CITY from any and all other remedies at law and in equity including injunctive relief, etc.

12.4 POSSESSION OF RECORDS UPON TERMINATION
In the event of termination for an event of default, the CONTRACTOR shall furnish the Contract Administrator with immediate access to all of its business records, including without limitation, proprietary CONTRACTOR computer systems, related to its Customers, Collection routes, and billing of accounts for Collection services in the City of Palm Springs.

12.5 CITY’S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE
The CITY’s rights to terminate this Agreement under Article 12.3, and to take possession of the CONTRACTOR’s records under Article 12.4 are not exclusive, and the CITY’s termination of this Agreement and/or the imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall be in addition to any and all other legal and equitable rights and remedies, including but not limited to termination, which the CITY may have.

By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the lead time required to effect alternative service; and the rights granted by the CITY to the CONTRACTOR, the re medy of damages for a breach hereof by the CONTRACTOR is inadequate and the CITY shall be entitled to injunctive relief (including but not limited to specific performance).

12.6 PERFORMANCE REVIEWS
A. Time for Performance Review. The CONTRACTOR’s performance review shall be subject to review at the third year and at the following times:

1. By CONTRACTOR’s serious breach of the terms of this Agreement;

2. As part of any review for an Extraordinary Rate Adjustment.

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3. At any time such review is ordered by the City Manager, but not more often than every other year.

B. Components of Performance Review. Performance Review shall consist of any or all of the following components at the CITY’s discretion.

Technical Review to determine the effectiveness of the technologies employed for Solid Waste Collection, Recycling or Disposal services. Procedures will include a review of (i) Solid Waste Collection, source reduction, Recycling or Disposal services; (ii) the application of new technologies; (iii) the effect of legislative and regulatory changes; and, (iv) compliance with the terms of this Agreement.

Rate Review to assure the rates charged Customers are reasonable for the services and terms and conditions of the Agreement in comparison to those in other communities within the Coachella Valley market area. The CITY may work with a third party to conduct a review of rates of other valley cities and each unique scope of offerings.

Service Review to assure that services are provided of satisfactory quality and effectiveness in substantial compliance with the terms of this Agreement. Procedures will include conducting a review of (i) the services provided; (ii) the feasibility of providing new services; (iii) Customer complaints and CONTRACTOR’s response to customer complaints; (iv) Recordkeeping; and (v) Customer satisfaction surveys.

The Parties agree that the purpose of the survey is to accurately and objectively measure Customer satisfaction with CONTRACTOR’s performance. Care will be given in the design of the survey instrument to determine the reason behind reports of unsatisfactory performance and to differentiate between dissatisfaction with CONTRACTOR’s performance and dissatisfaction with policies and/or procedures determined by CITY or dictated by this Agreement. Surveys with responses without explanatory comments or for which such a differentiation cannot be clearly made shall be excluded from tabulation.

The Customer satisfaction survey will be distributed to a minimum of one thousand (1,000) Residential Customers, stratified by full-time occupied and part-time occupied, and at least fifty percent (50%) of CONTRACTOR’s Commercial Customers, selected at random.

Compliance Review to assure that CONTRACTOR is in substantial compliance with this Agreement and all other applicable provisions of law and all representations and warranties. Procedures will include a review of the CONTRACTOR’s performance with regard to the provisions of this Agreement and applicable laws, regulations and requirements.

Financial Review to measure CONTRACTOR’s accuracy of Customer billings and CONTRACTOR’s accuracy of CITY Fees paid to CITY. Procedures will include (i) Collecting CONTRACTOR’s Rate Schedules for the period under review; (ii) randomly select Residential, Commercial and Industrial accounts; (iii) obtain billing and payment records for the accounts selected for review; review the accuracy of CONTRACTOR’s Customer billings; (iv) Review Contractor’s records and reports of Customer Billings, Disposal and Diversion activities; (v) compute amount of CITY Fees due to CITY; analyze CONTRACTOR’s payment of CITY Fees; and, (vi) make a determination regarding the accuracy of CONTRACTOR’s payment of CITY Fees.

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C. Conduct of Performance Review. An independent consultant selected by CITY shall perform the performance review and the financial review component of the performance review shall be performed by a certified public accountant. CONTRACTOR shall comply with all record and documentation requests in a timely manner. The performance review shall be completed within one hundred-fifty (150) days from the date CITY notifies CONTRACTOR of its intent to perform the review, and if not completed within that timeframe, the review shall be abandoned and it shall be assumed that CONTRACTOR favorably performed in all components and aspects of the review, unless otherwise agreed to by the Parties.

D. Cost of Performance Review. CONTRACTOR shall be solely responsible for the full cost of each Performance Review conducted as part of any review for an Extraordinary Rate Adjustment and during the fifth and tenth Contract years. CONTRACTOR shall deposit sufficient funds with CITY to pay for CITY’s reasonable cost for such Performance Review. When a Performance Review is undertaken by CITY for reasons other than those provided above, the full cost of conducting the review shall be borne solely by the CITY.

E. Review Procedure. Whenever a Performance Review is called for under the provisions of this Agreement, a public Performance Review Hearing will be held, at least sixty (60) days in advance of the commencement date of the Performance Review. Thirty (30) days prior to the Performance Review Hearing, CONTRACTOR shall submit a report to the City Manager which may contain such information as it wishes to have considered, and shall contain the following:

A. Recommended changes and/or new services to improve CITY’s ability to meet Diversion goals and to contain costs and minimize impacts on rates.

B. Any specific plans for provision of changed or new services by CONTRACTOR.

C. Responses to any issues that have been raised concerning Services performed by CONTRACTOR.

D. The reports required by this Agreemen t shall be used as one basis for review of CONTRACTOR’s performance, and CONTRACTOR may submit other relevant performance information and reports for consideration. In addition to the above, CITY may request CONTRACTOR to submit other relevant performance information and reports for consideration. In addition to the above, CITY may request CONTRACTOR to submit any other specific information relating to its performance.

F. Review Hearing. The City may conduct the performance review administratively, or, if in the opinion of the City Manager significant actions are required by CONTRACTOR affecting the Agreement, or if there would be significant public interest, the City Manager may request review through a Performance Review Hearing held by the City Council at a public meeting. The City Manager may cause notice of the hearing to be given by publication in a newspaper of general circulation at least ten (10) days before the hearing and shall give CONTRACTOR ten (10) days’ written notice of such hearing. CONTRACTOR may submit comments or complaints during or before the Hearing, either orally or in writing. CONTRACTOR shall be present at and participate in the Performance Review Hearing. The Performance Review Hearing may include all components of Performance Review as described herein, including obtaining new or expanded services. The City Council may use all relevant evidence produced at the Hearing and shall approve a report concerning CONTRACTOR’s performance and adopt findings by Resolution. As a result of its findings following any Performance Review Hearing, CITY may require CONTRACTOR to provide expanded Item 2C - 107

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or new services within a reasonable time and CITY may direct or take corrective actions for any performance inadequacies (although nothing contained in this provision should be construed as requiring CITY to hold a Performance Review Hearing in order to enforce any rights or remedies it has pursuant to the terms hereof.) Should CITY require expanded or new services as a remedy for CONTRACTOR’s failure to perform its obligations hereunder, no additional compensation shall be due for such services.

12.7 LIQUIDATED DAMAGES
A. General. The CONTRACTOR acknowledges and agrees that one of the CITY’s primary goals in entering into this Agreement is to ensure that the provided Collection Services are of the highest quality; that Service Recipient satisfaction remains at the highest level; that authorized programs are designed and implemented to achieve compliance with CalRecycle diversion requirements applicable to CITY; that fees for service remain competitive; and, that materials Collected are put to the highest and best use to the extent feasible. The Parties find that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by CITY as a result of a breach by CONTRACTOR of its obligations under this Agre ement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that:
(i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of the Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) that exclusive services might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.

B. Service and Diversion Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties further acknowledge that consistent and reliable Collection Service is of utmost importance to the CITY and that the CITY has considered and relied on CONTRACTOR’s representations as to its quality-of-service commitment in entering into this Agreement with it. The Parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The Parties further recognize that if the CONTRACTOR fails to achieve the performance standards, or fails to submit required documents in a timely manner, the CITY and the CITY’s residents and businesses will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages. Therefore, without prejudice to the CITY’s right to treat such non - performance as an event of default under Article 12, the Parties agree that the liquidated damages amount defined below represent reasonable estimates of the amount of such damages considering all of the circumstances existing on the effective date of this Agreement, including the relationship of the sums to the range of harm to the CITY, Customers and th e community as a whole that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. In placing their initials at the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that this Agreement was made.

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C. Procedure for Assessing Liquidated Damages.

1. The CITY may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees or representatives, investigation of Customer complaints or self-reporting by the CONTRACTOR.

2. Prior to assessing liquidated damages, and within thirty (30) days of becoming aware of such violation, the CITY shall give CONTRACTOR notice of its intention to do so. The notice will include a brief description of the incident(s)/non-performance. The CONTRACTOR may review and make copies at its own expense of all information in the possession of the CITY relating to incident(s)/non-performance. The CONTRACTOR may, within ten (10) working days after receiving notice, request a meeting with the CITY to present evidence regarding the accuracy of the facts related to the incident. If a meeting is requested, it shall be held by the Contract Administrator or his/her designee. The CONTRACTOR may present evidence relevant to the incident(s)/non -performance. The Contract Administrator or designee will provide CONTRACTOR with a written explanation of his or her determination on each incident(s)/non -performance prior to authorizing the assessment of liquidated damages. The decision of the CITY shall be final and the CONTRACTOR shall have been deemed to have exhausted its administrative remedies and can thereafter challenge such ruling in court. The CONTRACTOR shall not be liable to pay liquidated damages with respect to any violation or incident of substandard performance as described in Article 12.7 entitled “Excuse from Performance” herein, or which has been cured within the time set forth in this Agreement for cure, or occurring after termination of this Agreement, or while the CITY (or any third party authorized by the CITY) is performing interim Collection Services except for items 3., 4., 5., 10., 12., or 17., in the tables below occurring after termination of this Agreement.

3. The CONTRACTOR shall pay any Liquidated Damages assessed by the CITY within ten (10) Business Days of the date the Liquidated Damages are assessed. If they are not paid within the ten (10) Business Day period, the CITY may proceed against the performance bond required by this Agreement, order the termination of the rights granted by this Agreement, or all of the above.

B. The CO NTRACTOR agrees to pay (as Liquidated Damages and not as a penalty) the following amounts:

LIQUIDATED DAMAGES
Item Amount

1. Each occurrence of CONTRACTOR Collecting
from Customers during unauthorized hours.
$250/Event

2. Failure to provide Containers for SB 1383
Collection service, including Organic Materials
Collection by October 1, 2022 to all
customers, unless customer has been granted
a waiver..
$1,000 each week.

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LIQUIDATED DAMAGES
Item Amount

3. Failure to complete annual outreach and
education requirements as described in
Exhibit 3 by June 30 of any Rate Year to CITY’s
satisfaction.
$1,000 per Rate Year.

4. Each failure by CONTRACTOR to develop,
produce, and distribute a public outreach
document or perform a community outreach
activity in the form and manner required
under the Agreement and approved by CITY.
$500/Document or Activity

5. Failure to complete annual SB 1383
monitoring requirements as described in
Exhibit 3 by June 30 of any Rate Year to CITY’s
satisfaction.
$1,000 per Rate Year.

6. Failure to complete annual reporting
requirements as described in Exhibit 3 by June
30 of any Rate Year to CITY’s satisfaction.
$1,000 per Rate Year.

7. Commingling Solid Waste with Recyclable
Materials in Collection Vehicles.
$1,000 per incident.

8. Disposal of Recyclable Materials or Organic
Materials in the Disposal Facility except as
provided in this Agreement.
$1,000 per load.

9. Failure to deliver any Collected materials to
the CITY approved Disposal Facility, Materials
Recovery Facility, Transfer Station, or Organic
Materials Processing Facility, as appropriate,
except as otherwise expressly provided in this
Agreement.
$5,000 first failure
$25,000 each subsequent failure.

10. Failure to timely provide Containers to new
service units or to timely replace Containers
for existing customers within five (5) calendar
days of receiving such request.
$50/Event

11. Failure to provide Collection service on the
Assigned date/time of scheduled collection.
$250/Event

12. Failure to contact Customers in response to
complaints within 24 hours or to resolve or
remedy a Complaint within seven (7) calendar
days of receiving such Complaint.
$250/Event
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LIQUIDATED DAMAGES
Item Amount

13. Failure to label Containers. $250/Event

14. Failure to issue contamination notices. $50/Event

15. Failure to conduct compliance tasks (i.e.,
perform route reviews or waste audits).
$250/Event

16. Failure to investigate complaints. $250/Event

17. Failure to perform re-inspections. $50/Event

18. Failure to meet Minimum Diversion Rate
percentage.
$1,000 per Rate Year.

19. Submission of a late report. $1,000 per Event.

20. Submission of an inaccurate and misleading
report.
$1,000 per Event.

21. Failure to fulfill anything other obligation in
this Agreement.
$250/Event

12.8 EXCUSE FROM PERFORMANCE
The Parties shall be excused from performing their respective obligations hereunder and from any obligation to pay Liquidated Damages to the extent and for the period of time they are prevented from so performing by reason of floods, earthquakes, pandemics, other acts of nature, war, civil insurrection, riots, acts of any government (including judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the Party claiming excuse from performance hereunder. In the case of labor unrest or job action directed at a third party over whom CONTRACTOR has no control, the inability of the CONTRACTOR to provide services in accordance with this Agreement due to the unwillingness or failure of the third party to: (i) provide reasonable assurance of the safety of the CONTRA CTOR’s employees while providing such services; or, (ii) make reasonable accommodations with respect to Container placement and point of Delivery, time of Collection, or other operating circumstances to minimize any confrontation with pickets or the number of Persons necessary to make Collections shall, to that limited extent, excuse performance. The foregoing excuse shall be conditioned on the CONTRACTOR’s cooperation in performing Collection services at different times and in different locations. Further, in the event of labor unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other concerted job action conducted by the CONTRACTOR’s employees or directed at the CONTRACTOR, or a subsidiary, the CONTRACTOR shall not be excused from performance. In such case, the CONTRACTOR shall continue to provide a reasonably satisfactory level of performance during the pendency thereof, but the CONTRACTOR shall not be required to adhere strictly to the specific requirements of this Agreement regarding routes, Collection times or similar matters; provided, however, that in no event shall more than seven (7) calendar days elapse between pickups for Residential and Commercial Customers.

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The Party claiming excuse from performance shall, within two (2) calendar days after such Party has notice of such cause, give the other Party notice of the facts constituting such cause and asserting its claim to excuse under this Article.

If either Party validly exercises its rights under this Article, the Parties hereby waive any claim against each other for any damages sustained thereby.

The partial or complete interruption or discontinuance of the CONTRACTOR’s services caused by one (1) or more of the events described in this Article shall not constitute a default by the CONTRACTOR under this Agreement.

Notwithstanding the foregoing, however, if the CONTRACTOR is excused from performing its obligations hereunder for any of the causes listed in this Article for a period of thirty (30) calendar days or more, the CITY shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) Business Days’ notice to the CONTRACTOR, in which case the provisions of Article 12.3 shall apply.

12.9 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE
The Parties acknowledge that it is of the utmost importance to the CITY and the health and safety of all those members of the public residing or doing business within the CITY who will be adversely affected by interrupted waste management service, that there is no material interruption in services provided under this Agreement.

I
f the CONTRACTOR: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-o ut, picketing
or other concerted job action; (ii) appears in the reasonable judgment of the CITY to be unable to regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order entered by a Federal, State, regional or local agency for violation of an Applicable Law, and the CIT Y believes in good faith that the CONTRACTOR’s ability to perform under this Agreement has thereby been placed in substantial jeopardy, the CITY may, at their sole option and in addition to all other remedies it may have, demand from the CONTRACTOR reasonable assurances of timely and proper performance of this Agreement, in such form and substance as the CITY believes in good faith is reasonably necessary in the circumstances to evidence continued ability to perform under this Agreement. If the CONTRACTOR f ails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by the CITY, such failure or refusal shall be an event of default for purposes of Article 12.1.

ARTICLE 13: OTHER AGREEMENTS OF THE PARTIES

13.1 LEGAL REPRESENTATION
It is acknowledged that each Party was, or had the opportunity to be, represented by counsel in the preparation of and contributed equally to the terms and conditions of this Agreement and, accordingly, the rule that a contract or Agreement shall be interpreted strictly against the party preparing the same shall not apply herein due to the joint contributions of both Parties.

13.2 FINANCIAL INTEREST
The CONTRACTOR warrants and represents that no elected official, officer, agent or employee of the CITY has a financial interest, directly or indirectly, in this Agreement or the compensation to be paid under it and, further, that no CITY employee who acts in the CITY as a purchasing agent, nor any elected or appointed officer of the CITY, nor Item 2C - 112

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any spouse or child of such purchasing agent, employee or elected or appointed officer, is a partner, officer, director or proprietor of the CONTRACTOR and, further, that no such CITY employee, purchasing agent, CITY elected or appointed officer, or the spouse or child of any of them, alone or in combination, has a material interest in the CONTRACTOR. Material interest means direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of the CONTRACTOR.

13.3 CONTRACTOR NOT OFFICER, EMPLOYEE OR AGENT
A. CONTRACTOR IS INDEPENDENT CONTRACTOR. It is understood and agreed, and it is the intention of the Parties hereto, that the CONTRACTOR is an independent contractor, and is not an officer, employee, or agent of the CITY for any purpose whatsoever. The CITY shall have no right to and shall not control the manner and method by which the Franchise services are performed by CONTRACTOR herein, except as otherwise provided in this Agreement. The CONTRACTOR sha ll be entirely and solely responsible for its acts and the acts of its agents, employees, Subcontractors engaged in the performance of services hereunder. The CONTRACTOR shall have no claim under this Agreement or otherwise against the CITY for vacation pay, sick leave, retirement benefits, social security, workers’ compensation, disability, or unemployment insurance benefits or other employee benefits of any kind. The Parties acknowledge that the CITY shall not withhold from the CONTRACTOR’s compensation any funds for income tax, FICA, disability insurance, unemployment insurance, or similar withholding and the CONTRACTOR is solely responsible for the timely payment of all such taxes and related payments to the State and federal government for itself and it s employees, agents, and Subcontractors who might render services in connection with this Agreement. The CONTRACTOR shall inform all entities or Persons who perform any services pursuant to this Agreement of the provisions of this Article.

B. CONTRACTOR RESPO NSIBILITY TO AND FOR ITS OFFICERS, AGENTS EMPLOYEES, the CONTRACTORS AND SUBCONTRACTORS. The CONTRACTOR shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and Subcontractors, if any. Neither the CONTRACTOR nor its officers, employees, agents, contractors, or Subcontractors shall obtain any right to retirement benefits, workers’ compensation benefits, or any other compensation or benefits which accrue to the CITY employees and the CONTRACTOR expressly waives any claim it may have or acquire to such compensation or benefits.

13.4 CONTRACTOR’S USE OF SUBCONTRACTOR
The use of a Subcontractor to perform services under this Agreement shall not constitute delegation of the CONTRACTOR’s duties provided that the CONTRACTOR has received prior written authorization from the Contract Administrator to subcontract such services and the Contract Administrator has approved a Subcontractor who will perform such services. The CONTRACTOR shall be responsible for directing the work of the CONTRACTOR’s Subcontractors and any compensation due or payable to the CONTRACTOR’s Subcontractor shall be the sole responsibility of the CONTRACTOR. The Contract Administrator shall have the right to require the removal of any approved Subcontractor for reasonable cause. The Subcontractors listed in Exhibit 4 to this Agreement are hereby approved by the CITY.

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13.5 COMPLIANCE WITH LAW
The CONTRACTOR shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of t he United States, State, County, and the CITY and with all applicable regulations promulgated by Federal, State, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued or amended during the Term.

A. PERMITS AND LICENSES. The CONTRACTOR shall obtain, at its own expense, all permits, licenses and approvals required by law or ordinance, and shall maintain such permits, licenses and approvals in full force and effect throughout the Term of this Agreement. The CONTRACTOR shall provide 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 Contract Administrator.

B. NOTICE OF AMENDMENT TO CITY CODE. The CITY shall provide written notice to the CONTRACTOR of any planned amendment of the CITY Code of Ordinances that would substantially affect CONTRACTOR’s obligations or the performance of the CONTRACTOR’s services pursuant to this Agreement. CITY will make efforts to try to provide at least thirty (30) calendar days prior to the City Council approval of such an amendment.

13.6 GOVERNING LAW
The law of the State shall govern the rights, obligations, duties and liabilities of the CITY and the CONTRACTOR under this Agreement and shall govern the interpretation of this Agreement.

13.7 LITIGATION
In the event of any litigation arising out of this Agreement, the prevailing Party in such action shall be entitled to recover its reasonable costs and expenses including, without limitation, reasonable attorneys’ fees and costs paid or incurred in good faith. The “prevailing Party,” for purposes of this Agreement, shall be deemed to be that Party who obtains substantially the result sought, whether by settlement, dismissal or judgment.

13.8 VENUE
The Parties agree that any litigation between the CITY and the CONTRACTOR concerning or arising out of this Agreement shall be filed and maintained exclusively in the courts of the County of Riverside, California. Each Party consents to service of process in any manner authorized by law.

13.9 BINDING ON SUCCESSORS
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and permitted assigns of the Parties.

13.10 ASSIGNMENT
CONTRACTOR shall not assign its rights nor delegate or otherwise transfer its obligations under this Agreement to any other Person without the prior written consent of the CITY. Any such assignment made without the consent of the CITY shall be void and the attempted assignment shall constitute a material breach of this Agreement.

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F
or purposes of this Article, "assignment" shall include, but not be limited to: (i) a sale, exchange or other transfer of substantially all of the CONTRACTOR's local, regional, and/or corporate assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of ten (10) percent or more of the local, regional, and/or corporate assets, stock, or ownership of the CONTRACTOR to a Person (other than a transfer of shares in the CONTRACTOR by the owner of such shares to a revocable trust for the benefit of his family or to another family member owning shares in the CONTRACTOR) except that no cumulative sale, exchange, or transf er of shares may exceed twenty (20) percent during the Term of this Agreement (other than a transfer of shares in the CONTRACTOR by the owner of such shares to a revocable trust for the benefit of his family or to another family member owning shares in the CONTRACTOR); (iii) any reorganization, consolidation, merger, recapitalization, stock issuance or re -
is
suance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which the CONTRACTOR or any of its shareholders is a party which results in a change of ownership or control of ten (10) percent or more of the value or voting rights in the local, regional, and/or corporate stock of the CONTRACTOR; (iv) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, transfer station, etc.) used by the CONTRACTOR to fulfill its obligations under this Agreement; and, (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or chan ge of local, regional, and/or corporate ownership and/or control of the CONTRACTOR. For purposes of this Article, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest pursuant to the assignment.

Th
e CONTRACTOR acknowledges that this Agreement involves rendering a vital service to the CITY’s residents and businesses, and that the CITY has selected CONTRACTOR to perform the services specified herein based on: (i) CONTRACTOR's experience, skill, and reputatio n for conducting its Solid Waste, Recyclables, Green Waste, Food Waste and C&D Debris management operations in a safe, effective, and responsible fashion, at all times in keeping with applicable waste management laws, regulations, and good waste management practices; and, (ii) CONTRACTOR's financial resources on a local, regional, and/or corporate level to maintain the required equipment and to support its indemnity obligations to the CITY under this Agreement. The CITY has relied on each of these factors, among others, in choosing the CONTRACTOR to perform the services to be rendered by the CONTRACTOR under this Agreement.

If the CONTRACTOR requests the CITY consideration of and consent to an assignment, the CITY may deny or approve such request in their complete discretion. No request by the CONTRACTOR for consent to an assignment need be considered by the CITY unless and until CONTRACTOR has met the following requirements. The CITY may, in its sole discretion, waive one (1) or more of these requirements.

A. O
n the date the CONTRACTOR submits a written request for the CITY written consent of an assignment, the CONTRACTOR shall pay the CITY a transfer fee in the amount of one (1) percent of the Gross Billings for the most
-r
ecently completed Rate Year. The transfer fee shall be returned to the CONTRACTOR if the CITY denies consent.

B
. The CONTRACTOR shall undertake to pay the CITY its reasonable expenses for attorneys’, consultants’, accountants’ fees, staff time, and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment.

C. The CONTRACTOR shall furnish the CITY with audited financial statements of the proposed assignee's operations for the immediately preceding three (3) operating years.

D. The CONTRACTOR shall furnish the CITY with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of Solid Waste, Recyclable Materials, Organic Materials and C&D Debris management experience on a scale equal to or exceeding the scale of operations conducted by the Item 2C - 115

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CONTRACTOR under this Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any citations or other censure from any Federal , State or local agency. The CONTRACTOR having jurisdiction over its waste management operations due to any significant failure to comply with State, Federal or local waste management laws and that the assignee has provided the CITY with a complete list of such citations and censures; (iii) that the proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its operations and management practices in accordance with sound waste management practices in full compliance with all Federal, State, and local laws regulating the Collection, transportation, Processing and Disposal of Solid Waste, Recyclable Materials, Organic Materials and C&D Debris, including Hazardous Waste; and, (v) that any other information required by the CITY demonstrates that the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.

E. The CONTRACTOR shall provide the CITY with any and all additional records or documentation which the CITY reasonably determines would facilitate the review of the proposed assignment.

Under no circumstances shall any proposed assignment be considered by the CITY if the CONTRACTOR is in default at any time during the period of consideration. If, in the CITY’s sole determination, there is any doubt regarding the compliance of the CONTRACTOR with this Agreement, the CITY may require an audit of the CONTRACTOR’s compliance and the costs of such audit shall be paid by the CONTRACTOR in advance of the performance of said audit.

13.11 NO THIRD-PARTY BENEFICIARIES
This Agreement is not intended to, and will not be construed to, create any right on the part of any third party to bring an action to enforce any of its terms.

13.12 WAIVER
Waiver by the CITY or the CONTRACTOR of any breach for 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 the CITY of any fee, tax, or any other monies which may become due from the CONTRACTOR to the CITY shall not be deemed to be a waiver by the CITY of any breach for violation of any term, covenant or condition of this Agreement.

13.13 TRANSITION TO NEXT CONTRACTOR
Requirements in Event of Transition. In the event the CONTRACTOR is not awarded an Agreement to continue to provide Collection Services following the expiration or early termination of this Agreement, the CONTRACTOR shall cooperate fully with the CITY and any subsequent contractors to assure a s mooth transition of services described in this Agreement. Unless otherwise agreed by the CITY and the CONTRACTOR, such cooperation shall consist of:
(a) providing the following information to the subsequent contractor: routing information, route maps, vehicle fleet information, a list of Service Recipients’ contact information and their respective Service Levels , a complete inventory of all Carts and Bins, and any other information deemed necessary by the CITY; and (b) providing adequate labor and equipment to complete performance of all Collection Services required under this Agreement. The CONTRACTOR shall not be eligible for the recovery of any costs associated with these transition activities. However, if the CONTRACTOR is requested to provide additional transition services outside the scope of this Agreement the CONTRACTOR shall be compensated for such services at an amount to be agreed upon between the CITY and the CONTRACTOR prior to the provision of those services.

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13.14 CONTRACTOR’S RECORDS
A. Maintenance of Financial Records. The CONTRACTOR shall maintain any and all letters, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Service Recipients for a minimum period of five (5) years, or for any longer period required by law, from the date of final payment to the CONTRACTOR pursuant to this Agreement.

B. Maintenance of Performance Records. The CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of five (5) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

C. Availability of Records. 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 Contract Administrator, the CITY Attorney, CITY Auditor, CITY Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to the CITY for inspection at the CITY offices when it is practical to do so. Otherwise, unless an alternative site is mutually agreed upon, the records shall be available at the CONTRACTOR’s address indicated for receipt of notices in this Agreement.

D. Provision of Requested or Demanded Records. Where the CITY has reason to believe that such records or documents may be lost or discarded due to the dissolution, disbandment or termination of the CONTRACTOR’s business, the CITY may, by written request or demand of any of the above - named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in CI TY Hall. Within ten (10) Business Days after receiving the CITY’s written request or demand, the CONTRACTOR shall provide the CITY all requested records and documents. The CITY shall make those records and documents available to the CONTRACTOR, the CONTRACTOR’s representatives, or CONTRACTOR’s successor-in-interest at CITY Hall during regular operating hours.

13.15 NOTICE PROCEDURES
Except as provided herein, whenever either Party desires to give notice to the other, it must be given by written notice addressed to the Party for whom it is intended, at the place last specified as the place for giving of notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective Persons and places for giving of notice:

As to the CITY:

City Manager
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262

As to the CONTRACTOR:

President
Palm Springs Disposal Services
P.O. Box 2711
Item 2C - 117

Palm Springs Agreement Page 88
Palm Springs, CA 92263

Physical address (for hand or courier delivery):
4690 East Mesquite Avenue
Palm Springs, CA 92264

With copies to:

Rick Wade
Email: [email protected]

Chris Cunningham
Email: [email protected]

Robert Kuznik
4434 W. 14th Street Drive
Greeley, Colorado 80634
Email: [email protected]

A. Notices shall be effective when received at the address as specified above. Changes in the respective address to which such notice is to be directed may be made by written notice only. Facsimile or electronic transmission is acceptable notice, effective upon confirmation, however, facsimile or electronic transmissions received (i.e., printed) after 4:30 p.m. or on weekends or Holidays, will be deemed received on the next Business Day. Receipt is deemed to have taken place within three (3) Business Days of notice mailed by U.S. Postal Service return receipt requested. The o riginal of items that are transmitted by facsimile equipment or electronically must also be mailed as required herein.

B. Notice by the CITY to the CONTRACTOR of a Collection or other Service Recipient problem or complaint may be given to the CONTRACTOR orally by telephone at the CONTRACTOR’s local office with confirmation sent as required above by the end of the Business Day.

ARTICLE 14: MISCELLANEOUS AGREEMENTS

14.1 ENTIRETY OF AGREEMENT
This Agreement and the Exhibits attached hereto constitute the entire Agreement and understanding between the Parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the Parties hereto.

14.2 SEVERABILITY
If any provision of this Agreement or the ap plication of it to any P erson or situation shall to any extent be held invalid or unenforceable, the remainder of this Agreement and the application of such provisions to P ersons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected, shall continue in full force and effect, and shall be enforced to the fullest extent permitted by law.

Item 2C - 118

Palm Springs Agreement Page 89

14.3 RIGHT TO REQUIRE PERFORMANCE
The failure of the CITY at any time to require performance by the CONTRACTOR of any provision hereof shall in no way affect the right of the CITY thereafter to enforce same. Nor shall waiver by the CITY of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach o f such provision or as a waiver of any provision itself.

14.4 NON-DISCRIMINATION
In the performance of all work and services under this Agreement, the CONTRACTOR shall not discriminate against any Person on the basis of such Person’s race, sex, color, national origin, religion, marital status, age, disability or sexual orientation. The CONTRACTOR shall comply with all applicable local, State and federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in employment.

14.5 HEADINGS
The article headings and section headings in this Agreement are for convenience of reference only and are not to be considered in any interpretation of this Agreement.

14.6 EXHIBITS
Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Each such Exhibit is a part of this Agreement and each is incorporated by this reference.

14.7 REFERENCES TO LAWS
All references in this Agreement to laws and regulations shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided herein.

14.8 EFFECTIVE DATE
This Agreement shall become effective at such time as it is properly executed by the CITY and the CONTRACTOR and the CONTRACTOR shall begin Collection Services, as covered herein, as of Effective Date.

IN WITNESS WHEREOF, the CITY and the CONTRACTOR have executed this Agreement on the day and year first written above.

City of Palm Springs

Palm Springs Disposal Services

Lisa Middleton Date
Mayor
Signature Date

Print Name of Signatory

Justin Clifton Date
CITY Manager
Title of Signatory

Item 2C - 119

Palm Springs Agreement Page 90
The Foregoing Agreement has been
reviewed and approval Is recommended:

Signature Date

Name Date
Title, Department name

Print Name of Signatory

Title of Signatory

APPROVED AS TO FORM:

Jeff Ballinger Date
City Attorney
City Business License #
Resolution Insert Resolution #
ATTEST: Approved by Council

Monique Lomeli, CMC Date
Interim City Clerk

Item 2C - 120

Palm Springs Agreement Page 91
EXHIBIT 1: MAXIMUM SERVICE RATES

Item 2C - 121
Palm Springs Exhibit 1 Effective Date 10/1/22
Monthly rate unless otherwise noted Proposed Schedule of Maximum Rates S..WC.DHtnption I R"' flfod" I R"' flfod" I "'-"' lllil 111nzt11 1nn2''1 Eff. 1oonz - O..C,lpdon
I R,11 e-.. I 11,11 ffl'ocm I PIVj>Olld R"'
11112.zt•> 111121tJI Eff. 1011121
RESIDENTIAL SERVICES'" m Ia~Hil6L m .~lm m UDYI~
CART SERVICES Customlnd S.rvlces • Addltlonal cart olckuo one time onlv Bast , urbsid! §erviS:••:1'X't (For an extra pick-up from arr, c.att ona non-schedtJ.led oo&ctioo day,) ~lil!D!lll!X §10:l,1 r11mz ("""""1d'~Hi£ f.Ulbsid6 ~!.!' 11/1. lfll/m! ,wm11~1 ko:l!ct (f2mllllX ~,202mx' E1m11x Y.lhi!ll1 lilb " a Individual Bncf'1 s 25.89 s 19,79 s 25.93 lndiv~ Bil ng s 1.05 s 0.69 s 25.00 Master Billlngm s 26.14 s 19.70 s 25.65 Master BIiiing s 1.05 s 0.69 s 25.00 Famll~ Value S.rvlce /l!!i!!g1"/l3/7led 'Basic Cw!Jsido SeNice' ell. 10/11221 Walk-In Service each cart Individual piing s 35.60 s 24.34 s 25.93 lngivicN@I Qil ng s 1.05 s 0.69 s 25.00 Master Billing s 36.19 s 24.31 s 25.65 Master Billing s 1.05 s 0.69 s 25.00 CUSTOMIZED SERVICES~) (Ea custonized S8IOCO a<iJed lO a>sl of &sic CIHbslde Svc) Customl .. d S,rvlc, • 95-Q!llon Cart Cullomlzed Service • Walk-In S,r,lc, lndiwlual Bilm s 1.05 s 0.69 Noallll,.e Individual Sling s 29.26 s 25.03 s 7.76 Master Billing s 1.05 s 0.69 Noalkllfee Master Billing s 29.35 s 24.90 s 7,76 Customl .. d S.rvl~ • 2nd Wttkl~ ~lck•U~ Cu1tomlzed Sorvlce · E1tat1 S.rvlc, s 80.66 s 64.99 s 60.66 lndiv~ Bll nq s 1.05 s 0.69 s 25.00 Customlttd Service. Extra Distance Charge Master BIiiing s 1.05 s 0.69 s 25.00 E1. ~Q·!l 1nw m1n1 ~!XS!Dd 3:fl s 6.01 s 5.93 s 8.60 r,. ,._t-• c..~•- . • ••- •••I•"" w •• ,. ,wcwv•'I kYll!llll!U:11 §lo:g · ~1,11120 IIIDlil f!21!1ax IYBfl §ID:lr.1 IHml'~ Basic Curbtld• Strvlct nla n/a s 5.00 Requited for permitted VRPs nia n/a s 27.00 Walk-In Service n/a nia s 6.80 !.Yll!lllllzl!I §ID:!!.! • Al!dll!s!nal !i!!!I r ,. ,.ml-• S.rvloo. Manual Coll•dlon1111 NOie: Effective 1//11122 ad/fl ,ocyr;1;,g Cillis wiK no longer lie froo. M1n1i11I ,21~ 120 ~,2n2a:u UIHI, , 1i1m1ldt) §1a1,1 8111, !,urb11!!! 1~ 2nomx l Famnx Value) ~•rvl~• Add'l !,art, ~ h ~a lndiwlual Bili:,o s 28.90 s 22.79 s 4.72 Individual Bling s 9.03 s 6.15 s 8.63 Master BIiiing s 29.11 s 22.64 s 4.72 Master Billing s 8.99 s 6.11 s 8.63 Manual Collection Famllx Valu• (Basic Curbside) S.rvlc, 6dd'I B" x,t!ng !.! a !ndi:,w,i Bili)o s 39.22 s 27.90 s 4.72 Arst /1.ddldonal Cart Fret Free s 8.63 Master Billing s 39.77 s 27.83 s 4.72 Each /1.dd'I Cart • Curbsldt s 2.69 s 2.66 s 8.63 Manual Collection Walk-In S.rvlce Walk-In S,rvlc, Additional Cart each cart lndiwlual Billng s 33.25 s 28.99 s 13.06 Individual 9ilng s 14.54 s 12.49 s 11.46 Master Billing s 33.30 s 2$.84 s 13.06 Mas1er Billing s 14.41 s 12.38 s 11.46 Manual Collection Ellatt S,rvlc, Add'I Recxctlng Cart lndiwlual Blli'tll s 90.76 s 74.97 s 74.81 Arst /1.ddldonal Cart Free Free s 8.63
~1,b &l!tl !.ID • rtlli~D s 6.01 s 5.93 ~ 8.63

Palm Springs Agreement Page 92

Item 2C - 122Palm Springs Exhibit 1 Effective Date 10/1122 Monthly rate unless olheiwise noted Proposed Schedule of Maximum Rates .!erYict llnctipfion I Ritt EWtcflvt I Ritt E,,,d.. I Proj,o<od Ila 111121'" 111111'" Ell. 1ffl2 Service /JQaiplion I R,11 Ellcfvt I Rall Efflclivt I Pmpoud Ritt ,nm1'1 rnm111 Eff. IIYl/22
RESIDENTIAL SERVICES, continued BESIDEHIIAL m~1m, ,2odou1d Customlltd Servlct • Manual Collection Additional Cans MISCELLANEOUS CHARGES Curbside Service, taeh cwt, - kli pickup Chan•• Service Ch,rae s 21.00 s 25.DO S 25.00 lndividu!I Biing s 10.07 s 7.07 s 8.63 Reolace Cart Charot s 67.42 S 66.78 S 69.84 Masler 81lllng s 1000 s 6.98 s 8.63 Returned Check/Failed Eltctronlc Pavm1nt Walk-In Strvlce, each ca!!, w11kli pickup Eachtvent s 31.DO S 35.DO S 35.00 lndlvlduil Bling s 15.37 s 14.26 s 8.63 Past Due Charoe Masler 8illing s 15.22 s 14.09 s 8.63 ~ or more past due (pet mo.) 1.50% 1.50% 1.50% Customlltd Services • Manual Colltctlon Extra Cart Ont Time Pickup Oelln•u1nt Account Charot (Fer an el1!a p,x-upf,om any earl on• OOll-$/Jhedu'edcor/ection day./ ~ to delinquent amM I 20% 20ll 20% Curbside Service jfonntn~ Economi & Famlli Valuel, each cart COMMERCIAL SERVICEsl"1 lndivldu!I Bling s 1.58 S 0.88 s 25.00 Commercial Cart Service Master Billing s 1.58 s 0.88 s 25.00 Value Service
Manual Collection Walk-In Service, taeh cart Each cart eadl pick-up day s 3E.13 s 29.79 s 32.46 lndividuil Bling s 1.92 s 1.66 s 25.00 MIi cart 008 tine Jick up s 1.27 s 3.71 s 4.04 Master Billing s 1.91 s 1.67 s 25.00 Sllndard IY!'.alk•lnl Service Customlltd Services • G11tn Waste Strvlces"'1 Each cart eadl pick-up day s 7Wi s 65.23 s 71.09 Ont-Time Subscription Charge s 14.15 Oiscootinued Oscontir!led MIi cart 008 time pick up s 178 s 7.67 s 8.34 Curbside Service Commercial Can Service
Cart & Maooal Ser.ice Free Free Free Value Service
Walk~n G.-.en Waste Cwt & Manual Walk-In Service 4 cans eacil Jick-op day s 3E13 s 29.79 S 32.46 Cart & Maooal Ser.ice s 6.01 s S.95 Free Addi can one time pick up s rn s 3.71 S 4.04 BULKY ITEM COLLECTION Sl.lndard IY!'.alk•lnl Service
First 2 ltems1131 Fret Free Free 4 cans each Jick-op day s 7(.05 s 65.23 s 71.09 Addltlona1 Items, each s 7.53 s 7.47 s 25.00 MIi can one time pick 141 s ms 7.67 S 8.34 Appllanc• Custom Stl'tice • 2nd Weeki• Colltctlon
If 000 ol fret Bulky llems Fret Free Free Sllndard IWalk•lnl Service As an Mltional Item s 6706 s 66.42 s 69.50 Added ctoarge per cart 2nd pick-141 s 7C13 S 65.30 S 7 1.17 SPECIAL HAUL SERVICE Custom StMCI • 95 Gallon Cart
Each 15 rrlnute lnc11ment s 16.41 s 16.27 s 25.00 Value 95 Service Each95-gablcan s 5,.45 s 44.03 s 48.01
MIi cart on&-time pick-op s 7.62 s 5.41 s 5.89

Palm Springs Agreement Page 93

Item 2C - 123
Palm Springs Exhibit 1
Proposed Schedull' of Maximum Rates
Effective Date 10/1122
Monthly rate unless otherwise noted
s.mc. Oncrlptlon I RIii - .. 1 Rift Ellld'9 I Propoaed Rllt flfl12"1 711112111 EW. fffl Z Scnict OuaipCion I R111 - 1 Rall Elliem I P,q,ostd Rn 1/111211' 711/2291 ffl. l!Vf/22
COMMERCIAL SERVICES, condnued COMMERCIAL SERVICES, condnued Custom Service • 95 Gallon Cart, c:4ntlnued 3 CYBln S.rvlee continued Walk-In 95 Service SalurdaxJhollday se,vlce
Each 95.gi lon can s 103.64 s 96.46 s 105.14 Each bil s 131.30 S 121.20 S 132.10 Addi cart one-time J)ick-4.1> s 13.03 s 11.36 s 12.39 3 CY Recvcllna Bin Service Commercial Cart Recycling First bin wilh one weekly lick-up Free Free s 104.84 First cart with one weekly pick-up Each addl bin or woe!(ly pick-up s 55.37 s 54.84 s 84.17 Value Servioe Free Free $ 10.82 Contal1'inated reti!,ling bin s 100.22 s 00.42 s 98.55 Walk-lnSerlice s 23.69 4 CY Bin Service
Adil! cart or add'I weekly pick-up Flmt weekly pickup s 271.96 s 218.56 S 238.21 Value Servioe s 2.83 $ 2.80 $ 3.06 Each ad(itional pickup $ 228.13 $ 175.16 s 190.91 Walk-In Serlice s 6.34 S 6.26 $ 6.84 Next day Sffiioe:

Commercial Bin Service First bin s 113.67 s 100.79 s 109.83 2 CY Bin Service Each adiitional tin s 55.84 S 43.50 S 47,40 Flmt weekly pickup s 155.11 s 128.24 $ 139.78 Prlori!Y same day se,vloe:

Palm Springs Agreement Page 94

Item 2C - 124
Palm Springs Exhib it 1
Proposed Schedule of Maximum Rates
- Onc,ipflon
I R ... ffftdvt I R ... flftd" I "'-od l1Mt
1nn2111 111.nZ'J' Eff. tlYf/11 s.mc.Oesafp6on
Effective Date 10/1122
Monthly rate unless otherwise noted
I R,11 E"""" I 11,11 Eflic:m I P"'l)Olod R,,.
1/1/2.t'> 7/1/2iJI f,r, ft,/22
COMMERCIAL SERVICES conUnuod COMMERCIAL SERVICES condnuod Miscellaneous Charges Source S1iu.rat1d Green Waste continued Bimi1ro ! rig· •o~itil ain1 s 47.76 $ 47.29 $ 49.41 ~
Bin Rolocallon CharQ!!: First bin s 199.03 s 123.40 s 209.33 FrstBin s 45.59 $ 45.17 $ 47.17 Each ad<itiORII bin s 199.03 s 123.40 s 209.33 Each Addilional Bin s 15.60 $ 15.44 $ 16.14 ~
Roll-Out Ch••• s 75.90 s 75.19 s 78.53 First bin s 278.56 s 165.32 s 292.43 Curb Charge s 75.90 s 75.19 S 78.53 Each additional lin s 278.56 s 165.32 S 292.43 ~l!!,IIIIH!I Egul~mtnl !,harat s 133.58 s 132.30 s 138.19 annabl• Was,. "-'••-nta••• c ..

Palm Springs Agreement Page 95

Item 2C - 125
Palm Springs Exhibit 1
Proposed Schedule of M aximum Rates
Effective Date 10/1122
Monthly rate unless otherwise noted
-Dnmpfion 1- -.. 1- E/Jec~.. I Proposed -f/fn2111 7M21' 1 Eft. 1lrf/12 S.Vice ONc,jlfioo I R•f88'19c1iw I Raor.Effecffl IP,opoMdRE 1/f/2.Z11> 7/f/22tJI Eft. 11Y1/22
COMMERCIAL SERVICES condnued ROtL-OFF SERVICE§. continued OTHER MISCELLANEOUS CHARGES Ml.sc&llaneous Debris Box Charnes continued Retumed Check/Falled Electronic Pa:iment Direct haul to landfill:

Palm Springs Agreement Page 96
Item 2C - 126
Palm Springs Exh ibit 1 Effect ive Dau, 10/1/22
Month ly rate unless otherwise noted Proposed Schedul e of M aximum Rates I- - 1--.. I,,,_., --- 1nm " ' 1M 2"' Eff. IOll/12
ROU.-OfF SERVICES, contiftued

OTHER IIISCELLAIEOUS CHARGES
Returned Checl</Falled Electronic Pa- nt
Eachevera s 35.00 s
Pat.Due Ch-•
90-days Of mere past due (pet mo.) 1.SO'JI.

Oe&ouem Account Charae
AA'.)lied to delOJl?flt amount 20%

FOOTNOTES
(1) The rares effedive 111/22 include'.

35.00 s 35.00

Example • Walk-In S6'>'ice, lrdividual Bilflng:

Ra:e applies 10 each bag. eadh ~ day.

Palm Springs Agreement Page 97
EXHIBIT 2A: RATE ADJUSTMENT PROCEDURE – CARTS

Item 2C - 127
·-l
·-2
3 4
s
•
c..h i bit 2A
lh1.te Adj us-tm e.nt Pto ced ute • Ca.rts
h se lof2
STIP ONE: c.alwlate pe,rcent agie c:b-.,e in CPI
A • C
Perce n t ~
in lnciu
Prev ious-
--·
((GolufTWI a /
-
Index Va lue ' v...._• Column Al • 1J
CPI U"-963 l2S.000 5 .0747V
STIP TWO: New Marteriail Haftl9i "C Component Index
D E F
.. =. Pt-erious bte Chance, In
Faciliti es ' .... New b ~ •
Edom Hil T tamf-cr Station,: RehJse SS1.A9 1-903,.,. SS3.SO Edom Hil Ttadcr Staion,: Green Wa1t:e SS6.01 3.5.,.,. SS8.00 Edom Hil T tadcr Staion,: MilCC!d S91..64 3..666.S~ S9S.OO Coache lb Val er Compost: Ckp~ Waste S75.0D S-.3333'< $79.00 Subto tals Materia l Tons & Cost ~t Commodities
G H
Toru~e Cstimated
U Montbs Materia l
E-C....Se->c> ' Ha n dli..- Cost
U.89W 636,169

2.103.0 lll.974

4.370.0 415,JSO
.
....... Sl.173..293
7 W ...l•h ted A.ven11- Cost -Ton Oo V ..... I SU.8909
STIP TMJlEE: Calcu'-te pet"Centag,e CM~ in Material Manclling: Incle • I J •
--·
Perce n t ~
V alue W'llnciu
Prev ious- CColur!wl, 11.. (( Cobnn J/
·- -
Index Va lue • -71 Columnll •.11
8 Material H.-.dling Ccwnponcot 615540 63.8"09 3 .7964" STIP FOUJl: Cllk~e the Permitted Pen::entage R.te ~
I l M N
.. =.

Chance, In
ln,cl,Q Cfrom
·---
Co.:upo.c ut Column Cl & Pacentage
·- °""°"
w~ .. , 1'171 ~
9 Collection Senioe Co---~ 76.9026" '5.07 47% 3 .9029
10 Mu.irn.wn Allowed Collection Senice Component: ArliU5Ullleflt 1 .__ ,. 6V Mu. in..., ra~ year 11 Material H.-,dlin i, Corr:wponent I 23..0974'XI 3.7964% 0.17~ 12 Totlil Pe,-centage Rate Adjustment .,_,.,.

STIP Five: Cak..._.te the Cost Components Weighq for futwe Rate Adiustment Calcula tion 0 p Q • s
............

Cts.incearJ
°"" ApFfiedto ,._,_, ....

Cmt .... ·-
Co.:upo.c ut Acljusttnent .........
(COl. l ltOW 9 ICOl. M. ltiOW IDae l!SC .-i Cost Cost Compon ent "'"" "" & COI.L,. flOW 9& COl. M. Components ....... .... ....... ·-
Cost Component ll) RDWll ) (0 • P) (0+-QJ Adi-
13 Collection Senioe Co ... 76.9026" S..074i-. 3.9026" 80.8052'< 77.ll:93" 14 Material H.-.dlinR Corr:lponcot 23..0974 'X 3..7964~ ll.8769" D.9743'¥ 22.l!807'J< 15 Total UXJ.00.. 4.78" 104.7&'V 100.00..

PaJm Spr i ngs. Collection Services Ag reemen t

Palm Springs Agreement Page 98
Item 2C - 128
bhibit 2.A
ll1 te Adju stme nt Proce du re • Cu b
P.ge l of l
Il l f or rate adju$tmen t 11pplication for Rite Year July t, 2023, the ~Previous Index V1'1ue" ~1111 be 118..963. f or su~equc nt r.,,te 11djustmc..- 1 pplic.ation~ the r.,,te 1dju~tmcnt ;,ppb tion for R11te Ye11r July l , 2023, the -Previous Index Value" shd be the CPI v11luc fOI' the previous yc11r', rate 11djustmcnt applit1tion . 121 The ~NewlndcK V1luc~ shd be the J;wiw_rrComurnc r Price Index (CPI) · Al Item, in Rivmide-SMI Bem111dir,o.Ont:ario, CA, 111 urban COllSW!lCl'S, not SCMOll~ly lodj""tcd, CUURS49CSAO.

Ill f or rate adju$tmen t 11pplication for Rite Year July t, 2023, the ~Previous Rate~ 101 c.:h facilitysh~ I be the ''Co, t per Ton~ in Exhibit 20, Rows 1 thr0'-'Sh 4, Column B..
f or su~equc nt r.,,te 11djustmc..- 1 pplic.ation~ the "PreYiou, Rate ~ fOI' each facility sh11II be the "'New Rate~ wlucs from the l)l'eYiou~ 'fN''' r.,,te 1dju~tmcnt ;,ppb tion.
14) The ~NewR11te ~ v11h,,c, sMII be the most cun ent per ton t1te cMrgcd 1t e11ch facility.

ISi The Tonqe f01 e11ch facility ~ 1111 be the total ton, delivered to the fdity f01 the p,~o"" U month period enling September 30th. 161 f or rate adju$tmen t 11pplication for Rite Year July t, 2023, the ~Previous Index V~ue" ~1111 be the "lndcK • Wcigllted Avcr.,gc Cost per Ton~ in Exhibit O, Row 6, Column C.
f or su~equc nt r.,,te 11djustmc..- 1 pplic.ation~ the "PreYiou, lndcK V1luc~ shd be the "New Index Value~ from the previous yc.'s mte lodj""tment 11pplic11tion.
171 f or rate adju$tmen t 11pplication for Rite Year July t, 2023, ~ omponc..- Wcighti,-.;• f01 the Motcrial H11ndli11; Component ~1111 be [;(hibit 20 • lnitilll Mate ri11I Hlndli,-.;Componcnt Weigl-ti~ , Row l l, Colwnn G; 11nd. "Component 1/\"cighting" for the Collection Service Component shall be "'1 • 1 Row 11 Column L. ~
f or su~equc nt r.,,te 11djustmc..- 1 pplic.ation~ the ''Component Weiglmng ~ sM11 be Row l l. Column S f01 ~Collectio n Service Componc..-" i nd Row 14, Column s for "Motcri~ H11ndling Component ~ from the previous year's r11te lodj""tment 11pplic11ti011. 181 MHimwn inttell~ of~ per year for Collection Service Component .

Pa lmi Spring, Colle t tiOtl Service1 Agree me nt

Palm Springs Agreement Page 99
EXHIBIT 2B: RATE ADJUSTMENT PROCEDURE – BINS
Item 2C - 129
·-1
·-2
l
• s
•
Exhibit 28
Rate Adfust:n'lenl Procedut'e - SIM
Pagelof2
STtP OH£: C.lcubite ~ change in CPI
A • C
Percent OAinse
in lnde:ic
Pr-eWOIJs N ew lnde,t flCoi\.nl n 8 /
Index fnde,;Jc Value 1 Va luel Cot.,.rnn A> . 1)
O'I 111!.963 125.000 S..0747"
STCP TWO: New Ma.'terilll Handilii~ Comt,onen t lnde:lt D • •
... '""' ~ew-R.tc Cha~ ln
h>cilities ' .... ,_._a.te •
Edonl Hil Tnrafe,, Station: RehJSe S.SL49 3.9037!if: SS.3..50 Edonl Hil Tnrafe,, Station: Green Waste S.S&..0 1 3.5529!;: SSB.00 Edonl Hil Tnrafe,, Station: Minod "-li rw: S9L64 3.6665!;: $95..00 Co.xhd la V.alky Comp ost Organ ic W ll.ste S7SJ :,O S.333.3 '¥ $79..00 Subtotals Material Ha Tons&Cost
G H
[smnated
Tonna,g e Port·
UMonths Colloctioa
EndingSept,0$ Cost

2.8..015 .0 S 1,.498,803
s
713.0 s 67,735
100.0 s 7,900
,...,. 1,.S,.,438
7 w· ted .-.eni- Cos:t ner Ton tt-lt.Comrnoditv V.ak,e S54.61A9 STCP THREE: CailaA.ate pe,rcentap cha~ in M.terilol Mand lin;g Index I J • PercentOA-nse
in lnde:ic
......... N ew lnde,t fl Cdurn,n, J /
·-
Index lncleat Value • ,,.. .. Cdum nn - 1 1
• MM:erial Hwidling Component 52.4220 S4.6149 4-1832'l< STCP FOUR: C.lcub-t:e the Permitted Pen::~ lbte Charce
I l M N
~ ...

Cha~ ln
lndexlfrom ...........

Compon ... Col.ufTW! Cl & .......... ·-
Cost Comt,onent Weigf,t i~ -, • .17) c ......
• Collectiol,~ I n.A888'l< S.074~ ll324"
10 Maxim um A.Uowed Collection Service Co~ Adi,Jstme,nt • ,_..,..,. 61' Mall in any rate y,u.r 11 r.ute rial Hwiding Component I 22.5 1~1 4 .1832~ 0..94 ,17" 12 Toul PercenUi- lbt:e Ad....,.tment ... ,,.

STCP RV£: C.kul .ate the Cost ~s Weights k,r Future Ible: Adjustment C.cula-tion 0 • Q • s
Percentage- Co,t
~ng-e as eo......,....,
Appied to
·--
to Equal
Cost Adjustment lnu ·ease in Cost Cost~t 1c>o'"Afor
Compon ... (Cdurnn M18 Componont, ln aea.sed ... .... ·- Cost Comt,onent (U8&U9 J &M19J (O • PJ CO + Q)
---13 Collec:tior, Service Componeot n.A888'l< S.07 47!;il: 3.9323" 81 .. 42.U ~ n .6371." ,. Mate rial Hwadi .. Gom;oonent 22.S l ~ 4.1832!if: 0 .9417"A: 23 .. 4529'".t 22.3629" ,s Total 100.""" 4.87"A: 104.87'".t 100.<l<l'J<
Palm Springs Collection Sf'Nkes AgreemMt

Palm Springs Agreement Page 100

Item 2C - 130
Exhibit 28
Rate Adjustment Procedure • Bins
Page2of2
11) F01 rate adj-ustment 11ppliation fOI' Rae Year Jl.ity 1. 2023, the "Previou~ Index Value• shall be 118.963.

F01 su1neque nt rate adjustment 11ppbtio1u , the rate adjustment 11ppb tiol'I fOI' Rate Ye11r Jl.ity 1. 202 3, the "Previous Index Value• shllll be the CPI value for the ptc-.rious '(NI', rate adju$tme nt applie11tion. 12) The "New lndex Value~ sMD be the J11nwrv Cocuumcr Pru Index (CPI) • All Items in Ri'Vt'r~dt'+»rl 8crnardino,On t11rio, CA, al urb11n coc,wme rs, not s~ona llv 11djusted. CULltS49CSAO.
13) F01 rate adj-ustment 11ppliation fOI' Rae Year Jl.ity 1. 2023, the "Previou, Rate• for each fllc:ility shd be the •eo$t per Ton" in 1':1thibit 20, Row, 7 through 10, Column 8.

F01 sub sequent rate adjustment 11ppb tiori,, the -P1cviou~ Rae • for each f11cility ~~I be the ~New Rate" values from the p,ev ious yt'llr"s rate adjustment applicatiori .
(4) The "New Rae • v.due!:$ shd be the mo$t cur1ent per ton rate <h11rged at each facility.

IS) The T011Mge for ~ f11cility ~1111 be the total t011, delivered to the fllc:ility fen the ptevious 12 month period ending September 30th.
16) F01 rate adj-ustment 11ppliation fOI' Rae Year Jl.ity 1. 2023, the "Previou, Index Value• shall be the "lnd e1t • Weigh ted Average Co$t per Ton~ in bhibit D. Row 12. Column C.

F01 su~ equent rate adjustment llppb tiori,, the -P1cviou, Index Value~ sMI be the •New lndex Value~ from the previous '(NI', rate adj-ustment 11ppb tion.
17) F01 rate adj-ustment 11ppliation fOI' Rae Year Jl.ity 1. 2023, -C:omp011ent Weighting" fOI' the Matcri11I Handling Compone nt ~1111 be 1':1thibit 20 • lniti~ Matcri11I Handling Component Weigl,tinp-, Row 14, Column G ; 11nd. ~c omponent Weigl,tirc• for the Collection Service Comp011ent shd be "1 • Row 11 Column L ~
F01 sub sequent rate adjustment 11ppb tiori,, the -C:omp011ent Weighting" ~1111 be Row 13, Column S for ''Collection Service Componen t" 11nd Row 14, Column S for "Msiteri~ H11ndling Comp011ent• from the p,ev ious year's rate adjustment 11ppb tiol'I. 18) Mujmum inete.»e of 6% per yeaf fOI' Collection Service Comp011ent.

Palm Sprln~Coltec.tlon Servic5Agree ment

Palm Springs Agreement Page 101
EXHIBIT 2C: RATE ADJUSTMENT PROCEDURE – DROP BOXES & OTHER SERVICES

Item 2C - 131
Cilltulilte perUfttllC• dl;ang• Ill CPI
·-
IIICl0:,,:
1 "'
ldiibit 2C
bte Adju,tmm t Procedure • 0top 8o11es & Otfle r Services P1plofl
A • C
P«tnlt1e d
Pwtenu ge
Oi;ang• !(COiumn
Pr•YIOIIS Htw lnd•- 8 / COiumn A) •
lnd•-Villu•
. V;alue ' 11
118.963 125.000 S..0147"
I l l The "Previous lndcx V11luc" ib11II be lbe CPI y.i,l;ie f« tl~ ptevl ous yun r111e 11C1Jus1mtcn1 ~ppllu1lon.

Ill The "New lnde,,:v • e• st\11 ~ tM J.i,n...,.,.., Consum er Pike lnde'.il !CPI) •All Items In R.Wr'lide>S.i,n llffN«l lno-Onu rlo, CA, 1111 u t billl consumll'fs, IIOI SU $0,way iidJUSlfd, CUU!IS49CSACL

Palm Springs Agreement Page 102
EXHIBIT 2D: INITIAL MATERIAL HANDLING COST INDEX
(To be Inserted Upon Execution of Agreement)

Item 2C - 132
Row
1 2
3 4
5 6
Exhibit 20
lnltlal Material Hand ling Cost Index

Page 1 of 1 ends

Palm Springs City CouncilSeptember 1, 2022

Palm Springs City Council
September 1, 2022