Placentia City Council
September 20, 2022

Attachment C
industry at the time. In no event will Franchisee dispose or attempt to dispose of any of the following in the County Disposal System: Hazardous Waste; hazardous substances; medical waste; explosives, ordinance, highly flammable substances, and noxious materials and lead -acid batteries (except if delivered in minimal quantities and separated from Discarded Materials); drums and closed Containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the County Disposal System is prohibited from receiving under Applicable Law.
(C) Employees; Uniform. The Franchisee shall take all steps necessary to ensure that its employees performing collection services conduct themselves in a safe, proper, and workmanlike manner, and that they work as quietly as possible. All such employees shall at all times of employment be dressed in clean uniforms with suitable identification. No employee may remove any portion of their uniform while working.
(D) Imnroner Loading of Containers. The Franchisee may decline to collect any Discarded Materials that has one or more of the following characteristics:
(1)
Has not been properly loaded into Containers;
(2) Has been overloaded in Containers by weight or volume, as compared to industry standards provided by the Franchisee and acceptable to the Director; (3) Has been compacted in a manner such that Discarded Materials will not, of its own weight, fall out of the Container in which it is placed when such Container is turned upside down; or
(4) Has been loaded or left for collection in any manner which would prohibit its safe collection.
(E) Record of Non -Collection. When any Discarded Material left for collection is not collected by the Franchisee, the Franchisee shall provide a non -Collection notice to the Customer. The non -Collection notice shall, at a minimum. (1) inform the Customer of the reason(s) for non -Collection; (2) include the date and time the notice was left or issued; (3) describe the premium charge to Customer for Franchisee to return and Collect the Container after Customer corrects the issue, and (4) a telephone number at which the Customer may contact the Franchisee. The non -Collection notice shall include photographic evidence of the violation(s).

The Franchisee's notice of non -Collection may be left attached to or adhered to the Generator's Container, or at the Premises' door or gate at the time the violation occurs, or may be delivered by mail, e-mail, text message, or other electronic message. Franchisee shall submit a sample of its non -Collection notice to the County's Contract Administrator for approval prior to implementing use of it with Customers. The Franchisee shall maintain, at its place of business, a logbook listing all such circumstances in which collection is denied. The logbook shall contain the names and/or addresses of the Franchise Premises involved, the date and time of such tagging, the reason for non -Collection, and the date and manner of disposition of each case. The logbook shall be kept so that it may be conveniently inspected by the Director or County Contract Administrator upon request. The log relating to any particular tagging shall be retained for a period of three (3) years following such tagging. Franchisee may record such transactions on digital cameras or other electronic equipment as feasible. Franchisee shall send a report of all information in the logbook to the County on an annual basis.

Franchisee may return for Collection and charge for an extra Collection service event ("extra pick-up") per Section 5.6(B)(6).
(F) Discarded Household Hazardous Waste. If the Franchisee finds what reasonably appears to be 2021 Exclusive Franchise Agreement 35
ATTACHMENT 1 b

Attachment C
Hazardous Waste or Household Hazardous Waste at a Designated Collection Location, the Franchisee, in addition to the procedure outlined in the previous paragraph, shall either:
(1) Notify the Owner or Generator, if such can be determined, that the Franchisee may not lawfully collect such waste and leave a tag specifying the nearest location available for such appropriate disposal, or
(2) Follow such other procedure as the Director approves.

In the event of a threat to public health and safety, the Franchisee shall immediately call "911" or make other emergency contact with the local police or fire agency. The Franchisee shall thereafter provide a written report to the Director within one (1) day of such incident. (G) Fees and Gratuities. The Franchisee shall not, nor shall it permit any agent, employee, or Subcontractor employed by it, to request, solicit, or demand, either directly or indirectly, any compensation for the collection of Discarded Materials or other Franchise Services, except such compensation as is specifically provided for herein.

SECTION 4.5. COLLECTION LOCATIONS.
(A) General. The Franchisee shall be responsible for the collection of all Discarded materials placed for collection in a legal manner as required or permitted under this Franchise. The Franchisee shall immediately notify the Director of any condition at or near any Designated Collection Location which creates a safety hazard or accessibility problem. Upon authorization by the Director, the Franchisee shall discontinue collection for any such location until the safety hazard or accessibility problem is corrected or make alternative collection efforts if reasonably feasible. (B) Enclosures. Where the Designated Collection Location is within an enclosure constructed pursuant to the requirements of any public agency having jurisdiction over the design, construction, and location of such enclosures, the Franchisee shall be responsible for the removal and replacement of all Containers placed therein. The Franchisee shall use sufficient care in the handling of such Containers so as to prevent any damage to the enclosure, the enclosure doors, and adjacent facilities or improvements. The Franchisee shall promptly repair at its own expense any such enclosure or adjacent facilities or improvements damaged by the Franchisee. Franchisee is not responsible for normal wear -and -tear of the enclosure. The Director shall resolve any disputes relating to such damage, and the Franchisee agrees to abide by such decision.

SECTION 4.6. MULTI -FAMILY DWELLING AND COMMERCIAL SOURCE SEPARATED RECYCLABLE MATERIALS COLLECTION. Franchisee shall provide Recycling collection service to all Customers at Multi -Family Dwelling and Commercial Premises at no additional charge using a Container type mutually agreed upon by the Franchisee and the Customer and in accordance with this agreement.

Customer and Franchisee shall mutually agree upon an on-site location at which all Source Separated Recyclable Materials shall be collected. Franchisee shall have a Recycling program whereby it, at a minimum, collects the following Recyclable Materials in Recycling Containers from Customers:
aluminum, tin, steel and bi-metal cans, glass and metal containers, PET (plastic #1), HDPE (plastic #2), plastics #3 through #7, newspaper, mixed paper (including, but not limited to, colored paper, paper board, craft paper, office paper, computer paper, telephone books, catalogues, cardboard, cereal boxes, dry food boxes, tab cards, junk mail, and magazines); milk cartons, and drink boxes. Franchisee also agrees to make programs available for all other materials for which it has established markets. Containers must comply with the requirements in Appendix 1-C. Acceptable materials are listed in Appendix 1-D. Franchisee shall Transport the Source Separated Recyclable Materials to the Approved Transfer Facility for Transfer or directly Transport to the Approved Source Separated Recyclable Materials Processing Facility, as specified 2021 Exclusive Franchise Agreement 36
ATTACHMENT 1 b

Attachment C
in Appendix 1-E.

Franchisee shall visit all new Customers within two weeks of the start of new service and maintain records of such visits. Franchisee shall continue to conduct on-site visits to Multi -Family and Commercial Customers throughout the term of the Agreement to implement and optimize recycling programs for each Customer. A list of new account and ongoing account visits, including all information required above, shall be provided, within thirty (30) days, to the County upon request.

SECTION 4.7. MULTI -FAMILY DWELLING AND COMMERCIAL ORGANIC WASTE COLLECTION. Franchisee shall provide a Green Container or Bin to all Customers at Multi -Family Dwelling and Commercial Premises using a Container type mutually agreed upon by the Franchisee and the Customer. All Containers and Bins provided must comply with this Agreement and be approved by the County. Customer and Franchisee shall mutually agree upon an on-site location at which all Source Separated Green Container Organic Waste shall be collected. The cost of the box or Bin shall be in accordance with the approved rate schedule. Containers must comply with the requirements in Appendix 1- C. Acceptable materials are listed in Appendix 1-D. A Food Waste Recycling program must be provided by the Franchisee to Customers no later than January 1, 2022. Franchisee shall Transport the Source Separated Green Container Organic Waste to the Designated/Approved Transfer Facility for Transfer and Transport to the Approved Organic Waste Processing Facility, as specified in Appendix 1-E.

SECTION 4.8. SINGLE-FAMILY SOURCE SEPARATED RECYCLABLE MATERIAL COLLECTION. Franchisee shall provide Single -Family Customers with a container for collection of Source Separated Recyclable Materials. Containers must comply with the requirements in Appendix 1-C.

Acceptable materials are listed in Appendix 1-D. Franchisee shall Transport the Source Separated Recyclable Materials to the Designated/Approved Transfer Facility for Transfer and Transport to the Approved Source Separated Recyclable Materials Processing Facility, as specified in Appendix 1-E.

Customers may request a second cart, for an additional charge per cart, in accordance with the approved rate schedule (Appendix 2-A).

SECTION 4.9. SINGLE-FAMILY ORGANIC WASTE COLLECTION. Franchisee shall provide Single -Family Customers with a Container for collection of Source Separated Green Container Organic Waste. Containers must comply with the requirements in Appendix 1-C. Acceptable materials are listed in Appendix 1-D. A Food Waste Recycling program must be provided by the Franchisee to Customers no later than January 1, 2022. Franchisee shall Transport the Source Separated Green Container Organic Waste to the Designated/Approved Transfer Facility for Transfer and Transport to the Approved/Designated Organic Waste Processing Facility, as specified in Appendix 1-E.

Customers may request a second cart, for an additional charge per cart, in accordance with the approved rate schedule (Appendix 2-A).

SECTION 4.10. OTHER WASTES. The Parties acknowledge that this Franchise Agreement is granted only with respect to the Franchise Services and does not include the collection, transportation, processing, or disposal of Hazardous Waste, Medical Waste, Liquid Waste, or Construction and Demolition Waste. If the Franchisee elects to provide any such services with respect to Hazardous Waste, Medical Waste, Liquid Waste or any other waste regulated by the Depalhnent of Toxic Substances Control, such haulage shall be done pursuant to a separate agreement, by a separate legal entity separately insured and liable, and according to Applicable Law. The Parties further acknowledge that the provision by the Franchisee of any services not specifically included within the Franchise are excluded from the protection of this Franchise and may be the subject of competition among any and all legally authorized 2021 Exclusive Franchise Agreement 37
ATTACHMENT 1 b

Attachment C
haulers.

SECTION 4.11. INTEGRATED WASTE MANAGEMENT ACT (AB 939) COMPLIANCE. The Franchisee shall provide on a monthly basis all necessary reporting data requested by the County relating to the County's compliance requirements pertaining to AB 939 (as amended hereafter) as it affects the County's Integrated Waste Management Plan. Such report shall be provided to the County within thirty (30) days after the end of each month. The Franchisee shall cooperate in activities requested by the County to measure diversion of Solid Waste from landfills including, but not limited to, providing a location for conducting waste sorting at the Franchisee's facilities, re-routing trucks on a temporary basis to facilitate composition analysis.

The County reserves the right to institute a fee for its costs directly attributable to County compliance with the Integrated Waste Management Act of 1989 (AB 939) as it may be amended or superseded. If instituted, the County may direct that such a fee be collected as a "pass through" to the Franchisee's customers within the Franchise Area.

SECTION 4.12. SELF -HAUL OPT -OUT. Notwithstanding any provision to the contrary herein, a Customer, or potential Customer within the Franchise Area may opt -out of services provided under this Franchise, provided that such Customer or potential Customer demonstrates to the satisfaction of the Director that it personally collects all Discarded Materials generated at the premises, removes and conveys such Solid Waste without littering the streets and disposes of such Solid Waste at a fully permitted disposal facility. Self -Haulers must source -separate all Organic Waste generated on site and recycle those materials or take Organic Waste to a High Diversion Organic Waste Processing Facility. Any Customer or potential Customer who opts -out of service must still abide by all applicable laws and regulations, including but not limited to those included for Self -Haulers in SB 1383 and AB 901. The Franchisee shall survey, track, and report to the County, on an annual basis, Generators who opt out of service and provide the County with information on what alternative services those Generators are utilizing to ensure compliance with all laws and regulations.

SECTION 4.13. COUNTY DESIGNATION OF FACILITIES. Franchisee agrees that the Board of Supervisors or Director may, upon making a finding of public health, safety, well-being, or benefit, direct Franchisee to deliver any or all Source Separated Recyclable Materials, SSGCOW, Mixed Waste, and/or Gray Container Waste Collected within the County to any type of Designated Facility, as County may designate. Such a change shall be considered a County -directed change in scope and handled in accordance with provisions in Section 4.4. The Residual remaining after Processing, or recovery of Source Separated Recyclable Materials, and SSGCOW shall be subject to the Board of Supervisors authority to direct Disposal at a Disposal Facility designated by the Board of Supervisors. County shall reserve the right to direct such Residual in accordance with the Board of Supervisor's direction in any agreement with the Facility operator of any Transfer Facility or Processing facility where Franchisee delivers Source Separated recyclable Materials, SSGCOW, Mixed Waste, and/or Gray Container Waste. Franchisee agrees to Transport Discarded Materials to the Designated Facility(ies) designated by the Director, commencing no later than fourteen (14) days from the date on which the Franchisee and Director agreed upon a rate adjustement for any such change of designated facility in accordance with Section 10.2. (A) Designated Facility — Disposal. The Franchisee, without constraint and as a free-market business decision in accepting this Agreement, agrees to use the Designated Disposal Facility for the purposes of Disposal of all Gray Container Waste Collected by the Franchisee under the terms of this Agreement. Such decision by Franchisee in no way constitutes a restraint of trade notwithstanding any change in law regarding flow control limitations or any definitions thereof. Franchisee shall comply with additional requirements related to use of the Designated Disposal Facility pursuant to Section 6.1. 2021 Exclusive Franchise Agreement 38
ATTACHMENT 1 b

Attachment C
ARTICLE 5: PROCESSING AND TRANSFER
SECTION 5.1. PROCESSING AND TRANSFER ARRANGEMENTS. The Franchisee shall make its own processing and transfer arrangements, so long as such arrangements are in full compliance with Applicable Law, subject to the following conditions:

The Director may order the Franchisee to modify or terminate its processing and/or transfer arrangements if:
(1) The Director determines that such arrangements threaten public health or safety, or (2) The Director determines that the County is not adequately protected from liability for the activities of the processing or transfer entities, or
(3) The Director determines that the diversion levels of the particular facility is commercially unreasonable, or
(4) The Director determines that a lower cost solution is available that would benefit the rate payers, or
(5) The Franchisee is disposing of Recovered Materials in a manner which does not result in commercially reasonable diversion credit to the County, or (6) The Franchisee is not handling Organic Waste and Recyclable Materials in a manner which constitutes a reduction in Landfill Disposal in accordance with SB 1383 Regulations, or (7) The Franchisee is otherwise substantially out of compliance with the requirements of SB 1383 Regulations.

SECTION 5.2. RECYCLABLE MATERIALS PROCESSING SERVICES. The Franchisee shall deliver all Collected Source Separated Recyclable Materials to a fully permitted Source Separated Recyclable Processing Facility or a fully permitted Transfer Facility. All expenses related to Recyclable Material Processing and marketing will be the sole responsibility of the Franchisee. The Franchisee shall ensure that the Recyclable Material Collected pursuant to this Agreement is not disposed of in a landfill, except as Residual Waste resulting from Processing. The Approved Source Separated Recyclable Processing Facility can be found in Appendix 1-E. Franchisee agrees to cooperate with County requests to direct material to specified facilities.

SECTION 5.3. ORGANIC MATERIALS PROCESSING SERVICES. The Franchisee shall deliver all Collected Source Separated Green Container Organic Waste to the Approved Organic Waste Processing Facility. All expenses related to Source Separated Green Container Organic Waste Processing and marketing will be the sole responsibility of the Franchisee. The Franchisee shall ensure that all Organic Waste Collected pursuant to this Agreement is diverted from the landfill, except as a Residue resulting from Processing. The Approved Organic Waste Processing Facility can be found in Appendix 1-E. Franchisee agrees to cooperate with County requests to direct material to specified facilities.

SECTION 5.4. FRANCHISEE'S PROFIT OR LOSS FROM SALE OF RECOVERED MATERIALS. The Franchisee must use its best efforts to sell Recovered Materials. The Franchisee is entitled to all revenues or other consideration derived from its sale of Recovered Materials; conversely, the Franchisee shall bear the entire risk of and have the responsibility of disposing of Recovered Materials. 2021 Exclusive Franchise Agreement 39
ATTACHMENT 1 b

Attachment C
SECTION 5.5. TITLE TO RECOVERED MATERIALS. As between the Parties, the Franchisee has title to and liability for all Recovered Materials, and shall indemnify, defend, and hold harmless the County from any property damage, personal injury, or consequential damages suffered by any person from exposure to or as a result of processing any Recovered Materials or subsequent product made from Recovered Materials based on any theory of liability. The Franchisee shall promptly notify the County of any claim by any person arising out of the marketing, disposal, or reuse of Recovered Materials.

SECTION 5.6. CONTAMINATION MONITORING PROCEDURES. This Section presents inspection method(s) for Prohibited Container Contaminants to be used by the Franchisee in conducting contamination monitoring.
(A) Container Inspection Methods.
(1) Option 1. Physical Container Inspections. When Franchisee's Hauler Route personnel dismounts from Collection vehicles to empty a Container, such personnel shall lift the Container lid and observe the contents. Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocol sets forth in Section 5.6(D)
(2) Option 2. Visual Inspections via On -Board Monitoring System. For Collection vehicles with automated Collection service, the Collection vehicle hopper shall be equipped with a video camera and monitoring system. The Franchisee shall observe, via the hopper video camera and monitoring system, the contents of the Containers as the materials are emptied into the vehicle.

Upon finding Prohibited Container Contaminants in the Container, Contract shall follow the contamination noticing procedures and containing Container handling protocols set forth in Section

5.6(D). If the Franchisee determines that the Container again contains Prohibited Container Contaminants upon the next day of service, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocols set forth in Section 5.6(D) (3) Option 3. Visual Inspections via Remote Monitoring. Franchisee shall install camera equipment in Containers and use a cloud -based software that will enable the Franchisee to monitor and examine the contents of Containers using digital photographic images obtained from the cameras installed in the Containers. The digital images shall be maintained and accessible for examination through the Franchisee's cloud -based software platform. Franchisee will perform regular and frequent remote monitoring of each Container, automatically, manually, or in combination using the remote monitoring system. The Container monitoring system shall capture digital pictures multiple times each day of the contents of the Container to document and visualize various layers of material in the Container. Capturing multiple digital pictures is necessary to detect Prohibited Container Contaminants through the Container. Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocol sets forth in Section 5.6(D) (B) Actions upon Identification of Prohibited Container Contaminants. (1) Record Keeping. The driver or other Franchisee representative shall record each event of identification of Prohibited Container Contaminants in a written log or in the on -board computer system including date, time, Customer's address, type of Container; and maintain photographic evidence. Franchisee shall submit this record to the Franchisee's Customer service department, and Franchisee's Customer service department shall update the Customer's account record to note the event, if the documentation in the on -board computer system did not automatically update the Customer's account record. Franchisee must also upload all information related to Prohibited 2021 Exclusive Franchise Agreement 40
ATTACHMENT 1 b

Attachment C
Container Contaminants into the County's reporting system on at least a monthly basis. (2) Identification of Excluded Waste. If Franchisee's personnel observe Excluded Waste in an uncollected Container, the Franchisee's personnel shall issue a non -Collection notice for this Container in accordance with Section 5.6(B)(4) and shall not Collect the Discarded Materials that contain Excluded Waste. Franchisee's personnel shall record that observation in accordance with Section 5.6(B)(1) and immediately inform their route supervisor. The route supervisor shall investigate and initiate applicable action within one (1) Business Day or sooner if the Hazardous Waste may cause immediate danger.
(3) Courtesy Pick -Un Notices. Upon identification of Prohibited Container Contaminants in a Customer's Container, Franchisee shall provide the Customer a courtesy pick-up notice. The courtesy pick-up notification shall: (1) inform the Customer of the observed presence of Prohibited Container Contaminants; (2) include the date and time the Prohibited Container Contaminants were observed; (3) include information on the Customer's requirement to properly separate materials into the appropriate Containers, and the accepted and prohibited materials for Collection in each Container; (4) inform the Customer of the courtesy pick-up of the contaminated materials on this occasion with information that following three (3) instances Franchisee may issue a non -Collection notice; and (5) shall include photographic evidence. Franchisee shall leave the courtesy pick-up notice attached to or adhered to the Generators' contaminated Containers; at the Premises' door or gate; or, may deliver the notice by mail, e-mail, text message, or other electronic message. Franchisee shall Collect the contaminated Container and Transport the material to the appropriate Approved Facility for Processing; or Franchisee may Collect the contaminated materials and Transport the contaminated materials to the appropriate Approved Facility for Disposal. (4) Non -Collection Notices. Upon identification of Prohibited Container Contaminants in a Container in excess of standards agreed upon by the Parties or Excluded Waste, Franchisee shall provide a non -Collection notice to the Generator. The non -Collection notice shall, at a minimum: (1) inform the Customer of the reason(s) for non -Collection; (2) include the date and time the notice was left or issued; (3) describe the premium charge to Customer for Franchisee to return and Collect the Container after Customer removes the Contamination, and (4) a telephone number at which the Customer may contact the Franchisee. The non -Collection notice shall include photographic evidence of the violation(s). The Franchisee's notice of non -Collection may be left attached to or adhered to the Generator's Container, or at the Premises' door or gate at the time the violation occurs, or may be delivered by mail, e-mail, text message, or other electronic message. Franchisee shall submit a sample of its non -Collection notice to the County's Contract Administrator for approval prior to implementing use of it with Customers.
(5) Communications with Customer. Whenever a Container at the Premises of a Commercial or a Multi -Family Customer is not Collected, Franchisee shall contact the Customer on the scheduled Collection day or within forty-eight (48) hours of the scheduled Collection day by telephone, e-mail, text message, or other verbal or electronic message to explain why the Container was not Collected. Whenever a Container is not Collected because of Prohibited Container Contaminants a Customer service representative shall contact the Customer to discuss, and encourage the Customer to adopt proper Discarded materials preparation and separation procedures. (6) Franchisee Return for Collection. Upon request from Customer, Franchisee shall Collect Containers that received non -Collection notices per Section 5.6(B)(4) or Section 4.4(E) within one (1) working Day of Customer's request if the request is made at least two (2) Working Days prior to the regularly scheduled Collection Day. Franchisee shall bill Customer for the extra Collection service event ("extra pick-up") at the applicable County -approved Rates only if Franchisee 2021 Exclusive Franchise Agreement 41
ATTACHMENT 1 b

Attachment C
notifies Customer of the premium Rate for this service at the time the request is made by Customer. (C) Disposal of Contaminated Materials. If the Franchisee observes Prohibited Contaminants in a Generator's Container(s), Franchisee may Dispose of the Container's contents, provided Franchisee complies with the noticing requirements in Section 5.6(B) above. (D) Contamination Monitoring. Hauler must monitor contamination using one of the following methods:
(1) Hauler Route Review Option. Commencing on or before January 1, 2022, the Franchisee shall, at its sole expense, conduct Hauler Route reviews for Prohibited Container Contaminants in Collection Containers in a manner that is deemed safe by the Franchisee; is approved by the County; is conducted in a manner that results in all Hauler Routes being reviewed at a minimum annually; and, complies with the requirements of this Section and meet the requirements of 14 CCR Section 1894.5(b).

Franchisee shall conduct Hauler Route reviews that include inspection of the contents of Customers' Collection Containers for Prohibited Container Contaminants in a manner such that the greater of a minimum of five (5) Containers or ten percent (10%) of Containers per container type on each and every Hauler Route are inspected annually. The Containers shall be randomly selected by a method proposed by the Franchisee and approved by the County.

Franchisee shall develop a Hauler Route review methodology to accomplish the above Container inspection requirements and such methodology shall comply with the requirements of 14 CCR Section 18984.5(b). Franchisee shall submit its proposed Hauler Route review methodology for the coming year to the County no later than January 15 of each year describing its proposed methodology for the calendar year and schedule for performance of each Hauler Route's annual review. Franchisee's proposed Hauler Route review methodology shall include not only its plan for Container inspections, by shall also include its plan for prioritizing the inspection of Customers that are more likely to be out of compliance. County and/or CalRecycle will review and approve the proposed methodology. Franchisee may commence with the proposed methodology upon approval.

If the County and/or CalRecycle notifies the Franchisee that the methodology is inadequate to meet the requirements of 14 CCR Section 18984.5(b), Franchisee shall, at its sole expense, revise the methodology and, after obtaining County or CalRecycle approval, conduct additional Hauler Route reviews, increased Container inspections, or implement other changes using the revised procedure. If the Franchisee's proposed methodology has been deemed inadequate by the County, the Franchisee shall, at the expense of the County, revise the methodology and implement the necessary changes using the revised procedure.

The County's Contract Administrator may request, and Franchisee shall accept, modifications to the schedule to permit observation of the Hauler Route reviews by the County. In addition, Franchisee shall provide an e-mail notice to the County's Contract Administrator no less than ten (10) Working Days prior to each scheduled hauler Route review that includes the specific time(s), which shall be within the County's normal business hours, and location(s).

Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocols set forth in Sections 5.6(A),5.6(B), and 5.6(C).

Franchisee shall maintain records and report to the County, using a method prescribed by the 2021 Exclusive Franchise Agreement 42
ATTACHMENT 1 b

Attachment C
County, monthly on contamination monitoring activities and actions taken, in accordance with Appendix 6.
(2) Waste Evaluation Ontion. Commencing on or before January 1, 2022, Franchisee shall, at its sole expense, conduct waste evaluations that comply with the requirements of this Section and meet the requirements of 14 CCR Section 18984.5(c). The County maintains the right to observe, or hire a third party to observe, the waste evaluations. Franchisee shall, no later than January 15 of each calendar year, provide the County with a proposed waste evaluation methodology and a schedule of waste evaluations for the calendar year for review and approval by County. The County's Contract Administrator may request, and Franchisee shall accept modifications to the schedule to permit observation by the County. In addition, Franchisee shall provide an e-mail notice to the County's Contract Administrator no less than ten (10) Working Days prior to each scheduled waste evaluation that includes the specific time(s), which shall be within the County's normal business hours, and location(s) for the waste evaluation.

The Franchisee shall conduct waste evaluations for Prohibited Container Contaminants by sampling the contents of Containers on Hauler Routes in the follow manner: Franchisee shall conduct waste evaluations at least twice per year and the studies shall occur in two distinct seasons of the year.

The Franchisee's waste evaluations shall include samples of Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste, and any other Containers types.

The waste evaluations shall include samples from each Container type served by the Franchisee and shall include samples taken from different areas in the County that are representative of the County's waste stream.

The waste evaluations shall include at least the following minimum number of samples from all the Hauler Routes included in the studies: a) For Hauler Routes with less than 1,500 Generators, the study shall include a minimum of 25 samples; b) For Hauler Routes with 1,500-3,999 Generators, the study shall include a minimum of 30 samples; c) For Hauler Routes with 4,000-6,999 Generators, the study shall include a minimum of 35 samples; and, d) For Hauler Routes with 7,000 or more Generators, the study shall include a minimum of 40 samples.

The Franchisee shall Transport all of the material Collected for sampling to a sorting area at an Approved/Designated Facility, where the presence of Prohibited Container Contaminants for each Container type shall be measured to determine the ratio of Prohibited Container Contaminants present in each material stream by weight. To determine the ratio of Prohibited Container Contaminants, the Franchisee shall use the following protocol: a) The Franchisee shall take one sample of at least 200 pounds from the material Collected from each material stream for sampling. For example, Franchisee shall take a 200 -pound sample taken from the combined contents of the SSGCOW Container samples, b) The 200 -pound sample shall be randomly selected from different areas of the pile of Collected material for that material stream, c) For each 200 -pound sample, the Franchisee shall remove any Prohibited Container Contaminants and determine the weight of Prohibited container Contaminants, d) The Franchisee shall determine the ratio of Prohibited Container Contaminants in the sample by dividing the total weight of Prohibited Container Contaminants by the total weight of the sample, e) all weights shall be recorded in pounds, and f) the facility, scales and weighing process used for the study shall meet the standards in Appendix 6.

If the sampled weight of Prohibited Container Contaminants exceeds twenty-five percent (25%) of the measure sample for any material stream, Franchisee shall:
2021 Exclusive Franchise Agreement 43
ATTACHMENT 1 b

Attachment C
a) Notify the County within fifteen (15) Working Days of the waste evaluation; b) Within fifteen (15) Working Days of the waste evaluation, either:
1) Notify all Generators on the sampled Hauler Route of their requirement to properly separate materials into the appropriate Containers. The Franchisee may provide this information by placing a written notice on the Generators' Containers or the gate or door of the Premises; and/or by mail, e-mail, or electronic message to the Generators. The format of the warning notice shall be approved by the County; or,
2) Perform a targeted Hauler Route review of Containers on the Hauler Route sampled for waste evaluations to determine the sources of contamination and notify those Generators of their obligation to properly separate materials. The Franchisee may provide this information by placing a written notice on the Generators' Containers or the gate or door of the Premises; and/or by mail, e- mail, or electronic message to the applicable Generators. The format of the warning notice shall be approved by the County.

Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the contamination noticing procedures and contaminated Container handling protocols set forth in Section 5.6(A) and 5.6(B), which include protocols for non -Collection and Disposal of contaminated materials.

Franchisee shall maintain records and report to the County, using a method prescribed by the County, monthly on contamination monitoring actives and actions taken, in accordance with Appendix 6.

SECTION 5.7. PROCESSING FACILITY TEMPORARY EQUIPMENT OR OPERATIONAL FAILURE WAIVER.
(A) Notification to the County. The Franchisee, or their Subcontractor (such as a Facility Operator), shall notify the County of any unforeseen operational restrictions that have been imposed upon an Approved Facility by a regulatory agency or any unforeseen equipment or operational failure that will temporarily prevent an Approved/Designated Facility from Processing and recovering Source Separated Recyclable Materials, SSGCOW, or Mixed Waste. The Franchisee or Subcontractor shall notify the County as soon as possible and no later than forty-eight (48) hours from the time of the incident. The notification shall include the following: 1) name of Approved/Designated Facility; 2) the Recycling and Disposal Reporting System Number of the Approved/Designated Facility; 3) date the Approved/Designated Facility became unable to Process Source Separated Recyclable Materials, SSGCOW, or Mixed Waste; 4) description of the operational restrictions that have been imposed upon the Approved/Designated Facility by a regulatory agency or unforeseen equipment failure or operation restriction that occurred; 5) the period of time the Franchisee anticipates the temporary inability of the Approved/Designated Facility to Process Source Separated Recyclable Materials, SSGCOW, or Mixed Waste; 6) Franchisee's proposed action plan to deliver materials to an Alternative Facility for Processing (refer to Appendix 1-E) or Franchisee's request for waiver to deliver Source Separated Recyclable Materials, SSGCOW, or Mixed Waste to the Designated Disposal Facility.
(B) Use of Alternative Facility or Waiver for Disposal of Materials. Upon notification by Franchisee or Subcontractor of an Approved/Designated Facility's inability to Process materials, County shall evaluate the notification and determine if County shall require Franchisee to use an Alternative Facility 2021 Exclusive Franchise Agreement 44
ATTACHMENT 1 b

Attachment C
or allow the Franchisee to Transport the Source Separated Recyclable Materials, SSGCOW, or Mixed Waste to the Designated Disposal Facility for Disposal on a temporary basis for a time period specified by the County. Upon County's decision, the County shall notify the Franchisee of its requirement to use an Alternative Facility for Processing or to use the Approved Disposal Facility for Disposal, and the period of time that the County will allow the Source Separated Recyclable Materials, SSGCOW, or Mixed Waste to be redirected to the Alternative Facility or Approved/Designated Disposal Facility. Pursuant to 14 CCR Section 18984.13, the approved Disposal period shall not exceed ninety (90) days from the date the Approved/Designated Facility's Processing restriction or failure commenced. In such case, the Franchisee must receive written permission from the County Contract Administrator prior to depositing any Discarded Material in a Landfill.
(C) Record Keening and Reporting. Franchisee shall maintain a record of any Approved/Designated Facility incidents and report this information to the County in accordance with Appendix 6.
2021 Exclusive Franchise Agreement 45
ATTACHMENT 1 b

Attachment C
ARTICLE 6: SOLID WASTE DISPOSAL
SECTION 6.1. SOLID WASTE DISPOSAL.
(A) Disposal Generally. The Franchisee shall transport and dispose of all Discarded Materials which it collects but does not divert from landfill disposal at the Designated Disposal Facility in accordance with the requirements of this Franchise Agreement, Applicable Law and with the requirements, rules and regulations of the Director. The Franchisee agrees that it shall not dispose of Hazardous Waste, Medical Waste, Liquid Waste, Source Separated Recyclable Materials, Source Separated Green Container Organic Waste or any other waste not included as County Acceptable Solid Waste at the Designated Disposal Facility, except as may be required in emergencies resulting from Uncontrollable Circumstances with the prior written approval of the Director and in compliance with Section 5.7 and Appendix 1-E. (B) Designated Disposal Facilities. The Director shall have the right during the Term of the Franchise to determine the Designated Disposal Facility, or multiple concurrent Designated Disposal Facilities, in its sole and absolute discretion. The initial Designated Disposal Facilities shall be any of the Orange County landfills: Olinda Alpha, Frank R. Bowerman or Prima Deshecha. The Director shall notify the Franchisee in writing of any changes in the Designated Disposal Facility. See Appendix 1-E for additional details.
(C) Disposal Records. The Franchisee shall keep and maintain such logs, records, manifests, bills of lading or other documents as the Director may deem to be necessary or appropriate to confirm compliance by the Franchisee with this Franchise Agreement and shall retain all weight slips or other call information provided to the Franchisee's drivers. See Appendix 6 for additional details. (D) Payment of Disposal Fees. The Franchisee shall pay, or make arrangements for the payment of, all disposal fees and other transfer, disposal or processing charges imposed by the County or other entity for the disposal or processing of Solid Waste. The Franchisee acknowledges that disposal or processing costs required to be incurred by the Franchisee were taken into account in the determination of the rates established in this Agreement, and the Franchisee shall not be entitled to any additional compensation from the County or from Customers because of variations in disposal or processing costs except to the extent provided in Section 10.3.
(E) Failure to Transport to Designated Disposal Facility. The Franchisee's failure to properly transport, or cause to be transported, Discarded Materials as described herein is an Event of Default, as described in Section 11.1(A) of this Agreement.
(F) Flow Control Covenant. The Franchisee hereby waives any right which it may possess under Applicable Law to contest on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power, or authority of the County to engage in the practice of legal Solid Waste "flow control," or to enter into or perform obligations under the Waste Disposal Agreement, (b) the enforceability of the Waste Disposal Agreement described in Section 6.1(G), or (c) the right, power, or authority of the County to deliver or cause the delivery of all Solid Waste collected within the Franchise Area to the Designated Disposal Facility in accordance with this Franchise and the "flow control" covenant contained in any proposed or executed Waste Disposal Agreement. (G) Waste Disposal Agreement. The Franchisee acknowledges that it has entered into a Waste Disposal Agreement with the County (the "Waste Disposal Agreement") and warrants that the Waste Disposal Agreement is in full force and effect as of the date of the Franchise and constitutes a separate and independent obligation of Franchisee with respect to the matters contained therein. Nothing in this Franchise in any way modifies or supersedes the Waste Disposal Agreement. 2021 Exclusive Franchise Agreement 46
ATTACHMENT 1 b

Attachment C
(H) Legal Challenges to Franchise System. The Franchisee shall use its best efforts to preserve, protect and defend its right to exercise and comply with this Agreement against any challenge thereto, legal or otherwise (including any lawsuits against the Franchisee or the County, whether as plaintiff or defendant), by any person, based upon breach of contract, violation of law or any other legal theory. The Franchisee shall bear the cost and expense of any such legal proceeding or other challenge. (I) Transponder Usage. The Franchisee agrees to participate in the Department's transponder program. The Franchisee shall identify a contact person that will coordinate with the County Contract Administrator in order to efficiently administer this program. The Franchisee shall have ninety (90) days from the Effective Date to install transponders on all units in their respective fleets with the exception of compactor bins and roll -off boxes; provided, however, that the County may in its discretion require installation of transponders on compactor bins and roll -off boxes on a case by case basis. The Franchisee shall have thirty (30) days to install transponders on any vehicles purchased after the initial installation period. The Franchisee using sub -contractors or other haulers to transport waste to the Designated Facility(ies) shall require them to participate in the transponder program. For purposes of this section, the Franchisee's "fleet" consists of all vehicles the Franchisee uses to transport Discarded Materials to County owned or operated Facility(ies), including, but not limited to, transfer trucks and trailers. (J) Communication. If requested by the County, the Franchisee shall meet with the County at least once a month to discuss issues related to the interaction of operations between Franchisee and Facility staff including, but not limited to: Traffic flow, vehicle weighing procedures, Hazardous Waste screening and safety policies, receiving hours, and billing and payment of gate fees for delivery of materials. (K) Transportation to Non -Approved Facilities Prohibited. If Franchisee Transports Discarded Materials to a facility other than an Approved/Designated Facility or an Alternative Facility without prior County approval, Franchisee's failure to comply may results in assessment of Liquidated Damages pursuant to Section 9.3.
2021 Exclusive Franchise Agreement 47
ATTACHMENT 1 b

Attachment C
ARTICLE 7: COMPLIANCE
SECTION 7.1. THE FRANCHISEE'S RESPONSIBILITY FOR IMPLEMENTATION AND COMPLIANCE PLAN. The Franchisee will implement the Implementation and Compliance Plan set forth in Appendix 4. The Franchisee will indemnify the County for any judgments or penalties assessed against the County as a result of the failure of the Franchisee to fully implement the Implementation and Compliance Plan. The obligations of the Franchisee to implement the Implementation and Compliance Plan under this Section shall continue irrespective of any modifications to the Public Resources Code or any legal challenges or amendments to the County's SRRE or statutes governing the preparation or implementation thereof.

SECTION 7.2. MINIMUM DIVERSION REQUIREMENTS. Franchisee shall recycle or divert from landfill disposal fifty percent (50%) of all Discarded Materials collected pursuant to this Franchise.

Discarded Materials shall only be considered to have been recycled or diverted under this Franchise Agreement if it is considered to be diversion by the CalRecycle in connection with the County's diversion goals as required by AB 939, SB 1383, and AB 1594. Franchisee shall provide documentation to the County on a quarterly basis and within thirty (30) days of the end of the year stating and supporting that calendar year's diversion programs. This documentation shall be accompanied by any diversion fee due per Section

7.3. Diversion from sources other than Franchisee's collection and diversion efforts (such as source reduction, reuse, or recyclables diverted by solid waste enterprises, collection of materials that are not the subject of this Franchise Agreement, or the efforts of self -haulers) shall not be counted as diversion by Franchisee. Notwithstanding anything to the contrary herein, Transformation of Discarded Materials will not be required to meet the minimum diversion requirements under this Section 7.2 of this Agreement.

SECTION 7.3. DIVERSION FEES. The Franchisee shall pay to the County a Diversion Fee for any calendar year, in which the minimum diversion rate of Discarded Materials collected by the Franchisee does not meet or exceed fifty percent (50%) or as otherwise may be required by law; provided that any such fee shall only be assessed against Franchisee by County if Franchisee failed to make a good -faith effort to meet the minimum diverion rate under this agreement. The fee is based upon the diversion rate achieved and the total Residential and Commercial Gross Revenues for the corresponding year, as follows:

Diversion Rate Diversion Fee as a % of Gross Revenues
0 — 24.9% 5.0%
25% - 29.9% 3.5%
30% - 34.9% 2.0%
35% - 39.9% 1.5%
40% - 44.9% 1.0%
45% - 49.9% 0.5%
Prior to assessing any fee under this Section, County shall provide notice to Franchisee. Upon receipt of such notice, County and Franchisee shall enter into good -faith negotiations to determine whether a fee is appropriate and to discuss and agree upon corrective action measures to be implemented by Franchisee prior to any imposition of fees. Should Franchisee fail to implement the agreed-upon corrective measures, then Franchisee shall pay the fee as set forth in this provision. If due, this fee shall be accompanied by the supporting tonnage data required in Section 7.2 and the Gross Revenues upon which this fee is calculated. If the Diversion Fee is due and not paid on or before the thirtieth (30th) day following the end of the calendar year, then, in addition to any other remedy provided by law, Franchisee shall pay to County a penalty in an amount equal to 1.5% per month, or portion thereof, of the amount owing until paid. 2021 Exclusive Franchise Agreement 48
ATTACHMENT 1 b

Attachment C
SECTION 7.4. OUTREACH AND EDUCATION PLAN. In order to promote education, Franchisee shall create all public education materials and conduct education programs and activities described in this Section at its expense.
(A) Program Obiectives. Franchisee's public education and outreach strategy shall focus on improving Generators' understanding of the benefits and opportunities for source reduction, Reuse, and Landfill Disposal reduction. In general, Franchisee -provided public education and outreach, which shall include all content required by this Section, should: (i) inform Generators about the services that are provided under this Agreement with specific focus on describing the methods and benefits of source reduction, Reuse, and reduction of Solid Waste Disposal; (ii) instruct Generators on the proper method for placing materials in Containers for Collection and setting Containers out for Collection with specific focus on minimizing contamination of Source Separated Recyclable Materials and SSGCOW; (iii) clearly define Excluded Waste and educate generators about the hazards of such materials and their opportunities for proper handling; (iv) discourage generators from buying products if the product and its packaging are not readily reusable, recyclable, or compostable; (v) inform Generators subject to Food Recovery requirements under SB 1383 Regulations of their obligation to recover Edible Food and actions they can take to prevent the creation of Food Waste; (vi) encourage the use of Compost; and, (vii) encourage Generators to purchase products/packaging made with Recycled -content materials. The cumulative intended effort of these efforts is to reduce each Generator's reliance on Franchisee -provided Gray Container Waste service and, ultimately, Disposal, and Franchisee agrees to support and not undermine or interfere with such efforts. (B) Franchisee Cooperation and/or Support for County Educational Efforts. Franchisee acknowledges that they are part of a multi-party effort to operate and educate the public about the integrated waste management system. Franchisee shall cooperate and coordinate with the County Contract Administrator on public education activities to minimize duplicative, inconsistent, or inappropriately timed education campaigns.

Franchisee shall obtain approval from the County Contract Administrator on all Franchisee -provided education materials including, but not limited to: print, radio, television, or internet media before publication, distribution, and/or release. County shall have the right to request that Franchisee include County identification and contact information on public education materials and approval of such requests shall not be unreasonably withheld. The County reserves the right to direct the Franchisee to modify the education and outreach program at any time.
(C) Annual Education Plan. Annually, Franchisee shall develop and submit an annual publication education plan to promote the programs performed by Franchise under this Agreement. The plan must be submitted to the County at least sixty (60) days prior to January 1 of each Contract Year. The County has the right to make changes to the education plan. The annual public education plan shall present the education activities for the upcoming calendar year and shall be submitted with the Franchisee's annual report in accordance with Appendix 6. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, identify program objectives, individual tasks, public education material to be developed or updated, opportunities for expanded partnerships, and a timeline for implementation. The County Contract Administrator shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without approval of the County Contract Administrator. Each plan's implementation success shall be measured according to the deadlines identified and products developed. Franchisee shall meet with the County Contract manager to present and discuss the plan. County Contract Administrator shall be allowed up to thirty (30) days after receipt to review and request modification. The County Contract Administrator may request, and Franchisee shall not unreasonably deny, modifications to be completed prior to approving the plan. Franchisee shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the County Contract Administrator. Any further delays may result in Liquidated Damages for failure to perform 2021 Exclusive Franchise Agreement 49
ATTACHMENT 1 b

Attachment C
education and outreach activities as identified in Section 9.3. Each Business Day that the plan is late shall count as a single event/activity.
(D) Education requirements during Program Implementation/Roll-Out. Beginning on the Effective Date of this Agreement and through January 1, 2023, Franchisee shall conduct an education campaign focused on informing Customers of the Collection program changes that will commence on January 1, 2022. At a minimum, Franchisee shall perform the activities listed below and shall perform these services in a manner that complies with requirements of this Section and 14 CCR, Division 7, Chapter 12, Article 4. (1) Prepare and distribute an initial mailer to all Customers explaining the change from the existing hauler to the new Franchisee (if applicable), changes from the existing Collection programs to new programs, Hauler Route changes, dates of program implementation, Recycling and Landfill Disposal reduction programs available, special services available, holiday Collection schedules, proper handling and disposal of Household Hazardous Waste, Franchisee's contact information, and any additional education and outreach information specified in 14 CCR, Division 7, Chapter 12, Article 4. The initial mailer shall be printed and mailed, or hand delivered to Customers, and shall also be made available in an electronic format through the Franchisee's website. Franchisee may provide a Customer with an electronic version of the initial mailer, rather than a printed version, if specifically requested by the Customer.
(2) Prepare a "How-to" flyer describing how to prepare Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste for Collection and describe the acceptable materials that can be included in the Blue and Green Containers, as well as non -allowable materials. The flyer should emphasize any new types of Source Separated Recyclable Materials to be included in Blue Containers and the new Food Waste Collection program. Prepare separate flyers for Single -Family, Multi -Family, and Commercial Customers addressing their unique service conditions. The flyers shall be printed and distributed to each Customer, as well as made available in an electronic format through the Franchisee's website. The Franchisee shall provide a sufficient number of flyers to each Multi -Family property manager for their distribution to each tenant unit. Franchisee may provide a Customer with an electronic version of the flyer rather than printed version, if specifically requested by the Customer.
(3) Prepare printed signage and posters describing Collection programs and distribute to Multi -Family property managers and Commercial Customers for on-site use. (4) Prepare an instructional packet identifying key transition dates and verifying the Customer's specific current Service Level, which shall be printed and distributed to each Customer and made available in an electronic format on the Franchisee's website. Franchisee may provide an electronic version rather than a printed version, if requested by the Customer. (5) Prepare and distribute public service announcements (PSA) for local newspapers. (6) Meet with up to four (4) business or homeowners associations in separate venues to educate Residential and Commercial Customers on the Collection programs, State requirements (including SB 1383) for the County and Generators; answer questions; and provide service and Rate information.
(7) All education material designed and/or distributed by the Franchisee shall be submitted to the County Contract Administrator for approval prior to distribution or posting on the Franchisee's website.
2021 Exclusive Franchise Agreement 50
ATTACHMENT 1 b

Attachment C
(E) Annual and Ongoing Education Requirements. Not less than once per year during each Rate Year, Franchisee shall prepare and distribute to each Generator in the Franchise Area a mailer that includes information specified in 14 CCR Section 18985.1(a). Such mailer shall be distributed by Franchisee to all Residential and Commercial mailing addresses including individual Multi -Family Dwelling Units. Franchisee shall also make this notice available in an electronic format through the Franchisee's website. (F) Billing Inserts. Upon County request, Franchisee agrees to insert and distribute brochures, newsletters, or other information developed by the County as inserts in Franchisee's Customer invoices at no additional charge to the County. Upon County request, Franchisee shall be responsible for printing the bill inserts. For Customers receiving electronic bills Franchisee agrees to distribute brochures, newsletters, or other information developed by the County as attachments to Customer invoices at no additional charge to the County. Franchisee shall provide electronic bill inserts to Customers who are billed electronically, and paper bill inserts to Customers who receive paper bills. Electronic Bill inserts/attachments must be readily available for the Customer to view upon receipt of the invoice. Upon County request for such inserts, Franchisee shall comply with such request during its next billing cycle for the targeted Customer group.

Franchisee shall perform this service with no additional requirement for compensation. (G) Multi -Family and Commercial Customer Signage. Franchisee shall provide all Multi -Family and Commercial Customers with Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste program guidelines, including posters to be placed in Collection areas and enclosures and other community areas at each Premises or building where Discarded Materials are stored. (H) Minimum Website Requirements. Franchisee shall develop and maintain a website (with a unique URL specific to the County) that is specifically dedicated to the Franchise Area to provide Generators with detailed service information. The website or webpage shall be accessible by the public and shall include all education and outreach materials being provided, without requirements for login. Franchisee shall update the website regularly so that information provided is current. (I) Instructional Service Guide. On or before January 1, 2022, Franchisee shall prepare a service guide that describes available services, including how to place Containers for Collection, which materials should be placed in each Container and prohibited materials, and provides Collection holidays and a Customer service phone number. On or before January 1, 2022, the service guide shall be printed and delivered annually to all Generators. Franchisee shall prepare different service guides for Single -Family, Multi -Family, Commercial Generators, and Commercial Edible Food generators. Franchisee shall, at its sole expense, revise, re -print, and redistribute service guides once every two (2) years or at least sixty (60) days prior to a change in the accepted or prohibited materials for any program. Franchisee shall make the service guide available in an electronic format through the Franchisee's website. Franchisee may provide an electronic version of the instructional service guide rather than a printed version, if requested by the Customer. (J) Annual Multi -Family Dwelling Unit Notices. Prior to the Commencement Date of this Agreement, Franchisee shall obtain and track in its Customer information system(s) the number and addresses of dwelling units at each Multi -Family Premises serviced by Franchisee. Franchisee shall maintain this database by auditing the data at least once every two (2) years. At least annually, commencing no later than January 1, 2022, Franchisee shall prepare and distribute notices to each Multi -Family Dwelling Unit at Multi - Family Dwelling Premises serviced by Franchisee. The annual notices shall be a minimum of four (4) pages (which may include the front and back of a single printed sheet), and shall include information on regulations governing Discarded Materials, Hazardous Waste, and toxic waste; County and State requirements to properly separate Discarded Materials(including, but not limited to, AB 341, AB 1826, and SB 1383); instructions on properly separating materials; waste prevention; services available; and any other information required by the County or by State regulations (including SB 1383 requirements for education, pursuant to 14 CCR, Division 7, Chapter 12, Article 4). As an alternative, Franchisee may comply with these requirements 2021 Exclusive Franchise Agreement 51
ATTACHMENT 1 b

Attachment C
through preparation and distribution of an annual newsletter distributed to each Multi -Family Dwelling Unit that provides the same information. Franchisee shall make notices and newsletters available in an electronic format through the Franchisee's website. Franchisee may provide an electronic version of the notices rather than a printed version, if requested by the Customer.
(K) Provision of Educational Materials to Non -Compliant Entities. Franchisee shall provide educational materials to non-compliant entities under this Agreement as further described in Appendix 6. (L) Education Materials for Property and Business Owners and Tenants. Franchisee shall annually provide Property Owners and Commercial Business owners with public education materials for their distribution to all employees, contractors, tenants, and Customers of the properties and businesses. The Franchisee's public education materials shall include, at a minimum, information about Organic Waste and Recyclable Materials recovery requirements and proper sorting of Discarded Materials; and shall reflect content requirements in Section 7.4(M) below. A Commercial Business or Multi -Family Property Owner may request these materials more frequently than the standard annual provision if needed to comply with the requirement of 14 CCR Section 18984.10 for Commercial Businesses and Multi -Family Property Owners to provide educational information to new tenants and employees before or within fourteen (14) days of occupation of the Premises. In this case, the Commercial Business or Multi -Family Property Owner may request delivery of materials by contacting the Franchisee's customer service department not later than two (2) weeks in advance of the date that the materials are needed. (M) Education Requirements for Commercial Edible Food Generators. At least annually the Franchisee shall provide Commercial Edible Food Generators with the following information:
(1) Information about the County's Edible Food Recovery program; (2) Information about the Commercial Edible Food Generator requirements under 14 CCR, Division 8, Chapter 12, Article 10;
(3) Information about Food Recovery Organization and Food Recovery Services operating within the County, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and,
(4) Information about actions that Commercial Food Generators can take to prevent the creation of Food Waste.
(N) Minimum Content Requirements. Prior to February 1, 2022; and annually thereafter, the Franchisee shall include the following education and outreach content to Customers by incorporation of this content into the public education materials described in Section 7.4(E) through (L). (1) Information on the Generator's requirements to properly separate Source Separated Recyclable Materials, SSGCOW, and Gray Container Waste and place such materials in appropriate Containers pursuant to this Agreement, SB 1383 Regulations, and all other Applicable Law. (2) Information on methods for the prevention of Source Separated Recyclable Materials and SSGCOW generation; managing SSGCOW on Generator's Premises through composting or other Landfill Disposal reduction activities allowed under 14 CCR Sections 189831.1 and 18983.2; and sending SSGCOW to Community Composting operations.
(3) Information regarding the methane reduction benefits of reducing the Disposal of SSGCOW, and the method(s) that the Franchisee uses to recover SSGCOW. 2021 Exclusive Franchise Agreement 52
ATTACHMENT 1 b

Attachment C
(4) Information regarding how to recover Source Separated Recyclable Materials, SSBCOW, and SSGCOW, and a list of haulers approved by the County. (5) Information related to the public health and safety and environmental impacts associated with the Disposal of SSGCOW and SSBCOW.
(6) Information regarding programs for donation of Edible Food. (7) For Commercial Customers, information about the County's Edible Food Recovery Collection program; Tier One Commercial Edible Food Generators and Tier Two Edible Food Generators requirements specified in 14 CCR, Division 7, Chapter 12, Article 10; Food Recovery Organizations and Food Recovery Services operating within the County, and where a list of those Food Recovery Organization and Food recovery Services can be found; and, information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste. (8) Information regarding Self -Hauling requirements.
(9) Any other federal, State, or local requirements to properly separate Discarded Materials or other necessary actions by Generators, including applicable requirements of the County Code, AB 341, AB 1826, and SB 1383 and corresponding regulations. (0) Material Distribution Methods. Franchisee shall use one of the following methods to provide education information to Customers. All materials are to be approved by the County prior to distribution. (1) Printed Materials. Franchisee shall provide printed education materials as described in Section 7.4(E) through (L). The Franchisee shall be responsible for the design, printing, and distribution of these materials. All Franchisee -printed public education materials shall, at a minimum, use recycled paper and/or be made of recycled material. The Franchisee will use 100% post -consumer paper and procure printed materials from local businesses. (2) Electronic materials and website content. Franchisee shall provide electronic and website content for education and outreach materials, which may include, but are not limited to: digital graphics, digital versions of print materials, social media posts, and blog posts. The Franchisee shall be responsible for the design, posting, and electronic distribution of these materials. (P) Non-English Language Requirements. Upon County request, Franchisee shall provide materials in additional languages in response to shifting demographics within the County; updates to State requirements or Applicable Law; or, any other reason deemed appropriate by the County. (Q) Record Keeping and report Requirements. Franchisee shall comply with the public education and outreach record keeping and reporting requirements of Appendix 6.

SECTION 7.5. TECHNICAL ASSISTANCE PROGRAM.
(A) Organizing and Conducting Direct Generator Outreach: Site Visits and Waste Assessments.

At least sixty (60) days prior to the Franchise Date, Franchisee will provide an Outreach and Education Plan and Implementation and Compliance Plan to County for approval identifying the site visit schedule for which to send a Franchisee representative to visit each Multi -Family and Commercial Generator's Premises for the purpose of assessing how much Source Separated Recyclable Materials and SSGCOW is being Disposed; assessing the Source Separated Recyclable Materials and SSGCOW Collection Service Levels needed to meet the requirements of SB 1383 Regulations; and inform all Customers of opportunities to reduce costs by 2021 Exclusive Franchise Agreement 53
ATTACHMENT 1 b

Attachment C
enrolling Source Separated recyclable Materials and SSGCOW Collection service and reducing Gray Container Waste Collection service. Franchisee shall contact Multi -Family and Commercial Customers and provide site visits according to the County -approved schedule. Franchisee will also provide a site visit to any Multi -Family and Commercial Generator that requests a site visit, even if it is ahead of schedule.

Beginning January 1, 2022, and annually thereafter, a Franchisee representative shall follow up with Multi -Family and Commercial generators who are required to participate in Source Separated Recyclable Materials and SSGCOW Collection service under Applicable Law, including but not limited to AB 341, AB 1826, and SB 1383 and corresponding regulations. The Franchisee shall ensure that these Generators are participating in the Source Separated Recyclable Materials and SSGCOW Collection Service. If the Generator is not in compliance or not participating, the Franchisee shall assist the Customers with selecting appropriate Containers and Container sizing, identify acceptable Discarded Materials Collection services as set forth in this Agreement, and attempt to resolve any logistical barriers to providing Source Separated Recyclable Materials and SSGCOW Collection service. Franchisee shall provide ongoing, on-site training for Commercial Generators' staff, including, but not limited to: management, kitchen staff, service employees, and janitorial staff; and Multi -Family Customers' staff, including but not limited to: the property manager, janitorial staff, maintenance, and any other on-site staff members or contractors that handle Discarded Materials.

For each on-site waste assessment conducted by Franchisee, Franchisee shall include documentation of the items listed below. County reserves the right to request Franchisee's documentation of additional information and shall authorize the format for required information. (1) Pictures of material in all Containers;
(2) Characteristics of the property, business, and Generator type; (3) Written recommendations for the appropriate Service Level for each material type; (4) Provision of outreach and education materials appropriate to the Generator type; (5) Determination of signage placement;
(6) Determination of any on-going training needs;
(7) Determination of any access needs;
(8) Documentation of any special service needs (such as, but not limited to, seasonal Collection service, automated on-call compactor, etc.); and, (9) Documentation of records of communications with the Generator.

SECTION 7.6. EDIBLE FOOD RECOVERY PROGRAM SUPPORT. No later than January 1, 2022, Franchisee shall identify all Commercial Customers that meet the definition of Tier One and Tier Two Commercial Edible Food Generators and provide a list of such Customers to the County, which shall include:

Customer name; service address; contact information; Tier One or Tier Two classification; and, type of business (as it relates to the Tier One and Tier Two Commercial Edible Food Generator definitions).

Contractor shall update the list and provide it to the County annually.

SECTION 7.7. INSPECTION AND ENFORCEMENT.
(A) Annual Compliance Review. Franchisee shall perform compliance reviews described in this 2021 Exclusive Franchise Agreement 54
ATTACHMENT 1 b

Attachment C
Section commencing January 1, 2022, and at least annually thereafter, unless otherwise noted. (B) Commercial Generator Compliance Reviews. Franchisee shall complete a compliance review of all Multi -Family and Commercial Customers that generate two (2) cubic yards or more per week of Solid Waste, including Organic Waste, to determine their compliance with: (1) Generator requirements under the County's Discarded Materials Collection program; and, 2) if applicable for the generator, Self -hauling requirements pursuant to 14 CCR Section 18988.3, including whether a Multi -Family or Commercial Business is complying through Back -Hauling SSGCOW and/or Source Separated Recyclable Materials and/or SSBCOW. The compliance review shall mean a "desk" review of records to determine Customers' compliance with the above requirements and does not necessarily require on-site observation of service; however, the County may request that the Franchisee perform an on-site observation of service in addition to or in lieu of the desk review if needed to obtain the required information. (C) Annual Customer Subscription Review. Beginning January 1, 2022 and annually thereafter, the Franchisee shall conduct annual Customer subscription reviews of Commercial, Multi -Family, and Single -Family Generators to determine Customer compliance with the subscription to a two -Container or three -Container Collection system and Container contamination monitoring. These Customer subscription reviews may be performed concurrently with the contamination monitoring Hauler Route reviews, provided Franchisee documents a reasonable sampling of Generators for which compliance with the subscription to a two -Container or three -Container Collection program during the Hauler Route review was assessed. (D) Generator Waiver Audits. Within thirty (30) days of County request, Franchisee shall provide service level and account holder information for Generators which hold a SB 1383 Regulation Organic Waste waiver from the County.
(E) Compliance Review Process.
(1) Number of Reviews. The Franchisee shall conduct a sufficient number of compliance reviews, Hauler Route reviews, and inspections of Generators, to adequately determine the Generators' overall compliance with SB 1383 Regulations, AB 1826, and AB 341. The number of reviews shall be mutually agreed upon by the County and Franchisee and satisfy the requirement of 14 CCR Section 18995.1(b) which requires a sufficient number of reviews. County reserves the right to require additional inspections, if the County determines that the amount of inspections conducted by the Franchisee is insufficient. County may require the Franchisee to prioritize inspections of entities that the County determines are more likely to be out of compliance. (2) Non -Compliant Entities. From January 1, 2022 through December 31, 2023, when compliance reviews are performed by Franchisee pursuant to Section 7.7, Franchisee shall provide educational materials in response to violations. Franchisee shall provide these educational materials to the non-compliant Customers and Generators within thirty (30) days of determination of non- compliance or immediately upon determination of non-compliance if such non-compliance is determined during an inspection or Hauler Route review. Franchisee shall document the non- compliant Customers and Generators and the date and type of education materials provided and shall report such information to the County in accordance with Appendix 6. Beginning January 1, 2024, the Franchisee shall, in addition to providing the education materials described in this subsection, document non-compliant Customers and Generators determined through Franchisee's compliance reviews pursuant to Section 7.7, and shall report all Customer and Generators with violations of SB 1383 Regulations to the County in accordance with Section 7.7. The County shall be responsible for subsequent enforcement action against the Generators. (3) Documentation of Inspection Actions. The Franchisee shall generate a written and/or 2021 Exclusive Franchise Agreement 55
ATTACHMENT 1 b

Attachment C
electronic record and maintain documentation for each inspection, Hauler Route review, and compliance review conducted, including the information described in Appendix 6. At least quarterly, all required information must be uploaded to the County designated software.

SECTION 7.8. TERMINATION FOR FAILURE TO IMPLEMENT IMPLEMENTATION AND COMPLIANCE PLAN. Subject to Section 11.1(a)(5), failure to implement the strategies listed in the Implementation and Compliance Plan will be deemed an Event of Default unless the Franchisee can demonstrate to the reasonable satisfaction of the County that it can meet the solid waste diversion requirements of AB 939 and SB 1383, and meet all other compliance requirements for the Franchise.

SECTION 7.9. TONNAGE INFORMATION. The Franchisee shall keep data on the origin and tonnage of Discarded Materials collected in the Franchise Area. The Franchisee shall provide to the County, on a monthly basis, or less frequently if agreed between the Parties, the following information in a format supplied by or approved by the Director:

1. The tonnage of County Discarded Materials collected in the Franchise Area by the gross number of tons collected each month;

2. The origin and tonnage of Discarded Materials that is actually delivered to each Designated Disposal Facility each month;

3. The weight of Source Separated Recyclable Materials collected in the Franchise Area and delivered for recycling;

4. The facility to which each type of Recyclable Material or Recovered Material is delivered by the Franchisee or its designee;

5. The weight of SSGCOW Materials collected in the Franchise Area and delivered for recycling;

6. The facility to which each type of SSGCOW Materials is delivered by the Franchisee or its designee;

7. The rate of participation in recycling programs; calculated on a per -Customer basis, to be provided annually;

8. Any other information reasonably requested by the Director to meet Applicable Law and the reporting requirements of the County.

SECTION 7.10. SAFETY.
(A) Safety Meetings. The Franchisee shall participate in monthly Safety Committee Meetings hosted by the County.
(B) Compliance. The Franchisee shall maintain all facilities utilized under the current waste hauling system in compliance with ANSI Z245.42-2012 Waste Transfer Station Safety Requirements, as well as all applicable safety and environmental laws to ensure workers' safety, public health and protection of the environment. All equipment utilized by the Franchisee shall conform to ANSI Z245.1-2017 Mobile Wastes and recyclable Materials Collection, Transportation, and Compaction Equipment Safety Standards.

Franchisee shall submit to the County on an annual basis information on any and all written safety programs. (C) Safety Inspections. County retains the right to inspect Franchisee Facility(ies) utilized by 2021 Exclusive Franchise Agreement 56
ATTACHMENT 1 b

Attachment C
Franchisee to handle Discarded Materials, at any time, with or without notice. (D) Contingency Plan. Franchisee shall have a written contingency plan, describing the steps that the Franchisee shall take to avoid interruptions in collection, disposal, and processing services. At all times, the Franchisee and their employees shall operate and maintain all collection vehicles and equipment in compliance with all applicable laws. The Franchisee shall maintain all necessary licenses and registrations, and shall timely pay all fees and taxes, on all vehicles and equipment, as required under applicable laws. (E) Incident Reporting. Franchisee must immediately (within twelve (12) hours) report to the Director or County Contract Administrator any work-related death or serious injury or illness. Franchisee must also report any on -road incident involving a county resident or member of the public to the Director or County Contract Administrator.
(F) Designated Disposal Facility. Franchisee agrees to abide by any and all Safety Rules and Regulations at the Designated Disposal Facility(ies). This includes but is not limited to participating in OCWR Cal/Sharp Program activities, inspections, and/or audits, as required by the County. (G) Safety Training. Franchisee shall provide suitable operational and safety training for all of its employees in compliance with Cal/OSHA, all applicable laws and its own safety program. The safety training shall include but not be limited to: general industry safety, alcohol and drug-free workplace, fire safety, driver training, accident prevention, personal protective equipment, solid resource collection safety, Illness and Injury Prevention Program, workplace free from sexual harassment, and workplace free from violence. Franchisee employees who utilize or operate vehicles or equipment for Collection of Solid Waste who are otherwise directly involved in such Collection shall be properly trained in such tasks. Records of such training history shall be maintained and made available for review by the Director. Franchisee shall provide a summary of all safety training to the County on an annual basis. 2021 Exclusive Franchise Agreement 57
ATTACHMENT 1 b

Attachment C
ARTICLE 8: OPERATING ASSETS
SECTION 8.1. OPERATING ASSETS.
(A) Obligation to Provide. The Franchisee shall acquire and maintain at its own cost and expense, Operating Assets which in number, nature, and capacity shall be sufficient to enable the Franchisee to provide the Franchise Services in accordance with the terms hereof and such assets shall be subject to inspection by the County at any time. The Franchisee shall bear all risk of loss of or damage to the Operating Assets, all risk of damage, loss, liability or injury caused by the operation thereof, and all risk of the effect that any periodic fluctuations in the amount of Discarded Materials or a modification in the size of the Franchise Area may have on the Franchisee's ability to perform the Franchise Services, including such fluctuations which may require new, additional, or different Operating Assets and/or Vehicles, or which may increase the cost, expense, or burden of transporting County Acceptable Solid Waste or Residue to the Designated Disposal Facility.
(B) Vehicle and Equipment Identification. The Franchisee's name, phone number, and vehicle or equipment number shall be visibly displayed in letters not less than three (3) inches in height on both sides of its Vehicles or other collection equipment used by the Franchisee. No other signs, advertisements, or markings shall be placed on the Vehicles or other collection equipment [excepting Multi -Family Containers under Section 4.3(D)] without the prior approval of the Director, except signs or markings relative to use of such equipment including traffic safety signs or markings or instructions regarding filling or placement of collection Bins.
(C) Vehicle Specifications, Maintenance, and Appearance. All Vehicles shall be properly registered with the Department of Motor Vehicles of the State of California, shall be of a type approved by the Director, shall be kept clean and in good repair, and shall be continuously maintained in a watertight condition, in accordance with current industry standards. Vehicles used to collect or transport Discarded Materials shall comply in all respects with Title 4 Division 3 of OCCO and all other requirements of applicable law and be kept covered at all times except when such material is actually being loaded or unloaded, or when the Vehicles are moving along a collection route in the course of collection. All Vehicles shall carry a broom, shovel, and operable fire extinguisher. All collection Vehicles shall be washed at least once every seven (7) days and cleaned and painted as required, to maintain a like - new appearance. All Vehicles must be made available for inspection upon reasonable notice by the Director. In addition, the Franchisee shall meet all requirements of the Biannual Inspection Terminal (BIT) Program and shall provide the results of the BIT Program to the Director within ten (10) days of receipt. (D) Vehicle Age. The average age of all vehicles shall not be greater than ten (10) years upon initiation of services. At no time during this agreement shall vehicles be older than thirteen (13) years in age.

Franchisee shall report to County annually the make, model, year, and type of fuel used for all vehicles in use within the Franchise Area covered by this Franchise Agreement. (E) Spillage. Any cover or screen shall be so constructed and used that Solid Waste shall not blow, fall, or leak out of the Vehicle. In the event of a spill, leak, or loss of Solid Waste during transit, the Franchisee shall immediately arrange for the clean-up, processing and transportation of the portion characterized as Discarded Materials to the Designated Disposal Facility at the Franchisee's sole cost and expense. Franchisee shall pay any resulting fines, assessments, penalties, or damages resulting therefrom, and shall indemnify and hold harmless the County in accordance with the procedures and to the fullest extent provided in Section 12.1 hereof.
(F) Computer System. If the Franchisee maintains records on a computer system, the Franchisee will provide the County with any reports or data required by this Franchise Agreement in an electronic format approved by the County Contract Administrator. Raw data may not be submitted as a substitute to 2021 Exclusive Franchise Agreement 58
ATTACHMENT 1 b

Attachment C
the Franchisee's obligation to provide various reports under this Franchise.

SECTION 8.2. OPERATION AND MAINTENANCE OF THE OPERATING ASSETS. The Franchisee, at its own cost and expense, shall at all times operate the Operating Assets properly and in a safe, sound, and economical manner; shall maintain, preserve, and keep the Operating Assets in good repair, working order, and condition; shall staff the Operating Assets with the appropriate number of employees consistent with good management practice; and shall make all necessary and proper repairs, replacements, and renewals, so that at all times the operation of the Operating Assets may be properly and advantageously conducted. The Franchisee shall maintain the safety of the Operating Assets at a level consistent with Applicable Law, the Insurance Requirements, and prudent solid waste management practices.

SECTION 8.3. COMPLIANCE WITH APPLICABLE LAW. The Franchisee shall comply with all Applicable Law relating to any aspect of the Franchise Services and this Franchise Agreement, shall obtain and maintain all legal entitlements required for the Operating Assets and the Franchise Services, shall comply with all valid acts, rules, regulations, orders, and directions of any Governmental Body applicable to the Operating Assets and the Franchise Services provided hereunder. The Franchisee shall keep all records indicating compliance required by the Federal Immigration and Control Act of 1986 and shall make such records available for inspection by the Director upon request.

SECTION 8.4. TAXES AND UTILITY CHARGES. The Franchisee shall pay all Taxes lawfully levied or assessed upon or in respect of the Operating Assets or the Franchise Services, or upon any part thereof or upon any revenues of the Franchisee therefrom, and shall provide and pay the cost of all Utilities necessary for the operation of the Operating Assets and the provision of the Franchise Services, when the same shall become due.

SECTION 8.5. INSURANCE ON OPERATING ASSETS. The Franchisee shall at all times during the term of this Franchise Agreement, at its own cost and expense, obtain and maintain insurance on all the Operating Assets meeting the requirements set forth in Section 9.7. If any useful part of the Operating Assets shall be lost, damaged, or destroyed, the Franchisee shall, as expeditiously as may be possible, commence and diligently prosecute the repair or replacement of the damaged property so as to restore the same to use to the extent required to perform the Franchise Services in accordance with this Franchise. 2021 Exclusive Franchise Agreement 59
ATTACHMENT 1 b

Attachment C
ARTICLE 9: GENERAL REQUIREMENTS
SECTION 9.1. PUBLIC ACCESS TO THE FRANCHISEE.
(A) Office Facilities. The Franchisee shall establish and maintain an office within the County through which the Franchisee's representatives may be contacted, unless otherwise approved by the Director.
(B) Office Hours. The Franchisee's office hours shall be at a minimum, from 8:00 a.m. to 5:00 p.m. daily, except Saturdays, Sundays, and holidays. Saturday hours shall be, at a minimum, from 8:00 a.m. to 12:00 noon for Franchisees serving commercial accounts. These hours may be altered with the approval of the Director.
(C) Availability of Representatives. A representative of the Franchisee shall be available at the Franchisee's office during office hours for personal or telephone communication with the Director and with Customers. Telephone service shall be available toll-free to all Customers. (D) Emergency Telephone Number. The Franchisee shall provide the County with an emergency telephone number for use by the Director and other County representatives outside normal business hours.

The Franchisee shall have a representative, or an answering service to contact such representative, available at the emergency telephone number during all hours other than normal office hours.

SECTION 9.2. COMPLAINTS.
(A) Complaints to Franchisee. During office hours the Franchisee shall maintain a telephone system in which complaints can be received. Franchisee shall maintain an afterhours telephone answering system satisfactory to the Director. All service complaints and billing complaints will be directed to the Franchisee. Franchisee shall notify County Contract Administrator of all complaints within three (3) days of receiving a complaint. Copies of all complaints shall be given to the Director upon request. The Franchisee shall record all complaints in a log, including date, complainant name and address, and nature and resolution of complaint. This log shall be available for inspection by the Director during the Franchisee's regular office hours. Copies thereof shall be furnished to the Director upon request. The Franchisee shall use reasonable best efforts to attempt to contact the Customer and resolve all complaints. (B) Franchisee Database of Complaints. The Franchisee agrees to maintain a computer database log of all oral and written complaints received by Franchisee from Customers or other Persons. Franchisee shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of all Customer complaints. Franchisee agrees to document and maintain for a period of at least twenty-four (24) months on a form or log all Complaints register by Customers and Person, in accordance with this Section and Appendix 6. Franchisee shall record complaints received related to SB 1383 Regulatory non-compliance in its log in a manner further described in Section 9.2(B)(1) below. (1) SB 1383 Regulatory Non -Compliance Complaints. For complaints received in which the Person alleges that an entity is in violation of SB 1383 Regulations, Franchisee shall document the information listed in Appendix 6. Franchisee shall provide this information in a brief complaint report to the County for each SB 1383 Regulatory non-compliance complaint within three (3) days of receipt of such complaint, and a monthly summary report of SB 1383 Regularity non-compliance complaints in accordance with Appendix 6.
(2) Investigations. Franchisee shall commence an investigation, within ninety (90) days of receiving a complaint in the following circumstances: 1) upon Franchisee receipt of a complaint that entity may not be compliant with SB 1383 Regulations and if County determines that the allegations against the entity, if true, would constitute a violation of SB 1383 Regulations; and, 2) upon County 2021 Exclusive Franchise Agreement 60
ATTACHMENT 1 b

Attachment C
request to investigate a complaint received by County, in which County determines that the allegations against the entity, if true, would constitute a violation of SB 1383 Regulations. Franchisee is required to investigate complaints against Customers and Generators, but not against Food recovery Organizations, Food Recovery Services, and other entities regulated by SB 1383 Regulations.

Franchisee shall investigate the complaint using one or more of the methods:
(a) Reviewing the Service Level of the entity that may not be compliant with SB 1383 Regulations;
(b) Reviewing the waiver list to determine if the entity has a valid waiver; (c) Reviewing the Self -Haul registration list to determine if the entity has registered and reviewing the entity reported Self -Haul information; (d) Determining if the entity is located in a Low -Population Area and/or High - Elevation Area;
and/or
(e) Inspecting Premises of the entity identified by the complainant, if warranted; (f) Contacting the entity to gather more information if warranted. (3) Reporting. Within seven (7) days of completing an investigation of an SB 1383 Regulatory non-compliance complaint, Franchisee shall submit an investigation complain report that documents the investigation performed and recommendations to County on whether or not the entity investigated is in violation of SB 1383 Regulations based on the Franchisee's investigation. The County shall make a final determination of the allegations against the entity. (C) Required Response to Complaints. The Franchisee, within twenty-four (24) hours of its receipt of notice from a Customer or the Director of a failure to provide Solid Waste collection services as required by the terms of this Franchise, shall collect such Discarded Material, provided such Discarded Material meets the requirement of Article 4 hereof, and is in Containers or is otherwise contained in a manner suitable for pickup by the Franchisee's usual collection method and has been placed in the Designated Collection Location.

SECTION 9.3. LIQUIDATED DAMAGES.
(A) General. County finds, Franchisee agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by County as a result of a breach by Franchisee of certain specific obligations under this Agreement. 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 cannot be measured in precise monetary terms; (iii) that the services that are the subject of this Agreement might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such specific breaches, and other remedies are, at best, a means to determine future correction and not remedies which make the public whole for past breaches. (B) Service Performance Standards/Liauidated Damages for Failure to Meet Standards. The parties 2021 Exclusive Franchise Agreement 61
ATTACHMENT 1 b

Attachment C
further acknowledge that consistent, reliable Solid Waste Handling Service is of utmost importance to County and that County has considered and relied on Franchisee's representations as to its quality of service commitment in entering 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 Franchisee fails to achieve the performance standards, or fails to submit required documents in a timely manner, County and its residents will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages which County will suffer. Therefore, without prejudice to County's right to treat such breaches as an Event of Default under Article 11.1, the Parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages for such specific breaches, considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. In signing this Amendment, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Amendment was made.

Franchisee agrees to pay (as liquidated damages and not as a penalty) the amounts set below:
(1) Excessive Complaints: When Franchisee or the Director receives verified complaints from more than one-half of one percent (0.5%) of its Customer base within a six (6) month period, Franchisee will be assessed $250.00 per complaint per occurrence; and an additional $250.00 each 24 hours until each complaint is resolved. For purposes of this Section, "complaints" shall mean Customer notifications to the Franchisee or the Director of missed pick-ups, property damage, missed commitments, employee misconduct or poor quality of service (e.g., litter on property or public right-of-way or misplacement of Containers).
(2) Failure to Perform Route Reviews and Contamination Monitoring Requirements: For each failure to conduct Route Audits and Contamination Monitoring in accordance with Section 5.6 and Section 7.7 of this Agreement: $150 per audit per day. (3) Failure to Comply with Container Color Requirements as Required by SB 1383. For each occurrence of Franchisee's failure to comply with Container color requirements pursuant to Appendix 1-C of this Agreement: 1St Violation: $50 per occurrence, 2nd Violation: $100 per occurrence, 3" and subsequent Violations: $250 per occurrence. (4) Failure to Perform Public Education and Outreach. For each failure to perform any individual education and outreach activity as required and, in the timeframe, specified by Section

7.4.: 1St Violation: $50 per occurrence, 2" Violation: $100 per occurrence, 3" and subsequent Violations: $250 per occurrence.
(5) Failure to Conduct Compliance Tasks. For each failure to conduct any compliance review, Discarded Materials evaluations pursuant to Section 7.7: 1' Violation: $50 per occurrence, 2' Violation: $100 per occurrence, 3rd and subsequent Violations: $250 per occurrence. (6) Failure to Issue Contamination Notices. For each failure of Franchisee Collection personnel to issue contamination notices and contaminating Processing fee notices and maintain documentation of issuance as required by Section 5.6 of this Agreement: 1st Violation: $50 per route per day, 2nd Violation: $100 per route per day, 3' and subsequent Violations: $250 per route per day. (7) Failure to Provide Recyclable Material and Organic Material Collection Services to 2021 Exclusive Franchise Agreement 62
ATTACHMENT 1 b

Attachment C
every Customer. For each occurrence of failing to provide Customers with a three -Container system, including Recyclable Material and Organic Materials, required by and compliant with Article 4: $500 per Customer. Exceptions noted below.
(8) Failure to Meet Facility Standards per Appendix 1-E: $1,000.00 per occurrence. (9) Use of Unauthorized Facilities. For each individual occurrence of delivering Discarded Materials to a Facility other than an Approved Facility(ies) for each Discarded Material type under this Agreement: 1st Violation: $50 per ton per occurrence, 2nd Violation: $100 per ton per occurrence, 3rd and subsequent Violations: $250 per ton per occurrence. (10) Failure to remit the County fees or file the required reports in an accurate and complete manner by the fifth (5th) working day following the due date of such fees or reports:
$500.00 per occurrence.
(11) Franchisee operating hours not authorized by the County: $1,000.00 per occurrence. (12) Failure to maintain records required by Franchise: $1,000.00 per occurrence. (13) Failure to meet all the requirements of the BIT Program, or failure to provide results of such BIT Program to the Director within ten (10) days of receipt of request: $1,000.00 per occurrence.
(14) In addition to the termination remedies available to the County hereunder, Franchisee shall be liable for liquidated damages for each day it operates in violation of the provisions of Section

9.6 regarding Insurance Coverage: $1,000.00 per day.
(15) Increases in liquidated damages when Franchisee has violated requirements for a particular service indicator more than fifteen (15) times: 125% of original amount of liquidated damages.
(16) Submissions to County: Any report shall be considered late until such time as a correct and complete report is received by County. For each calendar day that a report is late, the daily liquidated damage amount shall be:
a) Monthly Reports: $500.00 per day
b) Quarterly Reports: $1,000.00 per day
c) Annual Reports: $2,000.00 per day
(17) For each calendar day that the Diversion Fee (if due, per Section 7.3), accompanied by supporting tonnage and Gross Receipts documentation, is late, the daily liquidated damage amount shall be: $250.00 per day
(18) Cooperation with Service Provider Transition
a) For each day that routing information requested by County is received after County -established due dates, both for preparation of a request for proposals and for new service provider's implementation of service: $1,000.00 per day 2021 Exclusive Franchise Agreement 63
ATTACHMENT 1 b

Attachment C
b) For each day that delivery of keys, access codes, remote controls, or other means of access to Solid Waste Containers is delayed beyond one (1) day prior to new service provider servicing Customers with access issues: $1,000.00 per day.

County may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees or representatives or investigation of Customer complaints.

Prior to assessing liquidated damages, County shall give Franchisee notice of its intention to do so. The notice shall include a brief description of the incident(s)/non-performance.

Franchisee may review (and make copies at its own expense) all information in the possession of County relating to incident(s)/non-performance. Franchisee may, within ten (10) days after receiving the notice, request a meeting with County. Franchisee may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. County, by and through the Director of OC Waste & Recycling, shall provide Franchisee with a written explanation of its determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages. The decision of the Director of OC Waste & Recycling shall be final. (19) Amount: County may assess liquidated damages for each calendar day or event, as provided in this Agreemeent, that Franchisee is determined to be liable in accordance with this Franchise.
(20) Timing of Payment: Franchisee shall pay any liquidated damages assessed by County within ten (10) days after they are assessed. If they are not paid within the ten (10) day period, County may proceed against the performance bond required by the Agreement or find Franchisee in default and terminate this Agreement.

Any such liquidated damages shall be paid directly to the County and may not be included by the Franchisee as justification for an upward adjustment in the Rate schedule or offset against any fees.

County shall not assess Liquidated Damages for Section 9.3(B)(7) under the following circumstances:
(1) County has granted the Customer a waiver.
(2) Franchisee documents that the Customer is compliant with 14 CCR Division 7, Chapter 12, Article 7.
(3) Franchisee documents to the County that the Customer is being provided Recyclable Material and/or Organic Material Collection services from a County -permitted, or non -exclusively franchised recycler or Discarded Materials service provider. (4) Franchisee documents that Customer is sharing Recyclable materials and/or Organic Materials Collection Services with another Customer in a manner approved by the County. (5) The County has failed to adopt a mandatory Recycling ordinance.

SECTION 9.4. ACCOUNTING AND RECORDS.
(A) Maintenance and Audit of Records. The Franchisee shall maintain in its principal office in the County full and complete financial statements and accounting records that include the cash receipts from 2021 Exclusive Franchise Agreement 64
ATTACHMENT 1 b

Attachment C
and the cost of doing business in the Franchise Area including, but not limited to, cash, billing, and disposal transactions for the Franchise Area. The gross receipts derived from the Franchise Services under this Franchise, whether such services are performed by the Franchisee or by a Subcontractor, shall be recorded as revenues in the accounts of the Franchisee. The County shall be entitled to inspect and audit all records at any reasonable time at the Franchisee's principal Orange County office. The following records of Franchisee shall be subject to audit: cash receipts, billing and disposal transactions for the Franchise Area and any other records of Franchisee that are relevant to the costs incurred by Franchisee. All statements are to be prepared in accordance with generally accepted accounting principles. Franchisee shall be responsible for all expenses associated with conducting this audit.

In the event that a Special Circumstance rate adjustment is requested, all records supporting and relating to the requested adjustment shall be subject to audit in accordance with generally accepted auditing standards, and inspection, for the primary purpose of reviewing changes in costs to the Franchisee attributable to the Special Circumstance request, at any reasonable time by an independent third Party.

Franchisee recognizes the County of Orange Auditor -Controller as an independent third Party for purposes of conducting this audit. The Parties may agree to selection of the County of Orange Auditor -Controller if sufficient staff resources are available. The selection of the independent third Party as well as the scope of work for such audit shall be approved in advance by the Director. The independent auditor shall provide any and all drafts of its audit to the County and the Franchisee. The Party requesting the Special Circumstance rate review shall bear the cost of the audit.

The Franchisee shall maintain and preserve all cash, billing, and disposal records for at least five (5) years following the term of this Franchise. Any deviation from this subsection will require the written approval of the Director and may require approval by the Board of Supervisors. (B) Confidentiality. The County agrees to hold financial statements delivered pursuant to this Section as confidential and shall not disclose the same unless and to the extent disclosure is required pursuant to Applicable Law. Franchisee is aware that the County is subject to the provisions of the California Public Records Act and that the application of such act may require disclosure of certain documentation provided by Franchisee to the County. County shall have no liability for complying with the California Public Records Act.

SECTION 9.5. RULES AND REGULATIONS OF DIRECTOR. The Director shall have the power to establish rules and regulations relating to the accumulation, collection, processing, and disposal of Franchise Solid Waste consistent and/or in accordance with the County Code, in addition, and in no way limiting the Director's authority under OCCO, the Director may provide such additional rules and regulations as are found to be reasonably necessary by the Director for enforcement of the provisions of this Franchise, or any and all Applicable Laws, and for the preservation of the public health, safety, and general welfare. The Franchisee agrees to comply with any and all such rules and regulations, subject to the provisions of this Franchise relating to adjustments in the rate schedule as a result of Changes in Law.

SECTION 9.6. PERSONNEL AND SUBCONTRACTORS.
(A) Employment Practices. The Franchisee shall at all times maintain and follow employment practices in accordance with all applicable state and federal laws and regulations, and shall indemnify the County for any Legal Proceeding relating to its noncompliance with such laws or regulations. (B) Non -Discrimination. In the performance of the terms of this Franchise, the Franchisee agrees that it will not engage in nor permit such Subcontractors as it may employ to engage in discrimination against any employee or applicant for employment on the basis of race, sex, color, religion, ancestry, national origin, marital status, age or as a qualified individual with a disability. This prohibition shall pertain to employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination; 2021 Exclusive Franchise Agreement 65
ATTACHMENT 1 b

Attachment C
rates of pay and other forms of compensation; selection for training, including apprenticeship; and any other action or inaction pertaining to employment matters (C) Personnel. The Franchisee shall employ personnel sufficient in number, training, experience, and capability to ensure that the Franchise Services are properly carried out. The franchisee shall provide routine safety training to its employees, in compliance with OSHA, all applicable laws and its safety and training plan. The safety and training plan would include but not be limited to: general safety, alcohol and drug-free workplace, fire safety, driver training, accident prevention, personal protective equipment, solid resource collection safety, Illness and Injury Prevention Program, workplace free from sexual harassment, and workplace free from violence.
(D) Driver Qualification. All drivers shall be trained and qualified in the operation of Collection vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles.
(E) Safety Training. Franchisee shall provide suitable operational and safety training for all of its employees in compliance with Cal/OSHA, all applicable laws and its own safety program. The safety training shall include but not be limited to: general industry safety, alcohol and drug-free workplace, fire safety, driver training, accident prevention, personal protective equipment, solid resource collection safety, Illness and Injury Prevention Program, workplace free from sexual harassment, and workplace free from violence.

Franchisee employees who utilize or operate vehicles or equipment for Collection of Solid Waste who are otherwise directly involved in such Collection shall be properly trained in such tasks. Records of such training history shall be maintained and made available for review by the Director. (F) Staff Training. Annually, and upon hiring of new staff, the Franchisee is required to conduct thorough training of all Customer service representatives who may respond to Generator calls regarding Franchisee's Collection services and SB 1383 Regulatory requirements. Customer service representatives shall accurately communicate program requirements and the accepted and prohibited materials for each material stream for each Customer type. New Customer service representatives shall not be assigned to the County prior to completing SB 1383 Regulations training. The County reserves the right to require changes to the call routing process and the training and qualifications for Customer service representatives assigned to the County if a pattern of inaccurate information provision is observed.

Annually, and upon hiring of new staff, Franchisee shall conduct thorough training of all Hauler Route personnel that come into contact with Generators on the Collection program requirements and the accepted and prohibited materials for each material stream for each Customer type. (G) Emnlovee Conduct. Franchisee shall use its best efforts to ensure that all employees present have a neat appearance and conduct themselves in a courteous manner in their dealings with customers and the general public.
(H) Oneration. Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and local ordinances. Franchisee shall not load vehicles in excess of the manufacturer's recommendations or limitations imposed by State or local weight restrictions on vehicles. (I) Equipment. The franchisee shall utilize modern semi -automated equipment, clean, painted, and in a state of good repair with the Company's name and telephone number clearly visible from the outside of the vehicle or equipment. All collection vehicles, including tractor trailers that carry roll -off Containers, shall 2021 Exclusive Franchise Agreement 66
ATTACHMENT 1 b

Attachment C
be in compliance with the SCAQMD Fleet Rule 1193. All solid resources collection vehicles shall be equipped with on -board technology (software and hardware) capable of monitoring and recording data, vehicle dynamics monitoring, lift monitoring, photo and video, and engine performance monitoring systems.

On -board technology shall capture at minimum, fuel consumption, idle time, unsafe driving practices, safety inspections, vehicle maintenance, engine emissions, and container lifts. This data shall be communicated from the truck in real-time and maintained by the haulers. The data must be accessible transferred to the County in an acceptable format and in real-time. Franchisee's collection vehicles and equipment shall be maintained in compliance with the manufacturer's specifications, and all applicable laws and regulations. (J) Subcontractors. The Franchisee shall not utilize any Affiliates or Subcontractors for the performance of the Franchise Services except with the prior written consent of the Director, which may be withheld or delayed if the Director determines that such consent is not in the best interest of the public health, safety, or general welfare. In the event that approved Subcontractors are utilized, the Franchisee shall provide the County with direct access to a designated representative from the Subcontractor, such designation not to be changed without prior approval of the Director, except in cases of termination of the employee. The Parties acknowledge the County's approval of a Subcontractor and any direct contact with any Subcontractors in no way eliminates the Franchisees responsibility to fulfill all obligations under this Franchise Agreement.

SECTION 9.7. INSURANCE REQUIREMENTS. Prior to the provision of services under this Franchise Agreement, the Franchisee agrees to purchase all required insurance at Franchisee's expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Franchise Agreement have been complied with. Franchisee agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Franchise Agreement.

In addition, all subcontractors performing work on behalf of Franchisee pursuant to this Franchise Agreement shall obtain insurance subject to the same terms and conditions as set forth herein for Franchisee.

Franchisee shall ensure that all subcontractors performing work on behalf of Franchisee pursuant to this Franchise Agreement shall be covered under Franchisee's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Franchisee. Franchisee shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Franchisee under this Franchise Agreement. It is the obligation of Franchisee to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Franchisee through the entirety of this Franchise Agreement for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County's Risk Manager, or designee, upon review of Franchisee's current audited financial report. If Franchisee's SIR is approved, Franchisee, in addition to, and without limitation of, any other indemnity provision(s) in this Franchise Agreement, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Franchisee's, its agents, employee's or subcontractor's performance of this Franchise Agreement, Franchisee shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and
2) Franchisee's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
2021 Exclusive Franchise Agreement 67
ATTACHMENT 1 b

Attachment C
3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Franchisee's SIR provision shall be interpreted as though the Franchisee was an insurer and the County was the insured.

If the Franchisee fails to maintain insurance acceptable to the County for the full term of this Franchise Agreement, the County may terminate this Franchise Agreement.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A -/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Franchisee shall provide the minimum limits and coverage as set forth below:

Coverage Minimum Limits
Commercial General Liability $5,000,000 per occurrence
$5,000,000 aggregate
Automobile Liability including coverage $10,000,000 per occurrence for owned, non -owned and hired vehicles
Workers Compensation Statutory
Employers Liability Insurance $1,000,000 per occurrence Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN AGREEMENT.
2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Franchisee's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 2021 Exclusive Franchise Agreement 68
ATTACHMENT 1 b

Attachment C
The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN FRANCHISE AGREEMENT.

All insurance policies required by this Franchise Agreement shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

Franchisee shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Franchise Agreement, upon which the County may suspend or terminate this Franchise Agreement.

The Commercial General Liability policy shall contain a severability of interests clause also known as a "separation of insureds" clause (standard in the ISO CG 0001 policy).

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Franchisee fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

County expressly retains the right to require Franchisee to increase or decrease insurance of any of the above insurance types throughout the term of this Franchise Agreement. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Franchisee in writing of changes in the insurance requirements. If Franchisee does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this Franchise Agreement may be in breach without further notice to Franchisee, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Franchisee's liability hereunder nor to fulfill the indemnification provisions and requirements of this Franchise Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer.

SECTION 9.8. PERFORMANCE ASSURANCES. The Franchisee shall obtain Performance Assurances in the minimum amount of $500,000 or an amount equal to 20% of the Gross Revenue (whichever is greater) for the specific Franchise Area. Franchisee agrees to deliver such Performance Assurances to the County within thirty (30) days after the Franchise Date. Such Performance Assurances shall permit the County to draw upon them or otherwise exercise its rights thereunder in the event that the Franchisee fails to perform its obligations hereunder and fails to pay any liquidated damages required to be paid as a result of such non-performance. The Performance Assurances shall serve to secure the performance of the Franchise Services, and the amount thereof shall in no way limit the damages which may be payable hereunder upon any breach hereof by the Franchisee.

The Performance Assurances shall take one of the forms set out below and shall guarantee Franchisees full and faithful performance of all the terms, covenants, and conditions of this Franchise:

Cash: The Performance Assurance amount will be deposited with and held in an interest-bearing trust account (which may be commingled with other monies of OC Waste & Recycling) by the Orange County Treasurer. 2021 Exclusive Franchise Agreement 69
ATTACHMENT 1 b

Attachment C
The Performance Assurance may be invested in the Orange County Investment Pool or other investment(s) as determined by the Orange County Treasurer in accordance with California law and the County's Investment Policy Statement (as it may be amended from time to time).

Irrevocable Letter of Credit (LOC): An irrevocable letter of credit, from a financial institution and in a form acceptable to the Director, may be delivered to the County in the required amount of the Performance Assurance. The LOC must permit the Director to draw on the LOC, in whole or in part. The LOC must not be revocable by the Franchisee and, if the LOC has an expiration date, the fmancial institution issuing the LOC must notify the County no later than sixty (60) days prior to the LOC expiration date. If Franchisee fails to extend the LOC at least thirty (30) days prior to its expiration date, or provide the Performance Assurance as otherwise permitted herein, Franchisee will be in material breach of this Franchise.

Surety Bond: A surety bond (Surety), issued by a surety company with a minimum insurance rating of A - (Secure Best's Rating) and VIII (Financial Size Category), as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com, and authorized to write in California by the Department of the Treasury, and must be listed on the most current edition of the Department of Treasury's Listing of Approved Securities, in a form acceptable to the Director may be delivered to the County in the required amount of the Performance Assurance. The Surety must permit the Director to draw on the Surety, in whole or in part. The Surety must not be revocable by the Franchisee and, if the Surety has an expiration date, the surety company issuing the Surety must notify the County no later than sixty (60) days prior to the Surety expiration date. If Franchisee fails to extend the Surety at least thirty (30) days prior to its expiration date or provide the Performance Assurance as otherwise permitted herein, Franchisee will be in material breach of this Franchise.

The Performance Assurance shall only be drawn to the extent permitted herein and may not be drawn by the County for any other reason. Franchisee shall have no ability to withdraw any monies, terminate or lower the amount of a LOC or terminate or lower the amount of a Surety from the Security Deposit during the term of this Franchise or following termination until any and all amounts due to the County are paid.

Franchisee shall deposit with the County additional monies or increase the stated amount of a LOC or Surety for the Security Deposit in the event: a) the Security Deposit is drawn upon by County as permitted herein, or b) the Director determines, based upon deferred payment fees for the previous three (3) month period, that the Security Deposit should be increased. Franchisee shall deposit additional monies or increase the stated amount of the LOC or Surety for the Security Deposit within ten (10) days of written notice by the County.

Regardless of the form in which Franchisee elects to make said Performance Assurances, all or any portion of the principal sum shall be available unconditionally to the Director for correcting any default or breach of this Franchise by Franchisee, its successors or assigns, or for payment of expenses, fees, charges or liquidated damages payable to the County as a result of the failure of Franchisee, its successors or assigns, to faithfully perform all terms, covenants, and conditions of this Franchise.

In the event that the Director withdraws any or all of the Performance Assurances as provided herein, Franchisee shall, within ten (10) days of any withdrawal by the Director, replenish the Performance Assurances to maintain it at amounts herein required. Failure to do so shall be deemed a material default and shall be grounds for immediate termination of this Franchise.

SECTION 9.9. ANNUAL SUSTAINABILITY ACTION REPORT. OC Waste & Recycling is committed to reducing its impact on the local and global environment by promoting and implementing sustainable business practices. The department is adopting measures both in business practices and waste management operations to minimize the potential environmental impacts and use resources as effectively 2021 Exclusive Franchise Agreement 70
ATTACHMENT 1 b

Attachment C
as possible. In support of this, Franchisee is required to submit and annually update a Sustainability Action Report that demonstrates what measures the company is taking to control its impact on the environmental and to contribute to a sustainable work operation. The report will document the company's effect related to:

1. Waste reduction, reuse and recycling, and

2. Corporate business practices
The report will cite target goals, progress made towards accomplishing those goals and recommendations for short-term and long-term actions that will lessen the Franchisee's impact on the environment.

The plan may include regional information and activities, but must provide direct statistical information about activities and accomplishments being made on a local level within the Franchise Area. The reports will be submitted to the Department Contract Coordinator and may be included in the department's annual reports on sustainability.
2021 Exclusive Franchise Agreement 71
ATTACHMENT 1 b

Attachment C
ARTICLE 10: RATES AND RATE REVIEW PROCESS
SECTION 10.1. FRANCHISEE TO COLLECT RATES.
(A) Generally. The Franchisee shall perform the responsibilities and duties described in this Franchise in consideration of the right to charge and collect amounts from Generators of Discarded Materials for collection, processing, and disposal services rendered, at rates ("Rates") fixed by the County.

The Franchisee will not look to the County for payment of any sums due under this Franchise. (B) Billing. The Franchisee shall render a statement ("Billing Statement") to each Customer by the fifteenth (15th) day of the month or quarterly, which Billing Statement shall set forth a calculation of the applicable Rates for the month/quarter in which the Billing Statement is rendered. Such Rates shall not be past due to the Franchisee until thirty (30) days after the date of the Billing Statement. The Franchisee shall be responsible for determining and maintaining the Customer name, service address, billing address and all other pertinent Customer account data.
(C) Bill Records. Franchisee shall maintain copies of all billings and receipts, each in chronological order, for the Term of this Agreement, for inspection and verification by the County Contract Administrator at any reasonable time, but in no case more than thirty (30) calendar days after receiving a request to do so. (D) Delinquent Accounts. The Franchisee shall be responsible for collecting all Rates due and payable to it under this Franchise. The Franchisee shall be responsible for implementing its own collection methods, provided that whatever steps are taken in regard to delinquent accounts comply at a minimum with the following:
(1) The Franchisee shall notify the Customer in writing if the bill is fifteen (15) or more days overdue and contact the Customer to advise that service will be terminated no sooner than forty- five (45) days after the due date on the initial Billing Statement. (2) The Franchisee will remove the Solid Waste Containers within two (2) weeks from the date that service is terminated.
(3) The Franchisee will impose a charge in an amount no greater than $45.00 per Container for Commercial Premises and Multi -Family Dwelling Customers and no greater than $25.00 for Single -Family Dwelling Customers to return the Container(s) after they have been removed by reason of a terminated account.
(4) The Franchisee may refer the delinquent account to a collection agency or seek legal remedies.

The County reserves the right to direct the Franchisee not to proceed or to modify these procedures. The County shall not have any obligation to reimburse the Franchisee for delinquent accounts. (E) Universal Enrollment Process. Franchisee shall assist the County in ensuring that the enrollment of Generators occurs in a timely and efficient manner County and Franchisee shall cooperatively develop and agree to a process no later than January 1, 2022. In accordance with Appendix 6, Record Keeping and Reporting, Franchisee shall maintain records and provide reports necessary for the County to verify the enrollment of Generators.

At least two (2) times per year, Franchisee shall reconcile and confirm universal enrollment of Generators by comparing its Customer list to parcel information and calculating the percentage of total Generators enrolled in County's Collection program. As part of this analysis, Franchisee shall provide the County with a summary of any discrepancies found between the Customer list and parcel information, including the 2021 Exclusive Franchise Agreement 72
ATTACHMENT 1 b

Attachment C
names and addresses of all Generators that were found to be the subject of a discrepancy. Franchisee shall also provide a list of Generators that are not enrolled in the County's Collection program due to Generator's choice to Self -Haul materials, including the name, address, and type of waiver or Self -Haul status for each Generator. In accordance with Appendix 6, Record Keeping and Reporting, Franchisee shall maintain records and provide reports on the Generators' Service Level and list of non -enrolled Generators, and other information necessary for the County to verify the universal enrollment of Generators.

SECTION 10.2. RATES.
(A) Rate Adiustment. On each July 1 during the term hereof, commencing July 1, 2022, the Rates shall be adjusted annually using the Consumer Price Index Category: Waste and Sewer and Trash Collection Services in U.S. City Average (CUSR0000SEHG) as published by the United States Department of Labor, Bureau of Labor Statistics. If this index becomes unavailable, a similar, mutually agreed upon Index shall be used in its place. The first yearly rate adjustment will take effect July 1, 2022. OC Waste & Recycling will provide to the Hauler the amount of the Rate increase by May 1 of each year. The increase will be calculated by taking the average of the monthly difference in CPI in the previous calendar year compared to the prior year. An example is shown in Appendix 3-A. No CPI adjustment shall be greater than four percent (4%). Should the annual CPI adjustment exceed four percent (4%) in any given year, then the excess of any such adjustment shall be deferred and applied in the following year, and every year thereafter, as needed, to the Rates and the then -applicable Rates, which shall be adjusted accordingly until Franchisee is fully compensated for the amount deffered. In the event that the average of the monthly difference in CPI in the previous calendar year compater to the prior year is less than zero (0) in any given year, then the negative amount of the CPI adjustment will be deferred to the following year, and every year thereafter, as needed, to the Rates and the then -applicable Rates, which shall be adjusted accordingly. (B) Charges for Snecial Services. In addition to the revenues authorized by the Rates in Appendix 2-A through 2-B, the Franchisee may charge and receive fees for performing Special Services for which Rates are not set by Appendix 2-C. Rates shall be negotiated and agreed upon in separate contracts between the Franchisee and each Customer requesting such Special Services. Negotiated Special Services rates are subject to approval by the Director.
(C) Senior Citizen Discount. Franchisee agrees to reduce residential monthly collection fees by ten percent (10%) for Senior Citizen residents. The following criteria must be met in order for the resident to receive the discount: (1) must be 65 years of age or older, (2) must provide proof of being the head of household, and (3) must agree to reduce cart size to 35 gallon capacity for all cart types. No reduction in number of carts will be allowed, unless requested by the customer. Up to one (1) time per year, Franchisee may request verification of Senior Citizen Discount eligibility. Franchisee shall notify residents of the available discount a minimum of twice a year. Notifications shall be six (6) months apart. Notice of the discount shall be sent out with normal billing.
(D) Low Income Discount. Franchisee agrees to reduce monthly residential collection fees by ten percent (10%) for low income residents. The following criteria must be met in order for the resident to receive the discount: (1) Must provide proof of low income by being enrolled in "California Lifeline" telephone program or CARE/FERA program, or by submitting a copy of a utility bill showing a Low Income Discount, (2) Name on utility bill or other low income program must be head of household. The Low- Income Discount only applies to Single- Family Dwellings using the standard three cart Collection system. Up to one (1) time per year, Franchisee may request verification of Low- Income Discount eligibility. Franchisee shall notify residents of the available discount a minimum of twice a year.

Notifications shall be six (6) months apart. Notice of the discount shall be sent out with normal billing.

SECTION 10.3. SPECIAL CIRCUMSTANCE RATE REVIEW. At its option, the Franchisee may request a Special Circumstance Rate review should an event or circumstance arise which negatively 2021 Exclusive Franchise Agreement 73
ATTACHMENT 1 b

Attachment C
impacts the economics of operating pursuant to this Franchise, and which is in excess of the Rate adjustment provided in Appendix 3-A. The County may also initiate a Special Circumstance Rate review at its option. A Rate adjustment due to Special Circumstances may be approved at the option of the Board of Supervisors if:
(A) It is necessary for the Franchisee to make a substantial change in its operation, or substantial capital investment in order to perform its obligations under this Franchise, or (B) Changes to operations or Approved Facilities that are mandated by the County, or (C) Changes in law, regulations, taxes or Designated Disposal Facilities occur which affect the Franchisee's expenses, or
(D) Fees are levied or imposed by the County or any state or federal agency in excess of amounts charged for such fees on the date of this Franchise.

If the Franchisee experiences a substantial increase or decrease in the size of the Franchise Area as set forth in Appendix 1-A and 1-B, and the Franchisee believes that such increase or decrease represents an economic hardship, the Franchisee may request a Special Circumstance rate review, but in no event before four (4) years from the Franchise Date.

All pertinent information must be submitted to the Director for review and subsequent consideration by the Board of Supervisors. All costs of a Special Circumstance Rate review shall be borne by the Party requesting such review. The continuing existence of a Special Circumstance, which has previously been determined to justify a Special Circumstance rate adjustment, shall be reviewed annually.

SECTION 10.4. PUBLICATION OF RATES. The Franchisee shall provide written notice to Customers of all current Rates and any proposed Rate changes. Such written notice shall be delivered to all Customers as part of the next quarterly or monthly billing statement that Franchisee sends to its Customers.
2021 Exclusive Franchise Agreement 74
ATTACHMENT 1 b

Attachment C
ARTICLE 11: DEFAULT, REMEDIES AND TERMINATION
SECTION 11.1. DEFAULT AND REMEDIES.
(A) Events of Default. Each of the following shall constitute an Event of Default:
(1) Any transaction not complying with the requirements of Section 3.4 hereof. (2) The failure by the Franchisee for any reason to deliver to the Designated Disposal Facility, on a consecutive or cumulative basis through the term of this Franchise, Solid Waste in an amount equal to 5 tons (based on collections in the first full Franchise Year) of Acceptable Solid Waste collected by the Franchisee.
(3) The failure of Franchisee to timely make any payment to the County or maintain all insurance coverage as required in this Franchise.
(4) The failure of Franchisee, except as may be excused by Uncontrollable Circumstances, to make at least 99.95% of the scheduled collections of Discarded Materials from Residential Premises and Commercial Premises in any Franchise Year. (5) Failure or refusal of the Franchisee to perform any term, covenant, obligation or condition in this Franchise, other than a failure or refusal described in items (1), (2), (3) or (4) above, except that no such failure or refusal shall give the County the right to terminate this Franchise under this Section unless:
(a) The Director provides written notice to the Franchisee, describing the specific failure or refusal to perform, which will result in termination of this Franchise unless such default is corrected within fifteen (15) days, and
(b) The Franchisee has neither challenged in an appropriate forum the Director's conclusion that such failure or refusal to perform has occurred nor corrected or diligently taken steps (in the opinion of the Director) to correct such default within such fifteen (15) day period from receipt of the notice given pursuant to clause (a) of this subsection (but if the Franchisee shall have diligently taken steps to correct such default within a reasonable period of time, the same shall not constitute an Event of Default for as long as the Franchisee continues to take such steps to correct such default). (6) The written admission by the Franchisee that it is bankrupt, or the filing by the Franchisee of a voluntary petition under the Federal Bankruptcy Code, or the consent by the Franchisee to the appointment by a court of a receiver or trustee for all or a substantial portion of its property or business, or the making by the Franchisee of any arrangement with or for the benefit of its creditors involving an assignment to a trustee, receiver or similar fiduciary, regardless of how designated, of all or a substantial portion of the Franchisee's property or business. (7) The final adjudication of the Franchisee as bankrupt after the filing of an involuntary petition under the Bankruptcy Act, however, no such adjudication shall be regarded as final unless and until the same is no longer being contested by the Franchisee nor until the order of the adjudication is no longer appealable.
(8) The failure of Franchisee to provide or maintain the Performance Assurances required pursuant to Section 9.8 hereof, without any requirement of notice or cure opportunity. (9) Any occurrence of an event considered to be an Event of Default under the Waste 2021 Exclusive Franchise Agreement 75
ATTACHMENT 1 b

Attachment C
Disposal Agreement.
(10) Failure to Provide Processing Capacity. Franchisee fails to provide adequate Processing capacity in accordance with Appendix 1-E, which is essential for the County to achieve SB 1383 compliance.
(11) Failure to Achieve Processing Standards. Franchisee fails to achieve the Processing standards specified in Appendix 1-E, including achievement of minimum Organic Materials recovery rates, which are essential for the County to achieve SB 1383 compliance. (12) Failure to Comply with Other Requirements of SB 1383. Franchisee fails to comply with other requirements of the Agreement including, but not limited to, public education, reporting, contamination monitoring, recordkeeping and reporting, or other obligations of this Agreement that delegate the County's responsibility and/or authority under SB 1383 to the Franchisee. (13) Failure to Implement Collection Program. Franchisee fails to implement a Collection program that complies with the requirements of Article 4, which is essential for the County to achieve compliance with SB 1383.
(B) Right to Terminate Upon Default. Upon a determination by the Director that an Event of Default has occurred, the Director may terminate this Franchise. Upon receipt of the Director's termination notice, the Franchisee shall pay to the County (1) all amounts due and payable to the County under this Franchise including but not limited to liquidated damages, and (2) an amount equal to the sum of all increased payments, damages and penalties incurred by or on behalf of the County under Applicable Law as a result of the termination of this Franchise.
(C) Countv's Remedies Cumulative: Specific Performance. The County's right to terminate this Franchise under Section 11.1 is not exclusive, and the County's termination of the Franchise shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies which the County may have, including but not limited to specific performance, liquidated damages and fees and expenses incurred by or on behalf of the County in enforcing payment or performance of the Franchisee's obligations hereunder if such non-performance results in a judicially determined Event of Default by the Franchisee.

SECTION 11.2. UNCONTROLLABLE CIRCUMSTANCES.
(A) Excuse From Performance. In the event that a Party is prevented from performing its obligations under this Franchise by an Uncontrollable Circumstance, it shall not constitute an Event of Default of this Franchise, so long as the Party in good faith has used its best efforts to perform its respective obligations.

The Party claiming an Uncontrollable Circumstance shall, within twenty-four (24) hours after such Party has notice of the Uncontrollable Circumstance, give the other Party notice of the facts constituting such Uncontrollable Circumstance and asserting its claim under this Section. Specifically, such information shall include the following:
(1) The Uncontrollable Circumstance and the cause thereof; (2) The date that the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such Party's obligations hereunder will be delayed;
(3) Estimated impact on the other obligations of such Party under this Franchise; and 2021 Exclusive Franchise Agreement 76
ATTACHMENT 1 b

Attachment C
(4) While the delay continues, the Franchisee or County shall give daily notice to the other Party updating the information previously submitted.

In the event of an Uncontrollable Circumstance, the Parties hereby waive any claim against each other for any damages sustained thereby.
(B) County's Right to Terminate. The partial or complete interruption or discontinuance of the Franchisee's services caused by one or more Uncontrollable Circumstances shall not constitute an Event of Default by the Franchisee under this Franchise. Notwithstanding the foregoing, however, if the Franchisee is excused from performing its obligations hereunder for a period in excess of fourteen (14) days because of any Uncontrollable Circumstance, the County shall nevertheless have the right, in its sole discretion, to terminate this Franchise by giving ten (10) days notice, in which case the provisions of Section 11.5 will apply.

SECTION 11.3. RIGHT TO DEMAND ASSURANCES OF PERFORMANCE. If the Director believes in good faith that the Franchisee's ability to perform under the Franchise has been placed in substantial jeopardy by one of the events enumerated below, the Director may, at their option and in addition to all other remedies the County may have, require that the Franchisee provide the Director with sufficient proof that none of the events enumerated below will impair Franchisee from performing its obligations under this Franchise:
(1) Franchisee is the subject of any labor unrest, including work stoppages or slowdown, sick- out, picketing, or other concerted job action;
(2) Franchisee appears, in the reasonable judgment of the Director, to be unable to regularly pay its bills as they become due;
(3) Franchisee is the subject of a civil or criminal judgment or order entered by any federal, state, regional, or local court or regulatory agency for violation of any environmental or criminal laws, or any matter concerning fraud, theft or corruption.

If the Franchisee fails or refuses to provide to the Director adequate information to establish its ability to perform within thirty (30) days, such failure or refusal shall be an Event of Default for purposes of Section 11.1(A).

The Franchisee shall file a statement of ownership and management at such times as may be requested by the Director, and shall verify the same as being true under penalty of perjury. Failure to comply with this paragraph within thirty (30) days from the date of Director's request shall constitute an Event of Default.

SECTION 11.4. WAIVER OF DEFENSES. To the extent permitted by law, the Franchisee acknowledges that it is solely responsible for providing the services described herein, and hereby irrevocably waives the following defenses to the payment and performance of its obligations under this Franchise: any defense based upon failure of consideration; contract of adhesion; or the existence, non-existence, occurrence or non-occurrence of any foreseen or unforeseen fact, event, or contingency that may be a basic assumption of the Franchisee with regard to any provision of this Franchise.

SECTION 113. COUNTY'S RIGHT TO PERFORM SERVICE.
(A) General. In the event that the Franchisee, for any reason whatsoever, fails, refuses, or is unable to collect, transport, Process, or Dispose of any or all Discarded Materials which it is required by this Franchise to collect and transport, at the time and in the manner provided in this Franchise, for a period of 2021 Exclusive Franchise Agreement 77
ATTACHMENT 1 b

Attachment C
more than forty-eight (48) hours, and if, as a result thereof, Discarded Materials should accumulate in the Franchise Area to such an extent, in such a manner, or for such a time that the Director should find that such accumulation endangers or menaces the public health, safety, or welfare, then the County shall have the right, but not the obligation, upon twenty-four (24) hour prior written notice to the Franchisee during the period of such emergency as determined by the County:
(1) To perform, or cause to be performed, such services itself with its own or other personnel (including but not limited to another waste hauler) without liability to the Franchisee; and/or (2) To take possession of any or all of the Franchisee's Vehicles, Containers, and other equipment used in the collection and transportation of Discarded Materials in the Franchise Area, and to use such equipment, free of charge, to collect and transport any County Discarded Materials. (3) Solid Waste generated within the Franchise Area which the Franchisee would otherwise be obligated to collect and transport pursuant to this Franchise.

Notice of the Franchisee's failure, refusal, or neglect to collect and transport Discarded Materials shall be provided in writing to the Franchisee at its principal office and shall be effective immediately.

The Franchisee further agrees that in such event:
(1) It will take direction from the County to affect the transfer of possession of equipment to the County for the County's use.
(2) It will, if the County so requests, keep in good repair and condition all of such property, provide all Vehicles with fuel, oil, and other service, and provide such other service as may be necessary to maintain said property in operational condition. (3) The County may immediately engage all or any personnel necessary or useful for the collection and transportation of Discarded Materials, including, if the County so desires, employees previously or then employed by the Franchisee. The Franchisee further agrees, if the County so requests, to furnish the County with the services of any or all management or office personnel employed by the Franchisee whose services are necessary for Discarded Material collection and transportation operations, and for the billing and collection of fees for these services.

The County agrees that it assumes complete responsibility for the proper and normal use of such equipment and facilities while in its possession.

The County's exercise of its rights under this Section: (1) does not constitute a taking of private property for which compensation must be paid; and (2) does not exempt the Franchisee from the indemnity provisions of Section 12.1, which are meant to extend to circumstances arising under this Section, provided that the Franchisee is not required to indemnify the County against claims and damages arising from the acts and omissions of County officers, employees, and agents in the operation of collection vehicles during the time the County has taken possession of such Vehicles. (B) Duration of the County's Possession. The County has no obligation to maintain possession of the Franchisee's property and/or continue its use in collecting and transporting Discarded Material for any period of time and may, at any time, in its sole discretion, relinquish possession to the Franchisee.

The County's right to retain temporary possession of the Franchisee's property, and to provide Discarded Material collection services, shall continue until the Franchisee is capable of full resumption of such services, or one -hundred eighty (180) days, whichever occurs first. 2021 Exclusive Franchise Agreement 78
ATTACHMENT 1 b

Attachment C
ARTICLE 12: MISCELLANEOUS PROVISIONS
SECTION 12.1. INDEMNIFICATION.
(A) Generally . The Franchisee shall defend with counsel approved in writing by County, indemnify, and hold harmless the County, its officers, agents and employees from any and all claims, demands, damages, costs, expenses, judgments, or liabilities arising out of this Franchise or connected with the performance, failure to perform or attempted performance of provisions hereof, including, but not limited to (1) any act or omission to act on the part of the Franchisee or its agents, employees, or Subcontractors, except to the extent such liabilities are due to the negligence or willful act of the indemnified parties, (2) the collection, transportation, handling, storage, or disposal (by the Franchisee or its agents, employees, or subcontractors) of Discarded Materials, (3) any claim for any finders or brokerage fee or other commission resulting from any services alleged to have been rendered to or performed on behalf of the Franchisee with respect to this Franchise or any of the transactions contemplated hereby, (4) any action taken by the County pursuant to its rights under Section 11.5 hereof upon a failure to collect, transport or dispose of Discarded Materials, (5) the performance or non- performance of the Franchisee's obligations under this Franchise, except to the extent such liabilities are due to the negligence or willful act of the indemnified parties, and (6) Franchisee's failure to comply with Applicable Law.
(B) CERCLA Indemnification. The Franchisee shall indemnify and defend with counsel approved by the County, and hold harmless the County, its officers, employees, agents, assigns and any successor or successors to the County's interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resource damage, punitive damages, injuries, costs, response remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attorney's and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever (collectively "Liabilities") paid, incurred or suffered by, or asserted against, the County or its officers, employees, agents or contractors arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure of other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste at any place where Franchisee stores or disposes of municipal Solid Waste pursuant to this Franchise to the extent that such claims, damages, costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses are caused by any of the following: (1) the negligence or willful misconduct of the Franchisee; (2) the collection, handling, processing, or disposal by the Franchisee of any materials or waste, including hazardous substances or materials, which are generated by, or collected from, waste Generators other than those Generators to which the Franchisee provides services pursuant to this Franchise; (3) the failure of the Franchisee to undertake hazardous waste and materials training procedures required by law with respect to its employees or Subcontractors; or (4) the improper or negligent handling, processing or disposal by the Franchisee of hazardous waste or materials which (i) the Franchisee inadvertently collects from waste Generators to which the Franchisee provides services pursuant to this Franchise and (ii) which the Franchisee identifies as Hazardous Waste prior to its disposal. The Franchisee shall not, however, be required to reimburse or indemnify the County and its officers, agents, employees, attorneys, administrators, affiliates, representatives, servants, insurers, successors, and heirs to the extent any such claims, damages, costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses are due to the negligence or other wrongful conduct of such Party. The County acknowledges that the mere presence of household hazardous waste in the waste which is collected by the Franchisee pursuant to this Franchise shall not constitute negligence nor in and of itself create any liability on the part of the Franchisee absent any of the circumstances described in clauses (1) through (4) of the preceding sentence.
2021 Exclusive Franchise Agreement 79
ATTACHMENT 1 b

Attachment C
The indemnification by the Franchisee in Section 12.1(B) shall be limited to Liabilities resulting from services rendered by the Franchisee from and after the Franchise Date and throughout the Term of this Franchise, it being specifically understood that any liabilities attributable to the Franchisee's actions prior to the Franchise Date are excluded from the indemnification in Section 12.1(B).

The foregoing indemnity is intended to operate as an agreement pursuant to Section 107 (e), 42 U.S.D. Section 9607(e) and California Health and Safety Code Section 25364, to insure, protect, hold harmless, and indemnify the County from liability in accordance with this section. The provisions of this subsection shall survive termination of this Franchise. (C) AB 939, AB 341, AB 1826, and SB 1383 Indemnification.

1. To the extent authorized by law, Franchisee agrees to indemnify and hold harmless County from and against all fines and/or penalties imposed by CalRecycle in the event the source reduction and recycling goals or any other requirement of AB 939, AB 341, AB 1826, and SB 1383 are not met by County with respect to the Discarded Materials collected under this Franchise.

2. Franchisee warrants and represents that it is familiar with County's waste characterization study as set forth in County's SRRE, and that it has the ability to and shall provide sufficient programs and services to ensure County shall meet or exceed the diversion and reporting requirements (including without limitation amounts of Solid Waste to be diverted, time frames for diversion, and any other requirements) set forth in AB 939; and requirements such as Collection service standards, programmatic activities, and reporting set forth in AB 341, AB 1826, and SB 1383, with respect to that portion of the Solid Waste generated in -County that is the subject of this Franchise Agreement.

3. Franchisee agrees that it shall at its sole cost and expense:
(1) Assist County in responding to inquiries from CalRecycle; (2) Assist County in preparing for, and participating in, CalRecycle's biannual review of the County's Annual Report;
(3) Assist County in any hearing conducted by CalRecycle related to County's compliance with AB 939, AB 341, AB 1826, and SB 1383;
(4) Assist County with the development of, and implement, a public awareness and education program that is consistent with the County's SRRE and Household Hazardous Waste Element, as well as any related requirements of AB 939, AB 341, AB 1826, and SB 1383, for the Franchise Area; and, (5) Provide County with source reduction, waste prevention, Recycling, Organic Waste recovery, and other technical assistance related to AB 939, AB 341, AB 1826, and SB 1383.
(D) Third Parties. These indemnification provisions are for the protection of the County (and County Indemnitees) only and shall not create, of themselves, any liability to third parties, unless otherwise specified therein. The provisions of this subsection shall survive termination of this Franchise.

SECTION 12.2. RELATIONSHIP OF THE PARTIES. Neither Party to this Franchise shall have any responsibility whatsoever with respect to services provided or contract obligations or liabilities assumed 2021 Exclusive Franchise Agreement 80
ATTACHMENT 1 b

Attachment C
by the other Party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The Franchisee is an independent contractor and Franchise holder and nothing in this Franchise shall be deemed to constitute either Party a partner, agent or legal representative of the other Party or to create any fiduciary relationship between the Parties. Neither Franchisee, its employees nor anyone working under Franchisee, shall qualify for workers' compensation or other fringe benefits of any kind through the County.

SECTION 12.3. ACTIONS OF THE COUNTY IN ITS GOVERNMENTAL CAPACITY. Nothing in this Franchise shall be interpreted as limiting the rights and obligations of the County in its governmental, police or regulatory capacity, or as limiting the right of the Franchisee to bring any legal action against the County, not based on this Franchise, arising out of any act or omission of the County in its governmental or regulatory capacity.

SECTION 12.4. BINDING EFFECT. This Franchise shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions hereof.

SECTION 12.5. AMENDMENTS. Neither this Franchise nor any provision hereof may be changed, modified, amended or waived except by written agreement duly executed by both Parties.

SECTION 12.6. FURTHER ASSURANCE. Each Party agrees to execute and deliver any instruments and to perform any acts as may be necessary or reasonably requested by the other in order to give full effect to this Franchise.
2021 Exclusive Franchise Agreement 81
ATTACHMENT 1 b

Attachment C
IN WITNESS WHEREOF, the Parties have executed this Franchise Agreement on the dates stated below:

FRANSHISEE*
Date: By:

Title:

Date: By:

Title:

COUNTY OF ORANGE
Date: By:

APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
Date:

Title: Tom Koutroulis, Director OCWR
By:—
Digitallysigned byPaulAlbarian
Pau 1 A 1 b a r i a n DN: cn=Paul Albarian, o=County Counsel, ou, [email protected],
c=t1S
Darn )0)1 OS 11 17.3fi•37
Title: Paul M. Albarian, Senior Deputy
*Unless otherwise demonstrated that the person(s) executing this Franchise Agreement on behalf of Franchisee has the requisite authority to legally obligate and bind Franchisee. If the Franchise is a corporation, signatures of two specific corporate officers are required as further set forth. The first corporate officer signature must be one of the following: 1) the Chairman of the Board; 2) the President; 3) any Vice President. The second corporate officer signature must be one of the following: a) Secretary; b) Assistant Secretary; c) Chief Financial Officer; d) Assistant Treasurer. 2021 Exclusive Franchise Agreement
82

ATTACHMENT 1 b

Attachment C

APPENDIX LISTING
APPENDIX 1
A) Map and Description of Franchise Areas of Orange County B) Maps of Franchise Areas
C) Container Specifications.

D) Accepted Materials
E) Process, Transfer, and Disposal Services and Facility Standards APPENDIX 2
A) Maximum Rates for Residential Service
B) Maximum Rates for Commercial Service
C) Maximum Rates for Special Services
APPENDIX 3
A) Example Rate Adjustment Calculation for July 1, 2022 B) Example Calculation of an Annual Change in a Published Index Implementation and Compliance Plan
Outreach and Education Plan
Record Keeping and Reporting
Franchise Area Specific Programs
APPENDIX 4
APPENDIX 5
APPENDIX 6
APPENDIX 7
2021 Exclusive Franchise Agreement 83
ATTACHMENT 1 b

Attachment C
APPENDIX 1-A

MAP AND DESCRIPTION OF FRANCHISE AREAS OF ORANGE COUNTY

LOS ANGELES COUN TY

SAN BERNARDINO COUNTY

RIVERSIDE COUNTY
Pacific

FRANCHISE AREA

SOLID WASTE COLLECTION AREA
City Caullly dattSditlian
Freeway and Transportation Corridor
Active Lana lis

SAN DIEGO COUNTY
County Unlncorporaled

SOLID WASTE FRANCHISE AREAS
County of Orange, California
2021 Exclusive Franchise Agreement
84

ATTACHMENT 1 b

Attachment C
Franchise ilec,crintion
Area
1 Rossmoor
2 Placentia Islands/Yorba Linda IslandsBuena Park Islands 3 Orange Islands
4 Fountain Valley Island
5 CA -1 Orange Park Acres/The Canyons
5 CA -2 El Modena
6 Lemon Heights/North Tustin/Cowan Heights/James A. Musick 7-A John Wayne Airport
7-B Emerald Bay/Laguna Coast Wilderness Park
8 Coto De Caza/Trabuco Canyon/Wagon Wheel/Ladera Ranch/Las Flores 9 Rancho Mission Viejo/Sendero/San Juan Capistrano Unincorporated/Ortega Highway 2021 Exclusive Franchise Agreement 85
ATTACHMENT 1 b

Attachment C
APPENDIX 1-B

MAPS OF FRANCHISE AREA
Placentia Island:

MAD
ucoo
Volta
ander
Vlfegxne r
Park
tot
Ogi
Linda
fiocluilmiy
Tatba h Lri

1. -1214.104.

Aike
irdik
wi" 170

1. •
t.

Huggins

01. stkifieki
Raty:away
B r ra•Ava
•
Yo ria PI
*r*
if
-
grin 0
r
Perq uu
Verde:' 6
2021 Exclusive Franchise Agreement
86

ATTACHMENT 1 b

Attachment C
Yorba Linda Islands:
2021 Exclusive Franchise Agreement
87

ATTACHMENT 1 b

Attachment C
Buena Park Island:
2021 Exclusive Franchise Agreement 88
ATTACHMENT 1 b

Attachment C
APPENDIX 1-C

CONTAINER SPECIFICATIONS
Minimum Requirements Required by County:

Franchisee will provide Containers to be used under this Agreement. Franchisee will provide Residential Cart Customers with the option of three cart sizes for Gray Container Waste, Source Separated Recyclable Materials and Source Separated Organic Waste. Sizes offered shall be approximately 35, 64, and 96 gallons. Residential Customers may request different sizes for each waste stream.

Customers may each request one free exchange in cart sizes during each calendar year. One exchange includes all cart size changes included in the same Customer request and may include changes being made to one, two or three of the Customer's carts.

By January 1, 2032, all Containers provided by Franchisee will meet all color and labeling requirements prescribed in SB 1383 Regulations. All new Containers, included those replaced prior to January 1, 2032, must comply with SB 1383 Regulations.

Cleaning and Maintenance. Franchisee shall provide Customers with Bins required during the term of this Agreement and maintain Containers in safe working condition. The size of Franchisee -provided Bins shall be determined by mutual agreement of Customer and Franchisee and shall be subject to County approval. All Bins in use shall be constructed of heavy metal, or other suitable, durable material, and shall be watertight and well painted. Wheels, forklift slots, and other apparatuses, which were designed for movement, loading, or unloading of the Bin shall be maintained in good repair. Upon Customer or County request, or if required to maintain the Containers in a clean condition, Franchisee shall clean Customer Bins above one per year at the rates shown in the approved rate schedule. Contractor shall perform cleaning, repainting, or replacement of Bins as necessary to prevent a nuisance caused by odors or vector harborage.

When a Bin is removed for cleaning, Franchisee shall replace the Bin, either temporarily or as a change - out, with another Container.

Bin Identification and Color. Each Bin placed in the Franchise Area by Franchisee shall have the name of Franchisee in letters not less than three (3) inches high on the exterior of the Bin to be visible when the Bin is placed for use. Bins shall be labeled to include bilingual (English and Spanish) and graphic instruction on what materials should and should not be placed in each Bin. Franchisee shall repaint Bins upon County's request if the County deems it necessary to maintain a neat appearance. All Refuse Bins shall be painted a uniform color of, and all Recycling and Organics Bins shall be painted a different, uniform color.

Residents will receive wheeled carts of 35-, 65- or 95 -gallon capacity for three different commodity types.

Republic Services will provide bins and carts that will be compliant with the following SB 1383 requirements by 2037:
i. Black/Gray Carts for MSW
ii. Blue Carts for Recycling
iii. Green Carts for Organic Waste
Commercial customers will receive wheeled bins of 1-4CY for MSW and Recycling. They will have the option to receive a 2CY or less bin or a 65 -gallon cart for organics. Bin and color scheme will be compliant with SB 1383 requirements:
i. Black/Gray Carts for MSW
ii. Blue Carts for Recycling
iii. Green Carts for Organic Waste
2021 Exclusive Franchise Agreement 89
ATTACHMENT 1 b

Attachment C
APPENDIX 1-D

ACCEPTED MATERIALS
List of all acceptable items for each cart:
a. Green Cart Accepted Items (food waste and green waste) Please note that food waste will be accepted in residential carts starting in January 2022 .
i. Fruit
ii. Vegetables
iii. Bread, cheese & pastries
iv. Pasta, grains, rice & beans
v. Meat, poultry, seafood & shellfish
vi. Bones & Eggs
vii. Yard & Garden Waste
b. Blue Cart Accepted Items (Fiber plus non-organic recyclables) i. Aluminum Cans
ii. Plastic bottles
iii. Newspapers
iv. Cereal boxes
v. Paper bags
vi. . Magazines
vii. Plastic milk containers
viii. Tin Cans
ix. Mixed Paper
x. Cardboard boxes
xi. Glass bottles/jars (any color)
xii. Telephone books
xiii. Juice cans
xiv. mail
c. Black/Gray Cart Accepted Items
i. MSW
ii. Plastic Bags & Film
iii. Paper plates
iv. Paper cups & utensils
2021 Exclusive Franchise Agreement 90
ATTACHMENT 1 b

Attachment C
APPENDIX 1-E

PROCESSING, TRANSFER, AND DISPOSAL SERVICES AND FACILITY STANDARDS Franchisee has selected and arranged for Discarded Materials to be Transported to Approved Facilities for Transfer, Processing, and/or Disposal in accordance with this Appendix. The Approved Facilities shall comply with the standards specified in this Appendix. Pursuant to Section 5.1 of the Agreement, if the Franchisee does not own or operate one or more of the Approved Facilities, Franchisee shall enter into a subcontract agreement with the owner or Facility operator of such Approved Facility(ies) and the requirements of Section 5.1 of the Agreement and this Appendix shall pertain to the Subcontractor(s).

A.GENERAL REOIJIREMENTS:

Franchisee agrees to Transport Discarded Materials it Collects in the County Unincorporated to an appropriate Approved Facility(ies) for Transfer, Processing, or Disposal, as applicable for each type of Discarded Material. As of the Commencement Date of this Agreement, the Approved Facilities, which were selected by Franchisee and reviewed and approved by the County, are listed in the table on the following page and in the definitions in Article 1 of this Agreement. Franchisee will perform all Transfer, Processing, and Disposal services at Approved Facilities in accordance with Applicable Law, standard industry practice, and specifications and other requirements of this Agreement. County, at its sole option, shall retain the right to require Franchisee which Transformation Facility, Organics Processing Facility, Material Recovery Facility or Landfill shall be used to retain, Recycle, Compost, Process, or Dispose of Discarded Materials generated within the Franchise Area. In this instance, Franchisee shall conduct a rate audit and recommend, if necessary, a rate adjustment. If Franchisee sees a reduction in costs, those savings shall be passed on to the rate payers.
2021 Exclusive Franchise Agreement 91
ATTACHMENT 1 b

Attachment C
B APPROVED FACILTIES:

Transfer Facilities
- _ Fa i1 tv Name AlMr—liMca
CVT Regional Materials Facility
SWIS# 30 -AB -0335
Rainbow Disposal Co., Inc.

SWIS# 30 -AB -0099
Processin• Facilities
Facilit
CVT Regional Materials Facility
SWIS# 30 -AB -0335
Copper Mountain Landfill Compost Facility
ADEOArDroval No. 14943400.113
Kochergen Farms Composting
SWIS# 16 -AA -0022
Circle Green
SWIS# 36 -AA -0500
Agromin OC Chino Green Mat. Composting
SWIS# 36 -AA -0476
Recology Biossum Valley Organics
SWIS# 15 -AA -0307
Anaergia - Rialto Bio -Energy Facility
SWIS# 36-M-0446
O.eratin • Facilities
CVT Regional Materials Facility
SWIS# 30 -AB -0335
Rainbow Disposal Co., Inc.

SWIS# 30 -AB -0099
DESIGNATED FACILITIES:
277 E Gretta Lane,
Anaheim CA 92806
17121 Nichols Lane
Huntington Beach, CA 92647
277 E Gretta Lane
Anaheim CA 92806
Rei atianship
Republic Owned
Republic Owned
Republic Owned
34853 East County 12th St
Wellton. AZ 85356 Republic Owned
Avenal Cutoff Rd & Omaha Ave
Avenel. CA 92304
17900 Sheep Creek Rd
Phelan. CA 92371
8100 China Corona Rd.

Chino. CA 92880
6061 North Wheeler Ridge
Road Lamont. CA
503 East Santa Ana Ave
Source Separated
Recyclabtes, C&D,
Single Stream Recycling
Yard Waste/Food Waste
Republic Partnership Yard Waste/Food Waste
Republic Partnership Yard Waste/Food Waste
Republic Partnership Yard WastelFood Waste
Republic Partnership Yard Waste/Food Waste
Source Separated
Rialto, CA 92316 Republic Partnership Organics (Food Waste) 277 E Gretta Lane,
Anaheim CA 92806
17121 Nichols Lane
Huntington Beach, CA 92647
Republic Owned
Republic Owned
Disposal Facilities (Gray Container Waste and Residual Waste):

Frank R. Bowerman Landfill — Owner/Operator: OC Waste & Recycling - 11002 Bee Canyon Access Rd., Irvine, CA 92602 - SWIS: 30 -AB -0360
Olinda Alpha Landfill — Owner/Operator: OC Waste & Recycling - 1942 N. Valencia Ave., Brea, CA 92823 - SWIS: 30 -AB -0035
Prima Deshecha Landfill — Owner/Operator: OC Waste & Recycling - 32250 Avenida La Pata, San Juan Capistrano, CA 92675 - SWIS: 30 -AB -0019
D.FACILITY CAPACITY GUARANTEE:

Franchisee shall guarantee sufficient capacity over the Term of this Agreement to Transfer (if applicable), Transport, and Process all Source Separated Recyclable Materials, Food Waste, SSGCOW, and Mixed Waste Collected under this Agreement and to Transfer (if applicable), Transport, and Dispose all Gray Container 2021 Exclusive Franchise Agreement 92
ATTACHMENT 1 b

Attachment C
Waste Collected under this Agreement. Franchisee shall cause the Approved/Designated Facility(ies) to recover or Process the Discarded materials as appropriate; market the Source Separated Recyclable Materials, SSGCOW, Food Waste, and Mixed Waste recovered from such operations; and Dispose of Residue.

Franchisee shall cause Designated Facility(ies) for Disposal to Dispose of Gray Container Waste. Franchisee shall provide the County, upon request, with documentation demonstrating the availability of such Transfer (if applicable), Transport, Processing, and Disposal capacity as described below. 1) Franchisee or Affiliate is owner of Approved Facilities: County may request that Franchisee report aggregate Facility capacity committed to other entities through Franchisee's contracts.

County, or its agent, will have the right to seek verification of Franchisee's reported aggregate capacity through inspection of pertinent sections of Franchisee's contracts with such entities to determine the duration of Franchisee's commitment to accept materials from such entities and the type and volume of materials Franchisee is obligated to accept through the contracts. In addition, County, or its agent, will have the right to review Tonnage reports documenting the past three (3) years of Tonnage accepted at the Approved Facility(ies) by such entities. To the extent allowed by law, County, or its agent(s), agree to maintain the confidentiality of the information reviewed related to the individual contracts with other contracting entities and agree to review all related material at the Franchisee's office and will not retain any copies of review material. Franchisee will fully cooperate with the County's request and provide County and its agent(s) or access to Franchisee's records.
2) Franchisee's Subcontractor is the owner and/or operator of Approved Facilities: Upon County request, Franchisee shall demonstrate that such capacity is available and allocated to the County by provision of its agreement with the Approved Facility(ies) owner(s)/operator(s) (Subcontractor(s)) documenting the Subcontractor's guarantee to accept the Discarded Materials Franchisee delivers over the Term of this Agreement.

EOUIPMENT AND SUPPLIES:

Franchisee shall equip and operate the Approved Facilities in a manner to fulfill Franchisee's obligations under this Agreement and Applicable Law, including achieving all applicable standards for Landfill Disposal reduction, Recycling, recovery, Diversion, Residue amount and content, and final product quality standards.

Franchisee is solely responsible for the adequacy. Safety, and suitability of the Approved Facilities.

Franchisee shall modify, enhance, and/or improve the Approved Facilities as needed to fulfill service obligations under this Agreement, at no additional compensation from the County or Rates charged to Customers.

Franchisee shall provide all rolling stock, stationary equipment, material storage Containers, spare parts, maintenance supplies, Transfer, Transport, and Processing equipment, and other consumable as appropriate and necessary to operate the Approved Facilities and provide all services required by this Agreement.

Franchisee shall place the equipment in the charge of competent equipment operators. Franchisee shall repair and maintain all equipment at its own cost and expense.

FACILITY PERMITS:

Franchisee or Facility operator shall keep all existing permits and approvals necessary for use of the Approved Facility(ies), in full regulatory compliance. Franchisee, or Facility operator, shall, upon request, provide copies of permits or other approvals and/or notices of violation of permits to the County. 2021 Exclusive Franchise Agreement 93
ATTACHMENT 1 b

Attachment C
TRANSFER FACILITY:

At Franchisee's option, Franchisee may rely on a Transfer Facility and, in such case, shall Transport some or all Discarded Materials to an Approved Transfer Facility. At the Transfer Facility, Discarded Materials shall be unloaded from Collection vehicles and loaded into large -capacity vehicles and Transported to the Approved Facility(ies) for Processing or Disposal, as applicable for each type of Discarded Material, in a timely manner and in accordance with Applicable Law. Franchisee or Subcontractor shall perform the following pre -Processing activities at the Approved Transfer Facility.

If Franchisee delivers some or all Discarded Materials to a Transfer Facility, it shall receive assurances from Facility operator that Facility operator will Transport or arrange for Transport of the Discarded Materials to appropriate Approved Facility(ies) for Processing or Disposal, as applicable for each type of Discarded Material. In such case, Franchisee shall receive written documentation from the Facility operator(s) of the Facilities used for Processing and Disposal of Discarded Materials, as applicable for each type of Discarded Material. Franchisee shall pay all costs associated with Transport, Transfer, Processing, and/or Disposal of all Discarded Materials Collected in accordance with this Agreement, including marketing of recovered materials and Disposal of all Residue.

Franchisee shall comply with separate handling requirements described in this Appendix.

H.FRANCHISEE-INITIATED CHANGE IN FACILITY(IES):

Franchisee may change its selection of one or more of the Approved Facility(ies) following County Contract Administrator's written approval, which may be conditioned on various factors including, but not limited to:
the performance of the current versus proposed Facility, the permitting status of and LEA inspection records related to the proposed Facility, the distance of the Facility from the Franchisee Area, and any other factor that may reasonably degrade the value received by the County. If Franchisee elects to use a Facility(ies) that is(are) not listed on the then -current list of Approved Facility(ies) in this Appendix, it shall submit a written request for approval to the County thirty (30) days prior to the desired date to use the Facility and shall obtain the County's written approval prior to use of the Facility. Franchisee's compensation and Rates shall not be adjusted for a Franchisee -initiated change in Facilities.

I. NOTIFICATION OF EMERGENCY CONDITIONS:

Each Approved Facility shall notify the County of any unforeseen operational restrictions that have been imposed upon the Facility by a regulatory agency or any unforeseen equipment or operational failure that will temporarily prevent the Facility from Processing the Discarded Materials Collected under this Agreement. Franchisee shall notify the County in accordance with Section 5.7 of the Agreement.

APPROVED FACILITY UNAVAILABLE/UUSE OF ALTERNATIVE FACILITY:

If Franchisee is unable to use an Approved Facility due to a sudden unforeseen closure of the Facility or other emergency condition(s) described in this Franchisee Agreement, Franchisee may use an Alternative Facility provided that the Franchisee provides verbal and written notice to the County Contract Administrator and Director and receives written approval from the County Contract Administrator or Director at least twenty-four (24) hours prior to the use of an Alternative Facility to the extent reasonably practical given the nature of the emergency or sudden closure. The Franchisee's written notice shall include a description of the reasons the Approved Facility is not feasible and the period of time Franchisee proposes to use the Alternative Facility. As appropriate for the type of Discarded Materials to be delivered to the Alternative Facility, the Alternative Facility shall meet the applicable Facility standards in this Agreement and shall be sent to: (i) an allowable Facility, operation, or "Organic Waste Recovery Activity" as defined in 14 CCR Section 18982(a)(49) and not subsequently used in a manner deemed to constitute Landfill Disposal pursuant to 14 2021 Exclusive Franchise Agreement
94

ATTACHMENT 1 b

Attachment C
CCR Section 18983.1(a); (ii) a High Diversion Organic Waste Processing Facility (for two- and one - Container systems and three- and three -plus Container systems in which Organics Waste, such as Food Waste, is allowed for Collection in the Gray Containers); (iii) a "Designated Source Separated Organic Waste Processing Facility" pursuant to 14 CCR Section 18982(a)(14.5) for Source Separated Recyclable Materials and SSGCOW (for Jurisdictions using the Performance -Based Compliance Approach per SB 1383 Regulations (14 CCR, Division 7, Chapter 12, Article 17)); (iv) a Transfer Facility; or, (v) a Disposal Facility.

If Franchisee is interested in using a Facility or activity not listed above and not specifically identified in 14 CCR Section 18983.1(b), the Franchisee shall be responsible for securing the approvals from CalRecycle pursuant to 14 CCR Section 18983.2 that the Facility's Process or technology constitutes a reduction of Landfill Disposal pursuant to 14 CCR Section 18983.1(a) prior to the County's final approval of such Facility or activity.

If any Approved Facility specified in this Appendix becomes unavailable for use by Franchisee for Discarded Materials Collected in the County for a period of more than seven (7) days, County may designate an Alternative Facility pursuant to Section 4.13 of this Agreement. The Parties agree that an Approved Facility shall only be deemed to be "unavailable" if one or more of the following has occurred: (i) a Force Majeure event/Uncontrollable Circumstance as described in Section 11.2 of this Agreement has occurred; (ii) a Facility has lost one or more permits to operate; (iii) a Facility has exhibited a pattern of violation through the receipt of repeated notices of violation from one or more regulatory agencies. Further, the Parties agree that a Facility shall only be deemed to be "unavailable" if the lack of availability of the Facility is not due to Franchisee's negligence, illegal activity, neglect, or willful misconduct. At County's request, Franchisee shall research and propose Alternate Facility(ies) for the impacted Discarded Material(s), and shall submit a written analysis and recommendation to the County within seven (7) days concerning the cost for use of Alternative Facility(ies) and any logistical changes that would be required to utilize such Alternative Facility(ies). County and Franchisee will discuss the advantages and disadvantages of use of the potential Alternative Facility(ies) and County will designate the approved Alternative Facility(ies). The decision of the County shall be final. The change in Facility shall be treated as County -directed change in scope pursuant to Section 4.13 of this Agreement.

In the event an Approved Facility becomes unavailable due to the negligence, illegal activity, neglect, or willful misconduct of Franchisee, Franchisee shall bear all additional costs for use of an Alternative Facility including increased Processing costs, Disposal Costs, Transportation costs, Transfer costs, and all other costs.

The table listing Approved Facilities in this Appendix shall be modified accordingly to reflect the new County -Approved Facility(ies).

If Franchisee is not the owner of the new Approved Facility, Franchisee shall enter into a Subcontract agreement with the Facility operator of the Alternative Facility to require compliance with the requirements of Article 5 of this Agreement and this Appendix unless County Contract Administrator or Director waives one or more requirements.

DISCARDED MATERIALS MONITORING. WASTE EVALIJATION. AND CAPACITY MANNING REOUIRFMFNTS.

Franchisee shall conduct material sampling, sorting, and waste evaluations of various material streams as further described in this Appendix 1-E, Section AE. to meet or exceed SB 1383 Regulatory requirements.

Upon County request, the Franchisee shall also participate in capacity planning studies. The Franchisee acknowledges that the County is required by SB 1383 to coordinate Organic Waste and Edible Food Recovery capacity planning studies. The Company shall participate and/or provide information to the County as needed for the County's participation in such capacity planning studies. This information and/or participation may include, but is not limited to: conducting or supporting waste characterization studies; providing information regarding existing and potential new or expanded capacity in the Franchisee's 2021 Exclusive Franchise Agreement 95
ATTACHMENT 1 b

Attachment C
operations for the Collection, Transport, Transfer, or Processing of Source Separated Recyclable Materials and Source Separated Organic Materials; and, any other information deemed necessary by the County for purposes of the study. The Franchisee shall respond to requests for information or participation from the County within sixty (60) days, unless another timeframe is otherwise specified or authorized by the County.

COMPLIANCE WITH APPLICABLE LAW:

Franchisee (including its Affiliates and Subcontractors) warrants throughout the Term that the Approved Facilities are respectively authorized and permitted to accept Discarded Materials in accordance with Applicable Law and are in full compliance with Applicable Law.

RECORDS AND INVESTIGATIONS:

Franchisee shall maintain accurate records of the quantities of Discard Materials Transported to and Accepted at the Approved Facility(ies) and shall cooperate with County and any regulatory authority in any audits or investigations of such quantities.

N.INSPECTION AND INVESTIGATIONS:

An authorized County employee or agent shall be allowed to enter each Facility during normal working hours in order to conduct inspections and investigations in order to examine Facility operations; Processing activities; contamination monitoring; material sampling and sorting activities, including inspection of end - of -line materials after sorting; and records pertaining to the Facility in order to assess compliance with this Agreement, to understand protocols and results, and conduct investigations, if needed. Franchisee shall permit County or its agent to review or copy, or both, any paper, electronic, or other records required by County.

PROCESSING STANDARDS:
[INFORMATION TO BF, INCLUDED BASED ON PROPOSED PROCUSSING APPROACH RECOVERY REOUIRED:

Franchisee agrees to Transport and deliver all Source Separated Recyclable Materials, SSBCOW, SSGCOW, Mixed Waste Collected under this Agreement to an Approved Facility for Processing as applicable for each material type. Franchisee shall conduct Processing activities for all Source Separated Recyclable Materials, SSBCOW, SSGCOW, Mixed Waste, and C&D to recover Recyclable materials and Organic Waste to reduce Disposal. The Processing shall be performed in a manner that minimizes Disposal to the greatest extent practicable and complies with Applicable Law, including SB 1383 Regulations.

QS PARATE HANDLING REOUIRFMENTS:

1. Franchisee shall keep Source Separated Recyclable Materials, SSBCOW, SSGCOW, Mixed Waste separate from each other and separate from other any other material streams and shall Process the materials separately from each other.

2. Pursuant to 14 CCR Section 17409.5.6(a)(1), Remnant Organic Material separated from the Gray Container Waste for recovery can be combined with Organic Waste removed from the SSGCOW for recovery once the material from the SSGCOW has gone through the Organic Waste recovery measurement protocol described in 14 CCR Sections 17409.5.4 and 17409.5.5. 2021 Exclusive Franchise Agreement
96

ATTACHMENT 1 b

Attachment C

3. Pursuant to 14 CCR Section 17409.5.6(b) Organic Waste removed from Mixed Waste for recovery shall be:
a. Stored away from other activity areas in specified, clearly identifiable areas as described in the Facility Plan or Transfer/Processing Report (which are defined in 14 CCR); and, b. Removed from the Facility consistent with 14 CCR Section 17410.1 and either:
i. Transported only to another Facility or operation for additional Processing, composting, in -vessel digestion, or other recovery as specified in this Appendix 1-E, Section U; or,
ii. Used in a manner approved by local, State, and federal agencies having appropriate jurisdiction.

RESIDUE DISPOSAL;
Franchisee shall be responsible for Disposal of Residue from Processing activities at its own expense and shall use the Disposal Facility(ies) for such purpose.

S PROCESSING FACILITY RESIDUE GUARANTEES:

Upon request of the County, Franchisee shall provide a certified statement from the Facility operator documenting its Residue level. The Residue level shall be calculated separately for each material type and for each Approved Facility used for Recycling and Processing. The Residue level calculation method shall be reviewed and approved by the County.

SOURCE SEPARATED RECYCLABLE MATERIALS PROCESSING STANDARDS:

Franchisee shall arrange for Processing of all Source Separated Recyclable Materials at a Facility that recovers materials designated for Collection in the Blue Container and in a manner deemed not to constitute Landfill Disposal pursuant to 14 CCR Section 18983.1(a), which states that Landfill Disposal includes final deposition of Organic Waste which includes SSBCOW, at a Landfill or use of Organic Waste as Alternative Daily Cover (ADC) or Alternative Intermediate Cover (AIC), in alignment with AB 1594 and SB 1383, the Franchisee shall not use Organic Waste as ADC or AIC.

U.SSGCOW PROCESSING STANDARDS:

1. Franchisee shall arrange for Processing of all SSGCOW at a Facility that recovers Source Separated Organic Waste and in a manner deemed not to constitute Landfill Disposal pursuant to 14 CCR Section 18983.1(a) which states that Landfill Disposal includes final deposition of Organic Waste at a Landfill or use of Organic Waste as Alternative Daily Cover (ADC) or Alternative Intermediate Cover (AIC), in alignment with AB 1594 and SB 1383, the Franchisee shall not use Organic Waste as ADC or AIC.

2. Franchisee shall arrange for SSGCOW Processing at an Approved Organic Waste Processing Facility that meets one or more of the following criteria, and such Facility or operation is capable of and permitted to accept and recover the types of Organic Wastes included in the SSGCOW:
a. A "Compostable Material Handling Operation or Facility" as defined in 14 CCR Section 17852(a)(12); small composting facilities that are otherwise excluded from that definition; or Community Composting as defined in 14 CCR Section 18982(a)(8). The compostable materials handling operation or Facility shall, pursuant to 14 CCR Section 17867(a)(16), 2021 Exclusive Franchise Agreement 97
ATTACHMENT 1 b

Attachment 0
demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:
i. On and after January 1, 2022, less than 20 percent (20%); and, ii. On and after January 1, 2024, less than 10 percent (10%). b. An "In -vessel Digestion Operation or Facility" as defined in 14 CCR Section 17896.5. The in -vessel digestion facility or operation shall, pursuant to 14 CCR Section 17896.44.1, demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:
i. On and after January 1, 2022, less than 20 percent (20%); and, ii. On and after January 1, 2024, less than 10 percent (10%). c. A "Biomass Conversion Operation" as defined in Section 40106 of the California Public Resources Code.
d. Soil amendment for erosion control, revegetation, slope stabilization, or landscaping at a Landfill, that is defined as a reduction in Landfill Disposal pursuant to 14 CCR Section 18983.1(b)(5).
e. Land application of compostable materials consistent with 14 CCR Section 17852(a)(24.5) and subject to the conditions in 14 CCR Section 18983.1(b)(6). f. Lawful use as animal feed, as set forth in California Food and Agricultural Code Section 14901 et seq. and Title 3, Division 4, Chapter 2, Subchapter 2 commencing with 14 CCR Article 1, Section 2675.
g.

Other operations or facilities with processes that reduce short-lived climate pollutants that are approved by the State in accordance with 14 CCR Section 18983.2.

If Franchisee is interested in using an operation, Facility, or activity not expressly identified above and not specifically identified in 14 CCR Section 18983.1(b) for SSGCOW Processing, Franchisee shall be responsible for securing the necessary approvals from CalRecycle, pursuant to 14 CCR Section 18983.2, that the Facility's Process or technology constitutes a reduction in Landfill Disposal pursuant to 14 CCR Section 18983.1(b)(8) prior to the County's final approval of such operation, Facility, or activity.

3. Preparation of Materials for Processing. The Franchisee shall be responsible for preparing materials for Processing at the Approved Organic Waste Processing Facility, which shall include, but is not limited to, removal of visible physical contaminants such as plastic, glass, metal, and chemicals prior to size reduction.

4. "Overs" Management. The County may require that at no cost to the County, the Franchisee conduct and provide County -specific Organic Waste Processing Residue and "overs" composition data to the County reflecting then -current conditions and using a sampling protocol acceptable to the County, in its reasonable discretion. In the event that the composition of "overs" includes appreciable quantities of Organic Waste, as determined by Franchisee's waste evaluation or visual assessment by the County, the Franchisee shall immediately inform the County Contract Administrator and propose a strategy for reducing the "overs" level. At the Franchisee's expense, Franchisee shall implement the "overs" management strategy within thirty (30) working days of County approval. Such a strategy may include having the Approved Organic Waste Processing Facility re -grind large woody "overs" (after removal of contaminants) and reintroduce the ground 2021 Exclusive Franchise Agreement 98
ATTACHMENT 1 b

Attachment C
"overs" into the composting process in order to increase the recovery of that material and reduce the Organic Waste contained in the materials sent to Disposal, or may include an alternative approach approved by the County.

5. Limits on Incompatible Materials in Recovered Organic Waste a. Limits. Except as described in this Appendix 1-E, Section U.5.c., Franchisee's Transfer/Processing Facility or operation shall only send offsite that Organic Waste recovered after Processing the SSGCOW that meets the following requirements or as otherwise specified in 14 CCR Section 17409.5.8(a):
i. On and after January 1, 2022 with no more than 20 percent (20%) of Incompatible Material by weight; and,
ii. On and after January 1, 2024 with no more than 10 percent (10%) of Incompatible Material by weight.
b. Measurement. Franchisee shall measure the actual levels of Incompatible Materials in accordance with procedures described in 14 CCR Section 17409.5.8(b). c. Exceptions. The limits in this Appendix 1-E, Section U.5.c., shall not apply to the recovered Organic Waste sent offsite from the Transfer/Processing Facility or operation, if the Franchisee sends the recovered Organic Waste from the Transfer/Processing Facility or operation to one or more of the following types of Facilities that will further Process the Organic Waste, or as otherwise specified in 14 CCR Section 17409.5.8(c):
i. A Transfer/Processing Facility or operation that complies with this Appendix 1- E, Section G.;
ii. A compostable materials handling facility or operation that, pursuant to 14 CCR Section 17867(a)(16), demonstrates that the percentage of Organic Waste in the materials sent to Disposal is:
(A) On and after January 1, 2022, less than 20 percent (20%); and, (B) On and after January 1, 2024, less than 10 percent (10%). iii. An in -vessel digestion Facility or operation that, pursuant to 14 CCR Section 17896.44.1, demonstrates that the percentage of Organic Waste in the materials sent to Disposal is:
(A) On and after January 1, 2022, less than 20 percent (20%); and, (B) On and after January 1, 2024, less than 10 percent (10%). iv. An activity that meets the definition of a recycling center as described in 14 CCR Section 17402.5(d).
2021 Exclusive Franchise Agreement 99
ATTACHMENT 1 b

Attachment C
V.HIGH DIVERSION ORGANIC WASTE PROCFSSINf • F&CILITV RVOIJWFMENTS (ORGANICS IN GRAY CONTAINER):

1. Franchisee guarantees that the Approved High Diversion Organic Waste Processing Facility shall meet or exceed an annual average Mixed Waste organic content recovery rate of fifty (50) percent between January 1, 2022 and December 31, 2024, and seventy-five (75) percent after January 1, 2025, or as otherwise defined in 14 CCR Section 18982(a)(33), as calculated pursuant to 14 CCR Section 18815.5(e) for Organic Waste received from the Mixed Waste.

2. Franchisee guarantees that it will comply with the limits on incompatible materials in the recovered Organic Waste.

3. Franchisee shall conduct measurements on a quarterly basis to determine the Mixed Waste organic content recovery efficiency in accordance with 14 CCR Section 17409.5.1. Franchisee shall report the Organic Waste recovery efficiency measurement results to the County in accordance with Appendix 6 of the Agreement, and shall notify the County within thirty (30) days of conducting the quarterly measurement if the results are not in compliance with the Mixed Waste organic content recovery rate standards. If the quarterly average Mixed Waste organic content recovery rate is not in compliance with the standards, the County may assess Liquidated Damages in accordance with Section 9.3 of this Agreement.

4. If the Approved High Diversion Organic Waste Processing Facility has an annual average Mixed Waste organic content recovery rate that is lower than required in 14 CCR Section 18982(a)(33) for two (2) consecutive quarterly reporting periods or three (3) quarterly reporting periods within three (3) years, the Facility shall not qualify as a High Diversion Organic Waste Processing Facility pursuant to 14 CCR Section 18984.3(b). Franchisee shall be required to submit a corrective action plan to the County within thirty (30) days of determining such non-compliance identifying the steps to improve the Mixed Waste organic content recovery rate and the duration of time anticipated for the Facility to achieve compliance. Franchisee shall immediately commence with corrective actions subject to approval by the County and CalRecycle.

5. If County is not satisfied that the Franchisee can achieve and sustain the minimum required annual average Mixed Waste organic content recovery rate, or if the Franchisee has implemented its corrective action plan and failed to achieve the minimum required annual average Mixed Waste organic content recovery rate, the County shall have the right to direct use of an Alternative Facility in accordance with Section 4.13, and Franchisee shall incur all costs associated with use of the Alternative Facility including Transportation, Transfer, Processing, and Disposal. The County may assess Liquidated Damages in accordance with Section 9.3 of this Agreement and/or may deem this failure an event of default under Section 11.1 of this Agreement. If an Alternative Facility is not available within a commercially reasonable distance, Franchisee shall be required to implement, at no cost to the County and with no increase to Rates, an Organic Waste Collection system that will provide programmatic compliance with 14 CCR Division 7, Chapter 12, Article 3.

CONSTJUJCTION & DEMOLITION (C&D) PROGRAM STANDARDS:

1. Franchisee shall comply with the County's Construction and Demolition (C&D) Debris Diversion Program.

X..PLASTIC BAGS:

Franchisee shall annually submit to County written notice from the Approved Organic Waste Processing Facility confirming said Facility can remove plastic bags when Processing SSGCOW. 2021 Exclusive Franchise Agreement 100
ATTACHMENT 1 b

Attachment C
Y C OMPOSTABLE PLASTICS:

Franchisee shall accept Compostable Plastics at the Approved Organic Waste Processing Facility. Franchisee shall annually submit to County written notice from the Approved Organic Waste Processing Facility confirming said Facility can Process and recover these Compostable Plastics.

MARKETING:

Franchisee operating the Approved Facility(ies), shall be responsible for marketing materials recovered from Discarded Materials Collected under this Agreement. Franchisee's marketing methods for materials shall be performed in a manner that supports achievement of Disposal reductions and in such a manner that complies with State statutes, including, but not limited to, AB 901, AB 939, SB 1016, AB 341, AB 1594, AB 1826, and SB 1383, and corresponding regulations. Franchisee shall retain revenues resulting from the sale and marketing of said materials with the exception of the curbside supplemental payments and City/County payments under the California Beverage Container Recycling and Litter Reduction Act, which shall be retained by the County.

Upon request, Franchisee shall provide proof to the County that all Source Separated Recyclable Materials, SSGCOW, Mixed Waste, and C&D Collected by Franchisee were Processed and recovered materials were marketed for recovery, salvage, or Reuse or as organics products in such a manner that materials are not deemed Landfill Disposal pursuant to pursuant to 14 CCR Section 18983.1(a) and in a manner that materials are deemed Diversion pursuant to AB 939. All Residue from the Recycling and Processing activities that is not marketed shall be reported to the County as Residue and accounted for as Disposal Tonnage at the Designated Disposal Facility. No Source Separated Recyclable Materials, SSGCOW, Mixed Waste, or C&D shall be Transported to a domestic or foreign location if Landfill Disposal, as defined in 14 CCR Section 18983.1(a) of such material is its intended use. If Franchisee becomes aware that a broker or buyer has illegally handled, Disposed of, or used material generated in the County that is not consistent with Applicable Law, Franchisee shall immediately inform the County and terminate its contract or working relationship with such party. In such case, Franchisee shall find an alternative market for the material(s) recovered from the Source Separated Recyclable Materials, SSGCOW, and/or C&D that is compliant with Applicable Law.

The performance of commodity markets for materials recovered from Source Separated Recyclable Materials shall not be considered a reason for deeming a Facility "unavailable", nor shall it be considered an acceptable basis for the need to use an Alternative Facility, nor shall it serve as the basis for any adjustment in Franchisee's compensation under this Agreement.
2t2i. DISPOSAL OF SQITRCF, SFFARATED RECYCLABLE MATERIALS. SSGCOW. AND MIXED WASTE PROHIBITIED:

With the exception of Processing Residue, Source Separated Recyclable Materials, SSGCOW, or Mixed Waste Collected under this Agreement may not be Disposed of in lieu of Recycling, Processing, or marketing the material, without the expressed written approval of the County Contract Administrator or Director.

If for reasons beyond its reasonable control, Franchisee believes that it cannot avoid Disposal of the Source Separated Recyclable Materials, SSGCOW, or Mixed Waste Collected in the County, then it shall prepare a written request for County approval to Dispose of such material. Such request shall contain the basis for Franchisee's belief (including, but not limited to, supporting documentation), describe the Franchisee's efforts to arrange for the Processing of such material, the period required for such Disposal, and any additional information supporting the Franchisee's request.

In addition, the request shall describe the Franchisee's proposed interim plans for implementation while the 2021 Exclusive Franchise Agreement 101
ATTACHMENT 1 b

Attachment C
County is evaluating its request. If the County objects to the interim plans, the County shall provide written notice to the Franchisee and request an alternative arrangement. The County shall consider the Franchisee's request and inform Franchisee in writing of its decision within fourteen (14) days. Depending on the nature of the Franchisee's request, County may extend the fourteen (14) day period, at its own discretion, to provide more time for evaluation of the request and negotiation of an acceptable arrangement with the Franchisee.

AB. GRAY CONTAINER WASTE DISPOSAL STANDARD (WITHOUT ORGANIC WASTE):
1) Disposal of Gray Container Waste Collected. Franchisee shall Transport all Gray Container Waste Collected under this Agreement to the Designated Disposal Facility. 2) Disposal at Designated Facility. Franchisee shall not Dispose of Gray Container Waste or Residue by depositing it on any public or private land, in any river, stream, or other waterway, or in any sanitary sewer or storm drainage system or in any other manner which violates Applicable Laws.

AC. WEIGHING OF DISCARDED MATERIALS:
1) Maintenance and Operation. This Section AC. of Appendix 1-E applies to motor vehicle scales used at the Approved Facilities. Approved Facilities shall be equipped with one or more State -certified motor vehicle scales in accordance with Applicable Law. Upon request, Franchisee shall arrange for Facility operator to provide documentary evidence of such scale certification within ten (10) days of County's request during the Term. Licensed weigh master(s) shall operate those scales to weigh all inbound and outbound Collection vehicles Transporting Discarded Materials and all Transfer vehicles Transporting materials to another site. Franchisee shall arrange for Facility operator to provide County with access to weighing information at all times and copies thereof within three (3) Business Days following the County's request. Exceptions to weighing requirements are specified in this Appendix 1-E, Section AC.7. 2) Vehicle Tare Weights for Approved Facility(ies). Within thirty (30) days prior to the Commencement Date, Franchisee shall coordinate with the Facility operator(s) to ensure that all Collection vehicles used by Franchisee to Transport Discarded Materials to Approved Facilities are weighed to determine unloaded ("tare") weights. Franchisee shall work with Facility operator(s) to electronically record the tare weight, identify vehicle as Franchisee's, and provide a distinct vehicle identification number for each vehicle.

Franchisee shall provide County with a report listing the vehicle tare weight information upon request.

Franchisee shall promptly coordinate with Facility operator to weigh additional or replacement Collection vehicles prior to Franchisee placing them into service. Franchisee shall check tare weights at least annually, or within fourteen (14) days of a County request, and shall re -tare vehicles immediately after any major maintenance service that could impact the weight of the vehicle by more than fifty (50) pounds. 3) Substitute Scales. If any scale at an Approved Facility is inoperable, being tested, or otherwise unavailable, Facility operator shall use reasonable business efforts to weigh vehicles on the remaining operating scale(s). To the extent that all the scales are inoperable, being tested, or otherwise unavailable, Facility operator shall substitute portable scales until the permanent scales are replaced or repaired.

Facility operator shall arrange for any inoperable scale to be repaired as soon as possible. 4) Estimates. Pending substitution of portable scales or during power outages, Facility operator shall estimate the Tonnage of the Discarded Materials Transported to and accepted at the Approved Facilities by utilizing the arithmetic average of each vehicle's recorded Tons of Discarded Materials delivered on its preceding three (3) deliveries.

During any period of time the scales are out of service, Facility operator shall continue to record all information required by this Appendix 1-E, for each delivery of Discarded Materials to the Approved Facilities and each load of material Transferred to another Approved Facility(ies). 2021 Exclusive Franchise Agreement 102
ATTACHMENT 1 b

Attachment C
5) Weighing Standards and Procedures. At the Approved Facilities, Facility operator shall weigh and record inbound weights of all vehicles delivering Discarded Materials when the vehicles arrive at the Facility. In addition, Facility operator shall weigh and record outbound weights of vehicles for which Facility operator does not maintain tare weight information. Furthermore, Facility operator shall weigh and record outbound weights of all Transfer vehicles Transporting Discarded Materials from a Transfer Facility to another Approved Facility(ies) for Processing or Disposal. 6) Records. Facility operator shall maintain scale records and reports that provide information including date of receipt, inbound time, inbound and outbound weights (or tare weights) of vehicles, vehicle identification number, jurisdiction of origin of materials delivered, type of material, company/hauler identification, and classification, type, weight, and final destination of Discarded Material if the Discarded Materials are Transferred to another Approved Facility(ies). 7) Exceptions to Weighing Requirements. If an Approved Facility does not have motor vehicle scales to weigh Franchisee's vehicles and Discarded Materials delivered to the Facility, Franchisee shall obtain a receipt for delivery of the Discarded Materials that identifies the date and time of delivery, the type of material delivered, and the vehicle number. Franchisee or Facility operator shall estimate the Tonnage of material delivered for each load based on the volumetric capacity of the vehicle and material density factors (e.g., pounds per cubic yard) approved by or designated by the County Contract Administrator or Director.
8) Upon -Request Reporting. If vehicle receiving and unloading operations are recorded on video cameras at the Approved Facilities, Franchisee shall make those videos available for County review during the Approved Facilities' operating hours, upon request of the County, and shall provide the name of the driver of any particular load if available.

AD. REJECTION OF EXCLUDED W.4 STF
1) Inspection. Franchisee will use standard industry practices to detect and reject Excluded Waste in a uniform and non-discriminatory manner and will not knowingly accept Excluded Waste at the Approved Facility(ies). Franchisee will comply with the inspection procedure contained in its permit requirements.

Franchisee will promptly modify that procedure to reflect any changes in permits or Applicable Law. 2) Excluded Waste Handling and Costs. Franchisee will arrange for or provide handling, Transportation, and delivery to a Recycling, incineration, or a Disposal facility permitted in accordance with Applicable Law of all Excluded Waste detected at the Approved Facility(ies). Franchisee is solely responsible for making those arrangements or provisions and all costs thereof. Nothing in this Agreement will excuse the Franchisee from the responsibility of handling Excluded Wastes that Franchisee inadvertently accepts in a lawful manner and of arranging for the disposition of that Excluded Waste in accordance with Applicable Law.

AF... DISCARDED MATERIALS EVALUATIONS AT APPROVED FACH ITILt. 1) General. Franchisee shall conduct the following "evaluations" at Approved Facilities if required by Applicable Law referenced below:
a) Organic Waste Recovery Efficiency Evaluations. If applicable pursuant to 14 CCR Sections 17409.5.1 to 17409.5.5 and 17409.5.8, Franchisee shall conduct waste evaluations at Approved Transfer Facility (if applicable) or Approved Processing Facility(ies) in accordance with 14 CCR Sections 17409.5.1 to 17409.5.5 and 17409.5.8.
b) Evaluation of Organic Waste in Residuals. If applicable pursuant to 14 CCR Sections 17409.5.3, 17409.5.5, 17867, and/or 17896.44.1, Franchisee shall conduct compliance evaluations of Organic 2021 Exclusive Franchise Agreement 103
ATTACHMENT 1 b

Attachment C
Waste to determine the level of Organic Waste in materials sent for Disposal in accordance with 14 CCR Sections 17409.5.3 (transfer/processor for Mixed Waste), 17409.5.5 (transfer/processor for SSGCOW/SSBCOW), 17867 (Compost operations and facilities), and 17896.44.1 (In -vessel digestion operations and facilities).
2) Record Keeping and Reporting. For the evaluations described above, Franchisee shall maintain all records and submit reports to CalRecycle as described in 14 CCR Division 7, Chapter 3, Article 6.3; 14 CCR Division 7,Chapter 3.1, Article 8; and 14 CCR Division 7, Chapter 3.2, Article 4; and, 14 CCR Sections 18815.5 and 18815.7, as applicable. Franchisee shall report this information to the County on a monthly basis in accordance with Appendix 6.
3) Scheduling of Evaluations. Franchisee shall schedule evaluations during normal working hours.

Franchisee shall provide County notice of its intent to conduct evaluations at the Approved Facility(ies) at least fourteen (14) days in advance of the evaluations. 4) Observance of Study by County and/or CalRecycle. Franchisee acknowledges that, upon request, a representative of the County, the LEA, and/or CalRecycle may oversee its next scheduled quarterly sampling and evaluation of any of the evaluations described in this Appendix 1-E, conducted at the Approved Facility(ies).
2021 Exclusive Franchise Agreement 104
ATTACHMENT 1 b

Attachment C
APPENDIX 2-A

MAXIMUM RATES FOR RESIDENTIAL SERVICE
REPUBLIC SEi<v ICES

RESIDENTIAL CURBSIDE CART RATES AND SERVICE LEVELS
FRANCHISE AREA 2
Residential Curbside Rates*
Row
Service Level
Franchise
Area
2 Buena Park.

Placentia, aitd
Yorba Linda
Islands
1 Basic Service - # of Accts {l }
2 Senior Discount -10%
3 Extra Recycling Cart - # of Carts
4 Extra 0.., _ ... , Carl - # of Carts
5 Extra Waste Cart - # of Carts
6 Extra Bulky Item Pickup Above 3 per Year
7 Extra Pickup per Cart - Residential Accounts (2)
Other Services
9 Special access vehicle P6 (3)
10 Senior/Low Income Discount - Special access vehicle P6 (3) 11 Private Roads/Valet Service - Burro P6X(4)
12 2X a week Curbside Service
13 2X a week Walk -In Service
2021 Exclusive Franchise Agreement 105

25.98 23.38

6.08 3.89

3.53 75.00

75.00 ATTACHMENT 1 b

Attachment C
APPENDIX 2-B

MAXIMUM RATES FOR COMMERCIAL

MULTI -FAMILY AND COMMERCIAL BIN RATES
FRANCHISE AREA 2
Monthly Rates'
Ran
Service Level
Franchise
Area
2 Loma PM lc
Plactnd;
and YErha
Linda
Islands
2 CY Refuse 3m
1 lx/week
2 2xfweek
3 3x/week
4 4xfweek
5 Sxfweek
5xfweek
7 Extra Pickup
3 CY Refuse 3m
a lx/week
9 2x/week
10 3x/week
11 4x/week
12 5x/week
13 6x/week
14 Extra Pickup
4 CY Refuse 3m
15 lx/week
16 2K/week
17 3x/week
18 44week
19 5x/week
20 6x/week
21 Extra Pickup
Lc ked 3 CY Ruse Sm
22 1x/week
23 2x/week
24 3x/week
25 4xfweek
26 Sxf week
27 6xfweek
23 Extra Pickup
Larked 4 CY Refuse Sm
29 lx/week
30 24 week
31 3x/ eek
32 4xfweek
33 5xfweek
34 6x/week
3s Extra Pickup
2 CY Organics sin
�6
ix/week
37 24week
38 3x/week
39 44 week
40 5x/week
41 6x/week
42 Extra Pickup
�.tanmv Collection
4o- Specify Container Size_
$ 226__5
2902
$36329
431:16
490,
$27352
$36275
45199
$ 54}36
$623.62
392.96
$71654
$328.49
$440.07
55169
$66215
$76623
429.6&
20933
29852
$387.75
$476.99
56538
$ 648.62
417.96
$358.49
$465
576.69
$ 687:15
$79123
45#_68
14796
21185
273.63
$385.45
39729
499.09
44 Ix/week
45 2x f week
46 3x f week
47 4x f week
43 5x/week
49 6x/week
50 Extra Pickup
� r la i sicEac,Jia, r- ..od L -t. rxl y. AI ma.
malaise:LA amp
51 2021 Exclusive Franchise Agreement
N/A
N/A
N/A
N/A
N/A
N/A
N/A
106

ATTACHMENT 1 b

Attachment C

REPUBLIC SERVICES

MULTI -FAMILY AND COMMERCIAL CART RATES

AND SERVICE LEVELS
FRANCHISE AREA 2
Monthly CustonIer Rates*
Row
Service Level
65 -Gallon Organics Cart
1 lx/week
2 2x/week
3 3x/week
Any Size Refuse Cart
4 lx/week
5 2x/week
6 3x/week
7 4x/week
8 5x/week
9 6x/week
Any Size Recycling Cart
10 lx/week: Recycling Cart at no charge
2021 Exclusive Franchise Agreement
107

Franchise
Area
2 Buena Park,
Placentia,
and Yarba
Linda
Islands
$ 75.00
$113.20
$158.48
$ 59.92
$ 83.88
$117.44
$ 164.41
$ 230.18
$ 322.25
ATTACHMENT 1 b

Attachment C
APPENDIX 2-C

MAXIMUM RATES FOR SPECIAL SERVICES

REPUBLIC SERVICES

ROLL -OFF CONTAINER RATES
FRANCHISE AREA 2
Customer Rates
Row
Service Level
Monthly Customer Rates''
1 31-40 CY Ron -Off (Standru•ct)
2 Over 40 CY Roll -Off
.3 21-30 CY Compactor

REPUBLIC SERVICES
RATES FOR 4 1 n .i< tii t ICES
FRAIL to ,t AREA 2
Franchise
Area
2 Buena Park,
Placentia, and
Yorba Linda
Islands
$ 531.25
514.61
672.17
Rates Per Occurrence for Other _ (
Row
Service
Franchise
Area 2
Buena Park,
Placentia,
and Yorba
Linda Islands
1 Fin cleaning above ix yr per Section -I. �.L.
2021 Exclusive Franchise Agreement
108

$ 45.00
ATTACHMENT 1b

Attachment C
APPENDIX 3-A
EXAMPLE RATE ADJUSTMENT CALCULATION FOR 7/1/2022
Bureau of Labor Statistics
CPI for All Urban Consumers (CPI -U)
Original Data Value
Series Id: CUSR0000SEHG
Seasonally Adjusted
Series Title: Water and sewer and trash collection services in U.S.

Area: US_ city average
Item: Water and sewer and trash collection services
Base Period: DECEMBER 1997=100
Years: 2011 to 2021
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec HALF1 HALF2 2011 175 680 176 822 177.543 178.119 178.706 179 304 179 862 180.111 181 475 181.794 182 370 183 219 2012 183 960 185 051 185 999 187 400 187921 189 068 189.776 191 422 191 777 192337 193.119 193 706 2013 194.548 195.060 195.671 196.180 196.872 197.503 198.145 198.366 198.742 199.822 200.186 200.661 2014 201.127 201.736 202.363 202.930 203.260 203.791 205.073 205.900 206.330 207.704 208.734 209.853 2015 210.090 210.901 211.468 211.987 212.729 213.299 213.906 215.560 216.143 216.550 217.124 217.742 2016 218.191 218.681 219.4-17 220.319 221.497 221.680 221.530 222.383 223.102 223.631 224.493 225.013 2017 226.207 226.972 227 350 227.896 228 482 228 825 229.171 229 639 230.173 230.855 231 607 232 094 2018 232 750 233 600 234 039 234 886 235.933 236.696 237 342 238 320 238 579 239.183 241825 242 425 2019 241 369 241 783 242 449 243 242 243.841 244536 245 090 245 421 246 009 246.979 247 373 247730 2020 248.614 249.552 250 214 250 450 251.016 251 671 252.546 253 826 254 378 254.992 255 628 256.572 2021 257.483 258.557
Average 252.455
Change in CPI 8.0154
Source: Bureau of Labor Statistics Generated on: March 24, 2021 (06:16:57 PM) 2021 Exclusive Franchise Agreement
109

ATTACHMENT 1 b

Attachment C
APPENDIX 3-B

EXAMPLE FRANCHISE FEE ADJUSTMENT CALCULATION
OC Waste & Recycling
Annual Exclusive Franchise Fee Adjustment
Effective July 1, 2020
SAMPLE
Month 1 (1 -(July 2018 -July 2019))
Month 2 (1 -(August 2018 - August 2019))
Month 3 (1 -(September 2018 - September 2019))
Month 4 (1 -(October 2018 - October 2019))
Month 5 (1 -(November 201 8 - November 2019))
Month 6 (1 -(December 2018 - December 2019))
Month 7 (1 -(January 2019 -January 2020))
Month 8 (1 -(February 2019 - February 2020))
Month 9 (1 -(March 2019 - March 2020))
Month 10 (1 -(April 2019 = April 2020))
Month 11 (1 -(May 2019 - May 2020))
Month 12 (1 -(June 2019 - June 2020))
Average
Franchise Fee
Effective
1-JuI-2020
Base Rate
$300,000.00
(A)

3.16%

2.88°10
2_91%

3.09%

3.13%

2.87°10

2.98%

3.25%

1.91%

0.69%

0.85°10

1.35%
2A2%
Average Change in Monthly CPI for Previous Increase
X ( 2.42% ) = $7,267.88
(B)
Franchise Fee
Effective
1 -Jul -2021
(A) + (B) = I $307,267.88 I
2021 Exclusive Franchise Agreement
1 110

ATTACHMENT 1 b

Attachment C
CPI for All Urban Consumers (CPI -Uy
Original Data Value
Series Id: CUURS49ASA0
Not Seasonally Adjusted
Series Title: AH items in Los Angeles -Long Beach -Anaheim, CA, all urban Area: Los Angeles -Long Beach -Anaheim, CA
Item: AH items
Base Period: 1982-84=100
Years: 2010 to 2020
Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Annual HALF1 HALF2 72010
224.610 224.520 225.483 225.916 226.438 225.877 225.991 226.373 226.048 226.794 225.94-1 226.639 225.894 225.491 226.298 2011 228.652 229.729 232.241 233.319 233.367 232.328 231.303 231.833 233.022 233.049 232.731 231.567 231.928 231.605 232.251 2012 233441 234.537 236.941 236.866 237.032 236.025 235.776 237222 238.104 240.111 237.675 236.042 236.648 235.807 237488 2013 238.015 239.753 239.995 239.043 239.346 239.223 238.920 239.219 239.611 239.940 238.677 238.742 239.207 239.229 239.185 2014 239.857 241.059 242.451 242.437 243.362 243.528 243.727 243.556 243.623 243.341 241.753 240.475 242.434 242.122 242.746 2015 239.724 241.297 243.738 243.569 246.093 245.459 247.066 246.328 245.431 245.812 245.711 245.357 244.632 243.313 245.951 2016 247.155 247.113 247.873 248.368 249.554 249.789 249.784 249.700 250.145 251.098 250.185 250.189 249.246 248.309 250.184 2017 252373 253815 254.525 254.971 255.674 255275 256.023 256739 257890 258.883 259.135 259220 256210 254.439 257.982 2018 261.235 263.012 264.158 265.095 266.148 265.522 266.007 266.665 268.032 269.482 268.560 267.631 265.962 264.195 267.730 2019 269.468 269.508 271.311 273.945 274.479 274.380 274.682 274.579 276.054 278.075 277239 275.553 274.114 272.199 275.030 2020 277.755 278.657 276.589 275.853 276.842 278.121

3.1695 2.88% 2.91% 3.09% 3.13% 2.87%1

2.98% 3.2596 1.91% 0.69% 0.25% 1.35%
Average of 12 previous months Year over Year

2.42%
2021 Exclusive Franchise Agreement
111

ATTACHMENT 1 b

Attachment C
APPENDIX 4

IMPLEMENTATION AND COMPLIANCE PLAN

1. Confirm Implementation Team
a. Our municipal managers will administer the franchise and act as liaisons to the County.

Specific duties include working with County staff regarding contract administration, compliance and implementation.

2. Conduct Initial Scoping Session
a. Key transition team members will meet to review and outline all program requirements with County decision makers. The team will outline program objectives, key contractual requirements, timelines, and important milestones, as well as to assign specific responsibilities related thereto.

3. Discuss Procurement
a. Republic Services already has the vehicles needed to service the County. b. Containers for residential and commercial customers are already deployed in the service area.

Labeling of containers with accepted material type will be completed within the SB 1383 timeline.

Operationally, color -compliant carts and containers will be delivered to all customers according to SB1383 requirements and timeline.

4. Develop Routes
a. Our Operations Managers in Huntington Beach and Anaheim are responsible for the management of our current operations for the County. Our operations team has already taken safety hazards, security access, and geography into consideration to develop route structures and sheets. The team is constantly reviewing routes to improve efficiencies and put safety first.

5. Provide Community Communication and Education:
a. Site Visits: Republic's has recycling coordinators, who will be responsible for outreach, education, and completing assessments to establish proper recycling service levels. Commercial customers will be broken down into two -segments: multi -family and commercial businesses. Each commercial and multi -family customer will receive a tailored site assessment to establish services levels, container needs, and space restrictions.
b. Targeted Outreach: Initial outreach to AB341 and AB 1826 non-compliant Commercial and Multi- family customers will be emphasized to increase participation and diversion. SB 1383 compliance will be achieved through robust education and outreach. c. Marketing Collateral: Republic has a full marketing department creating and producing materials for the program. We will roll out an initial mailer to describe the new programs followed by an annual newsletter. Newsletters and mailers will be provided to each residence describing what material type can be placed in which containers.

6. Ongoing Compliance
a. Residential Three -cart System: Residential compliance with existing and emergent regulations is gained primarily through a three -cart system and the distribution of new carts that are appropriately colored and labeled, as well as the inclusion of food waste with yard waste in the green/organics cart. b. Tracking: Customer data will be collected through a combination of interactive applications, Republic's website, toll free and local numbers for customers, the Company's waste representatives, and mail -back programs.
c. Driver Feedback: We will use collection drivers' notes on contamination levels to identify potential training opportunities and provide businesses easy tips and pointers to reduce contamination. d. Route Reviews and Audits: The results of the reviews and audits will be collected in a central data base and be made available to the County of Orange for reporting purposes. Out of compliance customers will be provided with additional education materials. e. Reporting: Republic Services provides annual reporting as required by SB 1383. 2021 Exclusive Franchise Agreement
112

ATTACHMENT 1 b

Attachment C
APPENDIX 5

OUTREACH AND EDUCATION PLAN
Implementation of SB 1383 will require a comprehensive education and outreach program. Republic supplies the necessary tools (proper containers) and resources (educational outreach, customer access to information, technical assistance and training) to its customers. We also perform monitoring activities and provide reporting.

Our Commercial Approach
Our Huntington Beach and Anaheim Divisions already service multifamily and commercial businesses in the Unincorporated Franchise Areas 2 (Yorba Linda, Placentia and Buena Park), 4 (Fountain Valley) and 7-A (John Wayne Airport). We will provide the following services to meet legislative requirements for AB 939, AB 341, AB 1826, and SB 1383:

1. Field Staff: Customer engagement and diversion objectives will be the ongoing focus of Republic's recycling coordinators who will be charged with spending time in the field working with customers. This approach will assist the County in its move towards zero waste by:
a. Increasing recycling participation rates from program outset and improving them over the term of the Agreement through a focused understanding of the operations of various business types and create internal programs that shape external results.
b. Ensuring communications, outreach, training, and education regarding zero waste, waste reduction and prevention, reuse, and recycling are easy to understand. c. Create a sustainable program to support its customers in making logistical decisions concerning management of discarded materials from the time the Agreement is signed through the entire term to achieve and sustain program momentum and results.

2. Initial Site Visits and Assessments: Recycling Coordinators will target businesses that generate a high volume of organics material and will work in phases to maximize business participation and recycling performance. d. Businesses will receive an introductory letter describing the organics program, state regulations, and need for compliance/ implementation.
e. During the initial site visit, our recycling coordinators will recommend an organics collection service level and formalize next steps for cart or container delivery and service implementation. When performing the site visit, the recycling coordinator will assess businesses on a case-by-case basis to create an individualized program that is tailored to each business. They will use an audit form to accumulate all data from site visits and provides a brief summary report that can be provided to the customer.
f. For sit-down restaurants, outreach staff will focus on back -of -house collection and help train kitchen staff, bussers, and dishwasher staff to place materials in the correct container. g. For cafeterias, and fast-food style restaurants, our staff will address both back -of house and front -of - house collection to see if there are opportunities for adding proper signage or additional containers, as well as if the business could use compostable products to help prevent contamination. a. Following up with onsite business contacts in a timely manner is essential when launching a new collection service. After the containers are delivered and all training has been performed, the recycling coordinator will follow up with the business manager to review progress and provide additional educational support or resources as needed, including photos of contamination if applicable.

3. Multi -Family Education: Includes presentations and handouts on the importance of sorting properly and describing what materials go where.
a. Multi -Family Service Guide
b. Collection Point Posters
c. Meetings with Property Manager

4. Commercial Education: Compliance with State regulations will be the focus for this program along with maintaining clean recycling loads.
a. Commercial Service Guide: Contains information on proper sorting for trash, recycle, organics, as well as additional services available for proper disposal of hazardous material, hard -to -recycle material, and large project waste solutions.
2021 Exclusive Franchise Agreement
113

ATTACHMENT 1 b

Attachment C
b. Posters, Stickers, Flyers
c. Organics educational materials will highlight specific materials accepted in the program, such as clean food scraps, green waste, approved compostable paper products including cutlery and service -ware. d. Commercial Newsletter: Prepared and distributed on an annual basis. e. Waste Audits and Recycling Technical Assistance.
f. Presentations to Business Organizations.
g. Special Events: Republic will arrange for and staff a booth or table at County events to promote and distribute educational materials to promote source reduction, reuse, recycling, and composting, and to answer questions about collection services.

5. Monitoring: Republic will review lists of affected generators to ensure they are subscribing to and participating in the commercial programs. We will also identify and notify businesses that are not in compliance, as well as provide the proper technical assistance to ensure they have recycling and comply with the ordinance. All customer interactions and results will be tracked in a database.

6. Corrective Action Notices (Oops Tags): Increase the resolution of contamination issues by notifying customers in writing with a corrective action notice, declining to service contaminated containers, and imposing charges to customers for excessive contamination.

7. Reporting: Our team will be assigned to work within the County. Data will be handled through our internal systems and shared with the County.

8. Enforcement: Republic will identify businesses that are out of compliance and provide technical assistance efforts to recycle. If the business chooses not to comply, Republic will work with the County to develop appropriate solutions and potential enforcement to maintain and increase diversion and compliance over the contract term. Commercial businesses will be required to participate in recycling programs to support AB341 and AB 1826. Staff will work with the businesses to right size their disposal.

9. Commercial and Multi -Family Compliance: Compliance is gained through personalized outreach and recycling technical assistance to optimize recycling and service levels generally, and the implementation of a properly signed and colored three -container system. Republic will offer solid waste, recycling, and organic collection services with a variety of container sizes and service frequencies to meet multi -family and commercial community needs, up to six days per week. Collections in the following container sizes: 35, 65, and 95 -gallon cart; 2 to 3 cu. yards bins, and 10, 30, and 40 cu. yard roll off boxes; and 15, 20, 30, and 40 cu. yard roll off compactor receiver boxes for recyclable materials, trash, and green waste.

10. Ongoing Support: Republic recognizes that to maintain a successful organics collection program, it is essential to provide ongoing feedback and assistance. Therefore, Republic will contact commercial organics participants annually thereafter or as needed to address staff turnover and provide educational refreshers. Additionally, all outreach materials will be readily accessible on Republic's Orange County unincorporated website.

Our Single Family Approach
Republic Services recognizes the importance of aligning outreach plans and goals with the County of Orange to increase diversion and support the County's diversion goals for single family residents as well. Below is a list of tasks that Republic Services will accomplish to meet these goals.

1. Field Staff: Republic's recycling coordinators will be charged with spending time coordinating single family education and outreach activities as listed below.

2. Single Family Education and Outreach
a. Residential Services Guide: Outlines proper sorting of material for disposal with both text and images, proper handling of universal and hazardous wastes, proper cart set -out procedures collection schedule, holiday collection schedule, and additional resources for customers. b. Residential Newsletters. Annually distributed to inform residents about collection and waste reduction programs and as well as educational and topical issues. c. Community Event Notifications: Promoting seasonal community events, including neighborhood clean-up events, Christmas tree collection, and other collection events. d. Educational presentations to homeowner associations/HOA e. Posters and Informational Displays: Posters may be made available to post at local venues and community meeting places, such as libraries and community centers, to help educate public on collection and diversion initiatives.

3. Ongoing Outreach
a. Community/Compost Workshops: Republic will attend community workshops as an invited guest to promote and explain the collection and diversion programs. 2021 Exclusive Franchise Agreement
114

ATTACHMENT 1 b

Attachment C
b. Community Events: Republic will be involved in the community through County -sponsored, civic, and business events and activities.
c. School Education Programs: Available online with K-12 curriculum. d. Website: Available 24/7 on the web.
i. Republic Services website: Users can enter their address in order to receive information specific to them, including detailed explanation of programs and services available, and the ability to schedule pick-up, change service, or to identify the correct contact person within Republic Services for services requests.
ii. County Specific website: The website will be built and maintained specifically for the County of Orange, where County -specific content will be available, including a description of general services provided, Republic contact information, and hours of operation. The website will link to the County's webpage.
iii. Recycling Simplified website: Information and informative videos by material type are posted at RecyclingSimplified.com, along with a full recycling curriculum for grades pre -kindergarten through 12, developed for Republic by educators.

4. Education and Outreach Activity Schedule: The following schedule summarizes Republic's primary education and outreach activities.

Sample Outreach Materials
Item
New Program Guide
Annual Newsletters
Franchisee Website
Information "How To" Video
Billing Inserts
Corrective Action Tag Notice
Educational Presentations
Education Booths
Large Venue Events
Print Materials
Multimedia Resources
Meetings with Property
Managers & HOA's
Waste Audits
Residential
0 •
0 •
0 •
0 •
0 0
MF & Comm
0 0
1 0
0 •
0 •
0 0
0 0
•
Frequency
One-time, direct mail
Annually -include information about waste reduction
programs
24/7 — "How -To" information educational links
Ongoing — video educating on new programs &
services available
Quarterly — To provide additional information on
required mandates
As needed — Driver to directly communicate
contamination issues
As needed — Host community events to emphasize
and educate residents and businesses
As needed — at County events to promote & distribute
proper handling of recyclable materials
As needed — Recycling Coordinators will provide
assistance to provide input on waste station placement
Upon request — Posters, stickers, brochures for
customer education
Ongoing — Recycling Simplified links for multimedia
outreach
As needed — Meeting to assess services needed and
implement new programs
Annually & as needed — Waste characterizations
offered by Recycling Coordinators to identify
recyclable material generated on site
Technical Assistance
0 Ongoing & upon request — To monitor recycling &
organics bins for continued participation of new
programs
2021 Exclusive Franchise Agreement
115

ATTACHMENT 1 b

Attachment C
Sample Cart/Bin Labels
cnr. irmir + ur wan I.3 AND IN MOW lI nAr n lu i u COMPLY WITH 58 1383 1 Tr. Ilk
Sample Commercial Recycling Flyer
714,911
f..
w
41;
momallri
Sample Oops Tag
2021 Exclusive Franchise Agreement
Sample Commercial Cart/Bin Food Waste Label
=on 7. 05,17 .Mi[[[n [k... a Urn,!G
ts0
Loa

ORGANIC
ORGANIC°
ample Commercial Recycling Brochure
•
.
• 1.'.1. h•.. -, .'....[
�isr�i-� �:izss
ett
Corium:' �l
Recycling,
SeNice
Sample Special Events Flyer
116

477—
ATTACHMENT 1 b

Attachment C
APPENDIX 6

RECORD KEEPING AND REPORTING
A. GENERAL
Franchisee shall maintain such accounting, statistical, and other records related to its performance under this Agreement as shall be necessary to develop the reports required by this Agreement or Orange County Code. Franchisee agrees to conduct data collection, information and record keeping, and reporting activities needed to comply with applicable laws and regulations and to meet the reporting and Discarded Materials Collection, Processing, and Disposal program management needs of the County. At the written direction or approval of County, the records and reports to be maintained and provided by Franchisee in accordance with this Appendix and other Articles of the Agreement may be adjusted in number, format, and frequency, if required to comply with State or federal regulatory or reporting requirements.

Information from Franchisee's records and reports can be used to, among other things:
• Determine and set Rates and evaluate the financial efficacy of operations; • Evaluate past and expected progress toward achieving the Franchisee's Landfill Disposal reduction or goals and objectives;
• Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under Applicable Law;
• Determine needs for adjustment to programs;
• Evaluate Customer service and Complaints; and,
• Determine Customer compliance with AB 341, AB 1826, and SB 1383 statutes and corresponding regulations; and, any subsequent State -mandated Landfill Disposal reduction, Recycling, recovery, or Diversion statutes, regulations, or other requirements.

B. RECORD KEEPING
1) General. Franchisee shall maintain Customer contact data, Customer service, accounting, statistical, operational, and other records related to its performance as shall be necessary to provide reporting required by this Agreement and Applicable Law and to demonstrate compliance with this Agreement and Applicable Law (such as, but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, and SB 1383 statutes and corresponding regulations).

Record keeping and reporting requirements specified in this Agreement shall not be considered a comprehensive list of reporting requirements. In particular, this Appendix 6 is intended to highlight the general nature of records and reports and their minimum content and is not meant to comprehensively define the scope and content of the records and reports that Franchisee is required to maintain and report by Applicable Law or this Agreement. Upon written direction or approval of County, the records and reports required by Franchisee in accordance with this and other Articles of the Agreement shall be adjusted in number, format, or frequency.

Franchisee shall maintain adequate records, and corresponding documentation, of information required by Sections C and D of this Appendix, such that the Franchisee is able to produce accurate monthly and annual reports and is able to provide records to verify such reports. Franchisee will make these records available and provide to the County any record or documentation necessary for the County to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, and SB 1383 statutes and corresponding regulations; and, other current or future federal, State, or local statutes and regulations, as amended. Upon request by the County, Franchisee shall provide access to Franchisee's requested records in a timely manner, not to exceed five (5) Business Days from the time of County's request to Franchisee. 2) Record Retention and Security. Records shall be maintained in forms and by methods that facilitate flexible use 2021 Exclusive Franchise Agreement
117

ATTACHMENT 1 b

Attachment C
of data contained in them to structure reports, as needed, pursuant to this Appendix. Franchisee's records shall be stored in one central location, physical or electronic, that can be readily accessed by Franchisee. County reserves the right to require the Franchisee to maintain the records required herein through the use of a County -selected web - based software platform, at Franchisee's expense. Unless otherwise required in this Appendix, Franchisee shall retain all records and data required to be maintained by this Agreement for the Term of this Agreement plus five (5) years after its expiration or earlier termination.

Records and data shall be in chronological and organized form and readily and easily interpreted. Franchisee 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 Franchisee utilizes its computer systems to comply with record keeping and reporting requirements under this Agreement, Franchisee 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. 3) Maintenance of Financial and Operational Records. Franchisee shall maintain financial and operational records in accordance with Section 9.4.
4) CERCLA Defense Records. Franchisee shall maintain data retention and preservation systems which can establish where Solid Waste Collected in the County was landfilled (and therefore establish where it was not landfilled) and provide a summary copy of the reports required in Appendix 6, Section E for not less than five (5) years following the termination of this Agreement, and agrees to notify County Director before destroying such records thereafter.

At any time, including after the expiration of the Term hereto, Franchisee shall provide copies of such records to County in the form required by County, which may be in an electronic format. Franchisee shall continue to retain records for five (5) years after the term during which Collection services are to be provided pursuant to this Agreement. Franchisee agrees to notify the County's Risk Manager and the County Attorney at least ninety (90) days before destroying such records. The requirements of this section shall survive the expiration of the Term of this Agreement.
5) Compilation of Information for State Law Purposes. Franchisee shall maintain accurate records for its operation, including, but not limited to, Discarded Materials quantities Collected and quantities Transported to or Transferred to each Approved/Designated Facility, listed separately by material type, Customer type, and Facility. Records shall be maintained in such form by methods that facilitate the use of data for the production of reports as needed.

Franchisee will make these records available and provide to the County any record or documentation necessary for the County to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, AB 1595, and SB 1383 statutes and corresponding regulations; and, other current or future local, federal or State statutes and regulations, as amended.

C. Audits and Inspection by County
At a mutually agreed upon time during normal business hours, but within five (5) work days of a written request, Franchisee shall make available to the County for examination at reasonable locations within the County the Franchisee's data and records with respect to the matters covered by this Agreement and the Orange County Code.

Franchisee shall permit the County, or its designee, to audit, examine, and make excerpts or transcripts from such data and records, and make audits of all data relating to all matters covered by this Agreement and the Orange County Code.

Franchisee shall maintain such data and records in an accessible location and condition for a period of not less than five (5) years following the County's receipt of final payment under this Agreement unless the County agrees in writing to an earlier disposition. The County, or its designee, shall maintain the confidentiality of the Franchisee's Customer list and other proprietary information, to the extent allowed by law.

D. Reporting - General
1) General Purpose. Reports are intended to compile recorded data into useful forms of information that can be used by the County. All reports shall be adequate to meet County's current and future reporting requirements to CalRecycle, including but not limited to AB 939, AB 341, AB 1826, and SB 1383 statutes and corresponding regulations, or any other State or federal agency statutes and regulations throughout the Term of this Agreement. 2021 Exclusive Franchise Agreement
118

ATTACHMENT 1 b

Attachment C
2) Failure to Report. Failure of Franchisee to comply with the reporting requirements as set forth in this Section may result in an assessment of Liquidated Damages in accordance with the Liquidated Damages provision in Section

9.3 of this Agreement. Franchisee's repeated failure to submit reports, and/or failure to submit reports on time, may be deemed an event of default and may result in the termination of the Agreement at the discretion of the County Contract Administrator or Director, in accordance with Section 11.1 of this Agreement. 3) Report Format
County shall provide to Franchisee the format for each report submittal not later than thirty (30) days prior to the due date for such report. If County fails to specify the format as required, Franchisee shall use the report format specified for the prior reporting period.
4) Submittal Process. All reports shall be submitted to the County, or as directed by the County Contract Administrator or Director. Reports shall be submitted electronically via email or uploaded to a document sharing platform agreed upon by the Parties. County reserves the right to require the Franchisee to maintain records and submit the reports required herein through use of a County -selected web -based software platform, at the Franchisee's expense.

Monthly reports shall be submitted within fifteen (15) days after the end of the reporting month; and annual reports shall be submitted within forty-five (45) days after the end of the reporting year.

E. Reporting - Monthly Reports
Monthly reports shall be submitted by Franchisee to County and shall include the following information pertaining to the most recently -completed calendar month. In addition, each monthly report shall include a year-to-date summary page that includes the data submitted from the monthly report(s) submitted in the calendar year prior to the submittal of the current monthly report. Franchisee shall report the information included in the following subsections. 1) Tonnage Report
a. Franchisee shall report the total quantities in Tons of Discarded Materials Collected, Transferred, Processed, and Disposed by the Franchisee, all of which shall be based on actual certified scale weights for each load, if available, or similarly accurate methodology pursuant to weighing protocols in Section AC of Appendix 1-E.

Tonnage shall be reported separately by:
i. Material type, which shall include, at a minimum, separate reporting of Source Separated Recyclable Materials, SSGCOW, Mixed Waste, Gray Container Waste, and any other type of Discarded Material separately Collected by Franchisee (including, but not limited to: Bulky Items, dirt, rock, metals, cardboard, wood waste, Reusable Items, Salvageable Materials, etc.); ii. Customer/sector type (Single -Family, Multi -family, Commercial Roll -off); and, iii. Approved Facility and Facility type.
b. Report Residue level and Tonnage for all Discarded Materials processed, listed separately by material type Collected and Approved Facility(ies) used.
c. Source Separated Recyclable Materials Tonnage Marketed, by commodity, and including average commodity value for each, and Processing Residue Tonnage Disposed, listed separately by material type Collected and Approved Facility(ies) used.
d. Documentation of all Discarded Materials exported out of State, as provided in 14 CCR Sections 18800 through 18813.
e. A summary of abandoned materials incidents, including: total number of incidents, the address of each incident, and a copy of all abandoned materials reports submitted to the County pursuant to Section 6.12 of this Agreement.
2021 Exclusive Franchise Agreement
119

ATTACHMENT 1 b

Attachment C
2) Collection and Subscription Report
a. Number of Containers at each Service Level by Customer Type and program, including:
i. A summary of the total gallons of Cart service, cubic yards of Bin service, and pulls; and cubic yards or Tons of Drop Box and Compactor service by Customer Type. ii. Calculation of the average volume of service received per: Single -Family Dwelling Unit (separately identifying Dwelling Units in a duplex, triplex, or fourplex); Multi -Family Dwelling Unit; and, Commercial Customer.
b. A summary of Customer subscription data, including the number of accounts; the number of Customers subscribing to each Cart, Bin, and Roll -Off Service Level listed separately for Single -Family, Multi -Family, and Commercial and separately for each type of Discarded Material; and the number of Bulky Items Collections performed.
c. List of all Commercial and Multi -Family Customers with a Gray Container Waste or Mixed Waste Service Level of two (2) cubic yards of service capacity per week or more. Such list shall include each such Customer's service address and Gray Container Waste, Mixed Waste, Source Separated Recyclable Materials, and SSGCOW Service Levels.
d. Number of Bulky Item/Reusable Materials Collection events by Customer Type. 3) Contamination Monitoring Report
Option 1: Hauler Route Reviews
The Franchisee shall submit the following information regarding contamination monitoring Hauler Route reviews conducted pursuant to Section 5.6 of this Agreement:
a. The number of Hauler Route reviews conducted pursuant to Section 5.6 of this Agreement; b. Description of the Franchisee's process for determining the level of contamination; c. Summary report of non -Collection notices, and courtesy Collection notices issued, which for each notice shall include the date of issuance, Customer name, and service address. d. A record of each inspection and contamination incident, which shall include, at a minimum - Name of the Customer
ii. Address of the Customer
iii. The date the contaminated Container was observed
iv. The staff who conducted the inspection
v. The total number of violations found and a description of what action was taken for each vi. Copies of all notices issued to Generators with Prohibited Container Contaminants vii. Any photographic documentation or supporting evidence. e. Documentation of the total number of Containers Disposed of due to observation of Prohibited Container Contaminants;
f. Any other information reasonably requested by the County or specified in contamination monitoring provisions of this Agreement.

Option 2: Waste Evaluations
The Franchisee shall submit the following information regarding waste evaluations conducted pursuant to Section 2021 Exclusive Franchise Agreement
120

ATTACHMENT 1 b

Attachment C

5.6 of this Agreement:
a. A description of the Franchisee's process for conducting waste evaluations. b. Documentation of the results of the waste evaluation studies, including information on and the number of targeted Hauler Route reviews conducted as a result of the waste evaluations. The documentation shall at a minimum include: dates of the studies; the location of the Facility where the study was performed; Hauler Routes from which samples were collected, and number of Generators on those Hauler Routes; the source sector (Customer type) of the material (Single -Family, Multi -Family, or Commercial); number of samples collected; total sample size (in pounds); weight of Prohibited Container Contaminants (in pounds); ratio of Prohibited Container Contaminants to total sample size; and, any photographic documentation taken or other physical evidence gathered during the process
c. Copies of all notices issued to Generators with Prohibited Container Contaminants. d. Documentation of the number of loads or Containers where the contents were Disposed due to observation of Prohibited Container Contaminants, including the total weight of material disposed, and proof of consent from the County to dispose of such material if given in a form other than this Agreement. e. Any other information reasonably requested by the County or specified in contamination monitoring provisions of this Agreement.
4) Customer Service Report
a. Number of Customer calls listed separately by complaints and inquiries (where inquiries include requests for service information, Rate information, etc.). For Complaints, list the number of calls separately by category (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims). These complaints and inquiries shall be documented and reported separately from SB 1383 Regulatory non-compliance complaints or other regulatory non-compliance complaints.
b. Number of missed or incomplete Collections reported in total, and per one thousand (1,000) Service Opportunities in the County, presented in a graph format, which compares total missed Collections in the County during the current report period to total missed Collections in the County in past reporting periods. c. Number of new service requests for each Customer type and requested service(s). d. Franchisee shall maintain a record of all SB 1383 Regulatory non-compliance complaints and responses pursuant to Section 9.2 of this Agreement and submit the following information:
i. Total number of complaints received and total number of complaints investigated ii. Copies of documentation recorded for each complaint received, which shall at a minimum include the following information:
a. The complaint as received;
b. The name and contact information of the complainant, if the complaint is not submitted anonymously;
c. The identity of the alleged violator, if known;
d. A description of the alleged violation; including location(s) and all other relevant facts known to the complainant;
e. Any relevant photographic or documentary evidence submitted to support the allegations in the complaint; and,
f. The identity of any witnesses, if known.
iii. Copies of all complaint reports submitted to the County, pursuant to Section 9.2 of this Agreement. iv. Copies of all investigation reports submitted to the County pursuant to Section 9.2 of this Agreement, which shall include at a minimum.
2021 Exclusive Franchise Agreement
121

ATTACHMENT 1 b

Attachment C
a. The complaint as received;
b. The date the Franchisee investigated the complaint;
c. Documentation of the findings of the investigation;
d. Any photographic or other evidence collected during the investigation; and, e. Franchisee's recommendation to the County on whether or not the entity investigated is in violation of SB 1383 Regulations based on the Franchisee's investigation. 5) Education Program Report
The monthly status of activities identified in the annual public education plan described in Appendix 5 of this Agreement.
6) Discarded Materials Evaluation Reports
In accordance with Appendix 1-E, Franchisee shall provide reports of evaluations of Discarded Materials conducted at Approved Facilities.

F. Annual Reports
In addition to the monthly reporting requirements in this Appendix 6, the Franchisee shall provide an Annual Report, covering the most recently -completed calendar year, in accordance with the format and submittal requirements of this Appendix. The Annual Report shall include the information in the following subsections. 1) Collection and Subscription Report
a. A summary of all data provided in the Tonnage report and Diversion report sections, including quarterly and annual totals and averages.
b. The type(s) of Collection service(s) provided, a list of all Hauler Routes serviced, and a record of the addresses served on each Hauler Route.
c. A summary of Customer subscription data, including the number of accounts; the total number of Generators enrolled with Franchisee for service, listed separately by service level and Container type (Cart, Bin, and Roll - Off service), separately by Single -Family, Multi -Family, and Commercial Customers, and separately for each type of Discarded Material; and the number of Bulky Items Collections performed. d. A detailed list of Single -Family, Multi -Family, and Commercial Customer information, including Gray Container Waste, Mixed Waste, Source Separated Recyclable Materials, and SSGCOW Service Levels, Customer type, and Customer service addresses reflecting Customer Service Levels as of December 1 (for the year in which the report is submitted).
2) Public Education and Outreach Report
a. A copy of all education and outreach materials provided to Generators, or otherwise used for education and outreach efforts in accordance with Section 7.4 of the Agreement, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings. b. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a list that includes: the Generator's name or account name, the type of education or outreach received; the distribution date, and the method of distribution.
c. The number of Organic Waste Generators and Commercial Edible Food Generators that received information and the type of education and outreach used.
d. For any mass distribution through mailings or bill inserts, the Franchisee shall maintain a record of the date, a copy of the information distributed, and the type and number of accounts that received the information. 2021 Exclusive Franchise Agreement
122

ATTACHMENT 1 b

Attachment C
e. A copy of electronic media, including the dates posted of: social media posts, e-mail communications, or other electronic messages.
f. A summary of the status of the annual education plan of the reporting year, including activities conducted and the quantitative and/or qualitative results of those activities.

The annual public education plan required by Section 7.4 of the Agreement shall be submitted to the County at least sixty (60) days prior to January 1 of each Contract Year. g.
h. Franchisee shall maintain a record of all technical assistance efforts conducted pursuant to Section 7.5 of the Agreement, including:
i. The name and address of the Customer/Generator receiving technical assistance, and account number, if applicable.
ii. The date of any technical assistance conducted and the type of technical assistance, including, but not limited to: waste assessments, compliance assessments, direct outreach, workshops, meetings, events, and follow-up communications.
iii. A copy of any written or electronic educational materials distributed during the technical assistance process.
3) Compliance Monitoring and Enforcement Report
a. A summary of the total number of SB 1383 Regulatory non-compliance complaints that were received and investigated, and the number of Notices of Violation issued based on investigation of those complaints, in accordance with Section 9.2 of the Agreement.
b. The total number of Hauler Route reviews conducted pursuant to Section 5.6 of the Agreement. c. The number of inspections conducted by type for Commercial Edible Food Generators, and Commercial Businesses.
d. A copy of written and/or electronic records and documentation for all audits, studies, compliance reviews, and all other inspections conducted pursuant to Section 5.6 of the Agreement. e. The number of Commercial Businesses that were included in a compliance review performed by the Franchisee per Section 7.7(B), and the number of violations found and corrected through compliance reviews; including a list with each Generator's name or account name, address, and Generator type. f. The total number of Notices of Violation issued, categorized by type of Generator. g. The number of violations that were resolved, categorized by type of Generator. h. Copies of all Notices of Violation and educational materials issued to non-compliant Generators. 4) Food Recovery Program Support
a. The total number of Generators classified as Tier One and Tier Two Commercial Edible Food Generators located within the Franchise Area.
b. The number of Food Recovery Services and Food Recovery Organizations located and operating within the County that contract or have written agreements with Commercial Edible Food Generators for Food Recovery. c. The number of Generators participating in the Edible Food recovery program, as described in Section 7.6 of the Agreement.
d. Option: Franchisee participates in Collection of Edible Food: Documentation of the total pounds of Edible Food recovered in the previous calendar year, a list of partner Food Recovery Organizations or Food Recovery Services that recovered the Edible Food, and copies of donation weight logs, Food Recovery contracts and written agreements, and any other documentation of donation or transportation activities between the Franchisee and the Food Recovery Organization or Food Recovery Service. e. Option: Franchisee provides financial support directly to the organizations; Documentation of any financial 2021 Exclusive Franchise Agreement
123

ATTACHMENT 1 b

Attachment C
support given by the Franchisee directly to Food Recovery Organizations or Food Recovery Services, including receipts, invoices, or other documentation relevant to the type of support provided. f. Option: If Franchisee supports the County's Edible Food Recovery capacity planning or compliance reviews:

The results of the quarterly or other frequency examinations of Hauler Routes to identify Commercial Edible Food Generators with food recovery and donation opportunities, pursuant to Section 6.5 of the Agreement. The findings shall include the number of Commercial Edible Food Generator Customers participating in a food recovery program, the number of Commercial Edible Food Generator Customers not participating in a Food Recovery program, and the reasons for participation or non -participation if gathered during the review. 5) Vehicle and Equipment Inventory

1. A list of all vehicles used in performing services under this Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage at December 31.

2. If applicable, the name, physical location, and contact information of each entity, operation, or facility from whom the RNG was procured.

3. If applicable, the total amount of RNG procured by the Franchisee for use in Franchisee vehicles, in diesel gallon equivalents (DGE), including copies of any receipts, invoices, or other similar documentation evidencing procurement. In addition to the amount procured, Franchisee shall include the total amount actually used in Franchisee vehicles in the calendar year, if these values are different. 6) Customer Revenue Report
Provide a statement detailing gross receipts from all operations conducted or permitted pursuant to this Agreement in accordance with Article 10 of this Agreement.

G. Additional Reports
1) Upon Incident Reporting. County reserves the right to request additional reports or documents in the case of unforeseen events or additional requirements imposed upon the County. The Franchisee shall provide the requested reports, documents, or information within ten (10) Business Days upon receipt of the request or within a timeframe determined by the County Contract Administrator, which shall not to exceed ten (10) days. 2) AB 901 Reporting. At County's option, County may require that Franchisee provide the County copies of Franchisee's AB 901 reports on a regular basis or within ten (10) Business Days of the request. 3) Facility Capacity Planning Information. County may require Franchisee to provide County with information of available Organic Waste Processing capacity for any Approved Processing Facilities, where available capacity may include identification of monthly Tons of additional Organic Waste such Approved Facilities have the ability to receive within permitted limits. Franchisee shall respond to County within 60 days of County's request for information regarding available new or expanded capacity, and, at County's option, may be required to submit reports on a more regular basis. If Franchisee uses a Subcontractor to perform some or all of the Facility -related services required by this Agreement, Franchisee shall secure any County -requested Facility capacity planning information from its Subcontractor(s). The annual Facility capacity planning report shall comply with the following:
a. Include reports of current throughput and permitted capacity and available capacity for SSBCOW and SSGCOW Processing for any Facility in the County that processes SSBCOW and/or SSGCOW. Existing capacity may include identification of monthly Tons of additional Source Separated Recyclable Materials, SSGCOW, SSBCOW, and/or Mixed Waste capacity such Facility has the ability to receive within permitted limits.
b. Include description of potential new or expanded Processing capacity at those Facilities, operations, and activities for Processing of SSBCOW and/or Organic Materials, including information about throughput and permitted capacity necessary for planning purposes.
2021 Exclusive Franchise Agreement
124

ATTACHMENT 1 b

Attachment C
c. Be submitted using a form or format approved by the County Contract Administrator.

H. Customized Reports.

County reserves the right to request Franchisee to prepare and provide customized reports from records Franchisee is required to maintain. The Franchisee shall provide any reports required by this Agreement in a format requested by the County. The Franchisee shall upload data and reports using the required data management tool or software requested by the County.
2021 Exclusive Franchise Agreement
125

ATTACHMENT 1 b

Attachment C
APPENDIX 7

FRANCHISE AREA SPECIFIC PROGRAMS
A. RESIDENTIAL COMPOST GIVEAWAY
Franchisee shall conduct a compost give-away event annually at no additional charge. Compost will be pre - bagged in one -yard bags or mutually agreed upon by the County and Franchisee. 2021 Exclusive Franchise Agreement
126

ATTACHMENT 1 b

TO: CITY COUNCIL
VIA: CITY ADMINISTRATOR
FROM: FIRE CHIEF
DATE: SEPTEMBER 20, 2022
Placentia City Council

AGENDA REPORT
SUBJECT: AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT WITH DENNIS GRUBB AND ASSOCIATES, LLC. FOR FIRE PREVENTION/FIRE

MARSHAL SERVICES FOR PLACENTIA FIRE AND LIFE SAFETY

DEPARTMENT
FISCAL
IMPACT: $100,000 — Department Contract Services (103066-6290), with at least 80% of revenue generated by fire inspection and permit fees offsetting this expense.

SUMMARY:

On June 4, 2019, the City Council voted to establish the Placentia Fire & Life Safety Department (PFLSD). As part of that decision, the City Council directed the City Administrator to take the necessary steps to implement the Department, which includes taking steps to ensure that buildings within city limits are regularly inspected for fire safety. On October 4, 2021, a Professional Services Agreement (PSA) was executed with Dennis Grubb and Associates, LLC (DGA) to provide the PFLSD with various fire prevention related services including, but not limited to, fire plan review, fire prevention inspections, and acting as the City's Fire Marshal.

The PSA with DGA originally included a two (2) year contract term with the contract amount of $24,500 which was approved under the purview of the City Administrator's signature authority.

DGA began fire prevention services in January 2022, and due to the backlog of inspections due within the City, as well as taking over other Fire preventative responsibilities, PFLSD required an an increase in the contract to $50,000 in March 2022, to $100,000 in May 2022, and $150,000 in July 2022.

However, the backlog still exists and PFLSD is in the process of hiring a Fire Marshal and expects to have a Fire Prevention Specialist on board by the end of 2022. Therefore, in order to continue providing timely inspection and fire preventions services, PFLSD is recommending to increase the amended contract amount with DGA to an additional $100,000, bringing the contract total to $250,000, as specified in Amendment 4 (Attachment 1).
1■g.

Sept 20, 2022

City Council Agenda
September 20, 2022

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Approve Amendment No. 4 to the Professional Services Agreement with Dennis Grubb and Associates LLC. to increase the compensation from $150,000 to $250,000; and

2. Authorize the City Administrator to execute the necessary documents, in a form approved by the City Attorney.

STRATEGIC PLAN STATEMENT:

This item is consistent with the City Council approved 5 -Year Strategic Goal to Ensure that Public Safety Continues to be a High Priority, under Objective 2.8 which is to endeavor to maintain and improve Fire Department compliance.

DISCUSSION:

Fire prevention services are an integral part of a full-service municipal fire department. The State of California determines that certain businesses require fire inspections as part of their ongoing operations. The PFLSD was not initially set up to independently begin these inspections or review fire plans without utilizing the services of an experienced consultant. When the initial contract was drafted, several fire prevention agencies were contacted to submit proposals, and ultimately Dennis Grubb and Associates, LLC was awarded a contract due to their pricing and record of excellent service within Orange County.

The aforementioned contract will fulfill a temporary role until such time as the PFLSD is able to recruit an in-house Fire Marshal and Fire Prevention Specialist. Ultimately, the goal is to have DGA support in-house PFLSD staff on an "as needed" basis until such time as PFLSD can complete the backlogged inspections for the City.

To continue their support during this divisional stand up period, Staff recommends increasing the contract award by $100,000 to allow DGA to provide the needed fire inspection support services.

No other changes to the agreement are proposed, nor is the rate of compensation paid under the existing terms of the agreement.

FISCAL IMPACT:

The fiscal impact of the proposed contract amendment is $100,000. This impact will be offset by the updated Fire Fee Schedule which has been designed to recover at least 80% of the inspection and permit fees. Accordingly, the updated fee schedule, implemented on July 1, 2022, for fire prevention services will recover the costs of in-house staff and support by DGA. To date, the City has collected over $96,000 in fees and expects to invoice for an additional $20,000 for fire plan and inspection related services in September 2022.

City Council Agenda
September 20, 2022

Prepared by:

Crystal Adams
Management Analyst
Reviewed and approved:

Jennifer Lampman
Director of Finance
Attachments:

1. Amendment No. 4
Associates

2. Amendment No. 3
Associates

3. Amendment No. 2
Associates

4. Amendment No. 1
Associates

5. Original Professional
evie ed and approved:
(t
on Dobine
Chief
wed and approved:

Fir
Revi
DanileiArrula
City Administrator
to Professional Services Agreement with
to Professional Services Agreement with
to Professional Services Agreement with
to Professional Services Agreement with
Dennis Grubb and
Dennis Grubb and
Dennis Grubb and
Dennis Grubb and
Services Agreement with Dennis Grubb and Associates

AMENDMENT NO. 4 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 4 ("Amendment") to Professional Services Agreement is made and entered into effective the 20th day of September, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT").

CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, on March 1, 2022 the Parties executed Amendment No. 1 to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. The Parties executed Amendment No. 2 on May 3, 2022 to increase the CONSULTANT'S compenstation from $50,000.00 to $100,000.00. The Parties executed Amendment No. 3 on July 19, 2022 to increase the CONSULTANT'S compensation from $100,000.00 to $150,000.00. The parties now seek to increase CONSULTANT'S compensation from $150,000 to $250,000.00 to continue to address the large backlog of work to be completed.
(iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 4 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and ATTACHMENT 1

supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 4 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 4 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 4 to the Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
By: By:

Dennis Grubb, Consultant Damien R. Arrula, City Administrator ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney
ATTACHMENT 1

AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 3 ("Amendment") to Professional Services Agreement is made and entered into effective the 19th day of July, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, on March 1, 2022 the Parties executed Amendment No. 1 to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. The Parties executed Amendment No. 2 on May 3, 2022 to increase the CONSULTANT'S compenstation from $50,000.00 to $100,000.00. The parties now seek to increase CONSULTANT'S compensation from $100,000 to $150,000.00 to continue to address the large backlog of work to be completed.
(iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed One Hundred Thousand Dollars ($150,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 3 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No ATTACHMENT 1

amendment or other modification of the Agreement, as modified by this Amendment No. 3 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 3 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 3 to the Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT
By:

Dennis Grubb, Consultant

CITY OF PLACENTIA
By:

Damien R. Arrula, ity Administrator
ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO fOR1U17-----)
Christian L. Bettenhausen, City Attorney

ATTACHMENT 1

AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 2 ("Amendment") to Professional Services Agreement is made and entered into effective the 3rd day of May, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, on March 1, 2022 the Parties executed Amendment No. 1 to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. The parties now seek to increase CONSULTANT'S compensation from $50,000 to $100,000.00 to continue to address the large backlog of work to be completed. (iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed One Hundred Thousand Dollars ($100,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 2 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No.

ATTACHMENT 1