Agenda packet — Placentia City Council, June 16, 2026 (part 10 of 13)

1113

City of Placentia / Republic Waste Services Franchise Agreement 3310 14.9 Non -Waiver Provision
3311 Failure of either Party to exercise any of the remedies set forth herein within the time periods provided 3312 for shall not constitute a waiver of any rights of that Party with regard to that failure to perform or 3313 subsequent failures to perform whether determined to be a breach, excused performance, or unexcused 3314 defaults by the other Party.
3315 14.10 Attorneys' Fees
3316 If either Party to this Agreement is required to initiate or defend or is made a party to any action or 3317 proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, 3318 in addition to any other relief that may be granted, whether legal or equitable, shall be entitled to 3319 reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and, in addition, a 3320 Party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, 3321 including taking depositions and discovery and all other necessary costs the court allows, that are incurred 3322 in such litigation. All such fees shall be deemed to have accrued on commencement of such action and 3323 shall be enforceable whether or not such action is prosecuted to judgment.

June 16, 2026

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1114

City of Placentia / Republic Waste Services
Franchise Agreement
3324 IN WITNESS WHEREOF, this Agreement is entered by the Parties hereto in Orange County, California on 3325 the day and year first above written.
3326
City of Placentia
A Charter City and Municipal Corporation
"CITY"
Mayor
City Administrator
Republic Waste Services of Southern
California, LLC.
atur
7 -pir P.`nde-N
Print Name of Signatory
evltwre
Date Title of Signatory
The Foregoing Agreement Has been
Reviewed and Approval Is Recommended:

Date
1/14 vt J
9 Signature
City Administrator Date Print Name of Signatory
Title of Signatory
APPROVED AS TO FORM:

City Attorney Date City Business License #
Resolution Number R-2026-33
ATTEST: Approved by City Council
City Clerk Date
June 16, 2026
Date

Page 91 ends

1115

FRANCHISE EXHIBITS
1116

EXHIBIT A:

DEFINITIONS
1117

EXHIBIT A

DEFINITIONS
For purposes of this Agreement, unless a different meaning is clearly required, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit:
"AB 341" means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 341]), also commonly referred to as "AB 341," as amended, supplemented, superseded, and replaced from time to time.
"AB 939" means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time.
"AB 1826" means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. "AB 2176" means the Large Venue Recycling Act (an act to amend Section 42911 of, and to add Chapter

12.7 (commencing with Section 42648) to Part 3 of Division 30 of, the California Public Resources Code, relating to Recycling), also commonly referred to as "AB 2176," as amended, supplemented, superseded, and replaced from time to time.
"Abandoned Waste" means Recyclable Materials, Organic Materials, Solid Waste, C&D, Excluded Waste, Bulky Items, or other materials that have been abandoned, littered, or illegally dumped in the public right of way or on public or City property.
"Administrative Fee" means the administrative fee set forth and more fully defined in Section 7.1.1. "Agreement" means this Agreement between the City and Contractor, including all Exhibits, and any future amendments hereto.
"Applicable Law" means all Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, and Processing of Recyclable Materials, Organic Materials, and Solid Waste that are in force on the Effective Date and as may be enacted, issued or amended during the Term of this Agreement. Applicable Law includes, but is in no way limited to, AB 939, AB 341, AB 1826, and SB 1383. "Approved C&D Facility" means the C&D facility(ies) identified in Exhibit M. "Approved Facility(ies)" means any one of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; and/or Approved Transfer Facility. "Approved Organic Materials Processing Facility(ies)" means the Organic Materials Processing Facility(ies) identified in Exhibit M.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-1
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EXHIBIT A

DEFINITIONS
"Approved Processing Facility(ies)" means any one of or any combination of the: Approved Recyclable Materials Processing Facility; and/or Approved Organic Materials Processing Facility. "Approved Recyclable Materials Processing Facility(ies)" means the Recyclable Materials Processing facility(ies) identified in Exhibit M.
"Approved Transfer Facility(ies)" means Transfer facility(ies) identified in Exhibit M. "Bin" means a Container with capacity of approximately one (1) to eight (8) cubic yards, with a hinged lid, and with wheels (where appropriate), that is serviced by a front end -loading Collection vehicle, including Bins with Compactors attached to increase the capacity of the Bin. "Black or Gray Container" means a Container where the lid of the Container is a black or gray color.

Hardware such as hinges and wheels on a Black or Gray Container may be any color. Black or Gray Containers shall be used for the purpose of storage and Collection of Solid Waste. "Blue Container" means a Container where the lid of the Container is a blue color. Hardware such as hinges and wheels on a Blue Container may be any color. Blue Containers shall be used for the purpose of storage and Collection of Source Separated Recyclable Materials, which includes non-putrescible and non- hazardous Recyclable wastes, such as cans, metals, plastics and glass, or as otherwise defined in 14 CCR Section 18982(a)(43).
"Brown Container" means a Container where the lid of the Container is a brown color. Hardware such as hinges and wheels on a Brown Container may be any color. Brown Containers shall be used for the purpose of storage and Collection of Source Separated Food Waste, and has the same meaning as in 14 CCR Section 18982.2(a).
"Bulky Item(s)" means discarded appliances (including non -industrial refrigerators that can be handled by two (2) people), furniture, tires, rolled and secured rugs and carpets less than six feet (6') long, mattresses, E -Waste, bundled and tied Yard Trimmings and/or wood waste, and similar large items which can be handled by two (2) people. Bulky Items require special Collection due to their size or nature, but can be Collected without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. Bulky Items must be generated by the Customer at the service address where the Bulky Items are Collected. Bulky Items do not include abandoned automobiles, large auto parts, trees, C&D, or items herein defined as Excluded Waste.
"Business Days" mean days during which the City offices are open to do business with the public. "California Code of Regulations (CCR)" means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (i.e., "14 CCR" refers to Title 14 of CCR).
"CalRecycle" means California's Department of Resources Recycling and Recovery.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-2
1119

EXHIBIT A

DEFINITIONS
"Cardboard" means corrugated fiberboard consisting of a fluted corrugated sheet and one (1) or two (2) flat linerboards, as is often used in the manufacture of shipping containers and corrugated boxes.

Cardboard is a subset of Recyclable Materials.
"Cart" means a plastic Container with a hinged lid and wheels that is serviced by an automated or semi - automated Collection vehicle. A Cart has capacity of twenty (20), thirty-five (35), sixty-four (64), or ninety- six (96) gallons (or similar volumes).
"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9600 et seq.).
"Change in Law" means any of the following events or conditions that have a material and adverse effect on the performance by the Parties for their respective obligations under this Agreement (except for payment obligations):

A. The enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the Effective Date.

B. The order or judgment of any governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error, or omission or lack of reasonable diligence of the City or of Contractor, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error, or omission or lack of reasonable diligence.
"City" means the City of Placentia, a charter city and municipal corporation, situated in Orange County, California, and all the territory lying within its boundaries, as presently existing or as such boundaries may be modified during the Term of this Agreement.
"City Administrator" means the City Administrator of the City or their designee. "City Council" means the duly elected representative council, or its successor municipal governing body, of the City.
"City Fees" means all fees payable to the City, identified and referenced in Article 7 of this Agreement. "City Limits" means the territorial boundaries of the City, together with all amendments and changes thereto.
"City Refuse and Recycling Coordinator Fee" means that fee as described in Section 7.2. "Collect" or "Collection" (or any variation thereof) means the act of taking possession of Recyclable Materials, Organic Materials, Solid Waste, Bulky Items, and other materials at the place of generation in the City.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-3
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EXHIBIT A

DEFINITIONS
"Commercial Business" or "Commercial" means a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, industrial facility, or a Multi -Family Residential Dwelling. A Multi -Family Residential Dwelling that consists of fewer than five (5) units is not a Commercial Business.
"Commercial Edible Food Generator" means Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generator, or as otherwise specified by 14 CCR Section 18982(a)(7). "Commercial Premises" means Premises upon which business activity is conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing and industrial operations, hotels, motels, and Multi -Family Dwellings. A Multi -Family Residential Dwelling that consists of fewer than five (5) units is not a Commercial Premises. Commercial Premises exclude Residential Premises upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property.
"Community Composting" means any activity that Composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost onsite at any one time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8).
"Compactor" means a mechanical apparatus that compresses materials together with the Container that holds the compressed materials or the Container that holds the compressed materials if it is detached from the mechanical compaction apparatus. Compactors include two- (2-) to eight- (8-) cubic yard Bin Compactors serviced by front-end loader Collection vehicles and ten- (10-) to forty- (40-) cubic yard Roll - Off Box Compactors serviced by roll -off Collection vehicles. "Complaint" means each written or orally communicated statement made by any Person, whether to the City or Contractor, alleging: (1) non-performance, or deficiencies in Contractor's performance, of its duties under this Agreement; (2) a violation by Contractor of this Agreement; or, (3) an SB 1383 non-compliance Complaint.
"Compostable Plastics" or "Compostable Plastic" means plastic materials that meet the ASTM D6400 standard for Compostability.
"Composting" or "Compost" (or any variation thereof) means a controlled biological decomposition of Organic Materials yielding a safe and nuisance free Compost product. "Confidential" means the definition for Proprietary Information. "Construction and Demolition Debris (C&D)" means discarded building materials, packaging, debris, and rubble resulting from construction, alteration, remodeling, repair, or demolition operations on any City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-4
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EXHIBIT A

DEFINITIONS
pavements, excavation projects, houses, Commercial buildings, or other structures, excluding Excluded Waste. Construction and Demolition Debris also includes rocks, soils, tree remains, and other Yard Trimmings that results from land clearing or land development operations in preparation for construction. "Consumer Price Index" or "CPI" means the Garbage and Trash Collection index (CUUR0000SEHG02) in U.S. city average, all urban consumers, not seasonally adjusted. "Container(s)" mean Bins, Carts, Compactors, and Roll -Off Boxes. "Contamination Processing Fee Notice" means the notice described in Section 4.11.1.E. "Contractor" means Republic Services Inc., a Delaware limited liability company, dba Placentia Disposal, organized and operating under the laws of the State and its officers, directors, employees, agents, companies, Related -Party Entities, affiliates, subsidiaries, and Subcontractors. "Contractor's Compensation" means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement, as described in Article 8. "Contractor's Contract Administrator" means the individual authorized by Contractor, as described by Section 5.7.D.1.
"County" means the County of Orange, a political subdivision of the State of California. "County Agreement" means that certain waste infrastructure system enterprise agreement, as the same may be amended from time to time, entered into among various Orange County cities, including specifically the City of Placentia and the County, relating to the use of County landfills for the Disposal of Solid Waste Collected in such cities, which is on file in the office of the City Clerk, as may be amended from time to time. Exhibit L is the current version of the County Agreement. "Courtesy Pick -Up Notice" means Contractor's notice to Customer(s), as described in Section 4.11.1.C. "Curb" or "Curbside" (or any variation thereof) means the cornered edging between the street and sidewalk. Curb or Curbside also means and describes the location of a Collection Container for pick-up, where such Container is placed on the street or alley against the face of the Curb, or where no Curb exists, the Container is placed not more than five (5) feet from the outside edge of the street or alley nearest the property's entrance.
"Customer" means the Person to whom Contractor submits its billing invoice to and collects payment from for Collection services provided to a Premises. The Customer may be either the Occupant or Owner of the Premises.
"Customer Account Information Database" means the Customer Account Information Database, as identified in Section 4.7.3, that shall be developed, maintained, and monitored in accordance with the requirements of this Agreement.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-5
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EXHIBIT A

DEFINITIONS
"Customer Type" means the Customer's sector category, including, but not limited to, Single -Family, Multi -Family, Commercial, Roll -Off Box, and City.
"Designated Disposal Facility(ies)" means the Orange County Landfills, which are owned and operated by County, that are Disposal Facilities.
"Designated Waste" Designated Waste consists of those substances classified as Designated Waste by the State, in Section 13173 of the California Water Code ((CA Water Code § 13173 (2017), as may be amended from time to time, and is defined as either of the following:

A. Hazardous Waste that has been granted a variance from Hazardous Waste management requirements, pursuant to Section 25143 of the Health and Safety Code.

B. Non -Hazardous Waste that consists of, or contains, pollutants that, under ambient environmental conditions at a waste management unit, could be released in concentrations exceeding applicable water quality objectives or that could reasonably be expected to affect beneficial uses of the waters of the State, as contained in the appropriate State water quality control plan. "Discarded Materials" means Recyclable Materials, Organic Materials, and Solid Waste placed by a Generator in a receptacle and/or at a location for the purposes of Collection by Contractor, excluding Excluded Waste.
"Disposal" or "Dispose" (or any variation thereof) means the final disposition of Solid Waste, or Processing Residue at a Disposal Facility.
"Disposal Facility(ies)" means a landfill, or other facility for ultimate Disposal of Solid Waste. "Divert" or "Diversion" (or any variation thereof) means to prevent Discarded Materials from Disposal at landfill or transformation facilities (including facilities using incineration, pyrolysis, distillation, gasification, or biological conversion methods) through source reduction, reuse, Recycling, Composting, anaerobic digestion, or other method of Processing, subsequent to the provisions of AB 939. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative (but not necessarily fully proven) techniques or technology that reduce Disposal risk, decrease costs, and/or are for other reasons deemed desirable by the City. "Dwelling Unit" means any individual living unit in a Single -Family Dwelling or Multi -Family Dwelling structure or building, a mobile home, or a motor home located on a permanent site intended for, or capable of being utilized for, Residential living, other than a hotel or motel. "Edible Food" means food intended for human consumption. For the purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-6
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EXHIBIT A

DEFINITIONS
Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this definition, the definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement. "Effective Date" shall mean the date upon which this Amended and Restated Agreement is finally approved, by resolution, of the City Council.
"E -Waste" means discarded electronic equipment including, but not limited to, televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsimile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices. Some E -Waste or components thereof may be Hazardous Waste or include Hazardous Substances and thus require special handling, Processing, or Disposal. "Excluded Waste" means Hazardous Substances; Hazardous Waste; Infectious Waste; Designated Waste; volatile, corrosive, biomedical, infectious, biohazardous, and toxic substances or material; waste that Contractor reasonably believes would, as a result of or upon Disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including land use restrictions or conditions; waste that cannot be Disposed of in Class 111 landfills; and waste that, in Contractor's reasonable opinion, would present a significant risk to human health or the environment, cause a nuisance, or otherwise create or expose Contractor or the City to potential liability. Excluded Waste does not include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include Used Motor Oil and Filters, or household batteries when properly placed for Collection by Contractor, as set forth in this Agreement. "Federal" means belonging to or pertaining to the federal government of the United States. "Field Supervisor" means the individual authorized by Contractor, as described by Section 5.7.D.2. "Flow Control" means the City's right to direct Solid Waste to a facility of the City's choosing. "Food Recovery" means actions to Collect and distribute food for human consumption that otherwise would be Disposed, or as otherwise defined in 14 CCR Section 18982(a)(24). "Food Recovery Organization" means an entity that primarily engages in the Collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery, either directly or through other entities, including, but not limited to:

A. A food bank, as defined in Section 113783 of the Health and Safety Code.

B. A nonprofit charitable organization, as defined in Section 113841 of the Health and Safety Code.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-7
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EXHIBIT A

DEFINITIONS
C. A nonprofit charitable temporary food facility, as defined in Section 113842 of the Health and Safety Code.

If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement. "Food Recovery Service" means a Person or entity that Collects and Transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery; or as otherwise defined in 14 CCR Section 18982(a)(26). "Food Scraps" means those Discarded Materials that will decompose and/or putrefy including: (i) all kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking, or handling of food stuffs; (iii) fruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings, and other Compostable Organic Waste common to the occupancy of Residential Dwelling Units. Food Scraps are a subset of Food Waste.

Food Scraps shall include, but not be limited to, those materials listed in Exhibit N. "Food -Soiled Paper" means Compostable paper material that has come in contact with Food Scraps or liquids, such as, but not limited to, Compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons. Food -Soiled Paper shall include, but not be limited to, those materials listed in Exhibit N.
"Food Waste" means Source Separated Food Scraps, Food -Soiled Paper, and Compostable Plastics. Food Waste is a subset of Organic Materials.
"Force Majeure" means those riots, wars, sabotage, civil disturbances, insurrections, acts of government agencies, labor disturbances (e.g., strikes), explosions, natural disasters (e.g., floods, earthquakes, landslides, tornados, and fires), and other catastrophic events that are beyond the reasonable control of Contractor. Force Majeure excludes: (i) the financial inability of Contractor to perform; (ii) the failure of Contractor to obtain any necessary permits or licenses from other governmental agencies; (iii) the failure to obtain the right, or the loss of the right, to use the facilities of any public utility where such failure is due in substantial part to the acts or omissions of Contractor; and (iv) the closure of an Approved Facility(ies) or a Designated Disposal Facility(ies).
"Franchise Fee" means the fee paid by Contractor to the City, as described in Section 7.1.1. "Generator" means any Person whose act or process produces Discarded Materials, as defined in the Public Resources Code, or whose act first causes Discarded Materials to become subject to regulation. "Green Container" means a Container where the lid of the Container is green in color. Hardware such as hinges and wheels on a Green Container may be any color. Green Containers shall be used for the purpose of storage and Collection of Source Separated Organic Materials.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-8
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EXHIBIT A

DEFINITIONS
"Gross Receipts" means all monies, fees, charges, considerations, and revenues received and charged by Contractor, in connection with, arising from, or in any way attributable to the Solid Waste handling services carried out by or on behalf of Contractor, pursuant to this Agreement. Gross Receipts include, without limitation, monthly Customer charges for Collection of Solid Waste, without subtracting Franchise Fees, fees imposed and collected pursuant to this Agreement, sums collected in connection with Temporary Services, late fees, and Transportation charges. Notwithstanding anything in the above definition to the contrary, for purposes of calculating Franchise Fees and Administrative Fees due to the City by Contractor, Gross Receipts shall be deemed to not include any revenues from the sale of Recyclable Materials.
"Hazardous Substance" means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances," "hazardous materials," "Hazardous Wastes," "toxic waste," "pollutant," or "toxic substances," or similarly identified as hazardous to human health or the environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) California Water Code §13050; (b) any amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste, or pollutant identified as hazardous or toxic or regulated under any other Applicable Law currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyls (PCBs), petroleum, natural gas, synthetic fuel products, and byproducts. "Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder.
"Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
"Household Hazardous Waste" or "HHW" means Hazardous Waste generated at Residential Premises within the City. HHW includes: paint, stain, varnish, thinner, adhesives, automobile products, such as old fuel, Used Motor Oil and Filter, Used Oil Filter, batteries, household batteries, fluorescent bulbs, tubes, cleaners and sprays, pesticides, fertilizers and other garden products, needles, syringes, and lancets. "Infectious Waste" means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-9
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EXHIBIT A

DEFINITIONS
facilities, and other similar establishments that are identified in Health and Safety Code Section 25117.5, as may be amended from time to time.
"Liquidated Damages" means the amounts due by Contractor for failure to meet specific quantifiable standards of performance, as described in Section 11.6. "Mulch" means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):

A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

B. Was produced at one or more of the following types of facilities:

1. A Compostable material handling operation or facility, as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility, as defined in 14 CCR Section 17852(a)(10).

2. A Transfer/Processing Facility or Transfer/Processing operation, as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7, Chapter 12.

3. A Solid Waste landfill, as defined in PRC Section 40195.1, that is permitted under 27 CCR, Division 2.
"Multi -Family" or "Multi -Family Dwelling" means any Residential Premises, other than a Single -Family Premises, with five (5) or more Dwelling Units used for Residential purposes (regardless of whether residence therein is temporary or permanent), including Premises combined in the same building with Commercial establishments, that receive centralized, shared, Collection service for all Dwelling Units on the Premises. Multi -Family Dwellings are billed to one (1) Customer at one (1) address. Customers residing in Townhouses, mobile homes, condominiums, or other structures with five (5) or more Dwelling Units who receive individual service and are billed separately shall not be considered Multi -Family Dwellings. "Municipal Code" means the City's Municipal Code and all uncodified ordinances duly adopted by the City, as amended from time to time.
"Non -Collection Notice" means the notice described in Section 4.11.1.D. "Occupant" means the Person who occupies a Premises.
"Organic Materials" means those Discarded Materials that the Generators set out in Green Containers for Collection for the purpose of Recycling or Processing by Contractor, excluding Excluded Waste. No Discarded Materials shall be considered Organic Materials unless such material is Source Separated from Recyclable Materials and Solid Waste. Organic Materials shall include, but not be limited to, those materials listed in Exhibit N. Organic Materials are a subset of Organic Waste.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-10
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EXHIBIT A

DEFINITIONS
"Organic Waste" means wastes containing material originated from living organisms and their metabolic waste products, including, but not limited to, food, Yard Trimmings, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively. "Original Agreement" means the "Agreement Between City of Placentia and Republic Waste Services of Southern California, LLC dba Placentia Disposal for Solid Waste Handling Services," and all amendments thereof.
"Owner" means the Person(s) holding legal title to real property and/or any improvements thereon, and shall include the Person(s) listed on the latest equalized assessment roll of the County Assessor. "Party" or "Parties" refers to the City and Contractor, individually or together. "Person(s)" means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal Person. "Premises" means any land or building in the City where Recyclable Materials, Organic Materials, or Solid Waste are generated or accumulated.
"Processing" or "Process" means to prepare, treat, or convert through some special method. "Processing Facility(ies)" means: (i) any plant or site used for the purpose of sorting, cleansing, treating, or reconstituting Recyclable Materials or Reusable Materials for the purpose of making such material available for Recycling or reuse; or, (ii) the facility for the Processing and/or Composting of Organic Materials.
"Prohibited Container Contaminants" means the following: (i) Discarded Materials placed in the Blue Container that are not identified as acceptable Recyclable Materials for the City's Collection program; (ii) Discarded Materials placed in the Green Container or Brown Container that are not identified as acceptable Organic Materials for the City's Collection program; (iii) Discarded Materials placed in the Black or Gray Container that are acceptable Recyclable Materials and/or Organic Materials and should be placed in the City's Blue Container, Green Container, or Brown Containers, or otherwise managed under the City's Collection program; and, (iv) Excluded Waste placed in any Container. "Proprietary Information" or "Proprietary" or "Confidential" means that information provided by Contractor to the City which is protected from disclosure by the California Public Records Act and meets that definition of Proprietary Information. Nothing shall be considered Proprietary that is required for reporting purposes to be submitted to the City in any report described in this Agreement. Contractor's Customer lists for Customers served under this Agreement are specifically not considered Proprietary for the purposes of this Agreement, but the City may protect such information from disclosure, consistent with the provisions of the Public Records Act.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-11
1128

EXHIBIT A

DEFINITIONS
"Public Street" means all City -owned and maintained paved areas between the normal Curb line of a roadway, including public parking lots, roadway dividers, and medians. "Rate" means the maximum amount, expressed as a dollar unit, approved by the City that Contractor may bill a Customer for providing services under this Agreement. A Rate has been established for each individual Service Level and the initial Rates for Rate Period Zero and Rate Period One are presented in Exhibit D. The Rates approved by the City are the maximum Rate that Contractor may charge a Customer and Contractor may, in its sole discretion, charge any amount up to and including the maximum Rate approved by the City.
"Rate Period" means a twelve (12) month period, commencing July 1 and concluding June 30. "Recovered Organic Waste Products" means products made from California, landfill -Diverted recovered Organic Waste Processed at a permitted or otherwise authorized operation or facility. Recovered Organic Waste Products includes those products as described in SB 1383, Public Resources Code Section 42652.5 or other Applicable Law.
"Recyclable Materials" means those Discarded Materials that the Generators set out in Blue Containers for Collection for the purpose of Recycling by Contractor, excluding exclude Excluded Waste. No Discarded Materials shall be considered Recyclable Materials unless such materials are Source Separated from Organic Materials and Solid Waste. Recyclable Materials shall include, but not be limited to, those materials listed in Exhibit N.
"Recycle" or "Recycling" means the Process of sorting, cleansing, treating, and reconstituting at a Recyclable Materials Processing facility materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for new, reused, or reconstituted products. Recycling includes Processes deemed to constitute a reduction of landfill Disposal, pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation, as defined in Public Resources Code Section 40201. "Related -Party Entity" means all businesses (including corporations, limited and general partnerships, and sole proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect ownership interests or common management. Related -Party Entities shall be limited to those businesses that are directly or indirectly involved in Contractor's performance of this Agreement. A Related -Party Entity shall include a business in which Contractor owns a direct or indirect ownership interest, a business which has a direct or indirect ownership interest in Contractor, and/or a business which is also owned, controlled, or managed by any business or individual that has a direct or indirect ownership interest in Contractor. For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the Effective Date of this Agreement, shall apply; provided, however, the: (i) "ten percent (10%)" shall be substituted for "fifty percent (50%)" in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and, (ii) Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-12
1129

EXHIBIT A

DEFINITIONS
constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Related -Party Entities shall be limited to those businesses that are directly or indirectly involved in the provision of service under this Agreement.
"Renewable Natural Gas" or "RNG" means gas derived from Organic Waste that has been Diverted from a landfill and Processed at an in -vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recover Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62). "Residential" means of, from, or pertaining to a Single -Family Premises or Multi -Family Premises, including Single -Family homes, apartments, condominiums, Townhouse complexes, mobile home parks, and cooperative apartments.
"Residue" means those materials which, after Processing, are Disposed rather than Recycled due to either the lack of markets for materials or the inability of the Processing Facility to capture and recover the materials.
"Reusable Materials" means items that are capable of being used again after minimal Processing.

Reusable Materials may be Collected Source Separated or recovered through a Processing Facility. "Roll -Off Box" means an open -top Container with a capacity of ten (10) to forty (40) cubic yards that is serviced by a roll -off Collection vehicle.
"SB 54" means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by the Governor on June 30, 2022, which amended Section 41821.5 of the Public Resources Code to add Chapter 3 (commencing with Section 42040) to Part 3 of Division 30. For the purposes of this Agreement, SB 54 does not include any implementing regulations developed by CalRecycle, as may be amended supplemented, superseded, and replaced from time to time. The CalRecycle adoption of SB 54 regulations shall be considered a Change in Law for the purposes of this Agreement. "SB 1016" means Senate Bill 1016 approved by the Governor of the State of California on September 26, 2008, which amended Sections 40183, 40184, 41783, 41820.6, 41821, 41850, 42921, and 42926 of, amended the headings of Article 4 (commencing with Section 41825) and Article 5 (commencing with Section 41850) of Chapter 7 of Part 2 of Division 30 of, added Sections 40127, 40145, 40150.1, 41780.05, 42921.5, and 42927 to, and repealed and added Section 41825 of, the Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time. "S131383" means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants. For the purposes of this Agreement, SB 1383 specifically refers to the Short -Lived Climate City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-13
1130

EXHIBIT A

DEFINITIONS
Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted on November 3, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.
"Self -Hauler" or "Self -Haul" means a Person who hauls Discarded Materials, recovered material, or any other material that such Person generates at their own Premises to another Person. Self -Hauler also includes a Person who back -hauls waste from Premises they own and operate using their own vehicles, employees, and equipment, as defined in 14 CCR Section 18982(a)(66)(A). "Service Level" means the size of a Customer's Container(s) and the frequency of Collection service. "Single -Family" means any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection service feasibly can be provided to such Premises as an independent unit, and the Owner or Occupant of such independent unit is billed directly for the Collection service. Single -Family includes Townhouses, and each independent unit of duplex, tri-plex, four-plex Residential structures, regardless of whether each unit is separately billed for their specific Service Level.

Multi -Family properties of five or more units that receive Single -Family Cart service are considered Single - Family if each unit is billed directly by Contractor.
"Solid Waste" means Solid Waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated thereunder. Excluded from the definition of Solid Waste are Excluded Waste, C&D, Source Separated Recyclable Materials, Source Separated Organic Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the California Public Resources Code, as may be amended from time to time. Solid Waste includes salvageable materials only when such materials are included for Collection in a Solid Waste Container and not Source Separated from Solid Waste at the site of generation.
"Source Separated" means the segregation, by the Generator, of materials designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. "Split -Bin" means a Bin that is split or divided into two (2) sections in order to segregate two (2) Source Separated Discarded Material types in one Container.
"State" means the State of California.
"Subcontractor" means a Party who has entered into a contract, express or implied, with Contractor for the performance of an act that is necessary for Contractor's fulfillment of its obligations for providing service under this Agreement. Vendors providing materials and supplies to Contractor shall not be considered Subcontractors.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-14
1131

EXHIBIT A

DEFINITIONS
"Sustainability Advisor" means the individual authorized by Contractor as described by Section 5.7.D.3. "Temporary Service(s)" shall mean Solid Waste handling services provided by Contractor on an as -needed and temporary basis to any Premises within the City in conjunction with construction, demolition, cleanup or other projects, by use of temporarily placed Bins or Roll -Off Boxes, excluding Self -Hauled waste. "Term" means the Term of this Agreement, including extension periods if granted, as provided for in Article 2.
"Tier One Commercial Edible Food Generator" means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Supermarket.

B. Grocery store with a total facility size equal to or greater than ten thousand (10,000) square feet.

C. Food service provider.

D. Food distributor.

E. Wholesale food vendor.

If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Agreement. "Tier Two Commercial Edible Food Generator" means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982:

A. Restaurant with two hundred fifty (250) or more seats, or a total facility size equal to or greater than five thousand (5,000) square feet.

B. Hotel with an onsite food facility and two hundred (200) or more rooms.

C. Health facility with an onsite food facility and one hundred (100) or more beds.

D. Large venue.

E. Large event.

F. A State agency with a cafeteria with two hundred fifty (250) or more seats or total cafeteria facility size equal to or greater than five thousand (5,000) square feet.

G. A local education agency with an onsite food facility.

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

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-15
1132

EXHIBIT A

DEFINITIONS
"Ton" or "Tonnage" means a unit of measure for weight equivalent to two thousand (2,000) standard pounds where each pound contains sixteen (16) ounces.
"Townhouse" means an attached or semi -attached Single -Family Premises within a group of attached or semi -attached Single -Family Premises, regardless of whether the Premises is billed individually or through a central account (e.g., homeowner association, property manager), wherein each Dwelling Unit maintains individual Collection service subscription, as determined in writing by the City Administrator. "Transfer" means the act of transferring the materials Collected by Contractor in its route vehicles into larger vehicles for Transport to other facilities for the purpose of Recycling or Disposing of such materials. "Transportation" or "Transport" means the act of conveying Collected materials from one location to another.
"Universal Waste" or "U -Waste" means all wastes as defined by Title 22, Subsections 66273.1 through 66273.9 of the California Code of Regulations. These include, but are not limited to, batteries, fluorescent light bulbs, mercury switches, and E -Waste.
"Working Days" means days on which Contractor is required to provide regularly scheduled Collection services under this Agreement.
"Yard Trimmings" means those Discarded Materials that will decompose and/or putrefy, including, but not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of Organic Materials resulting from normal yard and landscaping maintenance that may be specified in City Legislation for Collection and Processing as Organic Materials under this Agreement. Yard Trimmings does not include items herein defined as Excluded Waste. Yard Trimmings are a subset of Organic Materials.

Yard Trimmings placed for Collection may not exceed six inches (6") in diameter and three (3) feet in length and must fit within the Contractor -provided Container. Yard Trimmings shall include, but not be limited to, those materials listed in Exhibit N.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit A Page A-16
1133

EXHIBIT B:

DIRECT SERVICES
1134

EXHIBIT B:

DIRECT SERVICES
The following Exhibits (B1 through B5) describe the programs which, in aggregate, represent the direct services to be performed under this Agreement by Contractor.

Each of the following Exhibits (B1 through B5) present the programs to be provided to each Customer Type by Contractor. Within each program description are specific requirements for the:
• Type and size of Containers or Service Level to be offered by Contractor under each program; • Frequency of service to be offered by Contractor to Customers; • Location of service, including an indication of whether or not additional charges may apply if a Customer selects a location that is more costly to serve (e.g., back -yard service); • Materials that are acceptable or prohibited within the program; • Provision of additional services to the Customer if the standard Service Levels are inadequate, either on a regular or periodic basis, and an indication of whether or not additional charges may apply; and/or,
• Other requirements and considerations of the program.

Contractor shall provide the services for each program described in accordance with the specific program requirements detailed in Exhibits B1 through B5 and Contractor shall promote such programs using the public education and outreach methods described in Exhibit C.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B Page B-1
1135

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor -provided Containers one (1) time per week from Single -Family Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility(ies) for Processing.

Containers: Carts
Container Sizes: 35-, 64-, and 96 -gallons (or comparable sizes approved by the City). Standard Container size is 96 -gallon. 64- or 35 -gallon service shall be made available for no reduction in charge, upon request by Customer.

Service Frequency: One (1) time per week on the same day as Organic Materials and Solid Waste Collection services.

Service Location: Curbside or alley
Acceptable Materials: Recyclable Materials
Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste Additional Service: Single -Family Customers shall receive one standard (1) Recyclable Materials Cart and may request an unlimited number of additional Recyclable Materials Carts at no additional charge.

Other Requirements: Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.11, provided that Contractor leaves a Courtesy Pick -Up Notice or Non -Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non -Collection Notices and Courtesy Pick -Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in Contractor -provided Carts one (1) time per week from Single -Family Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility(ies) for Processing.

Containers: Carts
Container Sizes: 35-, 64-, 96 -gallons (or comparable size approved by the City). Standard Container size is 96 -gallon. 64- or 35 -gallon service shall be made available for no reduction in charge, upon request by Customer.

Service Frequency: One (1) time per week on the same day as Recyclable Materials and Solid Waste Collection service.

Service Location: Curbside
Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Single -Family Customers shall receive one standard (1) Organic Materials Cart.

Contractor shall provide additional Organic Materials Carts to Single -Family City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B1 Page B1-1
1136

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Customers upon request and may charge the appropriate Rate approved by the City.

Other Requirements: Kitchen pails, designed to contain Food Scraps prior to placement in the Customer's Organic Materials Cart, are to be made available for the Rate in the approved Rate schedule.

If Contractor's Approved Organic Materials Processing Facility(ies) accepts Compostable Plastic bags, Single -Family Customers may place Organic Materials in Compostable Plastic bags and then place the bagged Organic Materials into their Organic Materials Carts for Collection. Such bags must be labeled as "Compostable" by the manufacturer and certified by BPI. Contractor shall submit the required Compostable Plastic Processing notifications in accordance with Section 4.1.J and Exhibit F of the Agreement.

Contractor may refuse to Collect an Organic Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.11, provided that Contractor leaves a Courtesy Pick -Up Notice or Non -Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non -Collection Notices and Courtesy Pick -Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor -provided Carts one (1) time per week from Single -Family Customers and Transport all Solid Waste to the Designated Disposal Facility(ies) for Disposal.

Service Frequency: One (1) time per week on the same day as Recyclable Materials and Organic Materials Collection service.

Service Location: Curbside
Acceptable Materials: Solid Waste
Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Contractor shall provide additional Solid Waste Carts to Single -Family Customers upon request and may charge the appropriate Rate approved by the City.

Other Requirements: None

4. On -Call Bulky Item/Reusable Materials Collection
Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Single -Family Customers and Transport all Collected materials to the appropriate Approved Facility(ies) or Designated Disposal Facility(ies) for reuse, Processing, or Disposal.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B1 Page B1-2
1137

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Containers: Not applicable
Service Level: Up to eight (8) Bulky Items/Reusable Materials Service Frequency: Four (4) pickups per year per household Service Location: Curbside
Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, E Waste, and Solid Waste
Prohibited Materials: Food Scraps, Hazardous Substances, abandoned automobiles, trees, Excluded Waste, E Waste, C&D (including roofing, lumber, concrete, masonry, stucco, tile, carpet cuts), or any single item (e.g., large auto parts, etc.) that two (2) people cannot safely handle.

Additional Service: Contractor shall Collect additional acceptable materials (as described herein) that exceed the required Service Level (as requested by Customer) and may charge the appropriate Rates approved by the City for such additional service.

Other Requirements: Contractor shall provide the service to the Customer within a reasonable time, but not longer than seven (7) days of the Customer's requested service date, as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program, unless the materials cannot be reused or Recycled.

Contractor shall Process and Dispose of Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and, if none of the other options are practicable, (4) Dispose.

5. Holiday Tree Collection
Annually, on a mutually agreed-upon date between the City and Contractor not more than three (3) weeks after January 15t of each year, Contractor shall Collect Holiday trees from Single -Family Customers.

Customers are required to place the Holiday trees Curbside on the Customer's regularly scheduled Collection day. Holiday trees must be removed from stands; cut into lengths no longer than four feet (4'); and, be free of ornaments, garlands, tinsel, flocking, or other decorations. Contractor shall not be required to Collect Holiday trees that do not meet the aforementioned criteria. Contractor shall affix a Non - Collection Notice to any non -Collected tree informing the Customer of the reason(s) for Non -Collection.

Contractor may charge Rates to return and Collect a previously non -Collected Holiday tree that has been corrected and set out. Contractor shall deliver all Collected Holiday trees to the Approved Organic Materials Processing Facility(ies) for Processing.

Holiday tree Collection services shall be provided at no additional cost to the City or the Customer.

6. Alternative Service Location for Disabled Single -Family Customers Contractor shall allow for Persons that have a disability, as defined by the Americans with Disabilities Act (which means Public Law 101-336, 104 Stat. 327, 42 U.S.C. 12101-12213 and 27 U.S.C. 225 and 611, and all Federal rules and regulations relating thereto) that are Occupants of Single -Family Premises to receive City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B1 Page B1-3
1138

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Collection services at a location other than Curbside at no extra charge to the Customer. Contractor shall review all applications (which shall include statements from physicians) made by Customers to determine conformance with this exemption provision and shall grant exemptions, if applicable. Contractor shall make reasonable accommodations with regard to provision of and servicing of Containers (e.g., Container size and type, placement of Containers for Collection, etc.) at no additional cost to the Customer. Upon Customer request, Contractor may make such alternative service locations available to Single -Family Customers that do not have a disability (as defined herein) for an additional, City -approved Rate. Any dispute regarding a Customer's eligibility of this service shall be resolved by the City Administrator.

7. Sharps Waste Collection
If requested to do so by the City, or otherwise required by law, Contractor shall design a program for the Collection of used needles (the "Sharps Collection Program") that the City Administrator finds satisfactory and approves. Contractor shall be responsible to ensure the Sharps Collection Program complies with all applicable laws and regulations. It is anticipated that any Sharps Collection Program, at a minimum, will allow for Customers to mail used needles to a specific Collection location, in specialized packaging provided by Contractor, and/or deliver used needles to a location designated by Contractor in or near the City. If a Sharps Collection Program is implemented, and if necessary in order to ensure that Contractor is reasonably compensated for the additional costs incurred in implementing such a program, Contractor and the City shall meet and confer in good faith to determine a reasonable adjustment to the Rates set forth in Exhibit D.

8. Temporary Service
Contractor shall provide exclusive Temporary Service to Customers upon request for Collection of Solid Waste, Recyclable Materials, and Organic Materials. Contractor shall deliver a temporary Bin to a Customer by the following Working Day (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A), if requested by 12:00 noon; otherwise, delivery shall be no later than the second Working Day following the request. Rates for Temporary Service are listed separately in the approved Rate schedule.

9. Curbside Grease Collection Program
If ever required by the applicable sanitation district or other regulatory agency, Contractor shall design a program for the Collection of grease, fat, oils, and similar waste generated from household cooking activities (the "Curbside Grease Collection Program") that the City Administrator finds satisfactory and approves. Contractor shall be responsible to ensure the Curbside Grease Collection Program complies with all applicable laws and regulations. If a Curbside Grease Collection Program is implemented, and if necessary in order to ensure that Contractor is fairly compensated for any additional costs incurred in implementing such a program, Contractor and the City shall meet and confer in good faith to determine a fair and reasonable adjustment to the Rates set forth in Exhibit D.

10. Residential Non -Controlled Medication Collection Program Contractor will assist the City in increasing awareness of medication takeback programs provided by local City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B1 Page B1-4
1139

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
pharmacies or other government entities. Promotional activities will include: posting on Contractor's website, including information in the annual brochures/mailings mailed to each Residential Customer, and submitting press releases to local news outlets.

Additionally, if requested to do so by the City, or otherwise required by law, Contractor shall design and present a program to the City for the Collection of unused non -controlled medicines (the "Non -Controlled Medication Collection Program") that the City Administrator finds satisfactory and approves. Contractor shall be responsible to ensure any Non -Controlled Medication Collection Program complies with all applicable laws and regulations. It is anticipated that any Non -Controlled Medication Collection Program, at a minimum, will allow for Customers to mail unused medication (excepting controlled substances) to a specific Collection location, in specialized packaging provided by Contractor, and/or deliver unused medication (excepting controlled substances) to a location designated by Contractor in or near the City. If a Non -Controlled Medication Collection Program is implemented, and if necessary in order to ensure that Contractor is fairly compensated for the additional costs incurred in implementing such a program, Contractor and the City shall meet and confer in good faith to determine a fair and reasonable adjustment to the Rates set forth in Exhibit D.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B1 Page B1-5
1140

EXHIBIT B2

MULTI -FAMILY RESIDENTIAL SERVICES

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor -provided Containers from Multi -Family Customers receiving Solid Waste Bin service in accordance with the approved Rate schedule and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility(ies) for Processing.

Containers/Frequency:

Service Location:

Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

Carts, Bins, Roll -Off Boxes, and Compactors. Sizes and service frequencies as defined in Exhibit D.

To avoid potential safety concerns, and in accordance with the Municipal Code, the service location will be designated by the Customer, subject to Contractor confirmation of the service location to ensure safe Collection operations at the Multi -Family Premises.

Recyclable Materials
Organic Materials, Solid Waste, Excluded Waste
Special pick-ups requested by a Customer, on Working Days other than their regularly scheduled Collection day, shall be available at an approved additional charge, according to the Rates in Exhibit D.

Contractor shall make contact with each and every Multi -Family Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Multi -Family Customer at the same time that Contractor delivers Solid Waste Containers.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and service Containers (additional charges may apply, according to the Rates in Exhibit D).

Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.11, provided that Contractor leaves a Courtesy Pick -Up Notice or Non -Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non -Collection Notices and Courtesy Pick -Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

2. Organic Materials Collection
Contractor shall Collect Organic Materials in Contractor -provided Containers not less than one (1) time per week from Multi -Family Customers in accordance with the approved Rate schedule and Transport all Organic Materials to the Approved Organic Materials Processing Facility(ies) for Processing.

Containers/Frequency: Container sizes and service frequencies as defined in Exhibit D.

Service Location:

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B2 Page B2-1
1141

EXHIBIT B2

MULTI -FAMILY RESIDENTIAL SERVICES
Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

Organic Materials (including Yard Trimmings and Food Waste) Recyclable Materials, Solid Waste, Excluded Waste
Special pick-ups requested by a Customer, on Working Days other than their regularly scheduled Collection day, shall be available at an approved additional charge, according to the Rates in Exhibit D.

Contractor shall make contact with each and every Multi -Family Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials Containers to each and every Multi -Family Customer at the same time that Contractor delivers Solid Waste Containers.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charges may apply).

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor -provided Containers not less than one (1) time per week from Multi -Family Customers in accordance with the approved Rate schedule and Transport all Solid Waste to the Designated Disposal Facility(ies) for Disposal.

Containers/Frequency: Container sizes and service frequencies as defined in Exhibit D.

Service Location:

Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

Solid Waste
Recyclable Materials, Organic Materials, Excluded Waste Special pick-ups requested by a Customer, on Working Days other than their regularly scheduled Collection day, shall be available at an approved additional charge, according to the Rates in Exhibit D.

Contractor shall make contact with each and every Multi -Family Customers to determine appropriate Container sizes and service frequency.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B2 Page B2-2
1142

EXHIBIT B2

MULTI -FAMILY RESIDENTIAL SERVICES

4. Bulky Item/Reusable Materials Collection
Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Multi - Family Customers and Transport all Collected materials to the appropriate Approved Facility(ies) or Designated Disposal Facility(ies) for reuse, Processing, or Disposal.

Containers:

Service Level:

Service Frequency:

Service Location:

Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

Not applicable
Multi -Family Premises with Cart Service receive the same Service Level as Single - Family. Multi -Family Premises with Bin Service receive eight (8) Bulky Items per Dwelling Unit in each Multi -Family complex per year.

Multi -Family Premises with Cart Services — Three (3) times per year. Multi -Family with Bin Service upon Customer request, at Rate in Exhibit D.

Curbside for Multi -Family Premises with Cart services. Default is Curbside for Multi -Family Premises with Bin service, or if Curbside is not applicable or causes safety concerns, at a mutually agreed-upon location by Customer and Contractor.

Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, E Waste, and Solid Waste.

Food Scraps, Hazardous Substances, abandoned automobiles, trees, Excluded Waste, C&D, including roofing, lumber, concrete, masonry, stucco, tile, carpet cuts, or any single item (e.g., large auto parts, etc.) that two (2) people cannot safely handle.

Contractor shall provide additional Bulky Item/Reusable Materials Collections to Multi -Family Customers, and shall Collect additional Acceptable Materials (as described herein) that exceed the required Service Level (as requested by Customer), and may charge the appropriate Rates approved by the City for such additional service.

Contractor shall provide the service to the Customer within one (1) Working Day of the Customer's requested service date, or as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program unless the materials cannot be reused or Recycled. Contractor shall Process and Dispose of Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and, if none of the other options are practicable, (4) Dispose.

5. Holiday Tree Collection
Annually, on a mutually agreed-upon date between the City and Contractor not more than three (3) weeks after January 15t of each year„ Contractor shall Collect Holiday trees from Multi -Family Customers.

Contractor shall offer each Multi -Family property Owner or manager the option to receive un - Containerized Christmas tree Collection service Curbside, or from designated location at the Multi -Family Premises, as mutually agreed upon between Contractor and the property Owner or manager, at no additional charge. Contractor shall offer each Multi -Family property Owner or manager the option to City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B2 Page B2-3
1143

EXHIBIT B2

MULTI -FAMILY RESIDENTIAL SERVICES
receive separate Containers for Holiday tree Collection service in Bins or Roll -Off Boxes, for which Contractor shall provide at the Rates in the approved Rate schedule.

Holiday trees must be removed from stands; cut into lengths no longer than four (4) feet; and, be free of ornaments, garlands, tinsel, flocking, or other decorations. Contractor shall not be required to Collect Holiday trees that do not meet the aforementioned criteria and/or are not placed at the agreed upon Collection location and time period. Contractor shall affix a Non -Collection Notice to any non -Collected Holiday tree informing the Customer of the reason(s) for Non -Collection. Contractor may charge Rates to return and Collect a previously non -Collected Holiday tree that has been corrected and set out.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B2 Page B2-4
1144

EXHIBIT B3

COMMERCIAL SERVICES

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor -provided Containers from Commercial Customers subscribing to Recyclable Materials Collection service in accordance with the approved Rate schedule and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility(ies) for Processing.

Containers/Frequency:

Service Location:

Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

Carts, Bins, Roll -Off Boxes, and Compactors. Sizes and service frequencies as defined in Exhibit D
To avoid potential safety concerns, and in accordance with the Municipal Code, the service location will be designated by the Customer, subject to Contractor confirmation of the service location to ensure safe Collection operations at the Commercial Premises.

Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Commercial Customer at the same time that Contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Recyclable Materials services by the City or has demonstrated to the City that it is Diverting Recyclable Materials through subscription with another City -approved hauler, or other City -approved method.

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in Contractor -provided Containers not less than one (1) time per week from Commercial Customers in accordance with the approved Rate schedule and Transport all Organic Materials to the Approved Organic Materials Processing Facility(ies) for Processing.

Containers/Frequency: Carts, Bins, Roll -off Boxes, and Compactors. Sizes and service frequencies as City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B3 Page B3-1
1145

Service Location:

Acceptable Materials:

Prohibited Materials:

Additional Service:

Other Requirements:

EXHIBIT B3

COMMERCIAL SERVICES
defined in Exhibit D
To avoid potential safety concerns, and in accordance with the Municipal Code, the service location will be designated by the Customer, subject to Contractor confirmation of the service location to ensure safe Collection operations at the Commercial Premises.

Organic Materials (including Yard Trimmings and Food Scraps) Recyclable Materials, Solid Waste, Excluded Waste
Special pick-ups requested by a Customer, on Working Days other than their regularly scheduled Collection day, shall be available at an approved additional charge.

Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials Containers to each and every Commercial Customer at the same time that Contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Organic Materials services by the City or has demonstrated to the City that it is Diverting Organic Materials through subscription with another City -approved hauler, or other City -approved method.

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor -provided Containers not less than one (1) time per week from Commercial Customers in accordance with the approved Rate schedule and Transport all Solid Waste to the Designated Disposal Facility(ies) for Disposal.

Containers/Frequency: Carts, Bins, Roll -off Boxes, and Compactors. Sizes and service frequencies as defined in Exhibit D
Service Location: To avoid potential safety concerns, and in accordance with the Municipal Code, the service location will be designated by the Customer, subject to Contractor confirmation of the service location to ensure safe Collection operations at the Commercial Premises.

Acceptable Materials: Solid Waste
Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on Working Days other than their regularly scheduled Collection day, shall be available at an approved additional City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B3 Page B3-2
1146

EXHIBIT B3

COMMERCIAL SERVICES
charge. Such additional picks -ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency.

Contractor shall, at Customer's request, annually refurbish, replace, and steam clean, as necessary, all Bins and Roll -off Boxes at no charge to Customers; provided, however, the City may require the steam cleaning or replacement of Containers utilized at restaurants, bars, and grocery stores/markets more frequently, if it determines such action is needed to protect public health and safety. Additional steam cleaning shall be provided to any Customers who request it at a charge not to exceed the Rate set forth in Exhibit D hereto, or alternatively Contractor shall provide a replacement Bin/Roll-off Box to Customers at no charge.

4. Bulky Item/Reusable Materials Collection
Contractor shall Collect Bulky Items, reusable materials, and other materials described herein from Commercial Customers at the Rates included in Exhibit D and Transport all Collected materials to the appropriate Approved Facility(ies) or Designated Disposal Facility(ies) for reuse, Processing, or Disposal.

Containers:

Service Level:

Not applicable
Commercial Premises may request Bulky Item pickups at the Rates identified in Exhibit D. Twenty (20) item limit, per Collection, based on Rates identified in Exhibit D.

Service Frequency: There is no limit on the amount of Collection requests provided at Rates identified in Exhibit D.

Service Location: Default is Curbside for Commercial Premises, or if Curbside is not applicable or causes safety concerns location, at a mutually agreed upon location by Customer and Contractor.

Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Organic Materials, E Waste and Solid Waste.

Prohibited Materials: Food Scraps, Hazardous Waste, abandoned automobiles, trees, Excluded Waste, special waste, or any single item (e.g., large auto parts) that two (2) people cannot safely handle.

Additional Service: N/A
Other Requirements: Contractor shall provide the service to the Customer within seven (7) Working Days of the Customer's requested service date, as mutually agreed upon by the Customer and Contractor. Customer may request pickup of a maximum of twenty (20) Bulky Items at each pick-up, charged at Rates in Exhibit D. Contractor shall not Dispose of materials Collected through the on-call Bulky Items/Reusable Materials Collection program unless the materials cannot be Reused or Recycled.

Contractor shall Process and Dispose of Bulky Items and Reusable Materials City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B3 Page B3-3
1147

EXHIBIT B3

COMMERCIAL SERVICES
Collected from Customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle, Process, or Compost; and, if none of the other options are practicable, (4) Dispose.

5. Roll -off Box Delivery
Contractor shall provide exclusive Roll -off Box service upon request for Collection of Solid Waste, Recyclable Materials, and Organic Materials. Contractor shall deliver a Roll -Off Box to a Customer within seventy-two (72) hours from the initial Customer request (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A). Rates for Roll -Off Box service are listed separately in the approved Rate schedule.

Failure to deliver a Roll -Off Box to a Customer by the timeframe established in this Exhibit B3, Section 5 may be subject to Liquidated Damages.

6. Temporary Service
Contractor shall provide exclusive Temporary Service to Customers upon request for Collection of Solid Waste, Recyclable Materials, and Organic Materials. Contractor shall deliver a Temporary Container to a Customer within seventy-two (72) hours from the initial Customer request (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A). Rates for Temporary Service are listed separately in the approved Rate schedule. Failure to deliver a Roll -Off Box to a Customer by the timeframe established in this Exhibit B3, Section 6 may be subject to Liquidated Damages.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B3 Page B3-4
1148

EXHIBIT B4

CITY SERVICES

1. Commercial Customer Services to City Facilities
Contractor shall Collect Recyclable Materials, Organic Materials, and Solid Waste from City facilities (including parks) in the same manner as those services are provided to Commercial Customers. Contractor shall provide designated personnel in accordance with Section 5.7.D of this Agreement. Contractor shall provide service to all existing City facilities identified in Exhibit B5, as well as any future City facilities established after the Effective Date. Contractor shall provide these services at no additional cost to the City. City facility service, as described by this Exhibit, shall include unlimited Roll -Off Box Collection service and periodic Bulky Item Collection. Contractor shall deliver Roll -Off Boxes within twenty-four (24) hours of City request. Contractor shall Collect, empty, and return Roll -Off Boxes within twenty-four (24) hours of City request. Contactor shall remove and not return Roll -Off -Boxes within twenty-four (24) hour of City request. Contractor shall provide City -sponsored event services, pursuant to Section 4.5 of the Agreement.

2. Emergency Services
Contractor shall provide emergency services (i.e., special Collections, Transport, Processing, and Disposal) at the request of the City Administrator in the event of major accidents, disruptions, or natural calamities.

Contractor shall be capable of providing emergency services within twenty-four (24) hours of notification by the City Administrator, or as soon thereafter as is reasonably practical in light of the circumstances. For any services that exceed the scope of services under this Agreement, Contractor shall be entitled to compensation at the emergency service Rates approved under this Agreement. The City shall have discretion in the method of such compensation between direct payments by the City and allowing such costs to be considered in the adjustment of Rates for the following Rate Period.

3. Shredding Event(s)
For Residential Customers, Contractor shall provide at least two (2) annual shredding event(s) free of charge. Contractor may require proof of residency at such event(s). The location of the event(s) shall be within the City and shall occur in the month specified by the City Administrator. The limit of shredded material accepted shall be three (3) standard office storage boxes per Residential Premises. Where appropriate, this limit may be waived by Contractor on a case-by-case basis.

4. Provision of Compost and Mulch Product
A. Annual Requirements. Contractor shall assist City to procure sufficient California -derived Compost product, Mulch, and/or RNG to meet City's requirement for Recovered Organic Waste Products of

0.08 Tons per capita per year, as specified in Applicable Law.

Contractor shall annually perform the following activities:

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B4 Page B4-1
1149

EXHIBIT B4

CITY SERVICES

1. Recovered Organic Waste Product(s) for City Use.

If requested by the City, Contractor shall provide to the City Recovered Organic Waste Product(s) to assist the City in achieving the City's Recovered Organic Waste Product purchasing requirements, as needed to comply with SB 1383. The City will notify Contractor as to the City's needs for delivery of Recovered Organic Waste Product(s) throughout each calendar year, including the desired quantity of each material. Contractor shall deliver Recovered Organic Waste Product(s) at an agreed upon date and time by the City Administrator to any accessible location within the City. The City will specify the material type to be provided and the quality specifications of the selected material type for any given application. Contractor shall be entitled to compensation for actual costs of providing Recovered Organic Waste Product(s). Contractor shall provide City with copies of supporting documentation, such as invoices for the purchase of Recovered Organic Waste Product(s) and Transportation invoices from providers that deliver the Recovered Organic Waste Product(s).

Supporting information and invoices shall align with the recordkeeping requirements of SB 1383 for inclusion in City records. The City shall remit compensation directly to Contractor through payment of invoices submitted by Contractor.

2. Compost Product/Mulch Give -Away Events. Contractor shall distribute an annual total of at least twenty (20) Tons (or a higher amount, if requested by the City) of Compost product and/or Mulch to City residents at no additional cost to the City or Customers at one (1) public Compost product/Mulch give-away event per contract year. The location, date, and time of such event shall be mutually agreed upon by Contractor and the City Administrator and may be held in conjunction with other City -approved events. Contractor shall deliver the loose Compost product/Mulch to the agreed-upon event location at no cost to the City. Contractor shall provide at least one (1) attendant for at least six (6) hours per event. Any Compost product and or Mulch given away to the community through this program shall count towards Contractor's obligations to provide City with the amount of Recovered Organic Waste Product required under SB 1383.

3. Use of RNG. Contractor shall use reasonable business efforts to use California -derived RNG in Collection vehicles. Contractor shall provide City with the necessary SB 1383 implementation record documentation if RNG is utilized.

4. Bulk Compost Product and/or Mulch for Private Uses. If the City is unable to use the full amount of Compost product, Mulch, or both, as acquired under Exhibit B4, Section 4.A.2 above, Contractor shall use best efforts to arrange the legal donation of the remainder of the City's Compost product/Mulch to other productive uses, at no additional cost to the City or Customers.

5. Other SB 1383 Compliant Methods. If requested by the City, Contractor, as part of the City's annual Recovered Organic Waste Product request, may utilize other methods approved by CalRecycle or applicable law to assist the City with achieving the procurement requirements, including provision of Organic Material to third parties through direct service provider agreements, purchase of procurement compliance attributes, or other methods of compliance that are approved by CalRecycle. Contractor shall provide City with copies of supporting documentation, such as invoices from third parties, for these arrangements, and any other information required for inclusion in the City's SB 1383 implementation record. The City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B4 Page B4-2
1150

EXHIBIT B4

CITY SERVICES
City shall remit compensation directly to Contractor through payment of monthly invoices submitted by Contractor.

B. SB 1383 Procurement. Contractor agrees that any Compost product, Mulch, or both, provided through this Agreement shall comply with the municipal procurement requirements of SB 1383, including being generated from California Organic Waste products, as defined by SB 1383, for each applicable material type.

Upon request by the City, Contractor shall develop a plan to assist the City in meeting its per capita Recovered Organic Waste Product procurement requirement for SB 1383.

C. Contractor Warranty of Recovered Organic Waste Products. Contractor shall provide assurance through the execution of a liability waiver stating that all Organic Waste products provided by Contractor and used within the City are free from pathogens and inorganic waste material that may be harmful to the health and welfare of the City and meet or exceed the physical contamination, maximum metal concentration, and pathogen density standards for land application specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). Contractor shall indemnify and hold harmless the City against any claims arising from contaminated Recovered Organic Waste Products provided by Contractor, as set forth in this section.

5. News Media Relations
Contractor shall notify the City Administrator by email of requests for news media interviews made to Contractor related to the Collection services program provided for in this Agreement within twenty-four (24) hours of Contractor's receipt of the request. Before responding to any media interview request, Contractor shall discuss Contractor's proposed response with the City Administrator.

Copies of draft news releases or proposed articles related specifically to the provision of Collection services within the City under this Agreement shall be submitted to the City for prior review and approval at least five (5) Business Days in advance of provision to such Persons, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor shall submit such materials to the City simultaneously with Contractor's submittal to such regulatory agency.

Copies of articles resulting from media interviews or news releases shall be provided to the City within five (5) Business Days after publication.

6. Waste Generation, Characterization, and Pilot Studies.

Contractor acknowledges that the City, CalRecycle, or other governmental agencies may wish to perform generation and characterization studies periodically with respect to materials covered under this Agreement. Contractor agrees to participate and cooperate with City and its agents and to perform studies and data collection exercises on mutually agreeable terms and time frames, as needed, to City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B4 Page B4-3
1151

EXHIBIT B4

CITY SERVICES
determine weights, volumes and composition of materials generated, Disposed, Diverted, or otherwise Processed.

Contractor that acknowledges that the County, in coordination with the City, is required by SB 1383 to conduct Organic Waste and Edible Food capacity planning studies. Contractor shall provide information to the City as needed for the City'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 Contractor's operations for the Collection, Transport, or Processing of Recyclable and Organic Materials; and any other information deemed necessary by the City or County for purposes of the study. Contractor shall respond to any request for information from the City within thirty (30) days, unless another timeframe is otherwise specified or authorized by the City.

Contractor acknowledges that the City may wish to conduct and/or participate in pilot studies related to the Customers and materials that are the subject of this Agreement. If the City requires Contractor to participate in any such a pilot study, Contractor and the City shall mutually agree on the scope of services to be provided by Contractor and the amount of compensation, if any, that the City will pay to Contractor for such participation. In any event, Contractor shall permit and in no way interfere with the Collection and handling of the subject materials by other Persons for such purposes.

7. Abandoned Item Collection
Contractor shall, free of charge, respond to calls from the City's Maintenance and Code Enforcement Divisions and its Police Department to provide Containers and Dispose of Bulky Items, Abandoned Waste, and other Solid Waste, as a result of illegal or unauthorized dumping, or other Code enforcement matters, occurring within the City. Contractor agrees that, if requested to provide such services in connection with abatement activities for which reimbursement is sought from the property Owner by the City through abatement liens or otherwise, Contractor shall provide billing information sufficient for the City to include it in its liens, and Contractor shall be paid at such time as the abatement lien is paid, or reimbursement is otherwise obtained by the City from the property Owner. Upon receipt of a call for service from the City made pursuant to this Section, Contractor shall advise City within four (4) hours as to when service will be provided, and, unless otherwise agreed by the City, service shall be provided within twenty-four (24) hours.

8. Large Venue and Event Assistance, Event Recycling
Contractor shall assist City planners of large venue events with reporting and planning needs to provide Recyclable Materials and Organic Materials Diversion, as may be useful in meeting the requirements of AB 2176 and SB 1383, and in lowering Disposal quantities generated at such events, at no additional charge.

9. Special City Projects
Contractor shall annually supply ten (10) fifteen- (15-) yard Roll -off Box Containers and ten (10) thirty- (30-) yard Roll -Off Box Containers per Rate Period for the Collection of Solid Waste, Recyclable Materials, and Organic Materials for special City projects at no additional charge to the City or Customers.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B4 Page B4-4
1152

EXHIBIT B4

CITY SERVICES
Dates and locations of special City projects shall be determined by the City. City staff shall inform Contractor of the date and location for each project.

All material Collected during special City projects shall be Transferred, Processed, and/or Disposed in accordance with SB 1383.

Any Containers for special City projects not utilized in a given year will carry forward to the following year for City use.

10. City Sponsored Events
Contractor shall provide Solid Waste, Source Separated Recyclable Materials, and Source Separated Organic Materials Collection and Disposal/Processing services for City -sponsored events, including, but not limited to, the City -sponsored events included in Exhibit B5, at no additional charge to the City or ratepayers. This shall include providing Discarded Material Containers (Carts, Bins, Roll -Off Boxes, and Cardboard waste boxes with liners) to Collect and Dispose of, or Process, all Solid Waste in compliance with SB 1383, where applicable.

11. Facility Tours
Contractor shall offer and promote to the community and the City's K-12 schools free educational tours of Contractor's local facilities.

12. Battery Recycling Program
Contractor shall provide and empty as many battery Recycling containers, as requested by the City, at up to four (4) City -selected City facilities for no additional cost. Contractor shall Collect and replace containers, upon the City's request, for proper Recycling of batteries. Contractor is responsible for proper handling, reporting, and record keeping for the battery Recycling program.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B4 Page B4-5
1153

EXHIBIT B5

CITY FACILITY LOCATIONS AND SPECIAL EVENTS
Initial List of City Service Locations*
110 S. Bradford Avenue — Fire Station No.1
143 S. Bradford Avenue — Placentia Senior Center
201 N. Bradford Avenue — Backs Community Building/ Kraemer Memorial Park 401 E. Chapman Avenue — Placentia City Hall
505 Jefferson Street — Placentia Champions Sports Complex 2997 E. La Jolla Street — Placentia Police Department's Property & Evidence Building 2995 E. La Jolla Street — Public Safety Center
2999 E. La Jolla Street — City Corporation Yard
900 S. Melrose Street — Whitten Community Center
1530 N. Valencia Avenue — Fire Station No. 2
731 S Melrose Street — Navigation Center
*Additional facilities to be added or removed by the City at any time.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B5 Page B5-2
1154

EXHIBIT B5

CITY FACILITY LOCATIONS AND SPECIAL EVENTS
City -Sponsored Events List
• Heritage Parade & Festival
• A Very Tamale Holiday Festival
• Taste of Placentia
• National Night Out
• Love Placentia or another City beautification event
• Easter Egg Excitement
• Concerts in the Park — up to eight (8) separate events during the Summer • Movies in the Park — up to eight (8) separate events during the Summer • Up to two (2) additional City -sponsored events to be determined by the City City of Placentia, June 16, 2026 Franchise Agreement, Exhibit B5 Page B5-2
1155

EXHIBIT C:

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
1156

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS

1. General Administration
The City has placed the utmost importance on effective public outreach and education in helping residents and businesses fully understand options for and benefits of source reduction, reuse, Recycling, and Composting. General provisions for public education and outreach are as follows:

A. Within 30 days of the Effective Date, and by May 1 of each following year during the Term of this Agreement, Contractor shall develop and submit an annual public education plan to promote the programs designed by the City and performed by Contractor under this Agreement. Each public education plan shall: (i) specify the target audience for services provided, include upcoming promotions for ongoing and known special events; (ii) identify program objectives, individual tasks, public education materials to be distributed, opportunities for expanded partnerships; and, (iii) provide a timeline for implementation. The City 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 City Administrator, which shall not be unreasonably withheld. Contractor shall meet with the City Administrator to present and discuss the plan, review the prior year's activities (including sponsorships and services provided to City -sponsored events), and determine whether community activities and the provision of services to the City reflect the City's needs identified by City staff and the City Council. The City Administrator shall be allowed up to sixty (60) calendar days after receipt to review and request modifications. The City Administrator may request, and Contractor shall not unreasonably deny, modifications to be completed prior to approving the plan. Contractor shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the City Administrator. Any further delays may result in Liquidated Damages for failure to perform education and outreach activities, as identified in this Exhibit. Each Business Day that the plan is late shall count as a single occurrence.

B. Upon request from the City Administrator or their designee, the City Administrator and Contractor's Contract Administrator shall meet at least one (1) time per month to discuss services, outreach, and educational campaigns and request changes or adaptations to the annual public education plan.

C. Contractor shall distribute instructional information, public education, and promotional materials in advance of, and following, commencement of new or modified services. This shall entail, at a minimum, distributing program literature to all Customers at the commencement of the Agreement, as well as to any new Customers during the Term of the Agreement. Contractor shall use multiple media sources, including print, radio television, electronic/social media, and events to notify Customers of the change in their service provider, if applicable, and to highlight new program offerings. Contractor shall distribute transition and ongoing sector -specific collateral materials. Contractor shall submit all draft materials to the City Administrator for review and approval prior to distribution.

D. All City facilities shall receive any and all public education and outreach materials and services provided to the Commercial sector. Contractor shall provide all printed public education materials to City offices and facilities to have available for the public that visits those facilities. Contractor shall replenish the materials as requested by the City Administrator.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-1
1157

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
E. Bill inserts may be designed by the City or Contractor. Bill inserts designed by Contractor shall be provided to the City Administrator or their designee a minimum of thirty (30) days prior to publication. The City Administrator or their designee shall review bill inserts designed by Contractor; and Contractor shall be responsible for printing and distributing the billing inserts to all Customers. Contractor shall provide electronic bill inserts (or separate email attachments) to Customers who are billed electronically, and paper bill inserts to Customers who receive paper bills. For Customers receiving electronic bills, Contractor agrees to distribute brochures, newsletters, or other information as attachments to Customer invoices within Contractor's billing system requirements. Electronic bill inserts/attachments must be readily available for the Customer to view upon receipt of the invoice (attachments shall not be provided as links). Upon City request for billing inserts, Contractor shall comply with such request during its next billing cycle for the targeted Customer group, if specified. Contractor shall perform this service with no additional requirement for compensation.

F. Contractor has developed a website specific to its operations in the City, with a section specific to City programs and Customers, which will be used to post educational materials for download, highlight program successes, and provide Diversion statistics. This website can be located at https://www.republicservices.com/municipality/placentia-ca . Contractor's City -specific website shall also include links to relevant web pages on the City's website, where further information can be found. Content for the website shall be approved by the City Administrator. Contractor shall review the website at a minimum annually to update information contained on website. Upon being made aware of an issue that causes the website to be unavailable to Customers for use, Contractor shall provide notice to the City of the issue and estimated time to correct.

2. Sector -Specific Activities
The following tables present the public education and outreach activities to be performed by Contractor each Rate Period as minimum requirements under this Agreement. Each Customer faces unique Discarded Materials management opportunities and challenges; therefore, Contractor shall develop targeted, sector -specific educational materials and perform outreach activities as described for each Customer Type.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-2
1158

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Public Education and Outreach 1 All Sectors
All printed materials must be posted to Contractor's website.

The following general public education and outreach materials shall each be produced for the benefit of all Customer Types that receive Collection service from Contractor.

Activity
Description
Distribution/Frequency
Newspaper Advertisement
Contractor shall distribute a newspaper advertisement that explains all programs that will be offered under the new Agreement. Contractor shall also provide articles on Recycling for local newsletters.

Direct Community Outreach Contractor shall conduct school assemblies and promote Recycling through making presentations and distributing educational materials to the Chamber of Commerce, homeowners associations, construction contractors, and other civic groups.

Website Contractor shall prepare a section of its website where it will present Customers with educational and Diversion programs, upcoming outreach events, services, and resources specific to the City. Website shall include Contractor's Customer service contact information, material on source reduction of household Solid Waste, and relevant legislative requirements.

Corrective Action Notices — Contractor shall produce and distribute a notice for use in instances where the "Contamination Tag" Customer includes Prohibited Container Contaminants in a Container or fails to properly prepare Containers. This form shall also be printed and made available in Spanish.

One (1) time at beginning of
the Agreement (20-30 days
prior to the Effective Date).

Annually, as requested
thereafter.

Annually and as requested by
civic groups.

Updated as mutually agreed.

As needed.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-3
1159

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Public Education and Outreach 1 Single -Family Education and Outreach Activities All printed materials also to be posted to Contractor's website.

Activity
Description
Distribution/Frequency
Initial Mailing
Annual Notice
Recycling Guide
Neighborhood Group & HOA
Visits
Contractor shall produce and distribute a initial mailing to Single -Family Customers explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; regulatory requirements, including SB 1383; and, the Effective Date of the change. Contractor shall include its Holiday schedule and the Residential Recycling and expanded services guide.

Contractor shall prepare and distribute to each Customer a brochure providing relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service contact information; procedures to begin and terminate services; and, information promoting and explaining available programs, such as Recyclable Materials, Organic Materials, Holiday Tree, and Bulky Item Collections, the availability of Household Hazardous Waste, U -Waste, and E -waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Spanish.

Contractor shall produce and distribute a "Recycling Guide" specific to Single - Family Customers. This guide shall include information on Collection methodologies, set -out instructions, set -out schedules, Customer service contact information, and acceptability and necessary preparation of materials for all Single -Family programs described in Exhibit B1. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

Contractor shall visit homeowner associations and other neighborhood groups and associations to promote and explain the Recycling programs included in this Agreement.

One (1) time at beginning of
the Agreement (45-60 days
prior to Effective Date) via
direct mail.

One (1) time per year.

Affixed (inside plastic bag, zip -
tied to handle) to every Single -
Family Recyclable Materials
Cart delivered prior to the
Effective Date, and thereafter
to all new Customers.

By direct mail annually
thereafter to each Single -
Family Customer.

At City Administrator and/or
their designee or Customer
request.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-4
1160

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Activity
Description
Distribution/Frequency
Quarterly Newsletter Contractor shall be responsible for all costs incurred for the production and mailing of the City's quarterly newsletter. The City reserves the right to direct the production of the quarterly newsletter to a contractor of the City's choosing.

The quarterly newsletter will include information on current regulations, additional regulations adopted during the Term of this Agreement, and any Term extensions granted by the City. Contractor shall be required to coordinate distribution of the quarterly newsletter via U.S. Mail with a local mailing house, including furnishing Customer mailing addresses.

Corrective Action Notices Contractor shall produce and distribute a Single -Family Customer -oriented Non - Collection Notice and Courtesy Pick -Up Notice for use in instances where the Customer includes Prohibited Container Contaminants in a Container or fails to properly prepare or set out Containers.

Seasonal Program Notifications Contractor shall provide written notification to all Single -Family Customers advertising Holiday tree Collections, pursuant to Exhibit B1, Section 5 and any other seasonal or periodic program(s). The notification shall inform Customers of the schedule, acceptable and prohibited materials, and set -out requirements for the program. Contractor shall provide an electronic version of this notification to the City that can be disseminated via the City website and social media pages.

Website Contractor shall prepare a "Single -Family Customer" section of its website where it will present Customers with "how-to" information for participating in Contractor -provided programs, including proper Container set outs, and provide Single -Family Customers with links to click on for additional resources. All other Single -Family educational materials specified in this Exhibit shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Single -Family Customers within the City.

Not less than four times per
year during each Rate Period.

As needed.

At least fourteen (14) calendar
days prior to event via direct
mail to Customers and via
email to the City.

At least sixty (60) calendar
days prior to Effective Date.

Updated no less than
quarterly.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-5
1161

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Activity
Description
Distribution/Frequency
Mandatory Recyclable
Materials and Organic
Materials Outreach Activities
Contractor shall produce and Distribute outreach materials containing One (1) time annually. information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recyclable Materials and Organic Materials Collection, including, but not limited to, SB 1383. Can be combined with annual notice requirements and quarterly newsletters.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-6
1162

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Public Education and Outreach 1 Multi -Family Education and Outreach Activities All printed materials also to be posted to Contractor's website.

Description
Purpose
Distribution/Frequency
New Programs Mailing
Annual Notice
Recycling Guide
Contractor shall produce and Distribute an initial mailing to all Multi -Family Dwelling Units within the City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; new regulatory requirements, including SB 1383; and, the Effective Date of the change.

Contractor shall prepare and distribute to each Customer a brochure providing relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service contact information; procedures to begin and terminate services; and information promoting and explaining available programs, such as Recyclable Materials, Organic Materials, Holiday Tree, and Bulky Item Collections, the availability of Household Hazardous Waste, U -Waste and E -waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Spanish languages.

Contractor shall produce and Distribute a "Recycling Guide" specific to Multi - Family Customers, with updated versions of the guide as needed. This guide shall include information on Collection methodologies, set -out instructions, Customer service contact information, and acceptability and necessary preparation of materials for all Multi -Family programs described in Exhibit B2.

A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

One (1) time at beginning of
the Agreement (45-60
calendar days prior to Effective
Date) via direct mail to each
Multi -Family Dwelling Units in
the City.

One (1) time per year.

One (1) time at beginning of
the Agreement (20-30 days
prior to Effective Date) and as
needed via direct mail to each
Multi -Family Dwelling Units in
the City.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-7
1163

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Technical Assistance: Diversion Contractor shall offer Diversion opportunity assessments to each and every Opportunity Assessments Multi -Family Customer, during which Contractor shall meet with the property manager or Owner of the Multi -Family Premises to promote Recyclable Materials and Organic Materials Collection.

Workshops
Website
Mandatory Recyclable Materials
and Organic Materials Outreach
Activities
Contractor shall offer and respond to requests for onsite meetings and workshops. Contractor shall conduct workshops for Customers (when requested) that will show property managers and residents, in a hands-on interactive format, how to use the Recyclable Materials and Organic Materials program. Contractor shall provide resources for additional information and support.

Contractor shall prepare a "Multi -Family Customer" section of its website where it will present "how-to" information for participating in Contractor - provided programs including proper Container set -outs, and provide Multi - Family Customers with links to click on for additional resources. All other Multi - Family educational materials specified in this Exhibit shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Multi -Family Customers within the City. The website shall also provide property managers of Multi -Family Premises with an opportunity to request "Diversion opportunity assessments", or additional education materials to provide to tenants.

Contractor shall disseminate outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recyclable Materials and Organic Materials Collection, including but not limited to AB 341, AB 1826, and SB 1383. Can be combined with annual notice requirements and quarterly newsletters.

Offer in-person meetings to
each and every Multi -Family
Customer conducted one (1)
time annually, plus follow-up
meetings with individual
Customers, as needed.

At Customer's request.

At least sixty (60) calendar
days prior to Effective Date.

Updated no less than
quarterly.

One (1) time annually
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-8
1164

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Educational Materials
Employees/Tenants
for Contractor shall provide Multi -Family property managers/Owners with public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business.

The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Multi -Family property managers/Owners may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 calendar days of occupancy.

One (1) time annually; or more
frequently upon Customer
request.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-9
1165

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Public Education and Outreach 1 Commercial Education and Outreach Activities 411 printed materials also to be posted to Contractor's website.

Description
Purpose
Distribution/Frequency
New Programs Mailing
Contractor shall prepare and distribute an initial mailing to all Commercial Customers within the City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the Effective Date of the change.

One (1) time at beginning of the
Agreement (45-60 days prior to
Effective Date) via direct mail.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-10
1166

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Annual Notice
Contractor shall prepare and distribute to each Customer a brochure providing One (1) time per year. relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service contact information; procedures to begin and terminate services; and information promoting and explaining available programs, such as Recyclable Materials, Organic Materials, Holiday Tree, and Bulky Item Collections, the availability of Household Hazardous Waste, U -Waste and E -waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Spanish, City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-11
1167

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Recycling Guide
"How -To" Flyer: Recyclable
Materials
"How -To" Flyer: Organic
Materials
Contractor shall produce a "Recycling Guide" specific to Commercial Customers, with updated versions of the guide as needed. This guide shall include information on Collection methodologies, set -out instructions, Customer service contact information, and acceptability and necessary preparation of materials for all Commercial programs described in Exhibit B3. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

Contractor shall prepare and distribute a "how-to" brochure explaining the Recyclable Materials Collection programs for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses).

Contractor shall prepare and distribute a flyer describing the Organic Materials Collection services available and how to prepare Organic Materials for Collection for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses).

One (1) time at beginning of the
Agreement (20-30 days prior to
Effective Date) and as needed via
direct mail.

Distributed during Diversion
opportunity assessments.

One (1) time at beginning of the
Agreement (20-30 days prior to
Effective Date) via direct mail and
as needed via direct mail.

Distributed during Diversion
opportunity assessments.

One (1) time at beginning of the
Agreement (20-30 days prior to
Effective Date) via direct mail and
as needed via direct mail.

Distributed during Diversion
opportunity assessments.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-12
1168

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Technical Assistance: Diversion Contractor shall offer Diversion opportunity assessments to each and every Offer one (1) time annually during Opportunity Waste Commercial Customer to promote Recyclable and Organic Materials Collection in-person meetings with each and Assessments and replenish Recycling Guides and Recyclable Materials and Organic Materials every Commercial Customer, plus posters, as needed by each Customer. follow-up meetings with individual Customers, as required.

Recyclable Materials and
Organic Materials Posters
Quarterly Bill Inserts
Corrective Action Notices
Mandatory Recyclable
Materials and Organic
Materials Outreach Activities
Contractor shall produce and distribute (during Diversion opportunity Distributed during Diversion assessments) laminated Recyclable Materials and Organic Materials posters that opportunity assessments. provide graphic illustrations of acceptable and prohibited materials within each program.

Contractor shall prepare and distribute quarterly bill inserts that creatively One (1) time per quarter via direct inform Commercial Customers about such topics as: cost savings available from mail to each Commercial source reduction, reuse, and Recycling; tips for overcoming common operational Customer in the City. challenges businesses have with Recyclable Materials and Organic Materials programs; the environmental benefits of buying Recycled -content products; and statistics, trends, and facts about programs performed under this Agreement (i.e. Collected Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into), as appropriate. Contractor's annual public education plan shall define a theme for each quarterly insert.

Contractor shall produce a Commercial Customer oriented corrective action As needed. notice for use in instances where the Customer includes Prohibited Container Contaminants in a Container or fails to properly prepare or set out Containers.

Contractor shall disseminate outreach materials related to the mandatory One (1) time annually. nature of Recyclable Materials and Organic Materials Collection services, upon request from the City Administrator. Such outreach shall be designed to assist the City in complying with the outreach requirements of various Applicable Laws related to the mandatory provision of Recyclable Materials and Organic Materials Collection and Diversion services.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-13
1169

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Description
Purpose
Distribution/Frequency
Educational Materials for Contractor shall provide Commercial property managers/Owners with public Employees/Tenants education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials.

Commercial Customers may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 calendar days of occupancy.

Commercial Edible Food Contractor shall provide Customers that are Commercial Edible Food Generators Generator Education
with the following:

1. Information about the City's Edible Food Recovery program.

2. Information about the Commercial Edible Food Generator requirements under 14 CCR, Division 7, Chapter 12, Article 10.

3. Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found.

4. Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste.

One (1) time annually; or more
frequently upon Customer
request. Can be provided
electronically to property or
business.

One (1) time annually.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-14
1170

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Public Education and Outreach 1 Special Events
All printed materials also to be posted to Contractor's website as well as links to teacher resources.

Description
Purpose
Distribution/Frequency
Event Exhibit
Contractor shall staff an exhibit booth and distribute promotional and educational materials at special events. Contractor shall provide visual displays, copies of educational materials (including all guides, flyers, and brochures produced for this Agreement), and Recycling education activities appropriate to a variety of age groups. Display components will be professionally designed and created and shall be scalable to be appropriate for a variety of booth or display configurations. Materials will include those pertaining to the programs provided under this Agreement as well as general information on "green" and/or sustainable behaviors.

All special events listed in Exhibit
B5 of this Agreement.

Other events at City
Administrator's request.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit C Page C-15
1171

EXHIBIT D:

INITIAL MAXIMUM RATES
1172

Residential
Single Family
EXHIBIT D:

INITIAL MAXIMUM RATES
Following are the Rates for July 1, 2026 through June 30, 2027:

CITY OF PLACENTIA EXHIBIT D
RATE SUMMARY - EFFECTIVE JULY 1, 2026
Service Fee
Solid Waste & Rate Effective
Landfill Fee Recycling Srvcs 7/1/2026
Coordinator Fee
$44.53 $6.28
$0.35 $51.16
Prior Rate
Effective Change % Change
7/1/2025
$44.86 $6.30 14.04%
Additional Containers
Black 'Trash" Container $7.61 $6.28 $0.00 $13.89 $11.33 $2.56 22.59% Green "Organics" Container $6.61 $0.00 $0.00 $6.61 $6.28 $0.33 5.25% Blue "Recycling" Container $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 N/A Residential Special Services
Residential Roll -Out Service
Extra Dump - All Three Containers
Exchange of All Three Containers
Container Replacement - Misuse
Residential Bulky Item Collection
Additional Pick-ups over 3x p/Year
Charge for Each Item over 10
Additional Gas Recovery Fee
Temo Three Yard Container
3 Days + Dump
Each Additional Day Rental
Commercial
Commercial Cart (Each)
First Pick-up
Each Additional Pick-up Freq.(Max of Four)
Two Yard Containers
First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Non -Scheduled Pick-up
Three Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Three Yard Compactors
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Four Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Six Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Three Yard Construction Bins
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Temp Three Yard Container - Non Profit
3 Days + Dump
Each Additional Day
$15.71
$33.35
$51.57
$91.23
$64.53
$9.21
$64.53
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$119.30 $10.90
$9.76 $0.00
$27.37 $12.86
$27.37 $12.86
$163.77
$85.52
$77.91
$204.86
$110.69
$95.77
$252.74
$158.89
$145.54
$225.34
$121.77
$105.34
$235.58
$127.29
$110.15
$266.97
$130.32
$95.77
$35.72
$35.54
$8.34
$53.40
$53.20
$12.42
$131.27
$131.00
$30.47
$71.91
$71.69
$16.72
$106.41
$106.15
$24.68
$54.41
$56.05
$13.09
$119.23 $13.17
$9.77 $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$15.71
$33.35
$51.57
$91.23
$64.53
$9.21
$64.53
$0.00 $130.20
$0.00 $9.76
$0.21 $40.44
$0.21 $40.44
$1.24
$0.65
$0.59
$1.55
$0.84
$0.72
$1.70
$0.92
$0.79
$1.78
$0.96
$0.83
$2.01
$0.98
$0.72
$200.73
$121.71
$86.84
$259.81
$164.73
$108.91
$385.92
$291.09
$177.11
$298.95
$194.38
$122.85
$343.77
$234.40
$135.66
$323.39
$187.35
$109.58
$0.90 $133.30
$0.07 $9.84
$14.92
$31.68
$48.99
$86.66
$61.30
$8.75
$61.30
$0.79
$1.67
$2.58
$4.57
$3.23
$0.46
$3.23

5.29%

5.27%

5.26%

5.27%
$120.45 $9.75 8.09%
$9.27 $0.49 5.29%
$33.27 $7.17 21.55%
$33.27 $7.17 21.55%
$173.72
$101.10
$77.33
$222.66
$135.26
$96.39
$314.88
$227.73
$153.60
$253.02
$156.89
$107.90
$283.70
$183.18
$117.25
$280.85
$155.21
$96.80
$27.01
$20.61
$9.51
$37.15
$29.47
$12.52
$71.04
$63.36
$23.51
$45.93
$37.49
$14.95
$60.07
$51.22
$18.41
$42.54
$32.14
$12.78

15.55%

20.39%

12.30%

16.68%

21.79%

12.99%

22.56%

27.82%

15.31%

18.15%

23.90%

13.86%

21.17%

27.96%

15.70%

15.15%

20.71%

13.20%
$118.59 $14.71 12.40%
$9.06 $0.78 8.61%
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit D Page D-1
1173

EXHIBIT D:

INITIAL MAXIMUM RATES
Commercial (Continued)
Commercial Organic Containers
Organic Commercial Cart (Each)
35G only, First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Organic Commercial Cart (Each)
64G only, First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Organic Two Yard Containers
First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Non -Scheduled Pick-up
Commercial Recycle Containers
Recycle Commercial Cart (Each)
96G only, First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Recycle Two Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Contaminated Bin (Serviced as Trash) per
Occurrence
Recycle Three Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Contaminated Bin (Serviced as Trash) per
Occurrence
Service Fee
Solid Waste & Rate Effective Prior Rate
Landfill Fee Recycling Srvcs 7/1/2026 Effective Change %Change Coordinator Fee 7/1/2025
$44.93 $0.00 $0.27 $45.20 $33.27
$44.93 $0.00 $0.27 $45.20 $34.27
$78.70 $0.00 $0.48 $79.18 $58.37
$78.70 $0.00 $0.48 $79.18 $59.37
$11.93 35.86%
$10.93 31.89%
$20.81 35.65%
$19.81 33.37%
$235.92 $0.00 $1.84 $237.76 N/A New Rate
$235.92 $0.00 $1.84 $237.76 N/A New Rate
$113.24 $0.00 $0.88 $114.12 N/A New Rate
$64.41 $0.00 $0.50 $64.91 N/A New Rate
$64.41 $0.00 $0.50 $64.91 N/A New Rate
$130.26 $0.00 $1.01 $131.27 N/A New Rate
$70.37 $0.00 $0.55 $70.92 N/A New Rate
$62.53 $0.00 $0.49 $63.02 N/A New Rate
$130.26 $0.00 $1.01 $131.27 N/A New Rate
$192.98 $0.00 $1.55 $194.53 $190.16 $4.37
$104.25 $0.00 $0.84 $105.09 $102.73 $2.36
$90.23 $0.00 $0.72 $90.95 $88.91 $2.04
$192.98 $0.00 $1.55 $194.53 $190.16 $4.37
Three Yard Split -Bins (Recycle, Trash, and 2 Locking Latch) First Pick-up $200.57
Each Additional Pick-up Freq. $108.36
Non -Scheduled Pick-up $93.77
Four Yard Split -Bins (Recycle, Trash, and 2 Locking Latch) - First Pick-up $295.53
Each Additional Pick-up Freq. $156.68
Non -Scheduled Pick-up $133.18
Commercial Special Services
Roll Out Service (Monthly Rate for Weekly Frequency)
First Pick-up $80.62
Each Additional Pick up Freq $80.62
Non -Scheduled Pick up $80.62
Surcharge - Sunday Service
Bin Exchange after One -Time p/Year
Redelivery of Bin(s) - Non -Payment
Locking Latch Bins
Set-up One Time Cost
Monthly Maintenance Fee p/Tip Freq.

Special Access / Code or Key Fee
Container Steam Cleaning after lx p/Year
Clean -Up & Disposal Overage per occurrence
Commercial Bulkv-Item Pick-uos
Basic Charge - Two Items
Charge for Each Item over Two
Additional Fee Gas Recovery
- Only offered at Contractor discretion
$89.32 $1.56
$89.32 $0.84
$89.32 $0.73
Only offered at Contractor discretion
$131.63 $2.30
$131.63 $1.22
$131.63 $1.04
$291.45 N/A New Rate
$198.52 N/A New Rate
$183.82 N/A New Rate
$429.46 N/A New Rate
$289.53 N/A New Rate
$265.85 N/A New Rate
$0.00 $0.61 $81.23 $74.17 $7.06
$0.00 $0.61 $81.23 $74.17 $7.06
$0.00 $0.61 $81.23 $74.17 $7.06
$18.52 $0.00 $0.14 $18.66 $17.03 $1.63
$117.37 $0.00 $0.89 $118.26 $107.97 $10.29
$119.01 $0.00 $0.90 $119.91 $109.48 $10.43
$141.24 $0.00 $1.07 $142.31 $129.93 $12.38
$3.15 $0.00 $0.02 $3.17 $2.89 $0.28
$15.64
$150.76
$54.78
$0.00
$0.00
$0.00
$0.12 $15.76 $14.39 $1.37

2.30%

2.29%

2.30%

9.52%

9.57%

9.53%

9.69%

9.52%
$1.14 $151.90 $138.69 $13.21 9.52%
$0.41 $55.19 $50.40 $4.79 9.50%
$66.63 $0.00 $0.50 $67.13 $61.30 $5.83
$9.52 $0.00 $0.07 $9.59 $8.75 $0.84
$66.63 $0.00 $0.50 $67.13 $61.30 $5.83
Tilt Hopper Monthly Rental $61.04
Three Yard Bin Monthly Rental $78.26
$0.00 $0.46 $61.50 $56.15 $5.35
$0.00 $0.59 $78.85 $71.99 $6.86

9.51%

9.60%

9.51%

9.53%

9.53%
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit D Page D-2
1174

Industrial Roll -Off Services
Permanent Services
15 -Yard Demo Container
15 -Yard Demo Container - Clean Inerts
30 -Yard Drop Off Container
30 -Yard Container - Green Waste
40 -Yard Compactor
Temporary Services
15 -Yard Demo Container
15 -Yard Demo Container - Clean Inerts
30 -Yard Drop Off Container
30 -Yard Container - Green Waste
Overweight Surcharge p/Ton
(Actual Weight over 8 Tons)
Trash Loads
Clean Inerts
Clean Green Waste
Industrial Special Services
Saturday Service - Per Pull
Mandatory Signature Required - Per Pull
Additional Days - Temp R/O Per Day
Stand -By Hourly Rate
Relocation/Trip Charge/Dead Run
Packer'Turn-A-Round" Surcharge Per Pull
Heavy -Duty Truck Service - Per Pull
R/O Container Steam Cleaning after lx/Year
Storage Container Rental / Delivery p/Mo.

Storage Container Return $10.00 + Per/Mile
EXHIBIT D:

INITIAL MAXIMUM RATES
Service Fee
Solid Waste & Rate Effective Prior Rate
Landfill Fee Recycling Srvcs 7/1/2026 Effective Change 0/0 Change Coordinator Fee 7/1/2025
$509.22 $416.90
$464.39 $0.00
$481.42 $347.57
$669.24 $0.00
$604.82 $486.41
$520.05 $416.93
$479.62 $0.00
$505.76 $347.62
$684.49 $0.00
$24.74 $69.34
$45.69 $0.00
$59.81 $0.00
$46.71 $0.00
$7.36 $0.00
$17.89 $0.00
$111.93 $0.00
$73.60 $0.00
$14.72 $0.00
$515.21 $0.00
$147.21 $0.00
$116.28 $0.00
$1.61 $0.00
$4.08 $930.20 $774.05 $156.15 20.17%
$3.72 $468.11 $457.58 $10.53 2.30%
$3.86 $832.85 $701.38 $131.47 18.74%
$5.37 $674.61 $659.43 $15.18 2.30%
$4.85 $1,096.08 $913.65 $182.43 19.97%
$4.17 $941.15 $784.74 $156.41 19.93%
$3.85 $483.47 $472.59 $10.88 2.30%
$4.06 $857.44 $725.39 $132.05 18.20%
$5.49 $689.98 $674.45 $15.53 2.30%
$0.20 $94.28 $69.67 $24.61 35.32%
$0.37 $46.06 $45.02 $1.04 2.31%
$0.48 $60.29 $58.94 $1.35 2.29%
$0.37 $47.08 $45.69 $1.39 3.04%
$0.06 $7.42 $7.20 $0.22 3.06%
$0.14 $18.03 $17.49 $0.54 3.09%
$0.90 $112.83 $109.48 $3.35 3.06%
$0.59 $74.19 $71.99 $2.20 3.06%
$0.12 $14.84 $14.39 $0.45 3.13%
$4.13 $519.34 $503.93 $15.41 3.06%
$1.18 $148.39 $143.99 $4.40 3.06%
$0.93 $117.21 $113.74 $3.47 3.05%
$0.01 $1.62 $1.58 $0.04 2.53%
Emergency Services
Emergency Services Rate per Hour Includes
One Staff and One Truck $ 120.80 $0.00 $0.00 $120.80 N/A New Rate City of Placentia, June 16, 2026 Franchise Agreement, Exhibit D Page D-3
1175

EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
1176

EXHIBIT E

EXAMPLE RATE ADJUSTMENT FORMULA
Special Increase - SB 1383 Costs Per Section 8.5 of the Aareement ]ulv 1. 2026 Rate Adiustment Per Section 8.4 of the Aareement Variable Variable Service Component
(b) IRES $ 1.89 !Three -Year Phase -In Adjustment in (B) 615.506 Local CPI -U [ 2024 Annual Average] 647.943 Local CPI -U [2025 Annual Average]

5.27% Local CPI -U Change

0.00% Carryover Per Section 8.4.2.3 (if applicable)

5.27% Subtotal Service Component Adjustment

7.00% Rate Adjustment Cap
(c) 5.27% Total Service Component Adjustment [Adjustment in Variable
(d)
Disposal Component
$43.76 Orange County Gate Fee July 2025
$67.00 Orange County Gate Fee July 2026

53.1186 Orange County Gate Fee Change
[Adiustment in (M)1
(A) + (B) = (C) + (D) (E) (F) (G) (H) + (I) = (]) (K)
Service Fee Solid Waste
Service Fee SB 1383 Special Adjusted for Adjusted Disposal Fee Disposal Adjusted & Recycling Total Rate 7/1/2025 Costs Increase SB 1383 CPI Adj. Service Fee 7/1/2025 Adjustment Landfill Cost Services Total Rate Effective Costs Coordinator 7/1/2026
Fee
(b) [(A)+(B)] [(C) x (c)] [(C)+(D)] [(F) x (d)] [(F)+(G)] [(E)+(H)+(I)] (])

RESIDENTIAL
Single Family $ 40.41 $ 1.89 RES $ 42.30 $ 2.23 $ 44.53 $ 4.10 $ 2.18 $ 6.28 $ 0.35 $ 51.16 $ 51.16 Additional Containers
Black 'Trash" Container $ 7.23 $ - N/A $ 7.23 $ 0.38 $ 7.61 $ 4.10 $ 2.18 $ 6.28 $ - $ 13.89 $ 13.89 Green "Organics" Container $ 6.28 $ - N/A $ 6.28 $ 0.33 $ 6.61 N/A $ - $ - $ $ 6.61 $ 6.61 Blue "Recycling" Container $ - $ - N/A $ - $ - $ - N/A $ - $ - $ - $ - $ - Residential Special Services
Residential Roll -Out Service $ 14.92 $ - N/A $ 14.92 $ 0.79 $ 15.71 N/A $ - $ - $ - $ 15.71 $ 15.71 Extra Dump - All Three Containers $ 31.68 $ - N/A $ 31.68 $ 1.67 $ 33.35 N/A $ $ - $ - $ 33.35 $ 33.35 Exchange of All Three Containers $ 48.99 $ - N/A $ 48.99 $ 2.58 $ 51.57 N/A $ - $ $ $ 51.57 $ 51.57 Container Replacement - Misuse $ 86.66 $ - N/A $ 86.66 $ 4.57 $ 91.23 N/A $ - $ - $ - $ 91.23 $ 91.23 Residential Bulkv Item Collection
Additional Pick-ups over 3x p/Year $ 61.30 $ N/A $ 61.30 $ 3.23 $ 64.53 N/A $ $ - $ - $ 64.53 $ 64.53 Charge for each item over 10 $ 8.75 $ - N/A $ 8.75 $ 0.46 $ 9.21 N/A $ - $ $ $ 9.21 $ 9.21 Additional Gas Recovery Fee $ 61.30 $ - N/A $ 61.30 $ 3.23 $ 64.53 N/A $ - $ - $ - $ 64.53 $ 64.53 Temp Three Yard Container
3 Days + Dump $ 113.33 $ N/A $ 113.33 $ 5.97 $ 119.30 $ 7.12 $ 3.78 $ 10.90 $ - $ 130.20 $ 130.20 Each Additional Day Rental $ 9.27 $ - N/A $ 9.27 $ 0.49 $ 9.76 N/A $ - $ - $ $ 9.76 $ 9.76 City of Placentia, June 16, 2026 Franchise Agreement, Exhibit E Page E-1
1177

EXHIBIT E

EXAMPLE RATE ADJUSTMENT FORMULA
Variable One -Time Adjustment
(a) !Rebalancing -2.88% Adjustment in (B) and (I)
VariablePPFFcial Increase - SB 1383 Costs Per Section 5 of the Agreement (b)8)1 6.32% One -Time Adjustment in (D) and (K)
(b) COM/ORG 32.83% Two -Year Phase -In Adjustment In (D) (b) COM/REC 0.00% No Adjustment in (D)
(b) IND 0.00%

COMMERCIAL
July 1. 2026 Rate Adiustment Per Section 8.4 of the Agreement Venable Service Component
615.506 Local CPI -U [ 2024 Annual Average]
647.941 Local CPI -U [2025 Annual Average]

5.27% Local CPI -U Change

0.00% Carryover Per Section 8.4.2.3 (if applicable)

5.27% Subtotal Service Component Adjustment

7.00% Rate Adjustment Cap Per Section 8.4.2.1

5.27% Total Service Component Adjustment
[Adjustment in (F)1
(c)
(A) + (6) (C) + (D)
Service Fee
7/1/2025
Rebalancing
Adjustment
(One -Time)
Rebalanced
Service Fee
[(6) x (o)1 [(A)+(B)1
SB 1383
Costs
[(C) x (b)]
(E) + (F) = (G)
Service Fee
Special Adjusted for
Increase SB 1383
Costs
CPI Adj. Adjusted
Service Fee
[(C)+(D)) [(E) x (c)1 [(E)+(F)]
Commercial Cart (Each)
First Pick-up $ 25.18 $
Each Additional Pick-up Freq.(Max of Four) $ 25.18 $
Two Yard Containers
First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Non -Scheduled Pick-up
Three Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Three Yard Compactors
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Four Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Six Yard Containers
First Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Three Yard Construction Bin
Fest Pick-up
Each Additional Pick-up Freq.

Non -Scheduled Pick-up
Temp Three Yard Container - Non Profit
3 Days + Dump
Each Additional Day
$ 150.66
$ 78.68
$ 71.67
(0.73) $ 24.45
(0.73) $ 24.45
(4.34)
(2.27)
(2.06)
$ 146.32
$ 76.41
$ 69.61
$ 1.55 COM $ 26.00 $ 1.37 $ 27.37
$ 1.55 COM $ 26.00 $ 1.37 $ 27.37
$ 9.25 COM
$ 4.83 COM
$ 4.40 COM
$ 188.46 $ (5.43) $ 183.03 $ 11.57 COM
$ 101.83 $ (2.93) $ 98.90 $ 6.25 COM
$ 88.11 $ (2.54) $ 85.57 $ 5.41 COM
$ 232.52 $ (6.70) $ 225.82 $ 14.27 COM
$ 146.18 $ (4.21) $ 141.97 $ 8.97 COM
$ 133.89 $ (3.86) $ 130.03 $ 8.22 COM
$ 207.31 $ (5.97) $ 201.34 $ 12.72 COM
$ 112.02 $ (3.23) $ 108.79 $ 6.88 COM
$ 96.91 $ (2.79) $ 94.12 $ 5.95 COM
$ 216.73 $ (6.24) $ 210.49 $ 13.30 COM
$ 117.10 $ (3.37) $ 113.73 $ 7.19 COM
$ 101.34 $ (2.92) $ 98.42 $ 6.22 COM
$ 245.60 $ (7.07) $ 238.53
$ 119.89 $ (3.45) $ 116.44
$ 88.11 $ (2.54) $ 85.57
$ 109.69 $ (3.16) $ 106.53
$ 8.99 $ (0.26) $ 8.73
$ 15.08 COM
$ 7.36 COM
$ 5.41 COM
$ 155.57
$ 81.24
$ 74.01
$ 8.20 § 163.77
$ 4.28 $ 85.52
$ 3.90 $ 77.91
$ 194.60 $ 10.26 $ 204.86
$ 105.15 $ 5.54 $ 110.69
$ 90.98 $ 4.79 $ 95.77
$ 240.09
$ 150.94
$ 138.25
$ 214.06
$ 115.67
$ 100.07
$ 12.65 $ 252.74
$ 7.95 $ 158.89
$ 7.29 $ 145.54
$ 11.28 $ 225.34
$ 6.10 $ 121.77
$ 5.27 $ 105.34
$ 223.79 $ 11.79 $ 235.58
$ 120.92 $ 6.37 $ 127.29
$ 104.64 $ 5.51 $ 110.15
$ 253.61
$ 123.80
$ 90.98
$ 13.36 $ 266.97
$ 6.52 $ 130.32
$ 4.79 $ 95.77
$ 6.73 COM $ 113.26 $ 5.97 $ 119.23
$ 0.55 COM $ 9.28 $ 0.49 $ 9.77
Vanable
(d)
Disposal Co0�vent
$43.7g -Orange County Gate Fee July 2025
$67.00 Orange County Gate Fee July 2026

53.11% Orange County Gate Fee Change fAdiustment in (J)) (H) + (I) = (3) + (K) = (L)
Disposal Fee Disposal Fee Disposal
7/1/2025 SB 1383 Cost with 513 1383 Adjustment
Cost
[(H) x (b)1 [(H)+(1)[ [(3) x (d)1
Adjusted
Landfill Cost
(M) =
Solid Waste &
Recycling
Services
Coordinator
Fee
[(3)+(101 [(A) 5 (e)]
(e) 0.82%
$ 7.90 $ 0.50 $ 8.40 $ 4.46
$ 7.90 $ 0.50 $ 8.40 $ 4.46 $ 12.86
(N)
Total Rate
Effective
7/1/2026
[(G)+(L)+(M)]
$ 12.86 $ 0.21 $ 40.44
$ 0.21 $ 40.44
$ 21.94 $
$ 21.83 $
$ 5.13 $
$ 32.81 $
$ 32.68 $
$ 7.63 $
$ 80.64 $
$ 80.47 $
$ 18.72 $
$ 44.18 $
$ 44.04 $
$ 10.27 $
$ 65.37 $
$ 65.21 $
$ 15.16 $
$ 33.43 $
$ 34.43 $
$ 8.04 $
$ 8.09 $

1.39 $ 23.33 $ 12.39

1.38 $ 23.21 $ 12.33

0.32 $ 5.45 $ 2.89

2.07 $ 34.88 $ 18.52

2.07 $ 34.75 $ 18.45

0.48 $ 8.11 $ 4.31

5.10 $ 85.74 $

5.09 $ 85.56 $

1.18 $ 19.90 $

45.53 45.44

10.57 2.79 $ 46.97 $ 24.94

2.78 $ 46.82 $ 24.87

0.65 $ 10.92 $ 5.80

4.13 $ 69.50 $ 36.91

4.12 $ 69.33 $ 36.82

0.96 $ 16.12 $ 8.56

2.11 $ 35.54 $ 18.87

2.18 $ 36.61 $ 19.44

0.51 $ 8.55 $ 4.54

0.51 $

8.60 $
$ 35.72
$ 35.54
$ 8.34
$ 53.40
$ 53.20
$ 12.42
$ 131.27
$ 131.00
$ 30.47
$ 71.91
§ 71.69
$ 16.72
$ 106.41
$ 106.15
$ 24.68
$ 54.41
$ 56.05
$ 13.09

4.57 $ 13.17
$ 1.24 $ 200.73
$ 0.65 $ 121.71
$ 0.59 $ 86.84
$ 1.55 $ 259.81
$ 0.84 $ 164.73
$ 0.72 $ 108.91
$ 1.91 $ 385.92
$ 1.20 $ 291.09
$ 1.10 $ 177.11
$ 1.70 $ 298.95
$ 0.92 $ 194.38

0.79 $ 122.85
$ 1.78 $ 343.77
$ 0.96 $ 234.40
$ 0.83 § 135.66
• 2.01 $ 323.39
• 0.98 $ 187.35
• 0.72 $ 109.58
$ 0.90 $ 133.30
$ 0.07 $ 9.84
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit E Page E-2
1178

EXHIBIT E

EXAMPLE RATE ADJUSTMENT FORMULA
(A) + (B) = (C) + (D) = (E) + (F) (0) (H) + (I) = (3) + (K) _ (L)(M) (N) Service Fee + Solid Waste &
Rebalancing Disposal Fee Recycling Total Rate
Service Fee Rebalanced SB 1383 Special Adjusted for Adjusted Disposal Fee Disposal Adjusted 7/1/2025 Adjustment Service Fee Costs Increase SB 1383 CPI Ad]. Service Fee 7/1/2025 SB 1383 Cost with SB 1383 Adjustment Landfill Cost Services Effective (One -Titre) Costs Cost Coordinator 7/1/2026
Fee
[(A) x (a)] [(A)+(B)] [(C) x (b)] [(C)+(D)] [(E) x (c)] [(E)+(F)] [(H) x (b)] [(H)+(I)] [(3) x (d)] [(2)+(K)] [(A) x (e)] [(G)+(L)+(M)] Commercial Organic Containers
Organic Commercial Cart (Each)
35G only, First Pick-up $ 33.08 $ (0.95) $ 32.13 $ 10.55 COM/ORG $ 42.68 $ 2.25 $ 44.93 N/A N/A N/A N/A $ - $ 0.27 $ 45.20 Each Additional Pick-up Freq.(Max of Three) $ 33.08 $ (0.95) $ 32.13 $ 10.55 COM/ORG $ 42.68 $ 2.25 $ 44.93 WA N/A N/A N/A $ - $ 0.27 $ 45.20 Organic Commercial Cart (Each)
64G only, First Pick-up $ 57.95 $ (1.67) $ 56.28 $ 18.48 COM/ORG $ 74.76 $ 3.94 $ 78.70 N/A WA WA WA $ $ 0.48 $ 79.18 Each Additional Pick-up Freq.(Max of Three) $ 57.95 $ (1.67) $ 56.28 $ 18.48 COM/ORG $ 74.76 $ 3.94 $ 78.70 N/A N/A N/A N/A $ - $ 0.48 $ 79.18 Organic Two Yard Containers*
First Pick-up
Each Additional Pick-up Freq.(Max 3 X)
Non -Scheduled Plck-up
Commerdal Recycle Containers
Recycle Commercial Cart (Each)*
96G only, First Pick-up
Each Additional Pick-up Freq.(Max of Three)
Mr-
COM/ORG $ 224.11 $ 11.81 $ 235.92 N/A N/A N/A N/A $ $ 1.84 $ 237.76 COM/ORG $ 224.11 $ 11.81 $ 235.92 N/A N/A N/A N/A $ $ 1.84 $ 237.76 COM/ORG $ 107.57 $ 5.67 $ 113.24 WA N/A N/A N/A $ $ 0.88 $ 114.12 COM/REC $ 61.19 $ 3.22 $ 64.41 N/A N/A N/A N/A $ $ 0.50 $ 64.91 COM/REC $ 61.19 $ 3.22 $ 64.91 WA N/A N/A N/A $ $ 0.50 $ 64.91 Recycle Two Yard Containers*
First Pick-up COM/REC $ 123.74 $ 6.52 $ 130.26 N/A N/A N/A N/A $ $ 1.01 $ 131.27 Each Additional Pick-up Freq. COM/REC $ 66.85 $ 3.52 $ 70.37 WA N/A N/A N/A $ $ 0.55 $ 70.92 Non -Scheduled Pick-up COM/REC $ 59.40 $ 3.13 $ 62.53 WA N/A N/A N/A $ $ 0.49 $ 63.02 Contaminated Bin (Trash) COM/REC $ 123.74 $ 6.52 $ 130.26 N/A WA N/A N/A $ - $ 1.01 $ 131.27 Recycle Three Yard Containers
First Pick-up $ 188.76 $ (5.44) $ 183.32 $ - COM/REC $ 183.32 $ 9.66 $ 192.98 WA WA WA N/A $ $ 1.55 $ 194.53 Each Additional Pick-up Freq. $ 101.97 $ (2.94) $ 99.03 $ - COM/REC $ 99.03 $ 5.22 $ 104.25 WA N/A N/A N/A $ $ 0.84 $ 105.09 Non -Scheduled Pick-up $ 88.25 $ (2.54) $ 85.71 $ - COM/REC $ 85.71 $ 4.52 $ 90.23 WA N/A N/A N/A $ $ 0.72 $ 90.95 Contan'inated Bin (Trash) $ 188.76 $ (5.44) $ 183.32 $ - COM/REC $ 183.32 $ 9.66 $ 192.98 WA N/A N/A N/A $ - $ 1.55 $ 194.53 Three Yard Split -Bins (Recycle, Trash, and 2 Locking Latch)* FirstddtN/A $ 190.53 $ 10.04 $ 200.57
Each Additional Pick-up Freq. WA $ 102.94 $ 5.42 $ 108.36 Non -Scheduled Pick-up N/A $ 89.08 $ 4.69 $ 93.77
Four Yard Split -Bins (Recycle, Trash, and 2 Locking Latch)* First Pick-up N/A $ 280.74 $ 14.79 $ 295.53
Each Additional Pick-up Freq. N/A $ 148.84 $ 7.84 $ 156.68 Non -Scheduled Plck-up WA $ 126.51 $ 6.67 $ 133.18
$ 58.34 $ 30.98 $ 89.32
$ 58.34 $ 30.98 § 89.32
$ 58.34 $ 30.98 § 89.32
$ 85.97 $ 45.66 $ 131.63
$ 85.97 $ 45.66 $ 131.63
$ 85.97 $ 45.66 $ 131.63

1.56 $ 291.45

0.84 $ 198.52

0.73 $ 183.82
$ 2.30 $ 429.46
$ 1.22 $ 289.53
$ 1.04 $ 265.85
*New Collection rates use the proposed SB 1383 adjusted service component in (E) to calculate the Solid Waste and Recycling Services Coordinator Fee. In future adjustment years these rates will follow the standard methodology of using the prior years service component in (A).

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit E Page E-3
1179

EXHIBIT E

EXAMPLE RATE ADJUSTMENT FORMULA
(A) + (B) = (C) + (D) = (E) + (F) = (G) (H) + (I) = (3) + (K) (L)+ (M) = (N) Service Fee Solid Waste &
Service Fee Rebalancing Rebalanced SB 1383 Special Adjusted for Adjusted Disposal Fee Disposal Fee Disposal Adjusted Recycling Total Rate 7/1/2025 Adjustment Service Fee Costs Increase SB 1383 CPI Adj. Service Fee 7/1/2025 58 1383 Cost with 58 1383 Adjustment Landfill Cost Services Effective (One -Time) Costs Cost Coordinator 7/1/2026
Fee
[(A) x On [(A)+(8)] [(C) x (b)] [(C)+(D)] [(E) x (c)] [(E)+(F)] [(H) x (b)] [(H)+(I)] [(3) x (d)] [(3)+(10] [(A). (e)) [(G)+(L)+(M)] Commercial Spedal Services
Roll Out Service (Monthly Rate for Weekly Frequency)
First Pick-up $ 74.17 $ (2.14) $ 72.03 $ 4.55 COM $ 76.58 $ 4.04 $ 80.62 N/A N/A N/A N/A $ $ 0.61 $ 81.23 Each Additional Pick up Freq $ 74.17 $ (2.14) $ 72.03 $ 4.55 COM $ 76.58 $ 4.04 $ 80.62 WA WA N/A WA $ $ 0.61 $ 81.23 Non -Scheduled Pick up $ 74.17 $ (2.14) $ 72.03 $ 4.55 COM $ 76.58 $ 4.04 $ 80.62 WA WA N/A WA $ $ 0.61 $ 81.23 Surcharge - Sunday Service $ 17.03 $ (0.49) $ 16.54 $ 1.05 COM $ 17.59 $ 0.93 $ 18.52 WA N/A N/A N/A $ - $ 0.14 $ 18.66 810 Exchange after One -Time p/Year $ 107.97 $ (3.11) $ 104.86 $ 6.63 COM $ 111.49 $ 5.88 $ 117.37 WA WA N/A WA $ $ 0.89 $ 118.26 Redelivery of D0(s) - Non Payment $ 109.48 $ (3.15) $ 106.33 $ 6.72 COM $ 113.05 $ 5.96 $ 119.01 WA WA N/A N/A $ - $ 0.90 $ 119.91 Locking Latch Bins
Set-up One Time Cost $ 129.93 $ (3.74) $ 126.19 $ 7.98 COM $ 134.17 $ 7.07 $ 141.24 WA WA N/A WA $ $ 1.07 $ 142.31 Monthly Maintenance Fee P/tip Freq. $ 2.89 $ (0.08) $ 2.81 $ 0.18 COM $ 2.99 $ 0.16 $ 3.15 WA WA N/A WA $ - $ 0.02 $ 3.17 Special Access / Code or Key Fee $ 14.39 $ (0.41) $ 13.98 $ 0.88 COM $ 14.86 $ 0.78 $ 15.64 N/A WA N/A N/A $ 0.12 $ 15.76 Container Steam Cleaning after lx/Year $ 138.69 $ (3.99) $ 134.70 $ 8.51 COM $ 143.21 $ 7.55 $ 150.76 WA WA N/A WA $ $ 1.14 $ 151.90 Clean-Up/Disposal Overage per occurrence $ 50.40 $ (1.45) $ 48.95 $ 3.09 COM $ 52.04 $ 2.74 $ 54.78 N/A N/A N/A N/A 8 - $ 0.41 $ 55.19 Commercial Bulky -Item Pick-ups
Banc Charge - Two Items $ 61.30 $ (1.77) $ 59.53 $ 3.76 COM $ 63.29 $ 3.34 $ 66.63 WA WA N/A WA $ - $ 0.50 $ 67.13 Charge for each hem over Two $ 8.75 $ (0.25) $ 8.50 $ 0.54 COM $ 9.04 $ 0.48 $ 9.52 N/A N/A N/A N/A $ - $ 0.07 $ 9.59 Additional Fee Gas Recovery $ 61.30 $ (1.77) $ 59.53 $ 3.76 COM $ 63.29 $ 3.34 $ 66.63 N/A N/A N/A N/A $ $ 0.50 $ 67.13 Tilt Hopper Monthly Rental $ 56.15 $ (1.62) $ 54.53 $ 3.45 COM $ 57.98 $ 3.06 $ 61.04 WA WA N/A WA $ $ 0.46 $ 61.50 Three Yard Bin Monthly Rental $ 71.99 $ (2.07) $ 69.92 $ 4.42 COM $ 74.34 $ 3.92 $ 78.26 WA WA N/A WA $ - $ 0.59 $ 78.05

INDUSTRIAL ROLL -OFF SERVICES
15 -Yard Deno Container - Clean Inerts
30 -Yard Drop Off Container
30 -Yard Container - Green Waste
40 -Yard Compactor
Temtwrary Servlce
15 -Yard Deno Containe2r
15 -Yard Demo Container- Clean Inerts
30 -Yard Drop 00 Container
30 -Yard Container - Green Waste
Overweight Surcharge p/ton
(Actual weight over 8 tons/load)
Trash Loads
Clean Inerts
Clean Green Waste
$ 498.07 $ (14.34) $ 483.73 $ - IND $ 483.73 $ 25.49 $ 509.22 $ 272.29 $ - $ 272.29 $ 144.61 $ 416.90 $ 4.08 8 930.20 $ 454.22 $ (13.08) $ 441.14 $ - IND $ 441.14 $ 23.25 $ 464.39 WA N/A N/A N/A $ - $ 3.72 $ 468.11 $ 470.88 $ (13.56) $ 457.32 $ - IND $ 457.32 $ 24.10 $ 481.42 $ 227.01 $ - $ 227.01 $ 120.56 $ 347.57 $ 3.86 $ 832.85 $ 654.59 $ (18.85) $ 635.74 $ - IND $ 635.74 $ 33.50 $ 669.24 WA WA N/A WA $ - $ 5.37 $ 674.61 $ 591.58 $ (17.04) $ 574.54 $ - IND $ 574.54 $ 30.28 $ 604.82 $ 317.69 $ - $ 317.69 $ 168.72 $ 486.41 $ 4.85 $ 1,096.08 $ 508.67 $ (14.65) $ 494.02 $ - IND $ 494.02 $ 26.03 $ 520.05 $ 272.31 $ - $ 272.31 $ 144.62 $ 416.93 $ 4.17 $ 941.15 $ 469.12 $ (13.51) $ 455.61 $ - IND $ 455.61 $ 24.01 $ 479.62 N/A WA N/A WA $ - $ 3.85 $ 483.47 $ 494.69 $ (14.25) $ 480.44 $ - IND $ 480.44 $ 25.32 $ 505.76 $ 227.04 8 - $ 227.04 $ 120.58 $ 347.62 $ 4.06 $ 857.44 $ 669.50 $ (19.28) $ 650.22 $ - IND $ 650.22 $ 34.27 $ 684.49 N/A N/A N/A WA $ - $ 5.49 $ 689.98 $ 24.20 $ (0.70) $ 23.50 $ - IND $ 23.50 $ 1.24 $ 24.74 $ 45.29 $ - $ 45.29 $ 24.05 $ 69.34 $ 44.69 $ (1.29) $ 43.40 $ - IND $ 43.40 $ 2.29 $ 45.69 N/A N/A N/A WA $ - $ 58.50 $ (1.68) $ 56.82 $ - IND $ 56.82 $ 2.99 $ 59.81 N/A WA N/A WA $ -

0.20 $ 94.28

0.37 $ 46.06

0.48 $ 60.29
Industrial Spedal Services
Saturday Service - Per Pull $ 45.69 $ (1.32) $ 44.37 $ - IND $ 44.37 $ 2.34 $ 46.71 N/A WA N/A WA $ $ 0.37 $ 47.08 Mandatory Signature Required - Per Pull $ 7.20 $ (0.21) $ 6.99 $ - IND $ 6.99 $ 0.37 $ 7.36 WA WA N/A WA $ $ 0.06 $ 7.42 Additional Days Terrp W0 Per Day $ 17.49 $ (0.50) $ 16.99 $ - IND $ 16.99 $ 0.90 $ 17.89 WA WA N/A WA $ - $ 0.14 $ 18.03 Stand -By Hourly Rate $ 109.48 $ (3.15) $ 106.33 $ - IND $ 106.33 $ 5.60 $ 111.93 N/A WA N/A WA $ $ 0.90 $ 112.83 Relocation/Tnp Charge/Dead Run $ 71.99 $ (2.07) $ 69.92 $ - IND $ 69.92 $ 3.68 $ 73.60 N/A WA N/A WA $ $ 0.59 $ 74.19 Packer'Turn-A-Round" Surcharge Per Pull $ 14.39 $ (0.41) $ 13.98 $ - IND $ 13.98 $ 0.74 $ 14.72 N/A WA N/A WA 8 8 0.12 $ 14.84 Heavy -Duty Truck Service - Per Pull $ 503.93 $ (14.51) $ 489.42 $ - IND 8 489.42 $ 25.79 $ 515.21 WA WA N/A WA ; $ 4.13 $ 519.34 6/0 Container Steam Cleaning after lx/Year $ 143.99 $ (4.15) $ 139.84 $ - IND $ 139.84 $ 7.37 $ 147.21 WA WA N/A WA $ $ 1.18 ; 148.39 Storage Container Rental / Delivery $ 113.74 $ (3.28) $ 110.46 $ - IND $ 110.46 $ 5.82 $ 116.28 WA WA N/A WA $ $ 0.93 $ 117.21 Storage Container Return $10.00 + Per/Mile $ 1.58 $ (0.05) $ 1.53 $ - IND $ 1.53 $ 0.08 $ 1.61 N/A WA N/A WA $ $ 0.01 $ 1.62 Emergency Services
Emergency Services Rate per Hour Includes
One Staff and One Truck $ 120.80 N/A WA N/A WA $ $ 120.80 City of Placentia, June 16, 2026 Franchise Agreement, Exhibit E Page E-4
1180

City Refuse & Recycling Coordinator Fee
Inputs
FY2025-26 Annual Fully Burdended Salary
2025 Commercial Solid Waste Tons
2025 Disposal Rate
2025 Disposal Costs
Calculation
Calculation

EXHIBIT E

EXAMPLE RATE ADJUSTMENT FORMULA
$
99,104.13
Salary Costs
Allocation to
Customer Group
18,303
$

43.76 $
800,939.28
A
Variable
(a)
(b)
B
Residential
C
D
E
Number of
Residential
Customers
Position Allocation to
Customer Group
Salary Costs
Allocation to
Customer Group
Position Allocation to
Customer Group
Annual Cost Per
Customer
Monthly Cost per
Customer
(b)
800,939.28
(a)xB
$ 49,552.07
$
C=A

4.18 D=12
$ 0.35
11858
50%
F
G
H
Commercial
J
K
Annual Revenue for
Commercial/Industrial
Customers
Annual Disposal
Costs
Net Revenue
Position Allocation to
Customer Group
Salary Costs
Allocation to
Customer Group
Sector Wide PI (%
Increase)
(b)
800,939.28
F - G
6,052,952.14
(a)xI
1 $ 49,552.07
J=H

0.82%
6,853,891.42
50%
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit E Page E-5
1181

EXHIBIT F:

REPORTING REQUIREMENTS
1182

EXHIBIT F

REPORTING REQUIREMENTS
Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things:

1. Determine and set Rates and evaluate the financial efficacy of operations.

2. Evaluate past and expected progress towards achieving Contractor's Diversion goals and objectives.

3. Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under Applicable Law.

4. Determine needs for adjustment to programs and Rates.

5. Evaluate Customer service and Complaints.

6. Determine Customer compliance with AB 341, AB 1826, SB 1383, and any subsequent State - mandated Recycling requirements.

1. Monthly Report Content
Monthly reports shall be submitted by Contractor to the City 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) the calendar year prior. Contractor shall report the information included in the following subsections.

A. Tonnage Report

1. Tonnage delivered to each Approved Facility by Customer Type, subtotaling and clearly identifying those Tons that are Diverted and those that are Disposed.

2. Bulky Items Collected by Customer Type.

3. Solid Waste Tonnage Disposed.

4. Recyclable Materials Tonnage.

5. Bulky Items Marketed and Tonnage Disposed from non-Divertible materials and Processing Residue.

6. Monthly Diversion rate by Customer Type and in aggregate for all Customer Types under this Agreement.

B. Diversion Report
Diversion level for each month and the cumulative year-to-date Diversion Level, where Diversion level shall be calculated as: (Discarded Materials Collected — Solid Waste Collected — Processing Residue Disposed) / Discarded Materials Collected.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-1
1183

EXHIBIT F

REPORTING REQUIREMENTS
C. Revenue Report
A statement detailing Gross Receipts from all operations conducted or permitted pursuant to this Agreement.

D. Customer Subscription and Collection Report

1. A summary of Customer subscription data, including the number of accounts and the number of Customers subscribing to each Service Level listed separately by Customer Type and Discarded Material type.

2. Number of Containers at each Service Level by Customer Type and program, summarizing the total gallons of Cart service, cubic yards of Bin service, and pulls and cubic yards or Tons of Roll -Off Box and Compactor service, by Customer Type. Report shall calculate the average volume of service received per: Single -Family Dwelling Unit (separately identifying Dwelling Units in a du-plex, tri-plex, or four-plex); Multi -Family Dwelling Unit; and, Commercial Customer.

3. List of all Commercial and Multi -Family Customers with Solid Waste service. Such list shall include each such Customer's service address and subscribed Solid Waste, Recyclable Materials, and Organic Materials Service Levels, and other information as required by the Agreement. The list shall include all information in one line for each Customer, illustrating the Service Level for each Material Type and the total Service Level for all Material Types to which the Customer has subscribed.

4. Number of Bulky Item/Reusable Materials Collection events by Customer Type.

5. Number of Customers subscribing to each City -approved service exemption by Customer Type; including the total number of de minim's waivers, physical space constraint waivers, and Collection frequency waivers granted in the month, in accordance with Section 4.10.2, including the Customer name and address for each waiver

6. Number of waivers reviewed and number of reverification inspections performed by Contractor, pursuant to Section 4.10.2 of this Agreement, in the month, if any, including a copy of documentation for each waiver review and reverification inspection.

7. List of Commercial Generators with decreased Service Levels, cancellation of service, and new service.

E. City Services Report

1. City facility Diversion rate report (i.e. volume of service by Service Type received by each City Facility).

2. Summary report on the programs offered to the City, as described in Exhibits B4 and B5 focused on when each service was provided and any issues/concerns identified.

F. Customer Service Report

1. Number of events of Discarded Materials being tagged for Non -Collection, summarized by the reason for tagging (e.g., inclusion of non -Recyclable or non-Compostable materials, improper set -out, Hazardous Waste, etc.).

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-2
1184

EXHIBIT F

REPORTING REQUIREMENTS

2. Number of courtesy pick-up Collections, summarized by the reason for leaving a Courtesy Pick -Up Notices (e.g., inclusion of non -Recyclable or non-Compostable materials, improper set -out, Hazardous Waste, etc.).

3. List of Customers for which Contractor has performed a courtesy pick-up Collection, including the Customer address and material type for which the courtesy pick-up Collection was performed.

4. Record of SB 1383 non-compliance Complaints received, including the following information:
a. Total number of Complaints received and total number of Complaints investigated. b. Copies of documentation recorded for each Complaint received, which shall at a minimum include the following information: (i) the Complaint as received; (ii) the name and contact information of the complainant, if the Complaint is not submitted anonymously; (iii) the identity of the alleged violator, if known; (iv) a description of the alleged violation; including location(s) and all other relevant facts known to the complainant; (v) any relevant photographic or documentary evidence submitted to support the allegations in the Complaint; and, (vi) the identity of any witnesses, if known. c. Copies of all Complaint reports submitted to the City, pursuant to Section 4.8.1.0 of this Agreement.
d. Documentation of any follow-up inspections and/or outreach, if any, conducted upon City request pursuant to Section 4.8.3 of this Agreement, which shall include at a minimum: (i) the date Contractor investigated the Complaint; (ii) documentation of the findings of the investigation; and (iii) any photographic or other evidence collected during the investigation.

G. Contamination Monitoring Report

1. Description of Contractor's process for determining the level of contamination or Container overfilling. Contractor shall document the contamination and/or overfilling through use of film or digital photography.

2. A record of each contamination fee assessed, which shall include, at a minimum:
a. Name and address of the Customer.
b. The date the contaminated Container was observed.
c. The staff who conducted the inspection.
d. The total number of violations found and a description of what action was taken for each. e. Copies of all notices to Customers with Prohibited Container Contaminants. f. Photographic documentation.

3. Documentation of the total number of Containers Disposed of due to observation of Prohibited Container Contaminants.

4. Summary report of Courtesy Pick -Up Notices, Non -Collection Notices, and/or Contamination Processing Fee Notices issued, including the date of issuance, Customer name, and service address for each notice.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-3
1185

EXHIBIT F

REPORTING REQUIREMENTS

5. A list of all Customers assessed with contamination Processing fees, pursuant to Section

4.11.E of this Agreement, reported separately by Customer Type, and including the Customer name, Customer address, and reason for the assessment of the contamination Processing fee; the total number of instances Contamination Processing Fees were assessed in the month; list of Customer Complaints in response to fee assessment; Contractor's response and actions taken in response to Customer Complaints; and, the total amount of fees collected in the month.

6. Any other information reasonably requested by the City or specified in contamination monitoring provisions of this Agreement.

2. Quarterly Report Content
A. Education and Outreach

1. A copy of all education and outreach materials provided to Generators, or otherwise used for education and outreach efforts in accordance with Section 4.6 of the Agreement and Exhibit C, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, website postings, and social media postings.

2. 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.

3. For any mass distribution through mailings or bill inserts, a record of the date, a copy of the information distributed, and the type and number of accounts that received the information.

4. A copy of all electronic media, including the dates posted or sent for: social media posts, email communications, or other electronic messages. A summary report shall be provided for electronic marketing that itemizes each communication and reports performance metrics for each that are relevant to that type of communication (e.g. open and click -through rates for email marketing, engagement numbers for social media, etc.).

5. Summary of the results of the Diversion opportunity assessments provided to Customers (reporting Multi -Family separate from Commercial) by identifying the number of Diversion opportunity assessments conducted each month in the most -recently completed quarter, including contact information with address, contact names, telephone number of Persons contacted, number of Dwelling Units (for Multi -Family), and the Recyclable Materials, Organic Materials, and Solid Waste Service Level for each complex. Include any Service Level changes resulting from such visits.

6. Summary of the public education materials and activities provided to schools in the month, if any; including results from Diversion opportunity assessments, as described in Exhibit C.

7. Dates, times, and group or event names of any site visits, meetings, and events attended in the month.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-4
1186

EXHIBIT F

REPORTING REQUIREMENTS

3. Annual Report Content
The annual report shall be the final monthly and quarterly reports, including annual totals, summary pages, and a compilation of any materials required by the monthly reports, plus the following additional information:

A. Summary Assessment
A summary assessment of the programs performed under this Agreement from Contractor's perspective relative to the financial and physical status of the program. The physical status assessment shall reflect how well the program is operating in terms of efficiency, economy, and effectiveness in meeting all the goals and objectives of this Agreement, particularly Contractor's Diversion goals. Provide recommendations and plans to improve, and highlight significant accomplishments and problems. Results shall be compared to other similar size communities served by the Contactor in the State.

B. Collection and Processing Report

1. The total Tonnage amount of Discarded Materials removed from homeless encampments and illegal Disposal sites as part of an abatement activity, listing each Collection event separately by date, location, and Tonnage Collected, pursuant to Exhibit B4.

2. A record of all compliance agreements for quarantined Organic Wastes that are Disposed, including the name of Generator, date issued, location of final Disposition, and the amount of quarantined Organic Wastes that were required to be Disposed at a landfill, pursuant to Section 4.10.3.B of the Agreement.

3. Written notification that the Approved Organic Materials Processing Facility(ies) has and will continue to have the capabilities to Process and recover the Compostable Plastics, in accordance with Section 4.1.J of the Agreement.

4. The total Tonnage amount of E -Waste and U -Waste Collected in the City by Customer type.

5. Recyclable Materials Tonnage marketed (by commodity and including average commodity value for each) and Processing Residue Tonnage Disposed.

C. Education and Outreach Report

1. 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.

2. The annual public education plan required by Exhibit C.1.A for the upcoming then -current calendar year. For example, Contractor submittal of a 2026 annual report in February 2027 shall include Contractor submittal of the annual public education plan for calendar year 2027.

D. Commercial Edible Food Generator Report

1. Commercial Customer list, including contact information requested by the City Administrator or their designee and designation of each Commercial Customer as either "Tier One", "Tier Two", or "Non -Covered" Edible Food Generator.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-5
1187

EXHIBIT F

REPORTING REQUIREMENTS
E. Vehicle 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. The total amount of RNG procured by Contractor for use in Contractor vehicles, in diesel gallon equivalents (DGE), including copies of any receipts, invoices, or other similar documentation evidencing procurement. In addition to the amount procured, Contractor shall include the total amount actually used in Contractor vehicles in the calendar year, if these values are different.

3. The name, physical location, and contact information of each entity, operation, or facility from whom Contractor procured RNG for Collection vehicles.

F. AB 341/AB 1826 Compliance
A list of Commercial Customers subscribing to four (4) or more cubic yards of Solid Waste service per week who do not currently subscribe to Recyclable Materials Collection service from Contractor.

A list of Commercial Customers subscribing to two (2) or more cubic yards of Solid Waste service per week who do not currently subscribe to Organic Materials Collection service from Contractor.

G. Subcontractors
A list of Subcontractors which Contractor plans to use in the upcoming year and an updated list of those used in the prior reporting year.

4. Additional Reports
A. Upon Incident Reporting. The City reserves the right to request additional reports or documents in the case of unforeseen events or additional requirements imposed upon the City. Contractor 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 City Administrator or their designee, which shall not to exceed ten (10) days.

B. AB 901 Reporting. At the City's option, the City may require that Contractor provide the City copies of Contractor's AB 901 reports on a regular basis (such as monthly, quarterly, or annually) or within ten (10) Business Days of the request.

C. Customized Reports. The City reserves the right to request Contractor to prepare and provide customized reports from records Contractor is required to maintain.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit F Page F-6
1188

EXHIBIT G:

EXAMPLE CORPORATE GUARANTEE
1189

EXHIBIT G

EXAMPLE CORPORATE GUARANTY
THIS GUARANTY (the "Guaranty) is given as of the 16th day of June, 2026.

THIS GUARANTY is made with reference to the following facts and circumstances:

A. Republic Services, Inc., a Delaware corporation ("Guarantor").

B. Contractor and the City have negotiated an Agreement for Collection, Processing, and Disposal of Solid Waste dated as of June 2, 2026, (hereinafter "Agreement"). A copy of this Agreement is attached hereto.

C. It is a requirement of the Agreement, and a condition to the City entering into the Agreement, that Guarantor guaranty Contractor's performance of the Agreement.

D. Guarantor is providing this Guaranty to induce the City to enter into the Agreement.

NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:

1. Guarantee of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of the Agreement which Contractor is required to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms and conditions of the Agreement, Guarantor will promptly and fully perform, satisfy or observe them in the place of Contractor or cause them to be performed, satisfied or observed. Guarantor hereby guarantees payment to the City of any damages, costs or expenses which might become recoverable by the City from Contractor due to its breach of the Agreement.

2. Guarantor's Obligations Are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with respect to any payment obligation of Contractor under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditional upon the genuineness, validity, regularity or enforceability of the Agreement. In any action brought against the Guarantor to enforce, or for damages for breach of, its obligations hereunder, the Guarantor shall be entitled to all defenses, if any, that would be available to Contractor in an action to enforce, or for damages for breach of, the Agreement (other than discharge of, or stay of proceedings to enforce, obligations under the Agreement under bankruptcy law).

3. Waivers. Except as provided herein the Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of Contractor; (2) the actual or purported rejection by a trustee in bankruptcy of the Agreement, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (3) any waiver with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of the City's rights or remedies against Contractor; or (4) any merger or consolidation of Contractor with any other corporation, or any sale, lease or transfer of any or all the assets of Contractor. Without limiting the generality of the foregoing, Guarantor hereby waives the rights and benefits under California Civil Code Section 2819.

The Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2846, 2849, and 2850, including without limitation, the right to require the City to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral the City may hold now or hereafter hold, or (c) pursue any City of Placentia, June 16, 2026
Franchise Agreement, Exhibit G
Page G-2
1190

EXHIBIT G

EXAMPLE CORPORATE GUARANTY
other right or remedy for Guarantor's benefit, and agrees that the City may proceed against Guarantor for the obligations guaranteed herein without taking any action against Contractor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the City may hold now or hereafter hold. The City may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Contractor or any other guarantor or pledgor without impairing the City's rights and remedies in enforcing this Guaranty.

The Guarantor hereby waives and agrees to waive at any future time at the request of the City to the extent now or then permitted by applicable law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty.

The Guarantor hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non-payment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantor's obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Contractor prior to such avoidance or recovery, and (b) payment in full of any obligations then outstanding.

4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed or otherwise discharged and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by the City of any performance bond or other collateral to assure the performance of Contractor's obligations under the Agreement.

Guarantor shall not be released of its obligations hereunder so long as there is any claim by the City against Contractor arising out of the Agreement based on Contractor's failure to perform which has not been settled or discharged.

5. No Waivers. No delay on the part of the City in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of the City to take other or further action without notice or demand.

No modification or waiver of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it is given.

6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, Guarantor agrees in the event of Guaranty's breach of its obligations, to pay reasonable attorney's fees and all other reasonable costs and expenses incurred by the City in enforcing this Guaranty or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the Parties hereunder.

7. Governing Law: Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws, rules for all purposes including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by the City to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to personal jurisdiction over it by such courts. Guarantor appoints the following Person as its agents for service of process in California:

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit G Page G-3
1191

EXHIBIT G

EXAMPLE CORPORATE GUARANTY
With a copy by certified mail to:

8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity will have not have an effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect.

9. Binding On Successors. This Guaranty shall inure to the benefit of the City and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency.

10. Authority. Guarantor represents and warrants that it has the corporate power and authority to give this Guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and By -Laws, and that the Person signing this Guaranty on its behalf has the authority to do so.

11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows:

To the City/District:

City of Placentia
City Administrator
401 East Chapman Avenue
Placentia, California 92870
with a copy to the City Attorney at the same address.

To the Guarantor:

City of Placentia, June 16, 2026
Franchise Agreement, Exhibit G
Page G-4
1192

By:

By:
(title)
(title)

EXHIBIT G

EXAMPLE CORPORATE GUARANTY
City of Placentia, June 16, 2026
Franchise Agreement, Exhibit G
Page G-5
1193

EXHIBIT H:

CONTRACTOR'S FAITHFUL PERFORMANCE BOND
1194

EXHIBIT H

CONTRACTOR'S FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

That , a California , as PRINCIPAL, and
. a Corporation organized and doing business by virtue of the laws of the State of California, and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings required or authorized by the laws of the State of California, as SURETY, are held and firmly bound to the City of Placentia ("City"), hereinafter called OBLIGEE, in the penal sum of one million dollars ($1,000,000) lawful money of the United States, for the payment of which, well and truly to be made, we and each of us hereby bind ourselves, and our and each of our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT:

WHEREAS, the above bounden PRINCIPAL has entered into a contract, entitled "INTEGRATED SOLID WASTE MANAGEMENT SERVICES" with City, to do and perform the following work, to wit: Collect, Process and Dispose of Solid Waste generated within the City, in accordance with the contract.

NOW, THEREFORE, if the above bounden PRINCIPAL shall well and truly perform, or cause to be performed each and all of the requirements and obligations of said contract to be performed by said PRINCIPAL, as in said contract set forth, then this BOND shall be null and void after receipt of written release from the City as described in Section 9.4 of this Agreement; otherwise it will remain in full force and effect.

And the said Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this BOND, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications.

In the event suit is brought by OBLIGEE to enforce the provisions of this bond, said Surety will pay to OBLIGEE reasonable attorneys' fees, plus costs of suit, in an amount to be fixed by the court.

IN WITNESS WHEREOF, said PRINCIPAL and said SURETY have caused these presents to be duly signed and sealed this DAY OF , 2026.
a California Corporation SURETY
By:
(PRINCIPAL)
(SEAL)
City of Placentia, June 16, 2026
By:
(ATTORNEY IN FACT)
(SEAL)
Franchise Agreement, Exhibit H
Page H-1
1195

EXHIBIT I:

EXHIBIT RESERVED
1196

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE INCLUDES SB 1383 AND OTHER

APPLICABLE LAW
1197

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE
DRAFT SB 1383 Implementation Plan - Outreach and Education City of Placentia
All implementation dates are TARGETS, subject to the date of Contract commencement and Republic's ability to procure without delays outside our control.

Should any delays occur, Republic will immediately communicate these to the city so that the implementation schedule can reflect necessary adjustments.

Task #
Description
1 Welcome Packet Initial Mailing (Residential -3 carts currently) Develop letter and service guide
Finalize with City approval
Print & Mail to residential customers with 3 carts
Direct invoices to residents with additional carts
2 Welcome Packet Initial Mailing (Residential/Multifamily/Townhomes -2 carts Develop letter and service guide
Finalize with City approval
Print & Mail to residential customers with 2 carts
L 3
Welcome Packet Initial Mailing (Commercial & Multi -Family) Develop letter and service guide
Finalize with City approval
Print and mail to select customers
Distribute to customers during site visits
4 Corrective Action Notice
Develop
Finalize with City approval
Print Notice for Distribution
Driver training w/ tags
Begin tagging
F-5
Courtesy Pickup Notice
Develop
Finalize with City approval
Print Notice for Distribution
Driver training w/ tags
Begin tagging
6 Residential Newsletter (4 x per year distribution)
Develop newsletter articles with City
Finalize with City approval
Print & Mail
7 Commercial Newsletter (4 x per year distribution)
Develop Annual Notice
Finalize with City approval
Print & Mail
Amendment Owner
Section
RS
City
RS
RS
RS
City
RS
Target Start
Date
RS
City
RS
RS Ongoing
RS
RS & City
RS
RS
RS
RS
RS
RS
RS
RS
RS
City
RS
RS
City
RS
Target End
Date
Completion
Status
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit 3

Page 3 ends

Notes/ Results
1198

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE
nEPUEUL
DRAFT SB 1383 Implementation Plan - Outreach and Education (Continued) City of Placentia
All implementation dates are TARGETS, subject to the date of Contract cfmmencementand Republic's ability to procure without delays outside our control.

Should any delays occur, Republic will immediately communicate these n the city so that the implemertation schedule can reflect necessary adjustments.

Task #
Description
8 Customer Brochures, Flyers, Posters, etc.

Develop marketing pieces for City Hall, events, site visits, etc.

Finalize with City approval
Print & distribute
Amendment Owner Target Start
Section Date
RS
RS
RS & City Ongoing
9 Update Website for SB 1383
Implement changes to Placentia specific URL and add resources to page City Ongoing Finalize with City review RS Ongoing
Post materials to website RS & City Ongoing
10 Edible Food Recovery Assistance
Procure edible food recovery company to complete implementation RS Assist City in identifying Tier 1 & 2 generators RS
Develop marketing/educational materials for program RS
Conduct inspections and distribute information to generators RS & City Ongoing 11 Robo Calls
Develop script RS
Finalize with City Approval RS
Aquire customer call list from city RS
Deploy RS & City Ongoing
12 Contamination Tag, Non Collection and Courtesy Pick up Notices (Residential RS & Commercial)
Develop RS
Finalize with City Approval RS
Print
13 City Facilities RS
Conduct site visits RS
Mark Recommendations RS
Compliance
Containers Delivered
14 How To Flyers RS
Develop RS
Finalize with City Approval RS
Print
Target End
Date
Completion
Status
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit 3

Page 3 ends

Notes/ Results
1199

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE
Draft SB 1383 Implementation Plan - Customer Enrollment City of Placentia
All implementation dates are TARGETS, subject to the date of Contract commencement and Republic's ability to procure without delays outside our control.

Should any delays occur, Republic will immediately communicate these to the city so that the implementation schedule can reflect necessary adjustments.

Task #
Description
1 City Cloud Based Software
Determine City software system to be purchased
Purchase cloud -based software and import data
Schedule Trainings with software company
2 City Waiver Application
Distribute to applicable Customers during site visits
Update City software reporting system to reflect all submitted waiver applications 3 Container Labels
Develop container labels for organics residential cart. (35, 65, and 95 gallon) to be mailed with Welcome packet.

Develop container labels for recycling and organic residential cart.

Submit to City for Review
Existing Containers: Print and include labels to newly deployed containers New Carts: Provide graphics to container manufacturer to affix on new carts.

New Bins: Print and include labels for RS container shop to affix to newly deployed containers.
4A
4B
Day 1 of New Contract : Order Carts with SB 1383 requirements for Single -Family and Townhome Customers in need of Organics Materials Carts
Begin delivering organic carts to single family residents Notify Customers of auto -enrollment scope, timelines, service levels applied to their accounts, container delivery dates, and expected service commencement dates. Republic to print and distribute auto -enrollment letters.

Update service data as auto -enrolled services are implemented.

Delivery 35 gallon carts to residents with 2 -cart service.

Results reported to the City on a monthly basis, including all Customers who refuse service Amendment 1 Owner Target Start
Section Date
RS
RS & City
RS & City
RS
RS
RS & City
RS
Target End
Date
Completion
Status
RS
RS 6/1/2026
RS 6/1/2026 8/28/2026
RS
RS & City
RS & City
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit 3

Page 3 ends

Notes/ Results
1200

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE
Draft SB 1383 Implementation Plan - Customer Enrollment (Continued) City of Placentia
All implementation dates are TARGETS, subject to the date of Contract commencement and Republic's ability to procure without delays outside our control.

Should any delays occur, Republic will immediately communicate these to the city so that the implementation schedule can reflect necessary adjustments.

Task #
Description
Amendment Owner Target Start
Section Date
Target End Completion
Date Status
Notes/ Results
5A1 Container Procurement (Commercial Carts)
Order Carts with SB 1383 requirements for Customers enrolling in Organic Materials and Recycling Cart service
RS 7/1/2026
5A2
5B
Order Bins with SB 1383 requirements for Customers enrolling in Organic Materials and Recycling Bin service
Initial list of total number of customers not receiving either Recycling and Organic Materials services on a monthly basis.

Remove verified exemption customers from auto -enrollment procedures Deliver commercial carts/bins to commercial/multifamily customers City of Placentia, June 16, 2026
RS 7/1/2026
RS & City
RS 6/1/2026
RS 7/1/2026 1
8/15/2026 112/30/2026
Franchise Agreement, Exhibit J

Page 3 ends

1201

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE
ttAl
NE p.p.LIC
Draft SB 1383 Implementation Plan - Customer Enrollment (Continued) City of Placentia
All implementation dates are TARGETS, subject to the date of Contract commencement and Republic's ability to procure without delays outside our control.

Should any delays occur, Republic will immediately communicate these to the city so that the implementation schedule can reflect necessary adjustments.

Task #
Description
Amendment Owner Target Start
Section Date
Target End Completion
Date Status
Notes/ Results
5A1 Container Procurement (Commercial Carts) (Continued) 6 Update service data and billing data as auto -enrolled services are implemented.

Results reported to the City on a monthly basis, including all Customers who refuse service Monitoring: Upon completion of auto -enrollment, Republic Services to provide all auto - enrolled Customers technical assistance, including right -sizing, training, and education. City or Customer may request that Republic perform on-site monitoring.

Billing for Subscription of Services to Single -Family Residential and Multiple -Unit Dwellings with Additional Carts
Direct invoices to residents with additional carts
7 Commercial and Multiple -Use Dwelling Generator Compliance Reviews Conduct desk review of all Customers generating more than 2 cubic yards of Solid Waste per week
Identify all noncompliant Customers during desk review
Assist customers with selecting appropriate Containers and Container sizing Develop customer proposal template for City approval
Provide a written proposal to each non-compliant Commercial and Multiple -Unit Dwelling Customer
Attempt to reach nonresponsive Customers 3 times (one attempt must be an in person site visit) after supplying proposal
Refer Customer to City for enforcement after 3 unsuccessful outreach attempts within a 30 day period
City enforcement against noncompliant Generators
RS & City
RS & City
RS
Ongoing
Ongoing
Ongoing
RS Ongoing
RS Annually
RS Annually
RS Annually
RS & City Annually
RS Ongoing
RS
RS & City
City Ongoing
Annually
Ongoing
Ongoing
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit 3

Page 3 ends

1202

EXHIBIT J:

CONTRACTOR'S IMPLEMENTATION PLAN AND SCHEDULE

REPUBLIC
Draft SB 1383 Implementation Plan - Other Operating Procedures City of Placentia
All implementation dates are TARGETS, subject to the date of Contract commencement and Republic's ability to procure without delays outside our control. Should any delays occur, Republic will immediately commuiicate these to the city so that the implementation schedul- can reflect necessary adjustments.

Task #
Description
Amendment
Section
Owner Target Start Target End
Date Date
Completion
Status
Notes/ Results
1 Shred Event
Determine event date (Saturday) & venue/location
Schedule trucks
Market Event
2 Compost Event
Determine event date (Saturday) & venue/location
Schedule trucks
Market Event
RS & City TBD Annually
RS & City
RS & City
RS
RS & City TBD Annually
RS & City
RS & City
RS
3 Annual Route Reviews RS Ongoing
Propose route review methodology and schedule for performance RS & City Conduct route review as scoped RS
Submit annual route review plan to City
RS & City
1 event per year
1 event per year
Calendar year requirement. Can be provided in alignment with Public Education and Outreach Plan.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit 3

Page 3 ends

1203

EXHIBIT K:

PER TON ORGANIC MATERIALS ADJUSTMENT EXAMPLE
1204

EXHIBIT K:

PER TON ORGANIC MATERIALS ADJUSTMENT EXAMPLE
: Data to be entered in bold, outlined boxes with yellow highlight. : Information to be removed when Processing Cost is adjusted by CPI Values and rates used for example purposes only.

Residential Rate Adjustment for Change to Organic Materials Facility Row
Republic's
2025 Organics
Costs
[Insert Facility
Name]
Organics Costs
Increase (Decrease)
to Residential
Monthly Rate
Notes
Residential Single -Family
1 Pre -Processing Cost /Ton
2 Transportation Cost / Ton
3 Tip Fee/Ton
4 Processing Cost / Ton of Organic Materials*
5 Lbs. / Ton
6 Organic Materials Processing Cost / Lb. $
7 Estimated Lbs. of Organic Materials / Home / Week
8 Organic Materials Processing Cost / Home / Week $
9 Weeks / Month
Single -Family Organic Materials Processing Cost / Home / Month
*Processing Cost / Ton of Organic Materials to be adjusted by percentage change in CPI between the year Republic uses an alternative organics facility per direction of the City and the annual average CPI of 2025 prior to determining the Customer impact.

48.86 57.05
$ 47.74
$ 153.65
2,000
$ 0.08

3.00 $ 0.24

4.33 $ 48.86

15.92 82.00
$ 146.78
2,000

0.07 3.00

0.21 4.33
10 1.04

0.91 (0.13)
Future Organics Pre -Processing costs equal to
Current Pre -Processing Costs
Future Organics Transportation Costs assumed
equivalent to disposal transportation costs for
Rainbow Facility to OC Waste and Recycling.

Future Organics Tip Fee based on proposed OCWR
WISE Tip Fee.

Calculation: R1 + R2 + R3
Calculation: R4=R5
From R11
Calculation: R6x R7
Calculation: R8 x R9
Key Assumptions
Row Description Assumption Units
Notes/Source
11 Single -Family Food Waste Lbs. / Home / Week
12 Organic Materials Pre -Processing Rate / Ton
13 Organics Transportation Cost / Ton from Recology to Kochergen 14 2024 Organics Tip Fee / Ton at Recology
15 July 2025 Transportation of Material from Rainbow to OCWR Landfills

3.00 Lbs. / Home / Week
$ 48.86 Cost / Ton
$ 57.05 Cost / Ton
$ 47.74 Cost / Ton
$ 15.92 Cost / Ton
From Republic's proposal dated October 20, 2025.

From Republic's proposal dated October 20, 2025.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit K Page K-1
1205

EXHIBIT L:

COUNTY WASTE INFRASTRUCTURE SYSTEM ENTERPRISE

AGREEMENT
1206

EXHIBIT M:

FACILITIES LIST
1207

EXHIBIT M:

FACILITIES LIST
Approved or Designated
Facility Type
Required Facility Information
Approved Transfer
Facility(ies)
Designated Disposal
Facility(ies)
Facility Name: CVT Regional Material Recovery and TS
• Address: 1131 N. Blue Gum St. Anaheim, CA 92806
• Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0335
• Facility Type: Materials Recovery Facility and TS
• Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Facility Name: Rainbow Transfer/Recycling
• Address: 17121 Nichols Lane Huntington Beach CA, 92647 • Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0099
• Facility Type: Materials Recovery Facility and TS
Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Facility Name: Olinda Alpha Landfill
• Address: 1942 N. Valencia Avenue
Brea, CA 92823
• Operator: OC Waste and Recycling
• SWIS Number: SWIS 30 -AB -0035
• Facility Type: Landfill
• Material Type(s): Solid Waste
• (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Facility Name: Frank R. Bowerman Sanitary Landfill
• Address: 11002 Bee Canyon Access Road, Irvine, CA 92618 • Operator: OC Waste and Recycling
• SWIS Number: 30 -AB -0360
• Facility Type: Landfill
• Material Type(s): Solid Waste
• (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Facility Name: Prima Deschecha Landfill
• Address: 32250 Avenida La Pata San Juan Capistrano, CA 92675 • Operator: OC Waste and Recycling
• SWIS Number: 30 -AB -0019
• Facility Type: Landfill
• Material Type(s): Solid Waste
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit M Page M-1
1208

EXHIBIT M:

FACILITIES LIST
Approved or Designated
Facility Type
Required Facility Information
Approved C&D Facility(ies)
• (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Facility Name: CVT Regional Material Recovery and TS
• Address: 1131 N. Blue Gum St. Anaheim, CA 92806
• Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0335
• Facility Type: Materials Recovery Facility and TS
• Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Rainbow Transfer/Recycling
• Address: 17121 Nichols Lane Huntington Beach CA, 92647 • Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0099
• Facility Type: Materials Recovery Facility and TS
• Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Approved Organic Materials Facility Name: Agromin OC Ontario Processing Facility(ies) • Address: 8292 Edison Ave. Ontario, CA 91762 • Operator: Agromin
• SWIS Number: SWIS 36 -AA -0499
• Facility Type: Composting site
• Material Type(s): Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
Facility Name: Agromin OC- Oceanside Green Materials
• Address: 1200 Wilshire Rd. Fallbrook, CA 92028
• Operator: Agromin
• SWIS Number: 37 -AA -0991
• Facility Type: Composting
• Material Type(s): Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
Facility Name: Recology Blossom Valley Organics
• Address: 6061 N Wheeler Ridge Rd. Lamont, CA 93242
• Operator: Recology
• SWIS Number: SWIS 15 -AA -0307
• Facility Type: Composting
• Material Type(s): Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit M Page M-2
1209

EXHIBIT M:

FACILITIES LIST
Approved or Designated
Facility Type
Required Facility Information
Facility Name: Kochergen Farms Composting
• Address: Avenal Cutoff Rd. and Omaha Ave. Avenal CA 93239 • Operator: Kochergen Farms
• SWIS Number: SWIS 16 -AA -0022
• Facility Type: Composting
• Material Type(s): Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
Facility Name: Republic Services Copper Mountain Landfill • Address: 34853 East County 12th Street, Wellton, AZ 85356 • Operator: Republic Services
• SWIS Number: None
• Facility Type: Landfill
• Material Type(s): Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
Facility Name: Rialto BioEnergy Facility,
• Address: 503 East Santa Ana Avenue Rialto, CA 92376
• Operator: Anaergia Services
• SWIS Number: SWIS 36 -AA -0446 503
• Facility Type: Large Volume In -Vessel Digestion Facility • Material Type(s): Source Separated Organic Materials
• (If Applicable) Transfer Facility: CVT or Rainbow
Approved Recyclable Facility Name: CVT Regional Material Recovery and TS Materials Processing Facility • Address: 1131 N. Blue Gum St. Anaheim, CA 92806 • Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0335
• Facility Type: Materials Recovery Facility and TS
• Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Rainbow Transfer/Recycling
• Address: 17121 Nichols Lane Huntington Beach CA, 92647 • Operator: Republic Services
• SWIS Number: SWIS 30 -AB -0099
• Facility Type: Materials Recovery Facility and Transfer Station • Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Waste Management of Orange
• Address: 2050 Glassell Street Orange, CA 92865
• Operator: USA Waste of California, Inc
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit M Page M-3
1210

EXHIBIT M:

FACILITIES LIST
Approved or Designated
Facility Type
Required Facility Information
• SWIS Number: 30 -AB -0363
• Facility Type: Transfer/ Processing
• Material Type(s): Source Separated Recyclable Materials • (If Applicable) Transfer Facility: CVT or Rainbow
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit M Page M-4
1211

EXHIBIT N:

LIST OF RECYCLABLE MATERIALS AND ORGANIC MATERIALS
1212

EXHIBIT N:

LIST OF RECYCLABLE MATERIALS AND ORGANIC MATERIALS
General
The materials listed in Exhibit N shall comply with all Applicable Laws, as amended from time to time, and shall be reviewed annually by the Parties. The Parties shall memorialize such review in accordance with the requirements of Applicable Law, including, but not limited to, SB 54.

1. Recyclable Materials
Recyclable Materials are the materials listed in this Exhibit N, Section 1, as mutually agreed upon by the City and Contractor.

A. Paper:

1. Kraft paper, all forms

2. Molded fiber packaging

3. Cardboard

4. Paperboard, all forms

5. White or colored paper, all forms

6. Other/mixed paper, all forms (e.g. newspaper, magazines, junk mail, school notebooks)
B. Metal:

1. Aluminum:
a. Containers, non -aerosol
b. Foil sheets
c. Foil molded containers
d. Aerosol cans

2. Tin, steel, and bi-metal containers

3. Scrap metal

4. Small metal (no size greater than two inches (2"))
C. Glass:

1. Bottles (with or without plastic component)

2. Jars (with or without plastic component)

3. Small glass (no side greater than two inches (2"), with or without plastic component) D. Plastic:

1. PET (#1):
a. Bottles, jugs, and jars (clear/natural)
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit N Page N-1
1213

EXHIBIT N:

LIST OF RECYCLABLE MATERIALS AND ORGANIC MATERIALS
b. Bottles, jugs, and jars (pigmented/color)
c. Thermoformed containers, cups, lids, plates, trays, tubs (three dimensional) d. Other rigid items (three dimensional containers)

2. HDPE (#2):
a. Bottles, jugs and jars (clear/natural)
b. Bottles, jugs, and jars (pigmented/color)
c. Pails and buckets
d. Other rigid items (including three dimensional containers)

3. PP (#5)
a. Bottles, jugs, and jars
b. Thermoformed containers, cups, lids, plates, trays, tubs c. Other rigid items (three dimensional containers)

2. Organic Materials
Organic Materials are the materials listed in this Exhibit N, Section 2 that may be amended from time to time by mutual agreement of the Parties.

A. Food Scraps:

1. All kitchen and table food

2. Animal or vegetable waste that is generated during or results from the storage, preparation, cooking, or handling of food stuffs (excluding any animal waste and remains from slaughterhouses or butcher shops facilities inspected by United States Department of Agriculture, Food Safety Inspection Service, or California Department of Food and Agriculture )

3. Fruit waste, grain waste, dairy waste, meat waste, and fish waste

4. Vegetable trimmings and houseplant trimmings

5. Other Organic Waste common to the occupancy of Residential Customers and some Commercial kitchen operations
B. Food Soiled Paper. Food Soiled Paper includes paper material that is Compostable, has come into contact with Food Scraps or liquids, is not coated or lined with any non -paper material ("uncoated"), and is not made of synthetic materials ("non -synthetic"), including:

1. Other/mixed paper, all forms (without plastic component), such as:
a. paper plates
b. paper coffee cups
c. napkins
d. paper towels
City of Placentia, June 16, 2026 Franchise Agreement, Exhibit N Page N-2
1214

EXHIBIT N:

LIST OF RECYCLABLE MATERIALS AND ORGANIC MATERIALS
e. paper lunch bags
f. coffee filters
g. paper straws
h. paper egg cartons

2. Pizza boxes / food -soiled Cardboard

3. Small paper and fiber (no size greater than 2", without plastic component) C. Yard Trimmings:

1. Grass

2. Lawn clippings

3. Shrubs

4. Plants

5. Weeds

6. Branches

7. Other forms of Organic Materials generated from landscapes, yards, or gardens D. Other:

1. Untreated wood, all forms (without plastic component)

2. Compostable Plastic bags that are accepted at the Approved Organic Materials Processing Facility.

City of Placentia, June 16, 2026 Franchise Agreement, Exhibit N Page N-3
1215

WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
("WISE AGREEMENT")
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
the

CITY OF PLACENTIA
Dated April 21, 2026
County Authorization Date:

County Notice Address:

City Authorization Date:

April 21, 2026
City Notice Address:

Director Jennifer Lampman, City Administrator
OC Waste & Recycling City of Placentia
601 N. Ross Street 5th Floor 401 E Chapman Ave
Santa Ana, CA 92701 Placentia, CA 92870
1216

TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.1 DEFINITIONS 2
Section 1.2 INTERPRETATION 7

ARTICLE II

REPRESENTATIONS AND WARRANTIES
Section 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY 8 Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY 9

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1 DELIVERY OF WASTE 9
Section 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY. 11 Section 3.3 COUNTY RIGHT TO REFUSE WASTE 12
Section 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE 13
Section 3.5 MISCELLANEOUS OPERATIONAL MATTERS 14
Section 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. 14
Section 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. 15

ARTICLE IV

CONTRACT RATE
Section 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE 15 Section 4.2 CONTRACT RATE 15
Section 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE 21 Section 4.4 BILLING OF THE CONTRACT RATE 21
Section 4.5 RESTRICTED RESERVES 21
Section 4.6 AUDITED FINANCIAL STATEMENTS 22
Section 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION 22

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
Section 5.1 BREACH 23
Section 5.2 CITY CONVENIENCE TERMINATION 23
Section 5.3 TERMINATION. 23
Section 5.4 NO WAIVERS 24
Section 5.5 FORUM FOR DISPUTE RESOLUTION 24

ARTICLE VI
TERM
Section 6.1 EFFECTIVE DATE AND TERM. 24
Section 6.2 COMMENCEMENT DATE 25
1217

ARTICLE VII

GENERAL PROVISIONS
Section 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM 26 Section 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. 26
Section 7.3 INDEMNIFICATION 27
Section 7.4 RELATIONSHIP OF THE PARTIES 27
Section 7.5 LIMITED RECOURSE. 27
Section 7.6 PRE-EXISTING RIGHTS AND LIABILITIES 27
Section 7.7 NO VESTED RIGHTS 28
Section 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING 28 Section 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES 28
Section 7.10 AMENDMENTS 28
Section 7.11 NOTICE OF LITIGATION 28
Section 7.12 FURTHER ASSURANCES 28
Section 7.13 ASSIGNMENT OF AGREEMENT 28
Section 7.14 INTEREST ON OVERDUE OBLIGATIONS 28
Section 7.15 BINDING EFFECT 28
Section 7.16 NOTICES 28
APPENDIX 1

ESTIMATED ANNUAL TONNAGE
APPENDIX 2

CUMULATIVE TONNAGE
APPENDIX 3

CUMULATIVE CAPITAL COSTS
APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGEMENT
APPENDIX 5

ORGANIC SERVICES AGREEMENT
1218

WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
THIS WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT ("WISE Agreement" or "Agreement" are used interchangeably) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the city, special district, or sanitary district designated on the cover page of this Agreement (the "City"). County and City may hereinafter be referred to singularly as "Party" or collectively as "Parties.".

RECITALS
The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills ("County Landfills"), resource recovery, recycling and organics programs, infrastructure and operations, closed landfills, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

The County is also responsible for the long-term management of twenty (20) closed landfills as required under Applicable Law.

County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the "Act") and the Short-lived Climate Pollutants Reduction Act ("SB 1383"). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal. Agreements ("WDAs"), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation ("Organics Legislation") that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State's landfills was identified as a significant source of methane that could be reduced.

On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-03 I to respond to the State's increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates.

The County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State's Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the 1219

Disposal System and is offering interested Cities the option of participating in the County provided Organic Processing Services pursuant to a separate Organic Services Agreement ("OSA") as provided in Appendix 5.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Waste Infrastructure System Enterprise Agreement ("WISE Agreement" or "Agreement"), on the terms and conditions set forth herein. The County and City acknowledge that the currently operative WDA shall remain in full force and effect until its expiration or the WISE Agreement Commencement Date, whichever comes first.

The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing disposal rate stability, predictable and reliable long-term disposal service, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Waste Infrastructure System, thereby enabling the County to plan, manage, operate and finance improvements to the Waste Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below.
"Acceptable Waste" means all garbage, refuse, rubbish, Organic Waste and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi -family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law.
"Act" means AB 939 the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. "Agreement" means this Waste Infrastructure System Enterprise Agreement ("WISE Agreement") between the County and the City as the same may be amended or modified from time to time in accordance herewith. "Appendix" means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof
"Applicable Law" means the Act, Organics Legislation, the Orange County Code of Ordinances, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or State rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System, and the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes). 1220

"CalRecycle" means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. CalRecycle oversees the State's waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
"Capital Costs" means all costs of the Waste Infrastructure System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange Auditor - Controller in compliance with the California State Controller's Manual, including but not limited to all of the categories of costs of the Waste Infrastructure System including but not limited to "Buildings and Improvements, and Infrastructure" (Object Code 4200), "Equipment" (Object Code 4000-4040) and "Intangible" (Object Code 4250- 4299) in the County of Orange — Chart of Accounts, or any successor accounting or reporting system utilized by the County.
"CEQA" means the California Environmental Quality Act, codified in California Public Resources. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder. "Change in Law" means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System or other matters to which Applicable Law applies:
(1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); or
(2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or
(3)
the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (4) any new or revised requirements or fees relating to the funding or provision of Waste Infrastructure Services, including but not limited to, Integrated Waste Management Act Fees, Host Fees, regulations for disposal operations, organics processing and diversion, recycling initiatives or activities associated with the remediation, closure, funding or monitoring of closed landfills with respect to facilities comprising the Waste Infrastructure System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. "City" means, as applicable, the City (general law, charter or other), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement, 1221

"City Acceptable Waste" means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(D) hereof).
"Consumer Price Index" or "CPI" means a blend of the following two indexes based on the following percentage of each: 60% of the CPI shall be comprised of the Consumer Price Index published by the Bureau of Labor Statistics for All Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG); and, 40% of the CPI shall be comprised of the Consumer Price Index for All Urban Consumers, not seasonally adjusted, all items index (CPI -U) — All items in Los Angeles -Long Beach -Anaheim (CUURS49ASA0).

In the event either of the forgoing indexes is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the Orange County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement. "Commencement Date" means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof.
"Contract Date" means the first date on which this Agreement has been executed by both parties hereto. "Contract Rate" has the meaning specified in Section 4.2 hereof "Contract Year" means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year.
"Controllable Waste" means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is:
(1) Non -Recycled City Acceptable Waste;
(2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and
(3)
collected and hauled by Franchise Haulers.
"County" means the County of Orange, a political subdivision of the State of California and party to this Agreement.
"County Landfills" means all active Class III sanitary landfills located within the County of Orange and operated by the Department. At the time of execution, County Landfills consist of the Olinda Alpha Landfill located in Brea, California, the Frank R. Bowerman Landfill located in Irvine, California, and the Prima Deshecha Landfill located in San Juan Capistrano, California. (Note: The current estimated closure date for the Olinda Alpha Landfill is 2036 as specified in its Solid Waste Facility Permit. Throughout the term of this Agreement, County reserves the right to reduce, continue, expand, or cease all operation at the Olinda Alpha Landfill at its sole discretion.) "County Plan" means the integrated waste management plan of the County approved by CalRecycle pursuant to the Act as in effect from time to time.
"County Acceptable Waste" means Acceptable Waste generated in the County. "County -wide Recycling Services" has the meaning set forth in subsection 3.7(A) hereof. "Cumulative Tonnage Target" for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year.
"Department" means OC Waste & Recycling, and any agency, department or other Governmental Body 1222

which succeeds to the duties and powers thereof.
"Designated Facility" means the landfill or other County facility that the Department directs or assigns City Franchise Haulers to deliver City Acceptable Waste.
"Director" means the Director of OC Waste & Recycling.
"Disposal Services" means the solid waste disposal and other services to be provided by the County pursuant to the Service Covenant and as otherwise provided in this Agreement. "Disposal System" means the Waste Infrastructure System which includes solid waste disposal operations at active landfills; Organics Infrastructure; regional Household Hazardous Waste Collection Centers; and other waste management related systems deemed necessary by the County, as well as services, such as post -closure maintenance and other activities, at closed landfills formerly operated by the County, as appropriate under Applicable Law. "Environmental Fund" means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability.
"Franchise Hauler" means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. "Full Cost Recovery" means all facets of Department costs and responsibilities including, but not limited to; operation, maintenance and management of the Waste Infrastructure System, labor and equipment, capital projects, environmental monitoring and mitigation, site closure, legal and regulatory compliance, long -tern post -closure maintenance, remediation costs, planning for contingencies associated with the County's long-term liability and maintaining adequate financial reserves.
"Governmental Body" means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority.
"Hazardous Material" or "Hazardous Substance" has the meaning given such term in CERCLA, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code Section §78000 et seq.), and Titles 26 and 27 of the California Code of Regulations and other regulations promulgated thereunder. "Hazardous Waste" means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40. The terns Hazardous Waste, Hazardous Material or Hazardous Substance shall be used interchangeably in this Agreement when not referring to specific Applicable Law.
"Host Fee" means the amount paid pursuant to Cooperative Agreements, referred to in Section 1.2 (I) of this Agreement, to compensate the cities identified in Section 1.2(1) ("Host Cities") for costs or impacts incurred by Host Cities which might be associated with County Landfills due to their location within Host City boundaries, and not already substantially avoided or mitigated through the identification and adoption of Project Design Feature and Mitigation Measures.
"Imported Acceptable Waste" means Acceptable Waste that is generated outside of the geographical boundaries 1223

of the County and delivered to the Waste Infrastructure System. "Importation Agreement" means an agreement between the County and any public or private entity for the delivery and acceptance of Imported Acceptable Waste pursuant to contract. "Independent Haulers" means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Waste Infrastructure System pursuant to a franchise, contract, permit or other authorization with a City in the County. "Initial Term" has the meaning specified in Section 6.1(A) hereof. "Legal Entitlement" means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Waste Infrastructure System or the performance of any obligation under this Agreement or the matters covered hereby.
"Legal Proceeding" means every action, suit, litigation, arbitration, administrative or regulatory proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. "Loss -and -Expense" means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. "MRF Fines" mean undersized or pulverized material consisting of small fractions of waste that are created during the recycling process as Material Recovery Facilities. "Net Import Revenues" has the meaning ascribed thereto in Section 3.6(F). "Non -Recycled City Acceptable Waste" means all City Acceptable Waste other than Recycled City Acceptable Waste.
"OC Waste & Recycling Enterprise Fund" means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Waste Infrastructure System. "Organics Infrastructure" means organic processing facilities designed to receive and process Organic Waste to support the State's Organic Legislation goals, promote local recycling, and/or assist local jurisdictions in meeting their organic diversion requirements which are utilized by interested Cities in connection with their participating in County -provided Organic Processing Services pursuant to a separate Organic Services Agreement. "Organics Legislation" means organics recycling legislation including AB 1594, AB 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste. "Organics Processing Services" means the services provided by County to Cities that choose to enter into the Organic Services Agreement provided in Appendix 5.
"Organics Services Agreement" ("OSA") means that separate agreement (as provided in Appendix 5) between County and interested Cities, whereby the County agrees to provide Organic Processing Services to interested Cities pursuant to the terms of the OSA.
"Organic Waste" means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). "Overdue Rate" means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower.
1224

"Participating City" means any City executing a WISE Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. "Participation Threshold" means the point at which the percentage of the County's Acceptable Waste attributable to Participating Cities which have executed and delivered Agreements shall exceed 50% percent (using the percentage rates attributed to such Participating Cities in Appendix I). "Posted Disposal Rate" means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement or other contractual arrangement.
"Prohibited Medical Waste" means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. "Qualified Household Hazardous Waste" means waste materials determined by local, State, and federal regulation to be:
(1) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and
(3) Carcinogenic/mutagenic/teratogenic;
which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste.
"Recycled City Acceptable Waste" means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is "recycled" within the meaning of Section 40180 of the Public Resources Code.
"Renewal Term" has the meaning specified in Subsection 6.1(C) hereof. "Residue" means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). "Resource Conservation and Recovery Act" or "RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended and superseded. "Restricted Reserves" has the meaning specified in Section 4.5. "Sanitary Districts" means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified in California Health & Safely Code Section 6400 el seq., as amended, supplemented, superseded and replaced from time to time.
"Self -Hauled Waste" means City Acceptable Waste and City Acceptable Organic Waste collected and hauled by Self -Haulers.
"Self -Hauler" means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. hereof.
"Service Coordinator" means the service coordinator for either party designated pursuant to subsection 3.5(C) "Service Covenant" means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof. 1225

"Special District" means public agencies created by a Governmental Body to provide one or more specific services to a community, such as but not limited to water, sewer, refuse, parks and recreation, fire protection, pest abatement, etc.
"Source -Separated Household Hazardous Waste" means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation.
"Source -Separated Household Hazardous Waste Disposal System" means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source -Separated Household Hazardous Waste.
"State" means the State of California.
"Term" shall mean the term of this Agreement.
"Ton" means a "short ton" of two thousand (2,000) pounds. "Transfer Station" means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before receipt in the Waste Infrastructure System. "Unacceptable Waste" means Hazardous Material; Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead -acid batteries (except if delivered in minimal quantities); 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 Waste Infrastructure System is prohibited from receiving under Applicable Law.
"Uncontrollable Circumstance" means any act, event or condition affecting the Waste Infrastructure System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:
(1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, epidemic; and
(2) a Change in Law.
"Unincorporated Area" means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities.
"Unincorporated Area Acceptable Waste" means Acceptable Waste originating from or generated within the Unincorporated Area.
"Unrestricted Reserves" means cash and other reserves of the Waste Infrastructure System which are not Restricted Reserves.
"Waste Disposal Covenant" means the covenants and agreements of the City set forth in Section 3.1 hereof. "Waste Infrastructure System" or "Disposal System" means County owned or operated waste management 1226

related facilities, including active Class III sanitary landfills ("County Landfills"), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.
"WISE" means Waste Infrastructure System Enterprise.
"WISE Agreements" means each of the WISE agreements entered into between the County and any City within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the County in accordance with the terms herewith.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:
(A) References Hereto. The terms "hereby", "hereof', "herein", "hereunder", "herewith", and any similar terms refer to this Agreement, and the tern "hereafter" means after, and the term "heretofore" means before, the Contract Date.
(B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.
(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.
(D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement. (G) Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. (1-1) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. (I) Integration: Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided; however, that this Agreement shall not supersede the following Cooperative Agreements as they currently 1227

exist or as they may be amended in the future:
1) Cooperative Agreement between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill.
2) Cooperative Agreement between the City of Irvine and the County of Orange regarding the Frank R. Bowerman Landfill.
3) Cooperative Agreement between the City of San Juan Capistrano and the County of Orange regarding the Prima Deshecha Landfill.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE

AND PROVISION OF WASTE

MANAGEMENT AND DISPOSAL SERVICE
SECTION 3.1 DELIVERY OF WASTE.
(A) Waste Manaeement and Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, and subject to available Waste Infrastructure System capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Waste Infrastructure System in accordance herewith. (B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Waste Infrastructure System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement.
(C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have 1228

been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Waste Infrastructure System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a directagreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Waste Infrastructure System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Waste Infrastructure System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers. (D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to the County Waste Infrastructure System (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Waste Infrastructure System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Waste Infrastructure System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County's third party beneficiary rights. (E) Controllable Waste Flow Enforcement.
(1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to and in accordance with the Waste Disposal Covenant for Controllable Waste disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to:
(i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant,
(ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non -complying Franchise Haulers and
(iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station.
(2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by: (1) subtracting the 1229

number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (2) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Agreement as a result of such breach, the damages due as a result of such termination shall be equal to the average monthly deliveries by the City for the twelve (12) months prior to the commencement of the breach multiplied by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.
(F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City's exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Waste Infrastructure System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof.
(G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement, the Act, Organics Legislation, or other Applicable Law. Such information may include information such as, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Controllable Organic Waste collected, stored, processed and marketed or disposed of, Franchise Haulers' franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected (identifying Controllable Organic Waste, Recycled City Acceptable Waste, or as otherwise may be required under this Agreement or under Applicable Law), tonnage by type of load (residential, commercial, roll -off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information. (I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste, its collection, transportation, transfer, storage, treatment, processing, or disposal that may materially and adversely affect the County's ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers. 1230

(1) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Waste Infrastructure System of Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste or Acceptable Organic Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste or Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste or Controllable Organic Waste for any purpose hereunder. (K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law.

SECTION 3.2 PROVISION OF WASTE INFRASTRUCTURE SERVICES BY THE COUNTY. (A) Service Covenant. Commencing on the Commencement Date, and subject to available Waste Infrastructure System capacity, the County shall provide or cause the provision of the service of receiving and disposing of all Controllable Waste at the Waste Infrastructure System, and, in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to increase source reduction, materials recovery, recycling, organic processing or other waste diversion in the region as may be required by law or which result in the long-term preservation of landfill disposal capacity and to keep the Waste Infrastructure System open for the receipt of Acceptable Waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be reasonably necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Source -Separated Household Hazardous Waste. The County shall maintain, as part of the Waste Infrastructure System, a Source -Separated Household Hazardous Waste Disposal System for the disposal of Source -Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for new services relating to Source -Separated Household Hazardous Waste or with respect to cities which are not parties to an Agreement. The County may provide for the expansion, contraction or modification of the Source -Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Waste Infrastructure System's viability. (C) Designated Facilities. County and City will coordinate in determining the primary landfill used for disposal and processing of Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System, its effect on the County's ability to perform its obligations hereunder, and the County's best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System the County shall have the right to redirect Controllable Waste to another landfill within the Waste Infrastructure System for the duration of the situation, event or circumstance; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste. In no event shall the County be required to accept Controllable Waste if it does not have sufficient permitted disposal capacity within the Waste Infrastructure System. (D) Compliance with Service Covenant Not Excused for anv Reason. Commencing on the 1231

Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Service Covenant are more costly than the previously used means and methods, County shall be entitled to a corresponding Contract Rate increase to cover any associated additional costs pursuant to the provisions of Section 4.2 of this Agreement.

SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof; (3) Waste that does not constitute Acceptable Waste;
(4) Acceptable Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(5) Controllable Waste consisting primarily of construction and demolition debris or inert material which may cause a particular facility's daily tonnage limit to be exceeded; (6) Acceptable Waste in excess of permitted limits; and (7) Acceptable Waste that would result in County violating Applicable Law. (B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Waste Infrastructure System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Waste Infrastructure System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Waste Infrastructure System.
(C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Waste Infrastructure System has not been designed or permitted to accept Hazardous Waste or Hazardous Substances, and is 1232

not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste, Hazardous Material or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Waste Infrastructure System.

City shall be responsible for the costs of removal, and any regulatory fines, associated with the knowing delivery of any Hazardous Substances to the Waste Infrastructure System by the City or its Franchise Hauler. (D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any facility within the Waste Infrastructure System, the driver of the vehicle will not be permitted to discharge the Toad. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a facility within the Waste Infrastructure System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any facility within the Waste Infrastructure System, the Department shall take immediate action in accordance with Applicable Law.

SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE.

Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non -recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such material, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non -recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non -recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non -recycled Acceptable Waste generated in the Unincorporated Area).

SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS.
(A) Operating Hours. The County shall keep the Waste Infrastructure System open for the receiving of Acceptable Waste during such regular operating hours as may be established by the Department in the operating rules and regulations applicable to the Waste Infrastructure System. The County reserves the right to modify the operating days and hours to comply with Applicable law or as otherwise may be deemed necessary by the County. (B) Scales and Weighing. The Department shall operate and maintain permanent scales at the Waste Infrastructure System as required by Applicable Law. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery.
(C) Service Coordinator. The County and the City each shall designate in writing thirty (30) days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Service Coordinator"). Either Party may designate a successor or substitute Service Coordinator at any time by notice to the other Party. (D) Review of Records. Each Party may review the other Party's books and records with respect to matters relevant to the performance by either Party under this Agreement or otherwise related to the operation of the Waste Infrastructure System to the extent allowed under the California Public Records Act (interpreted as if the Parties to this Agreement were natural persons for purposes of the Public Records Act).

SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM.
(A) On or Before April 30.2026, the County shall have the right to enter into WISE Agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers. Agreements entered into during this period shall have terms 1233

and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After Anril 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities, including any city, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Waste Infrastructure System to establish a Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Disposal Rate be less than the Contract Rate. In addition, the County shall reserve the right in any such agreement to at any time, to the extent permitted by Applicable Law, refuse to receive and dispose of Acceptable Waste from any city, Special District, Sanitary District, Franchise Hauler and Independent Hauler if and to the extent that such receipt and disposal might materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the WISE Agreements to which each is a party. (C) Posted Disposal Rate. The Posted Disposal Rate shall at all times be at least 10% higher than the Contract Rate.
(D) Self -Haulers. The City and the County acknowledge that Self -Haulers shall be entitled to deliver Self -Hauled Waste to the Waste Infrastructure System, on a non -contract basis, at the Posted Disposal Rate.

Such Self -Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Receipt of Imported Accentable Waste on a Contract Basis. The County shall have the right to enter into Importation Agreement(s) with any public or private entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Waste Infrastructure System and to generate Net Import Revenues. In no event shall such Importation Agreements, entered into after the Commencement Date, include a per ton tipping fee or Disposal Rate for Imported Acceptable Waste that is less than the Contract Rate. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable WISE Agreements throughout the Term thereof; and, should the delivery of waste subject to Importation Agreements adversely affect the County's ability to receive and dispose of Controllable Waste from Participating Cities the County will prioritize receipt and disposal of Controllable Waste delivered pursuant to applicable WISE Agreements. (F) Application and Use of Revenues From Other Users.
(1) County Acceptable Waste: Throughout the Term hereof, all revenues received by the County from the disposal or processing of County Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages, grants, awards or revenue received by the County in connection with the Waste Infrastructure System), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Waste Infrastructure System.
(2) Imported Acceptable Waste: Throughout the Term hereof, all revenues received by the County, pursuant to an Importation Agreement, for the disposal or processing of Imported Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages or revenue received by the County in connection with the Waste Infrastructure System), shall first be applied toward all of the costs attributable to the acceptance and management of such Imported Acceptable Waste into the Waste Infrastructure System. Costs attributable to the disposal of Imported Acceptable Waste include, but are not limited to, deposits to the Environmental Fund, deposits to closure and post -closure reserves, Host Fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), State surcharges, regulatory fees, charges or penalties, and a pro rata share of capital project costs. Revenue remaining after costs attributable to the disposal and management of Imported Acceptable Waste shall be considered "Net Import Revenues" and shall be calculated and distributed as follows:
(i) Calculation: Net Import Revenues are estimated to be 30% of the revenues received 1234

by the County from the disposal of Imported Acceptable Waste (excluding any newly established per -ton fees or increases to existing per -ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Waste Infrastructure System are located.) (ii) Distribution: Net Import Revenues shall be distributed as follows; a. 50% of any Net Import Revenues shall be paid to the County General Fund. b. 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 1 for use for any purpose by the Participating City, including but not limited to State mandated solid waste programs. Payments of such amount to the County General Fund and the Participating Cities shall be made by the County within ninety (90) days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 1.
c. The percentages set forth in Appendix 1 with respect to each Participating City shall be annually reviewed and adjusted every five (5) years by the County to reflect the percentage of deliveries of Acceptable Waste from each Participating City averaged over the last five (5) years. The County shall notify Participating Cities of the revised percentages in Appendix 1 within one hundred and twenty (120) days of the end of each fiscal year.

SECTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. (A) County -Wide Recycling and Diversion Services. Unless otherwise specifically provided in this Agreement, County is not required to provide for any source reduction, materials recovery, recycling, organic processing or other waste diversion services under this Agreement. However, County may choose to provide County - Wide Recycling Services funded through the County OC Waste & Recycling Enterprise Fund at its sole discretion on the condition that provision of said services shall be funded in a manner that does not impact the Contract Rate without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities. (B) Organic Processing and Diversion Services. The County has developed Organics Infrastructure and programs available to interested Cities intended to assist Cities in meeting their diversion and Organic Legislative Recycled Organic Waste Procurement goals and to promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law. Cities interested in receiving County provided Organic Processing Services may enter into the separate Organic Services Agreement ("OSA") provided in Appendix 5 of this Agreement.
(C) Food Waste Processing and Diversion,. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (D) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County -wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to reasonably cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB 1383. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (E) Recycling Market Development Zone ("RMDZ") Program. The RMDZ program, administered by the California Department of Resource Recycling and Recovery (CalRecycle), combines recycling with economic development to support business that use materials from the waste stream to manufacture their products.

The program offers loans, technical assistance and product marketing to eligible businesses located within designates zones. City agrees to reasonably cooperate and collaborate with County in support of the RMDZ program. 1235

(F) Separate Citv-Countv Diversion Service Aereements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Special Districts, Sanitary Districts, Franchise Haulers, Independent Haulers, Unincorporated Area or non -County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the WISE Agreements and shall not be funded through the general revenues of the Disposal System.

ARTICLE IV

CONTRACT RATE
SECTION 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance, disposal, and processing of Controllable Waste delivered to the Waste Infrastructure System by City or its Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates.

SECTION 4.2 CONTRACT RATE.
(A) Establishment of Contract Rate. The Contract Rate payable by each City or Franchise Hauler shall be a three (3) year progressive Contract Rate of $67/ton (July 1 2026 through June 30, 2027), $74/ton (July 1, 2027 through June 30, 2028), and $81/ton (July 1, 2028 through June 30, 2029) and contingent on the delivery to the Waste Infrastructure System of an amount of City Acceptable Waste at least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2 including but not limited to:
(i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law; (ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) remediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential claims under CERCLA or related federal or State statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 7.3;
(iii) tonnage shortfalls to the extent permitted by Sections 4.2(B); (iv) County determination that the Department revenue is insufficient to meet Full Cost (v) increased costs incurred by the County due to the occurrence of one or more (vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3; (vii) Provision of new or expanded services, provided on terms as agreed to by the Recovery requirements.

Changes in Law;
Parties.

Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii), (iii) (iv) or (vi) above, the County shall utilize the following remedies in the following order of priority:
(1) reduce the costs of operating the Disposal System to the extent practicable; and 1236

(2) at the sole discretion of the County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System.

The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (v) or (vii) above.

Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized. The County agrees that, where appropriate, it will evaluate the feasibility of long-term financing for significant capital costs. Notwithstanding the forgoing, no adjustment to the Contract Rate shall occur as a result of costs associated with the programs identified in Section 3.7, without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities.
(B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of such tonnage shortfall:
(i)
reduce the costs of operating the Waste Infrastructure System to the extent practicable;
(ii) at the sole discretion of County, utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Waste Infrastructure System; at the sole discretion of County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System; and
(iv) adjust the Contract Rate.

In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on one -hundred eighty (180) days written notice to the City. In addition, in the event that Waste Infrastructure expenses are lower than estimated or actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute "Restricted Reserves". (C) [RESERVED]
(D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(B) prior to the end of such Contract Year; provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities. Such reimbursement shall occur in a manner as agreed between the parties, and may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump suns payment.
(E) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to establish special charges for the provision of new or expanded services or the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Should the County wish to provide new or expanded services to Cities, it may charge for such services upon agreement of City. Special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials.

Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2(I) (F) Annual CP[ Escalation. Subject to the application of the Contract Rate True -up (provided 1237

below), the Contract Rate shall be adjusted each July 1, beginning 2029, in an amount equal to the percentage change in the CPI (as defined above) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment (the "Annual CPI Adjustment"). For example: The July 1, 2029 Annual CPI Adjustment to the Contract Rate shall be based upon the change in CPI from October 2027, to October 2028, referred to as year 1 and year 2 respectively in the following example.

Formula to calculate percentage change in the Contract Rate based on Annual CPI Adjustment :

Step 1:

C October Year 2 CPI
1= % increase in Contract Rate
October Year 1 CPI
Step 2: Current Contract Rate x (1+ % increase in Contract Rate) = Contract Rate as of July 1 Year 2 On each April 1, commencing April 1, 2029, the County shall provide the City with notice of the Annual CPI Adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County shall calculate the new Contract Rate each year.

In the event that the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.1(F), which will be considered "year 1" in calculating the change in the Contract Rate.

For example, if the change in CPI is measured as follows: October 2027 = 205, October 2028 = 204, October 2029 = 201, October 2030 = 208, then there would be no adjustment in July 2029, or July 2030, and an adjustment equal to the change from 205 to 208 would be implemented on July 1, 2031.

Contract Rate True -up: On an annual basis, no later than each April 30, beginning April 30, 2030, the County shall conduct an annual review of factors pertaining to the most recently completed fiscal year(s) including but not limited to, tonnage received throughout the Waste Infrastructure System, Cumulative Tonnage Targets identified in Appendix 2, revenue received from all sources, Department expenditures, and other factors that make up Department's total costs.

County shall notify City prior to April 30, 2030 (and every April 30 thereafter) and advise whether the Annual CPI Adjustment to the Contract Rate should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Contract Rate should be increased beyond the Annual CPI Adjustment as defined above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

Within thirty (30) days of finalizing each annual review, the County shall transmit its findings and the bases thereof to Participating Cities at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss reviews, fmdings, and bases of findings. At the request of 50% of Participating Cities, County agrees to meet and confer in good faith with OCCMA, within sixty (60) days to discuss retention of a consultant acceptable to both the County and OCCMA to conduct an independent review of the County's annual review findings.

Nothing in this section shall be interpreted as limiting the County's rights under Section 4.2(A). (G) Adiustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by State, federal or other agencies (e.g., the State's Integrated Waste Management fee, which is currently $1.40 per ton, but is expected in increase during the term of this Agreement). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee. The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above.

Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section 4.2(I). (H) [RESERVED]
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(I) Procedure for Rate Adiustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(I). The County shall be required to provide the City with at least ninety (90) days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least forty five (45) days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Waste Infrastructure System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the "County Report"). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least ten (10) days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the "City Report"). The City Report shall be provided to the Board of Supervisors for consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (1 1) of Section 4.2(J). (J) Procedure for Expedited Judicial Review of Contested Rate Adiustment. In the event that, within thirty (30) days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(I), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve (12) months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the "Expedited Rate Determination"), the Participating Cities which have made the election described in the paragraph above (the "Challenging Cities") must commence a civil action for breach of contract (the "Action") in the Orange County Superior Court within forty five (45) days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate.
(2) Within two (2) Court days of filing the Action, the Challenging Cities shall personally serve on the County Counsel, with copy provided to the Clerk of the Board both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the "Expedited Rate Determination Stipulation"). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities, or on behalf of them by their legal counsel. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, County Counsel shall execute the Expedited Rate Determination Stipulation and deliver it as well as the County's answer to the complaint in the Action, by electronic means, to the Challenging Cities through their counsel of record. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The Parties agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance. (4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly 1239

make ex parte application to the Orange County Superior Court in the Action for the issuance of an order reflecting the procedural requirements and timelines contained in the Expedited Rate Determination Stipulation, provided however, the timelines may be adjusted by the Court as it deems may be needed for its convenience. As part of such ex parte application, the County and the Challenging Cities shall expressly seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date (effectively a trial date) in accordance with the procedures set forth in this Section 4.2(7).
(5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the Court and electronically serve upon County Counsel the Challenging Cities' opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County Waste Management Commission in connection with its decision, the transcript of the proceedings of the Board of Supervisors meeting(s), and the Orange County Waste Management Commission, the minutes of the Board of Supervisors and the Orange County Waste Management Commission meeting, and the resolution and/or other documentation evidencing the action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and

4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the Court.
(6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and electronically serve upon the Challenging Cities' Counsel the County's opposition brief. The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and electronically serve upon County Counsel a reply rebuttal brief, which shall not exceed 10 pages in length.
(8) The trial of the Expedited Rate Determination shall be conducted as a law and motion hearing, similar to a hearing on a writ, which shall be conducted at the date set by the Court in connection with the ex parte application conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the Court. If the Court requests the parties to prepare supplemental briefs in response to any question or issue raised by the Court, the parties may do so.
(9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement.
(10) The Court shall be advised that the Parties request that it issue a written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination, although the Parties recognize that the Court has discretion to act as it deems appropriate in accord with applicable laws in connection with the timing thereof.
(11) If the Court determines that any portion of the County's adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within thirty (30) days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the Overdue Rate. If agreed by the Parties, as an alternative such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve (12) months), applied in a manner such that it provides full reimbursement of the amounts described above (including the Overdue Rate, to be applied consistent with provisions of Section 7.14 hereof.)
(12) In the event that the Court does not sign the order contained in the Expedited Rate Determination Stipulation and set the matter for disposition as contemplated herein, the County and the Challenging 1240

Cities shall, within twenty (20) days following the issuance of the Court's order or decision not to do so and thereby honor the parties' stipulation, make application to the Orange County Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the Court, to a new trial after the Court renders a decision, and to any appeal or review of the decision of the Court.

SECTION 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE, AND OTHER, AMOUNTS DUE.
(A) Payment by City. In the event and to the extent (t) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Waste Infrastructure System or (2) the City uses non -municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate and other amounts due from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate and other amounts due, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate and other amounts due. Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law.
(B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers on behalf of City other than City municipal collection forces, the obligation to pay the Contract Rate and other amounts due shall rest with such Franchise Haulers. Franchise Hauler shall pay the Contract Rate or other amounts due or any portion thereof when due. In the event of any such failure by Hauler, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment from Franchise Hauler. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler's franchise, permit or license rights. (C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within thirty (30) days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within thirty (30) days after the City's or the Franchise Hauler's objection, either party may pursue appropriate legal remedies.

SECTION 4.4 BILLING OF THE CONTRACT RATE OR OTHER AMOUNTS DUE. The County shall continue to bill Contract Rates and other amounts due after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties.

SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, "Restricted Reserves" means cash and other reserves of the Waste Infrastructure System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Waste Infrastructure System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Waste Infrastructure System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute "Restricted Reserves" hereunder, and may be commingled with Unrestricted Reserves or other funds of the County attributable to the Waste Infrastructure System. "Restricted Reserves" shall include, but not be limited to, the following:
(i)
required by Applicable Law;
reserves for closure of components of the Waste Infrastructure System to the extent 1241

(ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Waste Infrastructure System; (iii) reserves established to protect the Waste Infrastructure System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Waste Infrastructure System;
(v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement; (vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to CalRecycle); (vii) reserves required to meet bond covenants pursuant to financing agreements for Waste Infrastructure System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section;
(viii) security deposits from landfill deferred payment program users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs);
(x) AB 939 surcharges;
(xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three (3) months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System.

SECTION 4.6 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January 1 each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate of an independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Waste Infrastructure System, services, and the fiscal activities of the OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year.

SECTION 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated Ten -Year Financial Projection for the Waste Infrastructure System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements:

1. County Acceptable Waste, in tons;

2. Imported Acceptable Waste, in tons;

3. Revenues and expenditures;

4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves, and all other funds of the System; and

5. Projected liabilities for closure and post closure as well as reasonable reserves for 1242

other environmental costs.

The purpose of the Ten -Year Financial Projection is to keep the City fully informed about the future financial condition of the Waste Infrastructure System. The County shall cause a copy of the Ten -Year Financial Projection to be delivered to the City Manager/General Manager of the City no later than May 1 of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection Within thirty (30) calendar days of finalizing each annual update of the Ten -Year Projection, County shall transmit the Ten -Year Projection via email to the City and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss the updated Ten -Year Projections at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA.

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
SECTION 5.1 BREACH. The Parties agree that in the event either Party breaches any obligation under this Agreement or any representation made by either Party hereunder is untrue in any material respect, the other Party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be performed hereunder. Neither Party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement.

SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon ninety (90) days' written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve (12) months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement.

SECTION 5.3 TERMINATION.
(A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless:
(1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach).
(B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the City or its Franchise Hauler to substantially perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for 1243

cause under this subsection unless:
(1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach).

SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either Party of the other Party's compliance with any term or provision of this Agreement. No course of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such Party's rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy.

ARTICLE VI
TERM
SECTION 6.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.
(B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of ten (10) years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2035. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire. (C) Contract Rate During Renewal Term. In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6. I(C), the parties shall, on or before January 31, 2036 negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to:
(i) actual cost of operations;
(ii) population growth;
(iii) increase or decrease in available tonnage;
(iv) economic and disposal market conditions in the Southern California region; (v) new regulatory requirements;
(vi) Changes in Law;
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(vii) changes in transportation and technology;
(viii) closure and expansion of nearby landfills;
(ix) capacity of the Disposal System;
(x) provision of new and/or expanded services; and
(xi) available reserves which are in excess of the amount reasonably required as reserves.
(D) Survival; Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 7.2, 7.3, 7.6, 7.7, 7.8, and 7.9 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate.

SECTION 6.2 COMMENCEMENT DATE.
(A) Obligations of the Parties Prior to the Commencement Date. The Parties acknowledge that the Agreements may be executed and delivered on different dates and that, except as provided in this subsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the Participation Threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred.

Prior to the Commencement Date, each Party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect until they expire or are terminated. (B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which Participating Cities reach the Participation Threshold. Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement.
(C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the Cities which have theretofore executed Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date. (D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City on substantially the same terms and conditions as this Agreement. (E) Failure of Condition. If by June 30, 2026, or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date.

ARTICLE VII

GENERAL PROVISIONS
SECTION 7.1 OPERATION AND MAINTENANCE OF THE WASTE INFRASTRUCTURE SYSTEM.

The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Waste Infrastructure System in accordance with Applicable Law and the operating rules and regulations of the Department and other applicable regulatory agencies. 1245

SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY.
(A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance.
(B) Notice. Mitigation. The Party experiencing an Uncontrollable Circumstance shall notify the other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date 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) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such Party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, updating the information previously submitted.
(C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable.

SECTION 7.3 INDEMNIFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend (with counsel selected by County) and hold harmless the City from and against all Loss -and - Expense arising from the City's activity as an "arranger" (for purposes of and as such term is defined under CERCLA or comparable State statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine for any reason, other than a disabling conflict of interest, that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City's sole responsibility. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein.

The County shall not, however, be required to indemnify or defend the City from and against all Loss -and -Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County's landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The parties acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County's legitimate interest in actively participating in any defense, litigation or settlement, whether the County or the City provides legal counsel and shall, as a condition to County's provision of this indemnity, coordinate and cooperate fully with the County in the defense of any claims to which this Section applies.

SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the 1246

other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement 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.

SECTION 7.5 LIMITED RECOURSE.
(A) To the City. No recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including any Loss -and -Expense of any nature arising from the performance or non-performance of the City's obligations hereunder. If the City maintains a City Solid Waste Enterprise Fund with at least one year's anticipated costs for disposal and processing of City Acceptable Waste the sole recourse of the County for all such amounts shall be to the funds held in any such City Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. (B) To the County. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss -and -Expense of any nature arising from the performance or non-performance of the County's obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.

SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any Party hereto may have to or against the other Party as of the Contract Date relating to the receipt of Acceptable Waste in the Waste Infrastructure System or any other related matter.

SECTION 7.7 NO VESTED RIGI-ITS. The City shall not acquire any vested property, license or other rights in the Waste Infrastructure System by reason of this Agreement.

SECTION 7.8 LIABILITY FOR COLLECTION. TRANSPORTATION AND PROCESSING; Any liability incurred by the City as a result of collecting, transporting or processing of Acceptable Waste, or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be the sole liability of City, except as expressly otherwise provided herein.

SECTION 7.9 NO CONSEOUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 7. I I NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 7.13 ASSIGNMENT OF AGREEMENT.
1247

(A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party's sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party. (B) Sale. The County shall not enter into any agreement for the sale of the Waste Infrastructure System which provides for an effective date for such sale prior to the termination of this Agreement.

SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365 -day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued.

SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13 hereof.

SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

Section 7.17 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney's fees, costs and expenses.

Signature Page to Follow
1248

IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE
Date By
Director, OC Waste & Recycling
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date

CITY OF PLACENTIA
/J /
Date ` / 1 2 q/2— By
Jennifer Lampman
City Administrator
City of Placentia

APPROVED AS TO FOR
City Attorne
Date 1 , 01 +,0
7 1249

APPENDIX 1

ESTIMATED ANNUAL TONNAGE
1250

APPENDIX l

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTIONS 3.6(F) AND 6.2(b)
Jurisdiction
Aliso Viejo
Anaheim
Brea
Buena Park
Costa Mesa/Costa Mesa Sanitary District (2)
Cypress
Dana Point
Fountain Valley
Fullerton
Garden Grove Sanitary District (Garden Grove)
Huntington Beach
Irvine
La Habra
La Palma
Laguna Beach
Laguna Hills
Laguna Niguel
Laguna Woods
Lake Forest
Los Alamitos
Midway City Sanitary District (Westminster)
Mission Viejo
Newport Beach
Orange
Placentia
Rancho Santa Margarita
San Clemente
San Juan Capistrano
Santa Ana
Seal Beach
Stanton
Tustin
Unincorporated Orange County (1)
Villa Park
Yorba Linda
Total
Percentage of County
Acceptable Waste

0.82%

14.78%

2.62%

1.02%

3.41%

0.85%

1.33%

1.63%

4.08%

4.74%

5.91% 1

9.64% 1

1.72%

1.27%

1.18% 1

0.89% 1
I.44%

0.28% 1

2.14% 1

0.33%

2.47%

2.33%

3.58%

5.25%

1.39%

1.03%

2.43%

2.93%

9.45%

0.52%
I.47%

2.04% 1

3.19% 1

0.16%
I.68% 1
100%
(1) Unincorporated County Area is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. For the distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa Acceptable Waste tonnage delivered to the Waste Infrastructure System. 1251

(3) NOTE: A participating City will only be included for purposes of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City.
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APPENDIX 2

CUMULATIVE TONNAGE
1253

APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(B)
Fiscal Year County Acceptable Waste Cumulative County Acceptable (Ending June 30) Tonnage Waste Tonnage
2026 3,343,282 3,343,282
2027 3,278,595 6,621,877
2028 3,029,924 9,651,801
2029 2,982,454 12,634,255
2030 2,411,983 15,046,238
2031 2,261,201 17,307,439
2032 2,225,152 19,532,591
2033 2,181,838 21,714,429
2034 2,187,041 23,901,470
2035 2,219,362 26,120,832
2036 2,224,792 28,345,624
1254

APPENDIX 3

CUMULATIVE CAPITAL COSTS
1255

Fiscal Year
(Ending June 30)
2026 $72,599,664 $72,599,664
2027 $79,950,000 $152,549,664
2028 $155,135,000 $307,684,664
2029 $136,185,000 $443,869,664
2030 $41,171,500 $485,041,164
2031 $16,745,000 $501,786,164
2032 $18,165,000 $519,951,164
2033 $36,605,000 $556,556,164
2034 $30,100,000 $586,656,164
2035 $1,510,000 $588,166,164
2036 $25,000,000 $613,166,164
APPENDIX 3

CUMULATIVE CAPITAL COSTS
to be Used
for Purposes of Section 4.2(A)vi
Annual Capital Costs Cumulative Capital Costs
1256

APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGMENT
1257

FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of (the "Acknowledgment"), and between the (the "City") and (the "Franchise Hauler").

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled dated as of (the "Franchise"); and
WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the "Authorization") which allows the Franchise Hauler to provide solid waste collection services within the City; and WHEREAS, the Franchise [SUBSTITUTE "AUTHORIZATION" THROUGHOUT IF APPLICABLE]] provides for the collection and disposal of certain municipal solid waste as described therein ("Franchise Waste") generated within the City; and
WHEREAS, the County of Orange (the "County") owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the "WISE Agreement"), dated as of ; and
WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler's agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler's right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.

2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest 1258

on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment.

3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies.

4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including all Residue from the processing by any means, wherever conducted, of Controllable Waste), to the Designated Facility in the Waste Infrastructure System/Disposal System, and shall otherwise assist the City in complying with its obligations under the Waste Disposal Covenant in Section 3.1 of the WISE Agreement.

5. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable Waste to the Designated Facility.

6. The Franchise Hauler shall not haul Controllable Waste to any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility unless the contract or other agreement or arrangement between the Franchise Hauler and the operator of such facility is sufficient in the opinion of the County to assure that the Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City Acceptable Waste transferred by such facility shall be delivered to the Disposal System in compliance with the Waste Disposal Covenant.

7. The Franchise Hauler shall pay the Contract Rate imposed by the County for the disposal of all Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth in the Agreement.

8. Nothing in this Acknowledgment is intended to restrict any right or responsibility explicitly given the Franchise Hauler in any City Franchise Agreement to recycle City Acceptable Waste, except as provided in paragraph 5 above with respect to Residue from any such recycling operations.

9. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith.

10. This Acknowledgment may be enforced by the City by any available legal means. In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance herewith.

11. This Acknowledgment shall be in full force and effect and shall be legally binding upon the City and Franchise Hauler from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the Term of the WISE Agreement.

12. The City and Franchise Hauler agree that the County shall be an express third -party beneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Franchise Hauler hereunder.

There shall be no additional third party beneficiaries under this Acknowledgement.

13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise Hauler and providing information required by the County. The Franchise Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll -off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of day of
1259

APPROVED AS TO FORM:
:5a1)
By
City Attorney
a3 3
Date
Signature:

Printed Name:

Title:
(Franchise Hauler)
Signature:

Printed Name:

Title:
1260

Appendix 5

ORGANIC SERVICES AGREEMENT
1261

Appendix 5

ORGANIC SERVICES AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
Dated , 2025
County Authorization Date: City Authorization Date:

County Notice Address: City Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701

THE CITY WILL NOT BE EXERCISING THE ORGANIC SERVICES PORTION OF THE WISE AGREEMENT 1262

ORGANIC SERVICES AGREEMENT
THIS ORGANIC SERVICES AGREEMENT ("Organics Agreement" or "OSA") is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the City designated on the cover page of this Agreement (the "City"). County and City may hereinafter be referred to singularly as "Party" or collectively as "Parties.".

RECITALS
The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills ("County Landfills"), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements ("WDAs"), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Prior to the passage of Organics Legislation, Processed Green Material ("PGM") could be utilized as Alternative Daily Cover ("ADC") for landfill operations and qualified for diversion credit. However, passage of Assembly Bill 1594 resulted in PGM used as ADC no longer being eligible for diversion credit starting on January 1, 2020.

In addition to the loss of diversion eligibility for PGM used as ADC, SB 1383 requires a 50% reduction in the disposal of Organic Waste by January 1, 2020 and a 75% reduction of Organic Waste by January 1, 2025. In addition, the law requires 20% of edible food waste be recovered by 2025.

On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State's increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to 1263

support the region in meeting State organic recycling mandates. (See Attachment 4) To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State's Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Organics Agreement, on the terms and conditions set forth herein.

With the exception of the terms and organic specific provisions found in this Organics Agreement, the Parties intend that the provisions of the currently operative WDA and the replacement WISE Agreement that is being negotiated between the County and City are anticipated to become operative on July 1, 2026, be applied to this OSA.

The City has determined that the execution of this Organics Agreement by the City will serve the public health, safety and welfare of the City by providing enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Organics Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of organic material and the resulting service payment revenue to the Organics Infrastructure, thereby enabling the County to plan, manage, operate and finance improvements to the Organics Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below.
"Acceptable Organic Waste" means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County's Compostable Material Handling Permits. "Attachment" means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof.
"CalRecycle" means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State's waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
"City Acceptable Organic Waste" means all Acceptable Organic Waste which was originally discarded by the first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City.
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"City Organic Tonnage Limit" the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3. "Commencement Date" means the date on which the obligations of the parties hereto commence. "Contract Date" means the first date on which this OSA has been executed by both parties hereto. "Controllable Organic Waste" means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City's Organics Legislation compliance requirements.
"Consumer Price Index" or "CPI" means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.
"Initial Term" has the meaning specified in Section 5.I(A) hereof. "Manure/Stable Bedding Program" means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding ("Material") by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2.
"Organic Contract Rate" has the meaning specified in Section 4.2 hereof. "Organic Diversion Credit" means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State's waste diversion goals and statutes such as Assembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling. "Organic Infrastructure" means the County's organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1. "Organics Legislation" means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste. "Organic ROWP Procurement Credit" means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle.
"Organics Agreement" means this Organic Services Agreement ("OSA") between the County and the City as the same may be amended or modified from time to time in accordance herewith. "Organic Take -Back Goal" means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application.
"Organic Waste" means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). 1265

"Processed Green Material" ("PGM") as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County's Organic Infrastructure under the OSA.
"Proportional Share" means 60% of the weight of Controllable Organic Waste City delivered by City to County's Organics Infrastructure.
"Recovered Organic Waste Product" or "ROWP" means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion. "Recycled City Organic Waste" means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection. "Renewal Term" has the meaning specified in Subsection 5.1(C) hereof. "Residential Organic Waste" means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi -family) residences. "Residual Waste" means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department's Organic Infrastructure that required to be dispose within the Disposal System. "Waste Disposal Agreement" ("WDA") means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate. "Waste Infrastructure System" or "Disposal System" means active Class III sanitary landfills ("County Landfills"), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. "Waste Infrastructure System Enterprise Agreement" or "WISE Agreement" means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:

References Hereto. The terms "hereby", "hereof', "herein", "hereunder", "herewith", and any similar terms refer to this Agreement, and the term "hereafter" means after, and the term "heretofore" means before, the Contract Date.

Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.

Headines. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
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No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement.

Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Organics Agreement, and this Organics Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this OSA, and this OSA has been duly executed and delivered by the County.

ARTICLE 111

DELIVERY AND ACCEPTANCE OF

ORGANIC WASTE AND PROVISION OF

ORGANIC PROCESSING SERVICES
SECTION 3.1 DELIVERY OF ORGANIC WASTE.
(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of 1267

all Controllable Organic Waste (up to City's Organic Tonnage Limit as provided in Attachment 3) to the Waste Infrastructure System in accordance with the terms of this OSA. (B) Recycled City Organic Waste.

1. Non -Mandatory Organic Waste City Programs: The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation.

Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Organic Waste generated in the City and delivered to the Organic Infrastructure by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Organic Contract Rate as may be negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of this Agreement.)

2. Mandatory Organic Waste City Collection Programs: City shall provide data and information to County regarding City's mandatory Organic Waste collection programs including but not limited to the tonnage of organics collected by the City for diversion under this OSA. The information will be used to provide education and outreach for participation with the goal of minimizing contamination and increasing diversion. (C) Organic Diversion Credit. City shall receive Organic Diversion Credit for City's Controllable Organic Waste minus any Residual Waste delivered by City and accepted by County and processed into Recovered Organic Waste Product at the County's Organic Infrastructure. (D) Organic ROWP Procurement Credit. City shall receive Organic ROWP reports for finished recovered organics waste products procured from County that meets the procurement requirements of Title 14 of the California Code of Regulations, Section 18993.1 et seq. City shall receive Organic ROWP Procurement Credit as follows:

1. County will assist City in developing local City programs and opportunities designed to enable the City to meet its own ROWP requirements.

2. City shall be entitled to "take back" its Proportional Share of SB 1383 compliant, STA Certified compost, mulch or other ROWP products from County Organics Infrastructure and used as ROWP Procurement Credit.

3. County will provide reports and allocate credit associated with City resident ROWP pickup as well as commercial landscapers from City that collect ROWP from County Organic Infrastructure.

4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic Waste Product that County is able to market beyond that needed for the County unincorporated areas or that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP Procurement Credit.)
(E) Organic Take -Back Goal. City is not required to "take back" its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County's Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application ("Organic Take -Back Goal") to meet City's ROWP procurement requirements.
(F) Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City may request to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year.
(G) OSA Conditions. As a condition of participating in the County's Organics Infrastructure, 1268

City agrees to the following terms:

1. All Controllable Organic Waste delivered to the County's Organics Infrastructure shall meet the standards as set forth in Attachment 2;

2. City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Waste delivered to the County's Organic Infrastructure for processing into Recovered Organic Waste Product;

3. City shall provide information to County on a quarterly basis that identifies where Controllable Organic Waste being delivered to the County's Organic Infrastructure originated and shall ensure that the organic material being delivered meets the definition of City Acceptable Organic Waste.

4. Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) from County Organic Infrastructure compost, mulch and other Recovered Organic Waste Product in bulk form free of charge.

5. Non -Bulk ROWP: County may establish separate fees for provision of non -bulk material including but not limited to bagged material or compost wattles. City shall be entitled to arrange for the Take Back of Non -Bulk ROWP at City cost.

6. City's Proportional Share shall be calculated as 60% of the weight of Controllable Organic Waste City delivers to County's Organics Infrastructure by City. (H) No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver, or cause the delivery to the County's Organic Infrastructure, Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Organic Waste into the Waste Infrastructure System. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Organic Waste for any purpose hereunder.

SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY. (A) Organic Service Covenant. Commencing on the Commencement Date, the County shall provide or cause the provision of the service of receiving and processing of City's Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County's Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law.
(B) Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1 (C) Education and Outreach. The Department will assist the City and its hauler in their efforts on Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements.
(D) Designated Facilities. County and City will coordinate in determining the primary organic processing facilities and tonnages (as reflected in Attachment I) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System, its effect on the County's ability to perform its obligations hereunder, and the County's best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity 1269

within the Waste Infrastructure System.
(E) Compliance with Service Covenant Not Excused for anv Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Organic Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Organics Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Organic Service Covenant are more costly than the previously used means and methods, the Parties shall negotiate a mutually agreeable new Organic Contract Rate. If the Parties are unable to agree on a new Organic Contract Rate, the Parties may terminate this agreement without penalty with ninety (90) days notice.

SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE.
delivery of:
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse (1) Hazardous Waste;
(2) Acceptable Organic Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed in the Attachment 3;
(4) Acceptable Organic Waste in excess of permitted limits; (5) Acceptable Organic Waste that would result in County violating Applicable Law; (6) Controllable Organic Waste that does not meet the requirements found in Attachment 2;
SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES. (A) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties. (B) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County -wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383.
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(C) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services.

ARTICLE IV

ORGANIC CONTRACT RATE
SECTION 4.1 CHARGING AND SECURING PAYMENT OF ORGANIC CONTRACT RATE.

The City acknowledges that the County shall have the right to charge and collect an Organic Contract Rate for the acceptance and processing of Controllable Organic Waste delivered to the Organic Infrastructure by City or its Franchise Hauler. City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Organic Contract Rates.

SECTION 4.2 ORGANIC CONTRACT RATE.
(A) Establishment of Contract Rate. The Organic Contract Rate payable by each City or Franchise Hauler shall be $67/Ton up to the City Organic Tonnage Limit. (B) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for items such as bagged material or compost wattles; new or expanded services; or receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps, biosolids and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials. (C) Escalation.

1. Annual CPI Adiustment: The Organics Contract Rate shall be adjusted each July 1, beginning 2027. The change will be equal to the percentage change in the Consumer Price Index - Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. In the event that the change in the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year.

Organic Contract Rate True -up: County will notify City prior to April 30, 2029 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Organic Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

2. Adjustment Resulting from Increased Fees: In addition to the other adjustments specified herein, the Organic Contract Rate shall be automatically adjusted to reflect the imposition of new fees or increases in existing fees relating to the County's processing of Controllable Organic Waste imposed by State, federal or other agencies. The County shall provide notice of any increase pursuant to this Section as soon as practicable after becoming aware of the imposition of any fees described above.

ARTICLE V
TERM
SECTION 5.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Organic Services Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. 1271

(B) Bi -Annual Opener. In light of the significant changes in law by the California Legislature to address climate change, the Parties agree to meet at least bi-annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties.
(C) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of 10 years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

ARTICLE VI

GENERAL PROVISIONS
SECTION 6.1 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

SECTION 6.2 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney's fees, costs and expenses.

SECTION 6.3 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement 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.

SECTION 6.4 NO CONSEOUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 6.5 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 6.7 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 6.8 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 6.9 ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party's sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party.

SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof. 1272

Signature Page to Follow
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IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE
Date By
Director, OC Waste & Recycling
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date

NOT APPLICABLE
Date By
[NAME]
City Representative
City of XX
Date By
[NAME]
City Representative
City of XX
APPROVED AS TO FORM:

B1 \
City Attorney
Date a3
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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
The County of Orange owns and operates a network of three commercial organic processing facilities co -located at each of the active landfills. Each of the organic processing facilities have the ability to receive organic material and to produce organic products for cities to meet their Take -Back requirements specified within this agreement. Products produced at the organic processing facilities meet CalRecycle's SB 1383 procurement requirement and are certified under the US Composting Council's Standard of Testing Assurance (STA) Program. Product offerings include compost and composted mulch. Additional products may be offered as determined by the County.

A summary of each of the organic processing facilities is listed below:

Valencia Greenery (Co -Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue
Brea, CA 92823
Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Bee Canyon Greenery (Co -Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road
Irvine, CA 92602
Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Capistrano Greenery (Co -Located at Prima Deshecha Landfill) 32250 Avenida La Pata
San Juan Capistrano, CA 92675
Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week This list may be modified/expanded at the discretion of the County. 1276

Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE
1277

Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

DESCRIPTION
Processed Green Material (PGM) consists of yard waste, grass clippings, leaves, tree trimmings and plant -based materials which have been sorted to remove contamination and processed by shredding or grinding. PGM should not contain manure, stable waste or pet waste, which can create odors.

Processed Green Material is defined as following (California Code of Regulations, Title 27, Division 2, Subdivision 1, Chapter 3, Subchapter 4, Section 20690 [b] [3]):
• Processed Green Material — means any plant material that is either separated at the point of generation or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed.

CONTAMINANT DEBRIS
The PGM should be free from all contaminant debris (glass, plastic, film plastic, metals, etc.) as well as salt and deleterious material such as clods, coarse objects, rocks, inert debris, and Material Recovery Facility ("MRF") fines.

County personnel visually inspect the PGM loads as they come in, making sure that the specifications are met and to determine if the loads are contaminated (i.e., mixed with paper, plastics and other trash.) If the loads appear to have unacceptable contamination in excess of 0.5% either by weight or volume, the PGM loads will not be allowed into the Organic Infrastructure and the City and/or hauler will be notified that contaminated PGM loads are unacceptable. The PGM will be deemed as municipal solid waste and the City and/or hauler will have the option to take the material to the landfill for disposal or be returned to the hauler's facility for additional processing. For material that is physically dumped at the unloading area and is deemed unacceptable by OC Waste & Recycling staff, the material will be re- loaded into the transfer vehicle for reprocessing at hauler's processing facility or sent to the landfill for disposal.

Hauler will be charged the current "Hard -to -Handle" fee for re -loading services and disposal of unacceptable material.

SIZE
The particle size of the PGM acceptable is between 'h -inch and 3 inches in length between V2 -inch and 1 inch in width and between 1/2 -inch and 1 inch in thickness. No particle should exceed 3 inches in any dimension.

MOISTURE CONTENT
The moisture content of the PGM should be in the range of 50-60 percent. If the PGM's moisture content is unacceptable and cannot be received for processing at the County's Organic Infrastructure Facilities, the material will be re -loaded into the transfer vehicle for reprocessing at hauler's processing facility or sent to the landfill for disposal.

The hauler will be charged the current "Hard -to -Handle" fee for re -loading services and disposal of unacceptable material.

FOOD WASTE
Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non-compostable silverware, soiled napkins, 1278

etc.). No commercial or source -separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below.

SOURCE SEPARATED MANURE
Subject to available capacity, City and/or Hauler may bring non-residential, source separated manure and stable bedding pursuant to the following Manure/Stable Bedding Program requirements:

1. Material Quantity: manure/stable bedding must be uncontaminated which means free of any hazardous materials, food waste packaging, plastics, glass, and any large bulky items and inert materials that need to be further sized or removed for composting. ("Material")

2. Material Volume: County and City/Hauler will determine the anticipated volume of Material to ensure that the County's Organic Infrastructure has sufficient capacity to manage the proposed amount of Material.

3. Material will be load checked to determine if it meets the established quality standards. If contaminants exceed

0.5% (by weight or volume), the load is deemed contaminated and not meeting quality standard for use in the Manure/Stable Bedding Program.

4. Material that is deemed unacceptable will be subject to the fees established by OCWR for this material type.

Material that does not meet the established quality standards will be charged as follows:
a. If determined not to meet quality standards before Material is unloaded, standard disposal rates will apply.
b. If determined not to meet quality standards after Material is unloaded (or partially unloaded), hard -to -handle disposal rates will apply.

5. Material Delivery:
a. All Material deliveries will be scheduled and coordinated with OCWR prior to delivery. Any changes to material delivery quantities or days will be coordinated with OCWR prior to making the change.
b. While OCWR will remain as flexible as possible on timing of deliveries, material deliveries will be limited to Monday through Friday between 8:00 am and 2:00 pm and subject to holiday schedules. Should the delivery times change, then OCWR shall give two (2) days prior notice of the delivery time change.
c. Upon delivery, OCWR staff will record exact tonnage, name of hauler/transporter provider, and note distinguishing characteristics of feedstock and other pertinent information. d. Deliveries made without OCWR prior approval may be refused or charged at the established rate.
e. OCWR reserves the right to deny a request to deliver for any reason. (i.e., OCWR does not guarantee that it will accept manure/stable bedding under this program. Instead, OCWR will accept Material based on its operational need and will make every effort to accommodate City's/hauler Material except when a reduction or stoppage is needed.)

ADDITIONAL FEEDSTOCK
The County at its discretion may accept additional material types such as food waste and manure based on availability and permitting conditions at each of the County's organic processing facilities. The County will work with City to identify the specifications for accepting the material types including scheduling of deliveries and quantities.

CHANGES TO SPECIFICATIONS
County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix.
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Attachment 3

CITY ORGANIC TONNAGE LIMIT
1280

Attachment 3

CITY ORGANIC TONNAGE LIMIT
The City Organic Tonnage Limit listed in the Attachment is the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Agreement.

Jurisdiction
TBD
TBD
TBD
TBD
Designated Greenery City Organic Tonnage Limit
Daily Limit'
tons
Monthly Limit' Annual
Limit
tons tons
I. Daily Limit includes up to 20% by weight of source separated manure and stable bedding.

2. In the event City delivers Tess than their monthly limit, County may allocate unused City capacity at its discretion. 1281

Attachment 4

ORGANIC INFRASTRUCTURE RESOLUTION
1282

RESOLUTION NO. 19-19-031

RESOLUTION OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA DIRECTING OC WASTE &

RECYCLING TO UTILIZE EXISTING COUNTY RESOURCES TO RESEARCH OPPORTUNITIES AND DEVELOP STRATEGIES TO ACHIEVE STATE IMPOSED ORGANICS RECYCLING MANDATES.

WHEREAS, in 1989 the State of California enacted AB 939 (Sher), The Integrated Waste Management Act, requiring jurisdictions to divert a minimum of 50% of waste then going to landfills; WHEREAS, in 2014 the State of California enacted AB 1594 (Williams, Chapter 719, Statutes of 2014), mandating that as of January 1, 2020, the use of green material as alternative daily cover will no longer constitute diversion through recycling and will instead be considered disposal In terms of measuring a jurisdiction's annual 50% per capita disposal rate;
WHEREAS, in 2018, Orange County cities delivered approximately 513,000 tons of processed green material to Orange County landfills accepted for free to be used as alternative daily cover, saving the residents of Orange County more than $17,000,000 over the comparable cost of disposal; WHEREAS, beginning in 2020, due to the new influx of previously diverted processed green material several Orange County cities will have difficulty meeting the mandated S0% diversion rate due to a lack of organics processing Infrastructure within Orange County;
WHEREAS, in 2016 the State of California enacted SB 1383 (Lara, Chapter 395, Statues of 2016), establishing methane emissions reduction targets, to be achieved via even greater diversion of organics from landfills, In a statewide effort to reduce emissions of short-lived climate pollutants; WHEREAS, the state continually increases the type and volume of organics that must be diverted from landfills and recycled;
WHEREAS, transportation Is the most significant cost component to managing any waste stream, and the County Landfill system is wet suited to receive and process organic material; WHEREAS, the Orange County Board of Supervisors has considered the needs of Orange County and the need for additional organic recycling Infrastructure;
WHEREAS, the Orange County Board of Supervisors supports protecting consumers via the creation of an organics recycling Infrastructure within Orange County; WHEREAS, the Orange County Board of Supervisors is committed to fulfilling Its legal obligations to meet state mandates In a manner that is least burdensome to taxpayers; NOW, THEREFORE BE IT RESOLVED, the Orange County Board of Supervisors acknowledges that the County has an Interest in utilizing County resources to support the region In developing additional organics recycling Infrastructure. The Board HEREBY ORDERS as follows:

SECTION 1, OC Waste & Recycling (OCWR) shall research opportunities and use available county resources to develop strategies and programs to achieve state -imposed organics recycling mandates for County unincorporated areas and where feasible leverage and extend similar opportunities to serve other public agencies and incorporated portions of Orange County.

SECTION 2. OCWR shall work transparently with all stakeholders to achieve the above -stated goals.

SECTION 3. Authorize OCWR to seek opportunities for organics recycling grants to help offset the costs of organics recycling research, program Implementation and other related expenses. OCWR shall comply with County policies in applying for and accepting grants.

Resolution No. 19-031, Item 48
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The foregoing was passed and adopted by the following vote of the Orange County Board of Supervisors, on April 23, 2019, to wit:

AYES:

Supervisors: LISA A. BARTLETT, ANDREW DO, MICHELLE STEEL DONALD P. WAGNER, DOUG CIIAFFEE
NOES: Supervisor(s);
EXCUSED: Supervisor(s):

ABSTAINED: Supervisor(s):

CHAIRWOMAN

STATE OF CALIFORNIA )

COUNTY OF ORANGE )
I, ROBIN STIELER, Clerk of the Board of Orange County, California, hereby certify that a copy of this document has been delivered to the Chairman of the Board and that the above and foregoing Resolution was duly and regularly adopted by the Orange County Board of Supervisors IN WITNESS WHEREOF, I have hereto set my hand and seal.

Resolution No: 19-031
Agenda Date: 04/23/2019
Item No: 48

ROBIN STIELER
Clerk of the Board
County of Orange, State of California
1 certify that the foregoing is a we and correct copy of the Resolution adopted by the Board of Supervisors , Orange County, State of California
Robin Sueler, Clerk of the Board of Supervisors
By.

Deputy
1284

1285

FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of April 2151, 2026 (the "Acknowledgment"), and between the CITY OF PLACENTIA (the "City") and REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC (the "Franchise Hauler").

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled Amended, Revised and Restated Agreement dated as of July 20th, 2010 (the "Franchise"); and WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the "Authorization") which allows the Franchise Hauler to provide solid waste collection services within the City; and
WHEREAS, the Franchise provides for the collection and disposal of certain municipal solid waste as described therein ("Franchise Waste") generated within the City; and WHEREAS, the County of Orange (the "County") owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the "WISE Agreement"), dated as of April 2151, 2026; and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and
WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler's agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler's right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the 1286

receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.

2. The Franchise Hauler 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 or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment.

3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies.

5. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable Waste to the Designated Facility.

9. The obligations of the Franchise Hauler under this Aclnowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith.

11. This Aclnowledgment shall be in full force and effect and shall be legally binding upon the City and Franchise Hauler from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the Term of the WISE Agreement.

13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise 1287

Hauler and providing information required by the County. The Franchise Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll -off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists.

The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of this 21st day of April, 2026.

APPROVED AS TO FORM:

By�
City Attorney
Date
a3

CITY OF PLACENTIA
Signature:�1
Printed Name:: e �' L -E'✓ La/ 0,2fl m )
Title: _iid&Iw-

REPUBLIC WASTE SERVICES OF SOUTHERN

CALIFORNIA
Signature: �� //
Printed Nan -{r" ------4,./"-r i IeSme21 s�
Title: �-1r./ Netvtc:7.4,--
1288

CERTIFICATE OF SECRETARY

RELATING TO THE FRANCISE HAULER ACKNOWLEDGMENT

FOR THE CITY OF PLACENTIA

IN THE STATE OF CALIFORNIA
The undersigned, Secretary of REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC, a Delaware limited liability company (the "Company"), hereby certifies that the following is a true and correct copy of the resolution which was duly adopted by REPUBLIC SERVICES, INC., a Delaware corporation, the sole member of the Company (the "Member") by written consent of the Member on August 23, 2021, that such resolution has not been rescinded, amended or modified in any respect, and is in full force and effect on the date hereof:

RESOLVED, that (i) any individual at the time holding the position of General Manager or Area Director, Finance; and in connection with environmental solutions transactions only, General Manager; Division President; or Division Vice President Finance be, and each of them hereby is, appointed as an. Authorized Agent, to act in the name and on behalf of the Company and to include the execution of related documents, in connection with the day-to-day business activities of the Company, and further, that (ii) in addition to any one of the foregoing positions, any individual at the time holding the position of Area Director, Business Development; Area Director, Operations; Market Vice President; Vice President, Environmental Services be, and each of them hereby is, appointed as an Authorized Agent to execute any bid and proposal, and if awarded, any related contract for services to be perfonned by the Company and any bond required by such bid, proposal or contract, all in accordance with the existing Levels of Authority and other relevant policies and procedures.

I further certify that PETER BESADA holds the title of General Manager and in such capacity has full authority to act in the name and on behalf of the Company as set forth in the foregoing resolution.

WITNESS MY HAND, this 23rd day of March, 2026.
cCe2/1i& id �e*Orr&
Lauren McKeon, Secretary
1289

WISE AGREEMENT
Service Coordinator Designation Form
Section 3.5(C) of the WISE Agreement reads as follows:
"Service Coordinator. The County and the City each shall designate in writing thirty (30) days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Service Coordinator"). Either Party may designate a successor or substitute Service Coordinator at any time by notice to the other Party." City/District Name: City of Placentia
Service Coordinator Name: Cheryl Miller
Service Coordinator Telephone Number: 714-993-8123
Service Coordinator Email Address: [email protected] This designation is effective immediately and replaces all prior designations.

Approved by City Administrator or designee:

Jennife Lampman, City Administrator
WZq/2cP
Date
1290

1291

RESOLUTION NO. R-2026-33

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA, APPROVING AN AMENDED

AND RESTATED EXCLUSIVE FRANCHISE AGREEMENT

FOR SOLID WASTE HANDLING SERVICES
A. Recitals.
(i) The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 ("AB 939"), has declared that it is in the public interest to authorize and require local agencies to make adequate provision for the disposal of all solid waste within their jurisdictions. (ii) Pursuant to California Public Resources Code §40059 (a)(1), the City Council of the City of Placentia ("City Council") has determined that the public health, safety, and welfare require that an exclusive franchise agreement be awarded to a qualified solid waste enterprise for solid waste handling services within the City of Placentia ("City").
(iii) The City previously entered into an Amended and Restated Agreement for Refuse Collection ("Current Agreement") with the predecessor in interest of Republic Waste Services of Southern California, LLC, a wholly owned subsidiary of Republic Services, Inc. a Delaware Limited Liability Company, doing business as Placentia Disposal ("Contractor") on or about February 7, 1989, which was amended on or about May 8, 1990, August 15, 1995 and July 20, 2010.
(iv) Senate Bill 1383 (2016) and implementing California Department of Resources Recycling and Recovery ("CalRecycle") regulations (collectively, "SB 1383") require jurisdictions to provide organic waste collection services to all solid waste generators, and, in connection therewith, meet processing facility requirements, conduct contamination monitoring, provide education, maintain records, submit reports, monitor compliance, conduct enforcement, and fulfill other mandates. (v) Placentia Disposal represents and warrants to the City that it has the experience, responsibility, and qualification to perform services required by SB 1383. (vi) The City and Placentia Disposal have negotiated in good faith an Amended and Restated Exclusive Franchise Agreement, a copy of which is attached to the staff report for this item and on file in the office of the City Clerk, that amends and restates the Current Agreement, and memorialized the rights and obligations of the City and Placentia Disposal in a single document that facilitates implementation of new programs mandated by SB 1383.

Resolution No. R-2026-33

Page 1 of 3 ends

Placentia City CouncilJune 16, 2026

Placentia City Council
June 16, 2026