Placentia City Council
June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 39 Solid Waste within the City Limits.
40 F. The City previously entered an Amended and Restated Agreement for Refuse Collection with 41 Contractor's predecessor in interest on or about February 7, 1989, which was amended on or 42 about May 8, 1990, August 15, 1995, and July 20, 2010 ("Original Agreement"). It is the desire of 43 the Parties, by entering this Agreement, to restate the Original Agreement, as amended, with 44 additional revisions, as more fully set forth herein. 45 G. The City declares its intent to approve and maintain reasonable Rates for the Collection, Recycling, 46 Processing, Composting, and/or Disposal of Recyclable Materials, Organic Materials, and Solid 47 Waste.
48 H. It is the intent of the Parties that Contractor, and not the City, shall be solely responsible for 49 establishing and collecting all charges for Collection services provided by Contractor pursuant to 50 this Agreement.
51 I. The City and Contractor are mindful of the provisions of Federal and State laws governing the safe 52 Collection, Transport, Recycling, Processing, and Disposal of Solid Waste, including AB 939, the 53 Resource Conservation and Recovery Act of 1976, also known as the Solid Waste Disposal Act (42 54 USCA Section 6901 et seq.), and CERCLA. The City and Contractor desire to leave no doubts as to 55 their respective roles, and to memorialize such roles by entering into this Agreement, the City is 56 not thereby becoming an "arranger" or a "generator," as those terms are used in CERCLA; it is 57 Contractor, not the City, who is responsible for "arranging" the Collection, Transport, Composting, 58 Processing, and Recycling, and Disposal of the City's Recyclable Materials, Organic Materials, and 59 Solid Waste, which may contain Hazardous Waste, as defined in Exhibit A. The City has not and, 60 by this Agreement, does not instruct Contractor on its Collection methods, nor supervise the 61 Collection Process. The Parties do not intend to place title to Solid Waste in the City, but rather 62 intend that whatever, if any, title to such Solid Waste, which otherwise might exist in the City in 63 the absence of this Agreement, is hereby transferred to Contractor. Further, if Contractor gains 64 title to such Solid Waste, such title is by operation of law and agreement with its Customers and 65 is not the result of this Agreement. By entering this Agreement, the City and Contractor further 66 desire to confirm that Contractor has agreed to indemnify the City in connection with any claims 67 relating to the inadvertent or intentional Collection, Transportation and/or Disposal of Hazardous 68 Waste that may occur in connection with Contractor's performance under this Agreement. 69 J. Contractor has agreed, as part of this Agreement, to provide such services as are necessary or 70 desirable to ensure City complies with the requirements of AB 939, SB 1383, and other current or 71 future Federal, State, or local regulations.
72 K. The City desires, among other things, to ensure: (i) adequate landfills remain available to meet 73 the public's need for the safe handling, Processing, and Disposal of Solid Waste; and, (ii) its citizens 74 do not incur undue costs in the safe Disposal of the Solid Waste they generate. Thus, the City 75 entered into the County Agreement. Contractor has agreed, as part of this Agreement, to provide 76 such services and take such actions as are necessary or desirable to ensure City complies with its 77 obligations pursuant to the County Agreement.
78 L. The Parties acknowledge the above recitals are true and correct and incorporated as though fully 79 set forth herein.

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City of Placentia / Republic Waste Services Franchise Agreement 80 Now, therefore, based upon the foregoing Recitals and for good and valuable consideration, the receipt 81 and sufficiency of which is acknowledged by each of the Parties, the City and Contractor hereby agree as 82 follows:
83 84
ARTICLE 1.

GRANT AND ACCEPTANCE OF FRANCHISE
85 1.1 Grant and Acceptance of Franchise
86 By the signing of this Agreement, the City grants to Contractor, and Contractor accepts, this franchise 87 within the corporate limits of the City. The franchise granted to Contractor shall be for the scope of 88 services described in this Agreement, subject to the limitations described in Section 1.2 and except where 89 otherwise precluded by Federal, State, and local laws and regulations. 90 1.2 Limitations to the Franchise
91 The award of this Agreement shall not preclude the categories of Recyclable Materials, Organic Materials, 92 Solid Waste, or other materials listed below from being delivered to and Collected and Transported by 93 other Persons, provided that nothing in this Agreement is intended to or shall be construed to excuse any 94 Person from obtaining any authorization from the City that is otherwise required by law:
95 A. Self -Hauled Materials. Recyclable Materials and Organic Materials generated in or on a Person's 96 own Premises that are Transported for Processing with such Peron's own vehicle(s), equipment, 97 and/or employees. Such Self -Haulers shall deliver any Recyclable Materials or Organic Materials 98 to a permitted facility and have proof of their transactions, such as weight tickets, in alignment 99 with the Municipal Code.
100 B. C&D. C&D that is removed by a duly licensed construction or demolition company as part of a 101 total construction and demolition service offered by said licensed company, where the licensed 102 company utilizes its own equipment.
103 C. Donated or Sold Materials. Any items that are Source Separated at any Premises by the Generator 104 and: (a) sold; (b) donated or gifted to individual Persons; or, (c) donated to youth, civic, or 105 charitable organizations. Such materials will not be deemed donated if they are Collected by a 106 non -franchised waste hauler that is not a 501(c)(3) organization. 107 D. Edible Food. Edible Food that is Collected from a Generator by a Person(s), such as a Person from 108 a Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery; or 109 Edible Food that is Self -Hauled by the Generator to another Person(s), such as a Person from a 110 Food Recovery Organization, for the purposes of Food Recovery, regardless of whether the 111 Generator donates, sells, or pays a fee to the other Person(s) to Collect or receive the Edible Food. 112 E. Food Scraps. Food Scraps that are Source Separated by the Generator and used by the Generator 113 or distributed to other Person(s) for lawful use as animal feed, in accordance with 14 CCR Section 114 18983.1(b)(7). Food Scraps intended for animal feed may be Self -Hauled by Generator or hauled 115 by another party.
116 F. Beverage Containers. Containers that are delivered for Recycling under the California Beverage June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 117 Container Recycling and Litter Reduction Act, Section 14500 et seq. of the California Public 118 Resources Code.
119 G. Materials Removed by Customer's Contractor as an Incidental Part of Services. Recyclable 120 Materials, Organic Materials, Solid Waste, and Bulky Items that are removed from a Premises by 121 a contractor (e.g., gardener, landscaper, tree -trimming service, construction contractor, 122 Residential clean-out service) as an incidental part of the service being performed, rather than as 123 a separately contracted or subcontracted hauling service. 124 H. On -Site or Community Composting. Organic Materials that are Composted or otherwise legally 125 managed at the site where such Organic Materials are generated (e.g., backyard Composting or 126 onsite anaerobic digestion); or Organic Materials at a Community Composting site. 127 1. Animal, Grease Waste, and Used Cooking Oil. Animal waste and remains from slaughterhouse or 128 butcher shops; grease; or used cooking oil.
129 J. Sewage Treatment By -Product. Byproducts of sewage treatment, including sludge, sludge ash, 130 grit, and screenings.
131 K. Excluded Waste. Excluded Waste, regardless of its source. 132 L. Materials Generated by State and County Facilities. Materials that are generated by State and 133 County facilities located in the City, including, but not limited to, the Placentia-Yorba Linda Unified 134 School District, provided that such Generator has arranged services with other Persons or has 135 arranged services with Contractor through a separate agreement. 136 M. Document Destruction. Confidential documents that require document destruction. 137 N. Solid Waste Not Collected by Contractor due to a Work Stoppage. Subject to Force Majeure and 138 Subsection 11.7.1, Solid Waste that other parties Collect under temporary contracts with the City 139 and/or Customers, due to a work stoppage, if Contractor fails to take lawful, practical and 140 commercially reasonable action to Collect Solid Waste after one (1) day of such work stoppage, 141 or as otherwise agreed to in the contingency plan.
142 Contractor acknowledges and agrees that the City may permit other Persons besides Contractor to Collect 143 materials identified in this Section 1.2, which are excluded from the scope of this Agreement, as set forth 144 above, without seeking or obtaining approval of Contractor. If other Persons are servicing Collection 145 Containers or are Collecting and Transporting Recyclable Materials, Organic Materials, and/or Solid Waste 146 in a manner that is not consistent with this Agreement or the Municipal Code, Contractor shall report to 147 the City Administrator or their designee: (i) the location of the incident; (ii) the name and phone number 148 of the Person or company servicing, Collecting, and/or Transporting; and, (iii) Contractor's evidence of the 149 foregoing. In such case, upon written request by Contractor, the City may notify the Generator and Person 150 or company providing service, Collecting, and/or Transporting of Contractor's rights under this 151 Agreement.
152 This Agreement and scope of this franchise shall be interpreted to be consistent with Applicable Law, now 153 and during the Term of the Agreement. If future laws, regulations, or judicial interpretations limit the 154 ability of the City to lawfully contract for the scope of services in the manner and consistent with all 155 provisions as specifically set forth herein, Contractor agrees that the scope of the Agreement shall be June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 156 limited to those services and materials that may be lawfully included herein and that the City shall not be 157 responsible for any lost profits or losses claimed by Contractor to arise out of such limitations to the scope 158 or provisions of the Agreement. In such an event, it shall be the responsibility of Contractor to minimize 159 the financial impact of such future laws, regulations, judicial interpretations and Contractor may meet and 160 confer with City and petition for an extraordinary Rate adjustment pursuant to Section 8.6. 161 1.3 Obligations of Parties
162 In addition to the specific performance required under the Agreement, the City and Contractor shall:
163 1. Provide timely notice to one another of a perceived failure to perform any obligations under this 164 Agreement and access to information demonstrating the Party's failure to perform. 165 2. Provide timely access to the City Administrator and Contractor's designated representative to 166 respond to requests of the other Party in accordance with the terms of this Agreement. 167 3. Provide timely notice of matters that may affect either Party's ability to perform under the 168 Agreement.
169 1.4 Acceptance of Agreement; Waiver of Terms
170 Contractor agrees to be bound by and comply with all the requirements of this Agreement. Contractor 171 waives all rights and claims to serve the City or any part of the City under any prior grant of franchise, 172 contract, license, or permit issued or granted by any governmental entity, including under California Public 173 Resources Code § 49520. Additionally, by and upon the execution of this Agreement, Contractor agrees 174 to: (i) be bound by this Agreement and not the Original Agreement as of the Effective Date; (ii) waive any 175 and all rights under the Original Agreement; and, (iii) release and hold the City harmless from any of the 176 City's obligations under the Original Agreement (except the right to compensation for services provided 177 under and at the Rates approved by the City in the Original Agreement, prior to the Effective Date); 178 provided, however, nothing contained in this provision is intended to or shall relieve Contractor from any 179 obligation existing under the Original Agreement pertaining to insurance, indemnification, or other legal 180 obligations to the City or Customers (as opposed to obligations to provide services pursuant to the terms 181 thereof), or any obligation set forth in the Original Agreement that survive the termination thereof, 182 including specifically those indemnification obligations relating to Environmental Laws, general liability, 183 and AB 939. Further, nothing in this Agreement in any way terminates or otherwise affects the obligations 184 of Contractor to pay the Administrative Fee, the Franchise Fee, or any other fees approved prior to the 185 Effective Date by the City in compliance with the procedures necessary to implement Proposition 218. 186 Nothing contained in this provision is intended to modify or rescind any provision in the Settlement 187 Agreement and Release executed by the City and Contractor on or about April 6, 2010 ("Settlement 188 Agreement") or to relieve Contractor or the City from the effect of any agreements or releases contained 189 therein, including the City's obligation to credit Contractor's Administrative Fee payment obligations 190 hereunder with the unused balance of the seven hundred thousand dollar ($700,000) advanced 191 administrative fee payment made by Contractor to the City pursuant to that Settlement Agreement.

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City of Placentia / Republic Waste Services Franchise Agreement 192
193 2.1 Term
ARTICLE 2. TERM OF AGREEMENT
194 The Term of the services to be performed by Contractor under this Agreement shall commence at 195 midnight on the Effective Date and shall expire at midnight on July 19, 2037, unless the Agreement is 196 terminated pursuant to Section 11.2.
197 2.2 Conditions to Effectiveness of Agreement
198 The obligation of the City to permit this Agreement to become effective and perform its undertakings 199 provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 200 be waived, in written form only, in whole or in part by the City:
201 A. Accuracy of Representations. All representations and warranties made by Contractor and set 202 forth in this Agreement shall be accurate, true, and correct on and as of the Effective Date of this 203 Agreement.
204 B. Furnishing of Insurance, Bond, Letter of Credit, and Corporate Guarantee. Contractor has 205 furnished evidence of the insurance coverage and surety mechanism required by Sections 9.2 and 206 9.3, comply with all ongoing requirements relating thereto, and provide the corporate guarantee 207 required by Exhibit G.
208 C. Absence of Litigation. To the best of Contractor's knowledge, after reasonable investigation, 209 there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or 210 governmental authority, commission, board, agency, or instrumentality decided, pending, or 211 threatened against Contractor or any of Contractor's affiliates or parent organizations wherein an 212 unfavorable decision, ruling, or finding, in any single case or in the aggregate, would:
213 1. Materially adversely affect the performance by Contractor of its obligations hereunder. 214 2. Adversely affect the validity or enforceability of this Agreement. 215 3. Materially adversely affect the financial condition of Contractor or any surety or entity 216 guaranteeing Contractor's performance under this Agreement. 217 D. Permits Furnished. Contractor has provided the City with copies of all permits necessary for 218 operation of all Approved Facilities owned or operated by Contractor, any of Contractor's 219 affiliates, or any Subcontractor for use under the terms of this Agreement. 220 E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement and 221 related decisions may be subject to: (i) review and repeal by the City's citizens through a 222 referendum or similar petition; and, (ii) various types of legal and environmental challenges (such 223 referenda, similar petitions, and legal and environmental challenges being referred to collectively 224 as "Legal Challenges"). Accordingly, unless the City waives the following requirements, this 225 Agreement shall not become effective until the City reasonably determines that: (i) any Legal 226 Challenges that had been initiated as of the time of such determination have been resolved in 227 favor of the City's award of this Agreement to Contractor; and, (ii) the deadline to initiate any 228 additional Legal Challenges has expired.

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City of Placentia / Republic Waste Services Franchise Agreement 229 F. Payment of Fees and Costs. Contractor has made payment to the City for all fees, costs, and other 230 payments due as of the Effective Date.
231 2.3 Delegation of Authority
232 The administration of this Agreement by the City shall be under the supervision and direction of the City 233 Administrator's office. The actions specified in this Agreement, unless otherwise stated, shall be taken by 234 the City Administrator or their designee.

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City of Placentia / Republic Waste Services Franchise Agreement 235 ARTICLE 3.
236 SCOPE OF AGREEMENT
237 3.1 Summary Scope of Services
238 Contractor or its Subcontractor(s) shall be responsible for the following:
239 A. Providing a program for the separate Collection of Recyclable Materials, Organic Materials, and 240 Solid Waste generated and placed for Collection by Customers, pursuant to the requirements of 241 Article 4 and Exhibit B.
242 B. Transporting Collected materials to the appropriate Approved or Designated Facilities, pursuant 243 to requirements of Article 4 and Exhibit B.
244 C. Processing Collected Recyclable Materials and Organic Materials at the appropriate Approved 245 Facilities, pursuant to the requirements of Article 4 and Exhibit B. 246 D. Performing all other services required by this Agreement including, but not limited to, Customer 247 billing, public education, Customer service, contamination monitoring, record keeping, and 248 reporting, pursuant to Articles 4 and 6 and Exhibits C and F. 249 E. Furnishing all labor, supervision, vehicles, Containers, equipment, materials, supplies, and all 250 other items and services necessary to perform its obligations under this Agreement. 251 F. Paying all expenses related to Contractor's provision of services required by this Agreement 252 including, but not limited to, taxes, regulatory fees (including City Fees and reimbursements), and 253 utilities.
254 G. Performing or providing all services necessary to fulfill its obligations in full accordance with this 255 Agreement at all times using best industry practices for comparable operations. 256 H. Complying with all Applicable Laws.
257 The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 258 not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 259 under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 260 Agreement, unless excused in accordance with Section 11.7. 261 3.2 City's Flow Control and County Agreement
262 3.2.1 Flow Control
263 A. Solid Waste Disposal Flow Control. City shall have the absolute right to choose the location for 264 the delivery and Disposal of all Solid Waste Collected pursuant to this Agreement and destined 265 for landfill. Contractor waives the right to challenge the City's Flow Control, including any rights 266 under the Commerce Clause of the United States Constitution. As of the Effective Date, the City 267 shall exercise its Flow Control so as to require delivery of all Solid Waste to the County landfill 268 system in a manner consistent with its obligations under the County Agreement (including its 269 obligations related to Solid Waste that is delivered to a Processing Facility or Transfer Facility prior June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 270 to being delivered to a landfill for Disposal), and Contractor has agreed to handle all Solid Waste 271 in a manner consistent with City's exercise of its Flow Control. At any time, the City may notify 272 Contractor that the City no longer desires to exercise its Flow Control. In such event, Contractor 273 shall have the absolute discretion to utilize any Disposal Facility, Transfer Station, Processing 274 Facility, landfill, or other facility of its choosing to Dispose of Solid Waste generated within the 275 City, provided that the use of such facility by Contractor enables it to meet all other requirements 276 of this Agreement and Applicable Law.
277 B. Organic Materials.
278 1. Residential Organic Materials. Contractor shall deliver Residential Source Separated 279 Organic Materials Collected pursuant to this Agreement to the Approved Organic 280 Materials Processing Facilities included in Exhibit M. 281 City shall retain the right to choose the location for the delivery of Residential Source 282 Separated Organic Materials, and that the Rate paid by the Customer will be reduced or 283 increased accordingly if the Transfer, Transportation, and Processing costs of using such 284 facility are lower or higher than the costs of using the Approved Organic Materials 285 Processing Facilities included in Exhibit M. The Parties acknowledge and agree that the 286 Approved Facilities in Exhibit M are approved at the time of entering into this Agreement 287 and that Contractor's Rates are premised on the use of the Approved Organic Materials 288 Processing Facilities set forth in Exhibit M.
289 The Contractor -proposed current Rates to Divert Residential Organic Materials, which is 290 one hundred fifty-three dollars and sixty-five cents ($153.65) per Ton, are based on the 291 Transfer, Transportation, and Processing costs for Organic Materials at the Approved 292 Transfer Facility and the Approved Organic Materials Processing Facilities, as shown in 293 Exhibit K.
294 If a lower cost option becomes available to Divert the Residential Organic Materials, 295 Contractor shall notify the City in connection with Contractor's regular annual Rate 296 adjustment, effective July 1 of each year, to initiate a cost reduction for the City's 297 Residential Customers. Additionally, at any time, the City can notify Contractor of the 298 availability of a lower cost option to Divert the Residential Organic Materials to initiate a 299 cost reduction for the City's Residential Customers. The formula to calculate a Rate 300 adjustment for a change in the Approved Organic Materials Processing Facility is included 301 in Exhibit K.
302 2. Commercial Organic Materials. Contractor shall have the absolute right to choose the 303 location for the delivery and Processing of Multi -Family and Commercial Source 304 Separated Organic Materials Collected pursuant to this Agreement from the Approved 305 Organic Processing Facilities included in Exhibit M. As of the Effective Date, Contractor 306 shall deliver Collected Multi -Family and Commercial Organic Materials to any of the 307 Approved Organic Materials Processing Facilities listed in Exhibit M. 308 The Contractor -proposed current Rates to Divert Multi -Family and Commercial Organic 309 Materials, which is one hundred fifty-three dollars and sixty-five cents ($153.65) per Ton, 310 are based on the Transfer, Transportation, and Processing costs for Organic Materials at 311 the Approved Transfer Facility and the Approved Organic Materials Processing Facilities, 312 as shown in Exhibit M.

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City of Placentia / Republic Waste Services Franchise Agreement 313 C. Recyclable Materials. Contractor shall have the absolute right to choose the location for the 314 delivery and Processing of all Source Separated Recyclable Materials Collected pursuant to this 315 Agreement from the Approved Recyclable Materials Processing Facilities included in Exhibit M. As 316 of the Effective Date, Contractor shall deliver Collected Recyclable Materials to any of the 317 Approved Recyclable Materials Processing Facilities listed in Exhibit M. 318 3.2.2 County Agreement
319 Contractor expressly acknowledges its awareness of the County Agreement, which has been adopted and 320 entered into by the City. Moreover, Contractor acknowledges that it has had an opportunity to review the 321 County Agreement, and it is aware of the provisions thereof that require all Solid Waste Collected within 322 City Limits to be Disposed in the County landfill system. Contractor further acknowledges that the County 323 is an intended third -party beneficiary of Contractor's obligations to Dispose of Solid Waste, pursuant to 324 this Agreement and the County Agreement. Contractor hereby adopts, as its obligations hereunder, such 325 provisions of the County Agreement that require action or inaction by Contractor, as the City's Solid Waste 326 franchisee. Contractor represents and warrants that it can and will perform its duties in connection with 327 this Agreement in a manner that ensures the City does not breach the terms of the County Agreement as 328 a result of Contractor's action or inaction. In the event the City advises Contractor in writing that the 329 County Agreement has been terminated, or that the City no longer wishes to exercise its Flow Control, 330 pursuant to Subsection 3.2.1.A, in a manner consistent with the County Agreement, then Contractor's 331 obligations pursuant to this Section shall be terminated. 332 3.3 Use of Approved and Designated Facilities
333 Contractor, without constraint and as a freemarket business decision in accepting this Agreement, agrees 334 to use the Approved and Designated Facilities, included in Exhibit M, for the purposes of Transferring, 335 Processing, and/or Disposing of all Recyclable Materials, Organic Materials, Solid Waste, and other 336 materials Collected in the City. Subject to events of Force Majeure, Contractor's use of a facility that is not 337 included in Exhibit M must be approved, in writing, by the City prior to such facility's use, consistent with 338 the requirements of Article 4.
339 3.4 Subcontracting
340 Contractor shall not engage any Subcontractors for Collection, Transfer, Transportation, Processing, and 341 Disposal of Recyclable Materials, Organic Materials, or Solid Waste without the prior written consent of 342 the City Administrator and/or City Council. Such consent may be withheld, unless it is unreasonable to do 343 so. Annually, City will review and approve Contractor's use of those Subcontractors identified by 344 Contractor in the annual report. If Contractor plans to engage affiliated or Related -Party Entities in the 345 provision of services other than those identified by Contractor in the annual report, Contractor shall 346 provide City Administrator with thirty (30) days written notification of its plans. Such notification shall 347 provide an explanation of any potential impacts related to the quality, timeliness, or cost of providing 348 services under this Agreement. Contractor shall require that all Subcontractors comply with the insurance 349 provisions in this Agreement, file insurance certificates with the City, name City as an additional insured, 350 and comply with all other material terms of this Agreement. 351 3.5 Responsibility for Materials
352 Once Recyclable Materials, Organic Materials, and/or Solid Waste are placed in Contractor's Containers 353 and/or at the Collection location, the responsibility for the proper handling of such materials shall transfer June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 354 directly from the Generator to Contractor, with the exception of Excluded Waste, pursuant to Section 355 5.8.B. Once Recyclable Materials, Organic Materials, and/or Solid Waste are delivered by Contractor at 356 the appropriate Approved Facility, the responsibility for the proper handling of such materials shall 357 transfer directly from the Contractor to the Owner or operator of the Approved Facility, with the 358 exception of Excluded Waste, pursuant to Subsection 5.8.C. 359 If Contractor cannot identify the Generator of Excluded Waste that has been inadvertently Collected by 360 Contractor, the responsibility for the handling of such Excluded Waste shall remain with Contractor, and 361 Contractor shall assume all responsibility for its proper Disposal. Title to any Excluded Waste shall at no 362 time pass to Contractor. Contractor shall remove, Transport, and Dispose of such inadvertently Collected 363 Excluded Waste at a facility authorized to accept such Excluded Waste in accordance with Applicable Law. 364 Contractor may charge the depositor or Generator of such Excluded Waste for all reasonable direct and 365 indirect costs incurred due to the removal, remediation, handling, Transportation, delivery, and Disposal 366 of such Excluded Waste. The City shall provide reasonable assistance to Contractor to conduct an 367 investigation to determine the identity of the depositor or Generator of such Excluded Waste and collect 368 the costs incurred by Contractor in connection with such Excluded Waste. 369 If Excluded Waste is discovered before it is Collected by Contractor, Contractor may refuse to Collect the 370 entire Container that contains such Excluded Waste. In such situations, Contractor shall contact the City 371 and the City shall promptly undertake appropriate action to ensure that such Excluded Waste is removed 372 and properly Disposed of by the depositor or Generator of such Excluded Waste. 373 3.6 City -Directed Changes to Scope
374 A. The City may require a proposal from Contractor to establish the scope of any modification to 375 existing services (which may include use of Approved Facilities) or any additional services to be 376 provided under this Agreement. In such case, Contractor shall present, within 30 calendar days of 377 the City's request, unless an alternate schedule is mutually agreed upon, a written proposal to 378 provide such modified or additional services. The City shall review Contractor's proposal for the 379 change in scope of services. The Parties may meet and confer to negotiate Contractor's proposed 380 revisions and costs and shall amend this Agreement, as appropriate, to reflect the mutually agreed - 381 upon changes in scope. If the Parties are unable to agree on terms and conditions within one 382 hundred eighty (180) calendar days from the City's receipt of Contractor's proposal for such 383 services, then the City may permit other Persons to provide such services. Nothing herein shall 384 prevent City from soliciting cost and operating information from other Persons in order to inform 385 the evaluation of Contractor's proposal.
386 B. Upon CalRecycle's adoption of final regulations to implement SB 54, the Parties shall meet and 387 confer to negotiate revisions to Contractor's services and costs that are necessary or appropriate to 388 ensure compliance with such regulations. The final adoption of SB 54 regulations by CalRecycle, with 389 approval by the Office of Administrative Law (OAL), shall be treated as a Change in Law under this 390 Agreement, pursuant to Subsection 8.4.3.
391 3.7 Enforcement of Exclusivity
392 Contractor shall be responsible for enforcing the exclusivity of this Agreement. The City shall reasonably 393 assist Contractor in its efforts to enforce the exclusivity hereof. In addition, the City shall adopt such 394 ordinances or other regulations, as it deems to be necessary or desirable, to protect the exclusive rights June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 395 granted herein. The City shall have the right, but not the obligation, to enforce the exclusivity hereof, 396 including by institution of appropriate legal proceedings, and/or request that Contractor do so. Contractor 397 shall have an affirmative obligation to enforce such exclusivity provisions when requested to do so by the 398 City. Contractor shall reimburse the City for the City's reasonable legal costs, or other extraordinary 399 expenses (such as expert consultants, independent auditors, and private investigators) incurred in 400 connection with City's actions to either enforce the exclusivity hereof or to assist Contractor in doing so.

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401
402
City of Placentia / Republic Waste Services Franchise Agreement ARTICLE 4.

SCOPE OF SERVICES
403 Contractor shall perform the Recyclable Materials, Organic Materials, Solid Waste, and Bulky Item services 404 described in this Article for any Customer in the City that subscribes to Contractor's Collection services 405 and places Containers in a public right-of-way or provides a waiver for Contractor to access the Private 406 Road(s) where Customer places their Containers.
407 This Article describes the general requirements for the services to be provided. Additional specific 408 requirements for the provision of services per Customer Type are described in Exhibit B. The timeline for 409 implementation of new services and SB 1383 program roll-out are included as Exhibit J Contractor's 410 Implementation Plan and Schedule. Failure to specifically require an act necessary to perform the service 411 does not relieve Contractor of its obligation to perform such act. 412 4.1 Recyclable Materials and Organic Materials
413 A. Collection. Contractor shall provide Recyclable Material and Organic Material Collection services, 414 as described in Exhibit B.
415 B. Transfer. Contractor plans to Transport Recyclable Materials and Organic Materials to the 416 Approved Transfer Facility(ies), as listed in Exhibit M, where the materials will be unloaded from 417 Collection vehicles, loaded into large -capacity vehicles, and Transported to the Approved 418 Processing Facilities, as listed in Exhibit M. Contractor shall keep all existing permits and approvals 419 necessary for use of the Approved Transfer Facility(ies) in full regulatory compliance. Upon 420 request, Contractor shall provide copies of facility permits and/or notices of violations (obtained 421 from its Transfer Facility(ies) Subcontractor, if necessary) to the City Administrator. If Contractor 422 is unable to use all the Approved Transfer Facility(ies), then Contractor shall be responsible for 423 making other Transfer arrangements. If Contractor plans to change its Transfer arrangements, 424 Contractor shall obtain written approval from the City prior to making such change. In such event, 425 Contractor shall not be compensated for any additional costs for such other Transfer 426 arrangements; provided, however, that if such other Transfer arrangements are caused by Force 427 Majeure, Contractor may be compensated for additional costs. 428 C. Processing. Contractor shall Transport and deliver all Source Separated Recyclable Materials 429 placed in Recyclable Material Containers in the City to the Approved Recyclable Materials 430 Processing Facility(ies). Contractor shall Transport Source Separated Organic Materials placed in 431 Organic Material Containers in the City to the Approved Organic Materials Processing Facility(ies). 432 All tipping fees and other costs associated with the Transportation and Processing of such 433 Recyclable Materials and Organic Materials at the Approved Processing Facility(ies), including the 434 Disposal of the Residue, as required in Subsection 4.1.1 below, shall be paid by Contractor. 435 D. Capacity Guarantee. Subject to events of Force Majeure, Contractor guarantees sufficient 436 capacity at the Approved Processing Facility(ies) to Process all Source Separated Recyclable 437 Materials and Organic Materials Collected by Contractor under this Agreement and throughout 438 the Term of the Agreement; provided, however, that Contractor makes no guaranty with respect 439 to the capacity of any County facilities if Organic Materials are handled at County facilities.

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City of Placentia / Republic Waste Services Franchise Agreement 440 E. Compliance with Regulatory Requirements and Applicable Law. Contractor shall keep all existing 441 permits and approvals necessary for use of the Approved Processing Facility(ies) in full regulatory 442 compliance. Upon request, Contractor shall provide copies of facility permits and/or notices of 443 violations (obtained from its Approved Processing Facility Subcontractor, if necessary) to the City 444 Administrator.
445 F. Notification of Emergency Conditions. Each Approved Facility, Designated Facility(ies), and/or 446 Contractor shall notify the City of any: (i) unforeseen operational restrictions that have been 447 imposed upon the facility by a regulatory agency; or, (ii) any unforeseen equipment or operational 448 failure that will temporarily prevent the facility from Processing the Recyclable Materials and 449 Organic Materials Collected under this Agreement.
450 G. Approved Facility(ies) Unavailable/Use of Alternative Facility(ies). If Contractor is unable to use 451 an Approved Facility(ies) due to an event that meets the requirements for excusing Contractor 452 from performance of this specific obligation, as described in Section 11.7, Contractor shall use an 453 alternative Processing Facility. During such an event, Contractor shall provide written notice to 454 the City Administrator within forty-eight (48) hours of an emergency or sudden and unforeseen 455 closure. Such written notice shall include Contractor include a written description of the reasons 456 the use of the Approved Facility(ies) is not feasible, and the period of time Contractor proposes 457 to use the alternative Processing Facility. Such a change in Processing Facility shall be temporarily 458 permitted, until such time as the City Administrator is able to consider and respond to the use of 459 the proposed alternative Processing Facility. If the use of the proposed alternative Processing 460 Facility is anticipated to or actually does exceed thirty (30) days in a consecutive twelve (12) 461 month period, the use of such Processing Facility shall be subject to approval by the City 462 Administrator. The City Administrator may, in their reasonable discretion, approve, conditionally 463 approve, temporarily approve, or disapprove of the use of the proposed alternative Processing 464 Facility. If the City disapproves the use of the proposed alternative Processing Facility, the Parties 465 shall meet and confer to determine an acceptable Processing Facility. 466 If the use of an alternative Processing Facility is for reasons within Contractor's control, 467 Contractor's Compensation shall not be adjusted for any change in Transportation and Processing 468 costs associated with use of the alternative Processing Facility. In the event that the change in the 469 Processing Facility results in increased costs, the City may identify and direct Contractor to a 470 different alternative Processing Facility, at Contractor's expense, that results in less cost than the 471 Contractor -identified alternative Processing Facility. 472 Except for the emergency conditions described in Subsections 4.1.F and 4.1.G, Contractor shall 473 not change its selection of the Approved Processing Facility(ies) without City's written approval, 474 which may not be unreasonably withheld. If Contractor elects to use a Processing Facility that is 475 different than the initial Approved Facility(ies) listed in Exhibit M, Contractor shall request written 476 approval from the City Administrator sixty (60) calendar days prior to use of the Processing Facility 477 and obtain the City's written approval no less than ten (10) calendar days prior to use of the 478 Processing Facility. Failure to meet the requirements of this Subsection may result in Liquidated 479 Damages, as identified in Section 11.6.
480 H. Contamination. Contractor shall observe and comply with all regulations in effect at the Approved 481 Processing Facility(ies) and cooperate with respect to delivery of Recyclable Materials and Organic 482 Materials. Contractor shall actively work with the Approved Processing Facility(ies) operators June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 483 throughout the Term of this Agreement to ensure that contamination of the Recyclable Materials 484 and Organic Materials Collected under this Agreement and delivered to the Approved Processing 485 Facility(ies) remains below the limits established by Applicable Law, including, without limitation, 486 SB 1383.
487 I. Marketing. Contractor shall be responsible for marketing Recyclable Materials and Organic 488 Materials Collected in the City that are delivered for Processing at the Approved Processing 489 Facility(ies). Contractor's marketing strategy shall promote the highest and best use of materials, 490 as presented in the waste management hierarchy and in accordance with Applicable Law. Where 491 practical, the marketing strategy should include use of local markets for Recyclable Materials and 492 Organic Materials.
493 J. Residue Disposal. Residue from the Processing of Recyclable and Organic Materials Collected 494 under this Agreement at the Approved Processing Facility(ies), which cannot be marketed, shall 495 be Disposed of by Contractor, or the Approved Processing Facility Subcontractor. Residue 496 delivered for Disposal shall not include any Excluded Waste. 497 K. Compostable Plastics. If Contractor's Approved Organic Materials Processing Facility accepts 498 Compostable Plastics, Customers may place Compostable Plastics in the Organic Materials 499 Container for Collection, including Compostable Plastic bags used by Customers to contain Food 500 Waste prior to placement in the Organic Materials Container for Collection. Contractor may 501 prohibit use of Compostable Plastics in Organic Material Containers if Compostable Plastics are 502 not accepted at the Approved Organic Materials Processing Facility. If Compostable Plastics are 503 accepted by the Approved Organic Materials Processing Facility, Contractor shall Collect and 504 Transport such materials for Processing at the Approved Organic Materials Processing Facility. 505 Annually, Contractor shall provide written notification warranting and guaranteeing to the City 506 that the Approved Organic Materials Processing Facility has and will continue to have, or does not 507 have and will continue to not have, the capability to Process and recover Compostable Plastics 508 throughout the Term of the Agreement. If, at any time during the Term of the Agreement, the 509 Approved Organic Materials Processing Facility becomes able or unable to Process and recover 510 Compostable Plastics in a different manner than Contractor's previous annual notification to the 511 City, Contractor shall notify the City within seven (7) days of the Approved Organic Materials 512 Processing Facility's ability or inability to accept the Compostable Plastics. The notification shall, 513 at a minimum, include: the date and a description of the reasons that the Approved Organic 514 Materials Processing Facility is able or unable to Process and recover the Compostable Plastics; 515 the period of time the Approved Organic Materials Processing Facility's will or will not Process 516 and recover these materials; and, if unable, Contractor's proposed plan to find an alternative 517 facility or arrangement to Process the Compostable Plastics, subject to City approval. The City may 518 prohibit or restrict the use of Compostable Plastics with a six (6) month notice to Contractor, 519 which shall not constitute a City -directed Change in Scope or Change in Law under this Agreement. 520 L. Clear Plastic Bags. If Contractor's Approved Organic Materials Processing Facility accepts Food 521 Waste contained in clear plastic bags for the separation of Food Waste from other Organic 522 Materials, Customers may place Food Waste contained in clear plastic bags in the Organic 523 Materials Container for Collection. Contractor's Approved Organic Materials Processing Facility 524 shall treat the clear plastic bags as Residue, once separated from the Food Waste. If Food Waste 525 contained in clear plastic bags is accepted by the Approved Organic Materials Processing Facility, June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 526 Contractor shall Collect and Transport Food Waste contained in clear plastic bags for Processing 527 at the Approved Organic Materials Processing Facility. 528 Annually, Contractor shall provide a written notification to the City warranting and guaranteeing 529 that the Approved Organic Materials Processing Facility has and will continue to have, or does not 530 have and will continue to not have, the capability to Process Food Waste contained in clear plastic 531 bags in the Organic Materials stream. If at any time during the Term of the Agreement the 532 Approved Organic Materials Processing Facility becomes able or unable to accept or Process Food 533 Waste in a clear plastic bag, in a different manner than Contractor's previous annual notification 534 to the City, Contractor shall notify the City within seven (7) calendar days of the change. The 535 notification shall, at a minimum, include: the date and a description of the reasons that the facility 536 experienced a change in ability to accept or Process Food Waste contained in clear plastic bags; 537 the period of time the facility will experience the change in ability to accept or Process these 538 materials; and, Contractor's proposed plan to find an alternative facility or arrangement to 539 Process Food Waste contained in clear plastic bags in the Organic Materials stream, subject to 540 City written approval. The City may prohibit or restrict the placement of Food Waste contained in 541 clear plastic bags in Organic Material Containers for Collection, with a six (6) month notice to 542 Contractor, and this shall not constitute a City -directed change in scope or Change in Law under 543 this Agreement.
544 4.2 Solid Waste
545 Contractor shall offer and provide Solid Waste Collection services as described in Exhibit B. 546 Contractor acknowledges that the City is committed to Diverting materials from Disposal through the 547 implementation of source reduction, reuse, Recycling, Composting, and other programs, and that the City 548 may implement new programs, with or without the involvement of Contractor, which may impact the 549 overall quantity or composition of Solid Waste to be Collected by Contractor. Contractor shall not be 550 entitled to any compensation or other relief resulting from a decline in Solid Waste volumes or Tonnage 551 or from a change in the composition of Solid Waste. 552 Contractor shall Transport all Solid Waste Collected in the City to the Designated Disposal Facility(ies). 553 Contractor shall pay all costs associated with Transportation and Disposal of Solid Waste, including 554 payment of any tipping fees charged at the Designated Disposal Facility(ies). Contractor shall observe and 555 comply with all regulations and posted rules in effect at the Designated Disposal Facility(ies) and 556 cooperate with respect to delivery of Solid Waste.
557 4.3 Bulky Items and Reusable Materials
558 Contractor shall offer Bulky Item and Reusable Materials Collection services as described in Exhibit B. On - 559 call Bulky Item and Reusable Materials Collection services shall be offered to Customers within a 560 reasonable time, but not longer than seven (7) days after Contractor's receipt of a Customer's request for 561 service, pursuant to Exhibit B. Contractor shall make reasonable efforts to schedule on-call Bulky Item and 562 Reusable Materials Collections on a day that is convenient to the Customer. Contractor shall Transport all 563 Bulky Items or Reusable Materials Collected under this Agreement to an Approved Facility. Contractor 564 shall pay all costs associated with Transporting and Processing of Bulky Items and Reusable Materials. 565 Contractor shall observe and comply with all regulations in effect at the Approved Facility and cooperate 566 with respect to delivery of Bulky Items and/or Reusable Materials.

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City of Placentia / Republic Waste Services Franchise Agreement 567 4.4 Bin Pullout Service
568 Upon Customer request, and approval by the City Administrator, Contractor shall provide Bin pullout 569 service in accordance with the approved Rate schedule. The Contractor shall only assess Bin pullout 570 service charges for Bins and not Carts. In the event of a dispute between Contractor and Customer as to 571 whether Bin pullout service will be used, the City shall make the final determination. Any changes to the 572 Customer Bin pullout service list shall be approved by the City prior to Contractor adding or removing this 573 service for any Customer.
574 Contractor shall access Bins using a small vehicle to move Bins to street or other public right-of-way for 575 Collection or retrieve a Bin, when operationally required, in order to safely position the Bin for Collection. 576 If Contractor must place a Bin in the public right-of-way to facilitate Collection, Contractor shall not permit 577 the Bin to remain in the public right-of-way for: (i) over two (2) hours if the Bin is included on a Customer 578 list that identifies areas of high traffic where Bins cannot remain in the public right-of-way for more than 579 two (2) hours; or (ii) over four (4) hours for all other Bins. The City and Contractor shall annually review 580 such Customer list. The City will make the final determination for removing or placing Customers on such 581 list. If the Bin is stored under a chute for Collection, Customer shall have a spare or standby Bin to be in 582 place while the primary Bin is being serviced, in the event the chute cannot be closed, to prevent 583 Discarded Materials from spilling.
584 4.5 City -Sponsored Events
585 Contractor shall provide Recyclable Materials, Organic Materials, and Solid Waste services to City - 586 sponsored events, at no cost to the event or the City. The City will provide Contractor with a minimum of 587 ten (10) Business Days notice prior to any City -sponsored event where Contractor is to provide Collection 588 services. Special event services include all of the following, unless specifically waived in writing by the City 589 Administrator.
590 A. Event Collection Stations. Contractor shall provide and set up event Collection stations for 591 Collection of Recyclable Materials, Organic Materials, and Solid Waste at City -sponsored events. 592 Each event Collection station shall include a separate Collection area for Recyclable Materials, 593 Organic Materials, and Solid Waste, as appropriate. Contractor shall provide a sufficient number 594 of event Collection stations with sufficient capacity to meet the needs of the event, as determined 595 by Contractor and in cooperation with the City and/or the event organizer. Event Collection 596 stations shall utilize Cardboard boxes for the Collection of Solid Waste and Recyclable Materials 597 and Carts for the Collection of Organic Materials, unless alternative Containers are approved by 598 the City. Contractor shall provide liners and/or bags for the Carts at the event Collection stations 599 and shall line the Containers as a part of the station set-up. Collection stations shall include 600 adequate signs and labeling.
601 B. Roll -Off Boxes. Upon request, Contractor shall provide up to eight (8) Roll Off Boxes annually for 602 the aggregation of material removed from event Collection stations during the course of the 603 event. Contractor shall provide Roll Off Boxes in sufficient number (maximum of eight (8)) and 604 appropriate type(s), dependent on the needs of the event, as determined by Contractor in 605 cooperation with the City and/or the event organizer. Contractor shall service Containers, as 606 agreed upon with the City and/or the event organizer, and deliver Collected materials to the 607 appropriate Approved Facility(ies) for Processing and/or Disposal.

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City of Placentia / Republic Waste Services Franchise Agreement 608 C. Public Education Booth. Upon the City Administrator's or the event organizer's request, 609 Contractor shall staff a booth or exhibit at the event for the purpose of educating the public about:
610 (i) the services and programs provided by Contractor under this Agreement; and, (ii) the benefits 611 of source reduction, reuse, Recycling, and Composting. 612 D. Reporting. Within fourteen (14) calendar days after the end of the event, Contractor shall submit 613 a report to the City Administrator and event organizer. The report should include, at a minimum:
614 the number of event Collection stations deployed at the event, the Tonnage of each material type 615 (i.e., Recyclable Materials, Organic Materials, and Solid Waste) Collected, and a description of the 616 public education provided at the event.
617 Contractor may, at its sole discretion and expense, coordinate with local youth, community, or charitable 618 organizations to provide some or all of the services required by this Section. Regardless of Contractor's 619 use of such an organization, Contractor shall be responsible for ensuring that service is provided at City - 620 sponsored events in a professional and timely manner. 621 For events that are not identified in Exhibit B5 or otherwise hosted or sponsored by the City, Contractor 622 shall provide the above-described event services upon request of the event organizer. Contractor may 623 negotiate the charges for such services for payment by the event organizer, based on the specific needs 624 of the event, or provide the services at Contractor's sole expense, provided that such event is serviced at 625 no cost to the City or ratepayers.
626 4.6 Public Education and Outreach
627 The public education and outreach activities that are included in the scope of services to be provided by 628 Contractor under this Agreement are described in Exhibit C. 629 A. Program Objectives. The City's public education and outreach strategy shall focus on: (i) 630 improving Generator understanding of the benefits of and opportunities for source reduction, 631 reuse, and landfill Disposal reduction; and, (ii) supporting compliance with Applicable Laws and 632 regulations, including, but not limited to, AB 939, AB 341, AB 1826, and SB 1383. Examples of 633 goals for the City -provided public education and outreach program include, but are not limited 634 to: (i) informing Generators about the services that are provided under this Agreement, with 635 specific focus on describing the methods and benefits of source reduction, reuse, Recycling, and 636 Composting; (ii) instructing Generators on the proper method for placing materials in Containers 637 for Collection and setting Containers out for Collection, with specific focus on minimizing 638 contamination of Recyclable Materials and Organic Materials; (iii) clearly defining Excluded 639 Waste, educating Generators about the hazards of such materials, and encouraging proper 640 handling; (iv) discouraging Generators from buying products if the product and its packaging are 641 not readily reusable, Recyclable, or Compostable; (v) informing Generators subject to Food 642 Recovery requirements under SB 1383 of their obligation to recover Edible Food and actions they 643 can take to prevent the creation of Food Waste; (vi) encouraging the use of Compost product and 644 Recovered Organic Waste Products; and, (vii) encouraging Generators to purchase products 645 and/or packaging made with Recycled -content materials. The cumulative intended effect of these 646 efforts is to reduce generation and Disposal of Solid Waste and by each Generator in the City. 647 Contractor agrees to support and not undermine or interfere with such efforts.

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City of Placentia / Republic Waste Services Franchise Agreement 648 B. Contractor Public Education Requirements. Contractor agrees to print, produce, and distribute 649 education materials and conduct outreach, as detailed in Exhibit C, at no additional cost to the 650 Customers or the City.
651 Contractor shall obtain approval from the City Administrator on all Contractor -provided 652 advertising, promotional, or service -related materials used within the City before publication, 653 distribution, and/or release. The City Administrator shall have final approval of any materials or 654 content distributed or made available to customers. The City may request that Contractor include 655 City identification and contact information on materials. Contractor's approval of such request 656 shall not be unreasonably withheld.
657 C. Non-English Language Requirements. Contractor shall make all public education and outreach 658 materials required by this Section available in English and Spanish. 659 Upon the City's request, Contractor shall provide materials in additional languages, beyond those 660 specified in this Section, in response to shifting demographics within the City; updates to State 661 requirements or Applicable Law; or any other reason deemed appropriate by the City, provided 662 that such reason is reasonable. If additional languages are required by the City or Applicable Law 663 in the future, Contractor may use QR codes to assist Customers with specific language needs. 664 4.7 Billing
665 4.7.1 Use of County Tax Roll Billing System
666 Each Residential Customer receiving Cart Collection Services shall be billed by the City, on behalf of 667 Contractor, through the County Tax Roll Billing system. Contractor shall provide a monthly invoice to the 668 City that indicates all Residential Dwelling Units that Contractor services within the City. The City will 669 collect payments from the County, on behalf of Contractor, deduct applicable City Fees, as well as such 670 other amounts (if any) owed to the City, pursuant to this Agreement, and thereafter remit to Contractor 671 the balance (net to Contractor) for all Residential Customers. On a monthly basis, the City shall remit to 672 Contractor a monthly cost per Residential Dwelling Unit, as provided in Exhibit D, for all Residential 673 Dwelling Units billed through the County Tax Roll Billing system. The City's payment to Contractor shall be 674 paid within thirty (30) calendar days of receipt of Contractor's monthly invoice. Notwithstanding the 675 foregoing, the City and Contractor may agree, in writing, to a payment frequency regarding said invoices 676 on a quarterly or other basis. If, for any reason, billing for a Residential Dwelling Unit cannot be provided 677 by the City, as contemplated by the Parties herein (such as need for additional Carts or Residential 678 Dwelling Unit became occupied after information was submitted to the County), such Residential 679 Customer shall be billed by Contractor in the same manner as other Customers, as provided in Exhibit D. 680 Contractor shall assist the City in the preparation of the required information for the County to place the 681 Residential Dwelling Unit on the County Tax Roll Billing system. Contractor shall provide to the City an 682 annual reconciliation of Customer accounts that addresses total parcel numbers in the County Tax Roll 683 Billing system and actual Residential Customers served at such parcels. Contractor shall further provide 684 monthly invoice tracking and real time Service Levels to such parcels and Residential Customers, upon 685 Customer or City request.
686 4.7.2 Direct Billing by Contractor
687 For any Customer not billed on behalf of Contractor by the City in connection with the County Tax Roll 688 Billing system for services provided hereunder, Contractor shall provide itemized bills for Solid Waste 689 handling services that distinctly showing charges for all classifications of services, including charges for June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 690 late payments. Contractor acknowledges that Contractor, and not the Customers, shall pay a Franchise 691 Fee to the City as consideration for this Agreement. Accordingly, Contractor's bills shall not include a 692 separate itemization for "Franchise Fee" or other similar designation. Contractor shall bill Commercial 693 Customers monthly. Contractor may bill all other Customers quarterly or as otherwise authorized, in 694 writing, by the City Administrator. Contractor may bill Customers in advance of, or subsequent to, services 695 being provided, at Contractor's option. Contractor shall bill Customers who order service after the first of 696 the month or cancel service prior to the end of the month on a prorated per -pickup basis. 697 4.7.3 Customer Account Information Database
698 Contractor shall develop, maintain, and regularly update a Customer Account Information Database, 699 which shall include, but is not limited to:
700 A. Customer name.
701 B. Phone number.
702 C. Service address.
703 D. Customer Type (e.g., Residential, Commercial, Multi -Family, or Roll -Off Box). 704 E. Email address.
705 F. Customer Service Levels, including exceptions and waivers. 706 Contractor shall make the Customer Account Information Database available after no more than five (5) 707 Working Days of receipt of such request from the City Administrator, in accordance with this Subsection 708 and Section 6.1. Contractor shall additionally, on an annual basis, reconcile all Customer accounts with 709 City's GIS information. Failure to maintain the Customer Account Information Database in accordance 710 with this Subsection shall result in Liquidated Damages, as identified in Section 11.6. 711 Contractor shall provide directly billed Customers the option to receive invoices electronically, using 712 paperless invoices, or by standard mail, using paper invoices. Contractor shall allow Customers to pay 713 their bills through an electronic check or credit card and allow Customer billings to be automatically 714 charged on a recurring basis. Contractor shall prepare, mail, and collect bills from Customers who decline 715 to use such electronic billing system. Contractor shall make arrangements to allow such Customers to pay 716 bills by cash, check, electronic check, money order, and credit card. 717 Up to once per quarter, the City may direct Contractor to attach inserts to directly billed Customer invoices 718 in alignment with Exhibit C.1.E.
719 Contractor shall maintain copies of all billings and receipts, each in chronological order, for the Term of 720 this Agreement, for inspection and verification by the City Administrator at any reasonable time, but in 721 no case more than thirty (30) calendar days after receiving a request to do so. 722 If Contractor fails to invoice a Customer, or otherwise undercharges a Customer for services provided for 723 more than six (6) months, Contractor may not subsequently attempt to collect the undercharged amount 724 for more than six (6) months of service. If Contractor overcharges a Customer for a period of more than 725 six (6) months, Contractor shall reimburse or credit the Customer for at least six (6) months of the 726 overcharged service, but is not required by this Agreement to reimburse or credit the Customer for more June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 727 than six (6) months of overcharges. This Agreement also does not prohibit Contractor from reimbursing 728 or crediting a Customer for more than six (6) months of overcharges. 729 If a Customer reduces or cancels service during a billing cycle, the Customer shall be entitled to a proration 730 of the billing from the date that the service change was requested, in the case of cancellations or 731 reductions in the Customer's bill, or the date the service change was fulfilled, in the case of increases in 732 the Customer's bill.
733 4.7.4 Unoccupied Premises
734 During any time when a Premises is unoccupied, and following receipt of written notice by Contractor 735 from a Customer that the Premises have been vacated, Contractor shall not provide Collection services 736 and shall not bill such Premises for Collection Service. The Customer at any such Premises shall be 737 responsible for providing reasonable evidence that the Premises have been vacated to Contractor, 738 pursuant to Contractor -developed guidelines that the City Administrator shall approve. Any Customer 739 grievance regarding a claim that a Premises was vacated and received no service, and hence should not 740 be billed for a given period, pursuant to Subsection 4.7.1, may be appealed by the Customer to the City 741 Administrator. The City Administrator's decision shall be final, following an opportunity for the parties to 742 present information and pertinent documentation. It is the intent of the Parties that Contractor shall not 743 be entitled to charge for services at vacant Premises when such services are not needed or used. 744 Notwithstanding the foregoing, it is the intent of the Parties that Premises shall not be deemed vacant, 745 pursuant to Subsection 4.7.1, during such period of time that such Premises are unoccupied due only to 746 a temporary absence of the Owner(s) or Occupant(s), such as a period when the Owner(s) or Occupant(s) 747 are merely on vacation.
748 4.7.5 Delinquent Accounts
749 Contractor may discontinue service to any Customer as set forth in this Subsection. Customers who have 750 not remitted required payments within thirty (30) calendar days after the date of billing shall be notified 751 on forms approved by the City Administrator. Such forms shall contain a statement that services may be 752 discontinued fifteen (15) calendar days from the date of notice if payment is not made before that 753 deadline. If payment is not made by the expiration of said fifteen (15) calendar day deadline, Contractor 754 may discontinue service forty-eight (48) hours thereafter. For any Customer whose service is 755 discontinued, Contractor shall resume Solid Waste Collection services on the next regularly scheduled 756 Collection day upon receipt of payment of delinquent fees and any related service restart charges, or at a 757 sooner time if directed to do so by the City. Any delinquent fees or service charges to be imposed in 758 connection with delinquent accounts shall be set by Contractor, subject to City Administrator approval. A 759 deposit equal to the Rate for one (1) month of service, as set forth in Exhibit D, and as such Rates may be 760 amended from time to time, may be required for accounts that have been discontinued due to non - 761 payment prior to reinstating service to such accounts. 762 4.7.6 Collection and Processing of Payments
763 A. Collection, Processing of Payments, Accounting and Deposit of Funds. All payments received by 764 Contractor shall be appropriately credited to Customer accounts, deposited in a bank account, 765 and accounted for in a businesslike manner, utilizing generally accepted accounting principles. To 766 facilitate audits and record keeping, Contractor shall make all withdrawals from its bank accounts 767 by check, ACH debit/credit, or wire, regardless of whether the withdrawal is to provide funds to 768 the City, Contractor, or any permissible Subcontractor of Contractor.

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City of Placentia / Republic Waste Services Franchise Agreement 769 B. Allocation of Funds. With respect to payments received from each Customer, and unless a 770 Customer specifically directs a different allocation, funds shall be allocated first to outstanding 771 charges for Solid Waste handling services, then to any related delinquency fees or other 772 administrative charges, up to the amount of any outstanding balance. Any overpayment shall be 773 credited to future bills in the same sequence, or returned to the Customer, as appropriate. 774 4.8 Customer Service Program
775 4.8.1 Program Requirements
776 A. Customer Service Local Office. Contractor maintains an office located at 1131 North Blue Gum 777 Street, in Anaheim, California. No change in this location shall occur without City's approval if such 778 change would result in Contractor not having an office within twenty-five (25) miles of City Hall. 779 Contractor's office shall be open from 8:00 a.m. to 5:00 p.m. on Monday through Friday, and 8:00 780 a.m. to 12:00 p.m. on Saturday for telephone Customer service only, Holidays excepted ("Office 781 Hours"). At least one responsible and qualified representative of Contractor shall be present and 782 available during all times that the office is required to be open, as noted above, for personal 783 communication with the public.
784 B. Telephone Customer Service Requirements
785 1. Contractor shall maintain a toll-free telephone number that rings at an office within North 786 Orange County at all times during Office Hours and a telephone system adequate to 787 handle the volume of calls typically experienced, except during periods of high call 788 volume, when calls may be routed to Contractor's available southwest area regional call 789 centers. Both English and Spanish speaking personnel shall be available during Office 790 Hours to assist Customers with telephone inquiries. Contractor shall also have the ability 791 (through the use of outside resources or otherwise, including having access to translation 792 services for telephone inquiries made during Office Hours) to communicate with 793 Customers who speak Korean, Vietnamese, or other foreign language to ensure their 794 inquiries, questions, Complaints, and other matters are dealt with in a reasonably timely 795 fashion. Customers may also subscribe to a Telecommunications Device for the Deaf 796 (TDD) service for use by Persons with hearing or speech difficulties, which Contractor shall 797 be able to accommodate. All such personnel shall be polite, responsive, and sufficiently 798 knowledgeable and have the authority to respond to and/or advise Customers seeking 799 assistance.
800 2. Contractor shall make reasonable attempts to answer all phone calls within five (5) rings. 801 If a call has been placed on hold for three (3) minutes, the caller shall either be switched 802 to a message center that shall be able to obtain the caller's address and phone number 803 or a Customer service representative who shall obtain the Customer's address and a 804 number at which the call can be returned. Contractor shall make and document at least 805 three (3) attempts within the next twenty-four (24) hour period to return the call, with 806 the first such attempt not more than one (1) hour after the caller leaves the message or 807 talks to the Customer service representative.
808 3. Contractor shall record Customer Complaints regarding Customer service personnel in 809 accordance with Subsection 4.8.1.C. Customer service representatives receiving multiple 810 Complaints shall be transferred from Customer service duties relating to services 811 performed under this Agreement.

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City of Placentia / Republic Waste Services Franchise Agreement 812 4. Contractor shall provide the City with a twenty-four (24) -hour emergency telephone 813 number that connects to a live Person, not voicemail. Contractor shall maintain such 814 emergency telephone number for the City's use outside normal Office Hours. 815 C. Complaint Documentation. Contractor shall retain daily logs of Complaints for a minimum of 816 twenty-four (24) months, which shall be available to the City at all times upon request and at no 817 cost to the City.
818 Contractor shall log all Complaints received by telephone, and or email, and such log shall include 819 the date and time the Complaint was received; name, address and telephone number of the caller, 820 description of Complaint; name of employee recording Complaint; and the action taken by 821 Contractor to respond to and remedy Complaint. Missed pick-ups shall be included in this log. 822 Complaints shall be responded to within the same Working Day of receipt for a Customer 823 Complaint received before Noon and the following Working Day of receipt for a Complaint 824 received after Noon (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A). 825 The City shall, at any time during regular Contractor business hours, have access to Contractor's 826 City Liaison for purposes that may include monitoring the quality of Customer service or 827 researching Customer Complaints.
828 D. Resolution of Customer Complaints. Disputes between Contractor and Customers regarding the 829 services may be resolved by the City, except for Customer claims for personal injury or damages 830 to property. Contractor shall have the right to present evidence in connection with any Customer 831 claim. The City's decision shall be final and binding. 832 Should Contractor and Customers not be able to establish a mutually acceptable fee to be charged 833 for special hauling services, the matter shall also be determined by the City Administrator, and 834 the City Administrator's decision shall be final.
835 Intervention by the City is not a condition precedent to any rights or remedies third parties might 836 otherwise have in any dispute with Contractor. Nothing in this Subsection is intended to affect 837 the remedies of third parties against Contractor. To the extent that remedies are warranted 838 through this Agreement, this Subsection shall apply. 839 E. Web Site and Email Access. Contractor shall develop and maintain a website with City specific 840 links that is accessible by the public and solely dedicated to the operations under this Agreement. 841 Contractor's website shall include all public education and outreach materials produced and 842 distributed under this Agreement and provide the public with the ability to email Contractor 843 questions, service requests, and Complaints. Contractor shall respond within twenty-four (24) 844 hours to all Customers who leave email messages on any given Business Day, not including 845 designated Holidays. Contractor may respond to Customer emails via email or phone. 846 4.8.2 Missed Collections
847 A. Missed Collection Complaints. In the event that a Customer has placed their Container for 848 Collection during the established or designated Collection time, and such Customer reports a missed 849 or incomplete Collection as a Complaint directly to the Contractor's Customer service line, 850 Contractor's Customer service representative shall not question or contest the Customer's claim 851 that the Collection was missed or incomplete. In cases where the route driver recorded the June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 852 Container(s) in question as already "Collected" or "not out," Contractor shall resolve the Complaint 853 as noted in the below Subsections.
854 B. Schedule for Resolution. Contractor shall resolve every Customer Complaint for a missed or 855 incomplete Collection by returning to the Customer address and completing the Collection. In the 856 case of a missed pick-up called in by a Customer, Contractor shall Collect Solid Waste, Organic 857 Materials, and Recyclable Material from such Customer no later than the next Working Day after 858 the date of the call. Contractor's failure to comply with this Subsection may result in Liquidated 859 Damages in accordance with Section 11.6.
860 Contractor shall not be required to return and complete a Collection in response to a Complaint if 861 Contractor's driver has left a Non -Collection Notice in accordance with Subsection 4.11.1.D. 862 C. Courtesy Collections for Admitted Late Set Outs. In the event that a Customer: (i) reports that their 863 Container(s) were placed for Collection after Contractor's Collection vehicle had already passed 864 their Premises for regularly scheduled Collection; (ii) does not claim that Contractor missed the 865 Collection; and, (iii) requests that Contractor return and Collect their Containers, Contractor shall 866 return to the Customer Premises and provide a courtesy Collection at no charge to the Customer. 867 Contractor is not required to provide more than one (1) courtesy Collection for admitted late set 868 outs per Customer per calendar year. For Residential Customers, one (1) courtesy Collection 869 represents Collection of up to three (3) Carts (i.e., Recyclable Materials, Organic Materials, Solid 870 Waste) per incident. Contractor shall complete the courtesy Collection by the end of the following 871 Working Day after the date of the call. The provisions of this Subsection shall only apply if the 872 Customer acknowledges during the initial call to the Customer service line that the event did not 873 constitute a missed or incomplete Collection event by Contractor. 874 4.8.3 SB 1383 Non -Compliance Complaints
875 For Complaints received directly by Contractor in which the Person alleges that an entity is in violation of 876 SB 1383 requirements, Contractor shall document the information listed in Exhibit F. For each SB 1383 877 noncompliance Complaint, Contractor shall provide information to the City in a brief Complaint report 878 within seven (7) calendar days of receipt of such Complaint. Such SB 1383 noncompliance Complaint 879 reports shall also be provided in Contractor's monthly summary report in accordance with Exhibit F. 880 Upon City request, Contractor shall conduct follow-up inspections and/or outreach to the violating entity 881 and document such follow-up information in the Contractor's reports, pursuant to Exhibit F. 882 4.9 Customer Service and Billing Systems
883 Upon the City's written request, Contractor shall provide the City with access to Contractor's Customer 884 information, including contact information (including email addresses) the billing of such Customer, and 885 any service and/or billing issues with such Customer. 886 4.10 Service Exemptions
887 4.10.1 General Exemptions
888 Upon Customer request, and with written approval from the City Administrator, Contractor shall cease 889 providing, and collecting payment for, Collection services to a Premises that is anticipated to be vacant 890 for no less than thirty (30) calendar days, pursuant to Subsection 4.7.4. In addition, upon written direction June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 891 from the City Administrator, Contractor shall modify or otherwise cease providing Collection services to 892 Customers requesting other service exemptions, provided that such Customers consistently demonstrate 893 the ability to responsibly manage Discarded Materials generated at the Premises in question in a manner 894 consistent with Applicable Law.
895 4.10.2 Commercial and Multi -Family Customer Waivers 896 A. General. The City may grant waivers described in this Section to Commercial or Multi -Family 897 Generators, which may impact the scope of Contractor's provision of service for those Customers; 898 provided, however, that such Generators shall continue to subscribe to Contractor for Collection 899 services to the extent such services are not waived by the City. Waivers issued shall be subject to 900 compliance with SB 1383 requirements, pursuant to 14 CCR Section 18984.11, or other 901 requirements specified by the City, in compliance with Applicable Law. 902 B. Types of Generator Waivers
903
904
905
906
907
908
909
910
911
912
913
914
915
916
917

1. De Minimis Waivers. The City may waive a Commercial or Multi -Family Generator's obligation to comply with some or all of the Recyclable Materials and Organic Materials requirements set forth in this Agreement, SB 1383, and the Municipal Code if the Generator provides documentation of, or the City has evidence demonstrating, one of the following de minimis conditions:
a. The Commercial or Multi -Family Generator's total Discarded Materials Collection service is two (2) cubic yards or more per week, and Organic Waste, subject to Collection in a Recyclable Materials Container or Organic Materials Container, comprises less than twenty (20) gallons per week, per applicable Container, of the Commercial or Multi -Family Generator's total waste.
b. The Commercial or Multi -Family Generator's total Discarded Materials Collection service is less than two (2) cubic yards per week, and Organic Waste, subject to Collection in a Recyclable Materials Container or Organic Materials Container comprises less than ten (10) gallons per week, per applicable Container, of the Commercial or Multi -Family Generator's total waste.
918 2. Physical Space Waivers. The City may waive a Commercial or Multi -Family Generator's 919 obligation to comply with some or all of the Recyclable Materials and Organic Materials 920 requirements set forth in this Agreement, SB 1383, and the Municipal Code if the 921 Commercial or Multi -Family Generator provides documentation, or the City has evidence 922 from its staff, Contractor, licensed architect, engineer, or similarly qualified source 923 demonstrating that the Premises lacks adequate space for Recyclable Materials 924 Containers and/or Organic Materials Containers.
925 C. Contractor Review of Waiver Requests. Generators may submit requests for de minimis waivers 926 and physical space waivers to the City or Contractor. The City shall notify Contractor of the request, 927 and Contractor shall, within seven (7) calendar days of receipt of the City's request, inspect the 928 Generator's Premises to verify the accuracy of the application. Contractor shall provide 929 documentation of the inspection, including: the date of the inspection, Customer name and 930 address, a description of the Premises, evaluation of each criterion of the relevant waiver type, and 931 photographic evidence. Contractor shall send this information and documentation to the City in a 932 timely manner, not to exceed three (3) Working Days after the date of inspection. The City 933 ultimately retains the right to approve or deny any application, regardless of the information June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 934 provided by Contractor. Contractor shall report information regarding waivers reviewed within the 935 month, if any, in accordance with this Section and Exhibit F. 936 D. Service Level Updates. When the City grants a waiver to a Customer, or the Customer's waiver 937 status changes after a reverification determination, the City shall notify Contractor within seven (7) 938 Business Days of the waiver approval or status change with information on the Customer and any 939 changes to Service Level or Collection service requirements for the Customer. Contractor shall have 940 seven (7) Business Days to modify the Customer's Service Level, Customer account data, and billing 941 statement, as needed.
942 E. Waiver Re -verification. The City shall be responsible for reverification of waivers. Upon request of 943 the City, Contractor shall support the City in this reverification process by providing requested 944 Customer information, per the Customer database requirements in Subsection 4.7.3. In the event 945 that a waiver status changes, Contractor shall update the Customer's information and Service Level 946 in accordance with Subsection 4.10.2.D.
947 4.10.3 Contractor Service Exemptions
948 A. Disaster Waivers. In the event of a disaster, the City may grant Contractor a waiver of some or all 949 Discarded Materials Collection requirements under this Agreement and 14 CCR, Division 7, Chapter 950 12, Article 3 in the disaster -affected areas for the duration of the waiver, provided that such waiver 951 has been approved by CalRecycle. Any resulting changes in Collection requirements shall be 952 addressed as a change in scope in accordance with Section 3.6. 953 B. Quarantined Waste. If approved by the City, Contractor may Dispose of, rather than Process, 954 specific types of Organic Materials and/or Recyclable Materials that are subject to quarantine, and 955 meet the requirements described in 14 CCR Section 18984.13(d), for a period of time specified by 956 the City, or until the City provides notice that the quarantine has been removed and directs 957 Contractor to Transport the materials to the Approved Facility(ies) for such material. 958 In accordance with Exhibit F, Contractor shall maintain records and submit reports regarding 959 compliance agreements for quarantined Organic Materials and Recyclable Materials that are 960 Disposed, pursuant to this Subsection.
961 4.11 Contamination Monitoring
962 4.11.1 Ongoing Contamination Monitoring
963 A. Methodology. Contractor shall perform ongoing monitoring of Containers for Prohibited 964 Container Contaminants during standard Container Collection by route personnel or through the 965 use of optical scanning or photography of a Customer's Container. Contractor will not begin 966 assessing contamination fees, or noticing Customers for optical scanning and vehicle 967 photography, without prior City approval, provided that City approval shall not be unreasonably 968 withheld. Also, Contractor, at the request of City staff, shall provide evidence for any SB 1383 969 Complaints related to Prohibited Container Contaminants. 970 B. Contamination Notification. Upon Contractor identification of Prohibited Container 971 Contaminants by route personnel, including the use of optical scanning or photography of a 972 Customer's Container, Contractor shall provide the Customer with a notice of contamination, 973 provided that Contractor obtained City approval per Subsection 4.11.1A above. The June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 974 contamination notice shall be in the form of a physical Courtesy Pick -Up Notice, or a Non - 975 Collection Notice, through email, SMS text message, direct mail, or other City -approved 976 notification method, as determined by Contractor staff based on Customer's preferred 977 communication method. Such contamination notice shall include: (i) a description of the 978 Prohibited Container Contaminants observed within the Customer's Container(s); (ii) the date and 979 time the Prohibited Container Contaminants were observed in the Customer's Container(s); (iii) 980 acceptable materials and Prohibited Container Contaminants for each Container and proper 981 Source Separation; and (iv) the amount, if any, of the contamination fee that can be assessed by 982 Contractor. In the event of a Customer dispute of a contamination charge, the City retains the 983 right to waive any contamination fees, unless sufficient evidence (e.g., a photograph) has been 984 provided in a timely manner to the Generator by Contractor. A Contractor photograph of the 985 identified contamination in Customer's Container shall create a rebuttal presumption that 986 Contractor's contamination charge is valid. The Customer has the burden to rebut the evidence 987 of contamination. The City's decision to invalidate or waive a contamination charge shall be based 988 on substantial evidence.
989 C. Courtesy Pick -Up Notice. Upon Contractor identification during physical Container Collection of 990 Prohibited Container Contaminants in a Customer's Container, Contractor shall provide the 991 Customer a Courtesy Pick -Up Notice at the Customers door or gate, or, subject to the City's 992 approval, may deliver the notice by mail, email, SMS text message or other City -approved 993 notification method. Contractor may also attach or adhere such Courtesy Pick -Up Notice to 994 Generator's contaminated Containers. Contractor shall not be required to provide a Courtesy 995 Pick -Up Notice if the Prohibited Container Contaminants are identified through optical scanning 996 or photography or if the contaminants are identified after Contractor's staff have left the 997 property.
998 The Courtesy Pick -Up Notification shall, at a minimum:
999 1. Inform the Customer of the observed presence of Prohibited Container Contaminants. 1000 2. Include the date and time the Prohibited Container Contaminants were observed. 1001 3. Include information on the Customer's requirement of proper Source Separation, and the 1002 accepted materials and Prohibited Container Contaminants for each Container. 1003 4. Inform the Customer of the courtesy pick-up of the contaminated materials on this 1004 occasion and that after one (1) instance of contaminated materials, Contractor may 1005 assess contamination fees.
1006 5. Include photographic evidence.
1007 The format of the Courtesy Pick -Up Notice shall be approved by the City Administrator and shall 1008 be distinct from the Non -Collection Notices.
1009 Contractor shall Collect the contaminated Recyclable Materials and/or Organic Materials 1010 Containers and either Transport the material to the appropriate Approved Facility(ies) for 1011 Processing or Collect the contaminated materials with the Solid Waste and Transport the 1012 contaminated materials to the Designated Disposal Facility(ies). Recyclable Materials or Organic 1013 Materials may be Collected with a Solid Waste Collection vehicle during a courtesy Collection if 1014 such materials are sent for Disposal at Designated Disposal Facility(ies), provided that the 1015 contaminants may safely and lawfully be Collected as Solid Waste.

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City of Placentia / Republic Waste Services Franchise Agreement 1016 D. Non -Collection Notices
1017 1. Non -Collection Notice. Upon physical identification of Prohibited Container Contaminants 1018 in a Container in excess of ten percent (10%) or more, by volume, or physical identification 1019 of Containers that contain Excluded Waste, Contractor shall provide a Non -Collection 1020 Notice to the Generator.
1021 The Non -Collection Notice shall, at a minimum:
1022 a. Inform the Customer of the reason(s) for non -Collection. 1023 b. Include the date and time the Non -Collection Notice was left or issued. 1024 c. Describe the premium charge to Customer for Contractor to return and Collect the 1025 Container after Customer removes the Contamination to the extent safe to do so. 1026 d. Provide a warning statement that a contamination processing fee may be assessed for 1027 Commercial and Multi -Family Bin Customers.
1028 e. Include photographic evidence of the violation(s). 1029 2. Communications with Customer. Whenever a Container at the Premises of a Commercial or 1030 a Multi -Family Customer is not Collected, Contractor shall contact the Customer on the 1031 scheduled Collection day or within twenty-four (24) hours of the scheduled Collection day 1032 by telephone, email, text message, or other verbal or electronic message to explain why the 1033 Container was not Collected. Whenever a Container is not Collected because of Prohibited 1034 Container Contaminants at the Premises of a Single -Family Customer, a Customer service 1035 representative shall contact the Customer to discuss and encourage the Customer to adopt 1036 proper Discarded Materials Source Separation procedures. 1037 3. Contractor Return for Collection. Upon request from Customer, Contractor shall Collect 1038 Containers that received Non -Collection Notices within one (1) Working Day of Customer's 1039 request, if the request is made at least two (2) Working Days prior to the regularly scheduled 1040 Collection Day. Contractor shall bill Customer for the extra Collection service event ("extra 1041 pick-up") at the applicable City -approved Rates, only if Contractor notifies Customer of the 1042 premium Rate for this service at the time the request is made by Customer. 1043 E. Assessment of Contamination Processing Fees. For Commercial and Multi -Family Bin Customers, 1044 if Contractor observes ten percent (10%) or more, by volume, of Prohibited Container 1045 Contaminants on more than one (1) occasion for Commercial accounts, and Contractor has 1046 already issued a Courtesy Pick -Up Notice, Contractor may impose a contamination fee approved 1047 by the City for that Customer's Service Level. The City retains the right to waive any contamination 1048 fees, unless sufficient evidence can be provided by Contractor, pursuant to Subsection 4.11.1.B. 1049 The intent of Contamination Fees are to provide a behavioral tool to educate and prevent 1050 Customers from placing Source Separated Discarded Materials into the improper designated 1051 Container(s). To ensure that assessment of fees are used for the intended purposes, and not as a 1052 form of revenue generation, Contractor agrees that contamination processing fees shall not 1053 exceed one percent (1%) of Contractor's Gross Receipts in any calendar quarter. In the event that 1054 contamination processing fees exceed one percent (1%) of Contractor's Gross Receipts in any 1055 calendar quarter, the assessment of contamination processing fees shall be suspended 1056 immediately and indefinitely, pending a program assessment by the City and Contractor. Upon June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1057 program suspension, or at the request of the City at any time during the Term of the Agreement, 1058 the City and Contractor shall meet and confer regarding the application and effectiveness of 1059 contamination processing fees in accomplishing the behavior change. If the program is suspended 1060 due to excessive revenue generation, the City may require Contractor to: i) modify the program 1061 parameters, ii) modify the amount of the contamination fee(s); or iii) return to the City any funds 1062 generated by the contamination processing fee that exceed one percent (1%) of Contractor's 1063 Gross Receipts for a given period of time.
1064 Failure to comply with the requirements of this Subsection may result in Liquidated Damages per 1065 Section 11.6.
1066 Contractor shall leave a Contamination Processing Fee Notice attached to the Generators' 1067 contaminated Container(s) prior to the assessment of a contamination fee. Contractor shall also 1068 deliver Contamination Processing Fee Notice by mail or email to the Customer's address within 1069 twenty-four (24) hours of assessing the contamination fee. 1070
1071
1072
1073

1. Contamination Processing Fee Notice. The Contamination Processing Fee Notice shall be in a format approved by the City Administrator. Contractor shall notify the City in its monthly report for Customers that were assessed contamination fees per Subsection

4.11.1.F.
1074 Each Contamination Processing Fee Notice shall include, at a minimum:
1075 i. The specific material(s) of issue.
1076 ii. How to correct future set outs.
1077 iii. Indication that the Customer will be charged a contamination processing fee on their 1078 next bill.
1079 F. Reporting Requirements
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1081
1082
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1. Container Contaminant Log. The driver or other Contractor representative shall record each Contractor -identified event of Prohibited Container Contaminants in a written log or on -board computer system. Such record shall include, but not be limited to: date and time of identification, Customer's address, type of Container, and photographic evidence. 1084 2. Contaminant Fees Assessment Report. Contractor's Contract Administrator or their 1085 designee shall update the Customer's account records to note the contaminant event(s) as 1086 identified by driver(s) and/or other Contractor personnel. Contractor shall maintain records 1087 and report to the City monthly on contamination monitoring activities and actions taken, 1088 consistent with the submittal timing and content requirements of Exhibit F. 1089 4.11.2 City Performed SB 1383 Annual Route Reviews 1090 The City will perform the annual Container inspection requirements of 14 CCR Section 18984.5(b). 1091 Contractor shall support the City in completing annual route reviews by providing the City with necessary 1092 data to create a route review methodology that meets the City's annual route review requirements of SB 1093 1383. Such data shall include route maps, schedules, and other operating data that the Parties agree is 1094 necessary to complete the route reviews. The City will provide Contractor with a route review schedule 1095 no less than thirty (30) calendar days before the commencement of the annual route reviews. City staff 1096 shall notify Customers prior to commencing annual route reviews and shall utilize its own notification tags June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1097 to educate Customers on acceptable materials and Prohibited Container Contaminants. Results of the 1098 City's annual route reviews may be used to assess contamination processing fees, as described in 1099 Subsection 4.11.1.E, upon Contractor receiving direct authorization from the City. 1100 4.12 Edible Food Recovery Assistance Program
1101 A. General. Pursuant to the requirements of SB 1383 (14 CCR, Division 7, Chapter 12, Article 10), the 1102 City is responsible for developing and implementing a Food Recovery program in the City. 1103 Contractor shall cooperate with and shall not impede, interfere, or attempt to impede or interfere 1104 with the implementation, expansion, and operation of Food Recovery program efforts in the City. 1105 B. Identification of Commercial Edible Food Generators. Contractor shall assist the City with 1106 identifying Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food 1107 Generators for the purpose of the Food Recovery program. No later than thirty (30) calendar days 1108 after the Effective Date, and annually thereafter, Contractor shall identify and provide a list to the 1109 City of Commercial Customers that qualify, or appear to qualify, as Tier One Commercial Edible 1110 Food Generators or Tier Two Commercial Edible Food Generators, as defined by this Agreement. 1111 The list shall include, at a minimum: the Customer's name, service address, and contact 1112 information; Tier One Commercial Edible Food Generator or Tier Two Commercial Edible Food 1113 Generator classification; and type of business, as it relates to the categories of entities specified 1114 under the definitions of Tier One Commercial Edible Food Generators and Tier Two Commercial 1115 Edible Food Generators. Contractor shall update this information annually, maintain an up -to - 1116 date database, and include this information in Contractor's annual report, in accordance with 1117 Exhibit F.
1118 Additionally, Contractor shall coordinate Food Recovery and donation efforts with each Tier One 1119 Commercial Edible Food Generator and Tier Two Commercial Edible Food Generator. Contractor 1120 shall perform quarterly examinations of routes for food donation opportunities and report results 1121 to the City and Food Recovery Organizations.
1122 C. Contractor Funding of Edible Food Consultant. As further consideration for the rights granted to 1123 Contractor herein, Contractor shall fund an agreement with a third -party each year during the 1124 Term hereof for the City to use for oversight and inspections of Food Recovery Programs in 1125 compliance with SB 1383. Contractor shall select the third party and present selection to the City 1126 for approval.
1127 4.13 Route Audit
1128 Upon the City's request (but not more than once every five (5) years), Contractor shall conduct an audit 1129 of its Collection routes in the City. The City may use information from the audit to develop a request for 1130 proposals for a new service provider. The City may instruct Contractor when to conduct the audit in order 1131 for the results to be available for use in preparation of a request for proposals, or for other City uses, 1132 provided that City provides Contractor with reasonable notice of such audit. The City may also instruct 1133 Contractor to conduct an audit at a time that would produce the most accurate Customer service 1134 information for a new service provider to use in establishing service with Customers. In setting these audit 1135 dates, the City will reasonably establish due dates for Contractor to provide routing and account 1136 information, and later, the report, to the City.
1137 The route audit, at minimum, shall consist of an independent physical observation by Person(s) other than June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1138 the route driver, or observation by onboard technology, if available, and if approved by the City. This 1139 Person(s) is to be approved in advance by the City. The route audit information shall include, as a 1140 minimum, the following information for each account:
1141 A. For Cart Customers:
1142 1. Route number.
1143 2. Truck number.
1144 3. Number and size of Carts by material stream (Solid Waste, Recyclable Materials, and 1145 Organic Materials).
1146 4. Cart condition.
1147 B. For Bin and Roll -Off Box Customers:
1148 1. Route number.
1149 2. Truck number.
1150 3. Account name.
1151 4. Account number.
1152 5. Account service address.
1153 6. Account type (Residential, Commercial, or Roll -Off Box). 1154 7. Service Level per Contractor's billing system (quantity, size, frequency, material stream). 1155 8. Observed Containers (quantity, size, frequency, material stream). 1156 9. Container condition.
1157 10. Proper signage.
1158 11. Graffiti.
1159 Within thirty (30) calendar days after the completion of the route audit, Contractor shall submit to the 1160 City a report summarizing the results of the audit. This summary shall include:
1161 A. Identification of the routes.
1162 B. Route map.
1163 C. Truck numbers.
1164 D. Number of accounts, by route and in total (Residential, Commercial, and Roll -off). 1165 E. Confirmation that all routes are dedicated exclusively to City Customers. 1166 F. Number and type of exceptions observed.
1167 G. Name and addresses of Customers that do not have Source Separated Recyclable Materials 1168 Collection services and documentation of waivers, if any, for each account.

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City of Placentia / Republic Waste Services Franchise Agreement 1169 H. Name and addresses of Customers that do not have Source Separated Organic Materials 1170 Collection services and documentation of waivers, if any, for each account. 1171 I. Total monthly service charge (Residential, Commercial, and Roll -Off Box) pre -audit for each 1172 Customer.
1173 J. Total monthly service charge (Residential, Commercial, and Roll -off) post -audit (subsequent to 1174 corrections of identified exceptions) for each Customer. 1175 The report shall include a description of the procedures followed to complete the route audit. This 1176 description shall include the names and titles of those supervising the route audits and the name and titles 1177 of those performing the observations.
1178 The report shall also include a description of the changes and Contractor's plans to resolve the exceptions. 1179 The results of the audit, and supporting back-up data, shall be available for review by the City or its 1180 representative.
1181 4.14 Preparation of CalRecycle Electronic Annual Report 1182 Contractor shall prepare, and submit to the City for approval, the CalRecycle Electronic Annual Report 1183 (EAR) by July 1 of each calendar year. Contractor shall revise the EAR upon receipt of revisions made by 1184 the City and/or their designee. Contractor shall provide the City with a final draft for submittal. The City 1185 and/or their designee will submit the EAR to CalRecycle. 1186 4.15 Completion of Recycling and Disposal Modification Process 1187 In the event Contractor or the City is made aware of errors or incorrect reporting to CalRecycle's Recycling 1188 and Disposal Reporting System (RDRS), or other similar reporting systems, Contractor is responsible for 1189 completing the Disposal modification process and protocols that need to be corrected with CalRecycle 1190 and the RDRS.

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City of Placentia / Republic Waste Services Franchise Agreement 1191 ARTICLE 5.
1192 STANDARD OF PERFORMANCE
1193 5.1 General
1194 Contractor shall at all times comply with Applicable Law and provide services in a manner that is safe to 1195 the public and Contractor's employees. Except to the extent that a higher performance standard is 1196 specified in this Agreement, Contractor shall perform services in accordance with Recyclable Materials, 1197 Organic Materials, and Solid Waste management practices common to the County area. 1198 5.2 Operating Hours and Schedules
1199 A. Hours of Collection. Unless otherwise authorized by the City Administrator, Contractor's Working 1200 Days and hours for Collection operations shall be as follows:
1201 1. Residential Premises. Collection from Residential Premises shall only occur between the 1202 hours of 7:00 a.m. and 7:00 p.m., Monday through Friday. Collection at Residential 1203 Premises shall not occur on Saturdays; excepting Temporary Services and Collection 1204 occurring on Saturdays following Holidays, as may be approved by the City Administrator, 1205 or as required for special Collections, missed Collections, or courtesy pick-ups to rectify a 1206 Customer's failure to set out Container(s). No Collection services shall occur on Sundays 1207 at Residential Premises, except in exceptional circumstances for which specific approval 1208 is given by the City Administrator.
1209 2. Commercial Premises. Collection from Commercial Premises shall only occur within the 1210 hours authorized by the Placentia Municipal Code Chapter 8.04 as it may be amended 1211 from time to time. Collection services may occur at Commercial Premises on Sundays; 1212 provided, however, no such service shall occur on Sundays in connection with any 1213 Premises at which the City Administrator determines such service would be contrary to 1214 the public interest. The City Administrator may require Contractor to comply with 1215 Collection time frames applicable to Residential Premises for Customers at Commercial 1216 Premises whose Premises are in close proximity to Residential Premises. 1217 3. City Facilities. The Collection schedule for City facilities shall be the same as Commercial 1218 Premises specified in Subsection 5.2.A.2 above.
1219 4. Coordination with Street Sweeping. Contractor shall use its best efforts to coordinate its 1220 Collection schedules such that street sweeping on any given street shall occur the 1221 Working Day following Collection of Discarded Materials by Contractor. 1222 B. Changes in Collection Routes. Contractor shall establish Collection routes and a Collection 1223 schedule that shall be approved by the City Administrator, such that Customers at all Residential 1224 and Commercial Premises within the City will have not less than one (1) established Collection day 1225 each week. Contractor shall provide the City with route maps identifying at a minimum: the type 1226 of route (e.g., Single -Family, Multi -Family, Commercial, etc.) and the Collection day. Contractor 1227 may propose changes or additional routes for City approval, which shall not be unreasonably 1228 withheld. If a standard Collection route change is approved that changes the day Collection service 1229 is provided, Contractor must notify all affected Customers fourteen (14) calendar days prior to June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1230 Contractor implementing the new route. Failure to obtain City approval on route changes 1231 resulting in service day changes for Customers shall be subject to Liquidated damages, as 1232 identified in Section 11.6.
1233 C. Commingling of Routes. During its Collection process, Contractor shall not commingle Solid Waste 1234 Collected within the City hereunder with Solid Waste Collected in other cities, based on 1235 Contractor's methodology to account for Solid Waste Collected within the City, any other city, or 1236 on behalf of any other entity operating or existing within the City that is not subject to this 1237 Agreement. Contractor is specifically prohibited from combining Collection routes related to 1238 services provided pursuant to this Agreement with Collection routes for other jurisdictions it may 1239 service. Notwithstanding the forgoing, Contractor may utilize a methodology satisfactory to the 1240 City Administrator and CalRecycle to account for one (1) or more types of Solid Waste Collected 1241 within the City if Contractor obtains the written consent of the City Administrator for Contractor 1242 to commingle Solid Waste Collected within the City with Solid Waste Collected from other 1243 jurisdictions. In such case, Contractor may commingle such Solid Waste Collected within the City 1244 in a Collection Vehicle with Solid Waste Collected from Premises in other jurisdictions. 1245 D. Holiday Collection. Contractor, at its sole discretion, may choose not to provide Collection 1246 services on a Holiday. In such event, Contractor shall provide Single -Family Collection services on 1247 the Working Day following the Holiday, thereby adjusting the subsequent work that week, with 1248 normally scheduled Friday Collection Services being performed on Saturday; however, Customer 1249 service days shall be returned to the normal schedule within one (1) week of the Holiday. Multi - 1250 Family, Commercial, and City Collection Services shall be adjusted as agreed between Contractor 1251 and the Customer, but must meet the minimum frequency requirement of one (1) time per week. 1252 Contractor shall provide Customers with notice of Holiday -related changes in Collection schedules 1253 at least two (2) weeks prior to the change.
1254 5.3 Collection Standards
1255 A. Servicing Containers. Contractor shall Collect and return each Container to the approximate 1256 location where the Occupant placed the Container for Collection. Contractor shall place the 1257 Containers upright with lids properly secured. For Customers other than Single -Family Residential 1258 Customers, Contractor may provide scout service, pull-out service, service using a key or access 1259 code, or locking Bin service, as described in Exhibits B2 and B3. 1260 B. Non -Collection, Courtesy Noticing. Within thirty (30) calendar days of the Effective Date, 1261 Contractor shall develop and submit to the City Administrator for review and approval, per the 1262 requirements of Subsection 4.11.1.D:
1263 1. A template Non -Collection Notice, for use in instances of acceptable non -Collection of 1264 Discarded Materials.
1265 2. A template Courtesy Pick -Up Notice, for use in instances of improper set out of Discarded 1266 Materials, that Contractor, at its sole option, elects to Collect as a courtesy to the Customer. 1267 In the event that Contractor encounters circumstances at a Customer Premises that prevents 1268 Contractor from Collecting Discarded Materials that have been placed for Collection, Contractor 1269 shall leave a Non -Collection Notice at the Customer Premises clearly explaining Contractor's 1270 reason for refusal to Collect the Discarded Materials, per the requirements identified in June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1271 Subsection 4.11.1. Contractor shall not be required to Collect Discarded Materials that are 1272 reasonably believed to contain Excluded Waste, pursuant to the requirements of Section 5.8. 1273 Contractor may propose an alternative to a paper Non -Collection Notice left at Customer 1274 Premises (e.g., Customer notification via a phone call or email), subject to City approval. Such an 1275 alternative must involve proactive communication with Customer initiated by Contractor. 1276 In the event that Contractor encounters circumstances at a Customer Premises that allows for 1277 safe Collection of Discarded Materials, but does not otherwise reflect proper set -out procedures 1278 (including, but not limited to, spills not caused by Contractor, Carts placed too close together, 1279 Carts placed in front of one another, and/or Carts placed too close to parked cars), Contractor 1280 shall Collect the material and leave a Courtesy Pick -Up Notice at the Customer Premises clearly 1281 explaining how the Customer failed to comply with proper set -out procedures. 1282 Contractor may educate the public on proper set -out procedures designed to maximize the 1283 efficiency of Collection (e.g., Carts spaced one foot (1') apart). However, Contractor acknowledges 1284 that such procedures are not practical in all circumstances and failure of the Customer to follow 1285 such procedures does not constitute a reason for non -Collection if the Discarded Materials may 1286 be safely and reasonably serviced at their designated service location by Contractor's route 1287 drivers dismounting their Collection vehicles and repositing Containers, as necessary. Contractor 1288 may not require a Customer to set out the Customer's Containers in such a manner that would 1289 block vehicle access to Customer's driveway. Contractor and Customers may mutually agree to 1290 uncommon service locations, if necessary, for Collection in specific areas (e.g., setting out all of 1291 the Carts in a court in a line down the middle of the court, as opposed to Curbside.) 1292 Contractor may refuse to Collect Recyclable Materials or Organic Materials Containers that are 1293 contaminated in accordance with Exhibit B and Section 4.11. In such case, Contractor shall leave 1294 an approved Non -Collection Notice informing Customer how to properly separate materials. 1295 C. Litter Abatement. Contractor shall use due care to prevent spills or leaks of material placed for 1296 Collection, fuel, and other vehicle fluids while providing services under this Agreement. If any 1297 materials are spilled or leaked during Collection and Transportation by Contractor, Contractor 1298 shall clean up all spills or leaks before leaving the site of the spill or the leak. 1299 Contractor shall not Transfer loads from one vehicle to another on any Public Street, unless it is 1300 necessary to do so because of mechanical failure, combustion of material in the truck, or 1301 accidental damage to a vehicle.
1302 Contractor shall cover all open Roll -Off Boxes at the pick-up location before Transporting 1303 materials to an Approved Facility(ies) or Designated Facility(ies). 1304 Contractor shall train Contractor's staff and conduct public outreach to Customers on best 1305 management practices for litter abatement at no extra charge. Such best management practices 1306 include, without limitation:
1307 1. Closing Container lids and right sizing service. 1308 2. Tag overfull Containers with Courtesy Pick -Up Notices, which will serve as outreach and 1309 education to the Customer. Photos of the Container shall be taken by drivers and attached 1310 to the Customer's account, which will be available to outreach and Customer service staff June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1311 in order to demonstrate to the Customer where a problem exists. 1312 3. Outreach to Customer on importance of bagging lightweight materials, such as plastic bags, 1313 film plastics, foam peanuts, and other materials that can easily become litter due to their 1314 lightweight nature.
1315 4. Train drivers on litter reduction techniques and litter removal. 1316 5. Affixing signage to the back of Contractor trucks that provides a phone number for residents 1317 to report material spills.
1318 D. Development and Review of Collection Specifications. Contractor shall work with the City to 1319 develop standard specifications for Collection Container enclosures at new or remodeled 1320 Commercial Premises and Multi -Family Premises, in alignment with the Municipal Code, when 1321 requested by the City or Customer. These specifications shall be developed to ensure that the 1322 Collection Container enclosures are built to provide adequate space for and suitable configuration 1323 to allow Contractor to safely and efficiently service Recyclable Materials, Organic Materials, and 1324 Solid Waste Containers. Contractor's Operations Manager or other appropriately qualified staff 1325 shall, upon request by the City Administrator, review plans for new Multi -Family and Commercial 1326 development or project design drawings. Contractor shall provide comments and 1327 recommendations resulting from the review in writing within ten (10) Working Days of receipt of 1328 the documents for review. In each review report, Contractor shall comment on the acceptability 1329 of the proposed enclosure arrangements in terms of: i) the adequacy of space for Recyclable 1330 Materials, Organic Materials, and Solid Waste Containers; ii) the accessibility of the Containers for 1331 Collection, including whether additional charges (e.g., pull-out or scout service, etc.) would apply; 1332 and iii) the ease of use by tenants.
1333 E. No Commingling of Materials. Contractor shall not commingle materials that have been properly 1334 Source Separated with other material types (e.g., Source Separated Recyclable Materials that 1335 have been properly placed for Collection shall not be combined with Solid Waste or Source 1336 Separated Organic Materials).
1337 5.4 Transfer and Processing Standards
1338 5.4.1 Equipment and Supplies
1339 Contractor shall equip and operate the Approved Processing Facility(ies) in a manner that fulfills 1340 Contractor's obligations under this Agreement. Contractor is solely responsible for the adequacy, safety, 1341 and suitability of the Approved Processing Facility(ies). Contractor shall modify, enhance, and/or improve 1342 the Approved Processing Facility(ies) as needed to fulfill Services under this Agreement. 1343 Contractor shall provide all rolling stock; stationary equipment; material storage containers; spare parts; 1344 maintenance supplies; Transfer, Transport, and Processing equipment; and other consumables, as 1345 appropriate and necessary, to operate the Approved Processing Facility(ies) and provide all services 1346 required by this Agreement; provided, however the foregoing shall not apply to any Designated Disposal 1347 Facility(ies) that are operated by the County. Contractor and/or its Approved Facility(ies) shall place the 1348 equipment in the charge of competent operators, and shall repair and maintain all equipment at its own 1349 cost and expense.

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City of Placentia / Republic Waste Services Franchise Agreement 1350 5.4.2 Scales and Weighing
1351 Contractor is solely responsible for ensuring accurate weighing of all materials delivered subject to this 1352 Agreement as they are entering and leaving the Approved Processing Facility(ies). 1353 A. Facility Scales. Contractor shall maintain State -certified motor vehicle scales in accordance with 1354 Applicable Law. All scales shall be linked to a centralized computer recording system at the 1355 Approved Processing Facility(ies) to record weights for all incoming and outgoing materials. 1356 Contractor shall provide back-up generator(s) capable of supplying power to the scales in the event 1357 of a power outage. Contractor shall promptly arrange for use of substitute portable scales, should 1358 its usual scales not be available for whatever reason. Pending substitution of portable scales, 1359 Contractor shall, as necessary, estimate the Tonnages of materials delivered to and Transported 1360 from the Approved Processing Facility(ies), on the basis of delivery vehicle and Transfer trailer 1361 volumes, tare weights, and/or other available facility weight records. These estimates shall take the 1362 place of actual weights while scales are inoperable and shall be identified as estimates in electronic 1363 records and reporting. The requirements in this Subsection shall apply only to scales at facilities 1364 owned or operated by Contractor and utilized for Disposal or Processing pursuant to this 1365 Agreement.
1366 B. Tare Weights. No less than thirty (30) calendar days after the Effective Date, Contractor shall ensure 1367 that all vehicles used by Contractor to deliver Recyclable Materials, Organic Materials, and Solid 1368 Waste to the Approved Processing Facility(ies) are weighed to determine unloaded ("tare") weights. 1369 Contractor shall electronically record the tare weight, identify vehicle as Contractor owned, and 1370 provide a distinct vehicle identification number for each vehicle. Contractor shall provide City with 1371 a report listing the vehicle tare weight information upon request. Contractor shall promptly weigh 1372 additional or replacement vehicles prior to placing them into service. Contractor shall check tare 1373 weights at least annually, or within fourteen (14) calendar days of a City request and shall re -tare 1374 vehicles immediately after any major maintenance or service event. 1375 C. Testing. At any facilities owned or operated by Contractor and utilized for Disposal or Processing 1376 pursuant to this Agreement, Contractor shall test and calibrate all scales in accordance with 1377 Applicable Law, but at least one (1) test and recalibration per scale every twelve (12) months, or 1378 upon City request.
1379 D. Records. Contractor shall maintain computerized scale records and reports that provide 1380 information, including date of receipt, inbound time, inbound and outbound weights of vehicles, 1381 and vehicle identification number. Contractor shall also maintain computerized scale records and 1382 reports providing historical vehicle tare weights for each vehicle and the date and location for each 1383 tare weight recorded.
1384 E. Upon -Request Reporting. If vehicles receiving and unloading operations are recorded on video 1385 cameras at the Approved Processing Facility(ies), Contractor shall (to the extent Contractor owns or 1386 operates such facilities) make those videos available for City review during the Approved Processing 1387 Facility(ies)'s operating hours, upon request of the City, and shall provide the name of the driver of 1388 any particular load, if available.

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City of Placentia / Republic Waste Services Franchise Agreement 1389 5.5 Collection Vehicle Requirements
1390 A. Vehicle Requirements. Contractor shall provide a fleet of Collection vehicles sufficient in number 1391 and capacity to efficiently perform the work required by the Agreement in strict accordance with 1392 its terms. Contractor shall have available sufficient back-up vehicles for each type of Collection 1393 vehicle used to respond to scheduled and unscheduled maintenance, service requests, Complaints, 1394 and emergencies.
1395 1. All vehicles used by Contractor shall be of size, weight, nature, and type to be minimally 1396 intrusive to the community with respect to noise, emissions, maneuverability, safety, fuel 1397 efficiency, and other factors necessary to minimize impacts of Contractor's services. In the 1398 event a particular vehicle used by Contractor causes Complaints as a result of fluid spills or 1399 leakage, Contractor will remove the vehicle immediately (same day) from service and repair 1400 the vehicle or replace the vehicle in the fleet, as necessary. All such vehicles shall have 1401 watertight bodies designed to prevent leakage, spillage, or overflow and shall comply with all 1402 Federal, State, and local laws and regulations. Each piece of equipment used by Contractor 1403 shall carry, at all times, a broom, shovel, and absorbent to be used for the immediate removal 1404 of any spilled material. Contractor's vehicles shall utilize Recycled motor oil to the extent 1405 practicable.
1406 2. Contractor will annually investigate the ability to procure qualified RNG with their fueling 1407 provider and will implement the use of such fuel to the maximum available extent, provided 1408 that the premium cost of qualified RNG does not cause Contractor's total fuel expense to 1409 increase by more than ten percent (10%). Contractor shall make commercially reasonable 1410 best efforts to seek and utilize RNG that is purchased through a wheeling agreement with a 1411 third party(ies), provided that the wheeling agreement is for purchase of gas derived from 1412 Organic Waste that has been Diverted from a landfill and Processed at an in -vessel digestion 1413 facility that is permitted or otherwise authorized by 14 CCR to Recycle Organic Waste and 1414 meets SB 1383 requirements. Contractor shall maintain records of the amount of RNG 1415 purchased and shall report this information in accordance with Exhibit F. Contractor shall 1416 allow the City the right to report this RNG usage toward the City's fulfilment of its annual 1417 Recovered Organic Waste Product procurement target, in accordance with 14 CCR Section 1418 18993.1.
1419 3. Collection vehicles shall have the capacity to Collect and Transport loose Cardboard overages 1420 to ensure that Contractor is capable of complying with Exhibit B. 1421 4. Collection vehicles shall present a clean appearance while providing service under this 1422 Agreement.
1423 5. All Collection vehicles shall comply at all times with Applicable Law, including, but not limited 1424 to, regulations promulgated by the California Air Resources Board ("CARB") in effect on the 1425 Effective Date of this Agreement. Contractor's obligation to transition to a zero -emission fleet, 1426 when and if that occurs shall be a change in Applicable Law; provided, however, that all costs 1427 associated therewith, shall not burden the City disproportionately to other jurisdictions or 1428 agencies serviced by Contractor.
1429 B. Vehicle Display. Contractor's name, local or (714) area code telephone number, and a vehicle June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1430 number shall be visibly printed or painted in letters not less than five inches (5") in height on both 1431 sides and the rear of each Collection Vehicle, including vehicles rented from a Subcontractor that is 1432 being utilized to provide Collection services to the City. 1433 C. Vehicle Inspection. Contractor shall inspect each vehicle daily to ensure that all equipment is 1434 operating properly. Vehicles that are not operating properly shall be taken out of service until they 1435 are repaired and operate properly. Contractor shall repair or arrange for the repair of all its vehicles 1436 and equipment for which repairs are needed because of accident, breakdown, or any other cause, 1437 so as to maintain all equipment in a safe and operable condition. The City Administrator may inspect 1438 vehicles at any reasonable time, and within three (3) calendar days of such a request, to determine 1439 compliance with sanitation requirements.
1440 D. Vehicle Operations. All Collection operations shall be conducted as quietly as possible and shall 1441 conform to applicable Federal, State, County, and City noise level regulations, including the 1442 requirement that the noise level during the stationary compaction process shall not exceed sixty 1443 (60) decibels, with the exception of sixty-five (65) decibels, for a one- (1-) minute duration. Noise 1444 levels of equipment used for Collection shall not exceed ninety (90) decibels when measured at a 1445 distance of twenty-five (25) feet from the vehicle and five (5) feet from the ground. The City may 1446 request that Contractor check any piece of equipment for conformance with the noise limits in 1447 response to Complaints and/or when the City Administrator believes it is reasonable to do so. 1448 E. Leaks and Spill Mitigation. Contractor shall clean up any leaks or spills from its vehicles per the 1449 National Pollutant Discharge Elimination System (NPDES) permit in effect at the time. Contractor 1450 shall notify the City of any leaks or spills reported to Contractor or observed by any employee of 1451 Contractor. Contractor shall initiate remediation action within two (2) hours of notification or 1452 observation. Contractor shall notify the City immediately upon completion of remediation of leaks 1453 or spills. No pollutant that leaks, spills, or otherwise escapes from any Contractor vehicle may be 1454 washed into a storm drain or otherwise allowed to enter a storm drain at any time. Contractor must 1455 take all measures necessary to prevent the discharge of any such pollutant into a storm drain. 1456 Contractor shall comply with all NPDES dry-cleaning measures. All Collection vehicles must be 1457 equipped with absorbent for such cleanup efforts. Contractor shall provide photographic evidence 1458 to the City for each clean up. Payment of Liquidated Damages for failure to clean up leaks or spills 1459 within the required timeframe, and/or for failure to follow the cleanup procedures, does not excuse 1460 Contractor from the cleanup requirements contained in this Subsection. 1461 F. Costs of Operation and Damages. Contractor shall be responsible for any costs incurred in 1462 connection with ensuring all Collection Vehicles comply with all Applicable Laws and regulations, 1463 including, without limitation, any such laws and regulations that may now exist or hereinafter be 1464 adopted relating to noise, fuels, emission standards, or weight limits. 1465 G. Pavement Damage. Contractor shall be responsible for the cost of repair of any extraordinary 1466 damage to the Public Streets located within the City resulting from Contractor's negligence in 1467 providing the services required hereunder, provided that such streets are constructed to City 1468 standards.

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City of Placentia / Republic Waste Services Franchise Agreement 1469 5.6 Container and Bin Enclosure Requirements
1470 A. Containers Provided to Customers. Contractor shall provide Containers to new Customers 1471 requesting service initiation within three (3) Working Days of Contractor's first receipt of the 1472 Customer request. Contractor -provided Containers shall be new or fully refurbished in an as -new 1473 condition and comply with the Container standards set forth in this Section. All Containers shall 1474 display Contractor's name, logo, telephone number, website, capacity (yards or gallons) and some 1475 identifying inventory or serial number.
1476 B. Container Standards
1477 1. All Carts shall be manufactured by injection or rotational molding methods. The Cart 1478 handles and handle mounts may be an integrally molded part of the Cart body or molded 1479 as part of the lid. The Cart handles shall provide comfortable gripping area for pulling or 1480 pushing the Cart or lifting the lid. Pinch points are unacceptable. Carts provided to 1481 Customer shall have a useful life of ten (10) or more years or more, as evidenced by a 1482 manufacturer's warranty or other documentation acceptable to the City. 1483 2. Carts shall remain durable, and, at a minimum, shall meet the following durability 1484 requirements to satisfy its intended use and performance for the Term of this Agreement:
1485 maintain its original shape and appearance; be resistant to kicks and blows; require no 1486 routine maintenance and essentially be maintenance free; not warp, crack, rust, discolor, 1487 or otherwise deteriorate over time in a manner that shall interfere with its intended use; 1488 resist degradation from ultraviolet radiation; be incapable of penetration by biting or 1489 clawing of household pets (i.e., dogs and cats); remain impervious to any damage that 1490 would interfere with the Cart's intended use after the Cart bottom's repeated contact 1491 with gravel, concrete, asphalt, or any other rough and abrasive surface; provide 1492 continuous maneuverability and mobility within the wheel and axle assemblies, as 1493 originally designed and intended.
1494 3. Carts shall be resistant to common household or Residential products and chemicals; 1495 human and animal urine and feces; and, airborne gases or particulate matter currently 1496 present in the ambient air of the City Limits.
1497 4. All Bins with a capacity of one (1) cubic yard or more shall meet applicable Federal 1498 regulations for Bin safety and be covered with attached lids. 1499 5. Contractor shall obtain the City's written approval of Container material, design, colors, 1500 labeling, and other specifications before acquisition, painting, labeling, or distribution 1501 occurs.
1502 6. When purchasing plastic Collection Containers, Contractor shall purchase Containers that 1503 contain a minimum of ten percent (10%) post -consumer Recycled plastic content, unless 1504 such requirement is waived by the City Administrator. 1505 7. Container lids shall be designed such that the follow requirements are met when properly 1506 utilized by the Customer:
1507 a. Prevents the intrusion of rainwater and vectors. 1508 b. Prevents the emissions on odors.

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City of Placentia / Republic Waste Services Franchise Agreement 1509 c. Enables the free and complete flow of material from the Container during the dump 1510 cycle without interference with the material already deposited in the truck body or 1511 the truck body itself and its lifting mechanism.
1512 d. Permits users of the Cart to conveniently and easily open and shut the lid throughout 1513 the serviceable life of the Cart.
1514 e. Hinges to the Cart body in such a manner to enable the lid to be fully opened, free 1515 of tension, to a position whereby it may rest against the backside of the Cart body. 1516 f. Prevents damage to the Container body, the lid itself, or any component parts 1517 through repeated opening and closing of the lid by Generators or in the dumping 1518 process as intended.
1519
1520
1521
1522
g.

Remains closed in winds up to twenty-five (25) miles per hour from any direction. All lid hinges must remain fully functional and continually hold the lid in the original designed and intended positions when opened, closed, or in any position between the two (2) extremes.
1523 h. Designed and constructed such that it prevents physical injury to the user while 1524 opening and closing the Cart.
1525 8. Containers shall be stable and self -balancing in the upright position, when either empty 1526 or loaded to its maximum design capacity with an evenly distributed load, and with the 1527 lid in either a closed or an open position. Containers shall be capable of maintaining 1528 upright position in sustained or gusting winds of up to twenty-five (25) miles per hour as 1529 applied from any direction.
1530 9. Containers shall be capable of being easily moved and maneuvered, if applicable, with an 1531 evenly distributed load equal in weight to its maximum design capacity on a level, sloped, 1532 or stepped surface.
1533 10. All such Containers shall be Recyclable at the end of their useful life. 1534 11. All Containers shall be designed and constructed to be watertight and prevent the leakage 1535 of liquids.
1536 C. Container Colors. Contractor shall provide all Customers with Collection Containers that comply 1537 with the Container color requirements specified in this Subsection, or as otherwise specified in 14 1538 CCR Section 18982; 14 CCR, Division 7, Chapter 12, Article 3 or other Applicable Law. Colors shall 1539 be colorfast and resistant to fading as a result of weathering or ultraviolet degradation and the 1540 lids and bodies shall be uniform for each Container type, as follows:
1541 1. Recyclable Materials Container lids shall be blue. 1542 2. Organic Materials Container lids shall be green. 1543 3. Solid Waste Container lids shall be black or gray. 1544 4. Source Separated Food Waste Container lids shall be brown. 1545 Hardware such as hinges and wheels on the Containers may be a different color than specified 1546 above. All Containers shall comply with these color requirements, including Split -Bins. Each 1547 section of the Split -Bin shall be painted in accordance with the color requirements in this 1548 Subsection for the applicable Discarded Material type intended for that segregated section of the 1549 Bin (e.g., a Split -Bin for Solid Waste and Recyclable Materials would be half black or gray and half June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1550 blue, respectively).
1551 Newly purchased Containers shall have consistent colors that shall be in compliance with the 1552 Container color requirements specified in SB 1383, 14 CCR Section 18984.8. However, in 1553 accordance with Container requirements specified in SB 1383, Contractor shall not be required to 1554 replace existing Containers that do not comply with the color requirements, including Containers 1555 purchased prior to January 1, 2022, prior to the end of the useful life of those Containers, or prior 1556 to January 1, 2036, whichever comes first. Contractor is required to have all Containers in 1557 compliance with the color requirements of SB 1383 by January 1, 2036. 1558 D. Container Labeling. Solid Waste, Recyclable Materials, and Organic Materials Carts shall carry 1559 stickers/labels or other identifying markings indicating the materials that should and should not 1560 be placed in each Container.
1561 All Containers that are not currently in Contractor's inventory shall include a label with the 1562 following: primary materials accepted, a clear indication of Prohibited Container Contaminants 1563 for that Container type, and notification forbidding Hazardous Waste and describing proper 1564 Disposal thereof. Design for the labels shall be approved by the City prior to ordering labels or 1565 Containers. Lids shall be replaced when current in -mold labels or other Container markings 1566 become worn, but no later than ninety (90) calendar days after request from the City or Customer. 1567 Information on the Containers shall include the telephone number to call for Contractor for Bulky 1568 Item pick-ups and for general Customer service. Contractor may also add to the required label 1569 information as a "QR" code that can be scanned by the Customer's personal digital devices, 1570 including cell phones, to allow the Customer to review information, including Container materials 1571 accepted, Prohibited Container Contaminants, and other information concerning SB 1383 1572 programs that can be updated over time to reflect new information or program changes. All 1573 Containers shall be labeled in accordance with CalRecycle requirements under SB 1383 1574 throughout the Term of this Agreement. Labels shall be designed in English and Spanish. If utilized, 1575 hot stamps shall be on the top of the lid and/or on the body of the Cart and shall be reviewed and 1576 approved by the City.
1577 E. Repair and Replacement of Containers; Inventory. Contractor shall be responsible for repairing 1578 or replacing Containers when Contractor determines the Container is no longer suitable for 1579 service or when the City or Customer requests replacement of a Container that does not properly 1580 function, leaks, is damaged, or is otherwise not fit for service. Contractor shall be responsible for 1581 acquiring and providing the replacement Containers. Contractor shall repair or replace all 1582 damaged or broken Containers within three (3) Working Days of Customer or City request. Minor 1583 cracks, holes, and other damages to hinges, wheels, axle, hardware, and other component parts 1584 shall be readily repairable by Contractor personnel. All repairs must restore the Cart to its full 1585 functionality to meet the design and performance requirements as set forth herein. 1586 Contractor shall maintain a sufficient inventory of Containers to accommodate new Customer 1587 requests for service, requests for changes in Service Levels (i.e., size, type, or number of 1588 Containers) from current Customers, and requests for replacement due to damage. 1589 Contractor shall replace lost or damaged Containers without charge, unless it is determined that 1590 that damage thereto is the result of negligence or intentional misuse by the Customer. Contractor 1591 shall make additional Customer -requested Cart replacements available at the City -approved Rate June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1592 for such services. In addition, Single -Family Customers may also request one (1) Cart size exchange 1593 annually at no charge. All such Containers shall be provided on the next scheduled service day. 1594 Contractor's failure to comply with the Container requirements may result in assessment of 1595 Liquidated Damages, pursuant to Section 11.6.
1596 F. Maintenance, Cleaning, Painting. All Containers shall be maintained in a safe, serviceable, and 1597 functional condition and present a clean appearance. Contractor shall repair or replace all 1598 Customer Containers damaged by Collection operations in accordance with standards specified 1599 in Section 5.6, unless damage is caused by Customer's gross negligence, in which case, the 1600 Customer will be billed for repair or replacement of Container at a City -approved Rate for such 1601 service. All Containers shall be maintained in a functional condition. 1602 Contractor shall steam clean and/or repaint all Customer Containers as needed (other than Carts) 1603 to present a clean appearance. Contractor shall offer steam cleaning service (or clean Container 1604 exchange) to Customers requesting such service and shall charge Customers for such cleaning (or 1605 Container exchange) at the City -approved Rate for such service. 1606 Contractor shall remove graffiti from all Customer Containers within twenty-four (24) hours of 1607 notification at no charge.
1608 G. Monitoring of Overflowing Containers in Enclosures. A Container may be considered overfilled 1609 when Discarded Materials project above its rim in a manner that impedes the complete closure 1610 of a Container's lid and/or when Discarded Materials are placed outside the Container and/or 1611 allowed to accumulate, making access to the Container unsafe for Collection. 1612 In the event that a Multi -Family Dwelling or Commercial Customer overfills its Bin(s), Contractor 1613 shall follow the following procedures in an effort to correct the problem, charge Customer in 1614 accordance with the approved Rate schedule, and, if necessary, increase Service Levels. For any 1615 over -fill occurrences, Contractor will document occurrence with a photograph. Contractor shall 1616 send a notification to the Customer that includes the photograph of the overage and a statement 1617 advising of service alternatives, including right -sizing opportunities, and notifying Customer of the 1618 assessment of an over -fill charge, and a possible increase in Service Level, including the related 1619 costs. Notification of over -fill can occur via email, invoice statement, or other City -approved 1620 method. Contractor shall document in their records the location of the encountered overage, 1621 photograph, and the outreach material provided to the Customer. Contractor shall provide this 1622 information to the City upon request. Contractor shall report enclosures with ongoing over -fill 1623 occurrences that cause Discarded Materials to accumulate outside of the Container to the City. 1624 Notification of ongoing over -fill issues can occur via email or other City -approved method. 1625 In the event of a delayed service or missed service event caused by Contractor, that results in a 1626 Container overage, Contractor shall be responsible for cleaning up the overage material and 1627 Customer shall not be charged for overfilled Containers. 1628 5.7 Personnel
1629 A. General. Contractor shall furnish such qualified personnel as may be necessary to provide the 1630 services required by this Agreement in a safe and efficient manner. Contractor shall provide 1631 identification badges, cards, or similar devices for all of its employees and all authorized 1632 Subcontractors who may make personal contact with residents of the City. The City may require June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1633 Contractor to notify Customers annually of the form of said identification. Contractor shall provide 1634 a list of current employees and authorized Subcontractors to the City upon request. 1635 Contractor shall use its best efforts to assure that all employees present a neat appearance and 1636 conduct themselves in a courteous manner. Each of Contractor's Collection employees shall wear 1637 a clean uniform bearing Contractor's name. All employees who may have contact with Customers 1638 in the course of performing their duties shall be able to speak English with reasonable proficiency. 1639 Contractor shall not permit its employees to accept, demand, or solicit, directly or indirectly, any 1640 additional compensation or gratuity from Customers or members of the public. 1641 B. Driver Qualifications. All drivers must have in effect a valid license of the appropriate class issued 1642 by the California Department of Motor Vehicles. Contractor shall use the Class II California 1643 Department of Motor Vehicles employer "Pull Notice Program" to monitor its drivers for safety. 1644 C. Safety Training. Contractor shall provide suitable operational and safety training for all employees 1645 who operate Collection vehicles or equipment. Contractor shall train its employees involved in 1646 Collection to identify, and not to Collect, Excluded Waste. Upon the City Administrator's request, 1647 Contractor shall provide a copy of its safety policy and safety training program, the name of its 1648 safety officer, and the frequency of its trainings. Contractor shall provide operating and safety 1649 training that meets minimum Occupational Safety and Health Administration (OSHA) standards 1650 for all personnel and shall comply with all laws and regulations applicable to its employees and 1651 personnel.
1652 D. Designated Staff.
1653 1. Contractor's Contract Administrator. Contractor shall designate at least one (1) qualified 1654 employee as the City's primary point of contact with Contractor who is principally 1655 responsible for Collection operations and resolution of service requests and Complaints. 1656 Such individual shall be empowered to negotiate on behalf of and bind Contractor with 1657 respect to any changes in scope, dispute resolution, compensation adjustments, and 1658 service -related matters that may arise during the Term of this Agreement. Such individual 1659 is defined as Contractor's Contract Administrator. 1660 2. Field Supervisor. Contractor shall designate the equivalent of one (1) qualified full-time 1661 employee as Field Supervisor. The designated Field Supervisor shall on-call at all times and 1662 is responsible for overseeing Collection operations, including responding to Customer 1663 requests, inquiries, and Complaints. Contractor's designated Field Supervisor may be a 1664 different contact throughout the day, and Contractor shall ensure City staff has an up -to - 1665 date contact list and/or schedule for the acting Field Supervisor, if it fluctuates. 1666 3. Sustainabilitv Advisor. To achieve a high level of Recycling public education and awareness, 1667 Contractor shall dedicate the equivalent of one (1) full-time Sustainability Advisor and one - 1668 half (.5) of a full-time route auditor to the City to conduct outreach to Residential and 1669 Commercial Customers and develop and implement all public education and outreach 1670 activities required under the Agreement. The Sustainability Advisor shall conduct outreach 1671 as described in Exhibit C, including the following: promotion of waste reduction, education 1672 of Customers with frequent events of over -fill or Prohibited Container Contaminants, 1673 promotion of Recycling and Diversion programs, and provision of technical assistance to 1674 Multi -Family and Commercial Customers.

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City of Placentia / Republic Waste Services Franchise Agreement 1675 • The Sustainability Advisor shall work exclusively on the City programs and 1676 services and shall not have other, non -City responsibilities or other City 1677 responsibilities not related to Sustainability Advisor responsibilities for the 1678 City.
1679 • Contractor shall provide a fully trained and experienced Sustainability 1680 Advisor on or before the Effective Date. In the event of resignation of the 1681 Sustainability Advisor, Contractor shall have a maximum of ninety (90) 1682 calendar days to replace the Sustainability Advisor. Contractor shall notify 1683 the City, in writing, of the name, education, background, and experience, 1684 including a resume, for each Sustainability Advisor prior to the Effective 1685 Date and whenever there is a change in the staffing of the position. 1686 • Upon the City's reasonable request, based on good cause with supporting 1687 documentation, Contractor shall initiate a review of employee misconduct 1688 or failure to follow Applicable Law and address and identify issues 1689 pertaining to Contractor policies and Applicable Law. If Contractor's 1690 findings after review indicate employee misconduct or failure to comply 1691 with Applicable Law, then Contractor may proceed with disciplinary action, 1692 subject to the terms of any collective bargaining agreement and/or 1693 applicable Contractor employment policies. Contractor will provide a copy 1694 of any collective bargaining agreement or applicable policies upon City 1695 request. As used herein, "good cause" means criminal conduct determined 1696 by a trial or plea; or, after good faith negotiations, conduct agreed by the 1697 Parties to be a threat or harm to persons or conduct or that is agreed by 1698 the Parties to be socially unacceptable. Contractor will provide a copy of 1699 any collective bargaining agreement or applicable policies upon City 1700 request.
1701 E. Key Personnel. Contractor shall make every reasonable effort to maintain the stability and 1702 continuity of Contractor's staff assigned to perform the services required under this Agreement. 1703 Contractor shall immediately notify the City of any changes in Contractor's key staff to be assigned 1704 to perform the services required under this Agreement. 1705 Notwithstanding the City's approval of Contractor's personnel, Contractor shall not be relieved 1706 from any liability resulting from the work to be performed under this Agreement, nor shall 1707 Contractor be relieved from its obligation to ensure that its personnel maintain all requisite 1708 certifications, licenses, and the like, and Contractor shall ensure that its personnel at all times fully 1709 comply with Applicable Law.
1710 At any time, the City may, for good cause, request that any of Contractor's non -management 1711 employees be reassigned such that they no longer perform any work relating to this Agreement. 1712 The City shall provide a statement describing the specific good cause reason for such request. 1713 Contractor shall promptly review the request and meet and confer with City. Upon confirmation 1714 of good cause, Contractor shall remove the identified employee(s) from performing any work 1715 related to this Agreement, as allowed by and subject to the provisions of any applicable collective 1716 bargaining agreement. The vacated position(s) shall be filled by Contractor with a suitable 1717 replacement within ten (10) calendar days, or as soon thereafter as practicable. As used herein, June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1718 "good cause" means: adjudicated criminal conduct following a trial or plea; conduct that is agreed 1719 by the Parties in good faith to be a threat or harm to Persons or property; or conduct that is agreed 1720 by the Parties in good faith to be socially unacceptable. 1721 5.8 Excluded Waste Inspection and Handling
1722 A. Inspection Program and Training. Contractor shall develop a load inspection program that 1723 includes the following components: (i) personnel and training; (ii) load checking activities; (iii) 1724 management of wastes; and, (iv) record keeping and emergency procedures. 1725 Contractor's load checking personnel, including its Collection vehicle drivers, shall be trained in:
1726 (i) the effects of Hazardous Substances on human health and the environment; (ii) identification 1727 of prohibited materials; and, (iii) emergency notification and response procedures. Collection 1728 vehicle drivers shall inspect Containers before Collection when practical. 1729 B. Response to Excluded Waste Identified During Collection. If Contractor determines that material 1730 placed in any Container for Collection is Excluded Waste or presents a hazard to Contractor's 1731 employees, Contractor shall have the right to refuse to accept such material. Contractor shall 1732 contact the Generator and request that the Generator arrange for proper Disposal. If the 1733 Generator cannot be reached immediately, Contractor shall, before leaving the Premises, leave a 1734 Non -Collection Notice that indicates the reason for refusing to Collect the material and lists the 1735 phone number of a facility that accepts the Excluded Waste or a phone number of an entity that 1736 can provide information on proper Disposal of the Excluded Waste. Under no circumstances shall 1737 Contractor's employees knowingly Collect Excluded Waste or remove unsafe or poorly 1738 containerized Excluded Waste from a Collection Container. 1739 If Excluded Waste is found in a Collection Container or Collection area that could possibly result 1740 in imminent danger to people or property, Contractor shall immediately notify the Fire 1741 Department.
1742 C. Response to Excluded Waste Identified At Processing or Disposal Facility. Materials Collected by 1743 Contractor shall be delivered to the Approved Facility(ies) for purposes of Processing or Disposal. 1744 In the event that load checkers and/or equipment operators at such facility(ies) identify Excluded 1745 Waste in the loads delivered by Contractor, such personnel shall remove these materials for 1746 storage in approved, onsite Excluded Waste storage Container(s). Contractor shall arrange for 1747 removal of the Excluded Wastes at its cost by permitted haulers in accordance with Applicable 1748 Laws and regulatory requirements. Contractor may, at its sole expense, attempt to identify and 1749 recover the cost of Disposal from the Generator. If the Generator can be successfully identified, 1750 the cost of this effort, as well as the cost of Disposal, shall be chargeable to the Generator. 1751 5.9 Contract Management
1752 The City Administrator or their designee shall monitor and administer this Agreement. Contractor shall 1753 designate an employee to serve as Contractor's Contract Administrator(s), who shall be responsible for 1754 working closely with the City Administrator in the monitoring and administration of this Agreement. 1755 Contractor's Contract Administrator shall meet and confer with the City Administrator or their designee 1756 to resolve differences of interpretation and implement and execute the requirements of this Agreement 1757 in an efficient, effective manner consistent with the stated objectives of this Agreement.

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City of Placentia / Republic Waste Services Franchise Agreement 1758 The City Administrator, or their designee, and Contractor's Contract Administrator shall hold contract 1759 management meetings monthly or at such other frequency as designated by the City Administrator. This 1760 meeting is intended to review the status of Contractor's implementation of programs and services 1761 required under this Agreement, coordinate shared efforts between the Parties, and discuss other agenda 1762 items deemed appropriate by the Parties for such meetings. 1763 From time to time, the City Administrator may designate other agents of the City to work with Contractor 1764 on specific matters. In such cases, those individuals should be considered designates of the City 1765 Administrator for those matters to which they have been engaged. Such designates shall be afforded all 1766 of the rights and access granted thereto. In the event of a dispute between the City Administrator's 1767 designate and Contractor, the City Administrator's determination shall be conclusive. 1768 In the event of dispute between the City Administrator and Contractor regarding the interpretation or the 1769 performance of services under this Agreement, the City Administrator's determination shall be conclusive, 1770 except where such determination results in a material impact to Contractor's revenue and/or cost of 1771 operations. For the purposes of this Section, "material impact" is an amount equal to or greater than ten 1772 thousand dollars ($10,000). In the event of a dispute between the City Administrator and Contractor 1773 results in such material impact to Contractor, the provisions of Section 11.9 shall apply. 1774 City Administrator may enter, observe, and review Contractor's operations and Approved Facility(ies). City 1775 Administrator's review shall include review of all information that relates to Contractor's cost of providing 1776 service under this Agreement and Contractor's non -Confidential and non -Proprietary records. City 1777 Administrator shall be able to conduct such review during reasonable hours with reasonable notice. In no 1778 event shall Contractor prevent access to such Contractor's operations and Approved Facility(ies) for a 1779 period of more than three (3) calendar days after receiving a request. The City Administrator shall be 1780 granted access to Contractor's information systems and Customer service database in accordance with 1781 Section 4.9.
1782 5.10 Local Purchasing Preference
1783 Contractor, when economically feasible, shall use best efforts to give preference to purchasing materials 1784 and supplies used in connection with Agreement from local vendors within the City. Additionally, 1785 Contractor shall support restaurants and food suppliers located within the City when catering special 1786 events for the City, the community, and Contractor's employees. Contractor shall submit an annual report, 1787 as required in Exhibit F, to the City identifying their compliance with this Section. 1788 5.11 Minimum Diversion and Participation Requirements 1789 5.11.1 C&D Diversion
1790 Contractor shall Divert from landfilling the State -mandated C&D Diversion percentage, which is currently 1791 sixty-five percent (65%), for all C&D loads Contractor Collects under this Agreement. Contractor shall 1792 provide a Diversion report to the City, at no additional charge, for each construction and demolition 1793 project that has Collection services performed by Contractor. 1794 5.11.2 Implementation of Additional Diversion Services 1795 Contractor warrants and represents that it is aware of and familiar with the City' s current Source 1796 Reduction and Recycling Element ( the "SRRE") and the City' s waste stream, and that it has the ability to 1797 provide sufficient programs and services to ensure City will meet or exceed the Diversion goals (including, June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1798 without limitation, amounts of Discarded Materials to be Diverted, time frames for Diversion, and any 1799 other requirements) set forth in AB 939, AB 341, AB 1826, and SB 1383. Contractor shall do so without 1800 imposing any costs or fees, other than those set forth on the attached Exhibit D. In the event City does 1801 not meet the current Applicable Law Diversion goal of fifty percent (50%) of all Solid Waste generated, as 1802 calculated annually by CalRecycle and imposed by AB 939, or if the City reasonably determines there is 1803 substantial risk that Contractor's actions pursuant to this Agreement will be insufficient to allow the City 1804 to achieve the Applicable Law Diversion goal for the next calendar year (e.g., the City receives a letter 1805 from CalRecycle noting such), the City may direct Contractor to perform additional services (including the 1806 implementation of new Diversion programs) or modify the manner in which it performs existing services, 1807 and Contractor agrees to do so at no additional charge. Pilot programs and innovative services, which may 1808 entail new Collection methods and use of new or alternative waste Processing and Disposal technologies, 1809 are included among the kinds of changes that City may direct. 1810 5.11.3 Customer Participation Compliance Requirements 1811 The minimum required level of Customer participation that must be achieved by Contractor on or before 1812 July 1, 2028, and annually thereafter, includes the following:
1813 A. SB 1383 Programs
1814 1. Residential Premises. Contractor must fully implement a Residential Organic Materials 1815 Diversion program where all Residential Premises are provided the required Containers to 1816 comply with SB 1383.
1817
1818 2. Commercial Premises. Contractor must implement and maintain an SB 1383 -compliant 1819 Commercial Recyclable Materials and Organic Materials Diversion program with the goal of 1820 providing Recyclable Materials and Organic Materials Containers to all Customers required 1821 to have such Containers under CalRecycle requirements. 1822
1823 3. Roll -Out. Annually, at a minimum, Contractor shall provide Containers to at least ninety - 1824 fine percent (95%) of Customers required to have Recyclable Materials Containers and 1825 ninety -fine percent (95%) of Customers required to have Organic Materials Containers. 1826 Such Customers shall not have been granted a waiver per the Municipal Code and shall not 1827 otherwise comply via Self -Haul programs.
1828 B. Contractor Has Maintained Full Implementation of All AB 341 and AB 1826 Diversion Programs. 1829 As of the Effective Date of this Agreement, Contractor agrees to implement AB 341 and AB 1826 1830 Diversion programs, such that all Commercial Customers required to have such programs are 1831 subscribed to the Contractor -provided program, unless the Customer has been granted a waiver 1832 per the Municipal Code or otherwise complies via Self -Haul programs. 1833 C. Non -Compliant Customers. Contractor shall document any Customers that do not subscribe to 1834 the required mandatory programs per AB 341, AB 1826, and/or SB 1383. Contractor shall forward 1835 such list of non-compliant Customers to the City's Public Works Department. 1836
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City of Placentia / Republic Waste Services Franchise Agreement 1837 ARTICLE 6.
1838 RECORD KEEPING AND REPORTING
1839 6.1 Record Keeping
1840 Contractor shall maintain Customer contact information; Customer service, accounting, statistical, 1841 operational, programmatic, and other records; and associated documentation related to its performance, 1842 as shall be necessary to provide detailed and accurate reports under this Agreement, and to demonstrate 1843 compliance with this Agreement and Applicable Law. Unless otherwise required in this Article, Contractor 1844 shall retain all records and data required to be maintained by this Agreement for the Term of this 1845 Agreement plus five (5) years after its expiration or earlier termination, or such longer period as required 1846 by Applicable Law. Records and data shall be in a chronological and organized form that is readily and 1847 easily interpreted to facilitate the flexible use of data to structure reports. Contractor's records shall be 1848 stored in one central location, physical or electronic, that can be readily accessed by Contractor. Upon 1849 request, and subject to non -disclosure limitations for Contractor's Confidential and Proprietary 1850 Information, Contractor shall retrieve any such non -Confidential records in a timely manner, not to exceed 1851 five (5) Working Days of a request by the City Administrator for the City to review at Contractor's office. 1852 Contractor shall maintain adequate record security to preserve records from events that can be 1853 reasonably anticipated, such as a fire, theft, and earthquake. Electronically maintained data and records 1854 shall be protected and backed up. To the extent that Contractor utilizes its computer systems to comply 1855 with record keeping and reporting requirements under this Agreement, Contractor shall, on a monthly 1856 basis, save all system generated reports supporting those record keeping and reporting requirements in 1857 a static format in order to provide an audit trail for all data required by the City, as requested, under this 1858 Agreement.
1859 At a mutually agreed upon time during normal business hours, within five (5) Work Days of a written 1860 request, at no charge to the City, Contractor shall provide the City with access to Contractor's data and 1861 records at Contractor's offices, with respect to the matters covered by this Agreement and Applicable 1862 Law. Contractor shall permit the City, or its designee, to audit, examine, make copies, and make excerpts 1863 or transcripts of such data and records relating to all matters covered by this Agreement and Applicable 1864 Law, all at City's expense. Contractor shall maintain such data and records in an accessible location and 1865 condition for a period of not less than five (5) years following the City's receipt of final payment under this 1866 Agreement, unless the City agrees in writing to an earlier disposition. Contractor agrees that all data 1867 regarding business operations, Customer lists, routing, Tonnage, Service Levels, work orders issued from 1868 dispatch, Customer service logs and account notes, and work force and bargaining agreements, do not 1869 constitute Proprietary Information or trade secrets and shall be made available to the City Administrator 1870 or their designee upon request and within the timelines required by this Section. The City is subject to the 1871 California Public Records Act (Government Code Section 6250 et. seq.) and nothing in this Agreement is 1872 intended to impair the City's requirements or obligations under that Act. 1873 City views its ability to defend itself against CERCLA, and related litigation as a matter of great importance. 1874 For this reason, the City highly regards its ability to prove where Collected Recyclable Materials, Organic 1875 Materials, and Solid Waste are taken for Transfer, Processing, or Disposal. Such ability is of the utmost 1876 importance and is a material term of this Agreement. Contractor shall maintain records that can establish 1877 where Collected Recyclable Materials, Organic Materials, and Solid Waste were Transferred, Processed, 1878 or Disposed. This provision shall survive the expiration or earlier termination of this Agreement. 1879 Contractor shall maintain these records for a minimum of five (5) years beyond expiration or earlier June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1880 termination of the Agreement, or such longer period as required by Applicable Law. Contractor shall 1881 provide these records to the City (upon request or at the end of the record retention period) in an 1882 organized and indexed manner rather than destroying or Disposing of them. 1883 6.2 Report Submittal Requirements
1884 6.2.1 Reporting Format and Frequency
1885 The Parties acknowledge that City will require reporting at various intervals by which information 1886 important to the City can be complied and analyzed. Throughout the Term, the Parties agree to work 1887 together to address the City's needs with respect to the information to be contained in reports prepared 1888 by Contractor. The following is intended as a starting point in order to have established an objective 1889 baseline for reporting, but the frequency and content of the reports called out below may be changed by 1890 mutual written agreement of the Parties,. Records related to performance of this Agreement shall be 1891 maintained by Contractor in forms and by methods that facilitate flexible use of data contained in them 1892 to structure reports, as needed. Contractor shall submit monthly reports within twenty (20) calendar days 1893 after the end of the report month. Contractor shall submit quarterly reports within twenty (20) calendar 1894 days after the end of the calendar quarter. Contractor shall submit annual reports within forty-five (45) 1895 calendar days after the end of the calendar year.
1896 Contractor shall submit all reports to the City Administrator electronically via e-mail using commercially 1897 available and generally used native format software acceptable to the City or an alternate format 1898 acceptable to the City. The City reserves the right to reasonably require Contractor to maintain records 1899 and submit the reports required herein through use of a City -approved file sharing platform that the City 1900 can access, at Contractor's expense.
1901 Monthly, quarterly, and annual reports shall include, at a minimum, all data and information described in 1902 Exhibit F, unless otherwise specified under this Agreement. 1903 Contractor may propose report formats that are responsive to the objectives and audiences for each 1904 report. The format of each report shall be approved by the City Administrator, or their designee, in their 1905 sole discretion. The City Administrator may, from time to time during the Term, review, and request 1906 changes to Contractor's report formats and content and Contractor shall not unreasonably deny such 1907 requests.
1908 The City reserves the right to require Contractor to provide additional reports or documents, as the City 1909 Administrator reasonably determines to be required for the administration of this Agreement or in 1910 compliance with Applicable Law.
1911 Upon request of either of the Parties, but no more than (2) two times per year, the City and Contractor 1912 shall meet and confer about the current reporting requirements and templates utilized from the prior 1913 calendar year to discuss updates or modifications to the formatting or additional information as required 1914 by Applicable Law.
1915 6.2.2 SB 1383 Reporting
1916 Contractor shall provide the City with the necessary service record data for SB 1833 compliance on a 1917 quarterly basis for the first calendar year after the Effective Date for the City to upload into City -selected 1918 Recycling reporting software. After the first calendar year after the Effective Date, Contractor shall provide 1919 such data two (2) times per calendar year at dates approved by the City in the annual public education June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1920 and outreach plan, as required by Exhibit C. The City and Contractor may mutually agree to change the 1921 submittal date or request additional data if required by CalRecycle to confirm compliance with SB 1383. 1922 Such data shall be submitted on a City -approved form, such as a single -tab Excel worksheet, CSV file, or 1923 other similar template, and in an industry standard form of data (by Container group). Such data shall 1924 additionally be submitted in the format and frequency described in Section 6.2.1 and shall include all 1925 relevant information required for efficient uploading to the City -selected Recycling reporting software. 1926 The City shall provide Contractor access to the City -selected Recycling reporting software for tracking all 1927 compliance and outreach communications and activities conducted by Contractor in the jurisdiction. 1928 Contractor acknowledges that the information provided pursuant to this Subsection is necessary in order 1929 to support the City's SB 1383 implementation record. Contractor shall comply with any reasonable 1930 changes or additional reporting requests made by the City in its quarterly submissions in relation to SB 1931 1383 reporting.
1932 6.3 Performance Review
1933 City may hold a public hearing, or other meeting, on or about the two- (2-) year anniversary of the Effective 1934 Date, and every twelve (12) months thereafter, during which Contractor shall be present and participate, 1935 to review Discarded Materials Collection, source reduction, Processing, and other Diversion services, as 1936 well as the overall performance of Contractor in performance of its duties required by this Agreement. 1937 The purpose of the hearing is to discuss and review technological, economic, and regulatory changes in 1938 Collection, source reduction, Recycling, Processing, and Disposal to achieve a continuous, advanced 1939 Discarded Materials Collection, source reduction, Recycling, and Disposal system and ensure services are 1940 being provided with adequate quality, effectiveness, and economy. 1941 Forty-five (45) calendar days after receiving notice from the City of a performance review hearing, 1942 Contractor shall, at a minimum, submit a report to the City indicating the following:
1943 A Changes recommended and/or new services to improve City's ability to meet the goals of AB 939, 1944 AB 341, AB 1826, SB 1383, and any current or future regulations and contain costs and minimize 1945 impacts on Rates. A specific plan for regulatory compliance shall be included. 1946 B. Any specific plans and proposed costs for provision of changed or new services by Contractor. 1947 The reports required by this Agreement regarding Customer Complaints shall be used as one basis for 1948 review. Contractor may submit other relevant performance information and reports for consideration. 1949 The City may request Contractor to submit specific information for the hearing. In addition, any Customer 1950 may submit comments or Complaints during or before the hearing, either orally or in writing, and these 1951 shall be considered.
1952 Topics for discussion and review at the Performance Review Hearing shall include, but shall not be limited 1953 to, services provided, route audit results, feasibility of providing new services, application of new 1954 technologies, Customer Complaints, amendments to this Agreement, developments in the law, new 1955 initiatives for meeting or exceeding AB 939's goals, regulatory constraints and Contractor performance. 1956 The City and Contractor may each select additional topics for discussion at any Performance Review 1957 Hearing.
1958 Not later than sixty (60) calendar days after the conclusion of each performance review hearing, the City 1959 may issue a report. As a result of the review, the City may require Contractor to provide expanded or new June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 1960 services within a reasonable time and for reasonable Rates and compensation. The City may also direct or 1961 take corrective actions for any performance inadequacies. 1962 6.4 Biennial Audit
1963 City may conduct an audit of Contractor at any time. The scope of the audit, and auditing party, will be 1964 determined by the City. The scope may include, but is not limited to:
1965 A. Compliance with terms of this Agreement.
1966 B. Customer Service Levels and billing.
1967 C. Fee payments.
1968 D. Receipts.
1969 E. Tonnage.
1970 F. Complaint log.
1971 G. Compliance with mandatory Commercial Recycling, mandatory Commercial Organic Materials 1972 Recycling, and SB 1383.
1973 H. Verification of Diversion rate.
1974 The first audit, which will be performed during 2028, will be based on Contractor's reports and records 1975 for the period from the Effective Date through December 31, 2027. Audits will be performed every two 1976 (2) years thereafter ("Biennial Audit"). Contractor will reimburse the City for the cost of such audits, which 1977 shall be up to fifty-five thousand dollars ($55,000) for the first audit and each subsequent Biennial Audit. 1978 After the first audit, the fifty-five thousand dollar ($55,000) amount shall be adjusted annually by the 1979 adjustment to the service component to calculate compensation for all Biennial Audits. 1980 Should an audit by the City disclose that the Franchise Fees or other fees payable by Contractor were 1981 underpaid by three percent (3%) or more, or that two percent (2%) or more of Customers were 1982 inaccurately billed, for the period under review, Contractor shall reimburse the City for the actual cost of 1983 the audit to the extent such audit exceeded fifty-five thousand dollars ($55,000). 1984 6.4.1 Payments and Refunds
1985 Should an audit by the City disclose that the Franchise Fees payable by Contractor were underpaid, or that 1986 Customers were overcharged for the period under review, Contractor shall pay to the City any 1987 underpayment of Franchise Fees and/or refund to Contractor's Customers any overcharges within thirty 1988 (30) calendar days following the date of the audit. Should an audit disclose that Franchise Fees were 1989 overpaid, the City shall refund to Contractor the amount of the overpayment within the same time frame. 1990 Should the audit disclose that Customers were undercharged, Customers may be billed up to, but not 1991 exceeding, one (1) year of the services not previously billed by Contractor or the City.

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City of Placentia / Republic Waste Services Franchise Agreement 1992 6.5 SB 1383 Recordkeeping Software
1993 Contractor shall utilize the "Recyclist" cloud -based software or, with City approval, another substantially 1994 equivalent cloud -based software, at no additional cost to the City or ratepayers, to integrate outreach 1995 efforts to businesses within the City, store reports required by this Article 6 and Exhibit F of this 1996 Agreement, and store additional data required to be made available to CalRecycle. The City shall have 1997 online access to the database for real-time monitoring of data.

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City of Placentia / Republic Waste Services Franchise Agreement 1998 ARTICLE 7.
1999 CONTRACTOR'S CONSIDERATION AND OTHER
2000 REIMBURSEMENTS
2001 7.1 Contractor's Consideration
2002 In addition to any other consideration set forth herein, as part of its consideration for entering this 2003 Agreement, and for the exclusive franchise, right and privilege to provide Collection services within the 2004 City, as specified herein, Contractor shall provide the following:
2005 7.1.1 Franchise Fee
2006 Contractor shall pay to the City a Franchise Fee equal to fifteen percent (15%) of Contractor's annual Gross 2007 Receipts each year, or portion thereof, during the entire Term of this Agreement. In addition thereto, 2008 Contractor shall pay to the City an Administrative Fee equal to five percent (5%) of Contractor's annual 2009 Gross Receipts each year, or portion thereof, during the entire Term of this Agreement. Gross Receipts 2010 shall be calculated upon Contractor's gross revenue. Except with respect to Gross Receipts collected from 2011 Customers by the City on behalf of Contractor, said Franchise Fee and Administrative Fee shall be paid to 2012 the City monthly, on or before the twentieth (20th) day of each month. Should any such due date fall on 2013 a weekend, Holiday, or any day on which the City's business offices are closed, payment shall be due on 2014 the first Business Day thereafter on which the City's business offices are open. The total amount of each 2015 monthly payment shall be equal to twenty percent (20%) of Contractor's Gross Receipts in the calendar 2016 month preceding the date payment was due (excluding amounts collected from Customers by the City on 2017 behalf of Contractor). The Franchise Fee and Administrative Fee payments shall be accompanied by a 2018 statement, certified by Contractor, attesting to the accuracy of the amounts paid, and setting forth the 2019 basis for their calculation in a manner acceptable to the City. The Franchise Fee and Administrative Fee 2020 due in connection with amounts that are collected from Customers by the City on behalf of Contractor 2021 shall be deducted by the City prior to the City forwarding funds it receives for payment of Solid Waste 2022 handling services to Contractor. The Franchise Fee and the Administrative Fee due hereunder shall apply 2023 to Contractor's Gross Receipts collected after the expiration of the Term hereof relating to Contractor's 2024 performance during the Term hereof.
2025 7.1.2 Services at City Facilities
2026 Contractor shall provide Collection services at all Premises owned and/or operated by the City, at no cost 2027 to the City, for routine Collection of Solid Waste, Recyclable Materials, and Organic Materials generated 2028 from such City Premises. Contractor shall provide Containers for such services as the City deems 2029 appropriate for each of its various Premises (i.e., Carts, Bins, or Roll -off Boxes). Such services shall be 2030 provided for all existing City Premises, as they may be expanded from time to time, as well as all new or 2031 additional facilities acquired and/or constructed during the Term hereof. Contractor shall carry out its 2032 obligations pursuant to this provision in a manner, and to a degree, approved by the City Administrator. 2033 Contractor shall not be responsible for the Collection of Solid Waste generated from or delivered to City 2034 Premises by vendors or subcontractors of the City. Sources of City materials and agreed-upon locations 2035 are set forth in Exhibit B5.
2036 7.1.3 Annual Contribution to Community Programs
2037 As further consideration for the rights granted to Contractor herein, Contractor shall make a payment of 2038 fifteen thousand ($15,000.00) dollars to the City each year during the Term hereof for the City to use for June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2039 community programs of any nature, as the City deems appropriate (such as the 'Placentia Community 2040 Foundation"). Such payments shall be due on or before July 1 of each year, with the first payment due on 2041 or before July 1, 2026 with payments thereafter due on or before July 1 of each succeeding year. 2042 7.2 City Refuse and Recycling Coordinator Fee
2043 Pursuant to California Public Resources Code 41902, the City may directly assess a fee or may, by 2044 agreement, arrange for the fee to be collected by Contractor under this Agreement. Contractor agrees to 2045 pay or collect, as the case may be, a City Refuse and Recycling Coordinator Fee. Contractor shall collect 2046 the City Refuse and Recycling Coordinator Fee pursuant to the billing services and systems defined in 2047 Section 4.7. The City Refuse and Recycling Coordinator fee due in connection with amounts that are 2048 collected from Customers by the City on behalf of Contractor shall be deducted by the City prior to the 2049 City forwarding funds it receives for payment of Solid Waste handling services to Contractor. The City 2050 Refuse and Recycling Coordinator Fee due in connection with amounts that are collected from Customers 2051 by Contractor shall be paid to the City at the same time as the Franchise Fee, pursuant Subsection 7.1.1. 2052 An example of the Refuse and Recycling Coordinator Fee calculation is included in Exhibit E. 2053 7.3 Payment Schedule and Late Fees
2054 In the event Contractor fails to timely make any of the payments provided for in this Agreement (whether 2055 reimbursements, Franchise Fees, payments of funds collected in connection with billing services, or 2056 otherwise), Contractor shall pay to the City, as additional consideration, a sum of money equal to two 2057 percent (2%) of the amount past due. This amount is required in order to defray those additional expenses 2058 and costs incurred by the City by reason of the delinquent payment including, but not limited to, the cost 2059 of administering, accounting for, and collecting said delinquent payment and postponing services and 2060 projects necessitated by the delay in receiving the revenue. In addition, any amounts not paid to the City 2061 by Contractor within sixty (60) calendar days of the due date shall be subject to interest in the amount of 2062 ten percent (10%) per annum, calculated on a daily basis for each calendar day such sum remains past 2063 due.
2064 7.4 Other Fees
2065 City shall reserve the right to set other fees, or further adjust the Franchise Fee, AB 939/SB 1383 2066 Regulatory Reimbursement, City Refuse and Recycling Coordinator Fee, and Administrative Fee beyond 2067 the regular annual adjustments described above as it deems necessary, to the extent that such further 2068 adjustments are also included in the adjustments to the approved Rates. 2069 7.5 Discontinuance of Fees
2070 In event the fees described in Section 7.1 are discontinued during the Term of this Agreement, including 2071 Agreement extensions granted by the City, Customer Rates shall be reduced based on the amount of the 2072 discontinued fee(s).

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City of Placentia / Republic Waste Services Franchise Agreement 2073 ARTICLE 8.
2074 CONTRACTOR'S COMPENSATION AND RATE
2075 SETTING
2076 8.1 General
2077 Contractor shall perform the responsibilities and duties described in this Agreement in consideration of 2078 the right to receive compensation for services. Contractor's Compensation provided for in this Article shall 2079 be the full, entire, and complete compensation due to Contractor, pursuant to this Agreement, for all 2080 labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, Disposal, Recycling, 2081 Processing, Transfer, profit, and all other things necessary to perform all the services required by this 2082 Agreement in the manner and at the times prescribed. 2083 8.2 Initial Rates
2084 The Rates for the Rate Period ending June 30, 2027 (Rate Period one) shall not exceed those set forth in 2085 Exhibit D hereto, unless amended by a written amendment to this Agreement entered into by and 2086 between the City and Contractor. Contractor has reviewed these Rates and agrees they are reasonably 2087 expected to generate sufficient revenues to provide adequate Contractor's Compensation. Unless and 2088 until the Rates set forth on Exhibit D are adjusted, Contractor will provide the services required by this 2089 Agreement, charging no more than the Rates authorized by Exhibit D, except as provided herein in this 2090 Article 8.
2091 8.3 Schedule of Future Adjustments
2092 For the Rate Period beginning July 1, 2027 and ending June 30, 2028 and for all subsequent Rate Periods, 2093 Contractor or the City may request an annual adjustment to the Rates shown in Exhibit D, as provided in 2094 Subsection 8.4.2 and Section 8.5. Contractor shall submit its request in writing, to be received by the City 2095 in person, via email or via certified mail, by March 1 of the same year, based on the method of adjustment 2096 described in Section 8.4. Failure to submit a written request by March 1 shall result in Contractor waiving 2097 the right to request such an increase for the upcoming Rate Period. 2098 8.4 Method of Adjustments
2099 8.4.1 General
2100 Pursuant to Section 8.3, Contractor may request an annual adjustment to the Rates according to the 2101 formula shown in Exhibit E, subject to review and approval of the City. 2102 A. Indemnification. To the maximum extent allowed by and subject to Applicable Law, Contractor 2103 shall indemnify, defend, and hold harmless the City, its officers, employees, agents and 2104 volunteers, (collectively, "Indemnitees") from and against all claims, damages, injuries, losses, and 2105 costs, including demands, debts, liens, liabilities, causes of action, suits, legal or administrative 2106 proceedings, interest, fines, charges, penalties and expenses (including attorneys' and expert 2107 witness fees, expenditures for investigations, and administration) and costs or losses of any kind 2108 whatsoever paid, imposed upon, endured, or suffered by or assessed against Contractor or any of 2109 the Indemnitees resulting in any form from the City's establishing Rates for service under this 2110 Agreement or in connection with the application of California Constitution Articles XIIIC and 2111 Article XIIID to the imposition, payment, or collection of Rates and fees for services provided by June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2112 Contractor under this Agreement. Notwithstanding the foregoing, this indemnity shall not extend 2113 to any portion of the Rates that is not associated with Contractor's costs in providing service, such 2114 as governmental fees, Franchise Fees, or charges, nor shall it apply to any loss to the extent arising 2115 directly from the negligence of the Indemnitees. Nothing herein is intended to imply that 2116 California Constitution Articles XIIIC or XIIID apply to the setting of Rates for the services provided 2117 under this Agreement; rather, this Subsection is provided merely to allocate risk of loss between 2118 the Parties.
2119 8.4.2 Rate Adjustment Calculation
2120 A. Annual Consumer Price Index Adjustments to Service Component. Commencing on July 1, 2027, 2121 the service component associated with any of the Rates, as set forth in Exhibit D, shall be adjusted, 2122 and such Rates shall be adjusted annually thereafter on each subsequent July 1 during the Term 2123 ("Adjustment Date") by multiplying such service component by a percentage equal to the average 2124 annual change in the CPI for the twelve (12) month period ending on the December 31 2125 immediately prior to the applicable Adjustment Date. At least forty-five (45) calendar days prior 2126 to charging Customers any Rate increased due to an increase in the CPI, Contractor shall obtain 2127 the City Administrator's approval to do so. The City Administrator shall approve such a request, 2128 unless it is determined, based upon substantial evidence, that the requested adjustment to the 2129 Rate does not meet the requirements set forth herein. 2130 Notwithstanding anything to the contrary in this Subsection, the maximum annual adjustment 2131 occurring pursuant to this Subsection shall be limited by the following provision: The service 2132 component of the Rate may not be increased in any given year by more than seven percent (7.0%), 2133 without regard to any higher increase that may otherwise be justified by the formula set forth in 2134 this Subsection; any excess above seven percent (7.0%) shall not be rolled over or applied to 2135 subsequent Rate adjustments.
2136 B. Annual Adjustments to Landfill Disposal Component of Maximum Rates. It is the intention of 2137 the Parties that the Disposal component associated with any of the Rates, as set forth in Exhibit 2138 D, shall be adjusted not more than annually on each Adjustment Date, such that the Rates reflect 2139 each Customer's pro -rata share of any increase or decrease in the actual Disposal tipping fees 2140 incurred by Contractor for Disposal of Solid Waste Collected pursuant to this Agreement. To arrive 2141 at an appropriate adjustment formula to satisfy this intent, the Parties have agreed that the 2142 "Disposal Component Tonnage Basis," set forth in Exhibit D, is a fair estimate of the amount of 2143 Solid Waste generated and ultimately Disposed of by each applicable Customer and/or service 2144 type. The initial Rate associated with Disposal component for various services, set forth in Exhibit 2145 D, is the per -Ton tipping fee charged by the Orange County Landfill System (where, as of the 2146 Effective Date, all of the City's Solid Waste must be delivered for Disposal per the County 2147 Agreement). If, prior to any Adjustment Date, a change occurs in the Disposal tipping fees charged 2148 to Contractor by the Disposal Facility to which it delivers Solid Waste Collected hereunder, the 2149 Disposal component associated with any of the Rates, set forth in Exhibit D, shall be adjusted, as 2150 of the Adjustment Date, by similarly multiplying the Disposal Component Tonnage Basis for each 2151 applicable Customer and/or service type by the change in the per -Ton tipping fee. In the event an 2152 increase occurs in applicable Disposal Facility tipping fees at a time other than an annual 2153 Adjustment Date, Contractor shall be able to adjust the Rates applicable to the Disposal 2154 Component, pursuant to Subsection 8.4.3.
2155 C. Negative CPI Rate Adjustment Calculation. If the Rate adjustment calculation is calculated to be June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2156 less than zero percent (0%), the Rates shall be automatically adjusted on the Adjustment Date by 2157 multiplying such service component by a percentage equal to the change in the CPI for the twelve 2158 (12) month period ending on the December 31 immediately prior to the applicable Adjustment 2159 Date.
2160 8.4.3 Adjustments Due to Change in Law
2161 In addition to and separate from the adjustments set forth above, Contractor shall be entitled to an 2162 adjustment of the Service Rates as a result of a Change in Law. 2163 A. Governmental Fees and Charges. For a Change in Law that changes a governmental fee or charge 2164 levied on a per -Ton basis that affects Contractor's Disposition or Processing of Solid Waste, 2165 Recyclable Materials, or Organic Materials Collected pursuant to this Agreement that is not 2166 otherwise subject to another provision of this Agreement (e.g., Subsection 8.4.2.2 "Annual 2167 Adjustments to Landfill Disposal Component of Maximum Rates"), such fee and charges are fully 2168 recoverable in the Rates established in this Agreement. The City and Contractor shall meet and 2169 confer in good faith to determine the amount of the fee or charge to be included in the Rates. If 2170 the Parties agree on the amount of the Rate adjustment, Contractor may implement the agreed - 2171 upon adjustment in Contractor's next monthly billing cycle. If the Parties have not agreed on the 2172 amount of the Rate adjustment, Contractor shall have the right, at minimum, to the fee based 2173 upon the amount the City has determined is established by the Change in Law in the next billing 2174 cycle. Contractor shall have the right to challenge in court the propriety of a determination of the 2175 City pursuant to this Subsection.
2176 B. Change in Law Affecting Contractor's Agreement Obligations. For a Change in Law that affects 2177 Contractor's performance of services required pursuant to this Agreement, including any Applicable 2178 Law mandate, Contractor shall be entitled to an equitable adjustment of Rates as a result of the 2179 Change in Law. Upon Contractor providing written notice to the City that a Change in law has 2180 affected Contractor's performance of services, the City and Contractor shall meet and confer in 2181 good faith to determine the impacts of the Change in Law on Contractor's performance of services 2182 and costs associated with performance of the services to determine the amount of adjustment to 2183 be made to Rates. If the Parties agree on the amount of the Rate adjustment, Contractor shall 2184 provide written notice to the City at least thirty (30) calendar days prior to the adjusted Rate taking 2185 effect. If the Parties have not agreed on the amount of the Rate adjustment, Contractor shall have 2186 the right, at minimum, to increase the Rates based upon the amount the City has determined is 2187 established by the Change in Law, upon providing at least thirty (30) calendar days notice to the City 2188 of the date the adjusted Rate will take effect. Contractor shall have the right to challenge in court 2189 the propriety of a determination of the City pursuant to this Subsection. 2190 8.5 Special Rate Adjustments
2191 In an effort to reduce the initial Rate impact to ratepayers, Contractor shall receive the following 2192 compensation in Subsections 8.5.1 through 8.5.2, in addition to the adjustments calculated in Section 8.4. 2193 8.5.1 Residential Special Rate Adjustment
2194 Before the adjusted Residential service component is calculated in accordance with Section 8.4, the 2195 following phase-in amounts shall be added to the existing service component. 2196 A. July 1, 2027: One dollar and eighty-nine cents ($1.89).

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City of Placentia / Republic Waste Services Franchise Agreement 2197 B. July 1, 2028: One dollar and eighty-nine cents ($1.89). 2198 8.5.2 Commercial Organic Materials Special Rate Adjustment 2199 Before the adjusted Commercial Organic Materials Rate is calculated in accordance with Section 8.4, the 2200 following phase-in percentage shall be applied to the existing service component. 2201 A. July 1, 2027: Thirty-two and eighty-three hundredths percent (32.83%). 2202 8.6 Extraordinary Adjustments
2203 Contractor may request an adjustment to the Rates set forth in Exhibit D at reasonable times other than 2204 as set forth in Sections 8.3 and 8.4 for unusual changes in the cost of providing service under this 2205 Agreement. Unusual changes may include changes in service component costs, including changes in labor 2206 agreement requirements occurring during the Term. For each request for an adjustment to the Rates 2207 brought forth pursuant to this Section, Contractor shall prepare a schedule documenting the 2208 extraordinary costs. Such request shall be prepared in a form acceptable to the City with support for 2209 assumptions made by Contractor in preparing the estimate. The City shall review Contractor's request 2210 and, in the City's reasonable judgment, make the final determination as to whether an adjustment to the 2211 Rates will be made, and, if an adjustment is permitted, the appropriate amount of the Rate adjustment. 2212 The City may consider increases or decreases in Contractor's total revenues and total cost of services 2213 when reviewing an extraordinary Rate adjustment request. The City may hire a third -party consultant to 2214 advise the City as to the reasonableness of Contractor's proposal; Contractor shall reimburse the City for 2215 all actual and reasonable costs the City incurred by having a consultant conduct such review. 2216 8.7 Special Services
2217 Contractor may provide special pick-up procedures or services in addition to the services described herein 2218 for Customers who request or require such services at reasonable Rates established by Contractor. Such 2219 additional Rates are subject to approval by the City Administrator. Contractor shall notify the City 2220 Administrator of any such services prior to the time they are provided in order to allow the City an 2221 opportunity to conduct necessary inspections, review the proposed Rate, and impose appropriate 2222 regulations.
2223 8.8 Rate Adjustment Rounding
2224 The Rate adjustment methodology described in Section 8.4 and Exhibit E shall be consistently rounded to 2225 two decimal places. This means that calculation of all Rates and Rate components shall be rounded to the 2226 nearest cent. For example, three dollars and fifty-eight and two tenths cents ($3.582) rounds to three 2227 dollars and fifty-eight cents ($3.58). For the calculation of the percentage change in all indexes, the 2228 calculations shall be rounded to two decimal places. For example, one and eight hundred forty-five 2229 thousandths percent (1.845%) rounds to one and eighty-five hundredths percent (1.85%). The numbers 2230 zero (0), one (1), two (2), three (3), and four (4) in all calculations shall be rounded down. For example, 2231 one and four hundred forty-four thousandths (1.444) rounds to one and forty-four hundredths (1.44). The 2232 numbers five (5), six (6), seven (7), eight (8), and nine (9) in all calculations shall be rounded up. For 2233 example, two and five hundred eighty-five thousandths (2.585) rounds to two and fifty-nine hundredths 2234 (2.59).

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City of Placentia / Republic Waste Services Franchise Agreement 2235 ARTICLE 9.
2236 INDEMNITY, INSURANCE, AND PERFORMANCE
2237 BOND
2238 9.1 Indemnification
2239 A. General. Contractor shall protect, indemnify, defend with counsel acceptable to the City, and hold 2240 free and harmless (to the full extent permitted by law) the City and its officers, officials, 2241 employees, volunteers, and agents, at its sole expense, from and against any and all claims, 2242 liabilities, losses, injuries, damages, expenses, and costs (including, without limitation, costs and 2243 fees of litigation, including reasonable attorneys' and expert witness fees) of every nature arising 2244 out of or in connection with Contractor's performance, and the performance of any 2245 Subcontractor, or agent of Contractor, under this Agreement, or Contractor's failure to comply 2246 with any of its obligations contained in the Agreement, except to the extent such loss or damage 2247 was caused by the negligence or willful misconduct of the City. This Section shall survive the 2248 expiration or termination of this Agreement and shall not be construed as a waiver of the City's 2249 legal and/or equitable rights as defined herein and permitted under Applicable Law. 2250 B. Excluded Waste. Contractor acknowledges that it is responsible for compliance during the entire 2251 Term of this Agreement with all Applicable Laws. Contractor shall not negligently store, Transport, 2252 use, or Dispose of any Excluded Waste, except in strict compliance with all Applicable Laws. 2253 If Contractor negligently or willfully mishandles Excluded Waste in the course of carrying out its 2254 activities under this Agreement, Contractor shall, at its sole expense, promptly take all 2255 investigatory and/or remedial action reasonably required for the remediation of such 2256 environmental contamination. Prior to undertaking any investigatory or remedial action, 2257 however, Contractor shall first obtain the City's approval of any proposed investigatory or 2258 remedial action. Should Contractor fail at any time to promptly take such action, the City may 2259 undertake such action at Contractor's sole cost and expense, and Contractor shall reimburse City 2260 for all such expenses within thirty (30) calendar days of being billed for those expenses. Any 2261 amount not paid within that thirty (30) calendar day period shall thereafter be deemed delinquent 2262 and subject to the delinquent fee payment provision of Section 7.3. These obligations are in 2263 addition to any defense and indemnity obligations that Contractor may have under this 2264 Agreement.
2265 Notwithstanding the foregoing, Contractor's duties under this Subsection shall not extend to any 2266 claims arising from the Disposal of Solid Waste at the Designated Disposal Facility(ies), including, 2267 but not limited to, claims arising under CERCLA, unless such claim is a direct result of Contractor's 2268 negligence or willful misconduct.
2269 C. Environmental Indemnity. At Contractor's sole expense and with counsel acceptable to the City, 2270 Contractor shall protect, defend, indemnify, and hold free and harmless the City against and from 2271 any and all claims, suits, losses, penalties, damages, and liabilities for damages of every name, 2272 kind, and description, including attorneys' fees and costs incurred, attributable to the negligence 2273 or willful misconduct of Contractor in handling Excluded Waste. 2274 D. Electronic and Web -Based Information Indemnity. At Contractor's sole expense and with counsel 2275 acceptable to the City, Contractor shall protect, defend, indemnify, and hold free and harmless June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2276 the City against and from any and all related claims, including, but not limited to, suits, losses, 2277 penalties, damages, responsibilities for costs, regulatory fines, penalties, credit monitoring 2278 expenses, and liabilities for damages of every name, kind, and description, including attorneys' 2279 fees and costs incurred, attributable to the negligence or willful misconduct of Contractor and any 2280 Subcontractors used in performance of this Agreement in handling or protecting Customer 2281 information over which Contractor has control, including, but not limited to, billing details, 2282 electronic payment(s), and Customer account information that is not readily available to the 2283 general public. Contractor shall maintain electronic files and Contractor's website in accordance 2284 with the industry best practices for maintaining such information as safely and securely as 2285 possible. Nothing in this Subsection shall prevent or restrict Contractor's obligation and 2286 responsibility to provide City with information required under this Agreement. 2287 E. Related to AB 939, AB 341, and SB 1383. Contractor's duty to defend, indemnify, and hold free 2288 and harmless the City herein includes all fines and/or penalties imposed by CalRecycle to the 2289 maximum extent allowed by law (e.g., indemnity requirements within Public Resources Code 2290 40059.1).
2291 F. Related to Proposition 218. Should there be a Change in Law or a new judicial interpretation of 2292 Applicable Law, including, but not limited to, Article XIII C and D of the California Constitution 2293 (commonly, "Proposition 218"), that impacts the Rates for the Collection services established in 2294 accordance with this Agreement, Contractor agrees to meet and confer with City to discuss the 2295 impact of such Change in Law on either Party's ability to perform under this Agreement. 2296 If, at any time, a Rate adjustment determined to be appropriate by both City and Contractor to 2297 compensate Contractor for increases in costs, as described in this Agreement, cannot be 2298 implemented for any reason, Contractor shall be granted the option to negotiate with the City in 2299 good faith for a reduction of services equal to the value of the Rate adjustment that cannot be 2300 implemented. If the City and Contractor are unable to reach agreement about such reduction in 2301 services, Contractor may terminate this Agreement upon one hundred and eighty (180) calendar 2302 day's prior written notice to the City, in which case Contractor and the City shall each be entitled 2303 to payment of amounts due for contract performance through the date of termination, but 2304 otherwise will have no further obligation to one another, unless this Agreement specifically states 2305 otherwise, after the date of such termination. Should a court of competent jurisdiction determine 2306 that Contractor cannot charge and/or increase its Rates for charges related to Franchise Fees and 2307 governmental fees and charges, Contractor shall reduce the Rates it charges Customers a 2308 corresponding amount, providing said fees, reimbursements, Rates, and/or charges disallowed by 2309 the court are not related to the cost of providing service hereunder and had been incorporated in 2310 the Rates charged by Contractor to its Customers.
2311 Nothing herein is intended to imply that California Constitution Articles XIIIC or XIIID apply to the 2312 Rates established for services provided under this Agreement; rather, this Subsection is provided 2313 merely to allocate risk of an adverse judicial interpretation between the Parties. 2314 G. CaIPERS Eligibility Indemnification. Contractor's employees, agents, or Subcontractors providing 2315 service under this Agreement shall not: (i) qualify for any compensation and benefit under the 2316 California Public Employees Retirement System ("CaIPERS"); (ii) be entitled to any benefits under 2317 CaIPERS; (iii) enroll in CaIPERS as an employee of the City; (iv) receive any employer contributions 2318 paid by the City for CaIPERS benefits; or, (v) be entitled to any other CaIPERS-related benefit that June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2319 would accrue to a City employee. Contractor's employees, agents, or Subcontractors hereby 2320 waive any claims to benefits or compensation described in this Section. This Section applies to 2321 Contractor, notwithstanding any other agency, State, or Federal policy, rule, regulation, law, or 2322 ordinance to the contrary.
2323 If Contractor's employees, agents, or Subcontractors providing services under this Agreement 2324 claim, or are determined by a court of competent jurisdiction or CaIPERS to be eligible for 2325 enrollment in the City's CaIPERS, Contractor shall indemnify, defend, and hold harmless the City 2326 for the payment of any employer and employee contributions for CaIPERS benefits on behalf of 2327 the employee, as well as for payment of any penalties and interest on such contributions that 2328 would otherwise be the responsibility of the City. 2329 Contractor's Compensation under this Agreement shall be the full and complete compensation 2330 that Contractor and Contractor's officers, employees, agents, and Subcontractors are entitled for 2331 performance of any work under this Agreement. Neither Contractor nor Contractor's officers, 2332 employees, agents, and Subcontractors are entitled to any salary or wages, retirement, health, 2333 leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 2334 State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' 2335 compensation insurance on behalf of Contractor.
2336 Contractor agrees to defend, indemnify, and hold harmless the City for any obligation, claim, suit, 2337 or demand for tax, retirement contribution, including any contribution to CaIPERS, social security, 2338 salary or wages, overtime payment, or workers' compensation payment that the City may be 2339 required to make on behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any 2340 employee of Contractor construed to be an employee of the City for work performed under this 2341 Agreement.
2342 9.2 Insurance
2343 A. General Requirements. Contractor shall, at its sole cost and expense, maintain in effect at all times 2344 during the Term of this Agreement not less than the following coverage and limits of insurance:
2345 B. Coverages and Requirements. During the Term of this Agreement, Contractor shall at all times 2346 maintain, at its expense, the following coverages and requirements. All coverage available to 2347 Contractor, or Contractor's parent corporation as named insured, except Workers' Compensation, 2348 shall be made available to the City, its officers, agents, employees and volunteers as additional 2349 insured via blanket -form endorsement. Failure to maintain the identified insurance requirements 2350 during the entire Term of this Agreement shall constitute an event of default, subject to Section 2351 11.1.C. The comprehensive general liability insurance shall include broad form property damage 2352 insurance. If Contractor maintains higher limits than the specified minimum limits, the City requires 2353 and shall be entitled to coverage for the higher limits maintained by Contractor. 2354 1. Minimum Coverages. Insurance coverage shall be with limits not less than the following:
2355 Comprehensive General Liability — Ten million dollars ($10,000,000) combined 2356 single limit per occurrence and twenty million dollars ($20,000,000) general 2357 aggregate for bodily injury, personal injury, and property damage.

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City of Placentia / Republic Waste Services Franchise Agreement 2358 Automobile Liability — Ten million dollars ($10,000,000) combined single limit per 2359 accident for bodily injury and property damage (include coverage for hired and non - 2360 owned vehicles).
2361 Workers' Compensation — Statutory Limits/Employers' Liability — One million 2362 dollars ($1,000,000) per accident for bodily injury or disease. Contractor agrees to 2363 waive and obtain endorsements from its workers' compensation insurer waiving 2364 subrogation rights under its workers' compensation policy against the City, its 2365 officers, officials, agents, and employees for losses arising from work performed by 2366 Contractor for the City. Contractor agrees to require each of its Subcontractors, if 2367 any, to do likewise under their workers' compensation policies. 2368 Contractor's Pollution Liability — Ten million dollars ($10,000,000) per loss and 2369 policy aggregate applicable to bodily injury; property damage, including loss of use 2370 of damaged property or of property that has not been physically damaged or 2371 destroyed; cleanup costs, including first -party cleanup of the City's property and 2372 third -party cleanup, and bodily injury costs if pollutants impact other properties; and 2373 defense, including costs, fees and expenses incurred in the investigation, defense, or 2374 resolution of claims. Coverage shall include completed operations and shall apply to 2375 sudden and non -sudden pollution conditions. Coverage shall apply to acts, errors, or 2376 omissions arising out of, or in connection with, Contractor's scope of work under this 2377 Agreement. Coverage shall also apply to non -owned deposit sites ("NODS") that shall 2378 protect against, for example, claims regarding bodily injury, property damage, 2379 and/or cleanup costs involving NODS. Coverage is preferred by the City to be 2380 occurrence based. However, if provided on a claims -made basis, Contractor warrants 2381 that any retroactive date applicable to coverage under the policy precedes the 2382 Effective Date, and that continuous coverage shall be maintained, or an extended 2383 discovery period will be exercised through completion or termination of this 2384 Agreement for a minimum of five (5) years. This provision does not limit or alter any 2385 rights or remedies to the City allowable under this Agreement and/or Applicable Law 2386 in perpetuity.
2387 Professional Liability Errors and Omissions — Insurance appropriate to Contractor's 2388 profession and industry practice, with limits not less than two million dollars 2389 ($2,000,000) per occurrence and three million dollars ($3,000,000) policy aggregate. 2390 The retroactive date must be shown, and this date must be before the date of this 2391 provision was added to the contract. Insurance must be maintained and evidence of 2392 insurance must be provided for at least three (3) years after the termination of this 2393 Agreement. If coverage is canceled or non -renewed, and not replaced with another 2394 policy form with a retroactive date prior to the Effective Date, Contractor must 2395 purchase "extended reporting coverage" for a minimum of three (3) years after 2396 completion of contract work. A copy of the claims reporting requirements must be 2397 submitted to the City Administrator for review.
2398 2. Additional Insured. The City, its officers, officials, agents, employees, and volunteers shall 2399 be named as additional insured on all but the workers' compensation and professional 2400 liability coverages.
2401 3. Policy Maintenance. Said policies shall remain in force through the life of this Agreement 2402 and, with the exception of professional liability coverage, shall be payable on a "per June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2403 occurrence" basis, unless the City's risk manager specifically consents in writing to a 2404 "claims made" basis. For all "claims made" coverage, Contractor shall purchase "tail" 2405 coverage or otherwise provide for continuous coverage covering the Term of this 2406 Agreement and not less than three (3) years thereafter, except for the five (5) year tail of 2407 Contractor's Pollution Liability, as described above. 2408 4. Deductibles. The deductibles or self-insured retentions are for the account of Contractor 2409 and shall be the sole responsibility of Contractor. 2410 5. Endorsements. Each insurance policy, except Workers' Compensation, shall be endorsed 2411 to state that coverage shall not be canceled, non -renewed, or materially changed, except 2412 after thirty (30) calendar days' prior written notice has been given to the City 2413 Administrator via email to an email address provided by the City. Ten (10) Business Days 2414 notice is required for delinquent insurance premium payments. Should Contractor fail to 2415 immediately procure other insurance, as specified, to substitute for any cancelled policy 2416 or reduction in the required insurance limits, the City may procure such insurance at 2417 Contractor's sole cost and expense.
2418 6. Insurer Rating. Insurance must be placed with insurers with a current A.M. Best's rating 2419 of no less than A -VII, or with a surplus line carrier appearing on the List of Approved 2420 Surplus Line Insurers, with a Best's Key Rating Guide of at least A: VIII. 2421 7. Policy Coverage. The policies shall cover all activities of Contractor, its officers, 2422 employees, agents and volunteers arising out of or in connection with this Agreement. 2423 8. Primary Coverage. For any claims relating to this Agreement, Contractor's insurance 2424 coverage shall be primary, at least broad as ISO CG 20 01 04 13, as respects the City, its 2425 officers, officials, agents, employees, and volunteers. Any other insurance maintained by 2426 the City shall apply in excess of, and not contribute with, insurance provided by 2427 Contractor's liability insurance policy.
2428 9. Waiver of Subrogation. Contractor shall waive all rights of subrogation against City, its 2429 officers, officials, employees, agents, and volunteers for losses arising from work 2430 performed by Contractor for the City via blanket endorsement. Contractor shall require 2431 each of its Subcontractors, if any, to do likewise under their insurance policies. 2432 10. Defense Fees. Defense fees and costs shall not deplete the limits of any insurance 2433 provided under this Agreement.
2434 11. Subcontractors. Contractor shall require and verify that all Subcontractors maintain 2435 insurance meeting all the requirements stated herein, and Contractor shall ensure the 2436 City is an additional insured on insurance required from Subcontractors. 2437 C. Endorsements. Prior to the Effective Date, Contractor shall furnish City Administrator with 2438 certificates of insurance endorsements supplemented with applicable blanket form reflecting 2439 coverage required by this Agreement. The certificates and blanket form endorsements are to be 2440 signed by that insurer's authorized representative. All certificates and blanket form endorsements 2441 are to be received by, and are subject to the approval of, the City Risk Manager before work 2442 commences.

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City of Placentia / Republic Waste Services Franchise Agreement 2443 D. Renewals. During the Term of this Agreement, Contractor shall furnish City Administrator with 2444 renewal certificate(s) supplemented with applicable blanket -form endorsements reflecting 2445 changes in insurance companies, and, if applicable, any other documents reflecting the 2446 maintenance of the required coverage throughout the entire Term of this Agreement. The 2447 certificate(s) and blanket form endorsements are to be signed by that insurer's authorized 2448 representative.
2449 E. No Cap on Indemnity. The minimum amounts of coverage described in this Section will not 2450 constitute any limitations or cap on Contractor's indemnification obligations under this 2451 Agreement.
2452 F. Workers' Compensation. Contractor shall provide workers' compensation coverage as required 2453 by State law and shall comply with Section 3700 of the State Labor Code. 2454 9.3 Faithful Performance Bond or Irrevocable Letter of Credit 2455 A. Surety Mechanism. Contemporaneously with execution of this Agreement, as security for 2456 Contractor's faithful performance of all obligations of this Agreement, Contractor shall provide a 2457 surety mechanism ("Surety"), as more fully defined below, in the amount of one million dollars 2458 ($1,000,000.00). The Surety may be comprised of either a performance bond or an irrevocable 2459 letter of credit, or a combination of both. Any letter of credit utilized to satisfy some or all of the 2460 Surety requirement shall be drawn upon a financial institution with an office within one hundred 2461 (100) miles of the City in a form acceptable to the City Attorney. The performance bond, if any, 2462 shall be issued by a duly authorized corporate surety company authorized to do business in 2463 California in a form acceptable to the City Attorney. The cost of the Surety shall be the sole 2464 responsibility of Contractor. The Surety shall be released within thirty (30) calendar days after: (i) 2465 the expiration of the Term of this Agreement; and, (ii) Contractor's satisfactory performance of 2466 all obligations hereunder.
2467 B. Forfeiture of Surety. In the event Contractor shall, for any reason, become unable to, or fail in 2468 any way to, perform as required by this Agreement, the City may declare a portion or all of the 2469 Surety, as may be necessary to recompense and make whole the City, forfeited to the City. Upon 2470 partial or full forfeiture of the Surety, Contractor shall restore the Surety to its original amount 2471 within thirty (30) calendar days of the City's notice to do so. Failure to restore the Surety to its full 2472 amount within thirty (30) calendar days shall be a material breach of this Agreement. 2473 C. Utilization of Surety. Notwithstanding any provision hereof to the contrary, thirty (30) calendar 2474 days following the City providing Contractor with written notice of its failure to pay the City any 2475 amount owing under this Agreement, either the letter of credit or performance bond comprising 2476 the Surety may be utilized by the City for purposes including, but not limited to:
2477 1. Payment of sums due under the terms of this Agreement that Contractor has failed to 2478 timely pay to the City, including specifically, but not limited to, Liquidated Damages. 2479 2. Reimbursement of costs borne by the City to correct violations of this Agreement not 2480 corrected by Contractor.
2481 D. Letter of Credit. City may draw upon the entire letter of credit (if any) utilized to meet Contractor's 2482 obligations pertaining to the Surety, and convert it to a cash deposit, if Contractor fails to cause 2483 the letter of credit to be extended or replaced with another satisfactory letter of credit no later June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2484 than sixty (60) calendar days prior to its expiration. 2485 9.4 Performance Security Beyond Service Term
2486 Some Agreement requirements extend beyond the Term of this Agreement and will not be substantiated 2487 until after the final service date. Therefore, Contractor shall not terminate the Surety and will renew it to 2488 ensure continuous availability to the City, until Contractor receives a written release from the City. The 2489 City will provide such release when the City, in its reasonable judgment, is fully satisfied that all 2490 requirements have been met; provided, however, in no event may the City require that the Surety 2491 continue more than two (2) years after the termination of this Agreement. However, permission from the 2492 City to discontinue holding the Surety does not relieve Contractor of payments to the City that may be 2493 due or may become due.

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1090

City of Placentia / Republic Waste Services Franchise Agreement 2494 ARTICLE 10.
2495 CITY'S RIGHT TO PERFORM SERVICE
2496 10.1 General
2497 Subject to Section 11.7, events of force majeure, in the event that Contractor, fails, refuses, or is unable 2498 to Collect, Recycle, Process, Transport or Dispose of any or all Discarded Materials for a period of more 2499 than two (2) working days, and if, as a result thereof, Discarded Materials accumulate in the City to such 2500 an extent, in such a manner, or for such a time that such accumulation endangers or menaces the public 2501 health, safety, or welfare, as determined by the County Health Officer, then the City shall have the right, 2502 but not the obligation, upon twenty-four (24) hours' prior written notice to Contractor to perform, or 2503 cause to be performed, such services itself with its own or other personnel, without liability to Contractor.. 2504 10.2 Disaster Preparedness Plan
2505 Within twelve (12) months of the Effective Date, Contractor shall, with City assistance, prepare a written 2506 plan detailing how Discarded Materials services will be delivered in a time of emergency or natural 2507 disaster. For the plan, the City shall provide Contractor with a written list of critical facilities that the City 2508 deems in need of special consideration in a time of emergency because they are critical to the City's 2509 emergency response, of priority to the needs of the community, and/or represent a public health risk to 2510 the community. Contractor's written plan shall contain a protocol for contacting Contractor management 2511 in the event of an emergency, an overview of Contractor's resources available for emergency responses, 2512 a plan for Collection, Disposal, Transport, Processing, and Recycling of Discarded Materials generated by 2513 critical facilities, until the time of emergency passes. The plan shall also include a protocol for resuming 2514 normal operations following an emergency.
2515 In the event of a disaster, the City may grant Contractor a waiver of some or all Collection requirements 2516 under this Agreement and 14 CCR, Division 7, Chapter 12, Article 3 in the disaster -affected areas for the 2517 duration of the waiver. Any resulting changes in Collection requirements shall be addressed as a change 2518 in scope in accordance with Section 3.6.

June 16, 2026

1091

2519
City of Placentia / Republic Waste Services Franchise Agreement ARTICLE 11.
2520 DEFAULT AND REMEDIES
2521 11.1 Events of Default
2522 All provisions of the Agreement are considered material. Each of the following shall constitute an event 2523 of default.
2524 A. Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit upon the City 2525 or Customers.
2526 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 2527 upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding. 2528 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force the workers' 2529 compensation insurance coverage required by Section 9.2, or indemnification coverage as 2530 required by this Agreement.
2531 D. Violations of Regulation. Contractor violates any orders or filings of any regulatory body having 2532 authority over Contractor relative to this Agreement, and the City reasonably determines such 2533 violation is material. If Contractor contests any such orders or filings by appropriate proceedings 2534 conducted in good faith, and the regulatory body determines no violation occurred, no breach or 2535 default of this Agreement shall be deemed to have occurred. 2536 E. Violations of Applicable Law. Contractor violates Applicable Law relative to this Agreement, and 2537 the City reasonably determines such violation is material. 2538 F. Failure to Perform Direct Services. Subject to events of Force Majeure, Contractor ceases to 2539 provide Collection, Transportation, or Processing services, as required under this Agreement, for 2540 a period of two (2) consecutive calendar days or more, for any reason within Contractor's control. 2541 G. Failure to Pay or Report. Contractor fails to make any payments to the City required under this 2542 Agreement, including payment of City Fees or Liquidated Damages, and/or refuses to provide City 2543 with required information, reports, and/or records in a timely manner, as provided for in the 2544 Agreement.
2545 H. Acts or Omissions. Contractor performs any other act or omission that violates the terms, 2546 conditions, or requirements of this Agreement or Applicable Law and is not corrected or remedied 2547 within the time set in the written notice of the violation. Additionally, an event of default occurs 2548 if Contractor cannot reasonably correct or remedy the breach within the time set forth in a notice 2549 of violation, Contractor fails to commence to correct or remedy such violation within the time set 2550 forth in such notice, or Contractor fails to diligently effect such correction or remedy thereafter. 2551 I. False, Misleading, or Inaccurate Statements. Contractor makes any representation or disclosure 2552 to the City in connection with or as an inducement to entering into this Agreement, or any future 2553 amendment to this Agreement, that proves to be false or misleading in any material respect, as 2554 of the time such representation or disclosure is made, whether or not any such representation or 2555 disclosure appears as part of this Agreement. Additionally, a default occurs if any Contractor - June 16, 2026

1092

City of Placentia / Republic Waste Services Franchise Agreement 2556 provided report contains a misstatement, misrepresentation, data manipulation, or an omission 2557 of fact or content explicitly defined by the Agreement, excepting non -numerical typographical 2558 and grammatical errors.
2559 J. Seizure or Attachment. There is a lawful seizure of, attachment of, or levy on, some or all of 2560 Contractor's operating equipment, including, without limits, its equipment, maintenance or office 2561 facilities, and Approved Facility(ies), or any part thereof. 2562 K. Suspension or Termination of Service. Except due to Force Majeure, there is any termination or 2563 suspension of the transaction of business by Contractor related to this Agreement for more than 2564 seven (7) calendar days for Residential Customers and three (3) Working Days for Commercial 2565 Customers.
2566 L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of criminal 2567 activity related directly or indirectly to performance of this Agreement or any other agreement 2568 held with the City.
2569 M. Assignment without Approval. Contractor transfers or assigns this Agreement without the prior 2570 written approval of the City, unless the assignment is permitted without City approval pursuant 2571 to Section 13.6.
2572 N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a 2573 proposal for new services or changes to services or fails to implement a change in service as 2574 requested by the City, as specified in Section 3.6. 2575 O. Failure to Implement Collection Program. Contractor fails to implement a Collection program 2576 that complies with the requirements of Article 4 and Exhibit B, which results in a final judgment 2577 against City pursuant to an enforcement action brought by CalRecycle for failing to achieve SB 2578 1383 compliance, pursuant to CCR title 14 § 18997.5. 2579 P. Failure to Provide Processing Capacity. Contractor fails to provide adequate Processing capacity 2580 in accordance with Articles 4 and 5, which results in a final judgment against City pursuant to an 2581 enforcement action brought by CalRecycle for failing to achieve SB 1383 compliance, pursuant to 2582 CCR title 14 § 18997.5.
2583 Q. Failure to Achieve Processing Standards. Contractor fails to achieve the Processing standards 2584 specified in Articles 4 and 5, including achievement of minimum Organic Waste recovery rates, 2585 which results in a final judgment against City pursuant to an enforcement action brought by 2586 CalRecycle for failing to achieve SB 1383 compliance, pursuant to CCR title 14 § 18997.5. 2587 R. Failure to Comply with Other Requirements of SB 1383. Contractor fails to comply with other 2588 requirements of the Agreement, including, but not limited to, public education, reporting, 2589 contamination monitoring, record keeping and reporting, or other obligations of this Agreement 2590 that delegate the City's responsibility and/or authority under SB 1383 to Contractor, which results 2591 in a final judgment against City after exhaustion of all appeals pursuant to an enforcement action 2592 brought by CalRecycle for failing to achieve SB 1383 compliance, pursuant to CCR title 14 2593 §18997.5.

June 16, 2026

1093

City of Placentia / Republic Waste Services Franchise Agreement 2594 S. Failure to Dispose of Solid Waste at the Designated Disposal Facility(ies). Contractor fails to 2595 Dispose of all Solid Waste Collected within the City at the Designated Disposal Facility(ies), unless 2596 the Designated Disposal Facility(ies) is no longer required or in the event that the Designated 2597 Disposal Facility(ies) is not available.
2598 T. Failure to Perform Any Obligation. Contractor fails or refuses to perform any of its obligations 2599 hereunder after the City notifies Contractor that a specific failure or refusal has occurred which 2600 will, unless corrected, give City a right to terminate this Agreement in accordance with this 2601 Section, and Contractor does not correct such breach within twenty (20) calendar days of 2602 receiving the City's notice thereof; provided, however, if such breach is not capable of cure within 2603 twenty (20) calendar days, Contractor shall promptly provide City with written notice explaining 2604 why Contractor believes it needs additional time to effect a cure, including a schedule therefore. 2605 In such case, Contractor shall diligently proceed to cure the breach within such schedule, 2606 whereupon the City, in its reasonable discretion, may accept Contractor's schedule of cure, make 2607 a written demand that Contractor cure the default within an alternative time period set by the 2608 City, or terminate this Agreement at the end of the twenty (20) calendar day period. 2609 U. Missed Collections. Contractor fails to make at least ninety-seven percent (97%) of the gross 2610 number of scheduled Solid Waste Collections in any Rate Period where the Containers were 2611 properly and timely set out for Collection, excluding Collections missed for Force Majeure. A 2612 Container shall be deemed timely Collected if Contractor Collects said Container within twenty - 2613 four (24) hours (Sundays and Holidays excepted) of telephone or other notice thereof to 2614 Contractor of a missed pick-up, subject to exceptions in enforcement. 2615 V. Failure to Provide Performance Bond. Contractor fails to provide a performance bond or guaranty 2616 in accordance with Section 9.3 and Exhibit H, following notice and opportunity to cure procedures 2617 per Section 11.2.
2618 W. Failure to Provide Assurances of Performance. Contractor fails to timely provide assurance of 2619 performances in accordance with Sections 6.3 and 11.8. 2620 City shall provide Contractor with a written notice of default within seven (7) calendar days of the City's 2621 first knowledge of Contractor's default.
2622 11.2 Contractor's Right to Cure; Right to Terminate Upon Event of Default 2623 Contractor shall be given two (2) Business Days from written notification by the City Administrator to cure 2624 any default which, in the City Administrator's sole opinion, creates a potential public health and safety 2625 threat.
2626 Contractor shall be given two (2) Business Days from written notification by the City Administrator to cure 2627 any default arising under Subsections C, F, J, K, N, 0, P, Q, S, T, and W in Section 11.1. It is expressly 2628 understood that Contractor is not entitled to receive a notice of default, or to cure such default, with 2629 respect to those matters listed in Subsections A, B, 1, L, and M in Section 11.1. 2630 For any default under D, E, H, or R in Section 11.1, Contractor shall be given: (i) the same number of 2631 calendar days to cure the default that are established by the relevant regulatory entity; or, (ii) thirty (30) 2632 calendar days from written notification by the City Administrator to cure the default if the regulatory 2633 entity does not establish a cure period.

June 16, 2026

1094

City of Placentia / Republic Waste Services Franchise Agreement 2634 Contractor shall be given thirty (30) calendar days from written notification by the City Administrator to 2635 cure any other default that is not required to be cured within two (2) Business Days. Furthermore, if 2636 Contractor cannot reasonably cure a default within the applicable period described in this Section, except 2637 for defaults that create a potential public health and safety threat, and Contractor promptly commences 2638 the cure or remedy within the initial cure period and thereafter diligently pursues the cure or remedy to 2639 completion, Contractor shall not be in default of this Agreement. 2640 11.3 City's Remedies in the Event of Default
2641 Upon Contractor's default, the City has the following remedies:
2642 A. Waiver of Default. The City may waive any event of default or may waive Contractor's 2643 requirement to cure an event of default if the City determines that such waiver would be in the 2644 best interest of the City. The City's waiver of an event of default is not a waiver of future events 2645 of default that may have the same or similar conditions. 2646 B. Suspension of Contractor's Obligation. The City may suspend Contractor's performance of its 2647 obligations if Contractor fails to cure default in the time frame specified in Section 11.2 until such 2648 time Contractor can provide assurance of performance in accordance with Section 11.8. 2649 C. Liquidated Damages. The City may assess Liquidated Damages for Contractor's failure to meet 2650 specific performance standards, pursuant to Section 11.6. 2651 D. Termination. Subject to Contractor's right to cure as described in Section 11.2, the City 2652 Administrator may, in their sole discretion, set a public hearing for the City Council to determine 2653 whether to terminate this Agreement. Such termination hearing may be set if a default remains 2654 uncured thirty (30) calendar days after receipt of written notice of default from the City. Such 2655 termination hearing may also be set if a Contractor's default is not cured within two (2) calendar 2656 days and the default:
2657 1. Creates a potential public health and safety threat. 2658 2. Arises under Subsection C, F, J, K, N, 0, P, Q, S, T, and W of Section 11.1. 2659 If the City terminates this Agreement based on the adopted findings of the termination hearing, 2660 the City Administrator shall first provide written notice to Contractor thirty (30) calendar days 2661 before the date of termination. Contractor shall thereafter be relieved on a subsequent basis of 2662 all liabilities and obligations required by this Agreement, except for Section 9.1 and any other 2663 provisions specifically identified to survive termination of this Agreement. Upon expiration of the 2664 thirty (30) calendar day notice, the City may, in its sole discretion:
2665 1. Directly undertake performance of the services. 2666 2. Arrange with other Persons to perform the services with or without a written agreement. 2667 3. Permit Contractor to continue operating under this Agreement, including Contractor's 2668 Compensation, until such time that City is able to find substitute services. 2669 This right of termination is in addition to any other rights upon a failure of Contractor to perform 2670 its obligations under this Agreement. Contractor shall not be entitled to any further revenues from 2671 Collection operations authorized hereunder from and after the date of termination.

June 16, 2026

1095

City of Placentia / Republic Waste Services Franchise Agreement 2672 E. Other Available Remedies. The City's election of one (1) or more remedies described herein shall 2673 not limit the City from any and all other remedies at law and in equity, including injunctive relief, 2674 etc.
2675 11.4 Possession of Records Upon Termination
2676 In the event of termination for an event of default, Contractor shall furnish City Administrator with copies 2677 of or immediate access to all of its business records (except those which Contractor cannot legally provide 2678 to the City), including, without limitation, service information related to its Customers, Collection routes, 2679 and billing of accounts for Collection services.
2680 11.5 City's Remedies Cumulative; Specific Performance 2681 City's rights to terminate the Agreement under Section 11.2 and obtain Contractor's records under Section 2682 11.4 are not exclusive, and the City's termination of the Agreement and/or the imposition of Liquidated 2683 Damages shall not constitute an election of remedies. Instead, these rights shall be in addition to any and 2684 all other legal and equitable rights and remedies which City may have. 2685 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 2686 lead time required to effect alternative service; and, the rights granted by the City to Contractor, the 2687 remedy of damages for a breach hereof by Contractor is inadequate and the City shall be entitled to 2688 injunctive relief (including, but not limited to, specific performance). 2689 11.6 Performance Standards and Liquidated Damages
2690 A. General. The Parties find that, as of the time of the execution of this Agreement, it is impractical, 2691 if not impossible, to reasonably ascertain the extent of damages that shall be incurred by the City 2692 as a result of a breach by Contractor of its obligations under this Agreement. The factors relating 2693 to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 2694 substantial damage results to members of the public who are denied services or denied quality or 2695 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 2696 the benefits of the Agreement to individual members of the general public, for whose benefit this 2697 Agreement exists, in subjective ways and in varying degrees of intensity that are incapable of 2698 measurement in precise monetary terms; (iii) exclusive services might be available at substantially 2699 lower costs than alternative services and the monetary loss resulting from denial of services or 2700 denial of quality or reliable services is impossible to calculate in precise monetary terms; and, (iv) 2701 the termination of this Agreement for such breaches, and other remedies are, at best, a means of 2702 future correction and not remedies that make the public whole for past breaches. 2703 1. City may determine the occurrence of events giving rise to Liquidated Damages through 2704 the observation of its own employees or representatives or investigation of Customer 2705 Complaints. It is the desire of the Parties to work together to avoid the imposition of 2706 Liquidated Damages. Accordingly, the City shall endeavor to timely communicate to 2707 Contractor any information that it receives which might give rise the imposition of 2708 Liquidated Damages in order to facilitate Contractor's ability to correct any deficiency, or 2709 prevent the recurrence of any conduct, for which Liquidated Damages might eventually 2710 be imposed.
2711 2. Liquidated damages shall only be assessed after Contractor has been given the June 16, 2026

1096

City of Placentia / Republic Waste Services Franchise Agreement 2712 opportunity to rectify the breach in a timely manner, but failed, as described in this 2713 Agreement. However, Contractor shall not be provided the opportunity to rectify those 2714 breaches identified under Subsections 11.6.B.1.b, 11.6.B.1.c, 11.6.B.3.a, 11.6.B.3.b, and 2715 11.6.B.3.d because it would not be possible to rectify these breaches in a timely manner 2716 after the stated period for correction has passed. Furthermore, prior to assessing 2717 Liquidated Damages, the City shall give Contractor notice of its intention to do so. The 2718 notice will include a brief description of the incident(s) and/or non-performance. 2719 Contractor may review (and make copies at its own expense) all information in the 2720 possession of the City relating to incident(s) and/or non-performance. Contractor may, 2721 within ten (10) calendar days after receiving the notice, request a meeting with City. 2722 Contractor may present evidence in writing and through testimony of its employees and 2723 others relevant to the incident(s) and/or non-performance. The City shall provide 2724 Contractor with a written explanation of the City's determination on each incident(s) 2725 and/or non-performance prior to authorizing the assessment of Liquidated Damages. The 2726 decision of the City shall be final, subject to judicial review. 2727 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 2728 further acknowledge that consistent, reliable Collection services are of utmost importance to the 2729 City and that the City has considered and relied on Contractor's representations regarding its 2730 quality -of -service commitment in awarding the Agreement to it. The Parties recognize that some 2731 quantified standards of performance are necessary and appropriate to ensure consistent and 2732 reliable service and performance. The Parties further recognize that if Contractor fails to achieve 2733 the performance standards or fails to submit required documents in a timely manner, the City 2734 and its residents and businesses will suffer damages, and that it is, and will be, impractical and 2735 extremely difficult to ascertain and determine the exact amount of damages that the City will 2736 suffer. Therefore, without prejudice to the City's right to treat such non-performance as an event 2737 of default under this Section, and Contractor's right to cure outlined above, the Parties agree that 2738 the Liquidated Damages amounts established in this Section of this Agreement represent a 2739 reasonable estimate of the amount of such damages, considering all of the circumstances existing 2740 on the Effective Date of this Agreement, including the relationship of the sums to the range of 2741 harm to the City that reasonably could be anticipated and the anticipation that proof of actual 2742 damages would be costly or impractical.
2743 Contractor City
2744 Initial Here Initial Here
2745 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth 2746 below:
2747 1. Collection Reliability
2748 a) For each failure to commence service to a new Customer account within seven (7) 2749 calendar days after order: $100.00 per occurrence
2750
2751 b) For each failure to Collect Discarded Materials that have been properly set out for 2752 Collection: $100.00 per occurrence
2753
2754 c) For each failure to correct and Collect a missed service within the timeframe set forth in 2755 Section 4.8.2.B: $100.00 per occurrence;
June 16, 2026

1097

City of Placentia / Republic Waste Services Franchise Agreement 2756 For each additional twenty-four (24) hour period: $50.00 per occurrence 2757
2758 d) For each failure to Collect Residential Bulky Items properly scheduled for Collection within 2759 a seven (7) calendar day timeframe per Exhibit B1, Section 4: $100.00 per occurrence 2760
2761 e) For each failure to comply with the provisions in Subsection 11.7.1 (Contractor's Actions 2762 During a Work Stoppage): $1,000 per calendar day
2763
2764 f) For each failure to deliver a Container to a Temporary Service or Roll -off Box Customer 2765 account within the timeframes noted in Exhibit B3, Sections 5 and 6: $500.00 per 2766 occurrence
2767
2768 2. Collection Quality
2769
2770 a) For each failure to properly return empty Containers to avoid pedestrian or vehicular 2771 traffic impediments or to place Containers upright in excess of ten (10) Containers 2772 annually: $50.00 per Container
2773
2774 b) For each occurrence of excessive noise or discourteous behavior in excess of ten (10) 2775 occurrences annually: $100.00 per occurrence
2776
2777 c) For each occurrence of Collecting Discarded Materials during unauthorized hours in 2778 excess of ten (10) occurrences annually: $100.00 per occurrence 2779
2780 d) For each occurrence of damage to private property in excess of five (5) occurrences 2781 annually: $100.00 per occurrence
2782
2783 e) For each failure to clean up Discarded Materials spilled from Collection Containers within 2784 ninety (90) minutes in excess of ten (10) failures annually: $100.00 per occurrence 2785
2786 f) For each failure to clean up vehicle leaks or spills within the timeframe required by 2787 Subsection 5.5.E: $500 per occurrence
2788
2789 g) For each failure follow the cleanup procedures included in Subsection 5.5.E:
2790 $500 per square foot of affected area
2791
2792 3. Customer Responsiveness
2793
2794 a) For each failure to initially respond to a Customer Complaint within one (1) Working Day 2795 (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A), and for each 2796 additional calendar day in which the Complaint is not addressed, in excess of five (5) 2797 failures annually: $50.00 per day
2798
2799 b) For each failure to process Customer Complaints as required by Section 4.8 in excess of 2800 five (5) failures annually: $50.00 per occurrence
2801
2802 c) For each failure to record a response to a Customer Complaint or request within twenty - 2803 four (24) hours of resolution: $100.00 per occurrence June 16, 2026

1098

City of Placentia / Republic Waste Services Franchise Agreement 2804 For each additional twenty-four (24) hour period: $50.00 per occurrence 2805
2806 d) For each failure to respond to a written inquiry from the City Administrator regarding 2807 service requests or requests for information within two (2) Working Days (excluding 2808 Saturday, Sunday, and Holidays, as defined in Exhibit A), and for each additional calendar 2809 day in which the inquiry is not addressed, in excess of five (5) occurrences annually:
2810 $100 per occurrence
2811 e) For each failure to remove graffiti from Containers, or to replace Containers bearing 2812 graffiti with Containers bearing no graffiti, within twenty-four (24) hours (excluding 2813 Saturday, Sunday, and Holidays, as defined in Exhibit A) of request from the City or 2814 Customer: $ 50.00 per calendar day
2815 For each additional calendar day problem is not resolved: $25.00 per calendar day 2816
2817 f) For each failure to repair or replace a damaged or missing Container within two (2) 2818 Working Days (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A) of 2819 request from the City or Customer: $ 50.00 per calendar day 2820
2821 g) For each failure to process a claim for damages within thirty (30) calendar days from the 2822 date submitted to Contractor: $100.00 per occurrence 2823
2824 h) For each failure to issue a warning notice to a Container or materials not Collected due to 2825 improper set out in excess of ten (10) occurrences annually:
2826 $100.00 per calendar day per occurrence
2827
2828 i) For each failure to Collect Abandoned Waste within twenty-four (24) hours per Exhibit 2829 B4, Section 7, in excess of five (5) occurrences annually: $100.00 per occurrence 2830
2831 4. Failure to Submit Reports or Allow Access to Records 2832
2833 For each failure to submit any individual report or provide access to records in compliance 2834 with and in the timeframe specified in this Agreement. Incomplete and/or inaccurate reports 2835 shall be considered a failure to submit until such time as all information in the report has been 2836 provided in a complete and accurate form. In the event the City determines a report to be 2837 errant or incomplete after more than ten (10) Business Days of submittal by Contractor, 2838 Contractor shall be given ten (10) Business Days to complete and correct the report and any 2839 pending Liquidated Damages shall be tolled during that period. 2840
2841 a) Monthly Reports: $50 per calendar day
2842
2843 b) Quarterly Reports: $50 per calendar day
2844
2845 c) Annual Reports: $100 per calendar day
2846
2847 5. Accuracy of Billing
2848
2849 a) For each Customer invoice that is not prepared in accordance with the City's approved 2850 Rate schedule, in excess of ten (10) invoices annually:

June 16, 2026

1099

City of Placentia / Republic Waste Services Franchise Agreement 2851 $25 per invoice, not to exceed $2,500 per billing cycle 2852
2853 b) For each instance or invoice in which Contractor imposes a special service fee not in 2854 accordance with the approved Rate schedule, not approved in advance in writing by the 2855 City, or not requested by the service recipient, in excess of ten (10) occurrences annually:
2856 $50 per occurrence
2857
2858 c) For each failure to provide a Customer with a response, including an explanation and/or 2859 correction, to a billing Complaint within seven (7) Working Days from the Complaint:
2860 $100.00 per occurrence
2861 For each additional calendar day response not provided: $50.00 per calendar day 2862
2863 6. Public Education and Outreach
2864
2865 a) Failure to perform public education and outreach activities:
2866 1st violation - $50 per occurrence
2867 2nd violation - $100 per occurrence
2868 3rd and subsequent violations - $250 per occurrence 2869
2870 7. Cooperation with Service Provider Transition
2871
2872 a) For each day routing information requested by the City in accordance with Section 13.10 2873 is received after City -established due dates, both for preparation of a request for 2874 proposals and for new service provider's implementation of service:
2875 $500 per calendar day
2876
2877 b) For each day delivery of keys, access codes, remote controls, or other means of access to 2878 Discarded Materials Containers is delayed beyond one (1) day prior to new service 2879 provider servicing Customers with access issues, as described in Section 13.10:
2880 $1,000 per calendar day
2881
2882 c) For delay in providing Customer billing and Service Level information within thirty (30) 2883 days of City request in connection with a service provider transition:
2884 $10,000 per occurrence
2885 For each additional calendar day problem is not resolved: $1,000 per calendar day 2886
2887 8. SB 1383 Requirements
2888
2889 a) For each individual occurrence of delivering Discarded Materials to a facility other than 2890 an Approved Facility(ies) or Designated Disposal Facility for each Discarded Material type 2891 under this Agreement:
2892 1st violation - $50 per Ton per occurrence
2893 2nd violation - $100 per Ton per occurrence
2894 3rd and subsequent violations - $250 per Ton per occurrence 2895
2896 b) For each occurrence of failing to provide Customers with the three- (3 -)/three -plus (3+) 2897 Container system required by and compliant with SB 1383, excluding Generators and 2898 Customers granted waivers pursuant to this Agreement and who demonstrate June 16, 2026

1100

City of Placentia / Republic Waste Services Franchise Agreement 2899 compliance with Recycling and Organic Waste Self -Hauler requirements pursuant to 2900 Chapter 8.04.280 of the Municipal Code and 14 CCR Division 7, Chapter 12, Article 7. 2901 Minor, moderate, and major violations have the same meaning as defined in 14 CCR 2902 Section 18997.3. Damages are per Generator or Customer per occurrence:
2903 $100.00 per occurrence
2904
2905 c) For each failure to conduct contamination monitoring support in accordance with Section 2906 4.11 of this Agreement:
2907 1st violation - $50 per route per occurrence
2908 2nd violation - $100 per route per occurrence
2909 3rd and subsequent violations - $250 per route per occurrence 2910
2911 d) For each occurrence of Contractor's failure to comply with Container labeling and color 2912 requirements pursuant to SB 1383:
2913 1st violation - $50 per occurrence
2914 2nd violation - $100 per occurrence
2915 3rd and subsequent violations - $250 per occurrence 2916
2917 e) For each failure to conduct any: (i) compliance review; (ii) Discarded Materials evaluations 2918 pursuant to SB 1383; (iii) and/or other inspection required by this Agreement:
2919 1st violation - $50 per occurrence
2920 2nd violation - $100 per occurrence
2921 3rd and subsequent violations - $250 per occurrence 2922
2923 f) For each failure of Contractor Collection personnel to issue contamination notices and 2924 Contamination Processing Fee Notices and maintain documentation of issuance, as 2925 required by Section 4.11 of this Agreement:
2926 1st violation - $50 per route per day
2927 2nd violation - $100 per route per day
2928 3rd and subsequent violations - $250 per route per day 2929
2930 g) For each failure to conduct a follow-up inspection, as required by Subsection 4.8.3 of this 2931 Agreement:
2932 1st violation - $50 per occurrence
2933 2nd violation - $100 per occurrence
2934 3rd and subsequent violations - $250 per occurrence 2935
2936 h) Failure to maintain and/or provide access to information systems:
2937 $100 per day
2938
2939 9. General Contract Adherence
2940
2941 a) For each day that Contractor fails to provide services required under the Agreement, or 2942 comply with terms of the Agreement, five (5) Business Days after receipt of written 2943 notification from the City that such services are not being provided or terms are not being 2944 met: $100.00/day
2945
2946 C. Amount. The City may assess Liquidated Damages for each calendar day or event, as appropriate, June 16, 2026

1101

City of Placentia / Republic Waste Services Franchise Agreement 2947 that Contractor is determined to be liable in accordance with this Agreement. 2948 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by the City within 2949 thirty (30) calendar days of notice of assessment. If they are not paid within the thirty (30) day 2950 period, the City may proceed against the performance bond required by the Agreement, or find 2951 Contractor in default pursuant to Section 11.1 and terminate this Agreement pursuant to Section 2952 11.2, or both.
2953 11.7 Excuse from Performance
2954 Force Majeure. A Party shall not be in default (nor required to pay Liquidated Damages) to the extent its 2955 ability to comply with this Agreement is temporarily interrupted or discontinued due to Force Majeure. 2956 The Party claiming excuse from performance due to Force Majeure shall, within two (2) calendar days 2957 after such Party has notice of such cause, give the other Party notice of the facts constituting such cause 2958 and asserting its claim to excuse under this Section. 2959 If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 2960 each other for any damages sustained thereby.
2961 The partial or complete interruption or discontinuance of Contractor's services caused by one (1) or more 2962 of the events described in this Section shall not constitute a default by Contractor under this Agreement. 2963 11.7.1 Contractor's Actions During a Work Stoppage 2964 Notwithstanding other remedies to which City shall be entitled under this Agreement, in the event of 2965 Contractor's failure to perform, or anticipated failure to perform, due to labor unrest, Contractor shall:
2966 a. Notify the City Administrator in writing sixty (60) calendar days prior to the expiration of 2967 Contractor's drivers' labor agreement.
2968 b. Provide a written contingency plan to the City within thirty (30) calendar days prior to the expiration 2969 of the labor agreement demonstrating how services will be provided during the period of labor 2970 unrest. The contingency plan is subject to City approval, and Contractor shall amend the plan as 2971 may reasonably be required to meet City requirements, including reasonably demonstrating how 2972 the City's basic Collection and sanitary needs will be met to the City's satisfaction. Plan shall address, 2973 at a minimum, the priority of Collection by Customer Type (residents, hospitals, restaurants, nursing 2974 homes, etc.) and Discarded Materials streams, additional Collection options to be provided at drop - 2975 off sites, etc.), source of additional personnel to be utilized, and detailed communications 2976 procedures to be used.
2977 c. Meet the requirements agreed to in the contingency plan, as noted in Subsection 11.7.1.b. 2978 d. Notify the City in writing within twenty-four (24) hours of notice with an objective basis that it is 2979 more probable than not that a work stoppage may occur. 2980 e. In the event service is disrupted due to a labor dispute, place a minimum of five (5) forty- (40-) yard 2981 Roll -Off Boxes or other Containers of equivalent capacity at locations designated by the City 2982 Administrator, or their designees, to serve as Collection points for the Customers. Such Roll -Off June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 2983 Boxes and Containers shall be placed within two (2) calendar days of said service interruption. 2984 Containers shall be monitored by Contractor on a daily basis, and Collected by Contractor for no 2985 additional charge. Containers shall be removed and replaced within twenty-four (24) hours of being 2986 at least eighty percent (80%) full.
2987 11.7.2 Labor Unrest Directed at Customer
2988 Labor unrest or job actions directed at a Customer over whom Contractor has no control may occur due 2989 to the unwillingness or failure of the Customer to: (i) provide reasonable assurance of the safety of 2990 Contractor's employees while providing such services at the Customer's Premises; or, (ii) provide access 2991 and make reasonable accommodations with respect to Container placement and point of delivery, time 2992 of Collection, or other operating circumstances to minimize any confrontation with pickets or the number 2993 of Persons necessary to make Collections. In such case, the inability of Contractor to provide Collection 2994 services in accordance with this Agreement, shall, to that limited extent, excuse performance. The 2995 foregoing excuse shall be conditioned on Contractor's lawful and commercially reasonable cooperation in 2996 performing Collection services at different times
2997 11.8 Right to Demand Assurances of Performance
2998 The Parties acknowledge that it is of the utmost importance to the City, and the health and safety of all 2999 those members of the public residing or doing business within the City who will be adversely affected by 3000 interrupted waste management service, that there be no material interruption in services provided under 3001 this Agreement.
3002 If Contractor appears in the reasonable judgment of the City to be unable to regularly pay its bills as they 3003 become due or is the subject of a civil or criminal judgment or order entered by a Federal or State court 3004 of competent jurisdiction, or regional or local agency, for violation of an Applicable Law, and the City 3005 reasonably believes that Contractor's ability to perform under the Agreement has thereby been placed in 3006 substantial jeopardy, the City may, at its sole option and in addition to all other remedies it may have, 3007 demand from Contractor reasonable assurances of timely and proper performance of this Agreement. 3008 Such assurances shall be in such form and substance as the City reasonably believes necessary in the 3009 circumstances to evidence continued ability to perform under the Agreement. If Contractor fails or refuses 3010 to provide satisfactory assurances of timely and proper performance, in the form required by the City, 3011 within a deadline reasonably established by the City, such failure or refusal shall be an event of default 3012 pursuant to Section 11.1.
3013 11.9 Dispute Resolution
3014 In the event of dispute between the City Administrator and Contractor regarding the interpretation of or 3015 the performance of services under this Agreement that results in a material impact to Contractor's 3016 revenue and/or cost of operations, the provisions of this Section shall apply. 3017 A. Meet and Confer. In the event of such dispute, the City and Contractor agree that they promptly 3018 will meet and confer to attempt to resolve the matter between themselves. 3019 B. Mediation. If such dispute cannot be resolved satisfactorily between the Parties in accordance 3020 with Subsection 11.9.A, the City and Contractor agree that such dispute shall be submitted to 3021 mandatory, non-binding mediation by a mutually agreed-upon independent third party.

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City of Placentia / Republic Waste Services Franchise Agreement 3022 C. Period of Time. Insofar as allowed by Applicable Law, the period otherwise applicable for filing 3023 claims against the City under Applicable Law shall be tolled during the period of time for which 3024 meet and confer or mediation procedures are pending, in accordance with Subsections 11.9.A 3025 and 11.9.B.
3026 D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 3027 pursuant to Subsections 11.9.A, 11.9.B, and 11.9.0 have failed and any necessary claim(s) have 3028 been denied.
3029
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City of Placentia / Republic Waste Services Franchise Agreement 3030 ARTICLE 12.
3031 REPRESENTATIONS AND WARRANTIES OF
3032 THE PARTIES
3033 The Parties, by acceptance of this Agreement, represent and warrant the conditions presented in this 3034 Article 12.
3035 12.1 Contractor's Status
3036 Contractor, or parent company, is a limited liability company duly organized, validly existing and in good 3037 standing under the laws of the State of Delaware. It is qualified to transact business in the State and has 3038 the power to own its properties and to carry on its business, as now owned and operated and as required 3039 by this Agreement.
3040 12.2 Contractor's Authorization
3041 Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. 3042 The Board of Directors of Contractor (or the sole members, if necessary) has taken all actions required by 3043 law, its articles of organization, its operating agreement, or otherwise, to authorize the execution of this 3044 Agreement. The Person signing this Agreement on behalf of Contractor represents and warrants that they 3045 have authority to do so. This Agreement constitutes the legal, valid, and binding obligation of Contractor. 3046 12.3 Agreement Will Not Cause Breach
3047 To the best of Contractor's and the City's knowledge, after reasonable investigation, the execution or 3048 delivery of this Agreement or the performance by either Party of their obligations hereunder does not 3049 conflict with, violate, or result in a breach of: (i) any Applicable Law; or, (ii) any term or condition of any 3050 judgment, order, or decree of any court, agency, or other governmental authority, or any agreement or 3051 instrument to which Contractor or the City is a Party or by which Contractor or any of its properties or 3052 assets are bound. If those statements are not true, it constitutes a default hereunder. 3053 12.4 No Litigation
3054 To the best of Contractor's and the City's knowledge, after reasonable investigation, there is no action, 3055 suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 3056 commission, board, agency, or instrumentality decided, pending, or threatened against either Party 3057 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, that would:
3058 A. Materially adversely affect the performance by either Party of its obligations hereunder. 3059 B. Adversely affect the validity or enforceability of this Agreement. 3060 C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 3061 guaranteeing Contractor's performance under this Agreement. 3062 12.5 No Adverse Judicial Decisions
3063 To the best of Contractor's and the City's knowledge, after reasonable investigation, there is no judicial June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 3064 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 3065 12.6 No Legal Prohibition
3066 To the best of each Party's knowledge, after reasonable investigation, there is no Applicable Law in effect 3067 on the date that each Party signed this Agreement that would prohibit the performance of either their 3068 obligations under this Agreement or the transactions contemplated hereby. 3069 12.7 Contractor's Ability to Perform
3070 Contractor possesses the business, professional, and technical expertise to perform all services, 3071 obligations, and duties as described in and required by this Agreement, including all Exhibits thereto. 3072 Contractor possesses the ability to secure equipment, facility, and employee resources required to 3073 perform its obligations under this Agreement.

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City of Placentia / Republic Waste Services Franchise Agreement 3074 ARTICLE 13.
3075 OTHER AGREEMENTS OF THE PARTIES
3076 13.1 Relationship of Parties
3077 The Parties intend that Contractor shall perform the services required by this Agreement as an 3078 independent Contractor engaged by the City and not as an officer nor employee of the City, nor as a 3079 partner or agent of, or joint venture with, the City. No employee or agent of Contractor shall be, or shall 3080 be deemed to be, an employee or agent of the City. Contractor shall have the exclusive control over the 3081 manner and means of performing services under this Agreement, except as expressly provided herein. 3082 Contractor shall be solely responsible for the acts and omissions of its officers, employees, Subcontractors, 3083 and agents. Neither Contractor nor its officers, employees, Subcontractors, or agents shall obtain any 3084 rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to the 3085 City employees by virtue of their employment with City. 3086 13.2 Compliance with Law
3087 Contractor shall, at all times, at its sole cost, comply with all Applicable Laws, permits, and licenses of the 3088 United States, State, County, and the City and with all applicable regulations promulgated by Federal, 3089 State, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, 3090 issued, or amended during the Term.
3091 13.3 Governing Law
3092 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 3093 State.
3094 13.4 Jurisdiction
3095 Any lawsuits, at law or in equity, between the Parties arising out of this Agreement shall be filed in a court 3096 of competent jurisdiction in the County. With respect to venue, the Parties agree that this Agreement is 3097 made in and will be performed in the County. The Parties waive all provisions of law providing for a change 3098 of venue in these proceedings to any other county. 3099 13.5 Binding on Successors
3100 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 3101 permitted assigns of the Parties.
3102 13.6 Assignment
3103 Except as may be provided for in Article 10, neither Party shall assign its rights, nor delegate, subcontract, 3104 or otherwise transfer its obligations under this Agreement to any other Person without the prior written 3105 consent of the other Party. Any such assignment made without the consent of the other Party shall be 3106 void and the attempted assignment shall constitute a material breach of this Agreement. 3107 For purposes of this Section, when used in reference to Contractor, "Assignment" shall include, but not 3108 be limited to: (i) a sale, exchange, or other transfer of substantially all of Contractor's assets dedicated to June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 3109 service under this Agreement to a third party; (ii) a sale, exchange, or other transfer of outstanding 3110 common stock of Contractor to a third party, provided said sale, exchange, or transfer may result in a 3111 change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re - 3112 capitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, 3113 liquidation, or other transaction that results in a change of ownership or control of Contractor; (iv) any 3114 assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of 3115 creditors, writ of attachment for an execution being levied against this Agreement, appointment of a 3116 receiver taking possession of Contractor's property, or transfer occurring in the event of a probate 3117 proceeding; and, (v) any combination of the foregoing (whether or not in related or contemporaneous 3118 transactions) that has the effect of any such transfer or change of ownership, or change of control of 3119 Contractor.
3120 Contractor acknowledges that this Agreement involved rendering a vital service to the City's residents and 3121 businesses, and that City has selected Contractor to perform the services specified herein based on: (i) 3122 Contractor's experience, skill, and reputation for conducting its Discarded Materials management 3123 operations in a safe, effective, and responsible fashion, at all times keeping with applicable environmental 3124 laws, regulations, and best Discarded Materials management practices; and, (ii) Contractor's financial 3125 resources to maintain the required equipment and support its indemnity obligations to the City under this 3126 Agreement. The City has relied on each of these factors, among others, in choosing Contractor to perform 3127 the services to be rendered by Contractor under this Agreement. 3128 If Contractor requests the City's consideration of and consent to an Assignment, the City may deny such 3129 request, unless the City's action would be unreasonable. Contractor's request for consent to an 3130 Assignment must meet the following requirements:
3131 A. Contractor shall pay the City its reasonable expenses for attorney's fees and investigation costs 3132 necessary to investigate the suitability of any proposed assignee and review and finalize any 3133 documentation required as a condition for approving any such Assignment. 3134 B. In addition to the reimbursement of the City expenses set forth above in Subsection 13.6.A, 3135 Contractor shall pay the City a one-time transfer fee in the amount of three hundred thousand 3136 dollars ($300,000) within sixty (60) calendar days of the City's approval of consent to Assignment 3137 of the Agreement.
3138 C. Contractor shall furnish the City with audited financial statements of the proposed assignee's 3139 operations for the immediately preceding three (3) operating years. 3140 D. Contractor shall furnish the City with a proforma financial statement (income statement and 3141 balance sheet) for the proposed assignee with the projected results of operations, assuming that 3142 the Assignment is completed. Such proforma financial statement shall reflect any debt to be 3143 incurred by the assignee as part of the acquisition of Contractor's operations. 3144 E. Contractor shall furnish the City with satisfactory proof that: (i) the proposed assignee has at least 3145 ten (10) years of Discarded Materials management experience on a scale equal to or exceeding 3146 the scale of operations conducted by Contractor under this Agreement; (ii) in the last five (5) 3147 years, the proposed assignee has not suffered any significant citations or other censure from any 3148 Federal, State, or local agency having jurisdiction over its Discarded Materials management 3149 operations due to any significant failure to comply with State, Federal, or local environmental 3150 laws, and that the assignee has provided the City with a complete list of such citations and June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 3151 censures; (iii) the proposed assignee has at all times conducted its operations in an 3152 environmentally safe and conscientious fashion; (iv) the proposed assignee conducts its Discarded 3153 Materials management practices in accordance with sound Discarded Materials management 3154 practices in full compliance with all Federal, State, and local laws regulating the Collection and 3155 Disposal of Discarded Materials, including Hazardous Substances and Hazardous Waste; and, (v) 3156 Contractor has submitted any other information required by the City to ensure the proposed 3157 assignee can fulfill the terms of this Agreement in a timely, safe, and effective manner. 3158 Under no circumstances shall the City be obliged to consider any proposed Assignment by the City if 3159 Contractor is in default at any time during the period of consideration. 3160 13.7 No Third -Party Beneficiaries
3161 This Agreement is not intended to, and will not be construed to, create any right on the part of any third 3162 party to bring an action to enforce any of its terms. 3163 13.8 Waiver
3164 The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 3165 deemed to be a waiver of any breach or violation of any other provision, nor of any subsequent breach of 3166 violation of the same or any other provision. The subsequent acceptance by either Party of any monies 3167 that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 3168 or violation by the other Party of any provision of this Agreement. 3169 13.9 Affiliated Companies
3170 Contractor's accounting records, with respect to this Agreement, shall be maintained to show the results 3171 of Contractor's operations under this Agreement separately from operations in other locations, as if 3172 Contractor were an independent entity providing service only to the City. 3173 If Contractor enters into any financial transactions with a Related -Party Entity for the provision of labor, 3174 equipment, supplies, services, capital, etc., related to the furnishing of service under this Agreement, 3175 Contractor shall disclose that relationship to the City. In such event, the City's rights to inspect records 3176 and obtain financial data shall extend to such Related -Party Entity or entities. 3177 13.10 Transition to Next Contractor
3178 Prior to and at the end of the Term of this Agreement, or in the event this Agreement is terminated for 3179 cause prior to the end of the Term, Contractor shall cooperate fully with City and any incoming service 3180 provider that the City designates to assure a smooth transition of Discarded Materials handling services. 3181 Contractor's cooperation shall include, but not be limited to, providing both the City and the incoming 3182 service provider with route lists, billing information, lists of gate or other access codes and information 3183 needed for entry to service areas, Container placement areas by address, levels of service, including any 3184 special needs or services required by each location, and other operating records needed to service all 3185 Premises covered by this Agreement. In recognition of Customer's difficulty or inability to store two (2) 3186 sets of Containers, Contractor shall remove its Containers in coordination with the distribution of 3187 Containers by the incoming service provider. Contractor shall cooperate with the City and incoming 3188 service provider in agreeing to the timing of Container removal; if Parties cannot agree on a phase-out 3189 schedule and Contractor does not remove Containers in a timely manner, which results in Customers June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 3190 storing two (2) sets of Containers, the City, incoming service provider, or another entity may remove 3191 Contractor's Containers and seek cost reimbursement from Contractor through its performance bond, 3192 letter of credit, or other means. The failure to cooperate with City following termination shall be 3193 conclusively presumed to be grounds for specific performance of this covenant and/or other equitable 3194 relief necessary to enforce this covenant.
3195 Contractor shall, to the maximum extent feasible, provide an incoming service provider with all keys, 3196 security codes, and remote controls used to access garages and Bin enclosures. Contractor shall be 3197 responsible for coordinating Transfer immediately after Contractor's final pick-ups, so as not to disrupt 3198 service. Contractor shall provide City with detailed route sheets containing service names and addresses, 3199 billing names and addresses, monthly Rate and Service Levels (quantity, material type, size of Containers, 3200 and pick-up days) at least ninety (90) calendar days prior to the transition date. Contractor shall provide 3201 an updated list two (2) weeks before the transition and a final list of changes the day before the transition. 3202 Contractor shall provide means of access to the new service provider at least one (1) full calendar day 3203 (excluding Saturday, Sunday, and Holidays, as defined in Exhibit A) prior to the first day of Collection the 3204 incoming service provider, and always within sufficient time so as not to impede in any way the new 3205 service provider from easily servicing all Containers. 3206 Contractor shall also provide documentation of any Customer declining request to provide keys, security 3207 codes, and/or remote controls used to access garages and Container enclosures. 3208 13.11 Contractor's Investigation
3209 Contractor has made an independent investigation (satisfactory to it) of the conditions and circumstances 3210 surrounding the Agreement and the work to be performed by it. 3211 13.12 Notice Procedures
3212 All notices, demands, requests, proposals, approvals, consents, and other communications that this 3213 Agreement requires, authorizes, or contemplates, shall be in writing and shall either be personally 3214 delivered to a representative of the Parties at the address below or deposited in the United States mail, 3215 first class postage prepaid, addressed as follows:
3216 If to the City:
3217 City of Placentia
3218 Attn: City Administrator
3219 401 East Chapman Avenue
3220 Placentia, California 92870
3221
3222 If to Contractor:
3223 General Manager
3224 Republic Waste Services of Southern California, LLC 3225 1131 N. Blue Gum Street
3226 Anaheim, California 92806
3227
3228 The address to which communications may be delivered may be changed from time to time by a notice 3229 given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered June 16, 2026

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City of Placentia / Republic Waste Services Franchise Agreement 3230 or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 3231 provide email notification to the other Party that the notice has been deposited in the mail, but such email 3232 notification shall not constitute official notice. 3233 13.13 Representatives of the Parties
3234 References in this Agreement to the "City" shall mean the City's elected body and all actions to be taken 3235 by the City, except as otherwise provided in this Section. Each reference to an act performed by, or 3236 obligation of, the City Administrator in this Agreement is itself a delegation of authority from the City. The 3237 City may delegate, in writing, further authority to the City Administrator and/or to other City officials and 3238 may permit such officials, in turn, to delegate in writing some or all of such authority to subordinate 3239 officers. Contractor may rely upon actions taken by such delegates if they are within the scope of the 3240 authority properly delegated to them.
3241 Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the 3242 representative of Contractor in all matters related to the Agreement and shall inform the City in writing 3243 of such designation and of any limitations upon his or her authority to bind Contractor. The City may rely 3244 upon action taken by such designated representative as actions of Contractor, unless they are outside the 3245 scope of the authority delegated to them by Contractor, as communicated to the City. 3246 13.14 Compliance with Municipal Code
3247 Contractor shall comply with those provisions of the Municipal Code that are applicable, and with any and 3248 all amendments to such applicable provisions, during the Term of this Agreement. In the event of a conflict 3249 between the provisions of this Agreement and the Municipal Code, the Parties shall meet and confer to 3250 resolve the conflict. The provisions of the Agreement shall take precedence over later enacted changes to 3251 the Municipal Code that would alter or prevent the performance required pursuant to this Agreement. 3252 13.15 Cooperation Following Termination
3253 At the end of the Term of this Agreement or in the event this Agreement is terminated prior to the end of 3254 the Term of this Agreement, Contractor shall cooperate fully with City and any subsequent contractor to 3255 assure a smooth transition of Discarded Materials management services, per Section 13.10. Contractor's 3256 cooperation shall include, but not be limited to, providing operating records needed to service all 3257 properties covered by this Agreement. The failure to cooperate with City following termination shall be 3258 conclusively presumed to be grounds for specific performance of this covenant and/or other equitable 3259 relief necessary to enforce this covenant.
3260 13.16 Compliance with Immigration Laws
3261 Contractor shall be knowledgeable of and comply with all local, State, and Federal laws that may apply to 3262 the performance of this Agreement. Contractor warrants and represents that all of its employees, 3263 including any and all prospective employees, hired to perform services for the City under this Agreement, 3264 and the employees of any Subcontractor retained by Contractor to perform a portion of the services under 3265 this Agreement, are and will be authorized to perform the services contemplated by this Agreement in 3266 full compliance with all applicable State and Federal laws, rules, and regulations, including, but not limited 3267 to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Title 8 of the United States 3268 Code) and the Immigration Nationality and the Immigration Reform and Control Act of 1986 (commencing 3269 with Section 1324a of Title 8 of the United States Code), as amended. Contractor agrees to verify the legal June 16, 2026

City of Placentia / Republic Waste Services Franchise Agreement 3270 status of all of its employees and provide confirmation of such verification whenever requested by the 3271 City. If Contractor discovers that any employee it has retained is not in compliance with immigration laws, 3272 Contractor agrees that such employee may not provide services under this Agreement. 3273 13.17 Guarantee of Contractor's Performance
3274 Pursuant to a guarantee in substantially the form attached as Exhibit G, Republic Services, Inc., a Delaware 3275 corporation, that is the sole member of Contractor, has agreed to guarantee Contractor's performance of 3276 this Agreement. The Guarantee shall be provided no later than ten (10) calendar days subsequent to the 3277 execution of this Agreement.

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City of Placentia / Republic Waste Services Franchise Agreement 3278 ARTICLE 14.
3279 MISCELLANEOUS AGREEMENTS
3280 14.1 Entire Agreement
3281 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 3282 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 3283 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 3284 construed against any Party on the basis of drafting. This Agreement may be amended only by an 3285 agreement in writing, signed by each of the Parties hereto. 3286 14.2 Section Headings
3287 The Article headings and Section headings in this Agreement are for convenience of reference only and 3288 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 3289 provisions.
3290 14.3 References to Laws
3291 All references in this Agreement to laws and regulations shall be understood to include such laws as they 3292 may be subsequently amended or recodified, unless otherwise specifically provided herein. 3293 14.4 Interpretation
3294 This Agreement, including the Exhibits attached hereto, shall be interpreted and construed reasonably 3295 and neither for nor against either Party, regardless of the degree to which either Party participated in its 3296 drafting.
3297 14.5 Amendments
3298 This Agreement may not be modified or amended in any respect, except in writing signed by the Parties. 3299 14.6 Severability
3300 If any non -material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 3301 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 3302 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 3303 herein
3304 14.7 Counterparts
3305 This Agreement may be executed in counterparts, each of which shall be considered an original. 3306 14.8 Exhibits
3307 Each of the Exhibits identified as Exhibit "A" through "N" is attached hereto and incorporated herein and 3308 made a part hereof by this reference. In the event of a conflict between the terms of this Agreement and 3309 the terms of an Exhibit, the terms of this Agreement shall control.

June 16, 2026