Agenda packet — San Marino City Council, May 21, 2025 (part 1 of 5)

AGENDA – MAY 21, 2025

CITY OF SAN MARINO

CITY COUNCIL AGENDA
Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
Philippe Eskandar, City Manager
www.SanMarinoCA.gov
(626) 300-0700 Phone
City Hall Council Chamber
2200 Huntington Drive
San Marino, CA 91108

SPECIAL MEETING OF THE

SAN MARINO CITY COUNCIL
WEDNESDAY, MAY 21, 2025 AT 7:00 PM

CITY HALL COUNCIL CHAMBERS
2200 HUNTINGTON DRIVE
SAN MARINO, CA 91108
The City of San Marino appreciates your attendance. Citizens’ interest provides the Council with valuable information regarding issues of the community.

Regular meetings are held on the 2nd Wednesday of every month at 6:00 p.m. Typically, adjourned meetings are held on the last Friday of every month at 8:30 a.m.

In compliance with the Americans with Disabilities Act, any person with a disability who requires a reasonable modification or accommodation in order to participate in a meeting should contact the City Clerk via email at [email protected] or by phone at (626) 300-0705 prior to the meeting for assistance.

The public is welcome to attend the meeting in person or remotely via Zoom, however, the meeting will proceed as normal even if there are technical difficulties with Zoom. The City will do its best to resolve any technical issues as quickly as possible.

How to view or listen to the meeting from home:

Visit www.SanMarinoCA.gov/Zoom
How to offer public comment from home:

Written public comment will be accepted by email to [email protected] until 3:00 p.m. the day of the meeting. Written public comment received by 3:00 p.m. will

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AGENDA – MAY 21, 2025
be distributed to City Council during the meeting. Any comments received after 3:00 p.m. will be included in the public comment record but not provided to City Council at the meeting.

Written public comment will also be accepted electronically via the zoom.us teleconference module during the meeting. Written Zoom comments will be accepted after the in-person comments.

Once the Mayor calls for Zoom comments, they will be read in the order received. No further Zoom comments will be read after the conclusion of public comment for that item.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
Council Member Chang, Council Member Chou, Council Member Lo, Vice Mayor Chou, and Mayor Shepherd Romey

POSTING OF AGENDA
The special meeting agenda is posted 24 hours prior to each special meeting at the following locations: City Hall, 2200 Huntington Drive, the Crowell Public Library, 1890 Huntington Drive, and the Stoneman Building, 1560 Pasqualito Drive. The special meeting agenda is also posted on the City’s website: www.SanMarinoCA.gov

NEW BUSINESS

1. ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN MARINO 1) DETERMINING THAT THE AWARD OF A SOLID WASTE AND

RECYCLING AGREEMENT IS EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT (CEQA), 2) AWARDING AN
AGREEMENT TO VALLEY VISTA SERVICES, INC. FOR THE COLLECTION,

TRANSPORTATION, PROCESSING AND DIVERSION OF MUNICIPAL

SOLID WASTE, RECYCLABLE MATERIALS, FOOD SCRAPS, YARD

TRIMMINGS, CONSTRUCTION AND DEMOLITION DEBRIS AND OTHER

MATERIALS AND FOR THE COLLECTION, TRANSPORTATION AND
DISPOSAL OF MUNICIPAL SOLID WASTE FOR A TEN (10) YEAR PERIOD BEGINNING MAY 31, 2025, AND TERMINATING JUNE 30, 2035; 3)

AUTHORIZING THE MAYOR TO SIGN THE SOLID WASTE AND
RECYCLING AGREEMENT ON BEHALF OF THE CITY, AND 4) DIRECTING

STAFF TO SET A PUBLIC HEARING TO ADOPT THE PROPOSED RATES IN ACCORDANCE WITH PROPOSITION 218

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AGENDA – MAY 21, 2025
Recommendation: Staff recommends the City Council adopt a Resolution 1) determining that the award of a Solid Waste and Recycling Agreement is exempt from the California Environmental Quality Act (CEQA), 2) awarding an Agreement to Valley Vista Services, Inc. for the Collection, Transportation, Processing and Diversion of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris and Other Materials and for the Collection, Transportation, Processing and Disposal of Municipal Solid Waste for a ten (10) year period beginning May 31, 2025, and terminating June 30, 2035, 3) authorizing the Mayor to sign the Solid Waste and Recycling Agreement on behalf of the City, and 4) directing staff to set a Public Hearing to adopt proposed rates in accordance with Proposition 218. If the Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to adopt a Resolution of the City Council of the City of San Marino 1) determining the award of a Solid Waste and Recycling Agreement exempt from review under the California Environmental Quality Act (CEQA) pursuant to Sections 15301, 15302, and 15061(b)(3) of Title 14, Chapter 3 of the California Code of Regulations, 2) awarding the Agreement to Valley Vista Services, Inc. for the Collection, Transportation, Processing and Diversion of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris and Other Materials and for the Collection, Transportation, Processing and Disposal of Municipal Solid Waste for a ten (10) year period beginning May 31, 2025, and terminating June 30, 2035, 3) authorizing the Mayor to sign the Solid Waste and Recycling Agreement on behalf of the City, and 4) directing staff to set a Public Hearing to adopt proposed rates in accordance with Proposition 218.”

2. 1) DETERMINE THE AWARD OF A STREET SWEEPING CONTRACT IS

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA), 2) APPROVE AN AGREEMENT WITH NATIONWIDE

ENVIRONMENTAL SERVICES FOR CITYWIDE STREET SWEEPING
SERVICES FOR A FOUR (4) YEAR TERM BEGINNING JUNE 1, 2025 AND ENDING JUNE 30, 2029 IN THE AMOUNT OF $570,390 ANNUALLY, WITH AN ANTICIPATED DISCOUNTED ANNUAL COST OF $508,530
CONTINGENT UPON THE AWARD OF THE CITY’S WASTE HAULING
AGREEMENT TO VALLEY VISTA SERVICES, INC., AND 3) AUTHORIZE

THE MAYOR TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY Recommendation: Staff recommends that the City Council 1) determine the award of a street sweeping contract is exempt from the California Environmental Quality Act (CEQA), 2) approve an agreement with Nationwide Environmental Services for Citywide Street Sweeping Services for a four (4) year term beginning June 1, 2025 and ending June 30, 2029 in the amount of $570,390 with an anticipated discounted cost of $508,530 contingent upon the award of the City’s waste hauling agreement to Valley Vista Services, Inc., and 3) authorize the Mayor to execute the agreement on behalf of the City. If the Council concurs, an appropriate motion would be. “I move to 1) determine the award of a street sweeping contract is exempt from the California Environmental Quality Act (CEQA), 2) approve an agreement with Nationwide Environmental Services for Citywide Street Sweeping Services for a four (4) year term beginning June 1, 2025 and ending June 30, 2029 in the amount of $570,390 with an anticipated discounted cost of $508,530 contingent upon the award

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AGENDA – MAY 21, 2025
of the City’s waste hauling agreement to Valley Vista Services, Inc., and 3) authorize the Mayor to execute the agreement on behalf of the City.”

WRITTEN COMMUNICATIONS OR PUBLIC WRITINGS DISTRIBUTION
This is an opportunity to announce any written communications pertaining to the City received by members of the City Council. All public writings distributed by the City of San Marino to at least a majority of the City Council regarding any item on this agenda will be made available at the Public Counter at City Hall located at 2200 Huntington Drive, San Marino, California 91108, and will also be included in the public agenda packet that will available for review at the City Council meeting.

ADJOURNMENT
Posted: 5/20/2025 ALISON WALKER

CITY CLERK

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TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Amber Shah, Parks & Public Works Director/City Engineer DATE: May 21, 2025
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SAN MARINO 1) DETERMINING THAT THE

AWARD OF A SOLID WASTE AND RECYCLING AGREEMENT

IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT (CEQA), 2) AWARDING AN AGREEMENT TO
VALLEY VISTA SERVICES, INC. FOR THE COLLECTION,

TRANSPORTATION, PROCESSING AND DIVERSION OF

MUNICIPAL SOLID WASTE, RECYCLABLE MATERIALS,

FOOD SCRAPS, YARD TRIMMINGS, CONSTRUCTION AND

DEMOLITION DEBRIS AND OTHER MATERIALS AND FOR

THE COLLECTION, TRANSPORTATION AND DISPOSAL OF
MUNICIPAL SOLID WASTE FOR A TEN (10) YEAR PERIOD
BEGINNING MAY 31, 2025, AND TERMINATING JUNE 30,
2035; 3) AUTHORIZING THE MAYOR TO SIGN THE SOLID

WASTE AND RECYCLING AGREEMENT ON BEHALF OF THE
CITY, AND 4) DIRECTING STAFF TO SET A PUBLIC

HEARING TO ADOPT THE PROPOSED RATES IN
ACCORDANCE WITH PROPOSITION 218

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Fiscally Responsible and Transparent City Government
Efficient, Responsive, and Effective City Services

BACKGROUND
The City’s existing solid waste and recycling contract with Athens Services was entered into on October 1, 2003, and has been amended four times, most Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member

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recently in October 2023. The existing agreement expires December 31, 2025, unless earlier terminated by either party.

Pursuant to the terms in the Fourth Amendment to the agreement, the City entered into exclusive negotiations with Athens Services in late 2023 to attempt to reach mutually agreeable terms and rates for a new or amended agreement for recycling and solid waste services. After fourteen months of negotiations, the City and Athens Services were unable to reach an agreement. On February 28, 2025, the City Council authorized the issuance of a Request for Proposals (RFP) for solid waste and recycling services.

Also on February 28, 2025, at the request of Athens Services, the City Council appointed a two-person Ad Hoc Committee to meet with Athens Services to attempt to reach mutually agreeable terms and rates for a new or amended contract. The Ad Hoc Committee met with Athens Services on March 18, 2025, to discuss terms and rates. The parties were unable to reach an agreement.

On March 24, 2025, the City received a letter from Athens Services stating the company was exercising its right, pursuant to the Fourth Amendment to the agreement, to terminate the existing contract as of May 30, 2025.

EcoNomics Inc., a solid waste consulting firm, assisted the City with the RFP process to procure a new 10-year contract for the Collection, Transportation, Processing and Diversion of Recyclable Materials, and Other Materials and For the Collection, Transportation and Disposal of Municipal Solid Waste to go into effect May 31, 2025. A key goal of the RFP process was to develop a contract that required the selected hauler to satisfy all the requirements for residential backyard service, diversion compliant programs, customer service, public education, reporting and all other contractual elements for the City to comply with Senate Bill (SB) 1383.

EcoNomics worked with City staff to define goals, specific programs and requirements for the new contract. The final combination of this work resulted in an RFP which contained a draft contract that would be signed by the selected proposer for approval by the City Council.

The RFP was issued on April 11, 2025, via the City’s OpenGov platform. The City requested that all interested proposers submit a letter of intent indicating interest in proposing by April 15, 2025. Six firms submitted letters of intent to the City, including: American Reclamation, Athens Services, Burrtec, Republic Services, Universal Waste Systems, and Valley Vista Services. The City convened meetings with each of the six firms that submitted letters of intent to review questions regarding the RFP between April 17 – 22, 2025. Proposers were invited to submit written questions concerning the RFP to the City prior to these meetings. The City responded in writing to all 160 questions submitted both in writing and verbally during the in-person proposer meetings and made certain revisions to (a) the draft contract contained in the RFP and (b) certain proposal forms, via issuance of seven addenda to the RFP.

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On May 6, 2025, the following four firms submitted proposals in response to the City’s RFP: American Reclamation, Athens Services, Republic Services, and Valley Vista Services. The City’s Ad Hoc Committee, City staff, and consulting team held interviews with all four proposers on May 14, 2025. The RFP documents and four submitted proposals are available on the City’s website at www.SanMarinoCa.gov/Trash.

City staff and consultants evaluated the four proposals received in response to the RFP for solid waste and recycling services and created an Evaluation Summary Report. The report is included as Attachment 3 to this staff report, and summarizes the results of the proposal evaluations performed by EcoNomics. The proposal evaluations were conducted using the eighteen criteria described in Section 5.2 Proposal Evaluation Criteria of the RFP. Results of the evaluation are described in the Evaluation Summary Report.

DISCUSSION
The Evaluation Summary Report provides a review of each proposal with respect to each of the eighteen evaluation criteria, as listed below, contained in Section 5.2 of the RFP:

1. Organization & Experience of Project Team

2. Pending Litigation and Assessment of Liquidated Damages

3. Agreement Exceptions

4. Technical Capability: Collection Operations

5. Special Collection Services

6. Technical Capability: Processing & Marketing of Divertible Materials

7. Customer Service

8. Public Education and Outreach

9. Start-Up, Interim Period and Implementation Plan

10. Transition

11. Reporting

12. Environmental Responsibility

13. Financial Capability as Reviewed by a CPA of Submitted Financial Statements

14. Customized Local Approach

15. Diversion Strategy

16. Cost Evaluation

17. Procedural Compliance

18. AB 1669 Employment Offers to Incumbent’s Employees
An attached Evaluation Summary Report is included as Attachment 3 to this staff report for further evaluation details for each of the above criteria.

In evaluating the criteria, significant consideration was given to the following elements of the proposal as identified below in Table 1: Summary of Proposal Terms.

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Table 1: Summary of Proposal Terms
*HDOWPF stands for High Diversion Organic Waste Processing Facility as certified by CalRecycle. A 2-stream collection process includes one cart for trash/recyclables and a second cart for yard trimmings/food scraps (organics). A 3-stream collection process includes one cart for trash, a second cart for recyclables and a third cart for yard trimmings/food scraps (organics).

A review of each key element of the proposal evaluation process is included below.

Contract Terms and Conditions
The City included a draft agreement in the RFP package for review by proposers. The contract terms and conditions included, but were not limited to, the following key provisions:
• Performance standards that align state-mandated City diversion requirements with hauler operations
• Flow control of waste and recycling materials that allows the City to direct trash, recycling, and organic waste to the most cost-effective permitted processing facilities
• Indemnification to protect the City from lawsuits resultant from activities outside of the City’s control
• Prohibitions against the Contractor assessing contamination fees directly against customers and instead referring repeat recycling and organics recycling contaminators to the City for education and potential investigation
• City retains sole discretion in enforcement of its municipal code against customers that do not have State-mandated services
• Rates are adjusted using a producer price index (PPI) inflation formula, which historically has resulted in lower inflation-based rate adjustments when compared to CPI or other indices
• Contractual defaults must be cured within 2 days
• The City may assess pre-defined liquidated damages for repeat service or reporting issues

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• Prohibition against extraordinary rate increases – the only way to increase rates over the 10-year term is via a pre-defined inflation adjustment, a City-directed change in scope of work, or if a third-party processing facility increases its gate fee
These contract provisions are critical to ensure the City is compliant with State diversion mandates, to protect ratepayers from unreasonable rate adjustments, and to ensure the Contractor has strong incentives, and disincentives, to perform.

In RFP Proposal Form 20, proposers were asked to review the contract and note any exceptions to the contract that they identified. American Reclamation and Valley Vista Services did not take any exceptions to the City’s contract terms and conditions. Athens Services and Republic Services took several significant exceptions to the City’s contract terms and conditions.

City’s Annual Price Adjustment Method
The contract uses the Producer Price index (PPI) to calculate annual inflationbased rate adjustment. American Reclamation and Valley Vista Services agreed to the City’s PPI rate adjustment terms. Athens Services and Republic Services took exception to the City’s PPI rate adjustment terms.

Backyard Service
Backyard/Sideyard Service is a unique service provided in San Marino that is highly valued by all residential customers. With San Marino’s ‘backyard’ service method trash carts are not left out on City streets and are serviced directly to/from each backyard location.

American Reclamation, Athens Services and Vally Vista Services proposals included collection programs that continued San Marino’s backyard service method. Republic Services proposal provided a curbside collection program, not a backyard service collection program.

Number of Waste Streams
All proposers provided a three-stream recycling, solid waste, and organics collection method for compliance with SB 1383.

In addition to a three stream recycling, solid waste, and organic collection, Valley Vista also proposed the use of a two-stream method using its CalRecycle designated High Diversion Organics Waste Processing Facility (HDOWPF) to receive co-collected recyclables/solid waste and co-collected yard trimmings/food scraps (organics). Complete rates for both the threestream and two-stream method were provided by Valley Vista Services.

Valley Vista Services’ two-stream service offers an acceptable compliance pathway per SB 1383 and helps ensure that the City will not incur fines for SB

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1383 non-attainment. Valley Vista Services owns and operates the only CalRecycle-certified High Diversion Organic Waste Processing Facility in Southern California (1 of only 4 in the State).

Valley Vista Services’ HDOWPF certification enables residents to continue using a two-stream (solid waste and recyclables in one container, and all other organic materials in another) method for sorting and collection – the same collection method that is currently used and with which the majority of residents are accustomed. Residents with estate (bin) service will be required to implement a second container as part of the two-stream collection system.

With all co-collected recyclables and MSW processed at Valley Vista Services’ HDOWPF, the City’s two-stream collection system will comply with SB 1383.

American Reclamation, Athens Services, and Republic Services did not propose the use of a CalRecycle designated High Diversion Organics Waste Processing Facility (HDOWPF) and instead proposed a three-stream collection system.

When drafting the contract and scope of work, the City did not anticipate a proposer would submit a proposal for an SB 1383-compliant two-stream system and the scope of work does not include specific language for a twostream collection program. If the contract is awarded to Valley Vista Services, the scope of work that is included as Attachment B to the Agreement will need to be expanded to reflect the provision of a two-stream program. Valley Vista Services has provided a rate for residential, estate, and commercial twostream collection programs. The City intends to activate the ‘City’s Right to Change Scope of Work’ provision included as Section 5.12 of the Agreement to incorporate the two-stream collection program description in Attachment B, scope of work, and other Agreement attachments. Per Section 5.12, the City-directed change in scope of work would not require an amendment to the agreement and would not require City Council action since a rate for both a two- and three-stream collection system were submitted by Valley Vista Services and, if Valley Vista Services is awarded the contract, complete rates for either method are included in the proposal.

Proposed Residential Rate
All proposers submitted residential rates as listed above in “Table 1: Summary of Proposal Terms”. Valley Vista Services submitted the lowest residential rate of $57.61 using a two-stream, SB 1383-compliant collection method.

Reimbursement for City’s Consultant Costs Related to the RFP All proposers agreed to the terms of the RFP and the Agreement that the selected proposer shall make a payment to the City to reimburse the costs for developing the RFP, conducting the RFP process and evaluating the RFP documents.

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Value-Added Special Services included in the RFP
All proposers agreed to the terms of the RFP and the Agreement that the selected proposer shall provide the following value-added special services:
• Two (2) annual collections of up to (10) bulky items per collection at each Customer’s Premises at no additional charge on a “by appointment” basis. Bulky items at residences shall be collected at backyard and sideyard locations where trash containers are located.
• Holiday greenery collection and recycling for three (3) full weeks from December 26 through January 15 of each year.
• Conduct two (2) community shredding events each calendar year.

Residents and Commercial Establishments in the City may bring a maximum of ten (10) “banker’s boxes”.
• Provide two (2) free Compost distribution events each year. The compost will be bagged containing one (1) cubic yard of compost and each Resident may receive up to five (5) bags of compost per event.

Conclusion
In its Evaluation Summary Report, EcoNomics recommends that the City award the Solid Waste and Recycling Agreement to Valley Vista Services. This conclusion is based upon the results of the application of the eighteen RFP evaluation criteria provided above.

After the proposals were evaluated, independent financial reviews of the companies were completed, and references were checked, all four were interviewed by the City Council’s Ad Hoc Waste Hauler Committee comprised of Mayor Shepherd Romey, Vice Mayor Chou, City Manager Eskandar, Public Works Director Shah, and City’s consultant team. After extensive consideration, the Ad Hoc Committee recommends that Valley Vista Services (VVS) be awarded the City’s waste hauling contract.

In summary, the items below highlight the advantages of the proposal submitted by Valley Vista Services:
• Valley Vista Services’ two-stream method is consistent with the City’s current two-stream collection system and offers SB 1383 compliance with minimal changes in residents’ behavior.
• Valley Vista Services owns and operates the only facility in Southern California that is currently certified by CalRecycle as a High Diversion Organics Waste Processing Facility (HDOWPF) to receive co-collected recyclables and MSW while attaining SB 1383 compliance. • Valley Vista Services will provide residential Backyard/Sideyard service in the same manner as City residents are accustomed to receiving. • Valley Vista Services agreed to all the City’s Contract Terms and Conditions with no exceptions.

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• Valley Vista Services provided all Financial Statements for evaluation as required by the RFP and was found to be financially capable of providing the services as submitted in their proposal.
• Valley Vista Services is the most qualified proposer as it demonstrated a comprehensive understanding of the project and provided the lowest residential rate received in the RFP process.
• In addition to the above criteria, prioritizing San Marino customer service is instrumental to the new contract transition process. If awarded the contract, Valley Vista Services will deploy a dedicated ‘San Marino team’ to serve the community immediately after award. During the transition period, Valley Vista Services will carry out a robust community engagement process across multiple channels of communication and will set up, and staff, a daily in-person customer service desk in San Marino City Hall and/or Community Center where residents and businesses can speak directly with Valley Vista Services staff during the initial weeks of the contract roll-out. Valley Vista Services’ San Marino team will speak multiple languages, and community members will be able to have their questions answered and share their specific needs, get assistance with setting up accounts, learn more about Valley Vista Services, and to meet Valley Vista’s dedicated San Marino team.

CEQA REVIEW
The proposed action to award a solid waste services agreement (the "proposed activity") was reviewed in accordance with the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA") and the CEQA Guidelines (14 California Code of Regulations §§15000, et seq.).

1. The proposed activity is not a project subject to CEQA because it doesn’t meet CEQA’s definition of a project (see CEQA Guidelines Section 15378), most notably because the proposed activity does not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The services provided pursuant to the Project would be identical to, or substantially the same as, the services previously provided by Athens throughout the City. The proposed activity will result in a change in solid waste and recycling service providers that will continue to collect and process waste and recyclables generated and disposed of in the same locations within the City and in the same manner as the previous service provider (Athens Services).

2. Assuming arguendo that the proposed activity is a “project” subject to CEQA, as discussed and demonstrated below it falls under several CEQA exemptions. The proposed activity is exempt pursuant to the categorical exemptions in CEQA Guidelines Section 15301 ("Existing Facilities") and CEQA Guidelines Section 15302 (“Replacement or

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Reconstruction”) and also pursuant to the general, common-sense exemption in CEQA Guidelines Section 15061(b)(3):
• Class 1 Categorical Exemption for Minor Alteration to Existing Facilities – CEQA considers treatment of solid waste to be a utility (CEQA Guidelines Appendix G Checklist under Section XIX Utilities and Service Systems where solid waste is included under subsections (d) and (e)) and the example in Section 15301(b) explains that the existing facilities exemption covers minor alterations to existing public utility services. CEQA Guidelines § 15301 exempts "the operation, repair,
maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structure, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination." As noted above, the proposed activity will simply change the City’s solid waste and recycling service provider and the new provider will continue to collect and process waste and recyclables generated and disposed of in the same locations within the City and in the same manner as the previous provider. Further, Valley Vista Services (“VVS”) has indicated that all proposed collection and disposal facilities have adequate processing and/or disposal capacity for the waste and recyclables generated by the City of San Marino. No new facilities (including landfills, organics processing facilities, material recovery facilities (MRFs)), will be constructed or expanded by VVS as a result of entering into a solid waste services agreement with the City of San Marino. Therefore, the decision to approve the proposed activity involves the
operation and use of existing facilities and equipment; it does not involve an expansion of use. Consequently, the Project is exempt from additional environmental review pursuant to CEQA Guidelines § 15301.
• Class 2 Categorical Exemption for Replacement of Existing Facilities – CEQA Guidelines Section 15302, including the example in subsection (c) for existing utility facilities, exempts “replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced.” As noted above in the discussion regarding why the proposed activity falls under the Class 1 categorical exemption, the proposed activity does not entail any new or expanded
structures but rather will simply change the City’s solid waste

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and recycling service provider who will continue to pick up waste from the same locations within the City and in generally the same manner as the previous provider. Therefore, the decision to approve the proposed activity involves the
replacement of the City’s solid waste and recycling service provider and the activities the new provider will undertake will have substantially the same purpose and capacity as the activities of the previous provider. As such, the Project is exempt from additional environmental review pursuant to CEQA Guidelines § 15302.
• Common sense exemption – CEQA Guidelines Section
15061(b)(3) sets forth a ‘common sense exemption’ for
projects that do not have the potential for causing a significant effect on the environment. VVS’s corporate yard and
processing/transfer stations are approximately 10 miles further away from the City when compared to the relative location of the previous provider’s transfer/processing facility, which will result in a net increase in vehicle miles traveled by Compressed Natural Gas (CNG) Class 8 heavy duty refuse collection
vehicles. However, this net increase in vehicle miles traveled, and resultant emissions, will result in the same or slightly less vehicle emissions when compared to the emissions from the previous provider by the following factors:
• The previous service provider made use of light duty gaspowered trucks to collect residential containers and to bring them to the ‘mother trucks’ for consolidation. VVS is
proposing to use either electric light-duty 'burro' trucks, electric golf carts, or workers on foot to bring residential carts to the curbside for collection. VVS is also proposing the use of an electric flat bed for bulky items and bin delivery.

The previous service provider used a vehicle propelled by an internal combustion engine to provide these services. The use of EVs to gather the residential containers, as well as to collect bulky items/deliver bins, will result in fewer
emissions.
• Lastly, per the requirements of Senate Bill 1383, VVS has proposed the use of a facility to compost food scraps and yard trimmings collected from residential and commercial locations within the City. Currently, most food scraps
generated by residential and commercial customers within the City are being landfilled. When food scraps are disposed of in a landfill where no oxygen exists, they breakdown anaerobically and generate methane gas, which has 84
times the atmospheric heat trapping capacity of carbon

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dioxide and is considered a ‘short-lived climate pollutant’ by CalRecycle and the California Air Resources Board (CARB) targeted for reduction by statute1. Composting residential and commercial food scraps that are currently being
disposed of in landfills will result in reductions in short-lived climate pollutants such as methane2.
• In summary, the collection and disposal systems proposed by Valley Vista Services include the collection of residential waste containers either by zero emission vehicle or by ‘foot’ that will eliminate emissions from gas vehicles used by the previous provider. Waste and recyclables will then be taken to a transfer station in the City of Industry which is slightly farther away from the City than the current facility utilized by the previous provider. However, based on the emission reductions resultant from the use of electric vehicles and the composting of hundreds of tons of food scraps annually that are currently being landfilled, any net increase in additional emissions from Valley Vista’s facility being farther away from the City will be negligible.

3. None of the exceptions to the Categorical Exemptions in CEQA Guidelines Section 15300.2 apply. One of the most commonly cited exceptions is the significant effect exception located in CEQA Guidelines Section 15300.2(c), however, that exception does not apply here as the proposed activity does not involve any unusual circumstances. Indeed, it is commonplace for cities and other municipalities to use an RFP process to identify/select and contract with new solid waste and recycling service providers.3 Because it is common for cities to switch solid waste and recycling service providers and because this exception requires both a potentially significant adverse environmental impact due to unusual circumstances, this exception does not apply here as there are no unusual circumstances.
1 https://calrecycle.ca.gov/organics/slcp/
1 2 https://calrecycle.ca.gov/organics/slcp/
3 See, e.g., https://www.cityofsebastopol.gov/wp-content/uploads/2024/06/RFP-for-Sebastopol-Solid-WasteCollection-Agreement_2024-05-28_rev-Word-version.pdf; https://www.chinohills.org/DocumentCenter/View/23509/Request-for-Proposals-for-Integrated-Solid-WasteMgmt-Svs; https://monocounty.ca.gov/sites/default/files/fileattachments/public_works_- _solid_waste/page/31433/request_for_proposals.pdf; https://www.sjgov.org/docs/default-source/public-worksdocuments/rfps-and-rfqs/sjcdpw-rfp-24-08-documents/sjcdpw-rfp-24-08.pdf?sfvrsn=6acfa0c8_3; https://hiddenhillscity.org/wp-content/uploads/Hidden-Hills-RFP-2024.pdf

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FISCAL IMPACT & PROCUREMENT REVIEW
If awarded, Valley Vista will remit monthly Regulatory Compliance Cost payments of $35,000 to offset the City’s regulatory compliance, contract management, and SB 1383 implementation costs. Additionally, if awarded, Valley Vista Services will reimburse the City of San Marino $225,000 for costs associated with developing the RFP, administering the RFP process, and evaluating proposals.

The Finance Director has reviewed this staff report for compliance with San Marino City Code §02.06.05.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council adopt a Resolution 1) determining that the award of a Solid Waste and Recycling Agreement is exempt from the California Environmental Quality Act (CEQA), 2) awarding an Agreement to Valley Vista Services, Inc. for the Collection, Transportation, Processing and Diversion of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris and Other Materials and for the Collection, Transportation, Processing and Disposal of Municipal Solid Waste for a ten (10) year period beginning May 31, 2025, and terminating June 30, 2035, 3) authorizing the Mayor to sign the Solid Waste and Recycling Agreement on behalf of the City, and 4) directing staff to set a Public Hearing to adopt proposed rates in accordance with Proposition 218. If the Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to adopt a Resolution of the City Council of the City of San Marino 1) determining the award of a Solid Waste and Recycling Agreement exempt from review under the California Environmental Quality Act (CEQA) pursuant to Sections 15301, 15302, and 15061(b)(3) of Title 14, Chapter 3 of the California Code of Regulations, 2) awarding the Agreement to Valley Vista Services, Inc. for the Collection, Transportation, Processing and Diversion of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris and Other Materials and for the Collection, Transportation, Processing and Disposal of Municipal Solid Waste for a ten (10) year period beginning May 31, 2025, and terminating June 30, 2035, 3) authorizing the Mayor to sign the Solid Waste and Recycling Agreement on behalf of the City, and 4) directing staff to set a Public Hearing to adopt proposed rates in accordance with Proposition 218.”

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ATTACHMENTS

1. Draft Resolution

2. Solid Waste and Recycling Agreement between the City and Valley Vista Services, Inc.

3. Summary Evaluation Report of Proposals Received for Solid Waste and Recycling Services prepared by EcoNomics, Inc.

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4897-9341-1909 v1
RESOLUTION NO. R-25-19

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN

MARINO DETERMINING THAT THE AWARD OF A SOLID WASTE

AND RECYCLING AGREEMENT IS EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA);
AWARDING AN AGREEMENT TO VALLEY VISTA SERVICES, INC.

FOR THE COLLECTION, TRANSPORTATION, PROCESSING AND

DIVERSION OF MUNICIPAL SOLID WASTE, RECYCLABLE

MATERIALS, FOOD SCRAPS, YARD TRIMMINGS, CONSTRUCTION

AND DEMOLITION DEBRIS AND OTHER MATERIALS AND FOR

THE COLLECTION, TRANSPORTATION AND DISPOSAL OF
MUNICIPAL SOLID WASTE FOR A TEN (10) YEAR PERIOD
BEGINNING MAY 31, 2025, AND TERMINATING JUNE 30, 2035;

AUTHORIZING THE MAYOR TO SIGN THE SOLID WASTE AND
RECYCLING AGREEMENT ON BEHALF OF THE CITY; AND

DIRECTING STAFF TO SET A PUBLIC HEARING TO ADOPT THE
PROPOSED RATES IN ACCORDANCE WITH PROPOSITION 218
WHEREAS, California Public Resources Code Sections 40059 and 49300 authorize a city to contract for the collection, transportation and disposal of municipal solid waste and recyclable materials, yard trimmings, food scraps and other materials: and WHEREAS, The City’s existing solid waste and recycling contract with Athens Services was entered into on October 1, 2003, and has been amended four times, most recently in October 2023.

The existing agreement expires December 31, 2025, unless earlier terminated by either party; and WHEREAS, Pursuant to the terms in the Fourth Amendment to the agreement, the City entered into exclusive negotiations with Athens Services in late 2023 to attempt to reach mutually agreeable terms and rates for a new or amended agreement for recycling and solid waste services.

After fourteen months of negotiations, the City and Athens Services were unable to reach an agreement. On February 28, 2025 the City Council authorized the issuance of a Request for Proposals (RFP) for solid waste and recycling services; and WHEREAS, Also on February 28, 2025, at the request of Athens Services, the City Council appointed a two-person Ad Hoc Committee to meet with Athens Services to attempt to reach mutually agreeable terms and rates for a new or amended contract. The Ad Hoc Committee met with Athens Services on March 18, 2025, to discuss terms and rates. The parties were unable to reach agreement; and
WHEREAS, On March 24, 2025, Athens Services terminated the existing contract in writing as of May 30, 2025; and
WHEREAS, EcoNomics Inc., a solid waste consulting firm, assisted the City with the RFP process to procure a new 10-year Agreement for the Collection, Transportation, Processing and Diversion of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris and Other Materials and for the Collection, Transportation

Page 18 of 625 ends

CITY OF SAN MARINO RESOLUTION NO. R-25-19

Page 2 of 4 ends

4897-9341-1909 v1
and Disposal of Municipal Solid Waste to go into effect May 31, 2025 (the “Agreement”). A key goal of the RFP process was to develop a contract that required the selected hauler to satisfy all the requirements for residential backyard service, diversion compliant programs, customer service, public education, reporting and all other contractual elements for the City to comply with Senate Bill (SB) 1383; and
WHEREAS, EcoNomics worked with City staff to define goals, specific programs and requirements for the new contract. The final combination of this work resulted in an RFP which contained a draft contract that would be signed by the selected proposer for approval by the City Council; and
WHEREAS, The RFP was issued on April 11, 2025 via the City’s OpenGov platform. The City requested that all interested proposers submit a letter of intent indicating interest in proposing by April 15, 2025. Six firms submitted letters of intent to the City, including: American Reclamation, Athens Services, Burrtec, Republic Services, Universal Waste Systems, and Valley Vista Services.

The City convened meetings with each of the six firms that submitted letters of intent to review questions regarding the RFP between April 17 – 22, 2025. Proposers were invited to submit written questions concerning the RFP to the City prior to these meetings. The City responded in writing to all 160 questions submitted both in writing and verbally during the in-person proposer meetings and made certain revisions to (a) the draft contract contained in the RFP and (b) certain proposal forms, via issuance of seven addenda to the RFP; and WHEREAS, On May 6, 2025, the following four firms submitted proposals in response to the City’s RFP: American Reclamation, Athens Services, Republic Services, and Valley Vista Services. The City’s Ad Hoc Committee, City staff, and consulting team held interviews with all four proposers on May 14, 2025; and
WHEREAS, City staff and consultants evaluated the four proposals received in response to the RFP for solid waste and recycling services and created an Evaluation Summary Report. The report is included as Attachment 3 to the staff report accompanying this resolution and summarizes the results of the proposal evaluations performed by EcoNomics. The proposal evaluations were conducted using the eighteen criteria described in Section 5.2 Proposal Evaluation Criteria of the RFP. Results of the evaluation are described in the Evaluation Summary Report; and WHEREAS, the Ad Hoc Committee, City staff and the City’s consultants recommend that the Agreement be awarded to Valley Vista Services, Inc. for the reasons set forth in the accompanying staff report and its attachments; and
WHEREAS, at a duly noticed special meeting on May 21, 2025, the City Council considered the recommendation of the Ad Hoc Committee, City staff and the City’s consultants, the staff report and accompanying attachments and materials, as well as any writings submitted to the City Council and any public testimony provided on the agenda item at that meeting.

THEREFORE, BE IT RESOLVED by the City Council of the City of San Marino, California, as follows:

SECTION 1. The City Council hereby finds the recitals set forth in this resolution are true and correct and adopts same. The City Council further makes the determinations set forth in this

Page 19 of 625 ends

CITY OF SAN MARINO RESOLUTION NO. R-25-19

Page 3 of 4 ends

4897-9341-1909 v1
resolution based upon the staff report, attachments, writings received and testimony given at the special City Council meeting of May 21, 2025 and all such information is incorporated herein by reference.

SECTION 2. CEQA Determination. The Council finds and determines that the award of contract referenced in this Resolution is exempt from CEQA in that it is not a “project” subject to CEQA.

Alternatively, the Council finds and determines that even if determined to be a project, the award of contract is exempt from CEQA pursuant to the exemptions described in CEQA Guidelines Sections 15301 (Class 1 Existing Facilities categorical exemption), 15302 (Class 2 Replacement or Reconstruction categorical exemption), and 15061 (Common Sense Exemption), and none of the exceptions to the categorical exemptions detailed in CEQA Guidelines Section 15300.2 apply as detailed in the staff report. City staff is directed and authorized to prepare and file a Notice of Exemption with the County Clerk and the CA Governor’s Office of Planning and Research (recently renamed and now known as the CA Governor’s Office of Land Use and Climate Innovation).

SECTION 3. Award of Contract. The Council hereby approves the Agreement with Valley Vista Services, Inc. attached to the staff report. The Mayor is authorized to sign the same on behalf of the City.

SECTION 4. Proposition 218 Hearing. The City Council directs staff to take those steps necessary to set a public hearing for the setting of rates as contemplated in the Agreement.

PASSED, APPROVED AND ADOPTED, at a meeting of the City Council of the City of San Marino, California, on this 21st day of May, 2025.

GRETCHEN SHEPHERD ROMEY
MAYOR
ATTEST:

ALISON WALKER

CITY CLERK

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CITY OF SAN MARINO RESOLUTION NO. R-25-19

Page 4 of 4 ends

4897-9341-1909 v1

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF SAN MARINO )
I, Alison Walker, City Clerk of the City of San Marino, California, hereby certify that Resolution No R-25-19 was adopted by the City Council of the City of San Marino at a special meeting held on the 21st day of May, 2025, and that the same was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________

ALISON WALKER, CITY CLERK

CITY OF SAN MARINO

Page 21 of 625 ends

AGREEMENT FOR THE COLLECTION, TRANSPORTATION, PROCESSING AND

DIVERSION OF MUNICIPAL SOLID WASTE, RECYCLABLE MATERIALS, FOOD

SCRAPS, YARD TRIMMINGS, CONSTRUCTION AND DEMOLITION DEBRIS AND

OTHER MATERIALS AND FOR THE COLLECTION, TRANSPORTATION AND

DISPOSAL OF MUNICIPAL SOLID WASTE

BETWEEN

THE CITY OF SAN MARINO
AND
VALLEY VISTA SERVICES, INC.

MAY 2025

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Intentionally left Blank

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Table of Contents
ARTICLE 1: DEFINITIONS ...................................................................................................... 17

1.01 Definitions.......................................................................................................................................................................17 ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF CONTRACTOR.................................... 18

2.01 Legal Status. ....................................................................................................................................................................18

2.02 Authority..........................................................................................................................................................................18

2.03 Agreement Duly Executed. ........................................................................................................................................18

2.04 No Conflict with Applicable Law or Other Documents....................................................................................18

2.05 No Litigation. ..................................................................................................................................................................18

2.06 Financial Condition......................................................................................................................................................19

2.07 Expertise..........................................................................................................................................................................19

2.08 Contractor’s Investigation.........................................................................................................................................19

2.09 Statements and Information in Proposal. ...........................................................................................................19 ARTICLE 3: TERM OF AGREEMENT........................................................................................ 21

3.01 Effective Date. ................................................................................................................................................................21

3.02 Term. .................................................................................................................................................................................21

3.03 Conditions to Effectiveness of Agreement...........................................................................................................21

3.03.A Obligation of City to Perform. .........................................................................................................................21

3.03.A.1 Accuracy of Representations ...................................................................................................................................... 21

3.03.A.2 Absence of Litigation. .................................................................................................................................................... 21

3.03.A.3 Furnishing of Bond. ........................................................................................................................................................ 22

3.03.A.4 Furnishing of Evidence of Insurance. ..................................................................................................................... 22

3.03.A.5 Effectiveness of City’s Approval. ............................................................................................................................... 22

3.03.A.6 Reimbursement of City Procurement Costs. ....................................................................................................... 22

3.03.B Obligation of Contractor to Perform. ...........................................................................................................22

3.03.B.1 Absence of Litigation...................................................................................................................................................... 23

3.03.B.2 Effectiveness of City's Approval. ............................................................................................................................... 23

3.03.C Notice........................................................................................................................................................................23 ARTICLE 4. EXCLUSIONS FROM SCOPE OF WORK ................................................................. 24

4.01 Exclusions From Scope of Work. ............................................................................................................................24

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ARTICLE 5: COLLECTION OF MUNICIPAL SOLID WASTE RECYCLABLE MATERIALS, FOOD

SCRAPS, YARD TRIMMINGS, CONSTRUCTION AND DEMOLITION DEBRIS, AND OTHER MATERIALS.......................................................................................................................... 28

5.01 Scope of Work – General. ...........................................................................................................................................28

5.02 Growth and Changes in City During the Term. ..................................................................................................30

5.03 Contractor’s Plan for Interim Period and Contractor’s Implementation Plan. .....................................30

5.04 Residential Collection Services. ..............................................................................................................................31

5.05 Commercial/Business Collection Services..........................................................................................................32

5.06 Collection Services at City-Sponsored Special Events....................................................................................32

5.07 Other Services and Special Services. .....................................................................................................................32

5.07.A Other Services.......................................................................................................................................................32

5.07.B Collection of MSW and Divertible Materials at Non-City Sponsored Special Events. .................32

5.07.C Special Services. ...................................................................................................................................................33

5.08 Hours of Collection.......................................................................................................................................................33

5.09 Collection Standards. ..................................................................................................................................................34

5.09.A Care of Property...................................................................................................................................................34

5.09.B Noise.........................................................................................................................................................................35

5.09.C Private and Public Streets. ...............................................................................................................................35

5.09.D Customer Privacy. ...............................................................................................................................................37

5.10 Litter Abatement...........................................................................................................................................................38

5.10.A Minimization and Cleanup of Dropped, Scattered or Blown Materials...........................................39

5.10.B Clean Up of Existing Litter. ...............................................................................................................................39

5.10.C Clean Up of Illegal Dumping.............................................................................................................................40

5.10.D Covering of Loads. ...............................................................................................................................................41

5.11 Hazardous Waste..........................................................................................................................................................42

5.11.A General. ...................................................................................................................................................................42

5.11.B Notice to Customers............................................................................................................................................43

5.11.C Contractor to Segregate and Dispose. ..........................................................................................................43

5.11.D Operating Procedures and Employee Training. ......................................................................................44

5.12 City's Right to Change Scope of Work....................................................................................................................45

5.13 Attendance At Meetings With City..........................................................................................................................47

5.14 Ownership of Municipal Solid Waste and Recyclable Materials. ................................................................47

5.15 Containers at City Facilities. City Yard, City Hall and Community Center. ..............................................48

5.16 Contamination Warning Notice/Prohibition on Contamination Fees. .....................................................48

5.17 Proposals for New Diversion Programs. ..............................................................................................................48

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ARTICLE 6: TRANSPORTATION AND DISPOSAL OF MSW AND PROCESSING OF RECYCLABLE MATERIALS.......................................................................................................................... 50

6.01 Transportation and Disposal of MSW. ..................................................................................................................50

6.02 Transportation of Recyclable Materials and Food Scrap/Yard Trimmings for Processing..............51

6.03 Transportation of Yard Trimmings and Food Scraps. ....................................................................................51

6.04 Transportation of Source-Separated Food Scraps. ..........................................................................................51

6.05 Transportation of Construction and Demolition Debris................................................................................51

6.06 City Right to Unilaterally Direct Change in Disposal or Processing Facility...........................................52

6.07 Designated Processing Facilities Unavailable. ..................................................................................................52

6.08 Contractor Request for Change of Processing Facility....................................................................................53 ARTICLE 7: PROCESSING AND MARKETING OF RECYCLABLE MATERIALS ............................... 55

7.01 Processing and Marketing Duties...........................................................................................................................55

7.02 Permits. ............................................................................................................................................................................55

7.03 Delivery of Residue to Landfill. ...............................................................................................................................56

7.04 Processing Facility Operating Requirements.....................................................................................................56

7.05 Contractor To Meet All Food Scrap and Yard Trimmings Processing Facility Specifications. .........57

7.06 Processing Requirements..........................................................................................................................................58

7.07 No Use of Biomass, Transformation, or Dirty MRF Facilities. ......................................................................58

7.08 Marketing of Recovered Materials, Compost and Other Products. ............................................................59

7.09 Limits on Modes of Disposition. ..............................................................................................................................59

7.10 City Access to Processing Facilities........................................................................................................................59 ARTICLE 8: EQUIPMENT, FACILITIES AND PERSONNEL........................................................... 61

8.01 General. ............................................................................................................................................................................61

8.02 Facilities...........................................................................................................................................................................61

8.02.A General. ...................................................................................................................................................................61

8.03 Vehicles. ...........................................................................................................................................................................61

8.03.A General. ...................................................................................................................................................................61

8.03.B Compliance With Air Quality Requirements. ............................................................................................63

8.03.C Vehicle Identification. ........................................................................................................................................63

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8.03.D Cleaning and Maintenance...............................................................................................................................64

8.03.D.1 General. ................................................................................................................................................................................ 64

8.03.D.2 Cleaning. .............................................................................................................................................................................. 64

8.03.D.3 Painting. ............................................................................................................................................................................... 64

8.03.D.4 Maintenance. ..................................................................................................................................................................... 65

8.03.D.5 Repairs. ................................................................................................................................................................................ 65

8.03.D.6 Storage. ................................................................................................................................................................................ 65

8.03.D.7 Leaking Vehicles. ............................................................................................................................................................. 66

8.03.E DMV Registration/BIT Inspections/Brake Inspections. .......................................................................66

8.03.F Vehicle Mirrors.....................................................................................................................................................67

8.03.G Collision Avoidance System. ............................................................................................................................67

8.03.H Other Required Vehicle Technological Capabilities...............................................................................69

8.03.I Operation.................................................................................................................................................................71

8.04 MSW, Recyclable Materials and Food Scrap/Yard Trimmings Containers. ............................................72

8.04.A General. ...................................................................................................................................................................72

8.04.B Container Ownership.........................................................................................................................................73

8.04.C Failure to Distribute New Containers to All Customers. .......................................................................73

8.04.D Repair, Replacement, and Exchange. ...........................................................................................................73

8.04.E Cleaning, Painting and Maintenance of Contractor-Furnished Containers. ..................................74

8.04.F Periodic Container Audit. ................................................................................................................................. 75

8.05 Personnel.........................................................................................................................................................................75

8.05.A General. ...................................................................................................................................................................75

8.05.B Driver Qualifications..........................................................................................................................................76

8.05.C Uniforms. ................................................................................................................................................................76

8.05.D Written Operating Procedures.......................................................................................................................76

8.05.E Safety Training......................................................................................................................................................77

8.05.F No Gratuities..........................................................................................................................................................78

8.05.G Employee Conduct and Courtesy. ..................................................................................................................78

8.05.H Provision of Recycling Coordinator. ............................................................................................................78

8.05.H.1 Recycling Coordinator Experience, Background and Training. .................................................................. 79

8.05.H.2 Deadline for Providing Recycling Coordinator. ................................................................................................. 79

8.05.I Provision of City’s Day-to-Day City Contact Person. ................................................................................79

8.05.J Initial Hiring. .........................................................................................................................................................82

8.05.K Ongoing Training and Testing. ......................................................................................................................85

8.05.L Use of Workers Not Employed by Contractor............................................................................................85

8.05.M Notification to City In Event of Impending Strike, Labor Unrest, Picketing or Similar Action ..................................................................................................................................................................................................86 ARTICLE 9: OTHER COLLECTION-RELATED SERVICES.............................................................. 88

9.01 Billing................................................................................................................................................................................88

9.01.A Direct Billing of All Customers. ......................................................................................................................88

9.01.B City Inserts. ............................................................................................................................................................88

9.01.C Delinquent Accounts. .........................................................................................................................................89

9.02 Billing Records...............................................................................................................................................................89

9.03 City Access to Billing Information. .........................................................................................................................89

9.04 Public/Customer Service and Accessibility. .......................................................................................................90

9.04.A Office Hours and Location. ...............................................................................................................................90

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9.04.B Availability of Representative. .......................................................................................................................90

9.04.C Telephone...............................................................................................................................................................90

9.04.C.1. .................................................................................................................................................................................................. 91

9.04.C.2. .................................................................................................................................................................................................. 92

9.04.D Correspondence...................................................................................................................................................93

9.04.E Electronic and Non-Electronic Payment of Bills.......................................................................................93

9.04.F Maps, Schedules, Consumer Information....................................................................................................93

9.04.G Web Site. ................................................................................................................................................................. 94

9.05 Service Complaints.......................................................................................................................................................94

9.06 Change in Collection Schedule. ................................................................................................................................96

9.07 Report of Accumulation of MSW or Unauthorized Dumping........................................................................96 ARTICLE 10: CONTRACTOR SB 1383 PERFORMANCE STANDARDS ......................................... 97

10.01 Performance Standard for Minimization of Contamination ......................................................................97

10.01.A Required Contamination Levels to be Achieved...................................................................................98

10.01.A.1 Thirty Percent (30%) Contamination Levels to be Achieved During the Period January 1, 2028 Through December 31, 2029 ....................................................................................................................................................... 98

10.01.A.2 Twenty-Five Percent (25%) Contamination Levels to be Achieved During the Period January 1, 2030 through December 31, 2033.........................................................................................................99

10.01.B City Evaluation of Contractor’s Attainment of Performance Standards for Contamination Minimization.................................................................................................................................................................... 100

10.02 Performance Standard for SB 1383 Program Implementation ............................................................ 101

10.02.A City Evaluation of Contractor’s Attainment of Program Implementation Standards........... 102 ARTICLE 11: RECORD KEEPING, REPORTING AND INSPECTIONS .......................................... 104

11.01 General........................................................................................................................................................................ 104

11.02 Record Keeping........................................................................................................................................................ 104

11.03 Reporting. .................................................................................................................................................................. 105

11.03.A Reports Listed in Attachment K................................................................................................................ 105

11.03.B Monthly Recording of Information in the Red/Green Tracking Spreadsheet and in the Online CRM System........................................................................................................................................................ 105

11.03.B.1 Information to Be Recorded in the Red/Green Tracking Spreadsheet/CRM System. ................ 106

11.03.C Reports Listed in Attachment N. ............................................................................................................... 108

11.04 Inspection by City.................................................................................................................................................... 109

11.05 Compliance Reporting........................................................................................................................................... 111

11.05.A Reporting of Estate, Multi-Family and Commercial Tons Separately......................................... 112

11.05.B Material Discrepancy in Data Reported. ............................................................................................... 112

11.06 Annual Route Audit. ............................................................................................................................................... 113

11.07 Characterization Studies...................................................................................................................................... 114

11.07 Characterization Studies................................................................................................................................. 114

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11.08 Annual City Review of Contract Characterizations and Results. ........................................................... 115

11.09 Reporting of Adverse Information. .................................................................................................................. 116 ARTICLE 12: INDEPENDENT CONTRACTOR.......................................................................... 117

12.01 Contractor an Independent Contractor. ......................................................................................................... 117

12.02 No Partnership or Joint Venture Created....................................................................................................... 117

12.03 No Entitlement to City Benefits.......................................................................................................................... 117 ARTICLE 13. INDEMNITY, INSURANCE, BOND ..................................................................... 118

13.01 General Indemnification. ..................................................................................................................................... 118

13.02 Insurance. .................................................................................................................................................................. 120

13.02.A Types and Amounts of Coverage. ............................................................................................................. 120

13.02.A.1 Workers’ Compensation and Employer’s Liability. .................................................................................... 121

13.02.A.2 Comprehensive General Commercial Liability and Commercial Automobile Liability Policies. ................................................................................................................................................................................................................ 121

13.02.A.3 Pollution Liability. ..................................................................................................................................................... 123

13.02.A.4 Umbrella or Excess Liability Insurance. .......................................................................................................... 123

13.02.A.5 Physical Damage. ....................................................................................................................................................... 124

13.02.B Acceptability of Insurers............................................................................................................................. 124

13.02.C Required Endorsements.............................................................................................................................. 125

13.02.D Delivery of Proof of Coverage. .................................................................................................................. 126

13.02.E Other Insurance Requirements. ............................................................................................................... 127

13.03 Faithful Performance Bond................................................................................................................................. 130

13.04 Alternative Security. .............................................................................................................................................. 131

13.05 Hazardous Waste Indemnification. .................................................................................................................. 131

13.06 Intellectual Property Indemnification. ........................................................................................................... 135 ARTICLE 14: COMPENSATION TO CONTRACTOR ................................................................. 136

14.01 General........................................................................................................................................................................ 136

14.02 Initial Rates. .............................................................................................................................................................. 136

14.02.A Rates from May 31 – September 30, 2025. ........................................................................................... 136

14.02.B Contractor Shall Charge Rates in Attachment D-2............................................................................. 137

14.02.C Change of Rates from Attachment D-2 to Attachment D-3............................................................. 138

14.03 Annual Rate Adjustments. ................................................................................................................................... 138

14.04 Challenge to Rates.................................................................................................................................................. 139

14.05 Adjustment of Disposal Charge (Tip Fee) and Processing Costs (Tip Fees)...................................... 139

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14.06 City Regulatory Compliance Costs. ................................................................................................................... 140

14.07 Adjustments to Rates in Attachment D Based on City-Directed Changes In Scope of Work. ...... 141 ARTICLE 15: DEFAULT AND REMEDIES................................................................................ 146

15.01 Events of Default. .................................................................................................................................................... 146

15.02 Right to Suspend or Terminate Upon Default. ............................................................................................. 150

15.03 Specific Performance............................................................................................................................................. 151

15.04 Use of Contractor Property Upon Default. ..................................................................................................... 151

15.05 Right to Perform...................................................................................................................................................... 151

15.06 Payment for Use of Contractor’s Property..................................................................................................... 152

15.07 Damages. .................................................................................................................................................................... 152

15.08 City’s Remedies Cumulative................................................................................................................................ 153

15.09 Liquidated Damages. ............................................................................................................................................. 153

15.10 No Actions for Damages Against City. .............................................................................................................. 164 ARTICLE 16: OTHER AGREEMENTS OF THE PARTIES ............................................................ 166

16.01 Compliance with Law; Non-Discrimination. ................................................................................................. 166

16.02 Assignment................................................................................................................................................................ 166

16.02.A City Consent Required.................................................................................................................................. 166

16.02.B Assignment Defined...................................................................................................................................... 167

16.02.C Consent Requirements................................................................................................................................. 167

16.03 Subcontracting......................................................................................................................................................... 168

16.04 No Affiliated Entity. ................................................................................................................................................ 169

16.05 Contractor’s Investigation; No Warranties by City..................................................................................... 169

16.06 Notice........................................................................................................................................................................... 170

16.07 Representatives of the Parties. .......................................................................................................................... 171

16.07.A Representatives of City................................................................................................................................ 171

16.07.B Representative of Contractor.................................................................................................................... 171

16.08 Right to Inspect Contractor Operations.......................................................................................................... 172

16.09 Maintenance and Review of Records, Submission of Reports................................................................ 172

16.10 Right to Demand Assurances of Performance.............................................................................................. 172

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16.11 Contractor Designated As City’s Authorized Recycling Agent................................................................ 173

16.12 Force Majeure........................................................................................................................................................... 173

16.12.A Force Majeure. ................................................................................................................................................ 174

16.12.B Obligation to Restore Ability to Perform. ............................................................................................. 174

16.12.C Notice.................................................................................................................................................................. 174

16.12.D City's Rights in the Event of Force Majeure.......................................................................................... 174

16.13 Cooperation During Transition. ........................................................................................................................ 175

16.14 No Damages for Invalidation of Agreement. ................................................................................................. 175

16.15 Diversion Programs Not Restricted. ................................................................................................................ 176

16.16 Reports as Public Records. .................................................................................................................................. 176 ARTICLE 17: MISCELLANEOUS PROVISIONS ........................................................................ 177

17.01 Governing Law. ........................................................................................................................................................ 177

17.02 Jurisdiction................................................................................................................................................................ 177

17.03 Binding on Successors........................................................................................................................................... 177

17.04 Parties in Interest. .................................................................................................................................................. 177

17.05 Waiver......................................................................................................................................................................... 177

17.06 Attachments. ............................................................................................................................................................. 177

17.07 Entire Agreement, Integration........................................................................................................................... 177

17.08 Section Headings. .................................................................................................................................................... 178

17.09 Interpretation. ......................................................................................................................................................... 178

17.10 Amendment............................................................................................................................................................... 178

17.11 Severability. .............................................................................................................................................................. 178

17.12 Costs and Attorneys’ Fees. ................................................................................................................................... 178

17.13 References to Laws................................................................................................................................................. 178

17.14 City’s Municipal Code............................................................................................................................................. 179

17.15 Non-Discrimination................................................................................................................................................ 179

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AGREEMENT FOR THE COLLECTION, TRANSPORTATION, PROCESSING AND

DIVERSION OF MUNICIPAL SOLID WASTE, RECYCLABLE MATERIALS, FOOD

SCRAPS, YARD TRIMMINGS, CONSTRUCTION AND DEMOLITION DEBRIS AND

OTHER MATERIALS AND FOR THE COLLECTION, TRANSPORTATION AND

DISPOSAL OF MUNICIPAL SOLID WASTE
THIS AGREEMENT is entered into as of the 21 day of May 2025, by and between the CITY OF SAN MARINO, a municipal corporation (hereinafter referred to as the “City”) and Valley Vista Services, Inc., a California corporation (hereinafter referred to as “Contractor”).

RECITALS

1. The State of California has found and declared that due to the amount of Municipal Solid Waste (MSW) generated in California, coupled with diminishing landfill space and potential adverse environmental impacts from landfilling, that there is an urgent need for State and local agencies to enact and implement an aggressive integrated waste management program. The State has also found that the recycling or reuse of MSW will conserve not only landfill capacity but also water, energy and other natural resources.

The State has, through enactment of the California Integrated Waste Management Act of 1989 (California Public Resources Code Sections 40000 et seq., as may be amended from time to time, hereinafter referred to as the “Act”), directed responsible State Agencies, and all local agencies, to promote Recycling and to maximize the use of feasible Source Reduction, Recycling, Anaerobic Digestion and Composting options in order to reduce the amount of MSW that must be disposed of by land Disposal.

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2. By enactment of the Act, the California Legislature has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for solid waste collection within their jurisdiction. Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be amended from time to time, City has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified contractor to provide for the collection processing and disposal of solid waste, recyclable materials, and organic waste materials, in order to achieve the diversion goals and other requirements of the Act.

3. In 2011, AB 341 was approved and signed into law amending the Act. The AB 341 amendments make a legislative declaration that it is the policy goal of the State of California that not less than seventy-five percent (75%) of MSW be source reduced, recycled or composted by the year 2020. As required by AB 341, the California Department of Resources Recycling and Recovery (hereinafter referred to as “CalRecycle”) prepared a plan for submittal to the legislature on the methods to accomplish this goal. AB 341 required all businesses generating four (4) or more cubic yards of MSW per week, and all Multi-Family dwellings consisting of five (5) units or more, to arrange for Recycling services on or before July 1, 2012; and required all local agencies to provide a commercial recycling program meeting specified criteria on or before July 1, 2012.

4. In 2014, AB 1826 was approved and signed into law amending the Act. AB 1826 required the City to provide a collection and diversion program for Food Scraps, Yard Trimmings and Wood for all businesses and Multi-Family Complexes on or before January 1, 2016. AB 1826 requires businesses within City to participate in a diversion

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program for Food Scraps, Yard Trimmings and Wood according to a specified schedule depending upon the quantity of such materials and the quantity of MSW generated by the business. Businesses generating eight (8) or more cubic yards of Food Scraps, Yard Trimmings and Wood per week must participate as of April 1, 2016. Businesses generating four (4) or more cubic yards of Food Scraps, Yard Trimmings and Wood per week must participate on or before January 1, 2017. All businesses generating two (2) or more cubic yards per week of MSW must participate as of January 1, 2020. AB 1826 further required all Multi-Family complexes of five (5) or more units to participate in a diversion program for Yard Trimmings and Wood as of April 1, 2016.

5. In 2016, SB 1383 was approved and signed into law amending the Act and amending sections of the California Health and Safety Code. SB 1383 required that by January 1, 2028, the State Air Resources Board approve and begin implementing a statewide strategy to reduce emissions of short-lived climate pollutants to achieve a reduction in methane by forty percent (40%), hydrofluorocarbon gasses by forty percent (40%) and anthropogenic black carbon by fifty percent (50%) compared to 2013 levels.

This reduction is to be achieved by 2030. In service of this reduction strategy, SB 1383 established a statewide goal of a fifty percent (50%) reduction in the disposal of organic waste (as defined in the legislation) from the 2014 level by 2020, and a seventy-five percent (75%) reduction from the 2014 level by 2025. SB 1383 further requires that a minimum of twenty percent (20%) of the reduction in disposal of organic waste by 2025 be comprised of edible Food Scraps Diverted for human consumption. CalRecycle developed SB 1383 regulations which were approved by the Office of Administrative Law

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in 2020 and codified in the California Code of Regulations (“CCR”) Title 14, Division 7, Chapter 12, “Short-Lived Climate Pollutants”.

6. In 2022, SB 54 the “Plastic Pollution Prevention and Packaging Producer Responsibility Act” was approved and signed into law amending the Act. SB 54 requires that by January 1, 2032, all single-use packaging and plastic single-use food service ware (“covered materials”) offered for sale, distributed or imported into the state, be recyclable or compostable as defined by the Act. SB 54 requires the following recycling rates be achieved statewide for covered materials: thirty percent (30%) by January 1, 2028; forty percent (40%) by January 1, 2030; and sixty-five percent (65%) by January 1, 2032. SB 54 provides for funding to local governments to offset the costs of this recycling and monitoring effort. SB 54 requires that CalRecycle promulgate final regulations to implement all aspects of the legislation by January 1, 2025. Local government agencies have been notified to begin tracking estimated and actual costs for compliance with SB 54 from 2023 onward, and to be prepared to submit such costs to CalRecycle by the dates specified by the statue and the final regulations.

7. City’s existing agreement with Arakelian Enterprises, Inc., DBA Athens Services was entered into on October 1. 2003 and has been amended four times, most recently in October 2023. The existing agreement expires December 31, 2025, unless earlier terminated by either party.

8. On February 24, 2022 the City received a letter from CalRecycle notifying the City it was deficient in implementing the mandatory commercial organics recycling (MORe) Program required by AB 1826. If the City did not submit an action plan with milestone dates for correcting the deficiency, the City would receive notification from the

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Jurisdiction Compliance Unit indicating the start of consideration of a compliance order.

On March 22, 2022 the City responded with a letter to CalRecycle stating that it was in the process of negotiating a new or amended contract with Athens Services which it planned to complete by May 31, 2022. The City continued to communicate with CalRecycle on the status of the negotiations and on diversion program implementation for SB 1383.

9. Pursuant to the terms in the Fourth Amendment to the agreement, City entered into exclusive negotiations with Athens Services in late 2023 to attempt to reach mutually agreeable terms and rates for a new or amended agreement for recycling and solid waste services. After fourteen months of negotiations, the City and Athens Services were unable to reach an agreement. On February 28, 2025 the San Marino City Council authorized the issuance of a Request for Proposals for solid waste and recycling services.

10. Also on February 28, 2025, at the request of Athens Services, the City Council appointed a two-person Ad Hoc Committee to meet a final time to attempt to reach mutually agreeable terms and rates for a new or amended contract. The Ad Hoc Committee met with Athens Services on March 18, 2025 to discuss terms and rates. The parties were unable to reach agreement on terms and rates.

11. On March 24, 2025 the City received a letter from Athens Services stating the company was exercising its right, pursuant to the Fourth Amendment to the agreement, to terminate the existing contract as of May 30, 2025.

11. Through its existing contract with Athens Services, City has implemented Residential, Multi-Family and Commercial Recycling and Diversion programs for

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Recyclable Materials, Yard Trimmings, Food Scraps and Edible Food at some generators. City wishes to arrange for the operation, expansion and enhancement of its existing Recycling and Diversion programs and implementation of new comprehensive Recycling and other Diversion programs for Single and Multi-Family Residential Premises, Commercial and Business Establishments and other operations in the City, which entails the Collection of Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris and other materials and the delivery of these materials for processing and Diversion at Processing Facilities. These Recycling, Composting and other Diversion programs are integral and important components of the City’s strategy for complying with the Act, including compliance with AB 1826 and SB 1383 requirements, and are, therefore, of paramount importance to the City. Due to the complexity and specificity of the SB 1383 regulations, new contracts for solid waste and recycling services must contain very detailed and specific performance requirements, metrics to measure performance, and detailed reporting requirements to enable the City to comply with the SB 1383 regulations.

9. City issued a Request for Proposals on April 11, 2025 and four proposals were received on May 6, 2025. The City has evaluated the proposals submitted and has determined that the Contractor has proposed to provide such services in a manner and on terms which are in the best interests of the City, its residents and businesses, taking into account the qualifications and experience of the Contractor, the financial capability of the Contractor, the Contractor’s demonstrated commitment to Recycling and Diversion of materials from Disposal, and the cost of providing such services.

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NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the parties agree as follows:

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AGREEMENT

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ARTICLE 1: DEFINITIONS

1.01 Definitions. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the definitions contained in Attachment A.

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ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF

CONTRACTOR

2.01 Legal Status. Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is qualified to do business in the State of California.

2.02 Authority. Contractor has the authority to enter into and perform its obligations under this Agreement. Contractor has taken all actions required by law, or otherwise to authorize the execution of this Agreement.

2.03 Agreement Duly Executed. The Persons signing this Agreement on behalf of Contractor have been authorized to do so, and this Agreement constitutes a legal, valid and binding obligation of Contractor.

2.04 No Conflict with Applicable Law or Other Documents. Neither the execution and delivery by Contractor of this Agreement, nor the performance by Contractor of its obligations hereunder: (i) conflicts with, violates or will result in a violation of any Applicable Laws, as of the Effective Date; or (ii) conflicts with, violates or will result in a breach or default under any term or condition of any existing judgment, order or decree of any court, administrative agency or other governmental authority, or of any existing contract or instrument to which Contractor is a party, or by which Contractor is bound.

2.05 No Litigation. There is no action, suit, proceeding, or investigation at law or in equity, before or by any court or governmental entity, pending or threatened against Contractor, or otherwise affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would materially adversely affect Contractor’s performance hereunder, or which, in any way, would adversely affect the

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validity or enforceability of this Agreement, or which would have a material adverse effect on the financial condition of Contractor.

2.06 Financial Condition. Contractor has made available to City information on its financial condition. City has relied on this information in evaluating the sufficiency of Contractor’s financial resources to perform this Agreement. To the best of Contractor’s knowledge, this information is complete and accurate, does not contain any material misstatement of fact and does not omit any fact necessary to prevent the information provided from being materially misleading.

2.07 Expertise. Contractor has the expertise and professional and technical capability to perform all of its obligations under this Agreement.

2.08 Contractor’s Investigation. Contractor has made an independent investigation and analysis, the results of which are satisfactory to Contractor, of the conditions and circumstances surrounding the Agreement, its content and preparation, and the work to be performed by Contractor under the Agreement. The Agreement accurately and fairly represents the intentions of Contractor, and Contractor enters into this Agreement on the basis of that independent investigation and analysis.

2.09 Statements and Information in Proposal. The Proposal submitted to City and information submitted to City supplementary thereto, does not contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading. Contractor’s Proposal is attached hereto as Attachment Y. To the extent that Contractor’s Proposal includes promises to perform services in addition to, or at a

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higher standard of service than those required by the Request for Proposals, those promises are incorporated into this Agreement and Contractor hereby ratifies its agreement to perform as promised.

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ARTICLE 3: TERM OF AGREEMENT

3.01 Effective Date. The Effective Date of this Agreement shall be May __, 2025.

3.02 Term. The Term of this Agreement shall commence on the Effective Date and shall end at midnight on June 30, 2035, unless earlier terminated. Contractor’s obligation to collect MSW, Recyclable Materials, Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source-Separated Yard Trimmings and other materials shall begin on May 31, 2025 at 12:01 a.m.

3.03 Conditions to Effectiveness of Agreement.

3.03.A Obligation of City to Perform. The obligation of the City to perform under this Agreement is subject to satisfaction, on or before the Effective Date, of each of the conditions set out below, each of which may be waived in whole or in part by City:

3.03.A.1 Accuracy of Representations. The representations and warranties made by Contractor in Article 2 of this Agreement shall be true and correct on and as of the Effective Date.

3.03.A.2 Absence of Litigation. There shall be no litigation pending on the Effective Date in any court challenging the execution of this Agreement or seeking to restrain or enjoin its performance.

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3.03.A.3 Furnishing of Bond. Contractor has furnished the performance bond required by Section 13.03 which meets the requirements of that section.

3.03.A.4 Furnishing of Evidence of Insurance. Contractor has furnished satisfactory evidence of insurance required by Section

13.02. 3.03.A.5 Effectiveness of City’s Approval. The approval of this Agreement by City shall have become effective, pursuant to California law, on or before the Effective Date.

3.03.A.6 Reimbursement of City Procurement Costs. Concurrent with executing this Agreement, Contractor shall have paid to City the sum of Two hundred twenty-five thousand dollars ($225,000) to reimburse City for its costs for conducting the competitive procurement process for this Agreement.

City may waive the satisfaction of the conditions described in Section 3.03.A.3 and Section 3.03.A.4, allow this Agreement to become effective, and exercise its rights and remedies under this Agreement for Contractor’s failure to furnish the bond or the evidence of insurance.

3.03.B Obligation of Contractor to Perform. The obligation of Contractor to perform under this Agreement is subject to the satisfaction on or before the Effective Date

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of both of the conditions set forth below, each of which may be waived in whole or in part by Contractor.

3.03.B.1 Absence of Litigation. There shall be no litigation pending on the Effective Date in any court challenging the execution of this Agreement, or seeking to enjoin its performance.

3.03.B.2 Effectiveness of City's Approval. The approval of this Agreement by the City shall have become effective, pursuant to California law.

3.03.C Notice. If either party wishes to assert that a condition for its benefit has not been satisfied and has not been waived, it must deliver written notice to that effect to the other party prior to the Effective Date. If no such notice is received, the Agreement will become effective on the Effective Date. Each party is obligated to perform in good faith the actions, if any, which this Agreement requires it to perform before the Effective Date and to cooperate towards the satisfaction of the conditions set forth above.

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ARTICLE 4. EXCLUSIONS FROM SCOPE OF WORK

4.01 Exclusions From Scope of Work. Contractor shall perform the work described in Article 5, Attachment B “Scope of Work” and all other tasks described in the Agreement.

The scope of work to be performed by Contractor shall exclude all of the following and Contractor hereby agrees that City may permit the Collection, Transportation, Recycling, Processing, Composting, Diversion and/or Disposal of the following materials generated from Premises in City including, all of the following materials without seeking or securing any approval of Contractor:

A. Recyclable Materials which are separated by the Customer and donated or sold to youth, civic, or charitable organizations or any other Person; B. MSW, Recyclable Materials, Food Scraps and/or Yard Trimmings generated at, and removed from, any Premises by the property owner or occupant and self-hauled by the property owner or occupant (or by his or her full-time employees) to a Processing Facility or to a Disposal Facility;
C. Food Scraps and/or Yard Trimmings which are generated at, and removed from, any Premises by the property owner or occupant and which are transported by the property owner or occupant (or by his or her full-time employees) and

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Composted at a Processing Facility a Community Composting Site and/or a community garden;
D. Food Scraps and/or Yard Trimmings which are Composted on-site by the property owner or occupant using an outdoor composting method, an in-vessel composting method, vermicomposting and/or a Compost Appliance.

E. Recyclable Materials which are generated at, and removed from, any Premises by the property owner or occupant and which are transported by the property owner or occupant (or by his or her full-time employees) to a permitted Recycling drop off or buy-back center or to a Processing Facility;
F. Edible Food for Human Consumption that is Collected by any Person.

G. Food Scraps that are separated by the Customer for use as Edible Food for Human Consumption and are donated, sold or the Customer pays for Collection and delivery of the Food Scraps to food banks, shelters, churches, civic organizations, schools, individuals or any Person for human consumption.

H. Food Scraps that are separated by the Customer and are donated, sold or the Customer pays for Collection and/or delivery and/or use of the Food Scraps by a third party for (i) use as animal feed; and/or (ii) for use in making new food products for human consumption and/or for Composting at a local third-party community Compost program, Community Compost Site, a community garden, or other similar facility.

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I. Glass, plastic, and/or aluminum beverage containers and all other containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act, Section 14500, et seq., of the California Public Resources Code; J. Construction and Demolition Debris self-hauled by a Person or a Person’s employees from a Premises that is owned or controlled by such Person, including a tenant of residential or commercial property.

K. Yard Trimmings removed from a Residential, Commercial, or any other Premises by a gardening, landscaping or tree trimming company utilizing its own equipment as an incidental part of a total service offered by the company rather than as a hauling service;
K The casual or emergency Collection and Disposal of MSW by City employees in the normal course of their employment;
L. Hazardous Waste, regardless of the source; and
M. MSW removed from a Premises by cleanup and junk removal services, and who: (a) hauls only the MSW which the cleanup service cleans up and no other MSW; (b) performs cleanup services such as removing junk from Residential and Commercial Premises; (c) uses its own vehicle(s) to haul the MSW which the cleanup service cleans up; and (d) does not use a Bin, Roll Off Box or other Container, whether or not such Bin, Roll Off Box or Container is left at the cleanup site, to accomplish the cleanup, Collection or transportation of the MSW.

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N. Construction and Demolition Debris Collected and/or hauled by another entity, company, or Person holding the required permits, licenses and/or other approvals of City.

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ARTICLE 5: COLLECTION OF MUNICIPAL SOLID WASTE

RECYCLABLE MATERIALS, FOOD SCRAPS, YARD TRIMMINGS,

CONSTRUCTION AND DEMOLITION DEBRIS, AND OTHER

MATERIALS

5.01 Scope of Work – General. Except as otherwise provided herein, Contractor shall (a) collect Co-Collected Municipal Solid Waste and Recyclable Materials generated at Residential Single Family Dwellings, Residential Estates, any future Multi-Family Dwellings, Commercial and Business Establishments (including City facilities) and Special Events within the City and deliver it to the Grand Central Recycling and Transfer Station Site approved by City, and (b) collect Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Construction and Demolition Debris and other items specified in Attachment B placed for Collection by Residential Single Family Customers, Residential Estate Customers, Multi-Family Dwelling Customers, Commercial and Business Establishments (including City facilities), and Special Events within the City and deliver each type of material to the Processing Facility designated by City. (Note: see the definitions of “Residential Single Family Dwelling”, “Residential Estate”, “Multi-Family” and “Commercial and Business Establishments” in Attachment A. For purposes of this Agreement, Multi-Family complexes with centralized Collection service are considered “Multi-Family Dwellings” and those with individual Cart Collection service are considered “Single Family Dwellings”.)
Notwithstanding the foregoing, the City does not guarantee that any particular type or quantity of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris or any other material will be available for Collection

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at any time during the Term of this Agreement. Contractor acknowledges that the City does not control the content of the waste stream generated within the City. Contractor further acknowledges that future changes in laws, regulations, packaging, the economy, consumption of goods, geopolitical conditions, and/or technology may affect the type and quantity of material that will be available for Collection by Contractor, and agrees that it will not be entitled to any cost or rate increases or other compensation of any kind due to such changes in the types and quantities of materials available for Collection. The City shall have no obligation to affirmatively defend Contractor’s rights granted under this Agreement, but shall reasonably cooperate with Contractor, at Contractor’s expense, in Contractor’s efforts to defend its rights.

The work to be done by Contractor includes the furnishing of all labor, supervision, equipment, materials, supplies, vehicles and equipment, storage and maintenance facilities, and all other items necessary to perform the services required under this Agreement in a thorough, workmanlike and efficient matter, so that Residents, businesses, and public and private institutions within the City are provided reliable, courteous and high-quality services at all times. The enumeration of, and specification of, requirements for particular items of labor or equipment shall not relieve Contractor of the duty to furnish all others that may be required, whether enumerated or not. In the event of a conflict between requirements in the Agreement and in the attachments to the Agreement, the decision of the City shall govern.

Contractor shall provide and perform all Collection services, Diversion Programs, Special Services, City services and Public Outreach and Education in accordance with

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Attachment B, whether or not such provisions are specifically referred to in any other section of this Agreement.

5.02 Growth and Changes in City During the Term. The parties acknowledge that changes to existing structures and new developments in the City may occur during the Term. Contractor shall provide all services described in this Agreement to all newly constructed and occupied Premises during the Term in accordance with rates in Attachment D in effect at the time the services are provided.

5.03 Contractor’s Plan for Interim Period and Contractor’s Implementation Plan.

The parties recognize that numerous tasks and activities must be accomplished by Contractor in order to initiate Collection operations in City on May 31, 2025 and to establish Customer accounts, billing, service levels, and respond to Customer questions and concerns. This will be followed by acquisition of new Containers and new vehicles which will then be deployed during the Interim Period. This includes providing a TwoStream system with all Customers being provided Co-collected MSW and Recyclable Materials Containers (Grey Container) and Co-collected Food Scraps/Yard Trimmings Containers (Green Container). Contractor has prepared “Contractor’s Plan for Interim Period” (which is Attachment H to the Agreement) showing the key tasks, activities and milestones to be accomplished during the Interim Period.

In addition, substantial and detailed planning and preparation will be required to ensure that all Diversion programs are Fully Implemented at all Customers, Public Education and Information is distributed, characterizations are commenced, and all other requirements in the Agreement including Attachment B are being completed during the period January

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1, 2027 through December 31, 2028. To that end, Contractor has prepared the detailed Implementation Plan in Attachment C.

Contractor shall diligently adhere to both Contractor’s Plan for Interim Period and the Implementation Plan and shall meet periodically, whenever City requests, to review its progress. Failure to adhere to Contractor’s Plan for Interim Period and to the Implementation Plan, including the schedules therein, shall constitute a material breach of this Agreement, which, if uncured, shall constitute a default under Section 15.01.

With regard to any specific plans and other materials required to be submitted to City for review and approval in either Contractor’s Plan for Interim Period or in the Implementation Plan, City will endeavor to take actions, make decisions, and provide directions to Contractor in accordance with the schedule and time allowances set forth in Attachments H and C, so as not to delay Contractor’s adherence to the schedules in said plans.

5.04 Residential Collection Services. Contractor shall Co-collect all MSW and Recyclable Materials, and Co-collect all Food Scraps and Yard Trimmings generated at Residential Single Family Dwellings within the City and placed for Collection at backyard/sideyard locations by Customers. Contractor shall Collect the same materials from Residential Estates within the City. Said materials shall be collected from Residential Single Family Dwellings and Residential Estates Premises at the frequencies and in the manner described in Attachment B, Section 2. Tonnage of each type of materials (Co-collected MSW and Recyclable Materials, and Co-collected Food Scraps/Yard Trimmings) Collected from Estates shall be recorded by material type and

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weight and reported separately from Single Family Residential, Multi-Family or Commercial Tons.

5.05 Commercial/Business Collection Services. Contractor shall Co-collect all MSW and Recyclable Materials, and Co-collect all Food Scraps and Yard Trimmings generated at Commercial and Business Establishments within the City and placed for Collection.

Said materials shall be collected from such Premises at the frequencies and in the manner described in Attachment B, Section 3.

5.06 Collection Services at City-Sponsored Special Events. Contractor shall Cocollect all MSW and Recyclable Materials and Collect all Food Scraps generated, at up to twenty (20) City-sponsored Special Events per calendar year during the Term at no charge to the City as described in Section 4 of Attachment B.

5.07 Other Services and Special Services.

5.07.A Other Services. Contractor shall provide other Collection services as requested by Customers in the City on an on-call basis, including Bin, Roll Off Box and Compactor service described in Attachment B, Section 3.

5.07.B Collection of MSW and Divertible Materials at Non-City Sponsored Special Events. Contractor shall also provide Containers and Collection service for the Co-collection of MSW and Recyclable Materials and Collection of all Food Scraps at nonCity sponsored special events (whether for profit, non-profit or private gatherings) as described in Section 4 of Attachment B. Such services shall be provided at the rates in Attachment D.

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5.07.C Special Services. Contractor shall provide special services as described in Attachment B that include, but are not limited to:
• Bulky Goods Collections
• Special Events Collections
• Holiday Greenery Collection and Recycling
• Community Shredding Events
• Compost Giveaway Events

5.08 Hours of Collection. Collection of Co-collected MSW and Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, SourceSeparated Yard Trimmings, Construction and Demolition Debris, and all other Collection operations may occur only within the hours authorized by the City. Contractor may not conduct Collection operations earlier than 7:00 a.m. local time or later than 6:00 p.m. for Single Family, Estate and Multi-Family Dwellings, and no earlier than 7:00 a.m. local time or later than 6:00 p.m. for Commercial and Business Establishments. The City Manager or his/her designee, if requested by Contractor, may grant temporary site and routespecific exceptions. At the sole discretion of the City Manager, Contractor shall adjust the early morning start point of Collection routes to address and minimize Customer complaints, when warranted. The decision of the City Manager or his/her designee shall be final.

Contractor shall not conduct any Residential, Commercial, permanent or temporary Roll Off Collections or any other Collections on the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and

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Christmas Day. No Collections shall occur on Saturdays for Single Family and MultiFamily Dwellings except for missed pick-up service and for a holiday that falls on a preceding Friday. When a holiday falls on a weekday, Collection service will be performed on the following day. For example, if a holiday falls on a Monday, service scheduled for Monday will be provided on Tuesday, service scheduled for Tuesday on Wednesday and so on. If a holiday falls on a Saturday, service will be provided the following Monday.

Commercial Collections may occur all seven (7) days of the week.

Contractor shall coordinate with the City Manager or his or her designee to ensure that the Co-Collection of MSW and Recyclable Materials, and Co-Collection of Food Scraps/Yard Trimmings, and Construction and Demolition Debris is compatible with, and does not interfere with, City’s street sweeping operations.

5.09 Collection Standards.

5.09.A Care of Property. Contractor shall use due care when handling MSW/ Recycling, and Food Scrap/Yard Trimmings Carts and Bins. Carts shall not be thrown from trucks, roughly handled, damaged or broken. Containers shall be returned to the Collection point upright, with lids properly closed.

Contractor shall ensure that its employees close all gates opened by them in making Collections, unless otherwise directed by the Customer, and avoid crossing landscaped areas and climbing or jumping over flower beds, hedges, fences, and other building appurtenances.

City shall refer complaints about damage to private property, including common areas in common-area subdivisions, and common areas and parking areas in

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Multi-Family Dwellings to Contractor. Contractor shall promptly and at its sole expense repair, or arrange for the repair of, all damage to private property caused by its employees, including but not limited to vehicles, overhangs, carports, streets, curbs, sidewalks, driveways and paved areas.

5.09.B Noise. All Collection operations shall be conducted as quietly as possible and shall conform to City noise level regulations. The noise level during the stationary compaction process shall not exceed 75 decibels at a distance of 25 feet from the Collection vehicle measured at an elevation of five (5) feet above ground level using the “A” scale of the standard sound level meter at slow response. Contractor shall test all Collection vehicles used in City annually during the months of June and July beginning June of 2027 and shall submit to City a certificate of vehicle noise testing by an independent testing facility showing the results of the tests. The City may also conduct random checks of noise emission levels to ensure such compliance.

5.09.C Private and Public Streets. Contractor shall use its best efforts to prevent damage to all streets (public and private) over which its Collection equipment may be operated, and Contractor shall obtain all required approvals for operation of its Collection vehicles on private streets. In the event Contractor damages public streets (including but not limited to creation of potholes, holes in asphalt, damage to sidewalks, curbs, gutters and storm drains), including, but not limited to, damage caused by Contractor operating vehicles in violation of requirements in this Agreement, City will notify Contractor and Contractor shall be responsible for the City’s costs of repairing the damage, which will be performed by City. Contractor shall comply with all requirements for placement of

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Containers, including Roll Off Boxes, in the public right of way, including compliance with encroachment permits pursuant to the City’s Municipal Code.

Contractor shall use all available industry best practices to prevent spills of fuel and fluids (such as oil, hydraulic fluid, brake fluid, etc.) on streets; including, but not limited to, installation of a hydraulic fluid pressure monitoring system on all new Collection vehicles as described in Section 8.03.M. A liquid spill kit shall also be carried at all times on each Collection vehicle. If such a spill occurs, Contractor shall immediately notify the City (including the Director of Public Works or his/her designee and the City’s NPDES Coordinator) and all proper regulatory authorities of said spill and release of fluids. Upon a release of such fluids, the driver shall immediately park the vehicle and it shall remain parked until the leak is repaired. In such event Contractor shall not park the leaking vehicle within two hundred (200) feet of a waterway or storm drain and shall utilize absorbent material, sand bags, “socks” and/or other appropriate means to prevent leaking fluids from entering storm drains. In the event of any type of spill or other emergency, Contractor shall be responsible for securing the immediate safety of the vehicle driver, all other employees of Contractor and all persons and property in the surrounding vicinity.

Contractor shall clean, at Contractor’s expense, the spilled fluids in coordination with, and to the satisfaction of, City and applicable regulatory agencies.

As of the Effective Date, Contractor shall initiate and provide continuous (at least monthly) training of all collection employees, route supervisors, dispatch personnel and all management employees in the proper handling of any leaked liquid or spills to prevent such liquids and/or spills from entering storm drains, waterways or otherwise creating

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environmental damage or any damage to Persons, property, wildlife, animals, vegetation, the ocean, waterways, or releases to the atmosphere. Such trainings shall include a simulation of a spill with employees physically performing the appropriate actions and activities to contain spilled fluid(s) and notify the City and all appropriate regulatory agencies, at least one (1) time each year. Contractor shall provide a quarterly report to City on the trainings held with each employee group including the topics covered, and the employees or third parties that provided each training, as further described in Section

11.03. 5.09.D Customer Privacy. Contractor shall strictly observe and protect the rights of privacy of Customers. Information identifying the contents and composition of a Customer’s MSW/Recyclable Materials, Food Scraps/Yard Trimmings, SourceSeparated Food Scraps, Source-Separated Yard Trimmings or Construction and Demolition Debris shall not be revealed to any Person, governmental unit, private agency or company (other than photographs, video, and other information required to be submitted to City pursuant to this Agreement; required to be submitted to CalRecycle; and photographs, video and other information required to be submitted to a regulatory agency in connection with a spill described in Section 5.09.C), unless authorized by the Customer or by any Applicable Laws. This includes, but is not limited to, data, written information or descriptions, notes, photographs, video footage, GIS data identifying Customer, Customer’s address, location, Contamination identified in Customer’s Containers, other materials identified in Customer’s Containers and other information on the contents of Customer’s MSW/Recyclable Materials, Yard Trimmings/Food Scraps or Construction and Demolition Debris Containers obtained through on-site observations,

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aerial photography, GIS systems, satellite photographs or video, drone photographs or video, conversations with Customers, and documents received by Contractor from Customers. In the event one (1) or more employees remove documents or any other material from Customer Containers, other than specifically for the purposes of (a) an onsite field audit or characterization, (b) transferring overflowing materials from one Container to another Container, or (c) for Collecting, Disposing of, or Diverting the materials as described in this Agreement, Contractor shall assign a different employee(s) to perform the work in the City.

This provision shall not be construed to prohibit Contractor from (i) preparing, participating in, or assisting in the preparation of characterization studies, and waste stream analyses of MSW and Divertible Materials that may be required by the Act or requested by City; (ii) performing the characterizations required pursuant to Article 11 and Attachment N of this Agreement; (iii) taking photos and/or video of Contamination in Containers or of overfilled, blocked or otherwise uncollectable Containers, or of Uncontainerized materials; (iv) providing information necessary for City to comply with the Act and SB 1383; and (v) providing information requested by police, sheriff, public safety or other law enforcement; or to obtain information required to be submitted to City in order for City to exercise its police powers and enforce City’s Municipal Code.

Contractor shall not market or distribute customer data, information or mailing lists to any party except where required by the provisions of this Agreement, and additionally, Contractor shall make available customer mailing lists to the City upon request.

5.10 Litter Abatement.

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5.10.A Minimization and Cleanup of Dropped, Scattered or Blown Materials.

Contractor shall use due care to prevent MSW/Recyclables, Food Scraps/Yard Trimmings, and Construction and Demolition Debris from being dropped, scattered or blown during the Collection or transportation process. Contractor shall tarp all open Roll Off Boxes while transporting the Box. If any MSW/Recyclables, Yard Trimmings/Food Scraps, Wood, or Construction and Demolition Debris is dropped, scattered or blown out of a vehicle or Roll Off Box, Contractor shall promptly clean up all such materials whether on private or public property. Each Collection vehicle shall carry all industry-standard equipment for this purpose. Failure to clean up all dropped, scattered, or blown materials within four (4) hours of notification of the existence of dropped, scattered or blown materials or litter resulting from Collection operations reported by a Customer, the City, or any other Person (when reported during regular business hours) shall result in the assessment of liquidated damages as described in Section 15.09.

Contractor shall not transfer loads from one vehicle to another on any public street or private roadway, unless it is necessary to do so because of mechanical failure or damage to a Collection vehicle that renders it inoperable, and the vehicle cannot be towed.

5.10.B Clean Up of Existing Litter. The Contractor shall clean up existing litter in the immediate vicinity of any MSW, Recyclable Materials, Food Scrap, or Yard Trimmings Collection area (including enclosures and in all areas on private and public property where Containers are delivered for Collection) whether or not Contractor has caused the litter. Contractor shall notify the Customer and the City after the second occurrence of existing litter and shall send City a photograph of the littered area. City’s

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Code Enforcement Officer, or other City representative, and Contractor’s Recycling Coordinator will make an on-site inspection to discuss the situation with the Authorized Customer Representative responsible for the property. If the litter and debris is being caused by illegal dumping, the City and Contractor’s City Day-to-day contact person will work with the Authorized Customer Representative. Contractor shall recommend options to the Customer including but not limited to, using locked enclosures and/or Bins with locking lids to prevent entry. Upon Customer request, Contractor shall provide Bins with locking lids. If the cause of the litter is under-subscription to the Collection service, the City and Contractor’s City Day-to-Day contact person will work with the Authorized Customer Representative to identify options for solving the problem including Diversion of more Divertible Materials, source reduction, flattening cardboard boxes, and other options. In the event Contractor recommends a change in the size of Container(s) and/or the frequency of service, and the Customer objects, the City shall determine the appropriate resolution. The decision of the City shall be final.

5.10.C Clean Up of Illegal Dumping. Contractor shall respond to all calls from City regarding spilled or illegally dumped MSW, Yard Trimmings, Wood, Food Scraps, Recyclable Materials, Electronic Waste, U-Waste and/or Bulky Items that are identified in locations other than Customer MSW enclosures (such as empty parking lots, on City streets, sidewalks, etc.) during regular business hours Monday through Friday.

Contractor shall collect and deliver such material to the City designated Disposal Facility (or, in the case of Recyclable Materials, Yard Trimmings, Wood, concrete, asphalt or other inert materials, to the City-designated MRF, Compost Facility, or Construction and Demolition Debris Processing Facility; and in the case of Electronic and Universal Waste,

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to a fully-permitted, City-Approved Processing Facility). Contractor shall utilize appropriate vehicles, equipment and labor to accomplish Collection of illegally dumped materials in a safe and timely manner in accordance with all Applicable Laws.

5.10.D Covering of Loads. Contractor shall place covers on all open Roll Off Box Containers and transfer trucks during transport to the Disposal facility, Materials Recovery Facility, Compost Facility, Construction and Demolition Debris Processing Facility and all other Processing Facilities.

5.10.E Overfilled Carts and Bins. Contractor shall not charge Customers any extra fee or charge for Overfilled Bins or Overfilled Carts. In no event shall Contractor force, coerce, pressure, threaten, or require a Customer to increase the frequency of their service or subscribe to a larger size Container due to Overfilled Carts and/or Overfilled Bins. If Overfilled Carts and/or Bin(s) are a chronic problem and Contractor has photodocumentation of at least two (2) events of Overfilled Carts and/or Bins within a thirty (30) day period, Contractor shall work with the Customer(s) to develop options for a solution, which may include flattening boxes, increasing Diversion of Divertible Materials, source reduction and other options. Contractor shall report the incidents and the results of working with the Customer to the City in the monthly reports.

In the event Contractor encounters an overweight temporary clean up Bin that cannot be safely lifted and emptied into Contractor’s Collection vehicle, Contractor may charge the Customer the ‘cleanup Bin overweight charge’ listed in Attachment D. This charge applies only to temporary cleanup Bins.

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5.10.F Compactor and Roll Off Box Overages. Roll Off Box Overweight Charges.

Contractor may charge the Compactor and Roll Off Box per Ton overage fees listed in Attachment D for Compactors and Roll Off Boxes that exceed the maximum allowable weight for Collection and/or exceed the California maximum legal highway weight limits.

Contractor may charge the overweight Roll Off fee listed in Attachment D if a special vehicle is needed to haul the contents of a Roll Off Box that weighs in excess of ten (10) Tons loaded weight. The overweight Roll Off fee may be charged in addition to the standard Roll Off rate in Attachment D.

5.11 Hazardous Waste

5.11.A General. Contractor shall be aware of, and comply with, all laws, rules, and regulations relating to the handling and transportation of Hazardous Waste, including those requiring training and documentation. Contractor shall implement a Hazardous Waste exclusion program that includes, at a minimum, a visual check of all Containers Collected to protect against Collection of Hazardous Waste. Said visual check may occur at the time of Collection and/or at the time the load is dumped at the Disposal site or Processing Facility. If Contractor observes any substances that it believes to contain Hazardous Waste within the City, including but not limited to in Containers designed for MSW, Yard Trimmings, Wood, Food Scraps, Recyclable Materials or Construction and Demolition Debris, Contractor shall not collect such Hazardous Waste but shall immediately notify the appropriate regulatory agencies and the City. The preceding

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sentence shall not apply to prevent Contractor’s Collection of Bulky Goods (i.e. refrigerators) that contain Freon, in accordance with Applicable Laws.

In addition to other required notifications, if Contractor observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Waste unlawfully disposed of or released on private property or on public property, including, but not limited to, storm drains, streets, or other public rights of way, Contractor shall notify City Manager, or the City Manager’s designee immediately.

5.11.B Notice to Customers. Contractor shall notify all Customers at least once each year with a mailing separate from other notices and brochures, of: (i) the prohibition against the Disposal of Hazardous Waste in authorized Containers, Bins, Carts, Compactors or Roll-off Boxes; and (ii) the obligation of each Customer to provide for the proper handling and disposition of Hazardous Waste. To the extent that Contractor has actual knowledge of the existence of such Hazardous Waste in a Container placed for Collection, Contractor shall not collect such Container. Contractor shall, prior to leaving the location where such Hazardous Waste has been observed, leave a tag at least 2” x 6” that informs the customer why the Collection was not made and lists the telephone number for the appropriate local agencies to contact for proper disposal of the Hazardous Waste.

5.11.C Contractor to Segregate and Dispose. In the event Contractor inadvertently collects any Hazardous Waste, and during the course of transportation and disposition at a Disposal Facility, Materials Recovery Facility, Compost Facility, Construction and Demolition Debris Processing Facility or other Processing Facility, and

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becomes aware that it has collected such Hazardous Waste, Contractor shall segregate the Hazardous Waste, and shall arrange for its transport and Disposal to a properly permitted Recycling, treatment or disposal facility of Contractor’s choosing at Contractor’s sole expense. Contractor shall be solely responsible for the transport and disposition of all Hazardous Waste that is collected by Contractor. City will cooperate with Contractor’s attempts to locate and collect the costs of such transport and disposition from the responsible Customer.

5.11.D Operating Procedures and Employee Training. Contractor shall establish, implement and maintain written operating procedures designed to ensure Contractor’s utilization of techniques generally accepted in the recycling and waste hauling industry for cities of the size and nature of the City of San Marino to handle and dispose of Hazardous Waste and its compliance with the provisions of this Agreement and all applicable laws, rules, and regulations. Contractor shall establish, implement and maintain an employee training program and shall ensure that employees responsible for the identification of Hazardous Waste are fully trained to properly handle and dispose of Hazardous Waste. Contractor shall maintain documentation that describes the training received by its employees.

5.11.E Hazardous Waste Diversion Records. Contractor shall maintain records showing the types and quantities, if any, of Hazardous Waste found in MSW, Recyclable Materials, Yard Trimmings, Wood, Food Scraps, and/or Construction and Demolition Debris at Residential Single Family Dwellings, Residential Estates, Commercial and Business Establishments, and at Construction and Demolition sites and which was

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inadvertently collected from Customers within the City, but discovered and segregated at (a) the point of Collection, (b) at a Processing Facility, or (c) at a Disposal Site. Said records shall include the ultimate disposition of the Hazardous Waste. A summary of said records shall be provided to City with each monthly report submitted by Contractor pursuant to Section 11.03 and Attachment K. The complete records shall be maintained by Contractor in written or electronic format for the duration of the Term.

5.12 City's Right to Change Scope of Work. The City shall have the unilateral right, without amending this Agreement, to direct Contractor in writing to cease performing one or more of the services described in this Agreement, may direct Contractor to modify the scope of one or more of such services, may direct Contractor to perform additional Collection services and/or processing services, and may similarly modify Contractor’s obligations under any provisions of this Agreement. This Section 5.12 shall not be interpreted to mean that Contractor may request changes. This Section 5.12 applies only to changes directed by the City during the Term.

The changes that City may direct include, but are not limited to, program expansions, new Diversion Programs to comply with the Act, modifying or stopping certain Diversion programs and/or specified portions of programs, change of Processing Facility, providing pilot programs and innovative services which may entail new Collection methods, different types of services, equipment and/or new requirements for Customers, new technology, and compliance with new laws, rules, and regulations.

If such changes cause an increase or decrease in the cost of performing the services, an appropriate adjustment in the rates set forth in Attachment D will be made

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as provided in Section 14.07. Contractor shall continue to perform the new or changed service while the appropriate adjustment in the rates, if any, is being determined.

Notwithstanding, the foregoing, the City is selecting Contractor’s method of twostream residential and commercial collection service, pursuant to 14 CFR Section 18984.2. Contractor will be utilizing its Grand Central Recycling and Transfer Station for processing the City’s materials from the two-stream collection system. Grand Central Recycling and Transfer Station has been designated by CalRecycle as a High Diversion Organic Waste Processing Facility (HDOWPF), pursuant to 14 CFR Section 18982(a)(33). The two-stream rates included in Contractor’s proposal will be Attachment D-2 to the contract. If Contractor’s Grand Central Recycling and Transfer Station fails to be redesignated by CalRecycle as an HDOWPF during the term, pursuant to 14 CFR Sections 18982(a)(33), 18815.5(d) and 18815.5(e), Contractor shall be required to implement and deploy a three-stream collection system (MSW – Grey Container, Recyclable Materials -- Blue Container, Food Scraps/Yard Trimmings – Green Container) at its own cost at the rates identified in Attachment D-3 no later than six (6) months from receipt of notice of failed designation from CalRecycle. The rates in Attachment D-3 will become effective at the time the three-stream collection system has been completely implemented and deployed for all Residential and Commercial Customers, which shall occur no later than six (6) months from receipt of notice of failed designation from CalRecycle. The three-stream rates identified in Attachment D-3 will be adjusted by PPI as described in Attachment J.

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5.13 Attendance At Meetings With City. Contractor shall attend monthly status meetings with City staff, representatives and agents beginning within one calendar week of the Effective Date of this Agreement. The date, time and location for meetings will be established by the City, in consultation with the Contractor. Contractor shall provide all necessary and appropriate personnel to attend each meeting such that the topics on the agenda can be addressed fully and completely. At the sole discretion of the City, additional meetings may be convened during the Term to continue to address issues not resolved at the monthly meetings and to address specific events, issues or concerns as needed by the City. Topics to be covered at the monthly meetings include progress on the Implementation Plan, progress toward the achievement of program implementation as described in Attachment B, Contamination levels in Customer Containers, results from waste characterizations as described in Attachment N, “trace back” of Contamination found in waste characterizations, review of implementation of all items in the Scope of Work, review of monthly reporting documents including the Red/Green Tracking Spreadsheets, and/or Scaleware, Zabble, SMART 1383 (or other similar software program) data and information, planning for upcoming Special Events, and any other items relevant to the accomplishment of all tasks and attainment of all performance standards contained in the Agreement.

5.14 Ownership of Municipal Solid Waste and Recyclable Materials. Ownership and the right to possession of all MSW, Co-collected Food Scraps/Yard Trimmings, SourceSeparated Food Scraps, Source-Separated Yard Trimmings, Construction and Demolition Debris and Recyclable Materials shall be deemed to transfer to Contractor from the Customer once such materials are placed in Containers and properly placed at

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the designated Collection location. At no time shall the City hold any right of ownership or possession of MSW, Yard Trimmings, Food Scraps, Recyclable Materials, Construction and Demolition Debris or Hazardous Waste placed for Collection and nothing in this Agreement shall be construed as giving rise to any inference that City has such rights.

5.15 Containers at City Facilities. Contractor shall, at no additional charge, provide Containers and Collection Service at the following locations: City Hall, City Yard, City Library, Community Center, the Old Mill, Stoneman Building, Lacy Park and Thurnher House, as described in Attachment B, Scope of Work, Section 4.

5.16 Contamination Warning Notice/Prohibition on Contamination Fees. Contractor shall follow the procedures described in Attachment B, Sections 2 and 3 “Procedure for Observation and Issuance of Contamination Notices to Customers” at any time a driver observes Contamination in a Container placed for Collection. Contractor is prohibited from charging any Customer, account and/or any Authorized Customer Representative a “Contamination fee”, or any type of charge or fee related to Contamination observed in any Container.

5.17 Proposals for New Diversion Programs.

Contractor shall, at no additional cost, within forty-five (45) days of each request by City, submit a written proposal on providing additional or expanded Diversion services.

The proposal shall contain a complete description of the following: (A) Collection methodology to be employed; (B) equipment to be used and staffing requirements by number and classification; (C) type of Container(s) to be used; (D)

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informational/promotional campaign; (E) projection of annual operating costs and revenues (if applicable), including documentation of and support for key assumptions underlying projections. In the event City decides to proceed with implementation of such additional and/or expanded Diversion service(s), the provisions of Section 5.12 of the Agreement shall apply.

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ARTICLE 6: TRANSPORTATION AND DISPOSAL OF MSW AND

PROCESSING OF RECYCLABLE MATERIALS

6.01 Transportation and Disposal of MSW. City-designated Disposal Site as of the Effective Date is: El Sobrante Landfill, 10910 Dawson Canyon Road, Corona, CA 91719.

If at any time during the Term, Contractor becomes aware that any City-designated Disposal Site is not properly permitted and in compliance with all Applicable Laws, including but not limited to Public Resources Code Sections 43000 through 44820, all regulations promulgated pursuant thereto, and all other applicable state and local laws and regulations, Contractor shall immediately notify City in writing of the specific issues, violations and all other information known to Contractor. In the event the City-designated Disposal Site becomes unavailable for Disposal of MSW from City due to lack of proper permits, and/or lack of compliance with Applicable Laws and/or for any other reason, Contractor shall assist City in identifying and researching possible alternate Disposal Sites and shall cooperate with City in switching to the alternate Disposal Site(s) identified by City. In such event, Contractor shall transport and deliver all MSW collected pursuant to the Agreement to such other Disposal site designated in writing by the City Manager or his/her designee, and the provisions of Sections 5.12 and Section 14.07 shall apply if the change in Disposal Site creates a change (either an increase or decrease) in the cost of transport or Disposal of MSW.

Contractor shall cooperate with the operator(s) of the City-approved Disposal Site with regard to operations therein, including by way of example, complying with directions from the operator to unload Collection vehicles in designated areas, accommodating to maintenance operations and construction of new facilities, complying with the operator’s

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Hazardous Waste exclusion program, and fully and transparently cooperating with the operator’s tonnage tracking system including reporting of allocation methods.

6.02 Transportation of Recyclable Materials and Food Scrap/Yard Trimmings for Processing. Contractor shall transport and deliver for processing all Recyclable Materials and Food Scraps/Yard Trimmings to Grand Central Recycling and Transfer Station, Inc., 999 Hatcher Avenue, City of Industry, CA 91748 which is the City-approved MRF and is a High Diversion Organic Waste Processing Facility.

6.03 Transportation of Yard Trimmings and Food Scraps. Contractor shall transport and deliver all Yard Trimmings, Food Scraps, Co-collected Yard Trimmings/Food Scraps and all Source-Separated Yard Trimmings to Recycled Wood Products – Ontario, 12762 S. Sultana Avenue, Ontario, CA 91761 which is the City-approved Yard Trimmings and Food Scrap Processing Facility.

6.04 Transportation of Source-Separated Food Scraps. Contractor shall transport and deliver all Source-Separated Food Scraps collected from Carts, Bins, Roll Off Boxes and Compactors pursuant to this Agreement to Anaergia Anaerobic Digester, 503 E. Santa Ana Avenue, Rialto, CA 92316 which is the City-approved Source-Separated Food Scrap Processing Facilities.

6.05 Transportation of Construction and Demolition Debris. Contractor shall transport and deliver all Construction and Demolition Debris collected from Bins and Roll Off Boxes pursuant to this Agreement to the CWS DLA MRF and Transfer Station, 3720

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W. Noakes Street, Los Angeles, CA 90023 which is the City-approved Construction and Demolition Debris Processing Facility.

6.06 City Right to Unilaterally Direct Change in Disposal or Processing Facility. City reserves the right to unilaterally direct a change in any of the Disposal or Processing Facilities described in this Article 6 for any reason, during the Term. In such event, City shall provide a minimum of six (6) months written notice to Contractor of the change. In such event, the provisions of Section 5.12 shall apply if changes in the designated Processing Facility result in increased mileage of more than ten (10) miles one way.

6.07 Designated Processing Facilities Unavailable. If any of the Processing Facilities described in Sections 6.02, 6.03, 6.04, and/or 6.05 become unavailable for use by the City during the Term, City may designate a new Processing Facility. The parties agree that a Processing Facility shall only be deemed to be “unavailable” if one or more of the following has occurred: (i) a Force Majeure event as described in Section 16.12 has occurred; or (ii) a Processing Facility has lost one or more permits to operate; or (iii) a Processing Facility has exhibited a pattern of violation through the receipt of repeated notices of violation from one or more regulatory agencies. Further, the parties agree that a Processing Facility shall only be deemed to be “unavailable” if the lack of availability of the Processing Facility is not due to Contractor’s negligence, illegal activity, neglect or willful misconduct. At City’s request, Contractor shall research and propose alternate Processing Facility(ies) for the material(s) requiring Processing, and shall submit a written analysis and recommendation to the City within five (5) working days concerning the cost for use of alternate facilities and any logistical changes that would be required to utilize such alternate facilities. City and Contractor will discuss the advantages and

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disadvantages of use of the potential alternate Processing Facilities and City will designate a selected facility. The decision of the City shall be final. In the event a Processing Facility becomes unavailable due to the negligence, illegal activity, neglect or willful misconduct of Contractor, Contractor shall bear all additional costs for use of an alternate Processing Facility including increased processing costs, transportation costs, transfer costs and all other costs for as long as said alternate Processing Facility is used for Processing of materials Collected in City. In the event that a Processing Facility has become unavailable and the cause is not due to the negligence, illegal activity, neglect or willful misconduct of Contractor, the rates charged by Contractor that are set forth in Attachment D shall be adjusted (up or down) as described in Sections 5.12 and 14.07.

6.08 Contractor Request for Change of Processing Facility. In the event Contractor proposes the use of a new or different Processing Facility than those currently in use, Contractor shall provide the City with a detailed description of the proposed facility including but not limited to, the location, owner and operator, current facility users, technical capacity, processing methodology, diversion capabilities, potential advantages to the City, cost of use of the facility including impacts of transportation costs and tipping fees, and shall provide copies of all permits for the facility. In presenting the costs for use of the proposed facility, Contractor shall provide the City with both basic cost information and with proposed revisions to the rates in Attachment D showing the breakdown of costs for Collection, processing, transportation and Disposal for each rate category (Residential Single Family Dwellings, Residential Estates, Commercial, Multi-Family and Roll Off) incorporating use of the proposed facility, as well as the total proposed rate change for each rate category incorporating use of the proposed facility. The City will evaluate the

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proposal and may, in its sole discretion, choose not to use the proposed facility if any one of the following issues is not addressed to the satisfaction of the City:
(a) Costs are not acceptable.
(b) The facility does not have all required state, federal and local permits, and land use approvals and/or the facility is not operating in compliance with all state, federal and local permits, regulations and land use approvals. (c) Performance of the facility is not acceptable (e.g. the diversion achieved or proposed is not adequate, the quality of the materials created at the facility is substandard, etc.).
(d) The actual or proposed end use for the processed materials created by the facility is not the highest and best use as dictated by regulatory and market conditions.
(e) The City is subject to a binding agreement or other legal commitment with another entity that directs the use of a specific Processing Facility that prevents the use of the Contractor’s suggested facility. (f) Use of the proposed facility is not in the best interest(s) of the City or its ratepayers, as determined in the City’s sole discretion.

The parties will meet and discuss use of the proposed facility and the Contractor will provide prompt responses to City questions, concerns and requests for any additional information. City will inform Contractor in writing of its decision concerning use of the proposed facility within sixty (60) days of receipt of all of the information requested by the City. The decision of the City shall be final.

In the event City chooses to utilize a new or different Processing Facility, Attachment D shall, for the remainder of the Term, (if desired by City) be revised to include additional columns such that the new table shows the breakdown of costs for Collection, processing, transportation and Disposal for each category of service.

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ARTICLE 7: PROCESSING AND MARKETING OF RECYCLABLE

MATERIALS

7.01 Processing and Marketing Duties. The costs proposed by Contractor shall include the costs of furnishing of all labor, supervision, equipment, materials, supplies and all other items necessary to perform the processing and materials marketing services required in this Article 7 in a thorough, workmanlike and efficient manner. Contractor shall provide processing and marketing services for all Divertible Materials Collected in City. In the event Contractor fails to provide processing services for any material type (Co-collected MSW/Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source Separated Yard Trimmings and/or Construction and Demolition Debris, the liquidated damages in Section 15.09 shall apply. If Contractor fails to provide processing services for any material type for over fifty-six (56) days, Contractor shall be found to be in default of this Agreement.

7.02 Permits. Contractor shall utilize only Processing Facilities that are fully licensed and permitted under all applicable federal, state, regional and local laws, rules, and regulations. Within fifteen (15) calendar days after execution of the Agreement by both parties, Contractor shall deliver to City a package containing copies of all of the permits for the MRF, High Diversion Organic Waste Processing Facility (if applicable), the Compost Facility, the Yard Trimmings/Wood Processing Facility, the Food Scrap Processing Facility and the Construction and Demolition Debris Processing Facility and

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for any other Processing Facility approved by City that Contractor will use to process materials collected within City.

7.03 Delivery of Residue to Landfill. Contractor shall deliver, or arrange to be delivered, all non-recyclable Residue from the operations at all Processing Facilities including but not limited to the Materials Recovery Facility, the Compost Facility, and the Construction and Demolition Debris Processing Facility to the landfill designated by City in accordance with Section 6.01.

7.04 Processing Facility Operating Requirements. Contractor shall operate all Processing Facilities it owns in compliance with all applicable federal, state, regional and local laws and regulations and shall adhere to the requirements of all permits for each facility. If Contractor is using Processing Facilities it does not own, it shall be Contractor’s responsibility to investigate and determine that said facilities are operating in compliance with all Applicable Laws, rules, regulations and permit requirements. If, at any time during the Term, said facilities are not operating in compliance with all legal requirements, it shall be the duty of Contractor to immediately report the situation to the City. Upon receipt of such information, City may conduct an independent investigation of the situation, may require Contractor to utilize a different Processing Facility while City is conducting its investigation, or may take other actions City deems reasonable and necessary to protect the interest of the City, its customers, public health and safety and the environment.

7.04.1 High Diversion Organic Waste Processing Facility (HDOWPF). The Processing Facility described in Section 6.02 shall be Contactor’s Grand Central Recycling and Transfer Station which has been designated by CalRecycle as a High

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Diversion Organic Waste Processing Facility (HDOWPF), pursuant to 14 CFR Section 18982(a)(33).

7.04.2 Compost Facility. The Compost Facility described in Article 6, must be capable of processing all the Yard Trimmings (including Source-Separated Yard Trimmings) Collected by Contractor in the City, all Source-Separated Food Scraps Collected by Contractor in the City and all Co-collected Food Scraps/Yard Trimmings Collected by Contractor in the City. Said facility shall handle Food Soiled Paper, shall be capable of removing any non-Compostable “biodegradable” and “compostable” bags, utensils and serving ware as described in Section 6 of Attachment B. If said items are Compostable, the materials shall be Composted at the Compost Facility. If said items are not Compostable, the items shall be Disposed at the City-approved Disposal Site. The end product(s) produced at the facility must be capable of being used for agricultural and landscaping applications and shall meet all federal, state, regional and local laws and regulations for such uses. Compost produced must be certified by the U. S. Composting Council Seal of Testing Assurance Program (“STA”). Contractor shall provide City with documentation evidencing such certification annually on or before January 1 of each year beginning January 1, 2028.

7.04.3 Construction and Demolition Debris Processing Facilities. The Construction and Demolition Debris Processing Facilities described in Article 6 must be capable of processing all of the Construction and Demolition Debris that is collected by the Contractor in the City.

7.05 Contractor To Meet All Food Scrap and Yard Trimmings Processing Facility Specifications. Contractor shall take all actions required to ensure that the SourcePage 80 of 625 -58-
Separated Food Scraps, Source-Separated Yard Trimmings, and Co-collected Food Scraps/Yard Trimmings Collected and delivered to the Processing Facilities provided by Contractor and approved by City, meet all specifications required by said Facility(ies) for use as feedstock material, including but not limited to, amounts of Contaminants allowed.

In no event shall the Source-Separated Food Scraps, Source-Separated Yard Trimmings, or Co-collected Food Scraps/Yard Trimmings Collected in City be delivered to any alternate Processing Facility or any other type of facility that has not been previously approved in writing by City, nor shall any of said materials Collected in City be Disposed (except as provided in Section 7.04.2).

7.06 Processing Requirements. Contractor shall process all Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings and Construction and Demolition Debris Collected in City in a manner that satisfies the Diversion requirements identified in Attachment B and in applicable regulations of CalRecycle.

7.07 No Use of Biomass, Transformation, or Dirty MRF Facilities. Contractor shall not deliver any materials Collected in City pursuant to this Agreement to a biomass, Transformation, or waste to energy facility. Contractor shall not deliver any MSW or other materials Collected pursuant to this Agreement to a dirty MRF. Contactor’s Grand Central Recycling and Transfer Station which has been designated by CalRecycle as a High Diversion Organic Waste Processing Facility (HDOWPF), pursuant to 14 CFR Section 18982(a)(33) shall not be deemed or considered to be a Dirty MRF for purposes of this Agreement.

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7.08 Marketing of Recovered Materials, Compost and Other Products. Contractor shall be responsible for marketing, or arranging for the marketing, of all Recovered Materials, all Compost product(s) and all other products generated or produced from the Processing Facilities utilized to process materials collected in City, including, but not limited to, the Materials Recovery Facilities, Compost Facilities, Food Scrap Processing Facilities and the Construction and Demolition Debris Processing Facilities.

7.09 Limits on Modes of Disposition. City may direct Contractor, at any time, to stop delivering Recovered materials for uses that do not qualify as Diversion for purposes of the Act. Contractor is prohibited from delivering any material Collected in City to a solid waste landfill for use as Alternative Daily Cover. This prohibition includes, but is not limited to, Recyclable Materials, Source-Separated Yard Trimmings, Source-Separated Food Scraps, Co-collected Food Scraps/Yard Trimmings, Construction and Demolition Debris, Compost, MRF “fines”, MRF “overs” and all other products, byproducts and Residue from Processing Facilities utilized to Process materials pursuant to this Agreement.

This prohibition applies even if CalRecycle or any other agency allows such materials used as to qualify as Diversion for purposes of the Act.

No MSW of any kind may be disposed of on land at any location other than by delivery to the City-designated landfill as designated under Section 6.01. No MSW of any kind may be disposed of in water or in the atmosphere.

7.10 City Access to Processing Facilities. In addition to City’s rights under other provisions of this Agreement, City and its agents shall have the right at all reasonable

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times and with a minimum of two (2) hours’ notice to Contractor, to enter each of the Processing Facilities to (a) observe operations, (b) observe compliance with permit requirements, (c) observe tonnage allocation and tonnage tracking procedures, (d) observe and participate in the characterizations described in Attachment N, and (e) for any other reasonable purpose.

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ARTICLE 8: EQUIPMENT, FACILITIES AND PERSONNEL

8.01 General. Contractor shall furnish all facilities, vehicles and equipment necessary to perform safely and efficiently the services required by this Agreement. Contractor shall provide Collection vehicles, Bins, Carts, other Containers and other equipment as described in Sections 8.03 and 8.04.

8.02 Facilities.

8.02.A General. Contractor shall provide all facilities required for storage, maintenance, repair and deployment of all vehicles and equipment required to perform the services required by this Agreement. Contractor shall also provide the necessary facilities and office space for personnel of Contractor providing the services required by this Agreement. The facility or facilities used by Contractor to perform the required services shall be fully permitted in compliance with all Federal, State and local laws, rules, and regulations. In the event the City receives complaints about the facilities (whether for noise, odor, litter, traffic problems or any other issue), Contractor shall promptly take action to address the issue(s) and shall resolve the problem within five (5) business days.

8.03 Vehicles.

8.03.A General. On or before May 31, 2025, Contractor shall provide Interim Collection Vehicles and Interim Auxiliary Vehicles of the type, size and configuration, and in the quantities shown on Attachment F-3. On or before January 1, 2027 (at the end of the Interim Period) Contractor shall provide new Collection and Auxiliary Vehicles of the type, size and configuration, and in the quantities shown on Attachment F-2. For purposes of this section, “new” means the truck chassis, body and all other parts and components

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of the vehicle shall be new and unused. All Interim and new Collection vehicles used by Contractor to perform services pursuant to this Agreement shall be suitable in design and construction for arduous heavy-duty service.

8.03.A.1 Technological Equipment and Capabilities for New Vehicles All new Collection vehicles for the optimized collection system listed in Attachment F-2 shall be equipped with a system that provides surveillance, monitoring, auditing, recording and tracking including video and still photo equipment, GPS system, i-pads (or equivalent), backup cameras, and communication devices.

Contractor shall utilize the Collection vehicles listed in Attachment F-2 (including Roll-Off Collection vehicles) for Collection operations in City except for the percentage of use in other jurisdiction(s) indicated in Attachment F-2.

Collection routes that operate solely within the City for Collection of MSW, Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source-Separated Yard Trimmings and Construction and Demolition Debris, shall Collect only materials from within City such that when the Collection vehicles are weighed at the Disposal facility and/or at the Processing Facilities, all material in each vehicle shall originate solely from City. For vehicles on routes Collecting materials in the City of San Marino as well as in other jurisdictions, Contractor shall record the city of origin of each lift and calculate the tonnage of the material Collected in City and in the other jurisdiction(s). The tonnages allocated to City along with the supporting data and

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calculations of the tonnage allocations for each material type shall be reported in the monthly reports described in Attachment K.

8.03.B Compliance With Air Quality Requirements. All Collection vehicles described in Section 8.03.A (including all Residential BYS Vehicles, front loaders, side loaders, Roll Off, Bin and Cart delivery vehicles, and all auxiliary vehicles) shall operate in full compliance with all federal, state and local requirements for clean air vehicles including but not limited to the requirements of the California Air Resources Board and the South Coast Air Quality Management District’s rules and regulations. Said requirements, rules and regulations include, but are not limited to, the Advanced Clean Fleet Regulation issued by the California Air Resources Board and Rule 1193 issued by the South Coast Air Quality Management District. Route supervisor’s vehicles and all other ancillary vehicles that will operate on a routine basis in the City shall also be in compliance with said federal, state and local air quality regulations.

8.03.C Vehicle Identification. The name of Contractor, Contractor’s local telephone number, and a unique vehicle identification number for each vehicle shall be prominently displayed on all Collection vehicles. Clean Air Vehicles shall display a statement as to the type of Clean Air Vehicle fuel being used. City shall approve all details, including size, color and location of text, identification numbers and logo. During the Interim Period, Interim Collection and Interim Auxiliary vehicles shall display the information required in this Section 8.03.C within one-hundred twenty (120) days of being placed into service in City. Temporary magnetic placards or similar methods may be utilized for this purpose during the Interim Period. New Collection and auxiliary vehicles

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shall be in compliance with the requirements of this section on the date they are placed in service in City on or before January 1, 2027.

8.03.D Cleaning and Maintenance.

8.03.D.1 General. Contractor shall maintain all of its equipment used in providing service under this Agreement in a safe, neat, clean and operable condition at all times.

8.03.D.2 Cleaning. The exterior and interior of vehicles used in the Collection of Co-collected MSW/Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source-Separated Yard Trimmings and Construction and Demolition Debris shall be thoroughly washed by Contractor at least once a week or more often as needed to maintain a clean appearance and thoroughly steam cleaned at least once a month or more often as needed to maintain a clean appearance. In addition, the interior collection compartment of vehicles used for the collection of any Food Scraps shall be thoroughly washed on a daily basis. City may inspect vehicles at any time to determine compliance with sanitation requirements and aesthetic conditions. Contractor shall make vehicles available for inspection by other local agencies that have jurisdiction over solid waste and recycling vehicles, at the frequencies required.

8.03.D.3 Painting. All vehicles used in Collection of Co-collection of MSW/Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, SourceSeparated Food Scraps, Source-Separated Yard Trimmings and Construction and Demolition Debris shall be repainted by Contractor at least once every five (5) years, unless the City determines that repainting specific vehicles at that frequency is not necessary because the vehicle’s appearance is satisfactory or unless the City determines

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that repainting a specific vehicle earlier (due to graffiti, wind damage, etc.) is necessary to ensure that the vehicle gives the appearance of having been repainted within the preceding sixty (60) months. All graffiti shall be removed or painted over within forty-eight (48) hours of discovery.

8.03.D.4 Maintenance. Contractor shall inspect each vehicle daily to ensure that the vehicle and all equipment is operating properly and in compliance with this Agreement. Vehicles which are not operating properly shall be taken out of service until they are repaired and do operate properly. Contractor shall perform or cause to be performed all scheduled maintenance functions in accordance with the manufacturer’s specifications and schedule. Contractor shall keep accurate records of all vehicle maintenance, recorded according to part or vehicle identification, date, and mileage, and shall make such records available to the City upon request.

8.03.D.5 Repairs. Contractor shall repair, or arrange for the repair of, all vehicles and equipment for which repairs are needed because of accident, breakdown or any other cause so as to maintain all vehicles and equipment in a safe and operable condition.

Contractor shall maintain accurate records of repair, which shall include the part or vehicle identification, date/mileage, nature of repair and the signature of a maintenance supervisor that the repair has been properly performed.

8.03.D.6 Storage. Contractor shall arrange to store all vehicles and other equipment in safe and secure location(s) owned by Contractor or licensed by Contractor for Contractor’s use. Facilities used for storage shall comply with all zoning and land use requirements applicable to the facility. Contractor shall not store vehicles or equipment

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(including Bins, Carts, and Roll Off Boxes) in publicly accessible parking lots, vacant lots or any other similar areas. City shall have access to Contractor’s regular vehicle and equipment storage facilities at all times.

8.03.D.7 Leaking Vehicles. In the event that City or Contractor receives a report of a leaking vehicle, Contractor shall, upon notification by City, Customer or other Person, immediately take the vehicle out of service and repair the leak. Contractor shall be responsible for immediate cleanup of any leaked or spilled fluids whether on public streets, private streets, public property or private property, to be completed not later than one hour of notification or Contractor’s own detection, unless such leaks or spills are of such magnitude that such work cannot be completed within one hour. Contractor shall also immediately notify City and all applicable regulatory agencies (as listed in Section

5.09.C of this Agreement) of any leaked liquid or spill that is near or that reaches, or that City or Contractor reasonably believes could reach, a storm drain, waterway, the bay or ocean, stream, wetland, or any other body of water. Vehicles collecting Source-Separated Food Scraps or Co-collected Food Scraps/Yard Trimmings shall be specially designed and manufactured to contain liquid and to prevent leaking.

8.03.E DMV Registration/BIT Inspections/Brake Inspections. All vehicles utilized by Contractor in the performance of this Agreement shall be registered with the California Department of Motor Vehicles. All vehicles shall pass the required California Highway Patrol biennial inspection of the terminals (“BIT”). Within fifteen (15) calendar days after each BIT inspection, Contractor shall submit records to City from all of the

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terminal(s) responsible for the maintenance and repair of equipment used in City, showing the results of the inspection(s).

The brake system of each Collection vehicle used in performance of this Agreement (including all rear loaders, side loaders, single-pass vehicles, front-loaders, roll-off vehicles, scout vehicles, burro vehicles, electric golf cart vehicles and the Bulky Item Collection vehicles) shall be inspected and certified annually. Notice of certification for each vehicle shall be filed with the City within thirty (30) calendar days after each certification, but in no event later than May 1 of each year of the Term beginning May 1, 2027. Failure to submit the required certification shall be grounds for termination of this Agreement.

8.03.F Vehicle Mirrors. All vehicles used by Contractor for providing services pursuant to this Agreement with a gross vehicle weight rating of twenty-six thousand (26,000) pounds or more shall be equipped with a convex mirror on the front of each vehicle, adjusted so as to enable the operator to see all points on an imaginary horizontal line which:
(a) Is three feet (3’) above the road;
(b) Is one foot (1’) directly forward from the midpoint of the front of the vehicles; and
(c) Extends the full width of the front of the vehicle.

8.03.G Collision Avoidance System. All vehicles used by Contractor for providing services pursuant to this Agreement with a gross vehicle weight rating of twentysix thousand (26,000) pounds or more shall be equipped with the best available industry standard collision avoidance system that is capable of detecting adjacent pedestrians,

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bicyclists, scooters, motorcycles and vehicles. City reserves the right to inspect Contractor’s vehicles, at any time, to confirm that the installation and capability of Contractor’s collision avoidance system is consistent with the requirements herein. As of the Effective Date Contractor plans to install and utilize the collision avoidance system described in Attachment F-4. During the Interim Period if Contractor is able to provide the required collision avoidance systems on vehicles with a gross vehicle weight rating of twenty-six thousand (26,000) pounds or more, Contractor shall do so. Contractor shall provide collision avoidance systems on vehicles as required in this Section on or before January 1, 2027.

On or before February 1, 2027 and on or before February 1 of each year of the Term thereafter, Contractor shall submit to City a certification signed and dated by an authorized corporate officer under penalty of perjury, containing the following and stating that the information provided is true and correct and contains no false or misleading statements or information as of the date on the certification:
i. List of all Collection vehicles Contractor used in City that exceed twenty-six thousand pounds (26,000) gross vehicle weight.
ii. Collision Avoidance System installed on each vehicle listed in (ii) above including name of system, manufacturer, date installed, name of Person who installed the system, name of Person(s) who tested the system to ensure proper installation and operation of system.

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iii. Capabilities of the installed Collision Avoidance System for each vehicle.
iv. Changes or upgrades to the installed Collision Avoidance System and/or any partial or complete replacement of the installed Collision Avoidance System for each vehicle since the last certification was submitted.

8.03.H Other Required Vehicle Technological Capabilities. All vehicles operated by Contractor in the City to Collect Co-collected MSW/Recyclable Materials Source-Separated Food Scraps, Source-Separated Yard Trimmings and Co-collected Food Scraps/Yard Trimmings, except for BYS electric golf cart vehicles, shall be equipped with a system that provides surveillance, monitoring, auditing, recording and tracking including video and still photo equipment; GPS system; i-pads (or tablet equivalent); ability to track serial numbers using bar code scanners, QR codes or similar technology; backup cameras; and communication devices. Collection vehicles in service in the City shall be equipped with 1) on-board modules for operational Customer relationship management (“CRM”) functionality; 2) truck telematics systems that provide real-time truck data, location, video and monitoring; and 3) communications systems for contact with dispatch, the Route Supervisor, and other Persons as needed.

The on-board operational CRM module shall be available to the driver via in-cab functionality. The operational CRM system shall capture driver, route and service confirmation in real-time, which can be accessed remotely by customer service and dispatch groups. The on-board operation CRM system shall allow drivers to view and scroll through route listings, confirm service completions, note service exceptions (i.e.

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Contamination, non-containerization, blocked Cart or Bin access, non-set out, etc.), and receive additional dispatched work in real-time. The on-board operational CRM system shall be accessible to the driver via electronic communication that can be instantly transmitted to customer service and/or dispatch, who also use the operational CRM platform. The operational CRM system shall also be able to compute route statistics in real time, such as route productivity, work orders, billing, and follow-up. The tablets hosting the on-board operational CRM system shall also be dismountable by the driver for mobility purposes which will allow the driver to use the tablet as a digital camera to photo-document service exceptions, link the exception to the Customer’s account, and report serious operational issues to the City in real-time. The operational CRM system shall allow the Contractor to note overloaded Carts and Bins, blocked access, noncontainerization, and contamination events and document them on the Customer’s account. The operational CRM system shall also generate template notification alerts regarding service exceptions to the Customer, the City, the Route Supervisor, and Recycling Coordinator (when applicable). These template notifications shall be emailed directly to the Customer.

The on-board vehicle telemetric system shall be connected to a network using wireless data and shall also be connected to each collection vehicle’s on-board computer.

The on-board vehicle telemetric system shall include the GPS, video surveillance, driver behavior, hours of service, and maintenance integration described herein, to provide increased safety, service, and efficiency to vehicle operations. The on-board vehicle telemetric system shall also allow the Contractor to monitor driver behavior, such as speeding, hard braking, hard acceleration, and area violations. The Route Supervisor and

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other responsible parties shall receive notifications when such events occur so they may be addressed with the driver. The video capture component of the on-board DVIR system shall be able to be viewed in real-time or stored as a means to review past safety or service events. Video capture shall include in-cab, front, rear and side-views. Contractor shall provide said video footage to City within five (5) business days of request; except in the event of a crash, injury, fatality or other incident, Contractor shall provide said video footage immediately to the City and to law enforcement in the timeframe requested by law enforcement representatives and/or agencies. Contractor’s failure to provide video footage within the required timeframes will result in the assessment of liquidated damages described in Section 15.09. Contractor’s failure to provide proof of vehicles with the above-described technological capabilities will result in the assessment of the liquidated damages described in Section 15.09.

8.03.I Operation. Vehicles shall be operated in compliance with the California Vehicle Code and all applicable safety regulations and local ordinances. Vehicles shall be operated only by employees of Contractor who are appropriately licensed by the California Department of Motor Vehicles for the class of vehicle they drive. All drivers employed by Contractor and operating vehicles in the City shall be enrolled in the Department of Motor Vehicles Employee Pull Notice (“EPN”) program and shall abide by all State and federal regulations for driver hours and alcohol and controlled substance testing. Contractor shall not load vehicles in excess of the manufacturer’s recommendations or limitations imposed by state or local weight restrictions on vehicles including, but not limited to, legal axle load weight limits. Contractor is solely responsible

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for paying any fines imposed by the California Highway Patrol, or other regulatory agencies, for violation of these or any other requirements.

8.04 MSW, Recyclable Materials and Food Scrap/Yard Trimmings Containers.

8.04.A General. Contractor shall provide Containers to Customers as described in this Section and in Sections 1 and 2 of Attachment B.

8.04.A.1 Use of Interim Containers. During the Interim Period (May 31, 2025 through December 31, 2026) Contractor shall provide to Customers Interim Containers for storage of MSW, Recyclable Materials and Co-collected Food Scraps/Yard Trimmings. Due to the lack of any lead time prior to the commencement of Collection operations on May 31, 2025, Contractor may use any type(s) of Container(s) that Contractor has available or can rapidly obtain. The colors and labeling do not have to match nor do the colors and labeling have to be SB 1383 compliant. If necessary, the Containers may have markings or labeling from another City. Contractor is aware that, as of the Effective date, Customers may own some or all of their own Containers. The Interim Containers to be provided by Contractor are listed in Attachment E-4.

8.04.A.2 Distribution of New Containers. Effective January 1, 2027 (end of the Interim Period), Contractor shall have completed distribution of the new Containers for the optimized collection system listed in Attachment E-3 and Contractor shall have put in place a two-stream collection system (Co-collected MSW/Recyclable Materials and Co-collected Food Scraps/Yard Trimmings) at all Customers in the City. All new Containers shall comply with the requirements in Attachment E-1 (Cart Specifications) and in Attachment B.

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All such Containers shall be new and unused as of January 1, 2027. The type, size and number of containers shall be sufficient to contain, with the lid closed, all Co-collected MSW/Recyclable Materials, Source-Separated Yard Trimmings, Source-Separated Food Scraps and Co-collected Food Scraps/Yard Trimmings generated between collections. Roll Off Boxes need not have lids but shall not be filled above the top of the container. Contractor shall tarp all Roll Off Boxes prior to transporting them, if said Boxes contain any material(s) that may blow out of the Box or if required by the Disposal or Processing Facility where the Box will be unloaded.

8.04.B Container Ownership. Contractor shall own all of the Carts provided to Customers. If requested by City at the end of the Term, Contractor shall remove all Carts from the City at a timing mutually agreed upon with City.

8.04.C Failure to Distribute New Containers to All Customers. In the event Contractor fails to distribute the Containers to Customers according to the required schedule, the liquidated damages in Section 15.09 shall apply.

8.04.D Repair, Replacement, and Exchange. Contractor shall repair or replace any Container that is damaged, broken, lost or stolen. Contractor shall also repair or replace all Containers that do not meet the City-required specifications set forth in Attachment B and Attachment E-1. Contractor shall repair Customer-provided

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Compactors (small or large) if Contractor is able to do so. Contractor shall charge the rates in Attachment D for this service for non-Contractor-owned Compactors.

Upon request from a Customer, Contractor shall exchange a Container that is in Customer’s possession and not damaged, broken, lost or stolen for a new Container within fourteen (14) calendar days of request.

Contractor shall not be required to replace a non-repairable Compactor not owned or leased by it to a Customer.

Upon request from a Residential Customer with Individual Cart Service, Contractor shall clean the Cart (or provide a clean Cart of the same size and color) for the rate in Attachment D.

8.04.E Cleaning, Painting and Maintenance of Contractor-Furnished Containers. Contractor shall maintain all Contractor-furnished Containers in a functional condition and so as to present an attractive appearance. All Contractor-furnished Bins shall be permanently labeled on the front (in a contrasting color so as to present an attractive appearance) with the size of the Bin (e.g. “3 Yard”). Such Containers shall be painted and repainted as requested by City, or Contractor shall replace any Container with a new or re-conditioned Container, of like-size, as directed by City. Contractorfurnished Containers that have been painted or marked with graffiti shall be repainted or removed from the Premises by Contractor within forty-eight (48) hours of notification by the Customer or City. At the same time as such Containers are removed, they shall be replaced by like-sized Containers furnished by Contractor without evidence of graffiti. (Merely painting over graffiti is not acceptable; any Container marked with graffiti shall be repainted by Contractor prior to being re-delivered for use in City.) Contractor shall clean

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and maintain all Contractor-furnished Containers in a safe and sanitary condition and whenever the City, or another agency with jurisdiction, determines that cleaning is required to abate a health concern or nuisance condition.

8.04.F Periodic Container Audit. Contractor shall conduct an audit of all Bins, Carts, and Roll Off Boxes at all Residential Estates, Commercial and Business Establishments and at all Multi-Family complexes with centralized Bin or Bin/Cart Collection service, to assess their physical appearance, need for maintenance and repair, and overall functionality every three years during the Term. The first audit shall be conducted in April 2029. Contractor shall perform any of the following as needed to ensure all Containers meet the requirements of Sections 8.04.D and 8.04.E: wash, steam clean, paint and/or repair the Container. Contractor shall provide a report to City on or before July 15 of each year the audit is performed, beginning July 15, 2029, listing the type, size and location of each Container that was washed, steam cleaned, painted, repaired and/or replaced. At all times during the Term, Contractor shall comply with the requirements in Sections 8.04.D and 8.04.E. Contractor shall conduct a second Container audit in April 2032.

8.05 Personnel.

8.05.A General. Contractor shall furnish such competent and qualified drivers, laborers, mechanical, supervisory, clerical, managerial, customer service and other personnel as may be necessary to provide the services required by this Agreement in a safe, efficient, reliable and courteous manner. The minimum complement of drivers which Contractor shall provide for the scope of work described in this Agreement shall be as set

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forth in Attachment G. Contractor shall provide fully qualified and experienced management personnel as named in Contractor’s proposal, Attachment Y, and shall not substitute without the prior written consent of City.

8.05.B Driver Qualifications. All drivers shall be trained and qualified in the operation of MSW, Recyclable Materials, Food Scrap/Yard Trimmings and Roll Off Box Collection vehicles, including front-loader, rear-loader, side-loader, Residential BYS electric golf cart vehicles, burro, scout, and single-pass vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. Each driver shall carry his/her license during work hours.

8.05.C Uniforms. Contractor shall require its drivers, and all other employees who come into contact with the public in the City during working hours, to wear standardized uniforms bearing the Contractor’s name, and to carry an identification badge or other means of identifying the employee. Such uniforms shall present a freshly cleaned appearance. Employees shall be instructed to present employment identification cards to City staff, customers, security guards and law enforcement officers upon request, during work hours.

8.05.D Written Operating Procedures. Contractor shall establish, implement and maintain written operating procedures designed to ensure Contractor’s utilization of techniques generally accepted in the solid waste and recycling industry including but not limited to, procedures for handling and disposal of Hazardous Waste and hazardous substances and procedures for Contractor’s compliance with all the provisions of this Article 8.

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8.05.E Safety Training. Contractor shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment for Collection or processing of Co-collected MSW/Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings, Construction and Demolition Debris, and/or who are otherwise directly involved in such Collection or processing. Such training shall include, but not be limited to, the following:
(i) safety training for drivers regarding pedestrian safety and driving where other vehicles are present; (ii) special safety protocols to be implemented when driving past or near any school and in any area where children may be present on their way to or from any school; (iii) step-by-step handling of Hazardous Waste found in or on trucks, Containers, streets, alleys or any other location including training on specific contact names and direct dial telephone numbers to contact immediately in the event of a Hazardous Waste incident or spill including but not limited to the City Public Works Department, City Fire Department and the County of Los Angeles; (iv) handling of on-board fires in vehicles and fires in all types of Containers; (v) proper protocols for handling leaks or spills of any fluid or liquid, any MSW/Recyclables, and/or Food Scraps/Yard Trimmings on or leading to any street, alley or parking lot and into any area where there is a likelihood of the spill entering any waterway or pipe, channel or drain that leads to any waterway including storm drains, sewers, the bay, the ocean, creeks, tidal estuaries, wetlands, channels, or any other waterway or water source including names and direct dial telephone numbers to be immediately contacted at the City Public Works Department, City Fire Department, County of Los Angeles, and other responsible agencies in the event of such a spill; (vi) training on the dangers of impaired driving due to alcohol, drugs, lack of sleep, fatigue

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and/or other factors; (vii) training on the dangers of distracted driving and protocols prohibiting the use of texting, telephone and other on-board electronic devices while the vehicle is in motion.

8.05.F No Gratuities. Contractor shall not permit any officer, agent or employee to demand or solicit, directly or indirectly, or to accept, either directly or indirectly, any additional compensation or gratuity from members of the public, any City representative or employee, or any other Person or entity for the Collection of Co-collected MSW/Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Co-collected, Food Scraps/Yard Trimmings, Construction and Demolition Debris or any other material under this Agreement.

8.05.G Employee Conduct and Courtesy. Contractor shall use its best efforts to ensure that all employees present a neat appearance and conduct themselves in a courteous manner. Contractor shall regularly train its employees in Customer courtesy shall prohibit the use of loud or profane language and shall instruct Collection crews to perform the work as quietly as possible. If any employee is found not to be courteous or not to be performing services in the manner required by this Agreement, Contractor shall take all necessary corrective measures, including, but not limited to assigning a different employee to perform the work in the City.

8.05.H Provision of Recycling Coordinator. Contractor shall provide a Recycling Coordinator assigned full time (1.0 FTE) and dedicated solely to the City of San Marino to implement Diversion programs and to carry out related duties in the City. (“The

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Coordinator”) The minimum duties, work tasks, and requirements for the Recycling Coordinator shall be as described in Attachment AA.

8.05.H.1 Recycling Coordinator Experience, Background and Training. The Coordinator shall have a minimum of two (2) years of experience in the design, implementation and operation of Recycling, Composting and Diversion Programs, interaction with the public, and detailed knowledge of the requirements of the Act. The Coordinator shall have special expertise in SB 1383 requirements including, but not limited to, the required Diversion programs, Contamination minimization, CalRecycle regulations and reporting requirements and public outreach and communication. This shall not be an entry-level position.

Contractor shall provide 1.0 FTE Recycling Coordinator that is fully trained and experienced as described herein on or before October 1, 2025. At City request, Contractor shall designate a different Coordinator if a Coordinator does not meet the requirements enumerated herein or does not perform all the duties listed in Attachment AA in the manner described therein. City reserves the right to prioritize the tasks to be completed as needed throughout the Term of this Agreement and Contractor shall redirect the work efforts of the Coordinator accordingly.

8.05.H.2 Deadline for Providing Recycling Coordinator. If Contractor fails to provide the 1.0 FTE Recycling Coordinator on or before October 1, 2025 the liquidated damages in Section 15.09 shall apply.

8.05.I Provision of City’s Day-to-Day City Contact Person. In addition to (i) the Recycling Coordinator; (ii) Contractor’s representative designated pursuant to Section

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16.07 B, and (iii) the customer service representatives of Contractor, Contractor shall also designate an employee to be the City’s Day-to-Day Contact Person to resolve difficult and/or chronic Customer complaints, persistent, repeated and/or complex Customer billing and payment issues, and other Customer service or City issues that are not being resolved by Contractor’s customer service representatives or the Recycling Coordinator in a timely manner. The Day-to-day Contact Person shall work and communicate directly with the City’s designated staff person(s) to resolve issues as needed by the City. The Day-to-Day Contact Person shall support and assist Contractor’s Recycling Coordinator in the performance of their duties; personally make site visits and/or telephone calls to Residents of Single Family Dwellings, and to managers, owners and Authorized Customer Representatives of Residential Estates, Commercial and Business Establishments, and Multi-Family complexes and dwelling units that have recurring Contamination in any streams (Co-collected MSW/Recyclable Materials, SourceSeparated Food Scraps, Source-Separated Yard Trimmings and/or Co-collected Food Scraps/Yard Trimmings) and/or Overfull Containers or Uncontainerized MSW or Divertible Materials; educate Residents and businesses about City ordinance requirements and options for source reduction, additional Carts, additional Bins, Split Bins, locking bins and other service options; personally conduct site visits and/or make telephone calls to Single Family Dwelling Residents, and to managers, owners and Authorized Customer Representatives of Residential Estates, Commercial and Business Establishments, and Multi-Family complexes and dwelling units with repeated service issues to troubleshoot and resolve; coordinate with Contractor’s operations, dispatch

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staff, customer service staff, Recycling Coordinator, executive management and other departments to resolve Customer issues.

The Day-to-Day Contact Person shall dedicate the amount of time required such that all service disputes and issues are addressed in one (1) business day.

Contractor’s designated Day-to-Day Contact Person shall make all reasonable efforts to return calls from the City (that are received during normal working hours, except in case of emergency) within four (4) business hours of receipt of the call and in no event later than one (1) business day after receipt of the call.

The designated Day-to-Day Contact Person identified in Contractor’s proposal, Attachment Y, shall have a minimum of three (3) years’ experience in Collection operations for Co-collected MSW/Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings, Construction and Demolition Debris, knowledge about excluding Household Hazardous Waste, E-Waste and Universal Waste from Containers and Disposal, and all other material types, dispatch and operational logistics, Customer billing and payments, Processing Facilities, implementation and operation of Recycling, Composting and Diversion Programs, interaction with the public, and detailed knowledge of all the requirements of the Act. This shall not be an entry-level position.

Upon City request, Contractor shall designate a different Day-to-Day Contact Person if the current designee does not meet the requirements enumerated herein and/or if the City is otherwise dissatisfied with the performance of the designated Day-to-Day Contact Person.

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8.05.J Initial Hiring. Throughout the Term of the Agreement, Contractor shall hire and train the necessary complement of employees. Contractor shall conduct a background check of each applicant or employee, which will, at a minimum, include a check of his/her driving record through the California Department of Motor Vehicles, record of criminal convictions, and references. All applicants shall be required to take a standard test for use of illegal drugs and alcohol as a condition of employment. Drivers shall be required to demonstrate proficiency in the English language; at least one person proficient in spoken English shall be on every Collection vehicle when that vehicle is in service. Contractor will furnish City with a copy of its training manual and schedule of training of new employees. City may attend and observe any safety or operational training classes. Nothing in these Sections 8.05.G, H, I and J shall be construed to give City control over the selection or supervision of Contractor’s employees.

Contractor received a ten percent (10%) preference in the Request for Proposals process for agreeing to abide by all of the following requirements regarding the hiring of employees of the former incumbent contractor, Athens Services. Pursuant to California Labor Code Section 1070, Contractor shall request from Athens Services a list of the number of employees who perform(ed) services for the City of San Marino under the City’s prior contract, (as of the Effective Date of this Agreement) including the wage rates, benefits and job classifications of each of those employees, and also whether each employee will continue to be employed by Athens Services upon termination of Athens’ contract with the City. Contractor shall make an offer of employment to employees that were employed by Athens Services who perform(ed) services for the City of San Marino under the City’s contract with Athens Services (“the prior contract” which includes

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employees of any City-approved subcontractors to Athens Services) who meet the following criteria: (1) the employee will be terminated by Athens Services at the end of the prior contract; (2) the employee passes Contractor’s tests for controlled substances and alcohol, physical examination, criminal background check and any other tests or requirements required by law as a condition of employment; (3) the employee passes Contractor’s other standard hiring qualifications lawfully required for the position; and (4) the employee possesses any license that is required by law to operate the equipment that the employee will operate as an employee of Contractor.

Contractor shall make a written offer of employment to each employee to be retained stating the time within which the employee must accept that offer (which shall in no event be less than ten (10) days). The offer shall state that the duration of the employment will be at least ninety (90) days. In the event Contractor determines that fewer employees are required to perform the services required by this Agreement than were required under the prior contract, Contractor shall retain qualified employees by seniority within the job classification. In determining those employees that are qualified, Contractor may require an employee to possess any license that is required by law to operate the equipment that the employee will operate as an employee of Contractor.

Contractor shall not be required to pay the same wages or offer the same benefits provided by Athens Services under the prior contract.

Contractor shall not be required to comply with the foregoing in the following circumstances: (a) Contractor would be required to terminate or reassign an existing employee covered by a collective bargaining agreement with Contractor or any of Contractor’s City-approved subcontractors, in order to hire the employee of Athens

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Services; (b) to the extent the actual number of employees being terminated by Athens Services exceeds the number of employees communicated to proposers during the RFP process, as providing services pursuant to the prior contract; (c) Contractor chooses to not offer employment to a former Athens Services employee for a reasonable and substantiated cause which is limited to the particular employee’s performance or conduct while working under the prior contract, or the employee’s failure of any controlled substance or alcohol test, physical examination, criminal background check required by law as a condition of employment, or other standard hiring qualification lawfully required by Contractor.

In addition to the foregoing, Contractor may employ or otherwise engage current employees of Athens Services without conducting the background check described in this Section 8.05.J, if City receives a statement, signed by a responsible officer of Athens Services that the employee has worked for that company for at least two consecutive years and has performed satisfactorily. All other elements of this Section 8.05 shall apply to such employees.

Due to the brief period of time between award of the Agreement and the commencement of Collection operations in City, Contractor shall have sixty (60) days in which to conduct background checks, drug and alcohol testing, review licensing and driving records and to conduct all other necessary review of Athens Services employees that worked in the City of San Marino under the prior contract, and whose employment with Athens Services will be terminated at the end of the prior contract, and to make offers of employment to eligible employees of Athens Services as described herein.

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8.05.K Ongoing Training and Testing. Contractor shall provide regular safety training on an ongoing basis including, but not limited to, the safety training listed in Section 8.05.E and shall conduct random drug and alcohol testing of employees in safety-sensitive positions in compliance with regulations issued by the U.S. Department of Transportation.

8.05.L Use of Workers Not Employed by Contractor. If Contractor engages any independent contractors, it shall ensure that such independent contractors:

1. Comply with the nondiscrimination requirements in Section

17.15; and

2. Maintain Comprehensive General Liability, workers
compensation and Employer’s Liability insurance covering such workers in the amounts required by Section 13.02.A.1 and

13.02.A.2, and with policies meeting the other requirements of Section 13.02.

Contractor is responsible for providing qualified and competent staffing to ensure the adequate performance of all requirements in this Agreement, regardless of whether such work is performed by employees or furnished by independent contractors.

Contractor is also responsible for providing sufficient training to all persons performing work so that they can perform the work in a safe and competent manner and are thoroughly familiar with the work that Contractor is required to perform and the standards it is required to meet under this Agreement.

All drivers, mechanics, supervisory and managerial workers, the Recycling Coordinator and the City’s Day-to-Day Contact Person shall be direct employees of Contractor.

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8.05.M Notification to City In Event of Impending Strike, Labor Unrest, Picketing or Similar Action
In the event Contractor becomes aware, by any means, that a labor strike, labor unrest, picketing or any similar action by Contractor’s employees or contractors is planned, being discussed, threatened, or otherwise may occur, Contractor shall notify City within twenty-four (24) hours. Contractor shall include in such notification all information that Contractor has concerning the potential strike or other labor unrest, and shall inform City of the potential types, duration and other pertinent details about potential interruptions in Collection, Processing or other services being provided by Contractor pursuant to this Agreement that may occur. Said notification shall include notification of strikes, labor unrest, or similar actions that may make Processing Facilities being used for City’s materials unavailable whether or not said facilities are owned by Contractor or a third party.

In the event that Collection operations and/or Processing operations may be affected, Contractor shall provide City with Contractor’s plan to address the potential interruption in services to mitigate or eliminate any disruption in the provision of services required by this Agreement. If services are interrupted, Contractor shall take reasonable and legal action to mitigate or eliminate the disruption of service. Contractor shall continue to keep City informed as frequently as there are changes or updates in the situation. Contractor shall meet with City at City’s request, and as frequently as requested by City. Contractor shall also appear at City Council meeting(s) and/or City Council Committee and/or Subcommittee meetings as requested by City to discuss and address the situation.

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ARTICLE 9: OTHER COLLECTION-RELATED SERVICES

9.01 Billing.

9.01.A Direct Billing of All Customers. As of May 31, 2025 Contractor shall: (i) bill all Customers for Collection of Co-collected MSW/Recyclable Materials, SourceSeparated Food Scraps, Source-Separated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings, Construction and Demolition Debris and all other materials according to the rates listed in Attachment D (and in Attachment D-1 for the period May 31, 2025 through September 30, 2025), as adjusted per the terms of this Agreement; (ii) maintain accurate billing and payment records; and (iii) bill Customers on a monthly, bimonthly or quarterly schedule as approved by City. Customers’ bills shall be itemized showing the charges for each classification of services. Customer billing shall be performed pursuant to the requirements contained in Attachment B, Section 1, and an annual Billing Audit shall be performed as described in Section 1 of Attachment B.

During the first ninety (90) days of the Interim Period Contractor, if Contractor identifies any Customers that pre-paid the previous hauler for services beyond May 30, 2025, Contractor shall provide City with any information obtained concerning such Customers and the amount(s) each had pre-paid for services not rendered by the previous hauler. Contractor shall not be responsible for reimbursing Customers for any such pre-payments, but shall cooperate with City’s efforts to obtain reimbursement for Customers from the previous hauler.

9.01.B City Inserts. City may direct Contractor to produce and insert mailers with billings relating to City-sponsored events, integrated waste management activities,

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Diversion programs and other environmental programs, at least six (6) times per year. If a postage increase is incurred for the City insert, the City will be responsible for paying said increase. For Customers who are billed by Contractor electronically, such inserts shall be produced electronically by Contractor and included with the electronic billings.

9.01.C Delinquent Accounts. Contractor shall be responsible for collecting delinquent charges for services it renders to Customers. Contractor shall employ measures, consistent with federal and California laws regulating the collection of debts, to obtain payment of charges including use of its own employees to obtain judgments in Small Claims Court, and to enforce such judgments.

9.02 Billing Records. Contractor shall keep records of all billing documents and Customer account records including, but not limited to, invoices, Customer payment coupons mailed with the invoice, collection notices, records of online payments, credit card payments and all other billing and payment documents for the entire Term of the Agreement, and for a period of two (2) years following the termination of the Agreement.

Contractor may, at its option, maintain those records in electronic form, hard copy, or in any other manner, provided that the records can be preserved and retrieved for inspection and verification by City or City’s agents in a timely manner.

9.03 City Access to Billing Information. Contractor shall provide City with prompt access to all current and up-to-date billing information necessary to allow the City to respond to Customer inquiries or complaints or as otherwise required by City. At request of City, Contractor shall provide “read only” electronic access to Contractor’s Customer billing records such that City employees can research billing inquiries and Customer

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account history from city hall. Contractor shall cooperate with City to establish this “read only” function and shall ensure that City has access to Customer billing information in “real time.” In the event City requests such access, Contractor shall bear all costs for any hardware and software to be located at Contractor’s office(s) in order to establish access to Contractor’s computer and server equipment, and City shall bear all costs of the hardware and software required at city hall to connect access to Contractor’s computer system. If specialized technical computer consulting assistance is required beyond that of City staff and Contractor’s staff, Contractor shall pay for the required assistance.

9.04 Public/Customer Service and Accessibility.

9.04.A Office Hours and Location. Contractor shall maintain an office located either in the City or within a twenty-five (25) mile radius of the City limits. The office will be available for customers to pay bills, subscribe to service, change service, stop service and otherwise contact Contractor. Contractor’s office shall be open to the public from 8 a.m. to 5 p.m. Monday through Friday. The office may be closed on Saturdays, Sundays and holidays as defined in this Agreement.

9.04.B Availability of Representative. A representative of the Contractor possessing detailed knowledge about all the services provided in the City and the rates listed in Attachment D for all such services, shall be available during office hours to communicate with the City and members of the public in person, by telephone and by electronic mail and to assist Customers making payments in person.

9.04.C Telephone. Contractor shall maintain telephone lines in operation at its office(s) during office hours. Contractor shall provide a telephone number specific to only

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San Marino Customers in the 626 area code. This telephone number shall be listed in all correspondence, outreach materials of all types, billing invoices, billing notifications, billing statements, digital communications of all types, advertisements and any/all communications in relation to City and its Customers. Contractor shall ensure that telephone calls to it from locations within the City are billed as “local calls” by all telephone companies including mobile carriers.

9.04.C.1. Telephone System. Contractor shall, at all times, provide a telephone system, staffed by adequate personnel, including customer service representatives, and with tollfree telephone line capacity, to ensure that a minimum of ninety percent (90%) of all incoming calls shall be answered by a receptionist, operator or customer service representative, in person and not by machine or other automated method, before the fourth (4th) ring. Ninety percent (90%) of all callers for service shall not be required to wait on hold more than sixty (60) seconds before being connected with a customer service representative and callers will receive a telephone busy signal less than three percent (3%) of the time on average. In order to adequately and objectively document Contractor’s performance and provide for the convenience of Customers, Contractor shall require that the telephone system provided and maintained, whether leased or owned, is capable of: measuring the time a caller is waiting on hold before being connected with a customer service representative (after the call has been initially answered); measuring the total number of incoming callers, callers answered and callers receiving a busy signal; specifying the day of week and time of day call distribution, and similar information. Failure by Contractor to achieve the required average hold times and other metrics in this Section

9.04.C.1 shall result in the assessment of liquidated damages listed in Section 15.09.

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The telephone system provided by Contractor shall comply with all federal, State or local laws or regulations related to accessibility or ability for members of the public to communicate with that system and with Contractor. Contractor shall also maintain a tollfree emergency telephone number answered locally by a live Person for Customer use during other than normal business hours. Contractor shall have a representative, or an answering service to contact such representative, available at the Customer emergency telephone number during hours when the office is closed. Contractor shall arrange for both the regular and emergency numbers to be listed in all telephone directories generally distributed in the City and on all Contractor’s bills and schedules of services or rates.

9.04.C.2. Emergency Contact Person For First Responders. Contractor shall provide a designated emergency contact Person available twenty four (24) hours a day, seven (7) days per week, for contact by the City’s police, fire and emergency preparedness teams and other emergency personnel. Contractor’s designated emergency contact for first responders shall be a management level employee with the authority to mobilize Contractor’s equipment and employees immediately in the event of an emergency.

Contractor’s designated emergency contact Person shall be available by cellular telephone and/or pager at all times. Contractor shall provide City with the name and contact information for the designated emergency contact Person on or before May 31, 2025. During times the designated emergency contact Person is on vacation, sick or otherwise unavailable, Contractor shall notify City of the name and contact information for an alternate emergency contact Person who meets all the requirements in this section.

The contact information for the emergency contact person for first responders will not be released to the general public.

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9.04.D Correspondence. Contractor shall respond to all written correspondence including all faxes and e-mail or other electronic correspondence from City or Customers within two (2) business days. The correspondence shall include a meaningful, specific answer to the Customer’s complaint, request, and/or problem and shall not be a nonspecific “form” response, a “robo” call or response or an automatically-generated communication indicating Contractor will respond at a future date. In the event the research or development of a response or solution to the Customer’s problem, complaint or request takes longer than two (2) business days, Contractor’s correspondence shall indicate the specific steps Contractor is taking to research and resolve the Customer’s specific issue(s) and the date the Customer can expect an answer. Such date shall be within five (5) business days.

9.04.E Electronic and Non-Electronic Payment of Bills. Contractor shall provide electronic access to Customers for the following functions: (i) Signing up for service, (ii) Changes to service, (iii) Discontinuation of service, and (iv) Payment of Bills.

Contractor shall accept major credit cards and direct debit service for payment of bills.

Contractor shall also provide the options for payment by mail-in check and in-person payment by cash, credit or debit card for all services.

9.04.F Maps, Schedules, Consumer Information. Contractor shall furnish the City with maps and schedules for all Collection routes pursuant to the schedule and requirements in Section 1 of Attachment B, and shall update such maps and schedules whenever a change occurs. Contractor shall have current maps and schedules available for inspection by the public at its business office. Contractor shall submit a new revised

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set of maps and schedules to City on May 1 of each year of the Term commencing May 1, 2026.

Contractor shall submit drafts of the maps, schedules and brochures to City prior to distribution and will incorporate City’s comments in the final version distributed to the public.

9.04.G Web Site. Contractor shall provide a web site customized for the City. The web site shall include, but not be limited to, descriptions of all of Contractor’s services in the City; the rates listed in Attachment D for all services; notices of special events (such as holiday greenery collection rules and dates); information on acceptable items in Cocollected MSW/Recyclable Materials, Source-Separated Food Scraps, SourceSeparated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings, and Construction and Demolition Debris Containers and what materials constitute Contamination of each material stream; information on starting, stopping, changing service, and vacation stops; information on electronic access as described in Section 9.04.E; information on available Container sizes; FAQ’s with responses; and updates for local special circumstances and events including holiday Collection schedules. Contractor shall maintain the web site in good working order and shall frequently update the web site to ensure it reflects the current rates for all services listed in Attachment D, all available services and upcoming special service events at all times.

9.05 Service Complaints. Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all Customer complaints relating to service and billing. Contractor shall record in a separate log, the format of which is approved by the City, all complaints, noting the name and address of complainant, date

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and time of complaint, nature of complaint, and nature and date of resolution. This complaint log shall be available for inspection by City. In addition, Contractor shall compile a summary statistical table of the complaint log (or a copy of the log if requested by City) and submit the table, or copy, to City as part of the monthly reports described in Attachment K.

Contractor shall respond to all complaints from Customers within eight (8) working hours of its receipt of notice of the complaint. In particular, if a complaint involves a failure to collect MSW and/or Food Scraps (including Source-Separated Food Scraps, Cocollected Food Scraps/Yard Trimmings and Co-collected MSW/Recyclable Materials) from a Premises as required by this Agreement, Contractor shall collect the MSW and all Food Scraps in question within such eight (8) working hour period, provided it has been placed for Collection in accordance with the City’s Municipal Code. If the complaint is received after normal working hours, Contractor shall respond to the complaint within eight (8) working hours of the time Contractor’s employees receive the complaint information (i.e. for a complaint left at 7:00 p.m. on a weekday, Contractor’s employees would receive the complaint at 8:00 a.m. the following morning and would resolve the complaint before 4:00 p.m. the same day).

Complaints that are not resolved by the customer service representatives through Contractor’s usual process within five (5) business days shall be referred to Contractor’s City Day-to-Day contact person for concentrated research and resolution. Contractor’s City Day-to-Day contact person shall work with the Customer, Contractor’s operations, dispatch, billing and all other personnel required to resolve the complaint. The City Dayto-Day contact person shall work with the City representative as needed to discuss and

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identify options to resolve the complaint. Once the complaint is resolved the City Day-toDay contact person shall provide photo evidence of the resolution to the City and shall follow up to make sure the complaint is truly resolved for a period of four (4) weeks. This follow up will include re-contacting the customer to ensure the complaint is resolved and the problem(s) reported have not recurred. Failure by Contractor to achieve the metrics in this Section 9.05 regarding responsiveness to Customers shall result in the assessment of liquidated damages listed in Section 15.09.

9.06 Change in Collection Schedule. Contractor shall obtain written approval from City prior to any change in Collection operations which results in a change in the day on which Collection occurs at Single Family Dwellings and/or Estates. Contractor shall comply with the requirements in Attachment B regarding notice to customers of changes in operations.

9.07 Report of Accumulation of MSW or Unauthorized Dumping. Contractor shall direct its drivers to note: (i) the addresses of any Premises at which they observe that MSW is accumulating and is not being placed for Collection, and (ii) the address, or other location description, at which MSW has been dumped in an apparently unauthorized manner. Contractor shall deliver the address or description to City within two (2) working days of such observation.

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ARTICLE 10: CONTRACTOR SB 1383 PERFORMANCE STANDARDS
In order for City to comply with the Act including SB 1383, (i) Diversion Programs required by the Agreement must be Fully Implemented and maintained throughout the Term, and (ii) Contamination levels must be minimized in all streams of materials Collected by Contractor. In the event the percentage of Diversion Programs that are Fully Implemented and/or the level of Contamination in Collected materials is not attained or maintained by Contractor as required by the Act including SB 1383, such failure would subject the City to enforcement action by CalRecycle and would be considered a breach of this Agreement.

10.01 Performance Standard for Minimization of Contamination Characterizations of each material stream in each Sector (Residential, Commercial and Multi-Family) shall be completed by Contractor according to the schedule and detailed protocols in Attachment N. As noted in Attachment N, the City will use the results of the characterizations to evaluate the average level of Contamination achieved by Contractor during each of the evaluation periods. As described in Attachment N, the initial characterizations conducted during calendar year 2027 shall be used for informational purposes to plan and modify Diversion programs, to target Public Education and to assist Customers with Contamination minimization. Results of the characterizations conducted beginning January 1, 2028 shall be used to evaluate Contractor’s achievement of the Contamination levels required in this Article 10.

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10.01.A Required Contamination Levels to be Achieved

10.01.A.1 Thirty Percent (30%) Contamination Levels to be Achieved During the Period January 1, 2028 Through December 31, 2029
During the period January 1, 2028 through December 31, 2029 Contractor shall achieve thirty percent (30%) or lower Contamination in all Residential and Commercial streams for Co-collected MSW/Recyclable Materials, Source-separated Food Scraps, Sourceseparated Yard Trimmings, and Co-collected Food Scraps/Yard Trimmings as follows and described in more detail in Attachment N: [Note: Contamination levels are calculated by weight]:
• Residential (Single Family Dwellings and Estates)
o Co-collected MSW/Recyclable Materials Contamination level: 30% or lower o Co-collected Food Scraps/Yard Trimmings Contamination level: 30% or lower
• Commercial
o Co-collected MSW/Recyclable Materials Contamination level: 30% or lower o Source-separated Food Scraps Contamination level: 30% or lower o Source-separated Yard Trimmings Contamination level: 30% or lower The above levels of Contamination shall be maintained at or below 30% throughout the entire Term of the Agreement.
• Multi-Family
o Co-collected MSW/Recyclable Materials Contamination level: 30% or lower o Source-separated Food Scraps Contamination level: 30% or lower o Co-Collected Food Scraps/Yard Trimmings Contamination level: 30% or lower

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• Contractor shall achieve the above levels of Contamination at Multi-Family dwellings within Source-separated Yard Trimmings, one (1) year and nine (9) months of the date the City issues the Certificate of Occupancy for the Multi-Family property. Contractor shall maintain Contamination levels at or below 30% throughout the entire Term of the Agreement.

10.01.A.2 Twenty-Five Percent (25%) Contamination Levels to be Achieved During the Period January 1, 2030 through December 31, 2033 During the period January 1, 2030 through December 31, 2033 Contractor shall achieve twenty-five percent (25%) or lower Contamination levels (calculated by weight) for all Residential and Commercial streams for Co-collected MSW/Recyclable Materials, Source-separated Food Scraps, Co-collected Food Scraps/Yard Trimmings as follows and described in more detail in Attachment N:
• Residential (Single Family Dwellings and Estates)
o Co-collected MSW/Recyclable Materials Contamination level: 25% or lower o Co-collected Food Scraps/Yard Trimmings Contamination level: 25% or lower
• Commercial
o Co-collected MSW/Recyclable Materials Contamination level: 25% or lower o Source-separated Food Scraps Contamination level: 25% or lower o Source-separated Yard Trimmings Contamination level 25% or lower o Co-collected Food Scraps/Yard Trimmings Contamination level: 25% or lower

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• Multi-Family
o Co-collected MSW/Recyclable Materials Contamination level: 25% or lower o Source-separated Food Scraps Contamination level: 25% or lower o Co-collected Food Scraps/Yard Trimmings Contamination level: 25% or lower

10.01.B City Evaluation of Contractor’s Attainment of Performance Standards for Contamination Minimization. Beginning with the period of January 1, 2028 through December 31, 2029 and thereafter according to the schedule in Attachment N, City will evaluate Contractor’s performance to determine whether or not the performance standard for Contamination minimization has been met for period being evaluated. In order to make a determination concerning Contractor’s performance City will utilize the results of the characterization studies performed at all Processing Facilities and for the MSW being delivered for Disposal during the timeframe stated in Attachment N. The methodology for the studies is described in Attachment N, Section 1 (“Characterization Protocols for Divertible Materials and MSW”). The City will review the study results for all characterizations performed during the evaluation period for all material streams for all sectors (Residential, Commercial and Multi-Family). The process for calculating Contamination levels achieved using the characterization data is described in Section 2.2.1 of Attachment N (“Assessment of 30% Maximum Levels of Container Contamination”.) and Section 2.2.2 (“Assessment of 25% Maximum Levels of Container Contamination”).

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As described in Attachment N, characterization data on the Contamination levels is averaged for the entire evaluation period. Contractor may conduct up to one additional re-characterization for each stream where the Performance Standard for Contamination minimization was not met, using the process described in Attachment N, Section 2.2.1 (“Assessment of 30% Maximum Levels of Container Contamination”) and Section 2.2.2 (“Assessment of 25% Maximum Levels of Container Contamination”).

In the event Contractor fails to achieve the performance standard(s) for Contamination minimization, the liquidated damages in Section 15.09 shall apply.

10.02 Performance Standard for SB 1383 Program Implementation On or before January 1, 2028 Contractor must have Fully Implemented an SB 1383 Diversion program for ninety-five percent (95%) of the Commercial and Business Establishments and Multi-Family dwelling complexes in City as described in Section 3 of Attachment B. For Multi-Family dwelling complexes this requirement applies beginning nine (9) months after the date the Multi-Family property is issued a Certificate of Occupancy from the City. Contractor shall maintain Fully Implemented Diversion programs at a minimum of 95% of all Commercial and Business Establishments and all Multi-Family properties throughout the entire Term of the Agreement.

Per Attachment B, Contractor may be relieved of the requirement to Fully Implement an SB 1383 diversion program at a Commercial and Business Establishment or a MultiFamily Dwelling complex if, after taking the steps outlined in Attachment B, Section 3.7, the Customer still refuses to implement the SB 1383-mandated program. These accounts shall be referred to the City for enforcement action. Similarly, the Contractor may refer

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non-compliant accounts to the City that may be eligible for SB 1383 Waivers for de minimis quantities and/or physical space constraints. Customers that are issued either de minimis or physical space constraint SB 1383 Waivers by the City, will be excluded in determining the Contractor’s overall SB 1383 compliance percentage.

10.02.A City Evaluation of Contractor’s Attainment of Program Implementation Standards. During the period January 1, 2028 through March 31, 2028, and each January 1 through March 31 thereafter, City will evaluate Contractor’s performance to determine whether or not the required level of Diversion program implementation has been achieved. City will review the Red/Green Tracking Spreadsheet and/or CRM System, time and work logs of the Recycling Coordinator, all the Monthly, Quarterly, and Annual Reports listed in Attachment K, submitted by Contractor up to and including the Monthly Report for December 2027. City and/or City’s agents may also conduct site visits at Customers’ Premises to determine whether Contractor has achieved the required Diversion program implementation. The onsite assessment process to evaluate Contractor’s attainment of the program implementation standards is described in Section 3.1 of Attachment N (“Assessment of Percentage of SB 1383 Diversion Programs Fully Implemented as Required by Section 10.02A”).

On or before October 1, 2028 the City shall notify the Contractor, in writing, of the percentage of compliant Commercial and Multi-family SB 1383 accounts based on its evaluation. In the notification, the City will identify the number of accounts that were identified as non-compliant. Contractor shall have 45 days from the date on which the City notifies it of the non-compliant Accounts to attempt to implement a SB 1383-

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compliant program. If, 45-days after the Contractor is notified and the overall SB 1383 compliance rate is still below 95%, the liquidated damages in Section 15.09 of the Agreement shall apply. The City has the right to conduct such SB 1383 compliance assessments at any time.

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ARTICLE 11: RECORD KEEPING, REPORTING AND INSPECTIONS

11.01 General. Contractor recognizes that maintenance of accurate and complete records of its operations and timely submission to City of accurate and complete reports is an essential aspect of the services to be provided by it under this Agreement.

Contractor further acknowledges that information reported by Contractor for compliance with SB 1383 (i) shall become part of the City’s Implementation Record as required by Section 18995.2 of the SB 1383 regulations, and (ii) all data and information required to be included in the Implementation Record shall be placed in the Implementation Record within sixty (60) days of creation of the record or information.

11.02 Record Keeping. Contractor shall maintain accurate records of: (i) personnel; (ii) equipment; (iii) Collection operations; (iv) tonnages of Disposed MSW and Disposal of Residue from the following facilities: MRF, Composting Facility, Anaerobic Digestion Facility and Construction and Demolition Debris Processing Facility; (v) Diverted Tons of Recyclable Materials, Source-Separated Yard Trimmings, Source-Separated Food Scraps, Co-collected Food Scraps/Yard Trimmings and Construction and Demolition Debris; (vi) customer service; (vii) billing and payment; (viii) sale of Recyclable Materials, Compost, Construction and Demolition materials, and any and all energy, and all other revenue-generating products created from Processing materials Collected in City; (ix) financial matters; and (x) other matters in such detail and format necessary to compile the reports required by this Agreement, including, but not limited to, all reports listed in Attachments K and N. All records of activities of Contractor in fulfilling the requirements of this Agreement, including but not limited to the above-listed records, shall be

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maintained by Contractor for the entire Term of the Agreement and for five (5) years thereafter. Contractor may, at its option, maintain those records in electronic form, hard copy, or in any other manner, provided that the records can be preserved and retrieved for inspection and verification in a timely manner in order to comply with requests from CalRecycle for production of any records in the Implementation Record within ten (10) days of request.

11.03 Reporting. Contractor shall compile and submit to City complete and accurate reports required by this Agreement, including but not limited to the following:

11.03.A Reports Listed in Attachment K. Monthly, quarterly and annual reports of Tonnages, Collection and Diversion operations, and other items.

11.03.B Monthly Recording of Information in the Red/Green Tracking Spreadsheet and in the Online CRM System. The City is planning to use a third-party vendor-licensed software (“Recyclist which is now “Scaleware”, “Zabble” or similar) to provide Customer Relationship Management (“CRM”) software to track Diversion program implementation and to comply with certain CalRecycle SB 1383 reporting requirements. The City anticipates that much of the customer interaction reporting that is required to be included in the Red/Green listing may no longer be needed if and when said software is fully implemented. During the first two (2) years of the Term, Contractor shall utilize the Red/Green Tracking Spreadsheets as described in this Article 11. The City will evaluate potential software during this time. In July 2027, City will meet with Contractor to discuss the results of City’s evaluation of available software. At that time, City may direct Contractor to track all Customer interactions using both the Red/Green

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Spreadsheets and the new software CRM system for a one-year period (or as directed by the City). During the timeframe directed by the City, Contractor shall utilize both the Red/Green Excel Spreadsheets and the new software CRM system. Contractor shall report to City on the functionality, ease of use, pros and cons of the new software system.

If and when the City is satisfied that the new software is comparable to the Red/Green Spreadsheet reports and data, a meeting will be held between City and Contractor and, at the sole discretion of the City, either one or both of the reporting systems will be utilized for the next year of the Term. This process will be repeated each year of the Term to determine the reporting system(s) to be utilized for the upcoming calendar year. The parties anticipate that the types, functions and costs of CRM software will continue to evolve over the Term and City may direct Contractor to utilize new, different and/or enhanced CRM reporting system(s) in the future.

City will acquire and own the license for the CRM software and provide access to Contractor. City will inform Contractor at any time it is replacing the initially selected software system with another CRM system and coordinate with Contractor to switch to the new CRM system. The decision of which software system to be utilized shall be at the sole discretion of the City and the decision of the City shall be final.

11.03.B.1 Information to Be Recorded in the Red/Green Tracking Spreadsheet/CRM System. Contractor shall create, maintain and update the Red/Green Tracking Spreadsheet and/or the CRM System (as directed by City pursuant to Section 11.03.B) as described in Attachment K at least monthly during the Term and more frequently as needed. The purpose of the Red/Green Tracking Spreadsheet and/or CRM System is to document all contacts made with Customers concerning

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implementation of Diversion programs, and Contractor’s completion of the program implementation tasks listed in Section 3.7 of Attachment B. Each Diversion program that is fully implemented and operating at a Customer’s premises shall be coded in green on the spreadsheet and marked on the CRM System. Each Customer premises that does not have each specific required Diversion Program for the materials being Generated (Co-collected of MSW/Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps, Source Separated Yard Trimmings and any other required program(s)) fully implemented and operating as required by this Agreement, shall be color-coded in red. Contractor shall make detailed notes in the Red/Green Tracking Spreadsheet and/or CRM System about all Customer contacts (telephone, mail, e-mail, on-site meetings, observations and inspections) and all pertinent information on issues, problems, troubleshooting and solutions concerning program implementation at each Customer’s location(s).

The description of the Red/Green Tracking Spreadsheet in Attachment K is the template and format that Contractor shall use to create the electronic version of the Red/Green Tracking Spreadsheet. On or before January 1, 2026 Contractor shall create a complete and up-to-date version of the electronic Red/Green Tracking Spreadsheet that lists all Commercial and Business Establishments in the City. Residential accounts and neighborhoods shall also be input into the spreadsheet/CRM system. Additionally, all Customer data shall be uploaded to the CRM System on or before January 1, 2026 or within seventy-five (75) days of the City providing the City-selected CRM system, whichever occurs last. When Multi-Family dwellings are constructed and occupied in City, those Customers shall be added to the Red/Green Tracking Spreadsheet and/or CRM

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system. The status of each entry’s program implementation in the spreadsheet shall be indicated and shall note actions taken and any next steps required for implementation and/or continuation of program operation. All tenants of Commercial and Business Establishments shall be identified and included in the listing as individual line items. For example, a strip mall or plaza may be shown as the Master Account and individual tenants located in the strip mall or plaza would be listed in separate rows. The program implementation status for each of the tenants shall be shown in the spreadsheet on its individual line. Over time, new businesses will open, and existing businesses will close or may change locations. As this occurs, Contractor shall notify City of changes made to the Red/Green Tracking Spreadsheet and/or CRM System by noting thereon, the change in location, business, owner/manager, and new contact information. Contractor shall not delete any Customer or business from the Red/Green Tracking Spreadsheet and/or CRM System without written approval by City. Contractor shall add new businesses that open within City and shall note such new additions to the spreadsheet/CRM system to City in the monthly meetings and shall note the month and year the new business opened, on the spreadsheet and/or CRM System.

11.03.C Reports Listed in Attachment N. Contractor shall report results of Characterization Studies of all Processing Facilities as required by Attachment N by the dates listed in Attachment N. The City is exploring the use of a third-party software (Zabble or equivalent) for use in performing Field On-Site Contamination audits at Single Family Residential, Estates, Multi-Family, Commercial and Institutional Customers. If, and when, City obtains a license for said software, City will provide access to Contractor.

Contractor shall use said software to characterize materials in Carts and Bins in addition

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to visual inspections and photographs as described in Attachment N. Reports submitted by Contractor pursuant to Attachment N shall include all data, photographs and metadata collected by the Zabble software (or equivalent).

11.04 Inspection by City. The City (and/or City’s agents) shall have the right, but not the obligation, to observe and inspect all of the Contractor’s operations involved in providing services under this Agreement to determine whether Contractor is performing in accordance with this Agreement and Applicable Laws. Contractor shall cooperate fully with such inspections, including inspections and observations of operations at all Processing Facilities, and where necessary, obtain such permissions and right of entry for inspection on behalf of City for facilities used by, but not owned by, the Contractor. In connection therewith, the City shall have the right to enter any of Contractor’s facilities and Processing Facilities owned or operated by third parties at which Contractor has contracted to process materials Collected in City, observe operations as desired by City, photograph operations and record by both written and electronic media such observations measurements and quality of Recovered and/or processed materials. Access shall be scheduled during normal business hours, however, in the case of observation and/or participation in waste characterizations, City shall have access to observe all steps of the protocols and techniques used in the sampling process. Such protocols and techniques include, but are not limited to, selection of routes, selection of materials from trucks utilizing an X and Y axis as described in Attachment N, actual sampling, weighing of samples and recording of data utilizing data sheets as described in Attachment N.

Contractor shall accommodate early morning and late evening access to coincide with the characterizations, including sampling and all techniques and protocols associated

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therewith. City access shall be granted even during high traffic and high-volume times of the day at the facility. Appropriate safety precautions and procedures shall be employed.

The City shall have the right to speak with any of Contractor’s employees, where it is necessary to obtain clarification or pertinent detail that can best be provided by the employee(s), and to receive a response to any inquiries directed to such employees; and review and make copies (at City’s expense) of any and all Contractor’s operational and business records related to this Agreement. If City so requests, Contractor shall make specified personnel available to accompany City employees and/or City’s agents on inspections. City’s access to, and observation of activities and operations at each Processing Facility shall not be restricted or impaired in any way by Contractor.

City may periodically investigate Contractor’s financial status to determine Contractor’s financial capacity to continue to perform in accordance with this Agreement.

Such investigations will be done at the sole expense of City, using such City employees or independent agents as City deems appropriate. Contractor shall cooperate during such investigations and shall make available for inspection such records as the City, or its agents or authorized personnel, may request.

Contractor shall maintain a complete roster of employees and independent contractors providing service under this Agreement. The roster shall contain the name, job classification and such other information as City may require. The City may inspect the roster, and make a copy thereof at its expense, at any time during business hours.

City shall have the right to observe Containers of Co-collected MSW/Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings, Cocollected Food Scraps/Yard Trimmings, Construction and Demolition Debris and all other

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materials for the purpose of conducting Container minimization observations as needed during the Term.

11.05 Compliance Reporting. Contractor shall submit monthly, quarterly and annual reports to the City documenting the disposition of MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Compost, and Residue from all Processing Facilities and shall format such reports so that they may be used by the City for City’s compliance with the reporting requirements of the Act, SB 1383 and all Applicable Laws, including any other subsequently enacted federal, state or local laws, rules, or regulations governing integrated waste management. Contractor shall also comply with all requirements of AB 901 (PRC Sections 41821.5-41821.8) as it may be amended, and all regulations promulgated thereto, regarding reporting Tons to CalRecycle, the City and other agencies. The aggregation of tonnages permitted by AB 901 shall not alter any of Contractor’s reporting requirements in this Agreement. The confidentiality provisions of AB 901 shall not apply to any of Contractor’s reports submitted pursuant to this Agreement. All Contractor’s reports are subject to audit by City, or by a third-party designated by City. The accuracy of all required reports to be submitted by Contractor are of paramount importance to City. Such reports show how Contractor is tracking and allocating diverted Tons, Disposed Tons, Residue Tons and Tons delivered to, and marketed from, Processing Facilities. The number of Tons diverted and Disposed directly impacts both the City’s Diversion rate as calculated by the Act, and SB 1383, the City’s costs of Diversion, and of compliance with the Act and SB 1383. Therefore, City may take all necessary steps and actions to audit, analyze and review any tonnage

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discrepancies or any other discrepancies, in Contractor’s calculations, allocations, tonnage tracking and submitted documentation and records.

11.05.A Reporting of Estate, Multi-Family and Commercial Tons Separately.

Contractor shall report all Tons collected at Estates, Multi-Family Dwelling Premises and Commercial Businesses separately by weight. This includes but is not limited to, Tons of Co-collected MSW/Recyclable Materials, Source-Separated Food Scraps, SourceSeparated Yard Trimmings, Co-collected Food Scraps/Yard Trimmings, and Construction and Demolition Debris. Contractor shall accomplish the separate tracking and reporting of Estate, Multi-Family Dwelling and Commercial Tons from Bins by recording the weight and the method used to determine the weight, type of Customer for each Bin lift (Estate, Multi-Family Dwelling or Commercial), Customer account and report the Tons for each Customer type daily for each route.

For Cart Collection service at Estates, Multi-Family dwellings and Commercial Business Premises, Contractor shall record the origin of each lift (Estate, Commercial or Multi-Family) and allocate the Tons Collected from each sector. Contractor shall report the allocation method used for allocating Tons Collected from Carts in each sector.

The City will review the allocation methods and calculations submitted by Contractor for Bins and Carts lifts, and if the methods are not satisfactory to the City, City may direct that Contractor utilize a different tracking and allocation method.

11.05.B Material Discrepancy in Data Reported.

In the event that City discovers any material discrepancy in Contractor’s reported Diversion, Disposal, Tonnages, or any reported data required by this Agreement, City will

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notify Contractor and Contractor shall have fourteen (14) calendar days to explain or otherwise resolve the discrepancy or discrepancies to the satisfaction of City. If there remains any doubt or question about the accuracy of Contractor’s calculations, allocations, documentation or disposition of Tons of MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris, Compost, or any other materials, City may undertake a detailed examination of all information, documentation, calculations and other data.

Contractor shall reimburse City’s actual costs up to seventy-five thousand dollars ($75,000) in each calendar year for such analysis, research, and review. Contractor shall cooperate fully with City’s efforts and shall provide in a timely manner all additional Cityrequested documentation, information, and records (both electronic and hard copy) and shall provide access to all City (and/or City’s agents) requested documents and records both of Contractor and of the Processing Facilities used to process Tons Collected in City.

City will invoice Contractor for the actual cost of the additional tonnage and allocation review and Contractor shall pay the invoice within thirty (30) days of receipt. In the event that Contractor fails to pay City’s invoice within thirty (30) days of receipt, interest shall accrue at the Prime Rate (as published in the Wall Street Journal as of the due date for payment of the invoice) plus five percent (5%).

11.06 Annual Route Audit. Contractor shall conduct an annual audit, during the month of April of each year of this Agreement, of all Collection routes for MSW and Recyclable Materials, Food Scraps and Yard Trimmings. The audit shall include, at a minimum: (i) the route number, (ii) identification number of vehicles servicing each route, (iii) number and type of accounts serviced by route and by truck, (iv) number and sizes of Containers

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collected together with the frequency of Collection by route and by truck, (v) weights of MSW, Co-collected MSW/Recyclable Materials, Single-Material Recyclables, Single Stream Recyclable Materials, Source-Separated Food Scraps, Source-Separated Yard Trimmings and Co-collected Food Scraps/Yard Trimmings by route and by truck, (vi) densities for all routes audited in pounds per cubic yard, and (vii) any pertinent operational details. Results of the route audit shall be delivered to City in their entirety, including, but not limited to, maps of routes with each route numbered, survey sheets, logs, route lists, forms used to gather information, and other similar documents, within ten (10) working days of completion of the audit, and in no event later than May 20 of each year of the Term. The initial audit shall be performed in September 2027 with the report due by November 20, 2027. Said audit may be undertaken directly by Contractor or on behalf of Contractor by another party, but in either event shall be completed at Contractor’s sole expense.

11.07 Characterization Studies. Contractor shall conduct the following characterization studies as described in Attachment N:

11.07 Characterization Studies. Contractor shall conduct characterization studies of the streams of materials being delivered to each Processing Facility using the protocols and at the frequencies described in Attachment N. The first Processing Facility characterization studies shall be conducted beginning in calendar year 2027 as described in Attachment N. The characterization study reports shall include the items listed in Attachment N and be submitted to City at the frequencies described therein. City shall have the right to have City staff or City’s representatives present during any of the study.

Contractor shall give City a minimum of fifteen (15) calendar days written notice of the

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date and time Contractor shall conduct each study. The characterization studies and the reports on results shall be performed and prepared at Contractor’s sole expense.

The results of the characterization study shall be put into use the first day of the month following submittal of the report to the City and approval of the report and allocation method by City, and shall be used to report Tons Diverted and Disposed by each Processing Facility for the City of San Marino in the monthly reports submitted to City pursuant to Attachment K. Such results shall be used to report Tons Diverted and Disposed by each Processing Facility for the City of San Marino until the results of the next characterization study are approved by City. If and when Contractor is required to report to CalRecycle or any other agency, jurisdiction-specific Tons Diverted and Tons of Residue for each Processing Facility used by Contractor to process City’s materials, Contractor shall report using the results of the Processing Facility characterization studies described herein.

11.08 Annual City Review of Contract Characterizations and Results. Each year of the Term, City shall have the right, but not the obligation, to conduct a review of the procedures used to perform all characterization studies described in Section 11.07. If City desires to review the characterization procedures, City will contact Contractor to schedule a meeting or series of meetings to discuss the procedures and results. At City’s sole discretion, Contractor shall change the characterization protocol, timing and frequency as directed by City and shall put such changes into effect with the next characterization.

City’s review of characterization procedures may include review of Contractor and Processing Facility records and on-site visits to Contractor’s facilities and Processing

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Facilities. City’s (and/or City’s agents) access to, and observation of activities and operations at each Processing Facility shall not be restricted or impaired in any way by Contractor.

11.09 Reporting of Adverse Information. Contractor shall promptly notify City and shall provide the City with three (3) copies (one to the Public Works Director, one to the City Manager and one to the City Attorney) of all claims, complaints, pleadings, demand letters, Notices of Violation, communications or other written material that sets forth or discusses Contractor’s potential liability with respect to Contractor’s performance of services under this Agreement, or with respect to collection services provided by Contractor in any other jurisdiction during the term of this Agreement. This shall include such documents as may be received from or sent by Contractor to the U.S. Environmental Protection Agency, California Environmental Protection Agency, CalRecycle, the Securities and Exchange Commission, or any other federal, state or local agency with jurisdiction over Contractor’s operations, including but not limited to documents that may be filed in any federal or state court or arbitration. Copies shall be submitted to the City simultaneously with Contractor’s filing or submission of such materials with said agencies.

Contractor’s routine correspondence with said agencies need not be submitted to City but shall be made available to the City promptly upon City’s written request.

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ARTICLE 12: INDEPENDENT CONTRACTOR

12.01 Contractor an Independent Contractor. In the performance of services under this Agreement, the Contractor shall be, and is, an independent contractor, and is not an agent or employee of the City. Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all Persons assisting Contractor in the performance of Contractor’s services hereunder. Contractor shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding and all other regulations governing such matters, and shall be solely responsible for Contractor’s own acts and those of Contractor’s employees and other agents.

12.02 No Partnership or Joint Venture Created. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the City and Contractor, or as giving the City a duty to supervise or control the acts or omissions of any Person performing services or work under the Agreement.

12.03 No Entitlement to City Benefits. Neither Contractor nor its officers, employees, agents or subcontractors shall be entitled to any retirement benefits, healthcare benefits, workers’ compensation benefits or any other benefits which accrue to any City employees, and Contractor expressly waives any claim it may have to acquire to such benefits. Contractor agrees to defend and indemnify City for any claims brought by Contractor’s employees against City for such benefits.

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ARTICLE 13. INDEMNITY, INSURANCE, BOND

13.01 General Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City (“Indemnity”) , its elected or appointed officials, officers, employees, agents, consultants, volunteers, affiliate, assignees, representatives, attorneys, subsidiaries and affiliated entities and their respective heirs and assigns (collectively “Indemnified Parties”) from and against any and all claims (individually a “Claim”, collectively “Claims”) including without limitation, Claims for bodily injury, death, or damage to property, demands, obligations, damages, actions, causes of action, suits, administrative proceedings, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever which may arise from or be in any way related directly or indirectly to City entering into this Agreement with Contractor, Contractor’s breach of its obligations under this Agreement, Contractor’s performance of, or its failure to perform, its obligations under this Agreement, any other acts, omissions, or conduct (intentional or willful) of Contractor, any Claim concerning the validity of City entering into this Agreement or any ordinance or action based thereon, any Claim challenging City’s authority with respect to the entering into Agreements, including the process for the approval of Agreements, exclusive or otherwise, any Claim involving the Collection, Transportation, Processing, or Disposal of Municipal Solid Waste, Recyclable Materials, Food Scraps, Yard Trimmings and/or Construction and Demolition Debris, arising out of the exercise of this Agreement by Contractor, any Claims by other entities disputing the rights and privileges granted by City in this Agreement, any Claims related to City’s failure to meet the solid waste diversion requirements resulting in whole or in part from

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Contractor’s breach or failure to perform this Agreement (subject to the limitation set forth below) or any Claims specified under the provisions of Section 13.05 below concerning Pollution and/or Hazardous Waste.

The Indemnity shall not apply to the extent that the Claim is caused by the sole negligence or the willful misconduct of the Indemnified Parties. The Indemnity shall apply if the Claim is caused by the joint negligence of Contractor and other Persons. This Indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. The policy limits shall not act as a limitation upon the amount of indemnification to be provided by Contractor. Upon the occurrence of any Claim, Contractor, at Contractor’s sole cost and expense, shall defend (with attorneys reasonably acceptable to City) the Indemnified Parties. Contractor’s duty of Indemnity (inclusive of its duty to defend) shall survive the expiration or earlier termination of this Agreement.

The indemnity provided by Contractor in this Section 13.01 shall not apply to any Claims filed against the City by the City’s prior contractor, Arakelian Enterprises, Inc. dba Athens Services and/or owners thereof, contesting the legality or validity of City’s Request for Proposal process, City’s award and/or negotiation of any contract or agreement pursuant to that process, any contract or agreement resulting from that process, any action taken by City related thereto, including but not limited to the adoption of any resolution, ordinance, or minute order, any challenge to the exercise of City’s authority

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related to the foregoing, or to any action at law or equity, whether for monetary and/or injunctive relief.

Nothing in this section shall be deemed to require Contractor to defend or to indemnify the City for claims where the City is prohibited from imposing such duties on Contractor pursuant to Public Resources Code section 40059.1(c)(1) through (5) inclusive or section 40059.2(d)(1) and (2) inclusive. Where Public Resources Code section 40059.1(c)(1) through (5) inclusive requires City to first affirmatively seek, in good faith, all administrative relief available, except upon a showing of good cause, for imposition of a penalty based on City’s failure to meet solid waste diversion requirements, such action by City shall be a precondition to Contractor’s Indemnity obligation solely as to that matter.

13.02 Insurance.

13.02.A Types and Amounts of Coverage. Without limiting Contractor’s duty of Indemnity described in Section 13.01, Contractor shall procure from an insurance company or companies currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers licensed to do business in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Agency’s Risk Manager, and shall maintain in force at all times during the Term at Contractor’s sole expense, the types and amounts of insurance listed in this Section 13.02 in a form acceptable to City. If

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Contractor maintains higher limits than the minimums listed in this Section 13.02, the City shall be entitled to coverage for the higher limits.

13.02.A.1 Workers’ Compensation and Employer’s Liability. Contractor shall maintain workers’ compensation insurance (Statutory Limits) covering its employees in statutory amounts and otherwise in compliance with the laws of the State of California.

Contractor shall maintain employer’s liability insurance in an amount not less than One Million Dollars ($1,000,000) per accident or disease. Contractor shall not be obligated to carry workers’ compensation insurance if (i) it qualifies under California law and continuously complies with all statutory obligations to self-insure against such risks; (ii) furnishes a certificate of Permission to Self-Insure issued by the Department of Industrial Relations; and (iii) furnishes updated certificates of Permission to Self-Insure periodically, at least annually, to evidence continuous self-insurance. Contractor shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.

13.02.A.2 Comprehensive General Commercial Liability and Commercial Automobile Liability Policies. Contractor shall maintain comprehensive commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, and commercial automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, with each policy having limits of not less than Ten Million Dollars

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($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) annual aggregate covering all claims and all legal liability for personal injury, bodily injury, death, and property damage, including the loss of use thereof, arising out of, or occasioned in any way by, directly or indirectly, Contractor’s performance of, or its failure to perform, services under this Agreement. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

The insurance required by this subsection shall include:
(i) Premises Operations (including use of owned and non-owned equipment);
(ii) Products and Completed Operations (including protection against liability resulting from use of Recyclable Materials by another Person);
(iii) Personal Injury Liability with employment exclusion deleted; (iv) Broad Form Blanket Contractual with no exclusions for bodily injury, personal injury or property damage (including coverage for the indemnity obligations contained herein);
(v) Owned, Non-Owned, and Hired Motor Vehicles;
(vi) Broad Form Property Damage.

The comprehensive general liability insurance shall be written on an “occurrence” basis (rather than a “claims made” basis) in a form at least as broad as the most current version of the Insurance Service Office commercial general liability occurrence policy form (CG0001). If occurrence coverage is not obtainable, Contractor shall arrange for “tail coverage” on a “claims made” policy to protect City from claims filed within four years after the expiration or termination of this Agreement relating to incidents that occurred

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prior to such expiration or termination. Any excess or umbrella policies shall be on a “following form” basis.

13.02.A.3 Pollution Liability. Contractor shall maintain environmental / pollution liability insurance, and transportation pollution liability insurance to include onsite, under-site and offsite liability coverage, for bodily injury (including death and mental anguish), property damage, regulatory fines, defense costs and cleanup costs with minimum limits of Five Million Dollars ($5,000,000) each loss and Ten Million Dollars ($10,000,000) in the aggregate covering claims arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants in any way related to Contractor’s performance of, or operations under, this Agreement.

Non-owned Disposal site coverage shall be provided if Contractor is handling, storing or generating Hazardous Waste or hazardous materials or any material or substance otherwise regulated under environmental laws or regulations.

13.02.A.4 Umbrella or Excess Liability Insurance. Contractor shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial

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general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; • “Pay on behalf of” wording as opposed to “reimbursement”; • Concurrency of effective dates with primary policies.

Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, commercial automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

13.02.A.5 Physical Damage. Contractor shall maintain comprehensive (fire and theft) physical damage insurance covering the vehicles and equipment used in providing service to City under this Agreement, with a deductible or self-insured retention not greater than One Hundred Thousand Dollars ($100,000). The deductible limit may be increased by City with acceptable proof of self-insurance. Notwithstanding the foregoing, Contractor shall be allowed to self-insure for physical damage to its vehicles provided Contractor provides adequate audited financial information to City and City is reasonably satisfied that Contractor has the financial net worth to cover any losses.

13.02.B Acceptability of Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact

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business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

13.02.C Required Endorsements. Without limiting the generality of Sections

13.02.A and B, the Worker’s Compensation, General Liability, Automobile Liability, Umbrella or Excess Liability and Pollution Liability/ Transportation Pollution Liability policies shall contain endorsements making the City and its Indemnified Parties including but not limited to elected or appointed officers, officials, employees, and agents and volunteers an additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Endorsement shall also be obtained that state that for any claims related to this Agreement, the Contractor’s insurance coverage shall be primary and noncontributory insurance coverage at least as broad as ISO CG 20 01 with respect to the City, its officers, officials, employees, agents, and volunteers, and that any insurance or programs of self-insurance (including participation in risk pools) maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s

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insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its officers, its employees, agents, volunteers, and subcontractors.

13.02.D Delivery of Proof of Coverage. No later than ten (10) calendar days after execution of this Agreement by both parties, Contractor shall furnish City one or more certificates of insurance and required endorsements substantiating that each of the coverages and endorsements required hereunder are in force, in form and substance satisfactory to City. Such certificates shall show the type and amount of coverage, effective dates and dates of expiration of policies and shall be accompanied by all required endorsements. If City requests, copies of each policy, together with all endorsements, shall also be promptly delivered to City in one complete package.

Contractor shall furnish renewal certificates to City to demonstrate maintenance of the required coverages throughout the Term. Each year on or before the renewal date for all insurance policies required herein, Contractor shall deliver to City a new package

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containing all insurance certificates with all of the required endorsements and copies of all insurance policies required by this Agreement.

The Contractor shall obtain the written consent of the City prior to changing insurers providing insurance under this Agreement, which consent shall not be withheld or delayed unreasonably.

13.02.E Other Insurance Requirements.

1. Contractor hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

2. If the Contractor maintains broader coverage and/or higher limits than the minimums limits required above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require the self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through

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confirmation from the underwriter. The policy language for all policies shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity. City is not responsible for payment of premiums for or deductibles under any required insurance coverages.

4. The Contractor agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by the Contractor (hereinafter collectively “subcontractor”), provide the same minimum insurance coverage and endorsements required of the Contractor. The Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event the Contractor’s subcontractor cannot comply with this requirement, which proof must be submitted to the City, the Contractor shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor’s scope of work and services, with limits less than required of the Contractor, but in all other terms consistent with the Contractor’s requirements under this Agreement The liability insurance required by Subsection 13.02.A.2 shall cover all subcontractors or the subcontractor must furnish evidence of insurance provided by it meeting all of the requirements of this Section 13.02.

5. Contractor shall comply with all requirements of the insurers issuing policies. This provision does not relieve the Contractor of its contractual obligations under the agreement, including those imposed by Section 13.01, and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This

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provision is intended solely to provide the Contractor with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Contractor under this agreement given the limited scope of work or services provided by the subcontractor. The Contractor agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to the City for review. If any claim is made by any third Person against Contractor or any subcontractor on account of any occurrence related to this Agreement, Contractor shall promptly report the facts in writing to the insurance carrier and to the City.

6. If Contractor fails to procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property or financial loss which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subconsultants. Contractor must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. Agency and its officers, officials, employees, and agents shall continue as additional insureds under such policies, as required. City may take out and maintain, at Contractor’s expense, such insurance as it may deem proper and deduct the cost thereof from any monies due Contractor. Alternatively, the City may treat the failure as a Contractor Default, and not subject to any applicable cure period.

7. The Parties acknowledge that the market for insurance is subject to unforeseeable events which can affect the amount of coverage needed and

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pricing therefor. Accordingly, in the event the City determines that the services under this Agreement create an increased or decreased risk of loss to the City, Contractor agrees that the minimum limits of the insurance policies required by this Section may be changed accordingly upon receipt of written notice from the City; provided that Contractor shall have the right to appeal a determination of increased coverage to the City Council of City within ten (10) days of receipt of notice from the City.

8. Coverage provided by the Contractor shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

13.03 Faithful Performance Bond. Not later than ten (10) days after execution of this Agreement by both parties, Contractor shall file with City a bond securing the Contractor’s faithful performance of its obligations under this Agreement. The principal sum of the bond shall be Three Million Five Hundred Thousand Dollars ($3,500,000). The form of the bond shall be as set out in Attachment L. The bond shall be executed as surety by a corporation admitted to issue surety bonds in the State of California, regulated by the

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California Insurance Commissioner and with a financial condition and record of service satisfactory to City.

It is the intention of this Section 13.03 that there be in full force and effect at all times a bond securing the Contractor’s faithful performance of the Agreement, throughout its Term.

13.04 Alternative Security. City may, in its sole discretion, allow Contractor to provide alternative security in the amount set forth in Section 13.03, in the form of (a) a prepaid irrevocable standby letter of credit in form and substance satisfactory to City and approved by the City Attorney and issued by a financial institution acceptable to City, or (b) a certificate of deposit in the name of the City with a term satisfactory to City and with a financial institution acceptable to City.

13.05 Hazardous Waste Indemnification.

A. Without regard to any insurance coverage or requirements, and without limiting the above general indemnification obligation in any way, Contractor specifically agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City) reimburse, indemnify, and hold City and its past and present officers, council members, employees, consultants and agents (hereinafter “Indemnified Parties”) harmless from and against any and all claims, actions, liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, actions, attorneys’ fees, consultant fees, penalties and any and all other losses, damages, fees and expenses of whatever kind or nature (“Claims”) (including but not limited to response costs, investigative costs, assessment costs, monitoring costs, treatment costs, cleanup costs,

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San Marino City CouncilMay 21, 2025

San Marino City Council
May 21, 2025