Agenda packet — San Marino City Council, September 10, 2025 (part 3 of 7)

Commercial timing example: For example, for Calendar Year 2027 (1/1/2027 – 12/31/2027), the Contractor shall conduct one (1) Commercial characterization study of PAGE 577 of 1808

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the Commercial Source-separated Food Scraps stream in Calendar Quarter 1, 2027 (low season) and one (1) during Calendar Quarter 3, 2027 (high season). During Calendar Year 2028 (1/1/2028 – 12/31/2028), the Contractor shall conduct one (1) characterization study of the Commercial Source-separated Food Scraps stream in Calendar Quarter 2, 2028 (high season) and Calendar Quarter 4, 2028 (low-season).

Multi-Family timing example: For example, for Calendar Year 2027 (1/1/2027 – 12/31/2027), the Contractor shall conduct one (1) Multi-family characterization study of the Source-separated Food Scraps stream in Calendar Quarter 1, 2027 (low season) and one (1) during Calendar Quarter 3, 2027 (high season). During Calendar Year 2028 (1/1/2028 – 12/31/2028), the Contractor shall conduct one (1) characterization study of the Multi-family Source-separated Food Scraps stream in Calendar Quarter 2, 2028 (high season) and Calendar Quarter 4, 2028 (low-season). These dates shall be adjusted based on the date of the City’s issuance of the Multi-Family Property’s Certificate of Occupancy.

See Exhibit N-1. for the schedule of characterization studies that shall be conducted over the Term of the Agreement.

Methodology:

Residential Sampling protocol: For each characterization study, loads shall be sampled only for Co-Collected Food Scraps/Yard Trimmings Collected from Residences. Since the Contractor provides back-yard services (BYS) to all Residential accounts, the sampling collection methodologies included below must be closely coordinated with Collection operations to ensure the sampling team has access to Carts in Residents’ side and backyards.

Each characterization shall be done by hand (i.e. a manual sort not a mechanized sort) and total load weights shall be established for each load sampled. One sample shall represent the entirety of the contents of a Residential Co-Collected Food Scrap/Yard Trimmings. Samples shall be collected on the regular service day of the route being sampled. Contractor shall sample only full Carts. For Food Scraps/Yard Trimmings, a ‘full’ cart is defined as fifty percent (50%) or more Cart capacity utilization. Sampling shall be collected using one of the following options:
1) a box truck;
2) a flat-bed vehicle, or;
3) a dedicated back-yard service (BYS) vehicle during the service day for that geographic area that only collects samples for the purposes of conducting the characterization study.

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the resident that their Cart was taken by Contractor and replaced with an identical Cart on the day(s) the characterization study and the reason why the Contractor is conducting the waste characterization. The notice(s) shall include Contractor’s telephone number, web site address, assurances that any of the Residents’ private information that may be found in the Cart will be kept confidential by Contractor, and at least one (1) social media method for Residents to obtain additional information, ask questions and receive answers from Contractor concerning the characterization. The protocols described herein for Cart removal and ‘hang tags’ are not required if the Contractor chooses to collect samples using option 3 above (a dedicated BYS collection vehicle to collect samples). If Option 3 is selected, and the requisite number of samples cannot fit into a single BYS vehicle, the Contractor will be required to consolidate the contents of the full Carts that will be sampled during the waste characterization into a roll-off box or front-end loader for transport to the sorting location.

Residential Estate sampling protocol: For each Residential Estate characterization study, loads shall be sampled only from Co-collected Yard Trimmings and Food Scraps Collected from Estate Residences. Residential Estate Customers generate large volumes of Materials and make use of both Carts and Bins for collection. To collect samples for Residential Estate Characterizations, Contractor shall service only Residential Estate Customers along a regularly scheduled route. The segregated load containing Cocollected Yard Trimmings and Food Scraps collected from Residential Estates shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section.

Commercial sampling protocol: For each Commercial characterization study, loads shall be sampled only from Source-separated Food Scrap Materials Collected from Commercial Businesses. To collect samples for Commercial Waste Characterizations, Contractor shall service only Commercial Customers along a regularly scheduled route.

The segregated load containing Source-separated Food Scraps collected from Commercial Premises shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section.

Commercial and Multi-Family sampling protocol: For each Multi-Family characterization study, loads shall be sampled only from Source-separated Food Scrap Materials Collected from Multi-Family Premises. To collect samples for Multi-Family Waste Characterizations, Contractor shall service only Multi-Family Bin Customers along a regularly scheduled route. The segregated load containing Source-separated Food Scraps collected from Multi-Family Premises shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section. Multi-family specific sampling will begin within nine months of the date that the City’s Certificate of Occupancy is issued for that Multi-Family property.

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Sample Selection Protocol for Residential, Commercial, and Multi-Family Containers:

The following number of samples (i.e. full Carts or Bins) per sampled route shall be Collected as applicable to the sizes of San Marino routes:

1. For routes that service less than 1,500 generators per week the study shall include a minimum of 25 samples.

2. For routes that service 1,500-3,999 generators per week the study shall include a minimum of 30 samples.

The characterization study shall include samples taken from different areas in the City along the sampled route that are representative of Co-Collected Food Scraps/Yard Trimmings in different neighborhoods and business districts throughout the City. Samples (i.e. “full” Carts, or Bins, as defined herein) may be gathered on a single day or on multiple service days over the course of the week provided the above-described total samples are collected from the route. A minimum of thirty (30) calendar days in advance of each characterization, Contractor shall provide City with a list and/or map of Residences, Commercial Businesses, or Multi-Family Premises (with addresses) identified for sampling during the upcoming characterization in order for City to review and make sure the samples will be taken from different areas of the City as described herein.

Sorting protocol: All of the material collected on-route for sampling must be transported to a sorting area at a permitted solid waste facility where the presence of prohibited Contaminants in the Co-collected Food Scraps/Yard Trimmings and/or Source-separated Food Scraps are measured to determine the ratio of prohibited Contaminants present in each Cart by type and weight. To determine the ratio of prohibited Contaminants the Contractor shall use the following protocol:

1. Take one sample of at least 200 pounds from the material collected from the sampled stream for sampling (e.g. a 200-pound sample taken from the contents of all of the Food Scraps/Yard Trimmings Carts/Bins collected for sampling).

2. The 200-pound sample shall be randomly selected from different areas of the pile of Food Scraps/Yard Trimmings. Materials shall be collected for sorting from the sample pile using a grid method and shall be hand collected. The grid method assigns an imaginary XY axis over the load after it is dumped on the tipping floor.

Four random number pairings between 0-20 (for the long dimension of the load i.e. length) and 0-10 (for the shorter dimension of the load i.e. width) shall be generated to identify the location of the samples on the load. Each sample shall weigh at least 50 lbs. and shall be collected by hand in a 60-to 90-gallon Cart.

3. For the 200-pound sample, remove any prohibited Contaminants and sort materials by the commodity types indicated in the ‘sorting Categories’ section below (Processing Facility Categories 1 and 2). Place Contaminants and sorted materials into separate Carts. Determine the weight of prohibited Contaminants PAGE 580 of 1808

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and of the sorted materials by weighing each Cart and deducting the Cart tare weight. Record the gross weight and net weight for Contaminants and Divertible Food Scraps/Yard Trimmings manually using the worksheet provided in Exhibit N3.

4. Calculate the composition percentage of both Contaminants and Divertible Food Scraps/Yard Trimmings Waste in the sample. To determine the ratio of prohibited Contaminants in the sample, divide the total net weight of prohibited Contaminants by the total weight of the sample. To determine the ratio of Divertible Food Scraps/Yard Trimmings in the sample, divide the total net weight of the Food Scraps/Yard Trimmings by the total weight of the sample.

Sorting Categories: Materials shall be sorted into the categories below and shall be weighed:

Processing Facility Category 1 – Materials Accepted at the City-approved Composting Facility in Article 6 of the Agreement
Processing Facility Category 2 - Contamination: Materials that are considered Contamination and that are not accepted by the City-approved Composting Facility in Article 6 of the Agreement.

Category 1 acceptable materials include: Food Scraps, Food Soiled Paper, Yard Trimmings, prunings, leaves, other Yard Trimmings, grass clippings and all other acceptable materials listed under the category “Co-Collected Food Scraps/Yard Trimmings” and “Source-separated Food Scraps” in Attachment B, Section 6.

Category 2 non-acceptable material types include: MSW, Recyclable Materials, glass, plastics, and all other material types listed as “Contamination” for Food Scraps/Yard Trimmings and Source-separated Food Scraps in Attachment B, Section 6.

Exhibit N-3 includes the characterization data collection sheet that shall be used during these characterization studies.

The Category 2 non-accepted materials shall also be separated manually and weighed by material type (e.g. plastics, glass, metals, non-compostable packaging, etc.). The type and weight of each non-Divertible material type shall be recorded and carefully photodocumented and included in the Contractor’s report to the City. Non-recoverable nonorganic contaminants found in the samples shall be photographed and noted to include in future outreach materials to remind Customers of the prohibition of these materials in the Recyclable stream.

Analysis: The results of the samples shall then be used to produce a characterization that shall be used to establish the percentage Diversion and the amount of Contaminants for the City’s Co-Collected Food Scraps/Yard Trimmings and Source-separated Food Scraps routes. This characterization process shall be repeated twice annually to establish the next six-months’ tonnage allocation (e.g. percent Diverted and percent that is Contaminants) to account for seasonal fluctuations. Said tonnage allocation shall be PAGE 581 of 1808

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used in, and included in, the tonnage reports described in Attachment K. Contractor shall apply the average of the results of each waste characterization to the Attachment K tonnage reports and include this average calculation in its report. For example, if it is the fourth characterization and the diversion rate was 75% and the previous three characterization results where 85%, 90%, and 80%, the diversion rate applied to the Attachment K reports for the next 6-month period would be 82.5% ((85%+90%+80%+75%)/4).

In the case of a significant rain event, characterizations of Co-Collected Food Scraps/Yard Trimmings and Source-separated Food Scraps shall be delayed until dry conditions have returned for a one (1) week period and Contractor shall immediately notify the City of the delay, the reason for the delay and of the new characterization date(s).

Calculating Density on Service: For purposes of determining the average density of Cocollected Food Scraps/Yard Trimmings, Source-separated Yard Trimmings, and/or Source-separated Food Scraps Collected, and as a metric to evaluate Collection efficiencies and Cart capacity utilization, the Contractor shall perform the following calculation for both Source-separated Food Scraps, Source-separated Yard Trimmings, and/or Co-collected Food Scraps/Yard Trimmings (as applicable).

The net tonnage of the Co-collected Food Scraps/Yard Trimmings, Sourceseparated Yard Trimmings, and/or Source-separated Food Scraps Collected in the sampled trucks (or sampled Carts) shall be calculated by dividing by the total tons Collected of Co-collected Food Scraps/Yard Trimmings, Source-separated Yard Trimmings, and/or Source-separated Food Scraps by the total on-service cubic yards Collected to calculate a density for this stream. The results shall be recorded and reported in the audit.

For example, if one (1) load sampled weighed a total of 5 Tons and was Collected from 100 cubic yards on service, the average “material on service density” for this stream would be 100 lbs. per cubic yard. Cubic yards on service shall be calculated using actual route data (i.e. if one route sampled collected 100 64-gal Carts, the yards on service for that route would be 6400 gallons, of 31.7 cubic yards).

Reporting: Contractor shall submit a written report to the City semi-annually beginning with Contractor’s Quarterly report in Quarter 1, 2027. The report will summarize the results of the characterization study, including a summary of characterization results; the measured weights for each commodity or category; the percent of each commodity/category found in each sample and in aggregate; a description and photographs of the types of Contaminants materials found during the characterization study; the average density on-service for the materials sampled (i.e. load weights divided by yards serviced); locations where the samples were collected; and any other data requested by the City. Upon approval by the City, the results of the characterization study shall be applied to the Tons delivered to the Co-collected Food Scraps/Yard Trimmings, Source-separated Yard Trimmings, and/or Source-separated Food Scraps Facility and Tons of Contaminants delivered to the Landfill from the Co-collected Food Scraps/Yard PAGE 582 of 1808

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Trimmings, Source-separated Yard Trimmings, and/or Source-separated Food Scraps in subsequent monthly reports and shall be in effect until the results of the next characterization study are approved by the City.
1c. Characterization Protocol for MSW Being Delivered to Disposal Site The following protocol will be used to conduct characterizations of MSW at the Citydesignated Disposal Site for MSW where the following material components are disposed:
• Residential Stream - MSW component
• Residential Estate Stream - MSW component
• Commercial Stream - MSW component
• Multi-Family Stream - MSW component
Timing: Characterization studies shall be conducted two (2) times each year of Agreement for both the Residential, Commercial and Multi-Family MSW streams so that each study selects a sample during the ‘high season’ (April through September) and during the low season (October through March) as shown in the table provided as Exhibit N-1 to this Attachment. (Note: The quarters refer to calendar year quarters as noted in the footnote in Exhibit N-1). The first characterizations of both Residential, Commercial, and Multi-Family MSW shall take place beginning Quarter 1, 2027. The timing for when the characterization studies are conducted shall be staggered so that after two (2) years, two (2) Residential MSW characterization, two (2) Commercial MSW, and (2) Multi-Family MSW characterization shall have taken place during each calendar quarter, with two (2) characterizations completed during the high season (Quarters 2 and 3) and two (2) during the low season (Quarters 1 and 4).

Residential and Estate timing example: For example, for Calendar Year 2027 (1/1/2027 – 12/31/2027), the Contractor shall conduct one (1) Residential/Estate characterization study of the MSW stream in Calendar Quarter 1, 2027 (low season) and one (1) during Calendar Quarter 3, 2027 (high season). During Calendar Year 2028 (1/1/2028 – 12/31/2028), the Contractor shall conduct one (1) characterization study of the Residential MSW stream in Calendar Quarter 2, 2028 (high season) and Calendar Quarter 4, 2028 (low-season).

Commercial timing example: For example, for Calendar Year 2027 (1/1/2027 – 12/31/2027), the Contractor shall conduct one (1) Commercial characterization study of the Commercial MSW stream in Calendar Quarter 1, 2027 (low season) and one (1) during Calendar Quarter 3, 2027 (high season). During Calendar Year 2028 (1/1/2028 – 12/31/2028), the Contractor shall conduct one (1) characterization study of the Commercial MSW stream in Calendar Quarter 2, 2028 (high season) and Calendar Quarter 4, 2028 (low-season).

Multi-Family timing example: For example, for Calendar Year 2027 (1/1/2027 – 12/31/2027), the Contractor shall conduct one (1) Multi-family characterization study of PAGE 583 of 1808

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the MSW stream in Calendar Quarter 1, 2027 (low season) and one (1) during Calendar Quarter 3, 2027 (high season). During Calendar Year 2028 (1/1/2028 – 12/31/2028), the Contractor shall conduct one (1) characterization study of the Multi-family MSW stream in Calendar Quarter 2, 2028 (high season) and Calendar Quarter 4, 2028 (low-season).

These dates shall be adjusted based on the date of the City’s issuance of the Multi-Family Property’s Certificate of Occupancy.

Please see Exhibit N-1. for the schedule of characterization studies that shall be conducted during the Term of the Agreement.

Methodology:

Sample Selection Methodology – Residential MSW: For each characterization study, loads shall be sampled only from the Residential MSW stream. Since the Contractor provides back-yard services (BYS) to all Residential accounts, the sampling collection methodologies included below must be closely coordinated with Collection operations to ensure the sampling team has access to Carts in Residents’ side and back-yards.

Each characterization shall be done by hand (i.e. a manual sort not a mechanized sort) and total load weights shall be established for each load sampled. One sample shall represent the entirety of the contents of a Residential MSW Cart. Samples shall be collected on the regular service day of the route being sampled. Contractor shall sample only full Carts. A ‘full’ Cart is defined as seventy-five percent (75%) or more Cart capacity utilization. Sample shall be collected using one of the following options:
1) a box truck;
2) a flat-bed vehicle, or;
3) a dedicated back-yard service (BYS) during the service day for that geographic area that only collects samples for the purposes of conducting the characterization study.

NOTE: If Contractor is using a box truck or flat-bed vehicle to collect samples and will be removing the Cart from the premises (options 1 and 2 above), Contractor shall immediately replace each full Residential Cart that is Collected, with a clean Cart of the identical size, type and color. The clean replacement cart will include a ‘hang-tag’ notifying the resident that their Cart was taken by Contractor and replaced with an identical Cart on the day(s) the characterization study and the reason why the Contractor is conducting the MSW characterization. The notice(s) shall include Contractor’s telephone number, web site address, assurances that any of the Residents’ private information that may be found in the Cart will be kept confidential by Contractor, and at least one (1) social media method for Residents to obtain additional information, ask questions and receive answers from Contractor concerning the characterization. The protocols described herein for Cart removal and ‘hang tags’ are not required if the Contractor chooses to collect samples using option 3 above (a dedicated BYS collection vehicle to collect samples). If Option 3 is selected, and the requisite number of samples cannot fit into a single BYS vehicle, the Contractor will be required to consolidate the contents of the full Carts that will be sampled PAGE 584 of 1808

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during the waste characterization into a roll-off box or front-end loader for transport to the sorting location.

Residential Estate sampling protocol: For each Residential Estate characterization study, loads shall be sampled only from MSW stream Collected from Estate Residences.

Residential Estate Customers generate large volumes of Materials and make use of both Carts and Bins for collection. To collect samples for Residential Estate Characterizations, Contractor shall service only Residential Estate Customers along a regularly scheduled route. The segregated load containing MSW collected from Residential Estates shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section.

Commercial MSW sampling protocol: For each Commercial characterization study, loads shall be sampled only from MSW Materials Collected from Commercial Businesses.

To collect samples for Commercial Waste Characterizations, Contractor shall service only Commercial Bin Customers along a regularly scheduled route. The segregated load containing MSW collected from Commercial Premises shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section.

Multi-Family MSW sampling protocol: For each Multi-Family characterization study, loads shall be sampled only from MSW Materials Collected from Multi-Family accounts.

To collect samples for Multi-Family Waste Characterizations, Contractor shall service only Multi-Family Bin Customers along a regularly scheduled route. The segregated load containing MSW collected from Multi-Family Premises shall be taken to a facility and dumped on the tipping floor to be sorted, as described in the ‘Sorting Protocol’ section.

Multi-Family specific sampling will begin within nine months of the date of the City’s issuance of the Multi-Family property’s Certificate of Occupancy.

Sample Selection Protocol for Residential, Commercial, and Multi-Family Containers:

The following number of samples (i.e. full Carts or Bins) per sampled route shall be Collected as applicable to the sizes of San Marino routes:

1. For routes that service less than 1,500 generators per week the study shall include a minimum of 25 samples.

2. For routes that service 1,500-3,999 generators per week the study shall include a minimum of 30 samples.

The characterizations shall include samples taken from different areas in the City along the sampled route that are representative of the City’s MSW stream. Samples (i.e. full Carts) may be gathered on a single day or on multiple service days over the course of the week provided the above-described total samples are collected from the route. A minimum of thirty (30) calendar days in advance of each characterization, Contractor shall provide City with a list and/or map of Residences, Estate Residences, Commercial PAGE 585 of 1808

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Businesses, or Multi-Family Properties (with addresses) identified for sampling during the upcoming characterization in order for City to review and make sure the samples will be taken from different areas of the City as described herein.

Sorting protocol: All MSW collected for sampling must be transported to a sorting area at a permitted solid waste facility where the presence of prohibited Contaminants in the MSW are measured to determine the ratio of prohibited Contaminants present by type and weight. To determine the ratio of prohibited Contaminants after the field sample selection process is complete, the Contractor shall use the following protocol:

1. Take one sample of at least 200 pounds from the material collected from the MSW stream for sampling (e.g. a 200-pound sample taken from the contents of all of the MSW Carts collected for sampling).

2. The 200-pound sample shall be randomly selected from different areas of the pile of MSW. MSW shall be collected for sorting from the sample pile using a grid method and shall be hand collected. The grid method assigns an imaginary XY axis over the load after it is dumped on the tipping floor. Four random number pairings between 0-20 (for the long dimension of the load i.e. length) and 0-10 (for the shorter dimension of the load i.e. width) shall be generated to identify the location of the samples on the load. Each sample shall weigh at least 50 lbs. and shall be collected by hand in a 60- to 90-gallon Carts.

3. For the 200-pound sample, remove any prohibited Contaminants and sort materials by the four categories indicated below (Categories 1, 2, 3, and 4). Place Contaminants and sorted materials into separate Carts. Determine the weight of each category type by weighing each Cart and deducting the Cart tare weight.

Note the gross weight and net weight for each category manually using the worksheet provided in Exhibit N-4.

4. Calculate the composition percentage of each category in the sample by dividing the total net weight of each category by the total weight of the sample.

Sorting Categories: Materials shall be sorted into the categories below and shall be weighed:

Category 1: Food Scrap or Yard Trimmings materials accepted in the Co-collected Food Scrap/Yard Trimmings program as listed in Attachment B, Section 6.

Category 2: Recyclable Materials accepted in the Recyclable Materials Collection program as listed in Attachment B, Section 6.

Category 3: Non-recoverable MSW
Category 4: HHW, E-waste, U-waste, automobile parts and other materials that should not be placed in the MSW Cart
Analysis: The results of the samples shall then be used to produce a characterization that shall be used to assess the recoverability of materials in the MSW Cart.

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Calculating Density on Service: For purposes of determining the average densities of MSW Collected, and as a metric to evaluate Collection efficiencies and Cart capacity utilization, the Contractor shall perform the following calculation:

The net tonnage of MSW Collected in the sampled trucks (or Carts) shall be calculated by dividing by the total tons Collected of MSW by the total on-service cubic yards Collected to calculate a density for the MSW stream and the results shall be recorded and reported in the audit.

For example, if one (1) load sampled weighed a total of 5 Tons and was Collected from 1000 cubic yards on service, the average “material on service density” for the MSW stream would be 100 lbs. per cubic yard. Cubic yards on service shall be calculated using actual route data (i.e. if one route sampled collected 100 64-gal carts, the yards on service for that route would be 6,400 gallons, or 31.7 cubic yards).

Exhibit N-4 includes the characterization data collection sheet that shall be used for the MSW characterization studies.

1.d. Requirements If Contamination Exceeds 25%
NOTE: Pursuant to the SB 1383 regulations, Contractor is required to take the actions described herein if contamination exceeds 25%. In the event contamination exceeds the contamination caps described in Article 10 of the Agreement, Contractor and the City shall follow the procedures described in Article 10 until contamination is reduced to the required level listed in Article 10.

If the sampled weight of prohibited Contaminants exceeds twenty-five percent (25%) of the measured sample for any material type (MSW, Recyclable Materials and/or Food Scraps/Yard Trimmings), the Contractor shall perform the following:
(A) Notify all Residents and/or Commercial/Multi-Family Customers on the sampled Collection route(s) of the requirement to properly separate materials into the appropriate Carts. The Contractor may provide this information by placing a notice on the Residents’ Cart(s), gate, or door, and/or by mail, e-mail, or electronic message to PAGE 587 of 1808

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the Resident. All notifications distributed to Residents and the method of distribution must be approved by the City prior to distribution.
1e. Characterization Methodology for C&D Processing Facilities Twice annually beginning January 2027 and July 2027, Contractor shall report facilitywide Diversion rates for all C&D Processing Facilities used by the Contractor. The Contractor shall provide facility-wide Diversion rate data and a written explanation, including calculations, of how the Diversion rate was calculated. The City may request source documentation supporting the facility-wide Diversion rate. Upon request by the City, the Contractor shall conduct a weight-based characterization study for materials Collected by Contractor in the City and delivered to the Contractor’s C&D Processing Facility over the course of a five (5) day period. The Contractor shall manually sort the contents of each of the C&D loads originating in the City by commodity types (including, at a minimum, Wood, concrete, asphalt, drywall/gypsum, bricks, metals, dirt, Yard Trimmings, and grubbing material) and weigh the separated commodities to calculate the Diversion rate.

Reporting: Contractor shall submit a written report to the City semi-annually beginning with the Q1 2027 and Q3 2027 quarterly reports. The report shall summarize the results of the characterization study, including a roll-up of all five (5) days of characterization results; the measured weights for each commodity or category; the percent of each commodity/category found in each sample and in aggregate; a description and photographs of the types of Residue materials found during the characterization study; the average on-service density for the materials sampled (i.e. load weights divided by yards serviced); and any other data requested by the City. Upon approval by the City, the results of the characterization study shall be applied to the Tons delivered to the C&D Processing Facility and Tons of Residue delivered to the Landfill in subsequent monthly reports and shall be in effect until the results of the next characterization study are approved by the City.

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2. Assessment of Minimum Performance Standards for SB 1383 Program Implementation
As described in Article 10 of the Agreement, in order for City to comply with SB 1383, (1) Diversion Programs required by the Agreement must be fully implemented and maintained throughout the Term, and (2) Contamination levels must be minimized in all streams of materials Collected by Contractor. This Section includes the assessment methodologies used to determine if the minimum performance standards included in Article 10 have been achieved. Section 2.1. includes the methodology to assess the percentage of SB 1383 Diversion programs that have been fully implemented by Contractor as required by Section 10.02 of the Agreement. Section 2.2. includes the methodology to assess the level of Contamination achieved by Contractor as required by Section 10.01 of the Agreement.

2.1 Assessment of Percentage of SB 1383 Diversion Programs Fully Implemented as Required by Section 10.02.A
For purposes of the minimum level of program implementation standards described in Article 10 of the Agreement, Contractor is required to have fully implemented SB 1383- compliant Diversion programs at 95% or more of all Commercial and Multi-Family Premises by December 31, 2027. Evaluation of the percentage of fully implemented SB1383-compliant Diversion Programs at said Premises shall be conducted by the City annually thereafter according to the same schedule. The City will evaluate Contractor’s performance to determine whether or not the minimum level of Diversion program implementation has been achieved during the time periods set forth in Article 10. To evaluate Contractor’s performance, the 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. The City, in its sole discretion, may also conduct site visits at Customers’ Premises to determine whether Contractor has achieved the minimum required Diversion program implementation. The site surveys will determine whether the required SB 1383 program(s) is/are in place, and whether the Customer is fully participating in the program(s). In order for a Customer’s program to be found to be “fully implemented”, Contractor must have completed all steps for program implementation listed in Section 3.7 of Attachment B to the satisfaction of City. Data gathered at each site by the City may include:
• Capacity utilization (i.e. Bin/Cart percent full by volume) • Percentage, by volume, of Recyclable Materials and Food Scraps found in each Bin/Cart
• Percentage, by volume, of MSW found in the Recyclable Materials, SourceSeparated Food Scraps, and/or Food Scrap and/or Yard Trimmings Bin/Cart(s) • Percentage, by volume, of Divertible Food Scraps and of Recyclable Materials found in the MSW Bin/Cart (percentage of each material) PAGE 589 of 1808

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• Serial numbers or bar code numbers on the Bins/Carts
• Date of site visit
• Photo number(s)
• Any other notable observations.

2.2 Assessment of Minimum Performance Standards for Contamination Levels Achieved by Contractor as Required by Section 10.01 of the Agreement To determine whether Contractor has met the minimum performance standards for the time periods described in Article 10.01, the City will utilize the assessments described below.

A summary of the timing is included below.

Maximum Levels of Composite Contamination Required for the period of January 1, 2028 – December 31, 2029: As described in Section 10.01 of the Agreement, between January 1, 2028 – December 31, 2029, Residential, Commercial and Multi-Family Contamination levels for Recyclable Materials, Co-Collected Food Scraps/Yard Trimmings, Source-separated Food Scraps, and MSW shall be maintained at or below 30%. The City will evaluate the level of Contamination achieved by Contractor using the composite Contamination levels from regularly-scheduled characterizations conducted between January 1, 2028 and December 31, 2029 of all 3 streams from all 3 collection sectors. Refer to the table in Section 2.2.1 for the dates when these assessments occur for Calendar Years 2028 and 2029.

Maximum Levels of Composite Contamination Required for period of January 1, 2030 – December 31, 2030, and annually thereafter until 2033: As described in Section 10.01 of the Agreement, between January 1 – December 31, 2030, and annually thereafter, Residential, Commercial and Multi-Family Contamination levels for Recyclable Materials, Co-Collected Food Scraps/Yard Trimmings, Source-separated Food Scraps, and MSW shall be maintained at or below 25%. The City will evaluate the level of Contamination achieved by Contractor using the composite contamination levels from regularlyscheduled characterizations conducted between January 1, 2030 and December 31, 2030 of all 3 streams from all 3 collection sectors, and then annually thereafter Refer to the table in Section 2.2.2 for the dates when these assessments occur for Calendar Years 2030, 2031, 2032, and 2033.

Maximum Levels of Composite Contamination Required for Multi-Family Properties:

Timeframes for multi-family property compliance
PAGE 590 of 1808

ATTACHMENT N
Attachment N Page 24 of 35

2.2.1 Assessment of 30% Maximum Levels of Container Contamination a. Between January 1 – December 31, 2028, using the protocols included in Subparts 1a, 1b and 1c of this Attachment N, the Contractor will conduct regular, recurring weight-based characterization studies of the following materials streams to determine the level of Contamination and whether Contractor has exceeded the 30% Maximum Levels of Contamination. The characterizations shall be conducted by Contractor as normally scheduled per this Attachment N. The 30% Maximum Levels of Contamination (maximum allowed Contamination by weight) are included below for each stream:

1. Residential/Estate
a. Maximum Level of Contamination Recyclables: 30%
b. Maximum Level of Contamination MSW: 30%. (Note:

The 30% Contamination Maximum includes the
combined weight of Recyclable Materials, Yard
Trimmings and Food Scraps found in MSW)
c. Maximum Level of Contamination Co-Collected Food
Scraps/Yard Trimmings: 30%

2. Commercial/Multi-Family
a. Maximum Level of Contamination Recyclables: 30%
b. Maximum Level of Contamination MSW: 30%. (Note:

The 30% Contamination Maximum includes the
combined weight of Recyclable Materials, Yard
Trimmings and Food Scraps found in MSW)
c. Maximum Level of Contamination Source-separated
Food Scraps: 30%
NOTE: The Contractor is required to conduct waste characterizations beginning Calendar Year 2027. However, the results of these waste characterizations will not be used to evaluate the Contractor’s attainment of the maximum contamination rate by stream, as described in Article 10 of the Agreement, and instead be useful in tracking streams and sectors with high-levels of contamination that will need targeted outreach to bring contamination within acceptable ranges for the assessments that begin in 2028.
b. The City, or its representative, may be present for these characterization studies to verify that the Contractor has properly conducted the characterization studies, and to observe the calculations, weighing of materials and the results of the characterization. Contractor shall provide no less than 30-days advance notice to the City of the dates for each characterization. Contractor shall submit the results of the Calendar Year 2028 characterizations on a quarterly basis as described in Section 1 of this Attachment N. On or before December 31, 2028, Contractor shall submit the aggregated results of the characterizations conducted on the three PAGE 591 of 1808

ATTACHMENT N
Attachment N Page 25 of 35
Residential streams for the period January 1 – December 31, 2028; the aggregated results of the three characterizations conducted on the three Commercial streams for the period January 1 – December 31, 2028 and the aggregated results of the characterizations conducted on the three MultiFamily streams for the period January 1 – December 31, 2028 (if activated) showing the total annual composite Contamination levels for each stream.

Refer to Exhibit N-5 for the protocol for calculating the composite Contamination levels. City will notify Contractor of its decision about which Contamination levels have been achieved and which, if any, have not been met, on or before April 1, 2029.
c. If Contractor has exceeded any of the 30% Maximum Levels of Container Contamination, the following process shall be followed. For any stream (MSW, Recyclable Materials and/or Co-Collected Food Scraps/Yard Trimmings) where the characterization study showed that the 30% Maximum Contamination level was exceeded, the Contractor may, at Contractor’s sole expense, conduct one (1) additional characterization study for each of the streams that exceeded 30% on or before May 15, 2029. The City or its representative shall be notified by Contractor no less than 30 calendar days in advance of the date(s) when each additional characterization is scheduled so City representatives or staff can be present to verify that the Contractor has properly conducted the additional characterization study(ies), and to observe the calculations, weighing of materials and the results of the characterization. The results of the additional characterization shall be averaged with the results of the 2 previous year’s original regularly-scheduled characterizations of the same material stream to calculate a composite Contamination percentage that includes the results of the three characterizations for the specific stream (i.e. MSW, Recyclable Materials, or Co-collected Food Scraps/Yard Trimmings). Refer to Exhibit N-7 for the protocol for calculating the composite Contamination levels. All subsequent, additional characterization studies for those streams(s) exceeding the 30% Maximum Contamination level(s) must be completed on or before May 15, 2029, and the results submitted to the City on or before June 1, 2029.
i. Example: The Contractor completed its characterization of the Recyclable Materials (or Co-collected Food Scraps/Yard Trimmings, Source-Separated Food Scraps or MSW) for the period January 1 – December 31, 2028 and found a Contamination rate in excess of 30% for one or more of the streams. The Contractor could conduct one (1) additional characterization study of each of the stream(s) that exceeded the 30% Contamination level on or before May 15, 2029 and submit the results to the City on or before June 1, 2029. d. Repeat above steps for Calendar Year 2029 using the timelines shown in the table below.

PAGE 592 of 1808

ATTACHMENT N
Attachment N Page 26 of 35
e. City will notify Contractor of its decision about which Contamination levels have been achieved and which, if any, have not been met, for Calendar Year 2029 on or before July 1, 2030.

Calendar
Year
Period during
which Contractor
will conduct
regularly
scheduled Waste
Characterizations
for use in
assessing
attainment of
maximum of 30%
Contamination
levels (Step a
above)
Deadline to
calculate
composite
Contamination
levels using
the protocol in
Exhibit N-7
and submit
results to the
City (Step a)
City Notifies
Contractor if
Any Streams
had
Contamination
Above 30%
(Step b)
Deadline to
Recharacterize
streams with
Contamination
above 30%
(Step c)
Deadline to
submit recharacterization
results to City
(Step c)
Deadline for
City to notify
Contractor
whether
Contamination
levels at or
below the
required 30%
have been
achieved
2028 January 1 –
December 31,
2028
December 31,
2028
April 1, 2029 May 15, 2029 June 1, 2029 July 1, 2029
2029 January 1 –
December 31,
2029
December 31,
2029
April 1, 2030 May 15, 2030 June 1, 2030 July 1, 2030

2.2.2. Assessment of 25% Maximum Level of Container Contamination a. During Calendar Year 2030 (January 1 – December 31, 2030), and each year thereafter, using the protocols included in Subparts 1a, 1b and 1c of this Attachment N, the Contractor will conduct regular, recurring weight-based characterization studies of the following materials streams to determine the level of Contamination and whether Contractor has exceeded the 25% Maximum Levels of Contamination. The characterizations shall be conducted by Contractor during each Contract Year, as normally scheduled per this Attachment N. The 25% Maximum Levels of Contamination (maximum allowed Contamination by weight) are included below for each stream:

3. Residential/Estate
a. Maximum Levels of Contamination Recyclables: 25%
b. Maximum Levels of Contamination MSW: 20%. (Note:

The 25% Contamination Maximum includes the
combined weight of Recyclable Materials, Yard
Trimmings and Food Scraps found in MSW)
c. Maximum Levels of Contamination Co-Collected Food
Scraps/Yard Trimmings: 25%

4. Commercial/Multi-Family
a. Maximum Levels of Contamination Recyclables: 25%
b. Maximum Levels of Contamination MSW: 20%. (Note:

The 25% Contamination Maximum includes the
combined weight of Recyclable Materials, Yard
Trimmings and Food Scraps found in MSW)
PAGE 593 of 1808

ATTACHMENT N
Attachment N Page 27 of 35
c. Maximum Levels of Contamination Source-separated
Food Scraps: 25%
b. The City, or its representative, may be present for these characterization studies to verify that the Contractor has properly conducted the characterization studies, and to observe the calculations, weighing of materials and the results of the characterization. Contractor shall provide no less than 30-days advance notice to the City of the dates for each characterization. Contractor shall submit the results of the Calendar Year 2030 characterizations on a quarterly basis as described in Section 1 of this Attachment N. On or before December 31, 2030 and each December 31st thereafter, Contractor shall submit the aggregated results of the characterizations conducted on the three Residential streams in the previous Calendar Year, the aggregated results of the six characterizations conducted on the three Commercial streams, and the aggregated results of the characterizations conducted on the three Multi-Family streams in the previous Calendar Year (if activated) showing the total annual composite Contamination levels for each stream. Refer to Exhibit N-7 for the protocol for calculating the composite Contamination levels. City will notify Contractor of its decision about which Contamination levels have been achieved and which, if any, have not been met, on or before April 1, 2031 beginning with Calendar Year 2030 and each April 1 thereafter.
c. If Contractor has exceeded any of the 25% Maximum Levels of Container Contamination, the following process shall be followed. For any stream (MSW, Recyclable Materials and/or Co-Collected Food Scraps/Yard Trimmings) where the characterization study showed that the 25% Maximum Contamination level of was exceeded, the Contractor may, at Contractor’s sole expense, conduct one (1) additional characterization study for each of the failed streams on or before May 15, 2031 and each May 15 thereafter. The City or its representative shall be notified by Contractor no less than 30 calendar days in advance of the date(s) when each additional characterization is scheduled so City representatives or staff can be present to verify that the Contractor has properly conducted the additional characterization study(ies), and to observe the calculations, weighing of materials and the results of the characterization.

The results of the additional characterization shall be averaged with the results of the 2 previous year’s regularly-scheduled characterizations of the same material stream to calculate a composite Contamination percentage that includes the results of the three characterizations for the specific stream (i.e.

MSW, Recyclable Materials, or Co-collected Food Scraps/Yard Trimmings).

Refer to Exhibit N-5 for the protocol for calculating the composite Contamination levels. All subsequent, additional characterization studies for those streams(s) exceeding the 25% Maximum Contamination level(s) must be completed on or before May 15, 2031, and May 15th of each year thereafter, and the results submitted to the City on or before June 1, 2031, and June 1 of each year thereafter.
ii. Example: The Contractor completed its characterization of the Recyclable Materials (or Co-collected Food Scraps/Yard Trimmings PAGE 594 of 1808

ATTACHMENT N
Attachment N Page 28 of 35
or MSW) for Calendar Year 2030 (January 1 – December 31, 2030) and found a Contamination rate in excess of 25% for one or more of the streams. The Contractor could conduct one (1) additional characterization study of each of the stream(s) that exceeded the 25% contamination level on or before May 15, 2031 and submit the results to the City on or before June 1, 2031.
d. City will notify Contractor of its decision about which Contamination levels have been achieved and which, if any, have not been met, on or before July 1, 2031, and each July 1 annually thereafter.
e. Repeat above steps for Calendar Years 2031, 2032, 2033 using the timelines shown in the table below. Note: The evaluation will not be performed in the final year of the Agreement.

Calendar
Year
Period during
which Contractor
will conduct
regularly
scheduled Waste
Characterizations
for use in
assessing
attainment of
maximum 25%
contamination
levels (Step a
above)
Deadline to
calculate
composite
contamination
levels using
the protocol in
Exhibit N-7 and
submit results
to the City
(Step a)
City Notifies
Contractor if
Any Streams
had
Contamination
Above 25%
(Step b)
Deadline to
Recharacterize
streams with
contamination
above 20%
(Step c)
Deadline to
submit recharacterization
results to City
(Step c)
Deadline for
City to notify
Contractor
whether
Contamination
levels at or
below the
required 25%
have been
achieved
2030 January 1 –
December 31, 2030
December 31,
2030
April 1, 2031 May 15, 2031 June 1, 2031 July 1, 2031
2031 January 1 –
December 31, 2031
December 31,
2031
April 1, 2032 May 15, 2032 June 1, 2032 July 1, 2032
2032 January 1 –
December 31, 2032
December 31,
2032
April 1, 2033 May 15, 2033 June 1, 2033 July 1, 2033
2033 January 1 –
December 31, 2033
December 31,
2033
April 1, 2034 May 15, 2034 June 1, 2034 July 1, 2034
PAGE 595 of 1808

ATTACHMENT N
Attachment N Page 29 of 35
Exhibit N-1: Schedule of Characterization Studies to be Conducted During the Term of the Agreement
Calendar Year
2026 2027 2028** 2029** 2030** 2031** 2032** 2033** 2034 2035 1/1 -
12/31/2026
1/1 -
12/31/
2027
1/1 -
12/31/
2028
1/1 -
12/31/
2029
1/1 -
12/31/
2030
1/1 -
12/31/
2031
1/1 -
12/31/
2032
1/1 -
12/31/
2033
1/1 -
12/31/
2034
1/1 -
12/31/
2035

RESIDENTIAL

SS RECYC POST PILOT
(Q2)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)

YT/ FS POST PILOT
(Q2)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
MSW
PILOT

BASE-LINE
(Q1); POST
PILOT
(Q2)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
COMMERCIAL /MULTIFAMILY

SS RECYC
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
FS
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
MSW
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
Q2
(HIGH),
Q4
(LOW)
Q1
(LOW),
Q3
(HIGH)
MAXIMUM CONTAMINATION LEVEL 30% 25%
Key
SS = Source-Separated Recyclable Materials
YT/FS = Co-collected Yard Trimmings and Food Scraps
MSW = Municipal Solid Waste
*The quarters referred to in this table follow the calendar year as follows:

Q1 = Jan 1 – March 31
Q2 = April 1 – June 30
Q3 = July 1 – September 30
Q4 = October 1 – December 31
**Assessment of Contamination rate attainment will occur during these contract years and, as such, there will be variations in seasonality scheduling patterns for these Contract Years.

PAGE 596 of 1808

ATTACHMENT N
Attachment N Page 30 of 35
Exhibit N-2: Characterization Form for Recyclable Materials Being Delivered to Clean MRF
PAGE 597 of 1808

ATTACHMENT N
Attachment N Page 31 of 35
Exhibit N-3: Characterization Form for Co-Collected Food Scraps/Yard Trimmings and Source-Separated Food Scraps Being Delivered to Processing Facility
PAGE 598 of 1808

ATTACHMENT N
Attachment N Page 32 of 35
Exhibit N-4: Characterization Form for MSW
PAGE 599 of 1808

ATTACHMENT N
Attachment N Page 33 of 35
Exhibit N-5 – Protocol to Calculate Composite Characterization Contamination Rate for Achievement of Minimum Performance Standards
Table N-5.1: Form to be used to calculate annual composite characterization Contamination rate for each stream:

Scenario 1: 30% Maximum Contamination Level Not Exceeded Table N-5.2: Sample calculations for if maximum Contamination level of 30% is not exceeded.
* Note: The numbers in the sample calculations in this Attachment N are for example only and do not reflect the actual values of the sampling results.

Step 1. Enter weight (in lbs.) of Divertible materials from characterization #1 into Cell A1 and characterization #2 into Cell B1.

Step 2. Enter weight (in lbs.) of Contaminants from characterization #1 into Cell A2 and characterization #2 into Cell B2.

Step 3. Sum sample weight (in lbs.) of Divertible Materials (A1) and Contaminants (A2) from characterization #1 into Cell A3 and sum Divertible Materials (B1) and Contaminants (B2) from characterization #2 in Cell B3.

PAGE 600 of 1808

ATTACHMENT N
Attachment N Page 34 of 35
Step 4. Calculate Contamination rate in row 4 for each characterization by dividing the Contamination weight (A2 characterization #1 and B2 for characterization #2) by the total sample weight (A3 for characterization #1 and B3 for characterization #2). Enter calculated contamination rate into cell A4 for characterization #1 and B4 for characterization #2.

Step 5. Sum weight of Divertible Materials, Contaminants, and Total Sample Weight from characterizations #1 and #2 in column C. Add cell A1 plus cell B1 to calculate total weight of Divertible Materials from both characterizations and enter sum into cell C1. Add cell A2 plus cell B2 to calculate total weight of Contaminants from both characterizations and enter sum into cell C2. Add cell A3 plus cell B3 to calculate Total Sample Weight from both characterizations and enter sum into cell C3.

Step 6. Calculate Total Composite Annual Characterization Percentage in cell C4.

Dividing the combined Contamination weight for characterization #1 and #2 in cell C2 by the total combined sample weights for characterization #1 and #2 in cell C3. Enter composite Contamination percentage into cell C4 for characterization #1 and #2. In the example provided above, no additional supplemental characterizations are needed as the Contractor’s Contamination percentage of 28% did not exceed the maximum contamination level of 30%. This calculation shall be done for all collected streams (MSW, Recyclable Materials, Source-Separated Food Scraps, and Co-Collected Food Scraps/Yard Trimmings) for all three collection sectors (Residential, Commercial, and Multi-Family).

Scenario 2: Maximum Contamination Level Exceeded. Process to Utilize Data from Supplemental Characterizations to Determine if Contamination Level Has been Achieved
Table N-5.3: Sample calculations if 30% maximum Contamination level is exceeded but a supplemental characterization (Column D) is conducted and incorporated into the averages and the 30% contamination level is not exceeded. * Note: The numbers in the sample calculations in this Attachment N are for example only and do not reflect the actual values of the sampling results.

Step 1. Repeat steps 1 - 6 above to calculate Total Composite Annual Contamination percentage in cell C4. If this amount exceeds the maximum Contamination level (in this PAGE 601 of 1808

ATTACHMENT N
Attachment N Page 35 of 35
case 30%), the Contractor may conduct one (1) supplemental characterization and enter the results into column D to calculate an updated Contamination percentage.

Step 2. Enter weight (in lbs.) of Divertible materials from supplemental characterization into cell D1 and enter weight (in lbs.) of Contaminants from supplemental characterization into cell D2.

Step 3. Sum sample weight (in lbs.) of Divertible Materials (D1) and Contaminants (D2) from supplemental characterization into Cell D3.

Step 4. Calculate Contamination percentage in cell D4 for supplemental characterization by dividing the Contamination weight (cell D2) by the total sample weight (cell D3). Enter calculated contamination percentage into cell D4 for supplemental characterization.

Step 5. Add weight of composite Divertible Materials from cell C1 to Divertible Materials from Supplemental Characterization in cell D1 and enter sum into cell E1. Add weight of composite Contaminants from cell C2 to Contaminants from Supplemental Characterization in cell D2 and enter sum into cell E2. Add weight of total sample from cell C3 to Total Sample Weight from Supplemental Characterization in cell D3 and enter sum into cell E3.

Step 6. Calculate Total Composite Annual Characterization with Supplemental Characterization in cell E4 by dividing the combined Contamination weight for all characterizations in cell E2 by the total combined sample weights for all characterizations in cell E3. Enter composite Contamination percentage into cell E4 for all characterizations. In the example provided above, with the supplemental characterization, the Contractor’s composite Contamination percentage of 29% did not exceed the maximum Contamination level of 30%. This calculation shall be done for all collected streams to determine the Contamination percentage achieved for each stream (MSW, Recyclable Materials, Source-Separated Food Scraps, and Co-Collected Food Scraps/Yard Trimmings) and for each collection Sector (Commercial, Residential, and Multi-Family).

PAGE 602 of 1808

ATTACHMENT O
Description of Materials Recovery Processing Facility(ies) – Clean MRF (Including Letter Demonstrating Capacity and Ability to Receive Material) (To be inserted from Proposal Form 15)
PAGE 603 of 1808

ATTACHMENT P
Description of Compost Processing Facility(ies) to be Used for Yard Trimmings and/or Food Scraps and/or Co-Collected Yard Trimmings and Food Scraps (Including Letter Demonstrating Capacity and Ability to Receive Material) (To be inserted from Proposal Form 16)
PAGE 604 of 1808

ATTACHMENT Q
Description of Construction and Demolition Debris Processing Facility(ies) to be Used (Including Letter Demonstrating Capacity and Ability to Receive Material) (To be inserted from Proposal Form 18)
PAGE 605 of 1808

ATTACHMENT R
Description of Anaerobic Digestion Processing Facility(ies) to Be Used for Yard Trimmings and/or Food Scraps and/or Co-Collected Yard Trimmings and Food Scraps (Including Letter Demonstrating Guaranteed Capacity and Ability to Receive Material) (To be inserted from Proposal Form 17)
PAGE 606 of 1808

ATTACHMENT S
Proposed Plan to Provide Current Residential Backyard/Sideyard Collection System (To be inserted from Proposal Form 23)
PAGE 607 of 1808

ATTACHMENT T
Contractor’s Experience with Transitioning to a New City (To be inserted from Proposal Form 24)
PAGE 608 of 1808

ATTACHMENT U
Not Used
PAGE 609 of 1808

ATTACHMENT V
Self-Certification Form for Yard Trimmings Recycling
Attachment JJ Page 1 of 1
Property Name:

Business Address:

Management Address:

Contact/Title:

Contact Phone: E-mail:

Instructions: Please confirm that the information provided in previous years is still correct. Please use the subsequent fields to explain any changes. This will be used to report your property’s compliance status to the State and thus all information must be accurate and reflective of the activities happening on-site. Please complete and return this form by December 31, 2025. All fields below are required to complete.

It was previously reported by the hauler that your property’s landscapers take Yard Trimmings. Please answer the following questions to help the City understand how your property disposes of Yard Trimmings.

Yard Trimmings materials being recycled include (check all that apply):
____ Wood waste
____ Grass clippings/leaves/weeds
____ None/Other - please explain: ___________________________________________________ ___________________________________________________________________________ Our property currently recycles and/or disposes of Yard Trimmings as described:
____ On-site processing through chipping or composting, and re-use on site ____ Self-haul; we deliver Yard Trimmings to a compost, recycling or agricultural facility directly ____ Our landscape maintenance contractor delivers Yard Trimmings to a compost or recycling facility ____ Our Yard Trimmings is collected by the hauler.
____ None/Other - please describe: ___________________________________________________ ___________________________________________________________________________ Green/wood waste is collected by the following haulers/landscapers:

1. _____________________________________________________________________________ Business Name City Phone #

2. _____________________________________________________________________________ Business Name City Phone #
Yard Trimmings is taken to the following locations for recycling or disposal (Must include):

3. ____________________________________________________________________________ Business Name City Phone #

4. ____________________________________________________________________________ Business Name City Phone #
Signature of person filling out this form Date
PAGE 610 of 1808

ATTACHMENT W
Annual Adjustment for Change in City Regulatory Compliance Costs Attachment W Page 1 of 3

ADJUSTMENT FOR CHANGES IN CITY REGULATORY COMPLIANCE COSTS Per Article 14, commencing July 1, 2026 the amount of the Regulatory Compliance Cost shall be adjusted by actual increases or decreases in these costs. The methodologies below demonstrate how these costs will be adjusted.

A. ADJUSTMENT FOR CHANGE IN REGULATORY COMPLIANCE COST (RCC) –

APPLIES ONLY WHEN RCC INCREASES OR DECREASES
Step 1: Calculate the delta between the old Regulatory Compliance Costs (RCC) and the new Regulatory Compliance Costs. For annual adjustments to the RCC, determine the annual change in the fee. Per Contract Section 14.06, the RCC may be increased or decreased based on the actual costs incurred by the City to comply with state regulations. The City will provide the adjusted Regulatory Compliance Cost to Contractor on or before March 1 of each year, beginning on March 1, 2026. The adjusted RCC will reflect actual costs incurred by the City to comply with state regulations regarding solid waste and recycling.

The City, at its sole discretion, may adjust the RCC at any point during the year. In the event that the City adjusts the RCC outside of the annual rate adjustment process (i.e. on January 1 instead of July 1), the same calculation process as described below will apply.

Example assuming an increase in the RCC:

Old RCC = $500,000 per year
New RCC = $550,000 per year
Change in RCC = $50,000 per year
Example assuming a decrease in the RCC:

Old RCC = $500,000 per year
New RCC = $450,000 per year
Change in RCC = ($50,000) per year
PAGE 611 of 1808

ATTACHMENT W
Annual Adjustment for Change in City Regulatory Compliance Costs Attachment W Page 2 of 3
Step 2: Divide the change in the RCC fee by the old Regulatory Compliance Cost.

Example assuming an increase in the RCC:

Old Regulatory Compliance Cost = $500,000 per year
Annual change in the RCC = $50,000
Divide the $50,000 per year change in the RCC by
the current Regulatory Compliance Cost of $500,000
to determine the needed rate adjustment (10% in this
example)
Example assuming a decrease in the RCC:

Old Regulatory Compliance Cost = $500,000 per year
Annual change in the RCC = ($50,000)
Divide the ($50,000) per year change in the RCC by
the current Regulatory Compliance Cost of $500,000
to determine the needed rate adjustment (-10% in this
example)
Step 3: Apply the rate adjustment (increase or decrease) to the Regulatory Compliance Cost component of the rates.

Example assuming an increase in rates:

If the residential Regulatory Cost Compliance component, which was provided with the Contractor’s submittal of
Proposal Form 29 which became Attachment D to the
Contract, is $1/month for a residential recycling cart, multiply $1 by 1.1 to calculate the adjusted Regulatory Cost
Component of the residential recycling cart ($1.10/month).

If the Regulatory Compliance Cost component of a
commercial 3-yard MSW bin 1x/week is $10 per month,
multiply $10 by 1.1 to calculate the adjusted Regulatory Compliance Cost component ($11/month) of the commercial 3-yard MSW bin serviced 1x/week.

PAGE 612 of 1808

ATTACHMENT W
Annual Adjustment for Change in City Regulatory Compliance Costs Attachment W Page 3 of 3
Example assuming a decrease in rates:

If the Regulatory Compliance Cost component of the
residential rate is $1/month, multiply $1 by 0.9 to calculate the adjusted Regulatory Compliance Cost Component of the rate ($0.90/month).

If the Regulatory Compliance Cost component of a
commercial 3-yard MSW bin 1x/week is $10 per month,
multiply $10 by 0.9 to calculate the adjusted Regulatory Compliance Cost component of the rate ($9.00/month).

B. ADJUSTMENT FOR CHANGE IN OTHER CITY FEES
Article 14 states that the City may add other fees as needed throughout the Term. If and when such fees are added, the annual adjustment of such fees shall follow the same protocols and methodologies as presented in this Attachment W for the Regulatory Compliance Costs.

PAGE 613 of 1808

ATTACHMENT X
Proposed Plan to Provide Optimized Residential Backyard/Sideyard Collection System (To be inserted from Proposal Form 25)
PAGE 614 of 1808

ATTACHMENT Y
Contractor’s Complete Proposal to the City
(Contractor’s Proposal will be inserted as Attachment Y) PAGE 615 of 1808

ATTACHMENT Z
Not Used
PAGE 616 of 1808

ATTACHMENT AA
Minimum Required Duties of Recycling Coordinator
Attachment AA Page 1 of 5
Pursuant to Section 8.05.H of the Agreement, Contractor shall provide one (1) Recycling Coordinator working full time (1.0 FTE) for the City of San Marino (herein “Coordinator”) for the entire Term of the Agreement.

Summary of Duties
The Coordinator shall provide waste reduction and Recycling education to Residents and Businesses; support and assist with Processing Facility characterizations described in Attachment N; and perform quantitative analyses of the results of such characterizations. The Coordinator shall provide assistance to the City and Customers with regard to chronic complaints, persistent billing and/or payment issues and disputes, ongoing problems or issues with Diversion program implementation, outreach, Contamination of Recyclable Materials and/or Food Scraps/Yard Trimmings, and other troubleshooting and issues as directed by the City. The Recycling Coordinator shall be responsible for completing reports to the City as required by the Agreement. The Recycling Coordinator shall assist with developing social media posts for distribution via the City’s social media channels as a means to increase participation in, and awareness of, Diversion programs.

The Recycling Coordinator shall possess and demonstrate the following skills, judgment, maturity and experience in performing the duties described herein: (a) understand that successful resolution of complaints, billing disputes and other problems requires excellent listening skills, diplomacy, tact, and perseverance; (b) utilize said skills when interacting with Residents and other members of the public, City staff and City’s agents, commercial customers, and all other Persons; (c) demonstrate enthusiasm when explaining the Diversion programs to Residents, businesses, and other Persons; (d) demonstrate empathy and understanding of Residents’ and businesses’ concerns, problems, gaps in understanding about Diversion programs and utilize creativity and inventiveness to relate information to Residents and businesses to address the issues they express; (e) take a positive, self-starting approach to proactively address potential problems and issues and to resolve such issues and problems; and (f) maintain clear communication with City and City’s agents concerning all work performed.

Primary job responsibilities for the Recycling Coordinator position are:

1. General Duties
a. Spend at least eighty percent (80%) of time in field work (out-ofoffice) providing: outreach to individual Residents, community associations, businesses, multi-family properties; providing on-site inspections; photo documentation of Collection problems and subsequent resolution of problems; discussions with Contractor’s operations and Collection drivers, dispatchers, and other personnel, and Residents or Authorized Customer Representatives (owners and managers) at Customer locations that are experiencing PAGE 617 of 1808

ATTACHMENT AA
Minimum Required Duties of Recycling Coordinator
Attachment AA Page 2 of 5
difficulties with Collection, billing or other issues; and other duties as needed.
b. Have an understanding of SB 1383 and all AB 939 requirements and how each relates to implementation of Diversion programs. c. Conduct quantitative analyses, including development and use of spreadsheets and databases.
d. Utilize MS Word, MS Excel, and MS PowerPoint to create and deliver professional and informative reports that satisfy the requirements in the Agreement and clearly report and track progress in Diversion programs, problems with Contamination, and pinpoint source(s) of Contamination and/or lack of Customer participation in the Diversion programs and provide and implement solutions.
e. Participate in meetings with City to develop solutions that advance the City’s Diversion objectives.
f. Perform related support duties as required by City.
g. Serve as a community resource with regard to Recycling and Diversion programs.
h. Work in a full and transparent manner with City and its agents in troubleshooting and implementing diversion programs including working on, and providing information on, Processing Facility characterizations, materials processing, materials marketed, prices received, processing costs and challenges for sorting, processing and/or marketing recyclable materials, Compost created from Yard Trimmings and Food Scraps, and markets for other products and by-products of the processing of Diverted materials.

2. Operational Duties
a. Make site visits and/or telephone calls to Customers that have recurring Contamination in any stream(s) (i.e. MSW, Recyclable Materials and/or Food Scraps/Yard Trimmings) and/or overflowing Carts or Uncontainerized MSW or Divertible Materials to educate the Resident about SB 1383, City ordinance requirements and options for source reduction and additional Carts.
b. Conduct site visits and/or telephone calls to Customers with repeated service issues to troubleshoot.
c. Monitor Diversion program participation as required by Attachment B.
d. Act as a liaison between City and Contractor’s operations department to facilitate bin deliveries and other operational requests.
e. Delivery of internal collection containers (i.e. slim jims) to commercial accounts.
f. Attend kickoff meetings for all construction and demolition projects that are issued permits by City, along with City staff to explain the PAGE 618 of 1808

ATTACHMENT AA
Minimum Required Duties of Recycling Coordinator
Attachment AA Page 3 of 5
requirements of the C&D ordinance and to develop the diversion plan for the project.
g. Train construction and demolition project managers and job superintendents on how to implement diversion of Recyclable Construction and Demolition Debris and how to comply with the City’s Construction and Demolition Debris ordinance, and provide technical assistance in developing logistics and troubleshooting.

Provide follow-up support, answer questions, monitor and report diversion results in Attachment K reports.
h. Implement and maintain the Recycling program at City Hall, the Library and all other City facilities including providing periodic training about the program and responding to questions about the program.

3. Outreach Duties
a. Conduct follow-up to any Customers that have rejected Recyclable Materials Carts and Collection service or Food Scrap/Yard Trimmings Carts and Collection service. Provide reports to City regarding the results of these interactions to assist the City with potential enforcement of its ordinances and to tailor additional public education and information to the concerns, questions, fears and problems expressed by Residents.
b. Independently schedule and conduct meetings with Authorized Customer Representatives at Commercial and Business
Establishments to secure participation in increased recycling efforts, including Food Scrap Diversion.
c. Coordinate and interface with other agencies, organizations, companies, City and City-designated consultants or other contractors regarding Edible Food donation programs for human consumption.
d. Train business and Multi-Family tenants and representatives on how to implement diversion of recyclables and Food Scraps, and provide technical assistance in developing logistics and troubleshooting.
e. Provide follow-up support to businesses and Multi-Family complexes, answer questions, and monitor and report diversion program results
f. Identify opportunities for businesses to reduce wastes and better manage unwanted discards.
g. Provide training, troubleshooting, education and answers to questions to Residential customers.
h. Assist with the writing, production, and overall execution of proposals, recycling plans for businesses and other Customers and reports.

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ATTACHMENT AA
Minimum Required Duties of Recycling Coordinator
Attachment AA Page 4 of 5
i. Distribute the public education and outreach materials required by Attachment N of the Agreement and Section 5 of Attachment B for routes that exceed 25% contamination.
j. Assist with the development of social media postings for distribution via the City’s social media channels.
k. Assist with the development and distribution of targeted written outreach materials to Customers and community associations such as letters, flyers, brochures, infographics, etc.
l. Assist with developing webpage content regarding the Recyclable Materials and Food Scrap/Yard Trimmings Collection programs and other topics as required by SB 1383 for inclusion on Contractor’s and/or City’s website
m. Independently schedule and conduct meetings with Authorized Customer Representatives and community groups to secure participation in increased recycling efforts, including Food Scrap Diversion and to reduce Contamination.
n. Train Residents regarding implementing Diversion of Recyclable Materials and Food Scraps/Yard Trimmings and provide technical assistance in developing logistics and troubleshooting at individual Residences including Estates.
o. Prepare public outreach and education materials as required by the Agreement.
p. Attend all City-sponsored special events where Recycling and/or the environment are the theme or topic. Staff a booth, tabletop or other appropriate method to disseminate educational materials, show videos and provide public information on Diversion programs, preventing Contamination, and other related topics.
q. Plan and implement Recycling programs at all City-sponsored special events to Divert cardboard, glass, mixed paper, aluminum cans, plastic and other beverage containers, newspaper, Food Scraps and any other materials that can be Diverted.
r. Speak and make presentations to community groups, schools, and other organizations about the City’s Diversion programs. s. After completing the steps in Attachment B, Section 3.7 and the account refuses to implement a state-mandated diversion program, refer non-compliant accounts to the City for enforcement. t. Refer Customers requesting Waivers and Commercial Customers with internal Diversion programs to City for verification u. Meet with business groups to enhance Diversion programs v. Update the “red/green list” or CRM System at least weekly to show the contacts made and work performed at Commercial and
Business Premises and Multi-Family Premises in City.

4. Customer Service Duties
a. Provide training, troubleshooting, education and answers to questions to Residential Customers.

PAGE 620 of 1808

ATTACHMENT AA
Minimum Required Duties of Recycling Coordinator
Attachment AA Page 5 of 5
b. Proactively troubleshoot and provide Customer-friendly resolutions to service, billing and other chronic or persistent problems in coordination with the City staff representative(s).
c. Proactively and quickly respond to questions, problems and issues from City staff representative and provide prompt feedback on resolution of issues.
d. Coordinate and interface with other agencies, organizations, companies, City and City-designated agents, consultants or other contractors as needed concerning Customer problems, issues or complaints.
e. Assist with implementing programs at residential properties with limited curb space,
PAGE 621 of 1808

EXHIBIT C

EVALUATION SUMMARY REPORT OF PROPOSALS RECEIVED FOR SOLID WASTE AND

RECYCLING SERVICES

CITY OF SAN MARINO

EVALUATION SUMMARY REPORT

OF PROPOSALS RECEIVED FOR

SOLID WASTE AND RECYCLING SERVICES
Prepared by:

EcoNomics, Inc.
832 Camino del Mar, Suite 2
Del Mar, California 92014
www.economicsinc.net
May 2025
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Evalua&on Summary Report
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CITY OF SAN MARINO

EVALUATION SUMMARY REPORT

OF PROPOSALS RECEIVED FOR SOLID WASTE AND RECYCLING SERVICES

INTRODUCTION
EcoNomics was retained by the City of San Marino to assist with the Request For Proposals (RFP) process to procure a new 10-year contract for solid waste and recycling services. A key goal of the RFP process was to develop a contract that required the selected hauler to saHsfy all the requirements for diversion programs, public educaHon, reporHng and all other contractual elements for the CiHes to comply with SB 1383.

The City entered into exclusive negoHaHons with Athens Services in late 2023 to aPempt to reach mutually agreeable terms and rates for a new or amended agreement for recycling and solid waste services. AQer fourteen months of negoHaHons, 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.

Also on February 28, 2025, at the request of Athens Services, the City Council appointed a twoperson Ad Hoc CommiPee to meet to aPempt to reach mutually agreeable terms and rates for a new or amended contract. The Ad Hoc CommiPee met with Athens Services on March 18, 2025 to discuss terms and rates. The parHes were unable to reach agreement.

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

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

The RFP was issued on April 11, 2025 via the City’s OpenGov pla[orm. The City requested that all interested proposers submit a lePer of intent indicaHng that they were interested in proposing by April 15, 2025. Six firms submiPed lePers of intent to the City, including American ReclamaHon, Athens Services, Burrtec, Republic Services, Universal Waste Systems, and Valley Vista Services.

The City scheduled and convened 2.5-hour meeHngs with each of the six firms that submiPed lePers of intent to review quesHons regarding the RFP between April 17-22, 2025. Proposers were invited to submit wriPen quesHons concerning the RFP to the City prior to these meeHngs.

The City responded to all 160 quesHons submiPed, in wriHng, and made certain revisions to (a) the draQ 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 submiPed proposals in response to the City’s RFP:

American ReclamaHon, Athens Services, Republic Services, and Valley Vista Services. The City’s Ad Hoc commiPee and consulHng team held interviews with all four proposers on May 14, 2025.

This report summarizes the results of the Proposal EvaluaHon performed by EcoNomics. The Proposal EvaluaHon was conducted using the eighteen criteria described in SecHon 5.2 (“Proposal EvaluaHon Criteria”) of the RFP. Each secHon of this report corresponds one of the proposal evaluaHon criteria.

1. ORGANIZATION & EXPERIENCE OF PROJECT TEAM/REFERENCES American ReclamaHon, Athens Services and Valley Vista Services included specific staff and driver allocaHons to the City in Proposal Form 7, and their proposals provided the informaHon needed to determine that each has the requisite experience to provide the services outlined in the Agreement. The employee headcount submiPed by American ReclamaHon, Athens Services and Valley Vista Services in their proposals are adequate to perform the services required in the Agreement. Republic Services informaHon regarding specific staff and driver allocaHons, as well as the employee headcount required in Proposal Form 7 was incomplete.

City staff contacted references for Valley Vista Services and received posiHve comments and informaHon regarding Valley Vista from the references. The reference jurisdicHons indicated that Valley Vista was responsive to the City and to the customers; the jurisdicHons were SB 1383 compliant, including reporHng and public educaHon requirements; and few missed pickups were reported, and when missed pickups occurred, Valley Vista was very responsive.

2. PENDING LITIGATION AND ASSESSMENT OF LIQUIDATED DAMAGES As required by the RFP, all proposers, with the excepHon of Republic Services, submiPed a list of pending liHgaHon and informaHon on whether or not liquidated damages had been assessed by any of the jurisdicHons the proposer serves in the last three years. (Proposal Form 19). American ReclamaHon indicated that it did not have any pending liHgaHon and Valley Vista indicated that it has not been assessed liquidated damages. American ReclamaHon and Athens Services indicated that they have been assessed liquidated damages in the past 3 years. The purpose of reviewing pending liHgaHon is to determine if negaHve outcomes of any liHgaHon would prevent a company from performing the services required by the contract.

It does not appear that the pending liHgaHon for any proposer would prevent it from providing the services required by the Agreement. It is unclear if Republic’s pending liHgaHon or liquidated damages would prevent it from providing the services required by the agreement since it did not provide this informaHon.

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3. AGREEMENT EXCEPTIONS
Proposal Form 20 required proposers to list any excepHons they took to the Agreement included in the RFP.

Valley Vista Services and American ReclamaHon did not take any excepHons to the Agreement.

Athens Services took 8 excepHons to the contract. The material excepHons taken are flow control, contaminaHon, cost controls, and legal provisions. The proposed excepHons included removing ‘’overly restricHve language on compensaHon adjustments in cases involving City-directed changes to services or fees or changes in law that may affect services or fees.” Athens also took excepHon with the agreement’s prohibiHon on assessing contaminaHon fees directly on customers. Athens also took excepHon with the City’s right to unilaterally direct change in disposal or processing faciliHes in ArHcle 6.06. Athens took excepHon with the City making use of the Athen’s facility and equipment in case of default.

Republic Services took 17 excepHons to the contract. The disqualifying excepHon was Republic Services’ inability to provide residenHal backyard service. Other significant excepHons were taken as well regarding contract terms.

Conclusion: ExcepLons to the Agreement
American ReclamaHon and Valley Vista Services proposals did not include any excepHons to the Agreement. Athens Services and Republic Services submiPed material excepHons to the Agreement that were unacceptable to the City.

4. TECHNICAL CAPABILITY: COLLECTION OPERATIONS
Vehicles and Equipment
All Proposers have extensive experience with implementaHon and administraHon of collecHon services for Municipal Solid Waste (“MSW”), recyclable materials, yard trimmings, and food scraps from residenHal, commercial, and mulH-family and insHtuHonal generators. All Proposers have an understanding of the CalRecycle SB 1383 regulatory requirements and the impacts of 75% targets and of other related legislaHon.

American ReclamaHon, Athens Services and Valley Vista Services included an adequate number and type of collecHon vehicles, as well as an adequate number, types and sizes of containers for the required collecHon services in their proposals. In addiHon, the number of proposed drivers and other personnel included in the American ReclamaHon’s, Athens Services’ and Valley Vista Services’ proposals are sufficient for each of their list of proposed vehicles and the required PAGE 625 of 1808
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services. Republic Services did not submit detailed vehicle lisHngs or detailed proposal forms for vehicles and equipment.

As required by the RFP, the proposals submiPed by American ReclamaHon, Athens Services and Valley Vista Services included the use of collecHon technology, including on-board computers and collision avoidance technology, in their collecHon trucks, as well as indicated the on-board computers have the capability to record, store and transmit data. Republic Services proposal was incomplete in relaHon to collecHon truck and collision avoidance technology.

With the excepHon of Republic Services, all proposers’ Proposal Form 8 (New CollecHon Vehicles to be Furnished by Contractor) included a comprehensive list of the vehicles to be used in the City, i.e., specific vehicle type, manufacturer, type of route (residenHal or commercial along with the specific material stream being collected). American ReclamaHon and Valley Vista Services provided the percentage allocaHon of each vehicle to the City of San Marino. Athens Services and Republic Services did not provide the percentage allocaHon of each vehicle to the City of San Marino.

Valley Vista Services proposed six Zero Emission Vehicles (ZEV) that make use of baPery electric propulsion systems for use in light-to-medium duty residenHal collecHon. Republic Services also indicated during meeHngs with the City on May 14 that it could make use of electric vehicles for collecHon in the City, if requested.

Conclusion: CollecLon OperaLons/Vehicles and Equipment/SB 1383 Diversion Programs American ReclamaHon, Athens Services and Valley Vista Services included the number and types of collecHon vehicles and the number and types of carts, bins and roll off boxes that are necessary to provide all the services in the Agreement in their proposals. American ReclamaHon, Athens Services and Valley Vista Services included the required technology on the collecHon vehicles in their proposals. Only American ReclamaHon and Valley Vista Services provided the percentage allocaHon of each vehicle to the City of San Marino. Republic Services’ proposal did not include any of the specific informaHon related to vehicles and containers.

All proposers have experience implemenHng SB 1383 diversion programs. American ReclamaHon, Athens Services and Valley Vista Services included informaHon on the ciHes they currently serve that demonstrated knowledge and capability to meet the requirements of SB 1383 as required by the Agreement. Republic Services’ proposal did not include this informaHon.

5. SPECIAL COLLECTION SERVICES
All Proposers have the requisite experience in operaHng special recycling programs including bulky item collecHon, compost giveaways, holiday greenery recycling and similar special collecHon programs.

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Conclusion: Special CollecLon Services
All Proposers have experience in successfully operaHng special recycling programs.

6. TECHNICAL CAPABILITY: PROCESSING & MARKETING OF DIVERTIBLE MATERIALS Processing & MarkeLng of DiverLble Materials
All Proposers have the requisite experience using materials recovery faciliHes, composHng faciliHes, anaerobic digesHon faciliHes, and C&D processing faciliHes.

Valley Vista Services owns and operates the only facility in Southern California that is cerHfied by CalRecycle as a High Diversion Organics Waste Processing Facility (HDOWPF) to receive cocollected recyclables and MSW and meet SB 1383-aligned facility organics recovery standards.

The use of the cerHfied HDOWPF facility would allow Valley Vista Services to implement a twostream collecHon system for residenHal and commercial customers in which MSW and recyclables would be co-collected into one collecHon stream, and yard trimmings and food scraps would be co-collected into a second collecHon stream. A two-stream collecHon system in which the cocollected MSW and recyclables are taken to a CalRecycle-cerHfied HDOWPF, is an approved SB 1383 compliance pathway. The two-stream collecHon system proposed by Valley Vista Services is similar to the collecHon program currently in place in the City in which residents are accustomed.

7. CUSTOMER SERVICE
There was a significant difference in the level of detail provided by the four proposers. While all proposers have the capability to provide customer service, the details were more favorable in the recommended proposer’s descripHon.

8. PUBLIC EDUCATION AND OUTREACH
Public educaHon is an important aspect of the SB 1383 regulaHons and is now especially criHcal because the law requires the City to meet specific limits for how much “contaminaHon” is occurring (e.g. recyclables in trash carts or in the food scrap/yard trimmings carts; or food scraps in the trash or recyclables carts, etc.). All residents and businesses must be informed of the SB 1383 requirements so they will separate their materials into the appropriate carts and bins. SB 1383 requires the City (through its hauler) to issue contaminaHon noHces to customers who do not properly separate their materials. The hauler must also document the incidents of contaminaHon and report them to the City. The new Agreement requires the hauler to photodocument observed instances of contaminaHon along with the date, address, customer, and other informaHon. The contaminaHon informaHon will be provided to the City, and when persistent contaminaHon instances occur, the City may be able to assess fines on generators for PAGE 627 of 1808
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non-compliance per the City’s municipal code. In its SB 1383 ImplementaHon Record, the City must also maintain detailed records of all public educaHon materials and efforts including the dates disseminated, to which customers, the content of the materials, and samples of the materials that were disseminated.

All proposers exhibited an understanding that public outreach and educaHon, plus issuance of contaminaHon noHces to customers, are of criHcal importance and are required under the new Agreement. Athens Services took excepHon to the Agreement requirement that only the City can issue contaminaHon penalHes to customers.

Conclusion: Public EducaLon and Outreach
All Proposers have the requisite experience in public educaHon and outreach to residenHal, commercial and mulH-family customers including flyers, brochures, social media, website and more, including providing public educaHon and outreach as required by SB 1383.

9. START-UP AND IMPLEMENTATION PLAN
All proposers included informaHon regarding their experience transiHoning services in other municipaliHes over the last ten years.

All proposers provided a narraHve implementaHon plan detailing the transiHon period acHviHes, including the public educaHon, outreach and noHficaHon required during the transiHon to the new contract, and as included in the new Agreement.

Conclusion: Start-up and ImplementaLon Plan
All Proposers’ implementaHon plans are adequate for the new Agreement transiHon.

10. TRANSITION
All proposers indicated that they were able to mobilize quickly and conduct a quick and efficient transiHon by May 31, 2025. All proposers indicated that they had sufficient vehicles and containers to service the City beginning May 31, 2025. During the Ad-Hoc CommiPee interview held on May 14, 2025, Valley Vista Services suggested weekly meeHngs with the City during the first two months of the transiHon and customer service staff residencies at City locaHons during the first several weeks of the transiHon to provide face-to-face transiHon assistance to residents.

Conclusion: TransiLon
All Proposers’ transiHon plans are adequate for the new Agreement transiHon.

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11. REPORTING
Complete, accurate and Hmely reporHng of all recycling, food scrap and other programs and the quanHHes of recyclables and food scraps/yard trimmings that were diverted, plus reporHng on the contaminaHon noHces issued, as well as monthly, quarterly and annual reports on the City’s overall compliance with SB 1383 are vital to the City’s compliance with SB 1383. The SB 1383 regulaHons require all ciHes to produce all records related to SB 1383 compliance upon 10 daysnoHce of CalRecycle’s request. This is oQen accompanied by an on-site visit from CalRecycle to observe recycling and food scrap programs at residences and businesses in a city. Therefore, the City will be depending upon the hauler to conHnuously provide complete and accurate reporHng.

A comprehensive list of the reports the hauler is required to submit appears in ArHcle 11 and in APachment K of the Agreement.

Conclusion: ReporLng
All proposers indicated that they are aware of the importance of the state regulatory reporHng requirements and have experience maintaining SB 1383-compliant records for other ciHes, and that they would comply with the City’s reporHng requirements.

12. ENVIRONMENTAL RESPONSIBILITY
All Proposers included the use of residenHal and commercial carts containing at least 10% postconsumer recycled content and at least 50% post-industrial recycled content.

Valley Vista Services proposed six Zero Emission Vehicles (ZEV) that make use of baPery electric propulsion systems for use in light- to-medium duty residenHal collecHon. Republic Services also indicated during the Ad-Hoc CommiPee interview held on May 14, 2025 that it could make use of electric vehicles for collecHon in the City, if requested.

Conclusion: Environmental Responsibility
All Proposers are taking acHons to reduce carbon footprint and increase their sustainability pracHces. Valley Vista Services included the highest number of ZEVs in its proposal, although electric vehicles were not an RFP requirement.

13. FINANCIAL CAPABILITY
As required by the RFP, all proposers submiPed informaHon on company size, organizaHon, ownership and corporate officers, and the length of Hme the company has been in business (Proposal Forms 2 and 3). American ReclamaHon, Republic Services and Valley Vista Services submiPed banking, surety and insurance informaHon and audited financial statements as required by Proposal Form 21 -submiPed as confidenHal. Athens Services did not provide audited financial statements as required by the RFP.

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The main purpose of the analysis of financial capability is to determine if the proposer has the necessary financial strength and resources to purchase the required new equipment (carts, bins, roll off boxes) and new vehicles required by the RFP, and to carry out all tasks required in the new Agreement.

The informaHon on financial capability was reviewed and analyzed. A third-party forensic CPA performed a financial statement analysis with a comparison of key risk metrics including a quick raHo test, working capital raHo, debt raHo, and gross margin raHo, against industry benchmarks.

Conclusion: Financial Capability
The financial metrics for American ReclamaHon, Republic Services and Valley Vista Services demonstrate that they manage their cash flow by way of long-term contracts with the jurisdicHons they serve. Review of the audited financial statements provided by the three proposers, demonstrate that American ReclamaHon, Republic Services and Valley Vista Services have the financial capability to provide the vehicles, equipment and services required by the new Agreement. Athens Services provided a lePer from their bank, however, did not provide audited financial statements.

14. CUSTOMIZED LOCAL APPROACH
American ReclamaHon, Athens Services and Valley Vista Services provided well thought out proposals and provided programs that will meet the needs of the City, customers, and state compliance requirements. Republic Services proposal was incomplete. All proposers align with the City’s required residenHal backyard/sideyard service configuraHon except for Republic Services. Republic Services proposed residenHal curbside collecHon services. All proposers provided a three-stream collecHon system. In addiHon to a three-stream collecHon system, Valley Vista Services also proposed the use of a two-stream system using its High Diversion Organics Waste Processing Facility (HDOWPF) to receive co-collected recyclables and MSW that meet SB 1383-aligned facility organics recovery standards. The two-stream collecHon program proposed by Valley Vista Services is aligned with the program residents are currently using and will also provide an approved SB 1383 compliance pathway for the City. The two-stream collecHon system proposed by Valley Vista Services is similar to the collecHon program currently in place in the City in which residents are accustomed.

15. DIVERSION STRATEGY
The Diversion Strategy outlines the ability to meet state regulatory requirements and program implementaLon. American ReclamaHon’s, Athens Services’, and Valley Vista Services’ proposals included details regarding their ability to meet AB 939, AB 341, AB 1826, AB 1594 and SB 1383 diversion requirements in other ciHes. American ReclamaHon’s and Valley Vista Services’ PAGE 630 of 1808
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proposals details its ability to implement contractual programs with no excepHons. Republic Services did not include extensive details regarding its ability to meet diversion requirements. All proposals received included one, dedicated FTE Recycling Coordinator.

Conclusion: Diversion Strategy
All proposer’s have the requisite experience to implement diversion programs for the City and to provide FTE recycling coordinators dedicated to the City. Both Athens Services and Republic Services took excepHon to City-required programs affecHng diversion strategy.

16. COST EVALUATION
In order to evaluate the total cost of each proposer’s rates to perform the required services described in the RFP, the rates submiPed by each proposer were mulHplied by the esHmated numbers of customers, collecHon frequency, and sizes of carts and bins (provided in SecHon 2:

Project Background of the RFP), to calculate the projected rate revenues. The calculaHons of customer costs were then aggregated into commercial and residenHal customer sectors and annualized. The final calculaHon provides the annual amount the selected proposer would receive from the City’s ratepayers for performing all the services in the new contract. The calculaHon methodology used was provided as part of the evaluaHon criteria in SecHon 5.2 (Proposal EvaluaHon Criteria) of the RFP. The process of calculaHng aggregate rate revenue was repeated for each of the different rate schedules that were provided by each proposer. Per the RFP, proposers were required to itemize and include the City’s regulatory compliance costs for each rate proposed.

Table 16.1. Aggregate Projected Annual Revenue – Comparison of All Proposed Pricing ConfiguraLons*
Current American
ReclamaLon Athens Services RepublicServices
Valley Vista
Services
ResidenHal $2,356,617 $2,824,947 $6,085,868 $2,938,068 $2,535,960 Estate $1,239,564 $1,582,750 $3,712,896 $5,055,748 $2,132,287 Commercial $465,834 $606,654 $912,741 $1,948,184 $802,622 Total $4,062,015 $5,014,351 $10,711,505 $9,942,000 $5,470,870 Increase 23% 164% 145% 35%
*Does not include roll-off, compactor, or special services revenues.

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ResidenLal Services Cost EvaluaLon
Proposers were asked to provide a rate to provide backyard/sideyard service for single-family residenHal customers similar to the system currently in place as well as an opHmized method and rate to provide backyard/sideyard service for single-family residenHal customers.

Valley Vista Services provided the lowest monthly single-family residenHal rate for a two-stream backyard collecHon program at $57.61 per month. Valley Vista Services also provided a singlefamily residenHal rate for a three-stream backyard collecHon program at $65.52 per month.

American ReclamaHon provided the lowest rate for a single-family residenHal three-stream backyard collecHon program at $64.18 per month. Athens Services provided the highest rate for a single-family residenHal three-stream backyard collecHon program at $138.26 per month.

Republic Services provided a rate of $66.75 for a single-family residenHal three-stream curbside collecHon program (Republic Services did not provide a rate or program for single-family residenHal backyard service). See Table 16.2. below for side-by-side comparison of two-stream and three-stream single-family residenHal rates received compared to the current rate of $53.54 and the percent increase the proposed rates represent when compared to the current rates.

PAGE 632 of 1808
Evalua&on Summary Report
City of San Marino RFP for Solid Waste and Recycling Services

Page 12 ends

Table 16.2 Comparison of Current and Proposed Single-Family ResidenLal Rates Received and Percent Increase Compared to the Current Single-Family ResidenLal Rate Current
American
ReclamaLon
Athens
Services
Republic
Services
Valley
Vista
Services
ResidenHal 2-stream
program
$53.54 Not
Provided
Not
Provided
Not
Provided
$57.61
(8%)
ResidenHal 3-stream
program N/A $64.18 (20%)
$138.26
(158%)
$66.75*
(25%)
$65.52
(22%)
*Republic Services single-family residen&al three-stream rate is for curbside collec&on service. Republic Services did not provide a rate or program for single-family residen&al backyard service.

Commercial Services Cost EvaluaLon
In the RFP, the City requested commercial rates for trash, recycling, food scraps, yard trimmings, and co-collected food scraps and yard trimmings. A detailed analysis, by service line, comparing the current rate revenues and the projected rate revenue from the proposals is included in Table

16.3 below.

Table 16.3. ComparaLve Commercial Rate Analysis – Fee Inclusive* Current
American
Reclama/on
Athens
Services
Republic
Services
Valley Vista
Services
Commercial MSW revenue $454,876 $592,521 $896,816 $1,930,881 $796,625 Commercial Recycling revenue $0 $0 $0 $0 $0
Commercial Co-Collected Organics
Revenue $10,959 $14,133 $15,925 $17,303 $5,997
Total Commercial Revenue $465,834 $606,654 $912,741 $1,948,184 $802,622 Commercial Increase compared to
current ($) $140,819 $446,907 $1,482,349 $336,788
Commercial Increase compared to
current (%) 30% 96% 318% 72%
*Does not include roll-off, compactor, or special services revenues.

American ReclamaHon provided the lowest commercial MSW rates. Valley Vista Services provided the lowest commercial organics collecHon rates. Republic Services provided the highest commercial MSW and organics rates.

Estate Services Cost EvaluaLon
In the RFP, the City requested residenHal estate rates for trash, recycling, co-collected food scraps and yard trimmings for residenHal estate customers who generate large amounts of waste and diverHble materials that require the use of bins. A detailed analysis comparing the current residenHal estate rate revenues and the projected residenHal estate rate revenues from the PAGE 633 of 1808
Evalua&on Summary Report
City of San Marino RFP for Solid Waste and Recycling Services

Page 13 ends

proposals is included in Table 16.4 below. The projected rate revenue included in Table 16.4 assumes all current estate customers have a 3-yard bin for MSW collecHon. There is a spectrum of service configuraHons, ranging from 1-yard bins to 3-yards bins 1-3x/week currently in service at estate properHes. Customers may ‘downsize’ to a smaller container to miHgate rate impacts.

Table 16.4. ComparaLve ResidenLal Estate Rate Analysis
*Does not include recycling and organics stream
**Uses 3-container BYS (OPT A)
*** Valley Vista Services proposed a 2-container program for estate services American ReclamaHon provided the lowest residenHal estate rates. Athens Services provided the highest residenHal estate rates.

Cost EvaluaLon Conclusion:

Overall, the cost evaluaHon shows that American ReclamaHon’s proposed rates would result in an aggregate annual rate revenue increase of 23%; Valley Vista Services’ proposed rates would result in a 35% increase in rates; Republic Services’ proposed rates would result in a 145% increase; and Athen Services’ proposed rates would result in an increase of 164%.

Valley Vista Services’ 2-stream single-family residenHal rates were lower than the single-family residenHal rates proposed by all other proposers. American ReclamaHon’s commercial and estate rates were lower than all other proposers. American ReclamaHon, Athens Services and Valley Vista Services provided thorough, complete, and verifiable costs for the rates and assumpHons requested in Proposal Forms 29. Republic Services leQ many rate items blank.

17. PROCEDURAL COMPLIANCE
Proposers are required to comply with the following three procedures included in Table 17, Proposal EvaluaHon Criteria, of the RFP document:
• Required submiPal of all proposal forms in the format contained in the RFP • No addiHonal or alternate programs proposed beyond the Scope of Work. Proposer’s Plan for opHmized collecHon for residenHal backyard/sideyard service, as requested in the RFP, is not considered an alternate program.
• Any requests for addiHonal informaHon or explanaHon of proposal must be made in wriHng and addressed to the City’s Project Manager.

American ReclamaHon and Valley Vista Services complied with all three of the procedures required for the City RFP process as described above. Republic Services did not comply with the PAGE 634 of 1808
Evalua&on Summary Report
City of San Marino RFP for Solid Waste and Recycling Services

Page 14 ends

procedures required for the RFP process as Republic Services provided an alternate program, residenHal curbside service, that did not meet the City’s backyard/sideyard service requirement.

In addiHon, many of Republic Services proposal forms were incomplete. Athens Services provided a lePer from its bank but did not submit its audited financial statements.

18. AB 1669 EMPLOYMENT OFFERS TO INCUMBENT’S EMPLOYEES
All Proposers confirmed compliance with the AB 1669 requirements as applicable to each Proposer.

RECOMMENDATION
EcoNomics’ recommends that the City of San Marino award the Contract for Solid Waste and Recycling Services to Valley Vista Services. This recommendaHon is based upon the results of the applicaHon of the 18 RFP evaluaHon criteria provided above. In summary, the bullets below highlight the advantages of the proposal submiPed by Valley Vista Services:
• Valley Vista Services is the most qualified proposer as it demonstrated a comprehensive understanding of the project; provided the lowest single-family residenHal rate received in the RFP process; and provided the best overall value and comprehensive services to the City.
• Valley Vista Services has extensive experience with implementaHon and administraHon of collecHon services for Municipal Solid Waste (“MSW”), recyclable materials, yard trimmings, and food scraps from residenHal, commercial, and mulH-family and insHtuHonal generators. Further, Valley Vista Services understands the CalRecycle SB 1383 regulatory requirements and the impacts of the State’s 75% diversion requirement and all other related legislaHon.
• Valley Vista Services included an adequate number and type of collecHon vehicles, as well as an adequate number, types and sizes of containers for the required collecHon services in its proposal. The number of proposed drivers and other personnel included in the proposal was sufficient for the proposed vehicles and required services. • Valley Vista Services has experience implemenHng SB 1383 diversion programs in the ciHes it currently serves and demonstrated knowledge and capability to meet the requirements of SB 1383 as required by the Contract.
• Valley Vista Services has the requisite experience using materials recovery faciliHes, composHng faciliHes, and C&D processing faciliHes. Valley Vista Services proposed using its own CalRecycle designated High Diversion Organics Waste Processing Facility (HDOWPF), Grand Central Recycling and Transfer StaHon, for two-stream processing of trash/recyclables and yard trimmings/food scraps. Pre-processed organic waste, primarily yard trimmings will be taken to Recycled Wood Products in Ontario; pre-processed organic waste, primarily food waste will be taken to the Rialto Anaergia Bionergy Facility; and PAGE 635 of 1808
Evalua&on Summary Report
City of San Marino RFP for Solid Waste and Recycling Services

Page 15 ends

construcHon and demoliHon debris will be taken to CWS DLA MRF and Transfer StaHon.

Valley Vista Services also provided all required forms and informaHon and rates for a three-container system.
• Valley Vista Services’ SB 1383 compliant two-stream collecHon system pricing advantage was significant.
• Valley Vista Services has the only facility in Southern California that is currently cerHfied by CalRecycle as a High Diversion Organics Waste Processing Facility (HDOWPF) to receive co-collected recyclables and MSW and meet SB 1383-aligned facility organics recovery standards.
• Valley Vista Services will conHnue residenHal Backyard/Sideyard service. • Valley Vista Services agreed to all the City’s Contract Terms and CondiHons and took no excepHons to the agreement.
• Valley Vista Services provided all Financial Statements as required by the RFP.

PAGE 636 of 1808
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

Page 5 of 625 ends

EXHIBIT D
PAGE 637 of 1808
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.

Page 6 of 625 ends

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.

Page 7 of 625 ends

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

Page 8 of 625 ends

• 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

Page 9 of 625 ends

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.

Page 10 of 625 ends

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

Page 12 of 625 ends

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 htps://calrecycle.ca.gov/organics/slcp/ 1 2 htps://calrecycle.ca.gov/organics/slcp/ 3 See, e.g., htps://www.ciyofsebasopol.gov/wp-conen/uploads/2024/06/RFP-for-Sebasopol-Solid-WaseCollecon-Agreemen_2024-05-28_rev-Word-version.pdf; htps://www.chinohills.org/DocumenCener/View/23509/Reques-for-Proposals-for-Inegraed-Solid-WaseMgm-Svs; htps://monocouny.ca.gov/sies/defaul/files/fileatachmens/public_works_- _solid_wase/page/31433/reques_for_proposals.pdf; htps://www.sjgov.org/docs/defaul-source/public-worksdocumens/rfps-and-rfqs/sjcdpw-rfp-24-08-documens/sjcdpw-rfp-24-08.pdf?sfvrsn=6acfa0c8_3; htps://hiddenhillsciy.org/wp-conen/uploads/Hidden-Hills-RFP-2024.pdf

Page 15 of 625 ends

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.”

Page 16 of 625 ends

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.

Page 17 of 625 ends

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 writingssubmitted 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

Page 20 of 625 ends

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

SEE EXHIBIT C
(Evaluation Summary Report of Proposal Received for
Solid Waste and Recycling Services)
PAGE 654 of 1808

SEE EXHIBIT E
(Contract Between the City of San Marino and Valley Vista Services for Solid Waste and Recycling Services)
PAGE 655 of 1808

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

EXHIBIT E
PAGE 656 of 1808
-iThis Page is
Intentionally left Blank
PAGE 657 of 1808
-1-
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 PAGE 658 of 1808
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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 PAGE 659 of 1808
-3-
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 PAGE 660 of 1808
-4-

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 PAGE 661 of 1808
-5-

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 PAGE 662 of 1808
-6-

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 PAGE 663 of 1808
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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 PAGE 664 of 1808
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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 PAGE 665 of 1808
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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 PAGE 667 of 1808
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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 PAGE 668 of 1808
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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 PAGE 669 of 1808
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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 PAGE 670 of 1808
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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:

PAGE 672 of 1808
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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 PAGE 675 of 1808
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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 PAGE 676 of 1808
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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 PAGE 679 of 1808
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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 PAGE 681 of 1808
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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 PAGE 685 of 1808
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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 PAGE 686 of 1808
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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 PAGE 687 of 1808
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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 PAGE 688 of 1808
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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 PAGE 690 of 1808
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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 PAGE 691 of 1808
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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 PAGE 692 of 1808
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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 PAGE 693 of 1808
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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, PAGE 694 of 1808
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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 PAGE 696 of 1808
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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, PAGE 697 of 1808
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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 PAGE 699 of 1808
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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 PAGE 700 of 1808
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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 PAGE 701 of 1808
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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 PAGE 702 of 1808
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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 PAGE 704 of 1808
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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) PAGE 705 of 1808
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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 PAGE 707 of 1808
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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 PAGE 708 of 1808
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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 PAGE 709 of 1808
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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 PAGE 710 of 1808
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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 PAGE 712 of 1808
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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 PAGE 713 of 1808
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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 714 of 1808 -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 PAGE 716 of 1808
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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 PAGE 718 of 1808
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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 PAGE 719 of 1808
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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 PAGE 720 of 1808
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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 PAGE 721 of 1808
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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 PAGE 722 of 1808
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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 PAGE 723 of 1808
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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, PAGE 724 of 1808
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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 PAGE 727 of 1808
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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 PAGE 728 of 1808
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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 PAGE 730 of 1808
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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 PAGE 731 of 1808
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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 PAGE 732 of 1808
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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 PAGE 734 of 1808
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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 PAGE 735 of 1808
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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 PAGE 736 of 1808
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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 PAGE 737 of 1808
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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 PAGE 739 of 1808
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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 PAGE 740 of 1808
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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, PAGE 745 of 1808
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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 PAGE 746 of 1808
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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 PAGE 747 of 1808
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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 PAGE 750 of 1808
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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 PAGE 751 of 1808
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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 PAGE 752 of 1808
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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 PAGE 758 of 1808
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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- PAGE 759 of 1808
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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 PAGE 761 of 1808
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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 PAGE 762 of 1808
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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 PAGE 763 of 1808
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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 PAGE 764 of 1808
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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 PAGE 765 of 1808
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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 PAGE 766 of 1808
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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 PAGE 767 of 1808
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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 PAGE 768 of 1808
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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 PAGE 769 of 1808
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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 PAGE 770 of 1808
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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 PAGE 771 of 1808
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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 PAGE 772 of 1808
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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 PAGE 775 of 1808
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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 PAGE 776 of 1808
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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 PAGE 777 of 1808
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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 PAGE 778 of 1808
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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 PAGE 779 of 1808
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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 PAGE 780 of 1808
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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 PAGE 781 of 1808
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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 PAGE 782 of 1808
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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 PAGE 783 of 1808
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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 PAGE 784 of 1808
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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 PAGE 785 of 1808
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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 PAGE 786 of 1808
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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 PAGE 787 of 1808
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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, PAGE 788 of 1808
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removal costs, remediation costs, and similar costs, damages and expenses) that arise out of or are alleged to arise out of or in any way relate to any action, inaction or omission of Contractor that:

1. Results in any demand, claim, notice, order, or lawsuit, asserting that any Indemnified Party is liable, responsible or in any way obligated to investigate, assess, monitor, study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Waste (as defined herein); or

2. Relates to material collected, transported, recycled, Composted, processed, treated or disposed of by Contractor.

B. Contractor’s obligations pursuant to this section shall apply, without limitation, to:

1. Any Claims brought pursuant to or based on the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., the California Hazardous Substances Account Act (California Health & Safety Code Sections 25300 et seq.), the California Hazardous Waste Control Laws (California Health & Safety Code Sections 25100 et seq.), the California Porter-Cologne Act (California Water Code Section 13000 et seq.), and any and all amendments and regulations thereto, and any other Federal, State, regional or local environmental statutory or regulatory provision;
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2. Any Claims based on or arising out of or alleged to be arising out of the ownership, use, lease, sale, design, construction, maintenance or operation of Contractor of any facility;

3. Any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, Disposal, processing or use of any materials recovered by Contractor;

4. Any Claims based on or arising out of or alleged to be arising out of any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement.

C. The foregoing indemnity and defense obligations shall apply irrespective of the negligence or willful misconduct of Contractor or any Affiliate of Contractor.

D. For purposes of this Agreement, the term “Hazardous Waste” includes, without limitation, any material or substance which is: (i) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (ii) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health & Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (iii) defined as a "hazardous substance" under Section 25316 of the California Health & Safety Code, Division 20, Chapter 6.8 (Hazardous Substance Account Act); (iv) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 25501(p), (q), and (r) and 25501.1 of the California Health & Safety Code, Division 20, PAGE 790 of 1808
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Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (v) defined as a "hazardous substance" under Section 25281 of the California Health & Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (vi) "used oil" as defined under Section 25250.1 of the California Health and Safety Code; (vii) asbestos; (viii) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (ix) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; (x) designated as a "toxic pollutant" pursuant to the Federal Water Pollution Control Act, 33 U.S.C. Section 1317; (xi) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. § 6903); (xii) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C. § 9601); (xiii) defined as "Hazardous Material" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq.; (xiv) defined as such or regulated by any "Superfund" or "Superlien" law; (xv) any asbestos or asbestoscontaining material; (xvi) any chemical which the Governor has identified as a chemical known to the State to cause cancer or reproductive toxicity pursuant to California Health & Safety Code Section 25249.8; or, (xvii) any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time hereafter, in effect.

The term “Hazardous Waste” shall also include any and all amendments to the abovePAGE 791 of 1808 -135-
referenced statutory and regulatory provisions made before or after the date of execution of this Agreement. Where there is a conflict in the definitions employed by two or more agencies having jurisdiction over Hazardous Waste, the term “Hazardous Waste” shall be construed to have the broader, more encompassing definition.

E. The provisions of this section shall not terminate or expire, shall be given the broadest possible interpretation and shall survive the expiration or earlier termination of this Agreement.

13.06 Intellectual Property Indemnification. Contractor agrees to indemnify, hold harmless and defend the Indemnified Parties against any and all liability, including costs, for infringement of any United States’ letters patent, trademark or copyright infringement.

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ARTICLE 14: COMPENSATION TO CONTRACTOR

14.01 General. Contractor shall perform the services required by this Agreement in consideration for: (i) the right to charge customers the rates set forth in Attachment D-1 for the period May 31, 2025 through September 30, 2025, and thereafter the rates set forth in Attachment D-2 as they may be adjusted as provided in this Article, and (ii) the right to retain all revenues, if any, from the sale of Recyclable Materials, Yard Trimmings, Food Scraps, Compost, (including revenue from creation, sale and use of energy) and Construction and Demolition Debris. The revenues received from these sources shall be the full, entire and complete compensation due to Contractor for all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, profit and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed. City shall not be obligated to make any payments to Contractor under this Agreement, including, but not limited to, payments to compensate Contractor for delinquent or uncollectible amounts charged to Customers.

14.02 Initial Rates.

14.02.A Rates from May 31 – September 30, 2025. From May 31, 2025 through September 30, 2025 Contractor shall charge Customers the rates in Attachment D-1 which are the rates charged by the City’s previous hauler. The rates in Attachment D-1 include a “Waste Management Fee” and a “franchise fee”. Contractor may retain all revenue from the rates in Attachment D-1 including the revenues from said fees. During the period from May 31, 2025 through September 30, 2025 the City will issue a PAGE 793 of 1808
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Proposition 218 notice and will hold a public hearing for the City Council to consider adoption of the new rates proposed by Contractor in the City’s Request for Proposals process. Except as provided for in Section 14.02.C below, once new rates are approved by the City Council, Contractor shall charge Customers the rates in Attachment D-2. The parties plan that Contractor will begin charging the rates in Attachment D-2 on October 1, 2025.

14.02.B Contractor Shall Charge Rates in Attachment D-2. In the event Contractor is found, during the Term, to be charging any rate that is not listed in Attachment D-2, Contractor shall, upon realization of this fact or upon receipt of notification from City, refund all such charges to all affected Customers within thirty (30) days. In the event Contractor has charged a higher rate than the rate listed in Attachment D-2, as may be adjusted under the various provisions of this Agreement, then the difference between the rate charged and the then applicable rate shall be refunded. In the event Contractor has charged a lower rate than the rate listed in Attachment D-2, Contractor shall not charge the Customer for the difference between the rate charged and the rate in Attachment D-2; however, Contractor shall notify the Customer and give the Customer the option to continue to receive the service at the rate listed in Attachment D2, or to arrange for a different service or level of service. In such event, Contractor shall assist the Customer in selecting the most cost-effective service level and the corresponding rate available in Attachment D-2.

Contractor shall not bill or otherwise charge any Customer for services that are not rendered. Upon discovery of any billing or charging of a Customer for services that were PAGE 794 of 1808
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not rendered, Contractor shall refund the complete amount charged to the Customer within thirty (30) days.

Upon City request, Contractor shall provide City with a summary of any and all instances of (i) rates greater than the rates listed in Attachment D-2 being charged, and (ii) charges for services not rendered to Customers. Contractor shall report to City the refunds or other adjustments made for each of said Customers.

14.02.C Change of Rates from Attachment D-2 to Attachment D-3. Since Contractor’s Grand Central Recycling and Transfer Station could lose its CalRecycle HDOWPF designation, the City will include in its initial Prop 218 rate approval procedure an alternative rate structure, as indicated in Attachment D-3, providing rates for a ThreeStream collection system that would be required to be implemented and deployed in the event Contractor’s Grand Central Recycling and Transfer Station loses its HDOWPF designation. In such event, the applicable rates will change to the rates indicated in Attachment D-3, as adjusted by Attachment J, beginning with the first billing cycle after which the Three-Stream collection system has been completely implemented and deployed for all Residential and Commercial Customers.

14.03 Annual Rate Adjustments. The rates for services set forth in Attachment D shall be adjusted annually, to be effective July 1, 2026 and the July 1 for each ensuing year of the Term in accordance with Attachment J and Section 14.09. If Contractor bills Customers on a monthly basis, thirty days (30) prior to each annual automatic adjustment, Contractor shall provide written notice of the change in the rates to Customers by printing the amount (percentage) of the rate adjustment on the Customer’s bill (including both PAGE 795 of 1808
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electronic and hard copy bills). Said notice shall include language stating that the Agreement between the City and Contractor provides for this annual adjustment. If Contractor bills Customers on a monthly basis, Contractor shall submit the language to be included on the Customer’s bill (including both electronic and hard copy bills) for City’s approval sixty (60) days prior to each annual automatic adjustment.

If Contractor bills Customers on a quarterly basis, ninety days (90) prior to each annual adjustment, Contractor shall provide written notice of the change in the rates to Customers by printing the amount (percentage) of the rate adjustment on the Customer’s bill (including both electronic and hard copy bills). Said notice shall include language stating that the Agreement between the City and Contractor provides for this annual adjustment.

14.04 Challenge to Rates. The parties recognize that rates established under this Agreement may be challenged as fees or charges for property-related services pursuant to California Constitution Article XIIID. The City intends to follow the requirements of that Article when adjusting rates, including, but not limited to, those rates set forth in Attachment D in an abundance of caution and without conceding its applicability. If a proposed rate adjustment may not be enacted as a result of a majority protest pursuant to Article XIIID, Section 6, or if rates in effect are reduced as a result of an initiative measure authorized by Article XIII.C, Section 3, the City's inability to increase or maintain the rates as contemplated shall not constitute a breach of this Agreement. The parties shall promptly meet to discuss and determine how best to respond to such an occurrence.

14.05 Adjustment of Disposal Charge (Tip Fee) and Processing Costs (Tip Fees). If the tip fee charged at the City-designated Disposal Site is changed (increased or PAGE 796 of 1808
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decreased) for whatever reason including, but not limited to, new or increased taxes or regulatory fees, the Disposal portion of the rates set forth in Attachment D shall be adjusted according to the provisions in Attachment J. Disposal Charges are a passthrough cost and Contractor shall not be entitled to receive or charge any profit, markup, overhead or administrative costs on Disposal Charges.

If the tip fee charged at one or more of the City-designated Processing Facilities listed in Article 6 is changed (increased or decreased) for whatever reason including, but not limited to, new or increased taxes or regulatory fees, the Processing portion of the rates set forth in Attachment D for the affected stream of materials shall be adjusted according to the provisions in Attachment J after completion of the procedures in Section

14.09 and once Contractor has received direction from the City regarding which Processing Facility to use.

In the event of an increase in Processing Costs for any material stream, the procedures in Section 14.09 of this Article 14 shall be followed. Processing Costs are a pass-through cost and Contractor shall not be entitled to receive or charge any profit, markup, overhead or administrative costs on Processing Costs. As an example, if the Processing Cost for Recyclable Materials at the City-designated MRF is increased, and the procedures in Section 14.09 have been completed, the portion of the rates in Attachment D for Processing of Recyclable Materials shall be adjusted pursuant to the procedures in Attachment J according to the decision and direction of the City.

14.06 City Regulatory Compliance Costs. In order to offset the City’s costs in administering this Agreement to meet state-mandated requirements for Diversion and program implementation including, but not limited to, planning, monitoring and PAGE 797 of 1808
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implementation of additional Diversion programs, additional public education on Diversion programs, technical consulting assistance on solid waste, recycling and other related issues, preparation of any studies required by the City or by CalRecycle related to compliance with the Act, preparation of required reports, documentation as well as creation and maintenance of the Implementation Record required by the Act and by SB 1383, monitoring of Contractor’s performance under this Agreement, procurement of compost or other qualifying products as required by SB 1383, costs to enforce Article IX “Refuse” of the San Marino Municipal Code and any other City costs related to compliance with the Act, the rates in Attachment D include four-hundred twenty-five thousand dollars ($425,000) per year for City Regulatory Compliance Costs. Commencing October 1, 2025, Contractor shall remit one-twelfth of the annual amount to City on a monthly basis within thirty (30) days of the end of the calendar month for which the amount is being paid. The City may adjust the City Regulatory Compliance Costs on an annual basis (or less frequently) as needed to reflect actual costs, and in such event, the new amount will be included in the annual rate adjustment described in Section 14.03 and Attachments J and W. If any City Regulatory Compliance Cost payment is not made by Contractor within thirty (30) days after the above-stated due date, and in addition to any other remedy provided by law, Contactor shall pay to City a penalty in an amount equal to ten percent (10%) per month, or portion thereof, of the amount owing until paid.

14.07 Adjustments to Rates in Attachment D Based on City-Directed Changes In Scope of Work. If the City has directed a change in the scope of work under Section

5.12, and either party believes that such change will increase or decrease the costs of providing service, the party which believes the rates listed in Attachment D should be PAGE 798 of 1808
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adjusted shall, within thirty (30) calendar days after issuance of the notice of scope change, submit to the other party a proposed adjustment to the rates in Attachment D with complete supporting documentation of the cost calculations therein, and the parties shall thereafter meet and discuss the matter. City may request additional documentation, calculations and other information from Contractor in order to analyze information submitted by Contractor, or in order to make its own internal calculations of the cost change. Once the parties have formulated a cost adjustment, the City Council shall review the proposed adjustment and in the City Council's sole discretion, make the determination as to the appropriate amount of the adjustment. Only changes in Contractor’s costs will be considered. No adjustment will be made to Contractor’s compensation due to loss or reduction in any of the following: (a) Contractor’s profits, and/or (b) decrease in Contractor’s revenues at a Contractor-owned and/or Contractoroperated Processing Facility, including, but not limited to, Processing Fees, revenues from sale of Recyclable Materials, Compost, Wood, energy, and/or Processed Construction and Demolition Debris.

In the event the City-directed change of scope results in an increase in rates, the procedures in Section 14.04 for compliance with California Constitution Article XIIID shall be followed.

14.08 Other Fees. The City shall have the right to establish other fees and to collect such fees from Contractor, as City deems necessary in City’s sole discretion, and nothing in this Agreement shall be deemed to limit the City’s police/regulatory powers with respect to establishment of new regulations for the collection or disposal of waste or prevention of nuisances in the manner provided for by law. The amount, time and method of payment PAGE 799 of 1808
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will be established similar to that described in Section 14.06. City shall provide Contractor with written notice of the establishment of any new fees along with the corresponding change in the rates in Attachment D and the remittance schedule.

14.09 Procedures to be Followed in the Event of an Increase in Processing Costs at Contractor-Owned and Third-Party City-Designated Processing Facilities In the event the Contractor is required to increase processing costs due to increased tip fees at a third-party Processing Facility that accepts materials from the City or at a Contractor-owned Processing Facility, these costs may be ‘passed through’ to customers in rates using the methodology included in Attachment J provided the following procedures are completed by the Contractor. Within ten (10) business days of notification to the Contractor by the third-party or Contractor-owned or operated Processing Facility, the Contractor shall provide written notice to the City of the increase in Processing costs.

The Contractor shall also submit to City the projected impact on the rates. If the Processing cost increase would result in an increase in the current tipping fee by forty percent (40%) or more, Contractor shall proceed to contact potential alternative processing facilities.

Contractor shall contact at least two (2) different alternative Processing Facilities, in writing, to request (a) that these facilities accept materials from the City, (b) that the facility provide pricing (in dollars per ton), and (c) that the facility provide written assurances that there is adequate processing for the volume of materials generated by the City for at least one (1) year. The Contractor shall provide copies of these written requests to additional processing facilities to the City within five (5) business days of distribution. Contractor PAGE 800 of 1808
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shall submit all written response(s) from the Processing Facility operators to the City within five (5) business days of receipt. If the Contractor identifies a facility with a lower processing fee than the facility that is increasing its processing fees, the Contractor shall notify the City of this option(s) along with Contractor’s calculation of any change in transfer and transportation costs to deliver materials to the alternate Processing Facility and Contractor’s calculations showing the impact on rates for use of the alternate Processing Facility. If the City so directs, Contractor shall make arrangements for use of the new alternate Processing Facility prior to the increase in tipping fees, or as soon thereafter as is practical. City and Contractor shall follow the procedures in Attachment J to adjust the rates to reflect the new Processing Facility tipping fees (and transportation costs if applicable).

In the event City directs Contractor to continue use of the current City-designated Processing Facility at the new increased tipping fee, said new tipping fee shall be used in the annual rate adjustment calculations in Attachment J for the rate adjustment that will become effective July 1.

In presenting the costs for use of the current City-designated Processing Facility which has notified Contractor that there will be a processing or disposal cost increase, 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 alternate Processing Facility, as well as the total proposed rate change for each rate category incorporating use of the proposed Processing Facility. Contractor shall PAGE 801 of 1808
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calculate said costs assuming that any rate adjustment that includes an increase in Processing costs will become effective July 1.

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ARTICLE 15: DEFAULT AND REMEDIES

15.01 Events of Default. Each of the following shall constitute an event of default (“Contractor Default”) hereunder:

A. (i) Contractor fails to perform its obligations under Articles 5, 6, 7 or 8 of this Agreement and the failure to perform is not cured within two (2) business days after receiving written notice from the City specifying the breach; or (ii) in the case of any other breach of this Agreement, the breach continues for more than fifteen (15) calendar days after written notice from the City for the correction thereof.

B. There is a seizure or attachment of, or levy affecting possession of, the operating equipment of Contractor, including without limitation, its vehicles, maintenance or office facilities, of such proportion as to substantially impair Contractor’s ability to perform under this Agreement, and which is not released, bonded or otherwise lifted within two (2) business days.

C. There is any termination, suspension, or material impairment of Contractor’s ability to collect MSW, Recyclable Materials, Yard Trimmings, Food Scraps or Construction and Demolition Debris due to, or arising from, any cause (including labor unrest such as strike, work stoppage or slowdown, sickout, picketing, or other concerted job action).

D. Contractor files a voluntary case for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or consents to the appointment of or taking of possession by a receiver, liquidator, assignee, PAGE 803 of 1808
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trustee, custodian, sequestrator (or similar official) of Contractor for any part of Contractor’s operating assets or any substantial part of Contractor’s operating assets or any substantial part of Contractor’s property used to provide service to City pursuant to this Agreement, or makes any general assignment for the benefit of Contractor’s creditors, or fails generally to pay Contractor’s debts as they become due or takes any action in furtherance of any of the foregoing.

E. A court having jurisdiction enters a decree or order for relief in respect of the Agreement, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Contractor consents to or fails to oppose any such proceeding, and such proceeding remains undismissed or unstayed for a period of ninety (90) days or any such court enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the Contractor’s operating equipment or assets, or orders the winding up or liquidation of the affairs of the Contractor.

F. Contractor fails to timely furnish an initial bond, or fails to furnish a replacement bond or a continuation certificate of the existing bond prior to expiration of the performance bond, as required by Section 13.03 of the Agreement, or fails to maintain in force any substitute security authorized by the City in lieu of performance bond at all times this Agreement is in effect, or Contractor fails to maintain all required insurance coverages in force at all times. The default shall occur immediately upon such failure without any necessity for notice from City of the breach. City shall have the right to give notice of termination under Section 15.02 immediately upon such default.

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Notwithstanding any other provision of this Agreement to the contrary, Contractor shall not be entitled to an opportunity to cure any default comprising the failure to maintain all required insurance and/or the required bond.

G. Contractor fails to provide reasonable assurance of performance required under Section 16.10.

H. A representation or warranty contained in Article 2 proves to be false or misleading in a material respect as of the date such representation or warranty was made.

I. Contractor engages in, or is reasonably documented to be engaging in, any fraud or deceit upon City, or makes a misrepresentation regarding information provided to City including, but not limited to, falsifying tonnage reports, reports of the results of waste characterization, Customer Diversion program participation data, Contamination percentages, reports of Diverted Tons, reported implementation (or steps toward implementation) of Diversion programs required by this Agreement, or provides information that is materially misleading in any report or documentation provided to the City.

J. Contractor fails to honor or perform any of its indemnity or defense obligations as specified in this Agreement.

K. Contractor, or any of its officers, directors or employees is found guilty of any crime related to the performance of this Agreement, or of any crime related to anti-trust activities, illegal release, transport or Disposal of Hazardous Waste or toxic PAGE 805 of 1808
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materials, or bribery of public officials. The term “found guilty” shall be deemed to include any judicial determination that Contractor, or any of Contractor’s officers, directors or employees is guilty as well as any admission of guilt by Contractor or any of Contractor’s officers, directors or employees including, but not limited to, the plea of “guilty”, “nolo contendere”, “no contest” and “guilty to a lesser charge”.

L. Contractor is found to have violated the Act, any Environmental Law, or any permit, order or rule of any regulatory agency in connection with Contractor’s performance of this Agreement and such finding has become final and not subject to further appeal.

M. Contractor empties Containers of properly set out Recyclable Materials or Food Scraps/Yard Trimmings that contain less than twenty-five percent (25%) Contamination into a load of MSW, or transports Recyclable Materials and/or Food Scraps/Yard Trimmings to a Disposal site or other location at which the materials will not be Diverted.

N. Contractor fails to complete the annual brake inspection of each Collection vehicle and to submit Notice of Certification to City no later than May 1 of each year of the Term, as described in Section 8.03.E.

O. The issuance of four (4) or more vehicle, driver/operator or other citations for moving violations (including, but not limited to, exceeding the speed limit, unsafe speed, unsafe driving, reckless driving, running a red light, and unsafe turns) that relate in any way to operations performed pursuant to this Agreement within a twelve (12) month period.

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P. Failure of Contractor to adhere to, perform, implement and complete all parts of “Contractor’s Plan for Interim Period” (described in Section 5.03 and Attachment H) and the “Implementation Plan” (described in Section 5.03 and Attachment C).

Q. Any act or omission by Contractor relative to services to be provided pursuant to this Agreement which violates the terms, conditions or requirements of this Agreement, or the Act, or any law or statute, ordinance, order, directive, rule or regulation issued pursuant to the Act. Any failure to correct or remedy any such violation within the time set in the written notice of violation or, if Contractor cannot reasonably correct or remedy the breach within the time set forth in such notice or in the event Contractor fails to commence to correct or remedy such violation within the time set forth in such notice and fails to diligently effect such correction or remedy thereafter.

15.02 Right to Suspend or Terminate Upon Default.

A. Upon any Contractor Default, City shall have the right to suspend or terminate this Agreement, in whole or in part. Such suspension or termination shall be effective thirty (30) days after City has given written notice of suspension or termination to Contractor, except that such notice may be effective immediately if the Contractor Default is one which endangers the health, welfare or safety of the public. Contractor shall continue to perform the portion of the Agreement not suspended, in full conformity with its terms.

B. City will also have the right to suspend or terminate this Agreement, upon the same written notice provisions, if Contractor’s ability to perform is prevented or PAGE 807 of 1808
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materially interfered with by a cause which excuses nonperformance under Section

16.12, despite the fact that nonperformance in such a case is neither a breach nor default by Contractor.

15.03 Specific Performance. By virtue of the nature of this Agreement, the urgency of timely, continuous and high-quality service, the lead time required to effect alternative service, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate, and the City shall be entitled to injunctive and declaratory relief to require Contractor to perform its obligations herein.

15.04 Use of Contractor Property Upon Default. In the event that Contractor fails to perform any of its obligations under Articles 5, 6, 7, 8 or 9 and fails to perform such work within two (2) business days after notice from City, City shall have the right to use any of Contractor’s land, equipment, facilities and other property reasonably necessary for the provision of services hereunder and the billing and collection of fees for those services.

The City shall have the right to continue use of such property until other suitable arrangements can be made for the provision of such services, which may include the award of a contract to another service provider.

15.05 Right to Perform. If this Agreement is suspended and/or terminated due to a Contractor Default, City shall have the right to perform and complete, by contract or otherwise, the work herein or such part thereof as it may deem necessary and to procure labor, equipment, and materials and incur all other expenses necessary for completion of the work and services provided for herein. If such expenses exceed the amounts which would have been payable to Contractor under this Agreement (by and through rates and PAGE 808 of 1808
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customer payments for services rendered by Contractor) if such services had been fully performed by Contractor, then Contractor shall pay the amount of such excess to City.

15.06 Payment for Use of Contractor’s Property. If the City invokes its rights to use Contractor’s land, equipment, facilities, and other property pursuant to Section 15.04, and such use continues after the period of time for which Contractor has already been compensated, Contractor shall be entitled to the reasonable rental value of such property, which shall be offset against the damages due the City as a result of Contractor’s Default.

Contractor agrees that it will fully cooperate with the City to affect the City’s use of such property. The City may immediately engage all or any personnel necessary for the provision of services, including, if the City so desires, employees previously employed by Contractor. Contractor further agrees, if the City so requests, to assist the City in securing the services of any or all management or office personnel employed by Contractor whose skills are reasonably necessary for the continuation of services. The City agrees that it assumes complete responsibility for the proper, normal use of such equipment and facilities while in its possession. Contractor agrees that the City’s exercise of its rights under this section: (i) does not constitute a taking of private property for which compensation must be paid; (ii) will not create any liability on the part of the City to Contractor other than the payment of reasonable rental value as provided for in this subsection; and (iii) does not exempt Contractor from the indemnity provisions of Article 13 which are meant to extend to circumstances arising under this Section.

15.07 Damages. Contractor shall be liable to City for all direct and consequential damages arising out of Contractor’s Default. This section is intended to be declarative of PAGE 809 of 1808
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existing California law. The City may offset such damages against any sums which would otherwise be due to Contractor.

15.08 City’s Remedies Cumulative. City’s rights to suspend or terminate the Agreement under Section 15.02, to obtain specific performance under Section 15.03, to cure under Section 15.04 and to perform under Section 15.05 are not exclusive, and City’s exercise of one such right shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies that the City may have, including a legal action for damages, including incidental, consequential and/or special damages under Section 15.07.

15.09 Liquidated Damages. The parties acknowledge that consistent, courteous and efficient Collection of MSW, Recyclable Materials, Food Scraps, Yard Trimmings and Construction and Demolition Debris is of utmost importance and City has considered and relied on Contractor’s representations as to its quality of service commitment in entering into this Agreement. The parties further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service.

The parties further recognize that if Contractor fails to achieve the performance standards, City and its residents will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, the parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In placing their initials at PAGE 810 of 1808
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the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.

Contractor Initial Here: ______ City Initial Here: _____ Contractor agrees to pay to City (as liquidated damages and not as a penalty) the amount set forth below, all of which shall be adjusted upward annually using the procedure and calculations set forth in Section 14.03 of the Agreement and Attachment J. Where liquidated damages apply after a specified number of Contractor’s failures to comply within a one (1) year period, the one (1) year or annual period shall mean the preceding twelve (12) months including the month in which the most recent failure occurred.

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A. Collection Reliability
1 For each failure to commence service to a new Residential, Estate or Commercial Customer account within seven calendar (7) days after order, for (i) the basic Residential level of service including MSW, Recyclable Materials, and Co-collected Food Scraps/Yard Trimmings; (ii) Estate level of service as ordered by Customer; or (iii) Commercial level of service as ordered by Customer in excess of five (5) such failures annually on or after October 1, 2025.
$150.00
2 For each failure to collect a Container containing MSW, Recyclable Materials, Food Scraps/Yard Trimmings from a Single-Family Residential, Estate or Commercial Customer (access to which is available to Contractor) by an established Customer, on the scheduled Collection day, in excess of twohundred fifty (250) such failures annually. (Count of failures does not begin until October 1, 2025)
$100.00 per
Container
3 For each failure to collect MSW, Recyclable Materials, Food Scraps/Yard Trimmings (access to which is available to
Contractor) from the same Residential, Estate or Commercial Customer on two (2) consecutive scheduled Collection days. (Assessment of liquidated damages does not begin until
October 1, 2025)
$150.00
4 For each instance of collecting MSW, Recyclable Materials, or Food Scraps/Yard Trimmings outside of Collection hours
described in Section 5.08
$150.00
5 Failure to deliver new Carts for MSW, Food Scraps/Yard Trimmings at all Single Family Dwellings and new Carts and Bins at Estates, Multi-Family Dwellings and Commercial
Businesses by January 1, 2027
$5.00 per Customer
B. Collection Quality
1 For each occurrence of damage to private property
which is not corrected to the satisfaction of the City
within thirty (30) days of the damage and which
exceed five (5) such occurrences annually
$250.00
2 For each failure to properly return any empty Single Family Dwelling or Estate Cart back to its original location or failure to place the Cart in an upright position, in excess of twenty (20) such occurrences annually
$50.00 per
occurrence
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3 For each occurrence of discourteous behavior to a Customer $250.00 4 For each occurrence of excessive noise as defined in Section

5.09.B.
$500.00
5 For each failure to properly tarp a Roll Off Box during transportation of the Box.
$100 per incident
6 For each failure to clean up MSW, Recyclable Materials, Food Scraps, Yard Trimmings, or other materials blown, scattered or dropped from Carts or Bins, within the prescribed timeframe in Section 5.10.A, in excess of five (5) such failures annually.

Assessment of liquidated damages will not begin until October 1, 2025.
$150.00
7 For each failure to conform to the requirements of Sections

8.03.E.2, Cleaning; 8.03.E.3, Painting; 8.03.E.4, Maintenance;

8.03.G, Brake Inspections; 8.03.L, Operation; 8.04.E, Cleaning, Painting and 8.05.C, Uniforms, which exceed in any or a combination of categories in excess of five (5) such occurrences annually.
$150.00
8 Failure to display Contractor’s name and Customer service telephone number on each Collection vehicle as described in Section 8.03 (This requirement begins October 1, 2025)
$100 per incident
per day
9 Emptying a Cart or other Container containing Recyclable Materials, Yard Trimmings, Food Scraps or Combined Yard Trimmings/Food Scraps into an MSW Collection vehicle;
emptying a Cart or other Container containing MSW into a Recyclable Materials or Food Scrap/Yard Trimmings Collection vehicle; emptying a Cart or other Container containing Food Scraps/Yard Trimmings into a Recyclable Materials Collection vehicle; emptying a Cart or other Container containing into a Collection vehicle dedicated solely to Collecting Yard Trimmings or Food Scraps/Yard Trimmings. [Note: if a non-dedicated Collection vehicle is Collecting both Yard Trimmings or Yard Trimmings/Food Scraps that is permissible and does not
constitute a failure. If single pass trucks are utilized, each material must be kept separated within the body of the vehicle.

Failure to keep the materials separated shall constitute a failure incident.] If there are more than five (5) incidents within a twelve (12) month period, Contractor shall be in default of the Agreement.
$1,000 per incident
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10 Disposal of Recyclable Materials, Food Scraps and/or Yard Trimmings in a Disposal Facility except as provided in this Agreement
$1,000 per incident
11 For each Ton of Yard Trimmings used as Alternative Daily Cover
$150 per ton
12 For each failure to Process all Recyclable Materials Collected in City at the MRF described in Article 6.
$95 per ton of
processing capacity
not provided for the
initial 14 days;
$200/ton for days
15-42 that capacity
is not provided;
$1000/ton for days
43-56 that capacity
not provided. Over
56 days Contractor
is in default of the
Agreement.
13 For each failure to Process all Co-Collected Food Scraps/Yard Trimmings and Source Separated Yard Trimmings Collected in City at the Facility(ies) described in Article 6.
$95 per ton of
processing capacity
not provided for the
initial 14 days;
$200/ton for days
15-42 that capacity
is not provided;
$1000/ton for days
43-56 that capacity
not provided. Over
56 days Contractor
is in default of the
Agreement.

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14 For each failure to Process all Source-Separated Food Scraps Collected in City at the Facility(ies) described in Article 6. $95 per ton of
processing capacity
not provided for the
initial 14 days;
$200/ton for days
15-42 that capacity
is not provided;
$1000/ton for days
43-56 that capacity
not provided. Over
56 days Contractor
is in default of the
Agreement.
15 For each failure to Process all Construction and Demolition Debris Collected in City at the Facility described in Article 6. $95 per ton of
processing capacity
not provided for the
initial 14 days;
$200/ton for days
15-42 that capacity
is not provided;
$1000/ton for days
43-56 that capacity
not provided. Over
56 days Contractor
is in default of the
Agreement.

C. Responsiveness to Customer
1 For each failure to initially respond to a Customer complaint within eight (8) working hours:
$100.00
2 For each failure to conform to the litter abatement requirements of Section 5.10.
$250.00
3 Failure of Contractor to maintain an average hold time of sixty (60) seconds or less for ninety percent (90%) of all callers calculated on a monthly basis as required by Section 9.04.C. $500 per month that
60-second average
hold time for 90% of
callers is exceeded
4 Contractor’s use of a “robo” or automated voice return call to a Customer instead of a live customer service representative making the promised return call as described in Section 9.04.C $500 per incident in
excess of 5 incidents
within a 12-month
period
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5 Failure or neglect to resolve a Customer complaint relating to missed Collection within the time set forth in Section 9.05. $100.00 per incident
per Customer
6 Failure to notify Customers of changes in route days as required in Attachment B, Section 1.
$500.00 per
occurrence
7 Failure to resolve customer complaint to satisfaction of City within 5 business days in excess of 3 incidents per year. $500.00 per
occurrence
8 Failure to resolve customer complaint such that the Customer calls City to resolve issue.
$100 per customer
call in excess of 5
calls per month
9 For each failure to repair or replace a missing or damaged Cart within 2 business days of request from City or Customer $50 per day
10 For each failure to remove graffiti from Carts, or to replace with Carts bearing no graffiti, within 2 business days of request from City or Customer after October 1, 2025.
$50 per day
11 For each failure to deliver a Roll Off Box to a Customer within forty-eight (48) hours of Customer request.
$200 per incident,
plus $100 per day for
each business day
the Box is not
delivered
12 Failure to have Contractor drivers in uniform identifying them as employees of Contractor
$100 per incident
D. Timeliness of Submissions to City
1 Any report required to be submitted to City by Contractor pursuant to this Agreement shall be considered late until such time as an accurate, correct and complete report is received by City. Monthly, quarterly and annual reports must contain all information required in Attachment K. All other required reports must contain the information specified in this Agreement. For each business day (excluding weekends and the holidays listed in Section 5.08 of the Agreement) a report is late, the daily liquidated damage amount shall be:

1. Monthly report $1000.00 per day

2. Quarterly report $2500.00 per day
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3. Annual report $5000.00 per day

4. All other reports $1000.00 per day
2 Failure to provide records requested by City within 30 days of City request
$2500 per day until
completed
3 Failure of Contractor to provide requested access to on-board GPS data or video camera footage within five (5) business days of City request. In the event of a crash/injury/fatality, failure to provide access to on-board GPS data or video camera footage to law enforcement within the timeframe
requested by police, sheriff, public safety or other law enforcement.
$500.00 per day
E. Accuracy of Billing
1 Each Customer billing that is not prepared in accordance with list of rates in Attachment D:
$250.00 per
occurrence
F. Personnel
1 Each day after October 1, 2025 City does not receive services of 1.0 FTE Recycling Coordinator (excluding Coordinator’s holiday, vacation, sick leave and other state or federally mandated leave days for up to a period of two (2) months) during the Term as required by Section 8.05.H.
$500.00 per
business day
2 Failure of Contractor Representative or City Day-to-day contact person to timely respond to City within 24 hours of a written, email, or telephone request.

Fifty dollars ($50)
per business day
until response is
received
3 Failure to have a vehicle operator properly licensed. $250 per incident per day
G. Vehicles and Equipment
1 Each day Contractor fails to have in service Clean Air Vehicles as required by Article 8.
$500.00/vehicle
2 Failure to label all Carts and Bins (Residential, Commercial and Multi-family) with labels, hot stamp, and/or decals as described in Attachment B Sections 1 and 2; and/or failure to provide SB 1383 color-coded Carts and lids, and SB 1383 color-coded Bins as required in Attachment B, Sections 1 and 2 and in the timeframes in Attachment B and Article 8.

Fifty dollars ($50)
per cart per
business day until
corrected
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3 Failure to provide all trucks and other vehicles listed in Attachment F-1 (including all required on-board equipment, electronics and technology listed in Agreement Section 8.03) on or before January 1, 2027.

One thousand
dollars ($1,000.00)
per vehicle not
placed in service
per business day
until completed.

Five hundred
Dollars ($500) per
vehicle per business
day without the
required technology
until it is supplied.
4 Failure to install collision avoidance system on vehicles operating in the City per Section 8.03 by January 1, 2027. $500.00 per vehicle
per day
5 Failure to provide each customer with the three (3)-Container system which includes at least one (1) Container for MSW, one (1) Container for Recyclable Materials and one (1) Container for Food Scraps/Yard Trimmings by January 1, 2027. This includes all Single Family Residential, all Estates and all Commercial (and all Multi-Family if constructed and occupied by January 1, 2027) Customers.
$1,000 per day until
all Customers in all
sectors have the 3-
Container system in
place
H. Diversion Program Implementation, Compliance Reporting and Audits 1 Failure to distribute public education materials to all Single Family Dwellings and Estate Customers on routes within the timeframe specified in Attachment N, Section 1 after finding a Contamination rate of higher than twenty-five percent (25%) for that route during each semi-annual Residential waste
characterization study for Single Family Residential and for Estate Residential beginning January 1, 2028.
$100/per route per
month until materials
distributed.
2 Failure to perform required number of waste characterizations per contract year as described in Attachment N.
$5,000 per missed
characterization
3 Failure to submit reports on characterizations within required timeframe in Attachment N.
$100/report for each
day the report is late
4 Failure to notify City of date(s) and time(s) for characterizations at least 30 days prior to the characterization.
$250 per day that is
less than 30 days
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5 Failure to achieve the Contamination levels required in Article 10 and Attachment N by the dates specified (30% or lower for the period January 1, 2028 through December 31, 2029 and 25% or lower for the period January 1, 2030 through
December 31,2033) and to maintain at or below 25%
throughout the remaining Term of the Agreement. Liquidated damage applies if the required level is not achieved for any material stream (MSW, Recyclable Materials or Food
Scraps/yard Trimmings) in any sector (Residential, Estate, Commercial, Multi-Family).
$500/week per
material stream in
any sector that
exceeds the
required
Contamination level
5 Failure of Contractor to “fully implement” one or more of the required Diversion Programs at a Multi-Family or Commercial or Business Establishment (as described in Attachment B, Section 3.7) after thirty (30) day warning notification from City as required in Section 3 of Attachment B. If the failure continues after the initial assessment of liquidated damages, the liquidated damages are re-assessed for each additional thirty (30) day period the failure continues.
$2000 per failure
I. Cooperation with Service Provider Transition
1 For each day routing information requested by City in accordance with Section 16.13 is not received after City established due dates, both for preparation of a request for proposals and for new service providers implementation of service.
$1,000 per day
2 For each day delivery of keys, access codes, remote controls, or other means of access to Customer carts is delayed beyond 1 day prior to new service provider servicing Customers requiring special access, as described in Section 16.13. $1,000 per day
3 For delay in not meeting the requirements contained in Section

16.13 in a timely manner, in addition to the daily liquidated damages in Subpart I (“Cooperation with Service Provider Transition”), numbers 1 and 2.
$25,000
J. Public Education and Outreach
1 For each failure to provide the initial residential outreach materials required in Section 5 of Attachment B by the dates required in Section 5 of Attachment B.
$2 for each subject
matter brochure per
household/unit that
did not receive the
outreach material(s)
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2 Failure to produce the social media content for distribution via the City social media channels as described in, and by the dates contained in, Section 5 of Attachment B
$2,000 for each
failure to produce
the content by the
date(s) specified in
Section 5,
Attachment B
3 For each failure to provide the annual residential outreach materials as described in Section 5 of Attachment B by the dates contained in Section 5 of Attachment B
$2 for each subject
matter brochure per
household/unit that
did not receive the
outreach material(s)
4 For each failure to provide the annual commercial outreach materials as described in Section 5 of Attachment B by the dates contained in Section 5 of Attachment B
$2 for each subject
matter brochure per
business that did not
receive the outreach
material(s)
5 For each failure to provide the initial commercial outreach materials required in Section 5 of Attachment B by the dates contained in Section 5 of Attachment B.
$2 for each subject
matter brochure per
business that did not
receive the outreach
material(s)
City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees, agents or representatives; through photodocumentation, audio recordings and other records created by Contractor; and/or through information, audio recordings, and photo-documentation provided by Residents, other Persons and/or Customers or through City’s investigation of Customer complaints, or any other evidence made available to City.

Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/nonperformance. Contractor may review (and make copies at its own expense) all nonPAGE 820 of 1808 -164-
confidential information in the possession of the City relating to incident(s)/nonperformance. Contractor may, within ten (10) days after receiving the notice, request a meeting with the City Manager or his or her designee. Contractor may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. The City Manager or his or her designee will provide Contractor with a written explanation of his or her determination on each incident(s)/nonperformance prior to authorizing the assessment of liquidated damages. The decision of the City Manager or his or her designee shall be final.

15.09.1 Amount. The City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor is determined to be liable in accordance with this Agreement.

15.09.2 Payment. Contractor shall pay any liquidated damages assessed by City within ten (10) days after they are assessed.

City’s right to recover liquidated damages for Contractor’s failure to meet the service performance standards shall not preclude City from obtaining equitable relief for persistent failures to meet such standards nor from terminating the Agreement for such persistent failures.

15.10 No Actions for Damages Against City. Contractor acknowledges that City’s approval of this Agreement is a legislative act. No action for damages shall exist in any situation in which Contractor asserts City has failed to comply with any of its obligations PAGE 821 of 1808
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hereunder, and Contractor’s sole remedy in any such situation shall be to bring a writ of mandate to seek to compel City to comply with its obligations under this Agreement.

PAGE 822 of 1808
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ARTICLE 16: OTHER AGREEMENTS OF THE PARTIES

16.01 Compliance with Law; Non-Discrimination. In providing the services required under this Agreement, Contractor shall at all times comply with all applicable laws of the United States, the State of California and City, with all applicable rules and regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued or amended during the Term and with all permits affecting the services to be provided. Contractor shall not discriminate nor permit discrimination against any Person in a manner prohibited by federal or state law.

16.02 Assignment. Contractor acknowledges that this Agreement involves rendering a vital service to the City’s residents and businesses, and that the City has selected Contractor to perform the services specified herein based on: (i) Contractor’s experience, skill and reputation for conducting their operations in a safe, effective and responsible fashion, and (ii) Contractor’s financial resources to maintain the required equipment and services and to support its indemnity obligations to the City under this Agreement. The City has relied on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Agreement.

16.02.A City Consent Required. Contractor shall not assign its rights or delegate or otherwise transfer its obligations under this Agreement to any other Person (including an Affiliate) without the prior written consent of City, which shall be rendered by City at its PAGE 823 of 1808
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sole and absolute discretion. Any such assignment made without the consent of City shall be void and the attempted assignment shall constitute a Contractor Default.

16.02.B Assignment Defined. For the purpose of this Section, “assignment” shall include, but not be limited to: (i) a sale, exchange or other transfer to a third party of substantially all of Contractor’s assets dedicated to service under this Agreement; (ii) a sale, exchange or other transfer of outstanding common stock of Contractor, to a third party which results in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of ownership or control of Contractor; (iv) any assignment by operation of law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor.

16.02.C Consent Requirements. If Contractor requests City’s consideration of and consent to an assignment, City may deny or approve such request in its absolute discretion. No request by Contractor for consent to an assignment need be considered by City unless and until Contractor has met the following requirements:

16.02.C.1 Contractor shall undertake to pay City its reasonable expenses for consultants, attorneys’ fees and investigation costs necessary to investigate the suitability PAGE 824 of 1808
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of any proposed assignee, and to review and finalize any documentation or contracts required as a condition for approving any such assignment;

16.02.C.2 Contractor shall furnish City with audited financial statements of all of the proposed assignee’s operations for the immediately preceding three (3) operating years;

16.02.C.3 Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of solid waste/recycling collection and management experience on a scale equal to or exceeding the scale of operations conducted by Contractor; (ii) that in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, state or local agency having jurisdiction over its operations due to an alleged failure to comply with federal, state or local laws or that the proposed assignee has provided City with a complete list of such proceedings and their status; (iii) that the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound solid waste and recycling management practices in full compliance with all federal, state and local laws regulating the Collection and Disposal of MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Wood and Construction and Demolition Debris and all Environmental Laws; and (iv) of any other information required by City to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.

16.03 Subcontracting. Contractor shall not engage any subcontractors or independent contractors to perform any of the services required of it by this Agreement without the PAGE 825 of 1808
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prior written consent of City. Contractor shall notify the City no later than ninety (90) days prior to the date on which it proposes to enter into a subcontract. City may approve or deny any such request in its sole discretion.

Contractor may, in cases of emergency, engage subcontractors for up to seven (7) consecutive calendar days. Contractor shall give prompt notice to City of any such emergency subcontracting and any such engagement must be approved by City in writing if it is to extend beyond seven (7) calendar days, or if Contractor wishes to renew it after an interval of less than thirty (30) calendar days.

16.04 No Affiliated Entity. Contractor will not form or use any Affiliated Entity to perform any of the services or activities which Contractor is required or allowed to perform under this Agreement, other than as a subcontractor approved by City under Section 16.03.

16.05 Contractor’s Investigation; No Warranties by City. Contractor has made an independent investigation, satisfactory to it, of the conditions and circumstances surrounding the Agreement and the work to be performed by it, and the Recycling, Source Reduction and other Diversion programs now in effect in the City.

Contractor has carefully reviewed the information in the Request for Proposals and Addenda, if any, and the Source Reduction and Recycling Element adopted by the City under the Act.

City makes no warranties in connection with this Agreement, including but not limited to the accuracy or completeness of the information contained in the Request for Proposals and Addenda Numbers One (1) through Seven (7). The City also expressly disclaims any warranties, either express or implied, as to the merchantability or fitness PAGE 826 of 1808
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for any particular purpose of Recyclable Materials, Yard Trimmings, Wood, Food Scraps, Wood, Construction and Demolition Debris and all other materials to be Collected pursuant to this Agreement.

16.06 Notice. All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall, except as provided in Section 15.02, be in writing and shall either be personally delivered to a representative of the parties at the address below or be deposited in the United States mail, first class postage prepaid (certified mail, return receipt requested), addressed as follows:

If to City: City Manager
City of San Marino
2200 Huntington Drive
San Marino, California 91108
with a copy to the City Attorney at the same address
If to Contractor: David M. Perez, CEO
Valley Vista Services, Inc.
17445 E. Railroad Street
City of Industry, California 91748
A notice given in accordance with this Section may change the address physical address and/or the email address to which communications may be delivered from time to time.

In the event of a public safety event, life threatening event, threat to public health, natural disaster, and other emergency situations, the initial notice may be given by email at the email addresses noted herein (or as updated periodically throughout the Term).

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Email may also be used as a secondary method for providing notices required herein, in addition to physical delivery or use of the United States mail.

16.07 Representatives of the Parties.

16.07.A Representatives of City. References in this Agreement to “City” shall mean the San Marino City Council and all actions to be taken by City shall be taken by the City Council except as provided herein. The City Council may delegate, in writing, authority to the City Manager, and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers.

Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. City hereby delegates administration of the Agreement to the City Manager, who may delegate in writing specified authority to subordinate officers and staff of City. City may change such delegation of administration of the Agreement at any time and in such event shall notify Contractor in writing of the change.

16.07.B Representative of Contractor. Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the representative of Contractor (“Contractor Representative”) in all matters related to the Agreement and shall inform City in writing of such designation and of any limitations upon his or her authority to bind Contractor. City may rely upon action taken by such designated representative PAGE 828 of 1808
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as actions of Contractor unless they are outside the scope of the authority delegated to him/her by Contractor as communicated to City.

16.08 Right to Inspect Contractor Operations. City (and/or City’s agents) shall have the right, but not the obligation, to observe and inspect all of the Contractor’s operations under this Agreement. In addition, upon reasonable notice and without interference with Contractor’s operations, City may review and copy any of 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 and shall provide electronic copies of records stored in electronic media.

16.09 Maintenance and Review of Records, Submission of Reports. Contractor shall compile, on a daily basis, accurate records of its operations in sufficient detail to allow for accurate determinations of all matters that require periodic determination under this Agreement. City (and/or City’s agents) shall have the right during regular business hours to review and make copies of (at City’s expense) any documents relevant to this Agreement, including, but not limited to, Contractor’s billing and Collection records, tonnage reports, Diversion records, weight tickets, route lists, maps and records maintained in electronic, magnetic and other media.

Contractor shall prepare and submit complete, accurate and timely reports on forms provided or approved by City as described in Attachment K.

16.10 Right to Demand Assurances of Performance. If Contractor: (i) persistently suffers the imposition of liquidated damages under Section 15.09; (ii) is the subject of any labor unrest including work stoppage or slowdown, sickout, picketing or other concerted PAGE 829 of 1808
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job action; (iii) appears in the reasonable judgment of City to be unable to regularly pay its bills as they become due; or (iv) is the subject of a civil or criminal proceeding brought by a federal, state, regional or local agency for violation of an Environmental Law, City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as the City may require.

16.11 Contractor Designated As City’s Authorized Recycling Agent. Pursuant to Public Resources Code Section 40105 and California Code of Regulations Title 14, Division 2, Chapter 5, Subchapter 8, City designates Contractor as City’s “Authorized Recycling Agent” for purposes of receiving payments for Contractor-Collected Recyclable Materials including but not limited to California Redemption Value payments.

16.12 Force Majeure. Neither party shall be in default of its obligations under this Agreement in the event, and for so long as, it is impossible or extremely impracticable for it to perform its obligations within City or parts thereof, due to an “act of God” (including, but not limited to, flood, earthquake or other catastrophic events), war, insurrection, riot, or other similar cause not the fault of, and beyond the reasonable control of, the party claiming excuse (each, a “Force Majeure event”). The following are not force majeure events: epidemics, pandemics, labor unrest, picketing, strikes, work stoppage or slowdown, sickouts or other concerted job actions. A party claiming excuse under this Section must (1) have taken reasonable precautions, if possible, to avoid being affected by the cause, and (2) notify the other party in writing within five (5) calendar days after the occurrence of the event specifying the nature of the event, the expected length of time that the party expects to be prevented from performing, and the steps which the party PAGE 830 of 1808
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intends to take to restore its ability to perform. The party claiming excuse under this Section shall use its best efforts to remedy its inability to perform as quickly as possible.

16.12.A Force Majeure. Neither party shall not be excused from the performance of its obligations under this Agreement except where a party’s failure to perform is due to a Force Majeure event, as defined in this Agreement.

16.12.B Obligation to Restore Ability to Perform. Any suspension of performance by a party pursuant to this Section shall be only to the extent, and for a period of no longer duration than, required by the nature of the event, and the party claiming excuse from obligation in this Agreement, shall use its best efforts in an expeditious manner to remedy its inability to perform and mitigate damages that may occur as result of the event.

16.12.C Notice. The party claiming excuse shall deliver to the other party a written notice of intent to claim excuse from performance under this Agreement by reason of a Force Majeure event. Notice required by this Section shall be given promptly in light of the circumstances, but in any event not later than five (5) calendar days after the occurrence of the Force Majeure event. Such notice shall describe in detail the claimed Force Majeure event, the services impacted by the claimed Force Majeure event, the expected length of time that the party expects to be prevented from performing, the steps which the party intends to take to restore its ability to perform, and such other information as the other party reasonably requests.

16.12.D City's Rights in the Event of Force Majeure. The partial or complete interruption or discontinuance of Contractor’s services caused by a Force Majeure event PAGE 831 of 1808
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shall not constitute an event of default under this Agreement. Notwithstanding the foregoing: (i) the City shall have the right to make use of Contractor’s facilities and equipment in accordance with Sections 15.04 and 15.06 of this Agreement in the event Contractor is unable to collect and dispose of MSW as required herein and such nonperformance is excused by a Force Majeure event; (ii) if Contractor’s excuse from performance for reason of Force Majeure continues for a period of thirty (30) calendar days or more, the City shall have the right, in its sole discretion, to immediately terminate this Agreement; and (iii) if Contractor’s inability to collect and dispose of MSW continues for fourteen (14) days or more from the date by which Contractor gave or should have given notice under Section 16.12.C above, the City may terminate this Agreement.

16.13 Cooperation During Transition. At the expiration or earlier termination of the Term, Contractor shall cooperate fully with the City to ensure an orderly transition to any and all new service providers. In addition, during the last twelve (12) months of the Term, Contractor shall allow prospective operators to observe its operations and shall make available to City all records and reports required to be submitted by this Agreement for use in the transition including, but to limited to, complete route lists and maps, customer account lists including customer name, address, type and frequency of service, billing information, and number, type and location of all Containers deployed by Contractor within City.

16.14 No Damages for Invalidation of Agreement. If a final judgment of a court of competent jurisdiction determines that this Agreement, or any portion thereof, is illegal or PAGE 832 of 1808
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was unlawfully entered into by the City, neither party shall have any claim against the other for damages of any kind (including but not limited to loss of profits) on any theory.

16.15 Diversion Programs Not Restricted. Nothing in this Agreement shall restrict City’s participation or non-participation, or the nature or extent of its participation in, any Recycling and Diversion program(s), developed or operated by City, other agencies, or by one or more residents, businesses, commercial, industrial or retail operators, or other Persons, within City or other jurisdictions.

16.16 Reports as Public Records. The reports, records and other information submitted (or required to be submitted) by Contractor to City are public records within the meaning of that term in the California Public Records Act, Government Code Section 6250 et seq.

Unless a particular record is exempted from disclosure by the California Public Records Act, it must be disclosed to the public by the City upon request.

PAGE 833 of 1808
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ARTICLE 17: MISCELLANEOUS PROVISIONS

17.01 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California.

17.02 Jurisdiction. Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits.

17.03 Binding on Successors. The provisions of this Agreement shall inure to the benefit of, and be binding on, the successors and permitted assigns of the parties.

17.04 Parties in Interest. Nothing in this Agreement is intended to confer any rights on any Persons other than the parties to it and their permitted successors and assigns.

17.05 Waiver. The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision.

The subsequent acceptance by either party of any monies that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement.

17.06 Attachments. Each of the attachments, identified as Attachments A through AA is attached hereto and incorporated herein and made a part hereof by this reference.

17.07 Entire Agreement, Integration. This Agreement, including the Attachments, represents the full and entire agreement between the parties with respect to the matters PAGE 834 of 1808
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covered herein and supersedes all prior negotiations and agreements, either written or oral.

17.08 Section Headings. The article headings and section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions.

17.09 Interpretation. This Agreement shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting.

17.10 Amendment. This Agreement may not be modified or amended in any respect except by a writing signed by the parties.

17.11 Severability. If a court of competent jurisdiction holds any non-material provision of this Agreement to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement which shall be enforced as if such invalid or unenforceable provision had not been contained herein.

17.12 Costs and Attorneys’ Fees. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs expended in connection with such an action from the other party.

17.13 References to Laws. All references in this Agreement to laws, rules, and regulations shall be understood to include such laws, rules, and regulations as they may be subsequently amended or re-codified, unless otherwise specifically provided. In PAGE 835 of 1808
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addition, references to specific governmental agencies shall be understood to include agencies that succeed to or assume the functions they are currently performing.

17.14 City’s Municipal Code. Contractor is aware of the provisions of City’s Municipal Code relating to the Collection and Disposal of solid waste, specifically Chapters IX and XXVII of the San Marino Municipal Code including the right of City to amend those provisions. Contractor shall comply with all provisions of Chapters IX and XXVII as they may be amended.

City may, in its sole discretion, determine whether and in what circumstances enforcement of provisions of the City’s Municipal Code relating to the obligation of owners and occupants of Premises to use the services of Contractor is in the public interest. City undertakes no obligation, by virtue of this Agreement, to Contractor to enforce such provisions through civil actions, or termination of other utility services provided by City.

17.15 Non-Discrimination. Contractor shall not discriminate, nor permit any Cityapproved subcontractor to discriminate, in the provision of services or the employment of Persons engaged in the performance of this Agreement on account of race, color, religion, sex, age, national origin, ancestry, physical handicap, sexual orientation, marital status or medical condition in violation of any applicable federal, state or local law.

PAGE 836 of 1808
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IN WITNESS WHEREOF, City and Contractor have executed this Agreement as of the day and year first above written.

CONTRACTOR
By:

CITY OF SAN MARINO
By:

Gretchen Shepherd Romey, Mayor
ATTEST:

CITY CLERK
By:

Alison Walker, City Clerk

APPROVED AS TO FORM
By:

Joseph Montes, City Attorney
PAGE 837 of 1808
List of Contract Attachments
A Definitions
B Detailed Scope of Work for Collection And Diversion Operations C Implementation Plan
D1-3 D-1 Proposed Rates to be Charged from May 31, 2025 through September 30, 2025 D-2 Proposed Rates to be Charged for Two-Stream Collection Service from October 1, 2025 throughout the Term
D-3 Proposed Rates to be Charged for Three-Stream Collection Service if Contractor Loses its HDOWPF designation, see Sections 5.12 and 14.02.C of Agreement E1-4 E-1 Cart Specifications
E-2 Numbers and Types of New Containers for Current Collection System to be Furnished by Contractor
E-3 Numbers and Types of New Containers for Optimized Collection System to be Furnished by Contractor
E-4 Numbers and Types of Interim Containers to be Furnished by Contractor F1-4 F-1 New Vehicles for Current Collection System to be Furnished by Contractor F-2 New Vehicles for Optimized Collection System to be Furnished by Contractor F-3 List of Interim Vehicles to be Furnished by Contractor F-4 Make/Model and Specifications of Collision Avoidance Systems G Contractor-Furnished Collection Drivers
H Contractor’s Plan for Interim Period
I Landfill Facility(ies)
J Annual Adjustment of Rates
K Reports to be Submitted to City
L Performance Bond
M Not Used
N Processing Facility Characterizations
O Materials Recovery Facility(ies)
P Compost Processing Facilities
Q Construction & Demolition Debris Processing Facility(ies) R Anaerobic Digestion Processing Facility(ies)
S Proposed Plan to Provide the Current Residential Backyard/Sideyard Collection System T Contractor’s Experience with Transitioning to a New City U Not Used
V Landscaper Self-Certification Diversion Form
W Process for Annual Adjustment of City Regulatory Compliance Costs X Proposed Plan to Provide an Optimized Residential Backyard/Sideyard Collection System Y Contractor’s Complete Proposal To City
Z Guaranty
AA Duties of Recycling Coordinators
PAGE 838 of 1808

ATTACHMENT A
Definitions
Attachment A Page 1 of 14
Act: “Act” means the California Integrated Waste Management Act of 1989 (Public Resources Code Section 40000, et seq.) as may be amended from time to time, inclusive of regulations adopted by CalRecycle or its successor, and implementing decisions thereof. The Act includes, but is not limited to, legislation enacted subsequent to the original Solid Waste Management Act (AB 939) such as AB 1594, AB 341, AB 1826 and SB 1383, which are all codified at PRC Section 40000, et seq.

Affiliate: “Affiliate” means any Person who or which is related to the Contractor by virtue of a direct or indirect ownership interest or common management. Affiliates include (1) a Person in which the Contractor has a direct or indirect ownership interest, (2) a Person which has a direct or indirect ownership interest in Contractor, and (3) a Person which is owned or controlled by any person which has a direct or indirect ownership interest in Contractor.

For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of the Internal Revenue Code, in effect as of the Effective Date, shall apply except that “ten percent (10%)” shall be substituted for “fifty percent (50%)” in Section 318(a)(2)(C) and Section 318(a)(3)(C).

Agreement: “Agreement” means this Agreement between the City and Contractor dated as of May 21, 2025, including all attachments, and any amendments hereto.

Alternative Daily Cover or “ADC”: “Alternative Daily Cover” (or “ADC) means cover material other than earthen material placed on the surface of the active face of a Municipal Solid Waste landfill at the end of each operating day to control vectors, fires, odors, blowing litter and scavenging. Pursuant to Section 7.09 of the Agreement, use of materials collected in City, inclusive of Yard Trimmings, byproducts, and Residue from processing Collected materials, shall not be used as ADC.

Alternative Fuel Vehicle: “Alternative Fuel Vehicle” means a vehicle whose engine design uses a fuel that is in full compliance with the South Coast Air Quality Management District’s rules and regulations including, but not limited to, Rule 1193 as it may be amended from time to time.

Anaerobic Digestate: “Anaerobic Digestate” or “Digestate” means the material left at the conclusion of a biological process that decomposes organic matter in an environment with little or no oxygen resulting in a biogas and a liquid/solid stream called Digestate (14 CCR section 17896.2(a)(6).) For purposes of this Agreement, Anaerobic Digestate shall be further processed at a permitted Compost Facility or may be land-applied if approved by City. Anaerobic Digestate shall not be Disposed at a landfill or used as ADC at a landfill.

Anaerobic Digestion: “Anaerobic Digestion” or “AD” means a biological process that decomposes organic matter in an environment with little or no oxygen resulting in a biogas and a liquid/solid stream called Anaerobic Digestate. The decomposition occurs in a four-step process:
hydrolysis, acidogenesis, acetogenesis and methanogenesis to break down organic matter into methane, carbon dioxide, water and Anaerobic Digestate/residuals.

Anaerobic Digestion Facility: “Anaerobic Digestion Facility or “AD Facility” means a facility that uses a biological process that decomposes organic matter in an environment with little or no oxygen resulting in a biogas and a liquid/solid stream called Anaerobic Digestate. The PAGE 839 of 1808

ATTACHMENT A
Definitions
Attachment A Page 2 of 14
decomposition occurs in a four-step process: hydrolysis, acidogenesis, acetogenesis and methanogenesis to break down organic matter into methane, carbon dioxide, water and Anaerobic Digestate/residuals.

Applicable Laws: “Applicable Laws” means all federal, state, county and local laws, regulations, decisions, rules, orders, judgments, decrees, permits, approvals or other requirements of any governmental agency having jurisdiction over an aspect of this Agreement that are in force on the Effective Date, and as may be enacted, issued, or amended thereafter, including, without limitation, City’s Municipal Code and the Act.

Attachment D: “Attachment D” means the Contractor’s rates for the City of San Marino Residential Single-Family, Residential Estate, Multi-Family and Commercial customers.

Attachment D encompasses Attachment D-1, Attachment D-2 and Attachment D-3. Attachment D-1 includes the rates to be charged from May 31, 2025 through September 30, 2025 which are the rates charged by the City’s previous hauler. Attachment D-2 includes the rates for Two-Stream Collection Service to be charged from October 1, 2025 throughout the Term. Attachment D-3 includes the rates for Three-Stream Collection Service to be charged if Contractor’s High Diversion Organics Waste Processing Facility (HDOWPF) loses its CalRecycle HDOWPF designation as described in Sections 5.12 and 14.02.C of the Agreement.

Authorized Customer Representative: “Authorized Customer Representative” means the Person (including but not limited to, the owner or on-site manager) who has decision-making authority to subscribe to Collection services provided by Contractor and to approve payment of the bills for Co-collected MSW/Recyclables, MSW, Recyclable Materials, Food Scrap/Yard Trimmings and all other Collection services provided by Contractor. The Authorized Customer Representative may be the Resident themselves, or for an HOA or gated community the Authorized Customer Representative may be the property management company, property manager or other designee hired or appointed by the board of the HOA or the community. In cases where a Customer has retained the services of a waste broker or waste arranger, the Authorized Customer Representative is the Person who has been given the decision-making authority by the Customer for the subject Residential Premises within the City.

Backyard Service Vehicle or BYS Vehicle: “Backyard Service Vehicle”, Residential BYS Vehicle” or “BYS Vehicle” means pickup truck vehicles, burro vehicles or electric golf carts. Pickup trucks or burro vehicles would include a split modified bed that are used to Collect Co-collected MSW/Recyclables, MSW, Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, Source-Separated Yard Trimmings, Source-Separated Food Scraps and/or other types of materials from Residential dwellings and Estates. Materials in Carts in the back and/or side yards of the dwelling are manually transported to the vehicle by the driver. The electric golf cart vehicles would be used to transport Carts to/from the back and/or side yard of the dwellings for curbside collection service.

Backyard/Sideyard Service: “Backyard/Sideyard Service” or “Backyard/Sideyard Collection” means Collection of Co-collected MSW/Recyclable Materials, MSW, Recyclables and Food Scraps/Yard Trimmings at a Single Family dwelling Premises from the side yard, back yard, behind a gate or other location requiring the driver to exit the Collection vehicle to retrieve the Carts, manually transport the Carts to the Collection Vehicle, empty the Carts and return the Carts to their original location. Backyard/Sideyard Collection is included in the base Residential rate in Attachment D.

PAGE 840 of 1808

ATTACHMENT A
Definitions
Attachment A Page 3 of 14
Bin or Bins: “Bin” or “Bins” means open top rectangular containers with wheels, with plastic or metal lids, used for storage of MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris, or other materials to be Collected by Contractor. Typical sizes of Bins include 1 cubic yard, 1.5 cubic yards, 2 cubic yards, 3 cubic yards, 4 cubic yards and 6 cubic yards. See also “Split Bins.”
Bulky Items: “Bulky Items” means furniture, mattresses, couches and loveseats (including sleeper sofas), chairs and other small pieces of furniture, water heaters, refrigerators, ranges, washers, dryers, dishwashers, and other similar items (often referred to as “white goods”), and other large, bulky or heavy objects not normally discarded on a regular basis at Residences including Single Family Dwellings, Residential Estates, Multi-Family Dwellings and Commercial and Business Establishments. Bulky Items must not be more than eight (8) feet in length, or more than four (4) feet wide, and must not exceed once hundred fifty (150) pounds. Bulky Items does not include the following: automobile bodies, Construction and Demolition Debris, tires, oil, antifreeze and other hazardous substances, Household Hazardous Waste, Electronic Waste, Universal Waste, fluorescent bulbs, household batteries, MSW, Recyclable Materials, Food Scraps, or items requiring more than two (2) persons to remove.

CalRecycle: “CalRecycle” means the California Department of Resources Recycling and Recovery, the successor agency to the former California Integrated Waste Management Board.

Cart: “Cart” means a plastic Container with a hinged lid and wheels, having a capacity of 32-35 gallons, 64-65 gallons or 90-95 gallons that is emptied by an automated or semi-automated truck with a mechanical arm or is emptied into a Collection vehicle manually or using Cart Grippers, Cart lifters or Cart tippers.

City: “City” means the City of San Marino, a municipal corporation, and all of the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified during the Term.

City’s Day-to-Day Contact Person: “City’s Day-to-Day Contact Person” means the employee of Contractor described in Section 8.05.I of the Agreement and so designated in the list of “Personnel to be Provided by Contractor” in Attachment Y.

Clean Materials Recovery Facility (Clean MRF): “Clean Materials Recovery Facility” or “Clean MRF” means a MRF, or that portion of a MRF that processes Recyclable Materials such as SingleMaterial Recyclables and Single Stream Recyclable Materials, containing no more than the maximum Residue allowed by CalRecycle permit regulations (10% Residue).

Collection: “Collection” or “Collect” means the taking of physical possession of MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris or other materials from Customers, and their transport to a Processing Facility, transfer station or landfill.

Commercial and Business Establishments or Commercial: “Commercial and Business Establishments” or “Commercial” means any premises occupied by stores, offices, office buildings, federal, state and local government offices (excluding schools), warehouses, factories, hotels, motels, restaurants and other Commercial facilities providing goods or services and all other premises used for other purposes than dwelling houses. For purposes of the PAGE 841 of 1808

ATTACHMENT A
Definitions
Attachment A Page 4 of 14
implementation of programs described in Attachment B, all Tonnage tracking and reporting described in Article 11, “Commercial Tons” shall include only Tons Collected from Commercial and Business Establishments and shall not include any Tons Collected from Multi-Family Carts or Bins or Estate Bins or Carts. [See Article 11.]
Community Composting Site: “Community Composting Site” means any activity that Composts Yard Trimmings, Food Scraps, and agricultural material alone or in combination, and the total amount of feedstock and Compost on-site at any time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in CCR 17855(a)(4).

Compactor: “Compactor” means an enclosed rectangular or square metal container containing a ramrod to condense and compress the contents, and is typically used to store MSW, Yard Trimmings, Recyclable Materials, Food Scraps, or other materials. Compactors may be small (3 cubic yards and 4 cubic yards) for use on Commercial Premises, or large (10 cubic yards, 20 cubic yards, 30 cubic yards and 40 cubic yards) for use at large Commercial businesses, construction sites, hotels, supermarkets and other large retail stores. A special vehicle equipped with hooks and a winch to pull the Compactor on to the railed bed of the vehicle transports compactors.

Compost: “Compost” is the product resulting from the controlled biological decomposition of organic material that are source-separated from the MSW stream and that has been sanitized through the generation of heat and processed to further reduce pathogens’ (PFRP), as defined by the U.S. EPA (Code of Federal Regulations Title 40, Part 503, Appendix B, Section B), and stabilized to the point that it is beneficial to plant growth.

Compost Appliance: “Compost Appliance” means an enclosed on-site device that utilizes aerobic microbial digestion of food scraps to produce compost or other soil amendment(s).

Compost Appliances may be utilized by residents, restaurants, hospitals, cafeterias and any other generators of Food Scraps.

Compost Facility: “Compost Facility” means a facility that processes one or more of the following that have been source-separated from MSW: Food Scraps, Yard Trimmings, Wood, and FoodSoiled Paper (such as paper napkins and paper towels) by means of outdoor windrow composting, aerated static pile composting, covered composting, vermiculture, or other outdoor composting methods or covered composting with use of either finished Compost or fabric, synthetic or other type(s) of cover(s) applied to the compost piles. Compost Facility also includes in-vessel Composting that is not anerobic digestion.

Composting: “Composting” means the creation of Compost.

Compost Products: “Compost Products” means mulch, gravel, soil amendments, special Compost blends (such as for specific agricultural uses or crops) and all other products created or produced from Food Scraps, Wood, and/or Yard Trimmings Collected from within City.

Construction and Demolition (C&D) Debris: “Construction and Demolition Debris” or “C&D Debris” means all inert material of every nature, description or kind, which has resulted from the building or demolition of a structure, pavements, sidewalks, curbs, gutters, and other concrete PAGE 842 of 1808

ATTACHMENT A
Definitions
Attachment A Page 5 of 14
structures, including all lumber scraps, shingles, plaster, sheetrock, packaging, rubble, brick, stone, concrete, asphalt, dirt, rock and other building materials.

Construction and Demolition (C&D) Debris Processing Facility: “Construction and Demolition (C&D) Processing Facility” means a facility that accepts C&D Debris for separation.

Materials separated may be further processed to prepare them for sale or re-use (e.g. removing nails from wood, grinding of concrete and asphalt). The facility then markets the materials for reuse.

Container or Containers: “Container” or “Containers” means any object designed and used to hold MSW, Recyclable Materials, Food Scraps, Yard Trimmings or Construction and Demolition Debris to be Collected by the Contractor. Containers include Carts, Bins, Split Bins, open-top Roll Off Boxes, and Compactors.

Containerized: “Containerized” means MSW, Recyclable Materials, and Food Scraps/Yard Trimmings placed in a Cart or a Bin with the lid in a fully closed position. Containerized also includes MSW, Recyclable Materials, and Food Scraps/Yard Trimmings placed in a Roll Off Box (See also the definition of ‘Non-containerized”.)
Contamination or “Contaminant”: “Contamination” or “Contaminant” means materials which are not specified for Collection in particular Carts, Bins or Roll Off Boxes or for processing at any Processing Facility and which would either interfere with such processing or reduce the quality and value of the Recovered Materials. For example, glass, metals and plastics constitute “Contamination” if placed in a green Cart designated to contain only Food Scraps and Yard Trimmings. Tree trimmings constitute “Contamination” if placed in a blue Recyclable Materials Cart. Contamination of MSW means the presence of Divertible Materials in the MSW Cart such as Recyclable Materials, Food Scraps, and/or Yard Trimmings. SB 1383 requires Contamination minimization to a level of twenty-five percent (25%) in each type of container (MSW/Recyclable Materials and Food Scraps/Yard Trimmings).

Contractor: “Contractor” means Valley Vista Services, Inc.

County: “County” means the County of Los Angeles.

Customer: “Customer” means the owner, occupant, tenant or user of Premises at which MSW, Recyclable Materials, Yard Trimmings, Food Scraps, Bulky Items, Electronic Waste, Universal Waste and/or Household Hazardous Waste is generated and collected by Contractor. The Customer is the Person Generating such materials. The Customer may be a separate Person from the Authorized Customer Representative, who may arrange for and/or pay for, Collection service provided by Contractor.

Dirty MRF or Dirty Materials Recovery Facility: “Dirty MRF” or “Dirty Materials Recovery Facility” means a facility or that certain portion of a facility that processes MSW to separate Recyclable Materials, Yard Trimmings, Food Scraps, Construction and Demolition Debris and other Divertible Materials for sale to end users. Prior to the promulgation of SB 1383 regulations, Dirty MRF’s were used to separate materials that were not source-separated by the generator (e.g. MSW, Food Scraps and Yard Trimmings all collected in the same Container). SB 1383 PAGE 843 of 1808

ATTACHMENT A
Definitions
Attachment A Page 6 of 14
regulations prohibit the use of a materials recovery facility for this purpose unless it is classified as a High Diversion Organic Waste Processing Facility by CalRecycle.

Divertible or Divertible Materials: “Divertible” or “Divertible Materials” means Recyclable Materials, Food Scraps, Yard Trimmings, Wood, Construction and Demolition Debris, Food Soiled Paper, Electronic Waste, Universal Waste, and all other materials that can be diverted from Disposal. Divertible Materials includes, but is not limited to, all materials required to be Diverted from Disposal by City, CalRecycle or any state or federal agency.

Disabled Persons: “Disabled Persons” means Customers that have been issued a handicapped placard from the California Department of Motor Vehicles, received written documentation from a medical doctor, or otherwise obtained approval to receive special Disabled Person services pursuant to this Agreement.

Disposal: “Disposal” or “Disposed” means the burying of MSW at a fully permitted landfill.

Disposal Charge: “Disposal Charge” means the cost, charge or tip fee at a Disposal Site that is paid by Contractor.

Disposal Site: “Disposal Site” means the City-designated landfill(s), or other facility(ies) used for the Disposal of MSW. “Disposal Site” also includes the City-designated transfer station(s) used to transfer MSW delivered in Collection vehicles into larger trucks and trailers which transport the MSW to the City-designated landfill(s).

Diversion: “Diversion” or “to Divert” means any combination of Recycling, sorting, Composting, and/or other Processing activities conducted at a Clean MRF, a High Diversion Organics Waste Processing Facility (HDOWPF), a Compost Facility, a Construction and Demolition Debris Processing Facility or another City-approved Processing Facility in order to prepare, use and/or market the materials for reuse, remanufacture, reconstitution or to otherwise return the materials to the economic marketplace and to prevent the materials from being Disposed in a landfill.

Diversion Programs: “Diversion Programs” means Collection of Recyclable Materials, Yard Trimmings, Food Scraps, Wood, Construction and Demolition Debris, and processing of said materials at a Clean MRF, a High Diversion Organics Waste Processing Facility (HDOWPF), a Compost Facility, a Construction and Demolition Debris Processing Facility or other Processing Facility. Diversion Programs include all programs operated by the Contractor, the City, Residents, Businesses, Customers or other Persons that have the effect of diverting MSW from landfill.

Diversion Programs includes all of the programs included in the City’s Source Reduction and Recycling Element and all of the programs included in Attachment B and in the Agreement.

Edible Food For Human Consumption: “Edible Food For Human Consumption” or “Edible Food” means food that has been prepared but not served, and includes but is not limited to:
appetizers, soups, salads, entrees, desserts, raw fruits and vegetables that may or may not have been sliced, grated, cooked, baked, or otherwise prepared for consumption but not served, packaged sandwiches, salads, fruits and fruit salad, and other non-served food that meets state and local requirements as being edible for human consumption.

Effective Date: “Effective Date” means the date identified in Section 3.01.

PAGE 844 of 1808

ATTACHMENT A
Definitions
Attachment A Page 7 of 14
Electronic Waste (E-waste): “Electronic Waste” or “E-Waste” includes any electronic device that is identified as hazardous waste because it either exhibits the characteristic of toxicity as specified in Article 3 of Chapter 11 of Division 4.5 of the California ‘code of Regulations, and/or is a listed hazardous waste as specified in Article 4.1 of Chapter 11 of Division 4.5 of the California Code of Regulations. Electronic Waste includes battery embedded products containing a battery that is not designed to be easily removed from the product using common household tools.

Electronic Waste includes video display devices with a screen size that is greater than four inches (4”) in size measured diagonally and which the California Department of Toxic Substances Control determines that, when discarded or Disposed would be a hazardous waste pursuant to Chapter

6.5 (commencing with Section 25100) of Division 20 of the Health and Safety Code. Electronic Waste includes but is not limited to, discarded televisions, television screens, computer monitors, plasma television screens, computer-related items, printers, copiers, stereos, speakers, scanners, cables, computer CPU’s, LED screens and monitors, computer keyboards, computer mouse, printers, multi-function desktop machines (such as a combination printer/fax/copier), LED bulbs, VCR’s, DVD/CD/tape players, cellular telephones, microwave ovens, toasters, irons, and other corded appliances that are banned from Disposal in a landfill.

Environmental Laws: “Environmental Laws” means all federal and state statutes, county and city ordinances concerning public health, safety and the environment including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.

Section 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Clean Water Act, 33 U.S.C. Section 1251 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the California Integrated Waste Management Act, California Public Resources Code Section 40000 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code Section 25100 et seq.; the California Toxic Substances Account Act, California Health and Safety Code Section 25300 et seq.; the Porter-Cologne Water Quality Control Act, California Water Code Section 13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code Section 25249.5 et seq.; the California Clean Air Act, Health and Safety Code Sections 39000 et seq.; the California Hazardous Materials Response Plan and Inventory Act, Health and Safety Code Sections 25500 et seq., as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder.

Estate: “Estate” means a Residential property that has at least one (1) Bin of any size that is Collected by Contractor. The Bin may be for MSW, Recyclable Materials, or Food Scraps/Yard Trimmings. Many Estates have multiple Bins. An Estate may also have one (1) or more Carts that are Collected by Contractor.

Extra Bins: “Extra Bins” means Bins requested by an Estate Customer that exceed the number of Bins provided to the Customer in the “bundle” of Bins and Carts the Customer selected (See Attachment B).

Extra Carts: “Extra Carts” means Carts requested by a Single Family Dwelling Customer that exceed the number of Carts provided to Residential Customers in the basic residential service. “Extra Carts also includes Carts requested by an Estate Customer that exceed the number of Carts provided to the Customer in the “bundle” of Bins and Carts the Customer selected (See Attachment B).

PAGE 845 of 1808

ATTACHMENT A
Definitions
Attachment A Page 8 of 14
Food Scraps: “Food Scraps” means material resulting from the production, processing, preparation or cooking of food for human consumption that is separated from MSW. Food Scraps include surplus or unsold Edible Food, raw food left over after food preparation, leftover cooked food, as well as spoiled food such as vegetables and culls, and plate scrapings. Food Scraps includes, without limitation, Food Scraps from food facilities as defined in California Health and Safety Code Section 113789, food processing establishments (as defined in California Health and Safety Code Section 111955), grocery stores, farmer’s markets, institutional cafeterias (such as schools, hospitals and assisted living facilities), restaurants, and residential Food Scraps. Food Scraps does not include Food Soiled Paper.
“Food Scraps/Yard Trimmings” or “Co-collected Food Scraps/Yard Trimmings or “Cocollected”: “Food Scraps/Yard Trimmings or “Co-collected Food Scraps/Yard Trimmings or “Cocollected” means Food Scraps and Yard Trimmings that are placed in the same Container by the Generator and Collected by Contractor in a single vehicle and transported to the City-approved High Diversion Organics Waste Processing Facility (HDOWPF) for processing, a Compost Facility for Composting and/or an Anaerobic Digestion Facility for processing.

Food Scrap Processing Facility: “Food Scrap Processing Facility” means the City-approved Compost Facility, and/or other City-approved Processing Facility used to process Food Scraps Collected by Contractor in the City.

Food Soiled Paper: “Food Soiled Paper” means paper towels, tissue products, paper napkins, paper plates and cups, coffee filters, tea bags, waxed paper, butcher paper, paper take-out boxes and containers, greasy pizza boxes, paper bags, cardboard and wax-coated cardboard produce boxes. “Food Soiled Paper” does not include polystyrene, diapers, aluminum foil or foil-lined food wrap.

Fully Implemented Diversion Program: “Fully Implemented Diversion Program” or “Fully Implemented” means a program established at a Customer as required by SB 1383 wherein the Customer separates materials into two (2) Containers for a Two-Stream Collection system:

MSW/Recyclables and Food Scraps/Yard Trimmings or into three (3) Containers for a ThreeStream Collection system: MSW, Recyclable Materials, and Food Scraps/Yard Trimmings. To establish a “Fully Implemented Diversion Program” the Contractor must complete all fifteen (15) steps for program implementation listed in Sections 3.7 and 3.16 of Attachment B. The completed program must minimize Contamination in both Containers of materials for a Two-Stream Collection system or all three (3) Containers of materials for a Three-Stream Collection system such that Contamination is at or below twenty-five percent (25%).

Generate: “Generate” means to bring into existence or create, or to use, maintain or possess an item, material or product, the result of which such creation, bringing into existence, use, maintenance or possession is that the item, material or product first becomes, or is converted, transformed, evolved to, or deemed as MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Construction and Demolition Debris or other materials.

Generator: “Generator” means a Person who Generates MSW, Recyclable Materials, Food Scraps, Yard Trimmings, Household Hazardous Waste, Bulky Items, Construction and Demolition Debris or other materials.

PAGE 846 of 1808

ATTACHMENT A
Definitions
Attachment A Page 9 of 14
Green Waste: See “Yard Trimmings”
Hazardous Waste: “Hazardous Waste” means as defined in Section 13.05 of the Agreement.

High Diversion Organics Processing Facility (HDOWPF): A “High Diversion MRF” or “High Diversion Organic Waste Processing Facility” (HDOWPF) means a facility that is in compliance with reporting requirements of 14 CCR, Division 7, Chapter 12 Section 18815.5(d) and meets or exceeds an annual average mixed waste organic content recovery rate of fifty percent (50%) between January 1, 2022 and December 31. 2024, and seventy-five percent (75%) after January 1, 2025 as calculated pursuant to Section 18815.59 (e) for organic waste received from a mixed waste organic collection stream as defined in Section 17401(a)(11.5).

Household Hazardous Waste (HHW): “Household Hazardous Waste” or “HHW” means all Hazardous Waste generated incidental to owning or maintaining a place of residence. Household Hazardous Waste does not include any waste generated in the course of operating a business or commercial activity at a residence or at any Commercial Business Establishment. Typical Household Hazardous Waste include (a) cleaning products such as oven cleaners, rug and floor cleaners, furniture polish, drain cleaners and solvents; (b) automobile maintenance products such as car waxes, starting fluids, solvent cleaners, antifreeze, repair products, batteries, brake fluid, motor oil, used oil filters and gasoline; (c) home improvement products including oil-based stains, oil-based paints, liquid latex paint, caulking, varnish, paint thinners, chemical strippers, insect repellants, insecticides, pesticides, kerosene, lighter fluid and pool chemicals; (d) personal care items including nail polish and remover, hair color, and (e) Sharps. For purposes of the Diversion Programs in the Agreement, HHW also includes Electronic Waste, Universal Waste, Sharps, Pharmaceutical Wastes (if and when directed by the City), and all materials listed in Section 4.2 of Attachment B.

HHW does not include biological waste, ammunition, explosives, appliances, asbestos, commercial chemicals, construction-related materials, fire extinguishers, Food Scraps, cooking oil, grease, gas cylinders/pressurized cylinders, liquid mercury/elemental mercury, broken items that contain mercury, radioactive materials, tires, automobile parts, MSW, or Bulky Items.

Implementation Record: “Implementation Record” means all the records the City is required to maintain pursuant to Section 18995.2 of the SB 1383 regulations including but not limited to, tonnages of MSW collected, and tonnages of Food Scraps, Yard Trimmings, Recyclable Materials and Construction and Demolition Debris Collected, Processed, Diverted and the quantity of Residue Disposed from processing of the Collected materials, all records of public education and outreach materials produced and distributed in City, all records of the results of Contamination Audits, Characterizations and records pertaining to tracing back Contamination to the Generator(s) causing the Contamination.

Indemnitees or “Indemnified Parties”: “Indemnitees” or “Indemnified Parties” means as defined in Section 13.01 of the Agreement.

Institutional Customer: “Institutional Customer” means an assisted living facility, the Huntington Library and other similar Customers that generate a unique-to-service waste and recycling stream and/or require specialized public education materials that address their specific operations.

PAGE 847 of 1808

ATTACHMENT A
Definitions
Attachment A Page 10 of 14
Interim Period: “Interim Period” means the nineteen (19) month period between the commencement of Collection operations in City by Contractor and the date by which Contractor is required to provide new Collection and auxiliary vehicles for operations in City and new Containers for all Customers as described in Sections 3.02 and 8.03.C of the Agreement. The Interim Period is May 31, 2025 through December 31, 2026.

Interim Vehicles and Interim Auxiliary Vehicles: “Interim Vehicles” and “Interim Auxiliary Vehicles” mean the vehicles provided by Contractor listed in Attachment F-2, for the Interim Period which begins with the start of Collection operations in City and ends nineteen (19) months thereafter, as described in Section 3.02 of the Agreement.

Materials Recovery Facility (MRF): See “Clean MRF” and “High Diversion Organics Waste Processing Facility” (HDOWPF).

Monthly Report: “Monthly Report” means the report required to be submitted to the City on a monthly basis as described in Attachment K.

Multi-Family: “Multi-family” means a building, dwelling unit or complex containing one (1) or more dwelling units and that receives centralized Collection service from Bins and Carts, compactors and/or Roll Off Boxes in enclosures or other designated areas. Apartment complexes, condominiums, townhouses, gated developments, and similarly configured housing complexes are included if they have centralized service. Multi-Family does not include single-family Residences, duplexes, tri-plexes, four-plexes, Estates or any Residences that have individual Cart Collection service. Multi-Family includes all future Multi Family complexes and units that are constructed and occupied during the Term.

Municipal Solid Waste (MSW): “Municipal Solid Waste” or “MSW” is the variable portion of all non-hazardous discarded materials that is left over after all Diversion Programs are utilized by the owners and/or occupants of all Premises in the City.

MSW does not include (1) Hazardous Waste, (2) low-level radioactive waste regulated under California Health and Safety Code Sections 25800, et seq., or (3) untreated medical waste which is regulated pursuant to the Medical Waste Management Act, California Health and Safety Code Sections 25015, et seq.

Non-containerized: “Non-containerized” means (a) any materials placed inside a Cart or a Bin that prevent the complete closure of the Cart lid at a Single family Dwelling, Multi-Family Dwelling or a Commercial Business Establishment; (b) any materials strewn on the ground beside, under or around a Cart or Bin; (c) materials piled on or around a Cart, or Bin; (d) materials in cardboard boxes, plastic bags, and/lor bundled materials that are outside a Cart or Bin, and (e) any materials (including loose materials, bagged materials or materials in a cardboard or other type of box) that are stacked on top of a Cart or Bin. All materials not inside the closed-lidded Cart are considered Non-containerized. (See also definition of “Containerized”) Overfull or Overfilled Bin(s)/Cart(s): “Overfull or Overfilled Bin(s)/Cart(s)” (sometimes referred to in the industry as overage) means a Bin/Cart at a Commercial or Multi-Family Premises (if any) that exceeds its stated volumetric capacity by a minimum of 125%.

PAGE 848 of 1808

ATTACHMENT A
Definitions
Attachment A Page 11 of 14
The following do not constitute an instance of an Overfull Bin/Cart:
(1) Bulky Items that are placed out for Collection and for which the Customer has scheduled a Collection appointment with Contractor as described in Section 4 of Attachment B; (2) cardboard boxes that have been broken down and flattened, and placed next to or near a Bin/Cart for Recycling; and
(3) cardboard bales (or other baled materials) that are not placed in a Bin/Cart, but are baled and placed next to or near a Bin/Cart for Recycling.

The steps required for Contractor to take when encountering Overfull Bin(s)/Cart(s) are described in Section 3.10 of Attachment B.

Person: “Person” includes any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County, municipality or special purpose district or any other entity whatsoever.

Premises: “Premises” means any land or building in the City where MSW, Recyclable Materials, Yard Trimmings, Wood, Food Scraps and/or Construction and Demolition Debris is Generated or accumulated.

Processing Facilities: “Processing Facilities” means facilities where the following activities are conducted: sorting, cleaning, treating, Composting, and reconstituting Collected materials and returning these materials to the economic mainstream in the form of raw materials for new, reused or reconstituted products which meet the quality standards of the market place. Processing Facilities include the Clean Materials Recovery Facility, High Diversion Organics Waste Processing Facilities (HDOWPF), Composting Facilities, Anaerobic Digestion Facilities, Construction and Demolition Debris sorting facilities, and concrete and asphalt grinding facilities.

Processing Facilities does not include Waste-to-Energy, Biomass, thermal destruction, or any type of Transformation facilities.

Producer’s Price Index: “Producer’s Price Index” or “PPI” means as defined in Attachment J.

Public Information and Consumer Education: “Public Information and Consumer Education” or “Public Information” means all materials prepared for distribution to Customers and the general public in City to inform them about Diversion programs, the MSW and Divertible Materials Collection and Processing system, available services and costs, all aspects of Recycling and Special Services provided by Contractor pursuant to the Agreement, and all services, programs and other activities sponsored or endorsed by City. Public Information and Consumer Education includes, but is not limited to the following: brochures, bill inserts, flyers, posters, training materials, hang tags for Containers, letters, pamphlets, postcards, videos, e-mails, eblasts, social media postings, website page content, mobile phone texts and dial-out messages.

Recovered Materials: “Recovered Materials” means those materials that are processed at a MRF, Compost Facility or any other Processing Facility and thus Diverted from Disposal.

Recyclable Materials: “Recyclable Materials” means material which otherwise would become, or be treated as, MSW but which, by means of a process of collecting, sorting, cleansing, treating, and/or reconstructing, may be returned to the economic mainstream in the form of finished or source material for new, reused or reconstituted products, which may be used in the marketplace. “Recyclable Materials” includes Single-Stream Recyclable Materials and Single Material Recyclables. Recyclable Materials includes, but is not limited to, paper, books, magazines, PAGE 849 of 1808

ATTACHMENT A
Definitions
Attachment A Page 12 of 14
cardboard boxes, plastics made of resin numbers 1-7, metals, glass, and other similar materials authorized by the City for Collection by the Contractor. Recyclable Materials does not include Food Scraps, Yard Trimmings or Construction and Demolition Debris.

Recycle/Recycling: “Recycle” and “Recycling” mean the process of Collecting, sorting, cleaning, treating and reconstituting materials that would otherwise become MSW and returning these materials to the economic mainstream in the form of raw materials for new, reused or reconstituted products which meet the quality standards to be used in the marketplace.

Recycling Coordinator: “Recycling Coordinator” means the employee of Contractor described in Section 8.05.H of the Agreement
Red/Green Tracking Spreadsheet: “Red/Green Tracking Spreadsheet” means the Excel spreadsheet (or other similar software spreadsheet) referred to in Article 11 and in Attachment K.

The Red/Green Tracking Spreadsheet is created and maintained by Contractor and used by Contractor and City to document all contacts made with Customers concerning implementation of Diversion Programs, identification of Contamination, and to document and track Contractor’s completion of the Diversion Program implementation tasks listed in Section 3.7 of Attachment B.

Residential Customer or “Resident”: “Residential Customer” or “Resident” means a Customer that owns, rents, leases or otherwise legally inhabits a Single Family or Multi-Family Premises.

Residue: “Residue” means the MSW destined for Disposal which remains after processing at a MRF, High Diversion Organics Waste Processing Facility, Compost Facility, or other Processing Facility has taken place in accordance with the Applicable Law. The percent of Residue is calculated by dividing the weight of the Residue by the weight of the total materials delivered for processing at the facility.

SB Waiver or to Waive SB 1383 Requirements: “SB 1383 Waiver” or “to Waive SB 1383 Requirements” means the City’s action to grant an SB 1383 Waiver for a Generator’s obligation to implement SB 1383 Diversion Programs.

Sharps: “Sharps” means new or used syringes, lancets and needles. Pursuant to state and federal law, Sharps cannot be Disposed as MSW in a landfill, but instead must be separately handled as medical waste.
“Single Family Dwelling” or “Single Family Premises”: “Single Family Dwelling” or “Single Family Premises” or “Residence” or “Residential” includes single-family dwellings, duplexes, triplexes, four-plexes, Multi-family dwellings (such as townhouses, apartments, and condominiums), that are provided individual Collection service for Carts from the Backyard or Sideyard of each dwelling unit. Dwelling units located in a building or complex that has centralized Bin and/or Cart Collection service are defined as “Multi-Family” for purposes of the Agreement. (See the definition of Multi-Family).

Single Pass Vehicle: “Single Pass Vehicle” means a Collection vehicle containing a divider between two separate compartments in the truck body that allows Collection of two different types of materials during a single stop at a Residence or Commercial business. For example, a Single Pass Vehicle may collect both MSW and Recyclable Materials, MSW and Food Scraps/Yard PAGE 850 of 1808

ATTACHMENT A
Definitions
Attachment A Page 13 of 14
Trimmings, or MSW/Recyclable Materials and Food Scraps/Yard Trimmings at each stop along a route. The materials are emptied into the respective sides of the truck body and kept separate until each type of material is emptied at the Processing Facility or the Disposal Facility.

Source Separated: “Source Separated” means a material that is separated from MSW and from other Divertible Materials by the Generator, Customer or Tenant and placed in a separate and distinct Container (e.g. a Cart and/or a Bin) for Collection by Contractor. Examples of Source Separated materials include Source Separated Food Scraps (Food Scraps that are in a separate Container and not commingled with Yard Trimmings) and Source Separated Yard Trimmings that are not commingled with Food Scraps but are placed in a separate and distinct Container for Collection.

Split Bins “Split Bins” means Bins that have a divider down the middle, dividing the Bin into two separate compartments. Such Bins have separate locking lids for each side of the Bin allowing the Bin to be emptied one side at a time. The lid on the side of the Bin that is for storage of Recyclable Materials is designed such that it allows for the placement of Recyclable Materials in the Bin without unlocking or opening the lid, and yet does not allow Recyclable Materials to spill out when the lid is closed and locked for the emptying of the opposite side of the Bin. The other side of the Bin may contain MSW or other materials. Typical sizes of Split Bins include 2 cubic yards, 3 cubic yards and 4 cubic yards.

Term: “Term” means the Term of this Agreement as specified in Section 3.02.

Three-Stream Collection System: “Three-Stream Collection System” or “Three-Container Collection System” means collection of three streams: MSW, Recyclable Materials and CoCollection of Yard Trimmings/Food Scraps.

Ton: “Ton” means a short ton of 2,000 pounds avoirdupois.

Transformation Facility: “Transformation Facility” means a facility utilizing incineration, pyrolysis, distillation, or biological conversion other than Composting and does not include Composting, gasification, biomass conversion or “wet” or “dry” Anaerobic Digestion. [See Article 7 of the Agreement for the prohibition on use of Transformation Facilities for materials Collected within City.]
Two-Stream Collection System: “Two-Stream Collection System” or “Two-Container Collection System” means collection of two streams: Co-collection of MSW/Recyclable Materials and CoCollection of Yard Trimmings/Food Scraps.

Yard Trimmings: “Yard Trimmings” means trimmings from trees or shrubs, plants, grass cuttings, removed or discarded branches, shrubs, plants, leaves or other materials generated from landscapes or gardens.

Wood: “Wood” means all non-hazardous wood material that is not painted with lead-based or other paints containing materials identified as Hazardous Waste, or treated with creosote or other Hazardous materials. Wood includes, but not limited to, tree branches and other wood trimmings, dimensional lumber and other pieces of Wood generated during the manufacture or processing PAGE 851 of 1808

ATTACHMENT A
Definitions
Attachment A Page 14 of 14
of Wood products, Wood generated as part of the harvesting or processing of raw woody crops, and the Wood debris from construction and demolition activities.

PAGE 852 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 1 of 60
SECTION 1: CUSTOMER BILLING, PROVISION OF CONTAINERS AND EXTRA SERVICES ......4

1.1 Customer Billing. ................................................................................................................................4

1.1.1 Residential, Commercial and Multi-Family Billing...........................................................................5

1.1.2 Roll Off Box Customer Billing. .................................................................................................................5

1.1.3 Audit of Estate and Commercial Billings..............................................................................................6

1.1.4 Audit of Single Family Residential Services Provided.....................................................................6

1.1.5 Service and Billing Records and Access By City.................................................................................6

1.1.6 Billing For Shared Containers. ................................................................................................................7

1.2 Changes in Collection Services/Vacation Stops.......................................................................7

1.3 Changes in Scheduled Days of Collection...................................................................................7

1.3.1 Initial Routing For Commencement of Collection Operations......................................................7

1.3.2 Route Changes After Initial Re-Routing. ..............................................................................................8

1.4 New Containers for the Collection of MSW, Recyclable Materials and Food Scraps/Yard Trimmings.................................................................................................................................8

1.4.1 Containers for Single Family Dwelling Residential Premises and Estates................................9

1.4.1.1 Overview of Timing and Distribution of Containers for Residential Dwellings ...........9

1.4.1.2 Survey of Residential Customers To Determine Number of Carts. ...................................9

1.4.1.3 Contractor Distribution of New Carts and Bins and Removal of Old Barrels. ............11

1.4.1.4 Carts for Basic Residential Service. ..........................................................................................11

1.4.1.5 Extra Residential Single Family Dwelling Carts and Extra Carts or Bins for Estate Customers. ............................................................................................................................................................11

1.4.2 Containers for Commercial and Business Establishments, Multi-Family Dwellings and City Facilities......................................................................................................................................................................12

1.4.2.1 Sizes and Types of Containers to be Provided. .....................................................................12

1.4.2.2 Contractor Distribution of New Commercial, Multi-Family and City Facility Bins, Carts, Compactors and Roll Off Boxes. .........................................................................................................12

1.4.2.3 Repair, Cleaning and Replacement of Containers. ..............................................................12

1.5 Container Color Coding and Labeling....................................................................................... 13

1.5.1 Color Coding...............................................................................................................................................13

1.5.2 Container Labeling and Signage. .........................................................................................................13

1.5.3 Distribution of Recycling Guide to New Customers.......................................................................14 SECTION 2: RESIDENTIAL SINGLE FAMILY DWELLING AND ESTATE COLLECTION SERVICES.................................................................................................................................................... 15

2.1. Single Family Residence and Estate Residential Basic Level of Service. ..................... 15

2.2. New Residences Constructed and Occupied During the Term........................................ 15

2.3. Single Family Residences MSW Collection. ............................................................................ 15

2.4. Single Family Residences Recyclable Materials Diversion Program............................ 15

2.4.1. Vehicle Utilization for Materials Diversion Program. .............................................................16

2.4.2. Design and Implementation of a Pilot Co-collected Food Scrap/Yard Trimmings Program. 17

2.5. Monitoring of Contamination in All Residential Single Family and Estate Collection Programs for Attainment of Agreement Performance Requirements. ...................................... 17

2.5.1. Characterization Requirements. ....................................................................................................18

2.5.2. Minimum SB 1383 Performance and Contamination Standards.........................................18 PAGE 853 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 2 of 60

2.5.3. Observation and Issuance of Contamination Notices to Customers. ..................................18

2.6. Procedures For Handling Residential Non-Containerized MSW, Recyclable Materials, Food Scraps/Yard Trimmings and Other Materials..................................................... 20 SECTION 3: SERVICES FOR MULTI-FAMILY AND COMMERCIAL AND BUSINESS ESTABLISHMENT PREMISES................................................................................................................ 21

3.1 Basic Level of Service. ........................................................................................................................... 21

3.2 MSW Collection........................................................................................................................................ 21

3.3 Diversion Programs............................................................................................................................... 21

3.3.1 Recyclable Materials Collection................................................................................................................22

3.3.2 Source-Separated Commercial Food Scrap Collection. .....................................................................22

3.3.3 Source-Separated Yard Trimmings Collection Program. .................................................................23

3.3.4 Co-Collected Food Scraps/Yard Trimmings Program. ......................................................................24

3.3.5 Customer Use of Other Methods of Food Scrap Diversion. ..............................................................24

3.3.6 Edible Food Recovery...................................................................................................................................24

3.4 AB 827 Divertible Material Containers for Use by Public........................................................ 25

3.5 Not Used .................................................................................................................................................... 25

3.6 Implementation of All Required Diversion Programs at New Multi-Family Dwellings and Commercial and Business Establishments Constructed During the Term and In Event of change in Key Personnel or Business Relocation. ............................................................................. 26

3.7 Required Tasks For Implementation of Diversion Programs. ............................................... 26

3.8 SB 1383 Waivers. .................................................................................................................................... 33

3.9 Observation and Issuance of Contamination Notices to Commercial and Multi-Family Customers......................................................................................................................................................... 34

3.10 Requirements for Each Instance of Contractor Encountering Overfull or NonContainerized Commercial and/or Roll-off Containers................................................................... 35

3.11 Other Services To Be Provided........................................................................................................ 35

3.11.1 Miscellaneous Services ............................................................................................................................35

3.11.2 Scout Service ................................................................................................................................................35

3.12 Changes in Collection Services. ....................................................................................................... 36

3.13 Consultations and Technical Assistance...................................................................................... 36

3.13.1 Customer Consultations. ..........................................................................................................................36

3.14 Waste Characterizations and Third Party Assessment of Performance Metrics. ......... 36

3.15 Temporary Bin and Roll-Off Services. .......................................................................................... 36

3.16 Construction and Demolition Debris Recycling........................................................................ 37 SECTION 4: SPECIAL SERVICES............................................................................................................ 38

4.1 Complementary Bulky Items Collection Service for Single Family and Estate Premises. .............................................................................................................................................................................. 38

4.2 Holiday Greenery Collection and Recycling.................................................................................. 40

4.3 Community Shredding Events............................................................................................................ 40

4.4 Compost Giveaway Events................................................................................................................... 41 PAGE 854 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 3 of 60

4.5 City Services.............................................................................................................................................. 42

4.5.1 City Sponsored Special Events..................................................................................................................42

4.5.2 Large Venue Special Events.......................................................................................................................43

4.5.3 Non-City Sponsored Special Events. .......................................................................................................45

4.5.4 Emergency Collection and Disposal Service. .......................................................................................45

4.5.5 Collection Services at City Facilities........................................................................................................46

4.5.6 Collection Services at Schools and the School District......................................................................46

4.5.7 Bulky Item Collection Services for City. .................................................................................................46

4.5.8 Street Sweeping Debris. ..............................................................................................................................46 SECTION 5: PUBLIC INFORMATION AND CONSUMER EDUCATION. ........................................ 47

5.1 Ongoing Public Outreach to Be Conducted by Contractor. ..................................................... 47

5.2 Professionally Designed and Produced Public Outreach Materials.................................... 48

5.2.1 Costs..................................................................................................................................................................48

5.3. City Council Presentations ................................................................................................................. 48

5.4 Residential Public Education and Outreach Materials............................................................. 48

5.4.1 Annual Updated Residential and Estate Recycling Guide. ..............................................................48

5.4.2 Semi-Annual Residential Special Programs - Notifications ............................................................49

5.4.3.Collection Day Change – Residential Outreach....................................................................................50

5.5 Property Managers Notice and Meetings....................................................................................... 50

5.6 Brochure for Multi-Family and Commercial Yard Trimmings Program. ........................... 51

5.7 Brochure for Commercial and Business Establishments Services. ...................................... 51

5.8 AB 827 Food Scraps Brochure, Training Materials and Signage. ......................................... 52

5.9 SB 1383 Commercial Restaurants Food Scraps Brochure, Training Materials and Signage............................................................................................................................................................... 52

5.10 Special Events Brochures, Training Materials and Signage................................................. 53

5.11 Waste Diversion and Recycling Program Social Media Posts. ............................................. 54

5.12 Corrective Action Notice.................................................................................................................... 54

5.13 City Right to Participate in Regional or Joint-Jurisdictional Public Education and Consumer Information Campaigns. ........................................................................................................ 55

5.14 Website. ................................................................................................................................................... 55

5.15 Seminars, Workshops, Presentations, Meetings....................................................................... 55

5.16 Non-Bill Mailing Lists.......................................................................................................................... 55 SECTION 6: MATERIAL STREAMS AND CONTAMINANTS............................................................ 56 PAGE 855 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 4 of 60
SECTION 1: CUSTOMER BILLING, PROVISION OF CONTAINERS

AND EXTRA SERVICES
Requirements for Billing. Effective, May 31, 2025 Contractor shall be responsible for billing and collecting payment from Customers for services rendered pursuant to the Agreement, as more fully described in this Section.

1.1 Customer Billing.

Contractor shall prepare and mail (or provide electronically) bills to all Customers (including Residential, Estates, Multi-Family, Commercial, Institutional, temporary and permanent Roll Off and Compactor) and shall be solely responsible for following all prudent business practices for collection of payments from Customers. The Customer shall choose the method of receipt of the bill and payment of the bill. Contractor shall provide the following Customer options which include, but are not limited to, receiving the bill by mail or by electronic means, and paying the bill by mail, paying by cash, check or credit/debit card at a local Contractor office or by electronic means, with the exception of Roll Off Box Customer billing which is described separately in Section 1.3.3 of this Attachment B. Contractor shall never bill for services not verifiably rendered; if a billing error is made for a service that was not provided then Contractor shall provide a timely refund or credit to the Customer. If Contractor makes an error and fails to bill a Customer for services provided over an extended period of time, Contractor shall only be able to recover payment for the most recent three (3) months of services provided. In such event, Contractor shall discuss the situation with the Customer, issue a bill for up to three (3) months of services provided, and allow the Customer sixty (60) days to pay the bill.

Contractor shall meet all additional billing requirements in Article 14 of the Agreement.

Contractor shall prepare bills for all Customers that clearly and accurately list the rates in effect and charged by Contractor to Customer at the time services were provided (which may not exceed the rates in Attachment D) for the time period in which services will be provided. Bills shall fully explain and display all calculations of each charge. Such charges shall not exceed the rates in Attachment D as adjusted annually pursuant to Article 14 and Attachment J of the Agreement. Contractor shall initially resolve any disputes related to charges to Customers. In the event Contractor cannot resolve a dispute, City may, at its option, review the matter and make a decision. In this event, the decision of the City shall be final.

At City request, Contractor shall submit to City a sample of bill format(s) showing a sample line-item description for each charge, together with an example of a completed bill for an individually-serviced Single Family Dwelling Residential Premises, a Residential Estate Customer, a Commercial and Business Establishment with Recycling, Food Scrap/Yard Trimmings and MSW Collection services, and a temporary Roll Off Box service for review and approval. On or before August 15, 2025 Contractor shall submit to City a draft of a conveniently-sized listing of services and rates that will be in effect as of October 1, 2025 PAGE 856 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 5 of 60
that may be distributed to, and retained for reference by, all Customers. Once approved by City, the brochure on services and rates shall be mailed to all Customers by September 15, 2025 (unless another schedule is directed by City).

Contractor shall have the ability to include short messages on both mailed and electronic bills that the City can use to increase Customer awareness regarding Diversion programs, notify Customers of rate adjustments, or provide other important information to the Customer. City shall review and approve all billing messages at least 30-days prior to distribution.

In the event of Customer non-payment of bills, Contractor shall be responsible for collecting delinquent charges for services it renders to Customers. Contractor may 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. If Contractor has not received payment within forty-five (45) days of issuance of a bill, Contractor may issue a written notice that it will stop service within fourteen (14) calendar days. Contractor shall notify City of its intent to issue such a notice at least five (5) days prior to sending the notice. If no payment is made, Contractor may remove Carts and/or other Containers that Contractor has provided to the Customer. If City has evidence or other information as to why service should not be stopped, City will confer with Contractor. The decision of City as to whether or not service may be terminated shall be final. Contractor may charge the Resumption of Service Charge in Attachment D once delinquent Customers with terminated service have paid their account in full. Contractor shall include a list of Customers whose service has been terminated for non-payment and a list of Customers for whom service has been restarted after full payments in the monthly reports to the City as required in Attachment K.

1.1.1 Residential, Commercial and Multi-Family Billing.

Contractor shall invoice Single Family Residential Customers quarterly on a monthly or quarterly basis. Whether Customers will be billed in arrears or in advance, and the frequency of Residential billing will be determined as part of the transition discussions between the City and Contractor prior to the start of operations. The decision of the City will be final.

Contractor shall invoice Commercial and Multi-Family Commercial Customers on a monthly basis, in arrears, based upon the size of their Containers and the frequency of Collection, at the rates listed in Attachment D. Changes to container size and frequency that occur during the month will be pro-rated. In the event of non-payment of a bill, Contractor shall follow the procedures described in Section 1 of this Attachment B.

1.1.2 Roll Off Box Customer Billing.

Contractor shall accept major credit cards for payment for permanent and temporary Roll Off Box service. For any Customer electing not to pay with a credit card, Contractor may (a) invoice monthly, or semi-monthly in arrears with payment due within fifteen (15) or PAGE 857 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 6 of 60
thirty (30) days from the invoice date (i.e. the beginning of the month or the inception of service); or (b) require Customer to post a security deposit or pay on a “Cash on Delivery” (COD) basis. Any unused portion of a security deposit shall be refunded to the Customer within five (5) business days of the termination of service. Delinquent accounts shall be handled as described in Section 1 of this Attachment B.

1.1.3 Audit of Estate and Commercial Billings.

Contractor shall audit all amounts billed to each Estate and Commercial Customer (including all Multi-family Customers with centralized Bin Collection service) to compare the amount being charged with the level of service, including the size(s) of Container(s) and the frequency of service, on an annual basis beginning in January 1, 2027. Contractor shall submit a written report to City documenting the results of the audit and noting any discrepancies identified and the date upon which the discrepancies were corrected. The report shall be submitted by January 1, 2027and therein each year of the Term.

1.1.4 Audit of Single Family Residential Services Provided.

On or before January 1, 2027 Contractor shall review and audit the level of service being provided to each Individually serviced Residential Single Family Dwelling Customer Said audit shall compare the actual sizes, number and types (MSW, Recyclable Materials, and Food Scrap/Yard Trimmings) of Carts provided to each Customer, frequency of Collection, and any Extra Services provided by Contractor, to the amounts reported to the City for basic Single Family Dwelling Residential services and to the amounts being charged to Customers for Extra Carts. Contractor shall submit a written report to City documenting the results of the audit and noting any discrepancies identified and the date upon which the discrepancies were corrected. The report shall provide a listing to the City of all households that do not have a Cart for the Recyclable Materials Collection program and/or for the Food Scrap/Yard Trimmings Collection program and/or for the MSW Collection program. Contractor shall use results of this audit to determine which Residents to send notice of Extra Carts.

1.1.5 Service and Billing Records and Access By City.

Contractor shall maintain copies of records of all services provided to Customers, and copies of all billing records and receipts, in chronological order, for the entire Term of the Agreement, and for a period of two (2) years following termination of the Agreement, for inspection by the City upon request. The Contractor may maintain these records in electronic form or hard copy, provided records can be preserved and retrieved for inspection and verification in a timely manner, are sufficient to verify accuracy of all services provided, all billings issued, payments made by Customers, and payments to City of the City Regulatory Cost Reimbursement and any other City fees.

PAGE 858 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 7 of 60

1.1.6 Billing For Shared Containers.

Single Family Dwelling Residential Customers and Commercial and Business Establishments may request and receive shared Container service and billing. Contractor shall, upon Customer request, divide the rate for a single Container between Customers that are sharing said Container for MSW, Recyclable Materials, Yard Trimmings and/or Food Scraps. Customers requesting to share Container service and billing shall determine each Customers’ share of the Rate in Attachment D for the size of Container and for the type and frequency being provided and submit each Customer’s share of the total monthly billing amount to Contractor. Contractor shall issue separate monthly bills to each Customer based on the monthly billing amounts submitted by Customers requesting to share Container service and billing. Contractor shall provide such billing for shared Containers at no additional charge to the Customers. Contractor shall provide the City with a listing of Customers that subscribe to shared service in the annual reports described in Attachment K.

1.2 Changes in Collection Services/Vacation Stops.

Contractor shall be responsible for: (A) establishing services for new Customers; (B) stopping services and preparing a final billing on a pro-rated basis for a Customer permanently discontinuing service; (C) suspending services at an individually serviced Single Family Residential Premises, an Estate, a Multi-Family Premises or Commercial and Business Establishment one time in a calendar year for a period of up to 60 calendar days for temporary vacation stops. During temporary vacation stops, the Customer shall incur no charges for Collection services not provided and, if Customer is due a refund and/or credit, Contractor shall provide a timely refund or credit to the Customer for payment made in advance of temporary vacation stops. Temporary vacation stops must be for a minimum of thirty (30) days. For temporary vacation stops, Contractor shall not charge the Customer to restart service. If a temporary vacation stop request exceeds sixty (60) calendar days, Contractor may arrange to pick-up the Containers from the Customer and require the Customer to restart service as the account will be considered discontinued.

Contractor shall, for approval by City, develop a procedure and confirmation form to document requests for commencement and termination of, and changes in, service, as well as for temporary vacation stops.

1.3 Changes in Scheduled Days of Collection.

1.3.1 Initial Routing For Commencement of Collection Operations.

Contractor shall notify the City one-hundred twenty (120) days prior to January 1, 2027 if routing for Single Family Dwelling Residential Customers will remain the same as the routing used by Contractor under the prior contract.

PAGE 859 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 8 of 60
Contractor may request approval from the City one-hundred twenty (120) days prior to January 1, 2027 to change initial routing, i.e. a planned change in the scheduled date of Collection, for Single Family Dwelling Residential Premises and/or Estates to go into effect January 1, 2027. With this request, Contractor shall provide new route maps and new route lists for City’s review. Upon City approval of new route maps and new route lists, Contractor shall notify residents of all changes to their scheduled days of Collection as described in Section 5 of this Attachment B. Collection by the Contractor using the new Collection routes and schedule shall commence on January 1, 2027 or on another date mutually agreed upon by the City and Contractor.

1.3.2 Route Changes After Initial Re-Routing.

Once the initial routing of Collection days for MSW, Yard Trimmings/Food Scraps, and Recyclable Materials has been established as described above in Section 1.5.1 of this Attachment B for Single Family Dwelling Residential Premises and/or Estates, the schedule shall not be changed without the prior written approval of the City. Contractor shall request approval from the City ninety (90) days prior to any planned change in a scheduled day of Collection for any Single-Family Dwelling or Estate Customer. As a condition of approval of such a change, City may require Contractor, at Contractor’s sole expense, to notify all affected Customers of the change by first-class postage,. All details and scheduling of such notice shall be subject to approval by the City.

Scheduled Collection days for MSW, Food Scraps/Yard Trimmings, and Recyclable Materials, may be changed at the request of the occupant or Authorized Customer Representative of any Estate, Commercial and Business Establishment, and Multi-Family Premises, without the approval of City. In the event of a disagreement between Contractor and a Customer at Estates, Commercial and Business Establishments or Multi-family Premises, the City will determine the final schedule of Collection days.

1.4 New Containers for the Collection of MSW, Recyclable Materials and Food Scraps/Yard Trimmings.

Contractor shall replace all Carts, Containers, Bins and all non-Customer-owned Compactors in City (Single Family Dwelling Residential, Multi-Family Dwelling and Commercial and all other Customers) with new containers for all MSW, Recyclables materials, and yard trimmings and food scraps no later than December 31, 2026.

Contractor shall furnish all Containers to Customers as described in this Section 1 of Attachment B.

PAGE 860 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 9 of 60

1.4.1 Containers for Single Family Dwelling Residential Premises and Estates.

1.4.1.1 Overview of Timing and Distribution of Containers for Residential Dwellings
Due to the short time frame needed to begin collection services on May 31, 2025, there is an Interim Period where the current existing containers will be allowed to be used. The Interim Period has two timeframes.

Phase 1 which will start on May 31, 2025 and ends on December 31, 2025 and Phase 2 which shall begin on January 1, 2026 and end on December 31, 2026.

The selected Proposer may use the San Marino Residential Single Family, and Residential Estate and/or Commercial containers that are available on JMay 31, 2025. If the selected Proposer needs to add to the Single Family Residential and/or Estate Residential customer’s containers during Phase 1, then Proposer shall provide carts. These carts may be interim in nature through December 31, 2025.

During Phase 2 of the Interim Period (beginning on January 1, 2026) the selected Proposer will begin the purchase and distribution of new containers throughout 2026. All new containers shall be distributed no later than January 1, 2027.

1.4.1.2 Survey of Residential Customers To Determine Number of Carts.

Beginning on January 1, 2026 and throughout calendar year 2026, Contractor shall survey all Single Family Residential Customers to explain the new Residential program, and determine how many Carts they prefer for each material. Contractor shall conduct an in-person door-to-door survey or send a two-part postcard or mailer to each Single Family Residential Customer requesting they mail back the postcard or portion of the mailer with their selection for the basic service of two (2) 35-gallon MSW Carts, two (2) 35-gallon Recyclable Materials Carts and two (2) Food Scraps/Yard Trimmings, or selecting an alternative of one (1) 35-gallon Cart for each material: MSW, Recyclable Materials and/or Food Scraps Yard Trimmings. [Note: The exact Cart sizes and numbers will be filled in prior to the Agreement execution with the selected Proposer based on the Cart sizes proposed.] The postcard shall include the associated rates listed in Attachment D. The postcard shall also include a link to an online survey program that will allow the Customer to make an online selection for new Residential Cart service.

For the Estate Collection Program, beginning on January 1, 2026 and throughout calendar year 2026, Contractor shall survey all Estate Customers to explain the new Estate program, and determine which and how many Containers each Customer prefers for each material. Contractor shall conduct an in-person door-to-door survey or send a two-part postcard or mailer to each Estate Customer requesting they mail back the postcard or portion of the mailer selecting one of the following service “bundles:

PAGE 861 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 10 of 60
[The list of estate bundles will be updated based upon the Estate bundles proposed by the selected proposer]
(a) one (1) MSW one (1) cubic yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) Food Scraps/Yard Trimmings Carts; or
(b) one (1) MSW one and one half (1.5) cubic yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) Food Scraps/Yard Trimmings Carts; or (c) one (1) MSW two (2) cubic yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) Food Scraps/Yard Trimmings Carts; or
(d) one (1) MSW three (3)-yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) Food Scraps/Yard Trimmings 35-gallon Carts; or (e) one (1) Food Scraps/Yard Trimmings one (1) cubic-yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) MSW 35-gallon Carts; or (f) one (1) Food Scraps/Yard Trimmings one and one half (1.5) cubic-yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) MSW 35-gallon Carts; or (g) one (1) Food Scraps/Yard Trimmings two (2)-yard Bin, two (2) 35-gallon Recyclable Materials Carts and two (2) MSW 35-gallon Carts; [Note: The exact mix of Cart and Bin sizes and numbers will be filled in prior to the Agreement execution with the selected Proposer based on the Cart and Bin sizes proposed.]
One time per year beginning January 1, 2026 Contractor shall allow all Single Family Dwelling Residential and Estate Customers to increase or decrease their service level. If a Single Family or Estate Residential Customer desires to change their level of service including selecting a different size (or sizes) and/or number of Cart(s) for MSW, Recyclable Materials and/or Food Scraps/Yard Trimmings, the Customer may request that Contractor provide the new desired size(s) and numbers of Carts and remove any unneeded Carts. Providing such different size(s) and numbers of Carts and pickup of unneeded Carts shall be provided by Contractor up to one time per year per Customer at no additional charge. If the Customer-requested number of Carts exceeds the number of Carts in the basic residential Single Family or Estate Residential service [basic residential service level to be filled in based upon the number of Cart and Bin sizes proposed] and Contractor has completed distribution of all new Carts and Bins to Customers, the Contractor may charge the Customer for the Extra Carts at the rate in Attachment D.

For Estates, if no “bundle” is selected, Contractor shall select the most applicable of the Estate “bundles” listed in this Section.

PAGE 862 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 11 of 60

1.4.1.3 Contractor Distribution of New Carts and Bins and Removal of Old Barrels.

For Single Family Residential Customers, Contractor shall collect all of the existing old Barrels and distribute new Carts such that no Customer is ever without all required Containers for each type of material. For Estate Customers, Contractor shall collect all of the existing old Barrels and Bins and distribute new Carts and Bins such that no Customer is ever without all required Containers for each type of material. shall make arrangements for the old Barrels and Bins to be either recycled or reused. All of the existing (old) Barrels and Bins shall be replaced with the new Carts (and new Carts and Bins for Estate Customers) as described the Implementation Plan in Attachment C of the Agreement on or before January 1, 2027.

1.4.1.4 Carts for Basic Residential Service.

Contractor shall provide each Single Family Dwelling Residential Customer with a minimum of three (3) or four (4) wheeled Carts with lids for the basic level of service: one (1) grey MSW Cart (of the size requested by the Customer), one (1) or two (2) blue Recycling Carts (of the sizes requested by the Customer), and one (1) green Cart for Yard Trimmings/Food Scraps (of the size requested by the Customer) for the rates set forth in Attachment D. [Note: The exact Cart sizes and numbers of the Basic Residential Service will be filled in prior to the Agreement execution with the selected Proposer based on the Basic Service proposed.]

1.4.1.5 Extra Residential Single Family Dwelling Carts and Extra Carts or Bins for Estate Customers.

On or before July 1, 2026 Contractor shall direct mail a targeted notice to all Single Family Residential Premises that they will begin to be charged for Extra Carts above the two (2) Carts for each of the three (3) material types. [Note: The exact Cart sizes and numbers will be filled in prior to the Agreement execution with the selected Proposer based on the number of Cart sizes proposed.] The notice will provide the Customer with Contractor’s contact information to call or e-mail to request removal of extra Carts in order to avoid the charge for Extra Carts.

As of November 1, 2025, Contractor shall direct mail a targeted notice to all Estate Customers that they will begin to be charged for Extra Carts and any Extra Bins that exceed the number of Carts and Bins in the “bundle” selected by the Customer. The notice will provide the Customer with Contractor’s contact information to call or e-mail to request removal of the Extra Carts and or Extra Bins in order to avoid the charge for extra Containers.

Contractor shall not bill Customers for Extra Carts or Extra Bins until distribution of all new carts is completed on or before January 1, 2027.

PAGE 863 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 12 of 60

1.4.2 Containers for Commercial and Business Establishments, Multi-Family Dwellings and City Facilities.

No later than January 1, 2027 Contractor shall provide new and unused Containers to Customers of the sizes and types described in Section 1 of this Attachment and Attachments E-1 and E-2.

1.4.2.1 Sizes and Types of Containers to be Provided.

Contractor shall offer and furnish the following sizes and types of wheeled Carts with lids:
thirty-five (35) gallon, sixty-five (65) gallon, and ninety-five (95) gallon for MSW, Recyclable Materials, Co-collected Food Scraps/Yard Trimmings, and Yard Trimmings.

The Carts shall meet the specifications listed in Attachment E-1 and shall be color-coded as described in this Section 1.5 of Attachment B. Contractor shall also offer and furnish the following sizes and types of Bins, Compactors and Roll Off Boxes: one (1) cubic yard, one and one-half (1.5) cubic yard, two (2) cubic yard, three (3) cubic yard, four (4) cubic yard, six (6) cubic yard Bins; Split two (2) cubic yard Bins, Split three (3) cubic yard Bins, Split four (4) yard Bins; three (3) cubic yard Bin Compactors, and four (4) cubic yard Bin Compactors; ten (10) cubic yard, twenty (20) cubic yard, thirty (30) cubic yard and forty (40) cubic yard Roll Off Boxes. Contractor shall mark all Bins, Bin Compactors, Roll Off Boxes and Contractor-owned Compactors with a reflector on each side.

1.4.2.2 Contractor Distribution of New Commercial, Multi-Family and City Facility Bins, Carts, Compactors and Roll Off Boxes.

Contractor shall collect all of the existing old Barrels, Carts and Bins. Contractor shall make arrangements for old Barrels, Bins or Carts to be either recycled or reused.

Contractor shall adhere to the schedule and plan for, Cart, Bin, Compactor and Roll Off Box distribution and collection of the old Barrels, Bins, Compactors and Roll Off Boxes in the Implementation Plan in Attachment C All of the existing (old) Containers shall be replaced with the new as described herein, on or before January 1, 2027.

1.4.2.3 Repair, Cleaning and Replacement of Containers.

During the entire Term of the Contract, Contractor shall maintain an adequate inventory of Carts, Bins, Roll Off Boxes and all other Containers to fulfill and meet all needs of Customers in City as listed in Attachment E-2. Contractor shall be responsible for the repair and replacement of all Carts and Containers that are broken, damaged, tagged with graffiti, lost, or stolen. Contractor shall replace any Customer-damaged Carts up to a maximum of two (2) per year at no charge. For the third and any subsequent Customerdamaged Carts, Contractor shall charge the rate in Attachment D. Contractor may charge the rate in Attachment D for the repair, refurbishment and replacement of non-Contractorowned Compactors. The Contractor shall submit, on a quarterly basis, a report showing the inventory of all Carts and Containers as well as a record of the replacement and repair schedule for the prior ninety (90) days. Upon Customer request, Contractor shall allow Customers to switch to a different sized Cart or Container for MSW, Recyclable and/or PAGE 864 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 13 of 60
Yard Trimmings/Food Scraps materials.

1.5 Container Color Coding and Labeling.

1.5.1 Color Coding.

All Containers shall be of a uniform color including the body and the lid. The color-coding scheme for all Residential Carts (Single Family and Estate Customers) shall be black for MSW Carts, green for Yard Trimmings/Food Scraps Carts, and blue for Recyclable Materials Carts.

The color-coding scheme for all Multi-Family Dwelling Carts shall be black for MSW Carts, green for Yard Trimmings/Food Scraps Carts, and blue for Recyclable Materials Carts.

The color-coding scheme for all Commercial Carts shall be the same as for Residential and Multi-Family Carts.

The color-coding scheme for Multi-Family Dwelling Bins shall be grey for MSW Bins, green for co-collected Yard Trimmings/Food Scraps Bins, green for source-separated Yard Trimmings Bins, and blue for Recyclable Materials Bins.

The color-coding scheme for Commercial Bins shall be grey for MSW Bins, green for cocollected Yard Trimmings/Food Scraps Bins, green for source-separated Yard Trimmings Bins, brown for Commercial Food Waste Only Bins, and blue for Recyclable Materials Bins.

The color-coding scheme for all Roll Off Boxes shall be grey for MSW Boxes, green for Yard Trimmings/Food Scraps Boxes, green for source-separated Yard Trimmings Boxes, blue for Recyclable Materials Boxes and tan for Compactors. Mixed Recyclable Materials Boxes shall be blue in color.

Roll Off Boxes designated for Recyclable Materials Collection, Yard Trimmings/Food Scraps, Source-Separated Yard Trimmings Collection shall be prominently labeled as such (e.g. “Recyclable Materials Only”, “Yard Trimmings/Food Scraps Only”, “Yard Trimmings Only”, either with permanent lettering or with removable magnetic signage on each side.

The color-coding scheme for temporary Commercial Bins shall be the same as the color scheme for permanent Commercial Bins.

1.5.2 Container Labeling and Signage.

All Containers shall have messages and graphics on the exterior (e.g. top of Cart lid, front of Bin) designed to remind Customers of what materials can and cannot be placed into each type of Container. City shall have final approval of the text/graphics. Contractor shall work with City and all City-approved Processing Facilities (listed in Article 6) to tailor the types of materials allowed in each Container to the capabilities and technology and/or PAGE 865 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 14 of 60
methods of processing used at each facility in order to minimize Residue, maximize Diversion and maximize the quality and value of the Recovered Materials produced.

Contractor shall submit the order(s) for new Containers to City for review and approval at least thirty (30) days prior to ordering the Containers required herein. The order shall include the color for each type of Cart, Bin and Box, the number of each size Cart, Bin and Roll Off box being ordered, the manufacturer and model of each, and design of messages/graphics for each. All Carts, Bins, Compactors and Roll Off Boxes shall be identifiable with a unique serial number, bar code, or RFID located on the Container that is assigned to the collection location and address that it services. A complete and current list of the serialized containers will be available to City personnel for use on an “as needed” basis. Unique serial numbers for Containers and Carts and proper tracking of the location and address where the Cart or Container is deployed is essential to Contractor’s and City’s ability to comply with SB 1383 in relation to Contamination.

Contractor shall continue to utilize the herein-described color-coding scheme for all Containers used in City throughout the Term unless otherwise directed by City.

1.5.3 Distribution of Recycling Guide to New Customers.

At any time a Cart is distributed to a new or returning Single-Family Residential Customer or an Estate Customer, Contractor shall also deliver to such Residential Premises(s) a copy of Recycling Guide described in Section 5 of this Attachment B.

PAGE 866 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 15 of 60
SECTION 2: RESIDENTIAL SINGLE FAMILY DWELLING AND ESTATE

COLLECTION SERVICES

2.1. Single Family Residence and Estate Residential Basic Level of Service. [NOTE: TWO-STREAM COLLECTION SYSTEM WILL BE ADDED]
The basic level of service for a Single Family Dwelling Residential Premises that is individually-serviced with three (3) cart system Collection from wheeled, lidded Contractor-supplied Carts, includes once weekly backyard/sideyard Collection of: (A) MSW; (B) Collection of Recyclable Materials; (C) Co-collection of Food Scraps/Yard Trimmings; (D) Collection of Source-Separated Food Scraps (where applicable); (E) Collection of Source-Separated Yard Trimmings; and other required programs identified in this Section 3. The basic leveI of service includes all other required programs identified in the Agreement and in this Attachment B. Estate Customers are provided a minimum of once-per-week Collection service for each material type from the Containers in the Customer’s selected “bundle”.

2.2. New Residences Constructed and Occupied During the Term.

During the Term, additional Single Family Dwellings and Estate Residential homes may be constructed and occupied within City. Contractor shall fully implement the Recyclable Materials Collection program, the Food Scrap/Yard Trimmings Collection program, and MSW Collection at each new Single Family Dwelling Residence within thirty (30) days of issuance of the Certificate of Occupancy by the City. The liquidated damages in Section

15.09 shall not apply until a service order request has been submitted to Contractor by Contractor’s Recycling Coordinator, the City, and/or a Customer.

2.3. Single Family Residences MSW Collection.

The basic level of service for a Single Family Dwelling Residential Premises that is individually-serviced is once weekly backyard/sideyard Collection of two (2) MSW Carts provided by automated or semi-automated Collection. For Estate Customers, Collection service is provided at a minimum of once per week for the Customer-selected bundle of Containers.

If a Customer requests Extra MSW Cart(s), Contractor shall promptly deliver such Cart(s) and the additional charge listed in Attachment D for the Extra Cart(s) shall be billed to the Customer as described in Section 1 of this Attachment B.

2.4. Single Family Residences Recyclable Materials Diversion Program.

The basic level of recycling service for a Single Family Dwelling Residential Premises, that is individually-serviced, is once weekly backyard/sideyard Collection of two (2) Recyclable Materials Carts on the same day as MSW Collection. For Estate Customers, PAGE 867 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 16 of 60
Collection service is provided at a minimum of once per week for the Customer-selected bundle of Containers. Contractor shall Collect all Recyclable Materials in a separate or Split Body Collection vehicle. Contractor shall process Recyclable Materials at the Clean MRF approved by City listed in Article 6.

The basic level of service for food scraps and Yard Trimmings at a Single Family Residential Premises is once weekly backyard/sideyard Collection of two (2) Food Scraps/Yard Trimmings Carts on the same day as MSW Collection. Contractor shall Collect all Food Scraps and Yard Trimmings in a separate Collection vehicle or a Split Body vehicle depending on the City-wide service that is approved by the City Council. For Estate Customers, Collection service is provided at a minimum of once per week for the Customer-selected bundle of Containers. Contractor shall transport and process the Collected commingled Food Scraps/Yard Trimmings at the Contractor shall process the Collected commingled Food Scraps/Yard Trimmings at the Compost Facility or Anaerobic Digestion Facility approved by City listed in Article 6 of the Agreement and arrange for sale of the Compost or Digestate that is produced.

2.4.1. Vehicle Utilization for Materials Diversion Program.

Interim vehicles may be used during Interim Period Phase 1 (May 31, 2025 through December 31, 2025). The use of interim vehicles may continue through Phase 2 (January 1, 2026 through December 31, 2026). During 2026 Contractor shall plan for, and order new vehicles and containers during the Interim Period. The January 1, 2026 through December 31, 2026 shall include time to plan, prepare and deploy the new vehicles and containers, including painting, labeling, licensing, installing collision avoidance systems, etc.

Full deployment of all new vehicles and new containers shall be completed no later than January 1, 2027.

Customers located in Single Family Residences or Estates that have landscaping service (and therefore may not generate any Yard Trimmings) shall still be delivered a green Cart for Food Scraps.

Contractor shall distribute public education materials to all Single-Family Dwelling Residences as more fully described herein and in Section 5 of this Attachment B.

If any Resident refuses delivery of a Food Scrap/Yard Trimmings Cart, Contractor shall make one additional attempt to inform the Resident of the reasons for the State-mandated Food Scrap/Yard Trimmings Collection program and to deliver the Cart. If the Cart is refused a second time, Contractor shall retain the Cart for future use within the City.

Contractor shall maintain a record of the Customer name, address, date(s) of Cart refusal and the total number of Food Scrap/Yard Trimmings Carts being held in inventory due to being refused and shall submit this information as part of the monthly reports to City described in Attachment K.

If the Single Family Dwelling Residential Customer requests a third or additional Food PAGE 868 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 17 of 60
Scrap/Yard Trimmings Cart, Contractor shall promptly deliver such Cart and the additional charge listed in Attachment D for the Extra Cart shall be billed to the Customer by Contractor as described in Section 1.6.1.4 of this Attachment B. If an Estate Customer requests an additional Cart and/or Bin not included in the “bundle” of Containers selected by the Estate Customer, Contractor shall bill the Customer the additional charge(s) listed in Attachment D.

Contractor shall continually monitor participation in the Residential Food Scrap/Yard Trimmings Diversion program. Contractor’s Recycling Coordinator shall utilize the list of non-participating households submitted in the monthly reports (required by Attachment K) and shall contact non-participating Residents to discuss the Diversion program and determine the reason(s) for non-participation. The Coordinator shall provide additional information, training, public education materials and explanations of the state law and the reasons for the program. The Coordinator shall note the dates and details of such contacts in the monthly reports. In cases of recalcitrant Residents, such contacts shall be made on site, in person in addition to by telephone.

Contractor shall continue to prepare and distribute a set of public education materials as described herein and in Section 5 of this Attachment B, annually during the Term.

2.4.2. Design and Implementation of a Pilot Co-collected Food Scrap/Yard Trimmings Program.

Full implementation of a three-stream collection for Residential Single-Family, Residential and Commercial Customers shall occur no later than January 1, 2027. During the Interim Period, Contractor shall plan and prepare for the full implementation of three-stream Residential and Commercial collection and diversion programs, including implementing public education and outreach efforts to and with Residents and Commercial businesses regarding the three-stream collection. Utilizing the Contractor’s Attachment H “Plan for Interim Period”, key dates and milestones shall be identified whereby a three-stream pilot program for 200 Residential Single-Family customers shall be developed in October 2025 through December 2025. The implementation of the 200 home pilot plan shall occur in early 2026 and continue through the overall expansion of the program throughout all Single-Family and Estates through the end of December 2026. Waste characterizations for these customers shall occur as described in Attachment N. These waste characterizations during January 1, 2026 through December 1, 2026 will not be used to evaluate the City’s contamination levels as referenced in Article 10 of the Agreement, but rather to determine contamination levels for the selected proposer to use to plan and/or modify programs, assist customers with contamination minimization, and for public education and outreach planning, dissemination and targeting.

2.5. Monitoring of Contamination in All Residential Single Family and Estate Collection Programs for Attainment of Agreement Performance Requirements.

Monitoring, reducing and eliminating Contamination in the MSW, Recyclable Materials and Food Scrap/Yard Trimmings Collected by Contractor is of paramount importance for the City’s compliance with SB 1383 (which is part of the Act and part of Applicable Laws).

PAGE 869 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 18 of 60
Contractor shall perform all of the following to monitor, reduce and eliminate Contamination in the Residential Single Family Dwelling and Estate Diversion programs which include all Residential Customers with individual Cart Collection service and all Estate Customers.

2.5.1. Characterization Requirements.

Contractor shall conduct all Characterizations described in Attachment N and shall also conduct all follow-up Contamination tracing and public education and outreach described therein.

With the exception of the waste characterizations conducted on the three-stream pilot program in 2026, the selected Proposer shall begin waste characterizations for all sectors as described in the Agreement and Attachment N, starting January 1, 2027. The waste characterizations conducted from January 1, 2027 through December 31, 2027 shall not be used to evaluate the City’s contamination levels as described in Article 10 of the Agreement, but rather to determine contamination levels for the selected Proposer’s use in order to plan and/or modify programs, assist customers with contamination minimization, and for public education and outreach planning, dissemination and targeting. These contamination levels will be discussed with the City at the monthly meetings. The results of the waste characterizations completed January 1, 2027 through December 31, 2027 shall be included in the selected Proposer’s monthly reports to the City and in the City’s CalRecycle SB 1383 Implementation Record.

2.5.2. Minimum SB 1383 Performance and Contamination Standards.

Contractor must meet the Minimum Performance and Contamination Standards as referenced in Article 10 of the Agreement. The Contractor, utilizing the measurement method described in Attachment N shall attain at least a 95% SB 1393 program implementation for Commercial customers by December 31, 2027. Section 3.7 in this Attachment B provides the standards to be applied in determining that a program is fully implemented at each customer’s location.

Article 10 of the Agreement identified the use of Attachment N waste characterizations that shall be conducted from January 1, 2028 through December 31, 2028 and which shall be evaluated by the City, beginning on January 1, 2029 to determine if the required Residential and Commercial contamination levels of 30% or lower have been met.

No later than January 1, 2027 the Contractor shall provide a) fully implemented residential recyclable materials collection with processing at a clean MRF and b) a co-collected residential food scraps/yard trimmings collection program with processing at either/or composting or anaerobic digestion facility. The rates for the services shall be those found in Attachment D.

2.5.3. Observation and Issuance of Contamination Notices to Customers.

Whenever Contractor’s driver arrives at a Residential Single Family Dwelling or Estate PAGE 870 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 19 of 60
and the driver observes Contamination in any Cart(s) (MSW, Recyclable Materials and/or Food Scrap/Yard Trimmings Cart(s), the driver shall take the following actions:
(1) Utilizing the tablet-based, on-board operational CRM system described in Article 8, photograph the Contamination in the Cart and link the Contamination event with the Customer associated with the Contaminated materials in a manner that notes the address, Customer number, time, and date with the Contamination event. Upload the photograph to both Contractor’s dispatch/Customer Service and to a shared, cloud-based file that is also accessible by the City;
(2) Empty the Contaminated Cart into the Collection vehicle, including Collecting all materials in and around the Cart.
(3) Place a hang-tag on the Contaminated Cart. The hang-tag shall contain the following information:
a. Customer must place only acceptable Recyclable Materials in the Recycling Cart and only acceptable Food Scraps and Yard Trimmings in the Food Scraps and Yard Trimmings Cart. No Recyclable Materials, Food Scraps or Yard Trimmings shall be placed in the MSW Carts.
b. Informing the Customer that they may request additional MSW, Recyclable Materials and Food Scraps/Yard Trimmings Carts from Contractor at an additional charge.
c. Informing the Customer that State law and the City’s ordinance requires all Residents to participate in the City’s Recyclable Materials and Food Scrap/Yard Trimmings Diversion programs.
d. Notifying the Customer that the City may fine the Customer if additional Contamination occurs.
e. Notifying the Customer that a photograph documenting the Contamination incident was taken on this date (driver to fill in date) and is available either by calling Contractor (include phone number to call) or by scanning the QR code on the hang tag (if Contractor’s CRM and computer system is capable of providing this) Upon Contractor receipt of notification from the driver that a Customer has placed a Contaminated Cart out for Collection, the Contractor’s personnel shall record the instance in a digital database including the following information:

1. Date of Contamination event

2. Time of Contamination event

3. Customer address where Contamination was encountered

4. Customer identification number (if available for the Customer) for Customer associated with Contamination

5. Photo-documentation of Contamination

6. Route number for the route where the Contamination was encountered

7. Material stream that was Contaminated and by which type of Material (i.e.

MSW in the Recyclable Material Cart, Recyclable Materials in the MSW Cart, Food Scraps/Yard Trimmings in the Recyclable Materials Cart) In the monthly reports described in Attachment K, Contractor shall provide the City with a digital listing, in Excel format (or similar database program approved by City), of PAGE 871 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 20 of 60
Customers that were found by the driver to have Contamination in their Carts. The report shall include: 1) the total number of Contamination events associated with each Customer during the reporting period; and 2) the Cart which contained the Contamination (i.e.

Recycling Cart, MSW Cart, or Food Scraps/Yard Trimmings Cart). Contractor shall also provide to City photo-documentation of each instance of Contamination on a monthly basis using a cloud-based file sharing service.

2.6. Procedures For Handling Residential Non-Containerized MSW, Recyclable Materials, Food Scraps/Yard Trimmings and Other Materials.

The City requires all MSW, Recyclable Materials and Food Scraps/Yard Trimmings to be stored and placed for Collection in the Contractor-provided wheeled Carts with lids fully closed. Carts are more fully described in Section 1 of this Attachment B. The only exception to this Containerization requirement is for Bulky Items that are placed out for Collection and for which the Customer has scheduled a Collection appointment with Contractor as described in Section 4 of this Attachment B.

In the event Contractor’s drivers encounter Non-containerized materials the driver shall photograph the materials and leave a hang-tag on the Cart and/or Bin informing the Customer that Containerization is required. The hang-tag shall include the date of the observed Non-containerization and contact information for the Customer to call to obtain more information. Upon observing two (2) or more events of Non-Containerization in a single thirty (30) day period, Contractor’s Recycling Coordinator or Contractor’s City Dayto-Day contact person shall contact the Customer to explain Non-containerization and assist the Customer with identifying options to alleviate the Non-containerization issue.

PAGE 872 of 1808

ATTACHMENT B
Scope of Work
Attachment B Scope of Work Page 21 of 60
SECTION 3: SERVICES FOR MULTI-FAMILY AND COMMERCIAL

AND BUSINESS ESTABLISHMENT PREMISES

3.1 Basic Level of Service.

Contractor shall provide the following basic level of service for all Multi-Family and Commercial and Business Premises: once weekly Collection of: (A) MSW; (B) Collection of Recyclable Materials; (C) Collection of Source-Separated Food Scraps; (D) Cocollection of Food Scraps/Yard Trimmings (where applicable); (E) Collection of SourceSeparated Yard Trimmings; and other required programs identified in this Section 3. (Note: See Attachment A for the definition of “Multi-Family” which includes only MultiFamily complexes that have centralized Bin and/or Cart Collection service.) The basic level of service includes all other required programs identified in the Agreement and in this Attachment B.

Collection shall be accomplished in a manner such that the flow of traffic shall not be impeded nor a threat to the public health or safety created.

3.2 MSW Collection.

Contractor shall provide MSW Collection services as follows: (A) regularly scheduled weekly MSW Collection service; (B) as-needed on-call Collection for Roll Off Boxes and Compactors; and (C) additional pick-ups. On-call and additional pick-up requests may be made by Customer, Authorized Customer Representative or, in the case of Compactors so equipped, by automatic dial-up, other automated methods or electronic device that signals Contractor. Contractor shall provide service within twenty-four (24) hours of receiving a request, (provided that the request is made prior to two o’clock p.m. (2:00 p.m.) of the collection day) and shall charge the rates listed in Attachment D (Rate Sheet) for on-call pickups and additional pickups.

Contractor shall provide Containers as described in Section 1 of this Attachment B to Multi-Family and Commercial and Business Establishments for storage and Collection of MSW at the rates in Attachment D.

Customers may, at any time, adjust the frequency of Collections, the size(s) of Containers, the type(s) of Containers and/or the number of Containers for the storage and Collection of MSW.

3.3 Diversion Programs.

Contractor shall provide the following Diversion Programs at all Multi-Family Dwellings and Commercial Business Establishments. In implementing all Diversion Programs described herein at Multi-Family Dwellings and Commercial and Business PAGE 873 of 1808

San Marino City CouncilSeptember 10, 2025

San Marino City Council
September 10, 2025