Sanger City Council
December 5, 2024

179
193

MUNICIPAL SOLID WASTE FRANCHISE AGREEMENT

BETWEEN
crTY oF SANGER, CALIFORNIA
AND
MID.VALLEY DISPOSAL, LLC
This Municipal Solid Waste Collection Agreement (o'Agreement") is dated December 5,2024 ("Effective Date" ) and is between Mid-Valley Disposal, LLC, a California Limited Liability Company ("Contractor"), and the City of Sanger, a political subdivision of the State of California ("City"). City and Contractor may be referred to individually as a "Party," or collectively as "Parties," in this Agreement.

RECITALS
WHEREAS, the Legislature of the State of California, by enactment of the Califomia Integrated Waste Management Act of 1989 ("AB 939"), has declared that it is within the public interest to authorize and require local agencies to make adequate provisions for solid waste handling within their jurisdiction; and
WHEREAS, in order to comply with the mandates of AB 939, and subsequent legislation and regulation, the City must have the ability to direct the flow of Solid Waste within the incorporated City for the purposes of reporting, processing, recovery and disposal; and WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions, generators, haulers, solid waste facilities, and other entities to support achievement of State-wide organic waste disposal reduction targets; and
WHEREAS, SB 1383 Regulations require the City to implement collection programs, meet Processing facility requirements, conduct contamination monitoring, provide education, maintain records, submit reports, monitor compliance, conduct enforcement, and fulfill other requirements; and, the City has chosen to delegate some of its responsibilities to Contractor through this Agreement; and
WHEREAS, pursuant to California Public Resources Code Section 40059 (a)(2),the City has determined that the public health, safety, and well-being require a qualified Solid Waste enterprise be contracted for the collection and recovery of solid waste from all residential, industrial and commercial premises in the City of Sanger; and WHEREAS, Contractor has lawfully conducted Solid Waste handling operations in the City for several years, and has delivered a level of service to its Customers commensurate with the highest industry standards. Contractor is well-qualified to continue providing that service; and Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

180
194
WHEREAS, the City Council declares its intention to ensure the delivery of adequate Solid Waste Handling services and of maintaining reasonable rates for the provision of such handling services within the City.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

SECTION 1 . COVENANTS. RE NTATIONS AND WARRANTIES
A. Covenants. Representations and Warranties of Contractor Contractor hereby makes the following covenants, representations, and warranties for the benefit of the City as of the date of this Agreement:
(l) Contractor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of California.
(2) Contractor has full legal right, power, and authority to execute, deliver, and perform this Agreement, and has duly authorized the execution and delivery of this Agreement. (3) Each Person signing this Agreement on behalf of Contractor has been and is authorized by Contractor to do so, and this Agreement has been duly executed and delivered by Contractor, and constitutes a legal, valid and binding obligation of Contractor enforceable against Contractor in accordance with its terms.
(a) To the best of Contractor's knowledge, there is no action, suit, or proceeding before any court or governmental entity against Contractor or affecting Contractor, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Agreement, or which would have a material adverse effect on the financial condition of Contractor.
(5) Contractor has sufficient financial resources to perform all aspects of its obligations hereunder. There has been no material adverse change in Contractor's or, if applicable, in Contractor's parent company's, financial circumstances since the date of the most recent financial statements or information, submitted to the City or reviewed by the City at the offices of Contractor.
(6) Contractor has the expert, professional, and technical capability to perform all of its obligations under this Agreement and will maintain such expertise and capability at all times during Contractor's performance of this Agreement. (7) Prior to providing any service authorized by this Agreement, Contractor will have provided to the City Manager the security instrument and certificates of insurance.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

181
195
B
(8) Prior to providing any service authorized by this Agreement, Contractor will have provided to the City Manager proof that the Contractor has obtained all necessary permits, authorizations and licenses which are required for furnishing such service. (9) Contractor understands and agrees that the City is required to comply with the California Public Records Act.
and Warranties
The City hereby makes the following covenants, representations, and warranties to and for the benefit of Contractor as of the date of this Agreement:
(1) The Parties executing this Agreement on behalf of the City are duly authorized to do so.

This Agreement constitutes the legal, valid and binding Agreement of the City and is enforceable against the City in accordance with its terms. (2) To the best of the City's knowledge without having conducted any research, there is no action, suit, or proceeding against the City before any court or govemmental entity wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Agreement.
(3) The City shall cooperate with Contractor in preserving the confidentiality of Contractor's proprietary information, including trade secret information, and preventing its disclosure as may be authorized in the Public Records Act. It will be the obligation of Contractor to designate what information it deems to be a trade secret or otherwise confidential under the Public Records Act. However, the City will make the f,rnal determination pursuant to the Public Records Act.
(4) The City shall use reasonable efforts to update and amend applicable provisions of the Sanger City Code to the extent the City determines such changes are necessary to conform to this Agreement and to meet its obligations hereunder.

SECTION 2 - DEFINITIONS
Whenever any term used in this Franchise Agreement has been defined by AB 939 or in the City Code, the definitions therein, as presently defined and as they may be amended in the future shall apply unless the term is otherwise defined in this Agreement. In the event of conflict between the definition found in AB 939, in the City Code and this Agreement, the definition in this Agreement shall govern all other definitions, while the definition in the City Code shall take precedence over the definition contained in AB 939. The definitions are set forth in Exhibit C which is attached and incorporated herein by reference.

This space is intentionally blank.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

182
196
QEATIAN 2 r:E, NTA ND ACCEDTANfTE attr trYf-t I Ic'IVtr FRANC IJIGtr

RESIDENTIAL AND CO ERCIAL FRANCHISE
A. Grant of Franchise
Subject to the terms and conditions of this Agreement (including all extensions or renewals), City hereby grants to Contractor (i) the exclusive right, privilege, and franchise to provide the Solid Waste Handling services described in Exhibit A (Provided Services) to this Agreement within the geographic limits of the City, as the same now exist or may hereinafter be revised by annexation or otherwise; (ii) to use the City streets and roads for such purpose to provide the Solid Waste Handling services specified in this Agreement; and (iii) to make and enter into independent arrangements with residents of single family units, residents and/or owners of multi-family units and persons in charge of commercial, industrial, institutional and other entities in the Franchise Area for the collection, transportation and removal to solid waste processing and/or disposal facilities, for all residential, industrial and commercial solid waste (including discarded recyclables and discarded recyclable material) generated or accumulated within the City which has beenplaced in an authorized solid waste container.

B. Acceptance of Franchise
Contractor agrees to be bound by and comply with all the requirements of this Franchise Agreement. Contractor waives any right or claim to serve any part of the City under any prior grant of franchise, contract, license or permit issued or granted by any governmental entity.

C. Exceptions to Exclusivitv
The foregoing Grant of Franchise excludes the following (1) Self-Haul or Back-Haul. Any Solid Waste otherwise within the Scope of this Agreement which is removed and personally transported from any premises by the owner or occupant who generated the solid waste using his or her own equipment thereof for the purpose of lawfully delivering same to a Solid Waste Facility authorized to receive and handle solid waste. The use of a subcontractor is not "self-haul" within the meaning of this exception.

The terms "self-haul(er)" and "back-haul(er)" are defined in Sanger City Code Section 54A-3.
(2) Gardeners and Landscapers. The collection, transportation and disposal by a gardener or landscaper of green material or yard trimmings which are generated as an incidental part of providing gardening, landscaping or landscape maintenance services, provided that the gardener or landscaper is not a hauling service or solid waste enterprise, does not separately or additionally charge for the incidental service of removing, transporting or disposing of the green material or yard trimmings, and utilizes only his or her own employees and equipment to collect, transport and dispose of same.
(3) Sale or Gift of Recyclable Materials. Source separated Recyclable Materials which are either donated or sold by the generator of the materials to a party other than Contractor. A Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

183
197
mere discount or reduction in price of the Contractor's charges for the handling of such materials is not a sale or donation within the meaning of this Agreement. For purposes of this Agreement, materials shall be deemed'osolid waste" within the meaning of California Public Resources Code Section 40191, and shall be regulated as such, whether or not they may be potentially recyclable, in either of the following instances: (a) when the material is mixed or commingled with other types of solid waste, or (b) where the payment of a fee, charge, or other consideration, in any form or amount, is directly or indirectly solicited or received from the generator by any person or combination of persons in exchange for collection, removal, transportation, storage, processing, handling, consulting, container rental or disposal services ("fee for service" recycling), whether or not arranged by or through a subcontractor, broker, agent, consultant, or affiliate of the provider of such service.

SECTION 4 . TERM
A. Term
The term of this Agreement shall expire on June 30,2039. Prior to the expiration of term of the Agreement, the Agreement may be extended upon terms and conditions mutually agreeable to City and Contractor. Termination of this Agreement may also occur pursuant to Section B. Conditions of Effectiveness
This Agreement shall be effective when a resolution of City Council of the City of Sanger is approved, granting the City Manager, or their authorized representative, authorization to execute and administer the Agreement.

SEGTION 5 . FRANCHISE AREA
The Franchise Area granted by this Agreement is the geographic limits of the City, as the same now exist or may hereinafter be revised by annexation or otherwise. Contractor shall perform Solid Waste Handling services pursuant to this Agreement only in such Franchise Area.

SECTION 6 . SERVICES PROVIDED BY CONTRACTOR
The following minimum operating requirements shall apply to Contractor:

A. Overall Performance Obligation
(1) The scope of services to be performed by Contractor pursuant to this Agreement shall include the furnishing of all labor, supervision, equipment, materials, supplies, and all other items necessary to perform all requirements of the Agreement. The enumeration of and specification of requirements for particular items of labor or equipment shall not relieve the Contractor of the duty to fumish all others, as may be required, whether enumerated or not.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC PageT of 45
184
198
(2) The scope of services to be performed by Contractor pursuant to this Agreement shall be accomplished in a manner so that Customers are provided reliable, courteous, and high- quality Collection services and other services described in this Agreement at all times. The enumeration of, and specification of requirements for, particular aspects of service quality shall not relieve Contractor of the duty of accomplishing all other aspects in the manner generally provided for the delivery of services, whether such other aspects are enumerated elsewhere in the Agreement or not.
(3) Contractor shall not knowingly Collect Blue, Green, Brown, or Gray Containers that include Prohibited Container Contaminants, unless such collection is allowed under provisions of SB 1383.

B. Employees
(l) Each employee or other Person driving Contractor's vehicle shall at all times have a valid California vehicle operator's license appropriate for the vehicle being driven. (2) All Contractor employees shall wear clean clothing of a uniform type when engaged in collection operations.
(3) Each employee dealing with Customers, including without limit those engaged in collection or billing, shall at all times behave in a courteous manner.

C. Hours of Collection
Contractor shall not collect Solid Waste within a residential area or cofilmercial area which is contiguous to a residential area between the hours of 10:00 P.M. and 6:00 A.M. the next day.

D. Offrce for Tnorriri and Comnlaints
Contractor shall maintain an office at some fixed place and shall maintain a locally listed toll-free telephone number. Such listing shall be in the Contractor's nams or in the fictitious business name under which Contractor provides Solid Waste Handling services to the Area. Contractor shall provide live telephone service lines for Customers from 8:00 A.M. to 5:00 P.M., during all days of Solid Waste Handling Service, to answer inquiries and receive complaints. The number of toll- free telephone lines provided shall be sufficient to adequately serve the public. The Contractor shall notifu the City, in writing, seven (7) days prior to any change in business name, address, or telephone number. Such notice shall set forth the corrected information. This Section shall not require the Contractor to maintain an office which is different than or separate from the office for inquiries and complaints maintained by Contractor.

E. Records and Reports
Contractor shall prepare, maintain and provide to the City such records and reports as required in this Agreement, as well as those required under any other applicable law.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

185
199
F. Requested Service
Contractor shall provide Solid Waste Handling services to all Customers within its approved Franchise Area who request such service, except when denial or discontinuance of service is specifically authorized by this Agreement. Such service shall commence within seven (7) working (waste collection) days of the Customer's request.

G. CollectionFrequency
For health and safety purposes, minimum collection frequency for all Solid Waste Handling Customers shall be once per week, in accordance with Section 17331of Title 14, California Code of Regulations. Contractor shall correct any missed collection of a Customer's Solid Waste within three (3) working (waste collection) days of notice thereof unless the next regular collection of such waste is scheduled to occur within three (3) working (waste collection) days of such notice.

H. Diversion Program
(1) The City and Contractor agree that the essential element to meeting state-mandated waste diversion requirements is to develop robust programs and program elements to maximize opportunities for diversion, and to maximize participation in those program elements.

Contractor shall conduct diversion programs in accordance with the City's approved Source Reduction and Recycling Element, including but not limited to programs set forth in Exhibits A and B.
(2) Annually, the Contractor and the City will review the recycling programs being implemented by Contractor for effectiveness toward meeting AB 939 diversion requirements. As determined by the Contractor and City Manager, programs may be modified, added or deleted. Programs proposed for elimination, addition or that require a change in rates, will require approval by the City Council. Contractor will provide information reasonably requested by the City, as necessary to determine the effectiveness of the program(s).
(3) If the City finds that additional programs are necessary to meet any AB 939 required diversion goals the City may require Contractor to provide proposals for additional diversion programs to meet the diversion requirements. Compensation for such additional programs shall be established under the terms of this Agreement as a Change in Service Level Adjustment.

I. Containers
In addition to any requirement Contractor is subject to under its Health and Safety Permit, each container shall be replaced in its proper place in a neat and orderly manner, and any litter spilled from a container by Contractor's employees while emptying a container shall be cleaned up.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

186
200
J. Noise
In addition to any requirement Contractor is subject to under applicable law, Contractor shall not create any noise in excess of what is reasonable and necessary in providing Solid Waste Handling services to its Customers.

K. CollectionEquipment
Contractor shall provide an adequate number of vehicles and equipment to provide the Solid Waste Handling services required under its Franchise Agreement. No vehicle shall be used for the collection and transportation of Solid Waste prior to such initial and/or periodic inspection and approval by the Department of Public Health, Division of Environmental Health Services to the extent required under the Contractor's applicable Health and Safety Permit. (1) All motor vehicles used by Contractor under its Franchise Agreement shall be registered with the Department of Motor Vehicles of the State of California (unless otherwise allowed in writing by the City Manager), shall be kept clean and in good repair, and shall be uniformly painted. In addition, vehicles must be in compliance with the Califomia Air Resources Board requirements and any other applicable state or federal laws and/or regulations pertaining to the operation of Solid Waste handling equipment. (2) Solid Waste collection motor vehicles used in operations under the Franchise Agreement shall be washed at least once every fourteen (14) calendar days. (3) The name and local or toll-free telephone number, and vehicle number, in letters and figures no less than three inches (3") high, shall be visibly displayed on all motor vehicles used by Contractor in operations under this Franchise Agreement.

L. Privacy
Contractor shall strictly observe and protect the rights of privacy of its Customers. Information identi$ing individual Customers or the composition or contents of a Customer's waste stream shall not be revealed to any Person, govemmental unit, private agency, or company, unless as part of a legitimate inquiry by a governmental unit, or as authorized by a court of law or by statute, or upon written authorization ofthe Customer. This provision shall not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of waste characterizationstudies or waste stream analyses which may be required by AB 939, or the City, provided that no such analysis shall identiff any person or connect any person to any particular waste. In addition, Contractor shall not market, sell, convey, or donate to any Person any list with the name or address of Customers except that Contractor may provide such lists to authorized employees and authorized representatives of the City as necessary to comply with this Franchise Agreement.

M. Customer Complaints
Contractor shall respond to Customer complaints whether received directly from Customers, or by Customer through City. Contractor shall designate a government liaison Person responsible for Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

187
201
working with the City to resolve Customer complaints. The name of the liaison Person and a24- hour availability telephone number shall be provided to the City Administrator. Customer complaints shall be resolved in accordance with Section 10.B herein, 'oResolution of Customer Complaints."
N. Property Damaee
(1) Any physical damage caused by the act or omissions of employees, officers, or agents of the Contractor to private or public property resulting from operations under this Agreement shall be promptly repaired or replaced by Contractor at Contractor's sole expense. (2) With respect to driving surfaces, Contractor shall be responsible for damage (excluding normal wear and tear), whether or not paved, resulting from the weight of vehicles providing Solid Waste Handling services on public or private property when it can be demonstrated that such damage is the result of vehicles exceeding speed limits or maximum weight limits set by the State of California or by other negligent operation of vehicles by Contractor's employees.

O. Gratuities
Contractor shall not, nor shall it permit any officer, agent, or employee employed by it, to request, solicit or demand, either directly or indirectly, any gratuity for services authorized or required under its Agreement.

P. Unlawful Discrimination
In performing the Solid Waste Handling services under its Franchise Agreement, and in exercising the rights and privileges granted thereunder, Contractor shall not unlawfully discriminate for or against any Person on the ground ofrace, sex, age, creed, color, religion or national origin.

Q. Laws and Licenses
Contractor shall comply with all federal, state, and City laws, ordinances, rules, and regulations applicable to the performance of the Solid Waste Handling services provided under this Franchise Agreement and shall obtain and maintain in full force and effect all licenses and permits necessary to perform such services throughout the term of this Franchise Agreement.

R. Services During Strikes. Lockouts or Other Labor Disturbances In the event of labor strikes, lockouts, or other labor disturbances, Contractor and City agree to cooperate fully in developing and implementing contingency plans for the continued collection and handling of Solid Waste in order to safeguard public health and avert imminent and substantial threats to public health and safety. Without limitation, these cooperation efforts may include prioritizing the collection of Solid Waste from certain businesses in order to control the accumulation of Solid Waste that may lead to more immediate threats to public health such as putrescible waste, sewage sludge, and manure or other animal waste.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

188
202
SECTION 7. ERSHIP OF SOLID WASTE INCLUDI NG RECYCLABLE

MATERIALS
By operation of this Agreement, ownership and the right to possession of all Discarded Materials shall be transferred to Contractor from the Person discarding the materials (Customer and/or Generator) once such materials are placed in Containers and properly placed for Collection. If Prohibited Container Contaminants are found in Containers set out for Collection, the materials shall be considered not properly placed for Collection, and Contractor shall have the right to reject Collection of the contaminated Containers, and the ownership of materials shall remain with the Person discarding the materials (Customer and/or Generator). Except as required in the City's sole discretion for law enforcement purposes, at no time shall the City obtain any right of ownership or possession of Discarded Materials placed for collection and nothing in this Agreement shall be construed as giving rise to any inference that City has such rights.

SECTION 8 - WASTE DELIVERY DESIGNATION
City reserves the right to designate the disposal facility to which Contractor shall deliver Solid Waste generated within City and collected by Contractor pursuant to this Agreement. This designation, when made, shall be subject to the following:

A. Solid Waste that Contractor determines to be suitable for Processing or green composting may be delivered by Contractor to a Materials Recovery Facility or waste processing facility selected by Contractor, and only the Residual Solid Waste resulting from Processing will be subject to the waste delivery designation.

B. If the City Manager or his/her designee directs Contractor to deliver residual Solid Waste collected pursuant to this Agreement to a Solid Waste Facility that is different from the facility Contractor is then using for the disposal of such waste, or in amounts that are different than the amount that Contractor is currently delivering to that facility, and this direction results in increased operating costs to the Contractor, Contractor shall be entitled to a corresponding rate adjustment to fully compensate Contractor for the increased costs.

SECTION 9 - INDEMNIFICATION AND INSURANCE. AND PERFORMANCE BOND A. Indemnification of City
(1) Indemnity for Professional Liability: When the law establishes a professional standard of care for Contractor's Services, to the fullest extent permitted by law, Contractor shall indemnifu, protect, defend, and hold harmless City and any and all of its officials, employees and agents from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel's fees and costs but only to the extent the Contractor (and its subcontractors), are responsible for such damages, liabilities and costs on a comparative basis of fault between the Contractor (and its Subcontractors) and the City in the performance of professional services under this agreement.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

189
203
(2) Indemnity for Other Than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnifu, defend, and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or City for which Contractor is legally liable, including, but not limited to officers, agents, employees, or subcontractors of Contractor.

B. CalRecycle Indemnification
Contractor's duty to defend and indemniff herein includes payment of all fines and/or penalties imposed by CalRecycle, subject to the restrictions set forth in Public Resources Code Section 40059.1, if the requirements of AB 939, AB 341, AB 1826, and/or SB 1383 and corresponding regulations are not met by the Contractor with respect to the Discarded Materials Collected under this Agreement, and such failure is: (i) due to the failure of Contractor to meet its obligations under this Agreement, or, (ii) due to Contractor delays in providing information that prevents Contractor or City from submitting reports required by AB 939, AB 341, AB 1826, andlor SB 1383 and corresponding regulations in a timely manner.

C. Hazardous Waste Indemnification
Without limiting the generality of the foregoing, if Contractor has negligently or willfully acted or failed to act with respect to the collection, handling or transportation of Hazardous Waste, Contractor shall indemnifu, defend with counsel approved by City, protect and hold harmless the City and its respective officers, employees, agents, volunteers, assigns, and any successor or successors harmless from and against all claims, actual damages (including, but not limited to, special and consequential damages), natural resources damage, punitive damages, injuries, costs, response remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, and expenses (including, but not limited to, attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its respective officers, employees, agents, or Contractors arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste as to which Contractor has negligently or willfully acted or failed to act with respect to its collection, handling or transportation at any place where Contractor stores, handles, transports or disposes of Solid Waste pursuant to this Franchise Agreement. The foregoing indemnity does not extend to liability arising from de minimis amounts of household hazardous waste that Customers may place in solid waste receptacles, and excludes liability arising from City's decision to exercise its waste delivery designation rights under Section 8 of this Agreement. The foregoing indemnity is intended to operate and shall operate as an agreement pursuant to Section 107(e) of the Comprehensive Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

190
204
Environmental Response, Compensation and Liability Act, "CERCLA", 42 U.S.C. Section 9607(e) and California Health and Safety Code Section25364, to insure, protect, indemniff, and hold the City harmless from liability.

D. Insurance Requirements
Without limiting the City's right to obtain indemnification from the Contractor or any third-parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement.
(l) Commercial General Liability
a. Contractor shall maintain commercial general insurance with coverage atleast as broad as Insurance Services Office form CG 00 01, in amount not less than five million ($5,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Contractor's general liability policies shall be primary and shall not seek contribution from the City's coverage, and be endorsed using Insurance Services Office form CG 20 l0 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent) is also required.
b. Any failure to comply with reporting provisions of the policies by Contractor shall not affect coverage provided the City.
c. Coverage shall state that Contractor insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liabilitv.
d. Coverage shall contain a waiver of subrogation in favor of the City. (2) Business Automobile Liability
Contractor shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 0l (or equivalent) with a limit of no less than five million dollars ($5,000,000) per accident.
(3) Workers' Compensation and Employers' Liability
Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employers' Liability Insurance with limits of at least one million dollars ($1,000,000).

Contractor shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

191
205
(4) Pollution Liability Insurance
a. Pollution Coverage shall be provided for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than two million dollars ($2,000,000) per claim. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.
b. The policy shall be endorsed to include the City, its officers, employees, and agents as insureds.
(5) All Coverages
a. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled or reduced in limits except after thirty (30) days' prior written notice has been given to the City, except that ten (10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.
c. Evidence of Insurance - Prior to commencement of work, the Contractor shall furnish City with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. The Contractor must agree to provide complete, certified copies of all required insurance policies if requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. e. Subcontractors and Consultants - A category of risk and the applicable insurance requirements will be determined on a "per subcontractor" or "per consultant" basis, considering the particular work to be done by the subcontractor or consultant and the interrelationship of that work to other work being conducted by the Contractor.

E. Notice of Cancellation or Chanee
For each insurance policy required under this Agreement, the Contractor shall provide to the City, or ensure that the policy requires the insurer to provide to the City, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the City not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the City not less than 30 days in advance of cancellation Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

192
206
or change. The City in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement.

F. Performance Bonds or Other Securitv
Contractor shall furnish to the City without additional charge a corporate surety bond, a letter of credit or other security device acceptable to the City, as security for performance under this Franchise Agreement (collectively "Security"). The amount of the Security shall be the lesser of one month's expected Gross Receipts Less Disposal Charges, or Two Hundred Fifty Thousand Dollars ($250,000.00). Adequate proof of the existence of the Security shall be provided (e.g., a certificate from the surety showing that the bond premiums have been paid in full shall accompany the bond and each renewal thereof). The surety on the bond, the bank on which the letter of credit is drawn and the surety for any other Security device shall be a company acceptable to the City and shall be authorized to do business in the State of California.

G. Modification
The requirements of this Section 9 may be modified or waived in writing by the City upon the request of Contractor, provided the City reasonably determines such modification or waiver is in the best interest of City and of the public welfare, considering all relevant factors, including acceptable financial guarantees provided by Contractor or by a parent company of Contractor.

H. Survival
The terms of this Section 9 shall survive the termination of this Agreement.

SECTION 1O . FAILURE TO PERFORM AND REMEDIES
The rights of the Contractor and City upon the failure of either to perform as required under this Agreement shall be as provided below:

A. Administration. Enforcement and Remedies
(l) If the City Manager determines at any time that (i) Contractor has failed, refuses or is unable to perform the Solid Waste Handling services authorizedhequired in this Franchise Agreement or (ii) that Contractor's performance is not in conformity with the provisions of the Franchise Agreement, or applicable federal, state, or local law or regulation, including but not limited to the laws governing collection, transfer, storage and/or disposal of Solid Waste, the City Manager will notifr Contractor in writing of such deficiencies ("Notice of Defi ciency").

The Notice of Deficiency may provide a reasonable time within which correction of all noted deficiencies is to be made. Unless a shorter or longer period of time is specified in the notice of deficiency sent by the City Manager, a reasonable time for correction shall be thirty (30) days from the receipt by the Contractor of such written notice. Ifthe Contractor cannot reasonably correct or remedy a noted deficiency within the time period specified in Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

193
207
the Notice of Deficiency, Contractor shall notifu City immediately to seek a a reasonable period for correction. If Contractor immediately commences to correct or remedy such deficiency within the time set forth in the Notice of Deficiency or an alternative period approved by City and diligently pursues such correction or remedy, Contractor shall not be deemed to have failed to correct or remedy the Notice of Deficiency. The Parties agree that while uncured defaults of material provisions of the Agreement or performance/non- performance which presents an imminent and substantial threat to public health and safety should result in termination of the Agreement, minor breaches or defaults should be the subject of liquidation damages in the amount of $250.00 for each day of the breaches or defaults as forth herein. For purposes of this section, assessment of liquid damages totaling more than Ten Thousand dollars and zero cents ($10,000.00) in any twelve (12) month period shall be deemed a material breach. The maximum level of liquidated damages shall be adjusted each year utilizing the same COLA adjustment process utilized to update the Contractor's Fee Schedule.
(2) The City Manager shall review the Contractor's response to the Notice of Deficiency. If the City Manager determines that the Contractor has not cured the deficiency, or if there is no cure period provided in the Notice of Deficiency given the nature of the deficiency, the City Manager shall either:

Refer the matter directly to the City Council for decision pursuant to subsection (4) of this Section l0A; or
(a) Decide the matter and notiff the Contractor of that decision, in writing. (i) The decision of the City Manager may be to terminate the Franchise Agreement or may be to impose some lesser sanction;
(ii) The decision of the City Manager shall be final and binding on Contractor unless the Contractor files a "Notice of Appeal" with the City Manager within thirty (30) days of receipt of the City Manager's decision. The Notice of Appeal shall be in writing, shall contain a detailed and precise statement of the basis for the appeal. (iiD Within fourteen (14) working days of receipt of a Notice of Appeal, the City Manager shall refer the appeal to the City Council for proceedings in accordance with subsection (3) of this Section l0A.
(3) Should the City Manager refer the Notice of Deficiency to the City Council in the first instance, or if the matter reaches the City Council pursuant to a Notice of Appeal, the City shall set the matter for hearing.
(a) If the City Council sets the matter for hearing:
(D The City shall give Contractor, and any interested person requesting the same, fourteen (14) days written notice of the time and place of the hearing. At the hearing, the City shall consider the report of the City Manager indicating the dehciencies, and shall give the Contractor, or its representatives and any other interested person, a reasonable opportunity to be heard.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

194
208
(iD Based on the evidence presented at the public hearing, the City Council shall decide the appropriate action to be taken. If, based upon the record, the City determines that as noted in the Notice of Deficiency the Contractor's performance of the Solid Waste Handling services authorized/required in this Franchise Agreement, are not in conformity with the provisions of the Franchise Agreement, or constitute a material violation of applicable federal, state, or local law or regulation, including but not limited to the laws governing collection, transfer, storage and/or disposal of Solid Waste, then the City Council may terminate this Franchise Agreement forthwith if it determines that an imminent and substantial threat to public health and safety has been created as a result of Contractor's deficiency, or impose such lesser sanction not involving termination or a forfeiture of or reduction in Term, as it deems reasonably appropriate. The decision of the City Council shall be final and conclusive. (4) Contractor's performance under this Franchise Agreement is not excused during the period of time prior to the City Manager's or the City Council's final determination, as the case may be, regarding the validity of, and appropriate response to, the deficiencies noted in the Notice of Deficiency.
(5) In the event Contractor: (i) has received a Notice of Deficiency and fails to perform Solid Waste Handling services; or (ii) has had its Franchise Agreement terminated; the City, reseryes the right, in addition to all other rights available to the City, to take any one or combination of the following actions:
(a) To rent or lease from Contractor, at its respective fair and reasonable rental value, all or any part of the Contractor's equipment (including collection containers utilized by Customers and office equipment and billing programs), utilized by Contractor in providing the Solid Waste Handling services required under this Franchise Agreement.

The City may rent or lease such equipment for a period not to exceed six (6) months, for the purpose of performing the Solid Waste Handling services, or any part thereof, which Contractor is (or was), obligated to provide pursuant to its Franchise Agreement.

The City may use saidrented equipmentto directly perform such Solid Waste Handling service or to assign it to some other Contractor or Person to act on the City's behalf.

Contractor shall be held responsible for the costs to ensure the City or its assignee from all liability resulting from the operation of Contractor's equipment. In the case of equipment not owned by Contractor, Contractor shall assign to the City, to the extent Contractor is permitted to do so under the instruments pursuant to which Contractor possesses and uses such equipment, the right to possess and use the equipment. (b) As used in this subsection, "reasonable rental value" means the rate for such equipment as listed in the State Division of Transportation publication, "Labor Surcharge and Equipment Rental Rates," in effect at the time the City leases the equipment. If a particular piece of equipment is not listed in said publication or if said publication is not current, the reasonable rental value may be established by the City Manager by any equitable alternative method.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

195
209
(c) If the City exercises its rights under this subsection, the City shall pay or owe Contractor the reasonable rental value of the equipment so taken for the period of the City's possession thereof. The City may offset any amounts due to Contractor pursuant to this provision against any amounts due to City from Contractor. (d) All revenues owed by Customers which are attributable to services performed by or at the direction ofthe City during City's assumption of Contractor's Solid Waste Handling duties shall be billed by and paid to the City. To the extent Contractor receives such revenue after City's assumption of Contractor's Solid Waste Handling duties, Contractor shall pay such revenue to City promptly after receipt thereof (or promptly after City has performed the services related to such revenue, if the revenue was received by the Contractor prior to the City's assumption of duties) and Contractor shall be deemed to have assigned to City all of Contractor's right and interest to any such revenues.
(6) The City rights set forth in this Section 10A are in addition to, and not in limitation of, any other powers or rights available to the City upon failure of Contractor to perform its obligations under this Franchise Agreement. Further, by entering into this Franchise Agreement, Contractor acknowledges that its violation of the terms of this Franchise Agreement shall cause the City to suffer irreparable injury and damages sufhcient to support injunctive relief to enforce the provisions of the Franchise Agreement, and to enjoin the breach thereof.

B. Resolution of Customer Complaints
Procedures for resolution of complaints and other disputes shall be as follows (1) Contractor agrees to use its best efforts to resolve all complaints received by close of business day of the second working (waste collection) day following the date on which such complaint is received.
(2) Contractor shall maintain records listing the date of Customer complaint, the name, address, and telephone number of Customer, the nature of the complaint or request, nature of how complaint resolved including date.
(3) Service complaints shall be the responsibility of Contractor, regardless of whether received by City and forwarded to Contractor or received directly by Contractor. Contractor to provide a dedicated phone line for Sanger residents for complaints regarding residential and commercial service.
(4) A Customer dissatisfied with Contractor's decision regarding a complaint may ask the City Manager to review the complaint. To obtain this review, the Customer may request City review within thirty (30) days of receipt of Contractor's response to the complaint, or within forty-five (45) days of submitting the complaint to the Contractor, if the Contractor has failed to respond to the complaint. The City Manager may extend the time to request the City's review for good cause.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

196
210
(5) Before reviewing the complaint, the City Manager shall refer it to the Contractor. If the Contractor fails to cure the complaint within ten (10) days after such referral, the City Manager shall review the complaint and determine if further action is warranted. The City Manager may request written statements from the Contractor and Customer, or oral presentations or both written and oral presentations.
(6) The City Manager shall determine if the Customer's complaint is justified, and if so, what remedy, if any, shall be applied. The remedy provided to the Customer under this Section shall be limited to a refund of Customer charges related to the period of violation of any of the terms of the Code or of the breach of any term of this Franchise Agreement. In addition to any other remedy of City contained in this Agreement, City may impose liquidated damages of up to one hundred dollars ($100.00) payable to the City for any single event or series of related events, or actual damages as demonstrated during the resolution procedure. (7) The City Manager may delegate the duties under this Section to a designee. The decision of the City Manager or a designee shall be final on any matter of five hundred dollars ($500.00) or less. In the event of a decision on a matter awarding more than five hundred dollars ($500.00), Contractor may seek review pursuant to the Notice of Appeal procedure contained in Section l0A(3) of this Agreement.

SECTION 11 . FRANCHISE TRANSFER
The rights of the Contractor in regard to the transferability of its Franchise shall be as set forth below:

A. Neither this Franchise Agreement nor any right or privilege granted in this Agreement shall voluntarily or involuntarily be transfered, sold, hypothecated, sublet, assigned or leased, in whole or in part, nor shall title thereto, either legal or equitable, or any right, interest, or property therein (all collectively referred to herein as "transfer" ), pass to or vest in any Person, except the Contractor, either by act of the Contractor or by operation of law, without the prior written consent of the City. Any attempt by Contractor, or by operation of law, to transfer this Franchise Agreement without the prior written consent of the City shall be void.

B. This Franchise Agreement shall terminate on any Change in Ownership of Contractor, unless such Change in Ownership has been consented to, in writing, by the City prior to the effective date of such Change in Ownership.

C. The City shall review a request by Contractor that the City approve a transfer of all or part of Contractor's interest in this Franchise Agreement, or that the City consent to a Change in Ownership of Contractor, using such criteria as it deems necessary including, but not limited to, those listed below. The City shall not unreasonably withhold its consent to the transfer of this Franchise Agreement or to any Change in Ownership of Contractor.

Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

197
211
D. If the Contractor requests that the City consider and consent to a transfer or a Change in Ownership of Contractor, the Contractor or the proposed transferee, as applicable, shall at a minimum meet each of the following requirements:
(1) The Contractor shall pay the City its reasonable expenses for attorney's fees and investigation costs necessary to determine the suitability of any proposed transferee or proposed new owners, and to review and finalize any documentation required as a condition for approving any such transfer or Change in Ownership, up to a maximum of fifty thousand dollars ($50,000.00).
(2) The Contractor shall furnish the City with independently audited financial statements of the proposed transferee's operations for the immediately preceding three (3) operating years.
(3) The Contractor shall furnish the City with satisfactory proof:
(a) that the proposed transferee or the proposed management of the Contractor under the proposed new owner has at least three (3) years of solid waste management experience ofa scale equal to or exceeding the scale ofoperations conducted by Contractor under this Agreement;
(b) that in the last five (5) years, the proposed transferee or any company managed by the proposed new owner (or by the proposed management of the Contractor under the proposed new owner) has not received any citations, Notice of Violations or other censure from any federal, state or local agency having jurisdiction over its waste management operations due to any failure to comply with state, federal or local waste management laws, where such failure either: (i) evidences a pattern of disregard for such state, federal or local waste management laws; or (ii) involves actions which endangered the lives or property of any Person. Contractor shall supply the City with a complete list of such citations, Notices of Violations and censures, if any; (c) that the proposed transferee or any company managed by the proposed new owner (or by the proposed management of the Contractor under the proposed new owner) has at all times conducted its operations in an environmentally safe and conscientious fashion; (d) that the proposed transferee or any company managed by the proposed new owner (or by the proposed management of the Contractor under the proposed new owner) conducts its solid waste management operations in accordance with sound waste management standards and practices and in full compliance with all federal, state and local laws regulating the collection and disposal of waste; (e) of the adequate financial strength of proposed transferee or of the Contractor under the proposed new ownership; and
(f) of the ability of the proposed transferee or of the Contractor under the proposed new ownership to obtain and maintain required insurance and bonds.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

198
212
SECTION 12 - REPORTS
Contractor shall provide the City Manager with such reports and information and make its records available for review as provided below:

A. General
(1) Contractor shall keep, and, maintain, and furnish copies of such operating records and reports as may be requested by the City to ascertain compliance with this Agreement, and support requests for a Fee adjustment. Such records may include, but are not limited to, Contractor's records containing the underlying financial and operational data relating to its basis for, and computation of all costs associated with, providing the services required of it under this Franchise Agreement. The City reserves the right to request that additional information be provided to it, as necessary to ascertain compliance with this Agreement or facilitate its review of a requested rate adjustment, including but not limited to the AB 939 and SB 1383 reporting requirements. City and Contractor agree that Contractor's hnancial data and operational records shall be open to inspection and review by City at all times, but may be confidential with respect to third Parties under the Public Records Act. (2) All information required to be kept, maintained or fumished to the City shall be maintained a minimum of five (5) years after the entry of the most recent item therein; (3) The Contractor's financial and accounting records required to be maintained under the provisions of this Agreement shall be maintained on an accrual basis in accordance with the most current edition of Generally Accepted Accounting Principles published by the American Institute of Certified Public Accountants. Unless inconsistent with Generally Accepted Accounting Principles, Gross Receipts must be recorded as revenues. All such records are to be treated as the private, confidential and proprietary information of Contractor, which are not public records subject to disclosure, except shall be made available to the City consistent with this Section.

B. Reportins Requirements
During the term of this Franchise Agreement, Contractor shall submit to the City quarterly, and more often if required by law, written information reasonably required by City to meet its reporting obligations imposed by AB 939 and SB 1383, as amended, and regulations implementing AB 939 and SB 1383, in a manner approved by the City. Contractor agrees to submit such reports and information in a format compatible with City's computers if reasonably requested by the City.

Contractor agrees to render all reasonable cooperation and assistance to the City in meeting the reporting requirements of the City's source reduction and recycling element and non-disposal facility element including but not limited to the following requirements. (1) Annual and Quarterly reports shall be submitted in hard copy, based on City format, unless otherwise directed by the City.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC Page22 of 45
199
213
(2) The Quarterly report for the period between the Effective Date and the end of the 2024 calendar year shall serve as the Quarterly report and Annual report for calendar year 2024 only. Beginning with calendar year 2025, Annual reports to the City shall be due by February 15th of the following year, and shall include:
(a) Account data, including the number of accounts, amount (in tons) and type of material collected, amount and types of material moved through Contractor's Transfer Station, amount and types of material recycled, processed or otherwise diverted from landfill disposal, and Customer count by type of service; (b) Public education and information activities undertaken during the year, including distribution of bill inserts, number of issued collection notification tags, community information and events, and newsletters;
(c) Review of the number and type of complaints received during each quarter, their resolution, and the time required for resolution.
(3) Quarterly reports shall be submitted forty-five (45) days following the end of each calendar quarter, beginning with the fourth quarter of 2024. The quarterly reports shall include:
(a) Amount (in tons) and type of material collected;
(b)
(c)
(d)
(e)
Amount and types of material deposited in the Solid Waste Facility; Amount and types of material recycled, processed or diverted; Customer complaint log for complaints received during the quarter; Summary assessment of services, md identification of impediments to meeting service requirements.

SECTION 13 . COMPENSATION
A. Compensation
(1) Billing and Payment.
(a) All requests for service or for changes in service shall be processed by City and promptly reported to Contractor. City shall provide billing services to all residential, commercial and industrial Customers who receive service pursuant to this Agreement, except that Drop Box services will be billed and collected by Contractor. (b) On a monthly basis, City shall remit to Contractor the full amount for services provided, at the Fees set forth on Exhibit "D." The monthly compensation payment to Contractor shall be paid by City within thirty (30) days of the end of the applicable billing cycle.

The Fees paid to Contractor are exclusive of rates collected from Customers by City Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

200
214
for billing and Customer services provided by the City, contract management, enterprise fund management, and Franchise Fees. The Parties acknowledge City's right to add and retain such rates.
(c) For Drop Box service billed by Contractor, the Franchise Fee at the time of signing this Agreement shall be l5Yo of all sums collected by Contractor from Drop Box Customers.

This is payable to City monthly, either by remittance from Contractor, or, if by mutual agreement, by netting the amount paid to Contractor by City. (d) Each Party's accounting and billing shall be accurate and complete. Either Party may request and be entitled to review the other Party's accounting and billing related to this Agreement.
(2) Contractor's Fees.
(a) The ExhibitooD" Fees Paid by City will apply at the beginning Marchl,2025, and are subject to adjustment as set forth elsewhere herein. The Fees in place between the Effective Date and March I, 2025, shall be the Fees in place between City and Contractor as of the Effective Date.
(b) The Parties acknowledge their understanding that the Exhibit "D" Fees Paid by City are the amounts that Contractor will be paid by the City for the services it is providing under this Agreement and are not reflective of the total charges that City will bill to Customers. The City expressly reserves the right to charge Customers whatever rates it deems reasonable or appropriate, and the actual charges to a Customer will include additional amounts, over and above the amount that will be paid to Contractor, to cover such administrative, franchise, finance, collection or other fees as the City determines proper.
(c) If no Fee has been established for a particular service provided by Contractor, then Contractor and City shall mutually agree on an appropriate Fee for that service or service level.
(d) If no rate has been established for a service provided by and billed directly by Contractor, then Contractor shall determine with Customer the appropriate charge, subject to City approval. Contractor shall promptly notiff City of any new Contractor- direct rates to be billed by Contractor directly to Customers. (3) The Exhibit "D" Fees Paid by City are inclusive of all Solid Waste handling services to be provided, including collection, transportation, processing, composting, disposal, SB 1383 compliance as defined herein, cart and bin costs, and costs associated with moving bins from standard enclosures such distance as is reasonably necessary to empty them (but not including costs associated with moving bins beyond such distance in unusual circumstances or due to special requests by Customers). No other charges shall be imposed by Contractor for such services unless approved by City.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC Page24 of 45
201
215
B. Adiustment to Fees Paid to Contractor
The following annual and special adjustments shall be made to the Fees provided for in this Franchise Agreement. This agreement presumes that eighty percent (80%) of the Fees are attributable to Contractor's services ("Service Component"), and twenty percent (2}%)thereof are attributable to the cost of disposal ("Disposal Component"). Subsection (1) addresses the Service Component based on the COLA, and Subsection (2) addresses the Disposal Component. The Service Component is calculated annually. The Disposal Component is calculated upon a change in Solid Waste Disposal Fees incurred by Contractor.
(1) Service Component: Annual Cost of Living Adjustment (COLA) The annual COLA adjustment shall be effective July l, 2025, and each July 1 thereafter.

Fees paid to Contractor shall be annually adjusted upwards by adding 80 percent of the cost-of-living adjustment (COLA) to the then current Fee. Specifically, the COLA shall be based on the annual rate of increase in the Consumer Price Index (CPI) for the San Francisco-Oakland-Hayward, CA, multiplied by 80 percent.

An example of the CPI calculation for July 1, 2021, is shown below:

Annual CPI-U 2019
Annual CPI-U 2020
Change:
295.004
300.084

5.080
o/o Increase: 1.38%:5.080 +295.004 x 0.80 xl00zo
Accordingly, the annual COLA based on 80% of the CPI increase is 1.38%. (2) Disposal Component: Solid Waste Facility Fee Adjustment The Solid Waste Facility Fee Adjustment shall be effective March 1,2026, for solid waste adjustments that occur on or after that date. It shall pass through one hundred percent (100%) of any increase or decrease in the fee charged to the Contractor and shall be effective as of the date of the change of such fee. As an example, using the increase in Solid Waste Facility Fee for July 1, 2021, compared to the fee in place July 1,2020, the factor to be applied to all Fees is:
2021 fee:
2020 fee:

Increase
$23.64 per Ton
-23.06
$0.58 per Ton
The increase, expressed as a percentage:
$0.58 I $23.06 x l00Yo : 2.5lVo
The increase, applied to the Disposal Component:

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

202
216

2.51% x 0.20 :0.50Yo
From the examples, assuming both increases happened simultaneously, the total Fee increase is then determined by adding the COLA increase to the Disposal Component increase:

1.38% + 0.50%: 1.88%
(3) Annual Fee Increase Not To Exceed Five Percent Per Year In the event the Fee increase calculation (COLA plus Solid Waste Facility Fee Adjustment) is greater than 5.0o/o in any one year, the adjustment to Fees shall be 5.0% for that year and any amount above 5.0% shall be carried and added to any subsequent years' adjustment until such time there is no carryover. The annual adjustment (COLA plus Solid Waste Facility Fee Adjustment) applied to the Fees shall not exceed 5.0%o in any one year. (4) Extraordinary Adjustment
The Parties acknowledge that there may be infrequent extraordinary events which, although they do not prevent either Party from performing, and thus do not implicate the Force Majeure provisions hereof, nevertheless increase the cost of providing service such that Contractor's compensation and the Fee adjustment mechanism provided in this Agreement result in Contractor's suffering losses which are substantially outside the commercially reasonable expectations of the Parties. The obligation of the Parties in such event is to act reasonably toward each other in arriving at an appropriate adjustment in Fees.

Accordingly, at its option, Contractor may apply to the City at any time, but not more frequently than once annually, for an extraordinary Fee adjustment should an event or circumstance arise that is not the result of a Change in Law or Change in Service Level which negatively impacts the economic operation of Contractor and which is in excess of the Fee adjustment resulting from the application ofthe annual adjustment formula set forth above. An Extraordinary Adjustment in Fees will be deemed justified if it is necessary for the Contractor to make a substantial change in its operations, or substantial capital expenditure or investment to perform its obligations under this Agreement due to the occuffence of an event or circumstance other than a Change in Law or Change in Service Level which is beyond the reasonable control of Contractor. In the event of such an application for an extraordinary Fee increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable satisfaction of City the basis for the extraordinarily increased cost.
(5) Franchise Fee Adjustment
The Franchise Fee adjustment shall be the pass through of one hundred percent (100%) of any increase or decrease in the Franchise Fee, and shall be effective as of the date the Franchise Fee increase or decrease is payable by the Contractor. This adjustment applies Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

203
217
to Drop Box (Roll off) or other services billed directly by the Contractor. This means that the Contractor may add the Franchise percentage on top of Fees Contractor bills directly to Customers to then remit the Franchise percentage to the City. (6) Change in Service Level Adjustment
(a) The Fee shall be increased (or decreased) by one hundred percent (100%) of the increase (or decrease) or incremental increase (or incremental decrease), as the case may be, in the demonstrable costs (i.e., on any direct or indirect cost, whether fixed or variable) associated with the change in the level of the Solid Waste Handling services which may be required of, or agreed to by, Contractor. A Change in Service Level Adjustment shall be effective on and after the actual date of the requirement to or agreement to change operations which results from the change in service, but, absent the consent of the City Manager, not sooner than the effective date of the change in service. In no event shall any Change in Service Level Adjustment be effective prior to the City's approval of an amendment to the Franchise Agreement. (b) In the event that the City Manager and the Contractor claiming to be affected by the change in service level cannot agree on either the existence, or the effect on demonstrable costs, of a change in service level, the dispute resolution provisions of Section 13C shall apply.
(7) Change in Law Adjustments
(a) The Fees shall be increased (or decreased) by one hundred percent (100%) of the increase (or decrease) or incremental increase (or incremental decrease), as the case may be, in the demonstrable costs (i.e., on any direct or indirect cost, whether fixed or variable) associated with the change in the manner or nature of conducting Solid Waste Handling services required by a Change in Law. A Change in Law Adjustment shall be effective on and after the actual date of the change in operations which resulted from the Change in Law, but, absent the consent of the City Manager, not sooner than the effective date of the Change in Law. In no event shall any Change in Law Adjustment be effective prior to the City's approval of an amendment to the Franchise Agreement. (b) In the event that the City Manager and the Contractor claiming to be affected by the Change in Law cannot agree on either the existence, or the effect on demonstrable costs, of a Change in Law, the dispute resolution provisions of in Section 13C shall apply.

C. Disoute Resolution Adiustment to Fees
(1) In the event a dispute regarding any Change in Service Level Adjustment or Change in Law Adjustment provided above in subsections B5 and B6 of this Section 13, the Parties agree to participate in non-binding mediation conducted by a mutually agreed-upon impartial mediator. The mediator will assist in resolving the dispute as to either or both:
(i) the existence of a Change in Service Level or a Change in Law; and/or (ii) the effect Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC Page27 of45
204
218
on the Contractor's demonstrable costs of a Change in Service Level or a Change in Law.

The cost of the expert shall be borne equally by the Contractor and the City. (2) Any dispute regarding the current rate schedule or Fee adjustments (except those disputes related to a Change in Service Level Adjustment or Change in Law Adjustment) described in C 1 above shall be decided by the City Manager within ten (10) working days after receipt of a written statement from the Contractor of the nature and basis of the dispute with a request that it be resolved by the City Manager. Contractor shall have the right to appeal the City Manager's decision in writing to the City Council within thirty (30) days after the City Manager has given the Contractor written notice of the decision. Such appeal shall conform to the appeal provisions set forth in Section 10 of this Agreement in respect to the form of the Notice of Appeal, the time limits for processing the appeal, and the amount of Fees, if any, connected therewith. The City Council may consider the appeal or refer said appeal to a hearing officer as provided in Section 10.1 of this Agreement. (3) The most recent Fees approved by the City Manager in effect at the time a dispute is submitted to either the expert or City Manager, as the case may be, shall remain in effect pending resolution of such dispute. The effective date of any dispute resolution, whether retroactive or prospective, shall be determined by the mediator, the City Manager, the City Council or a hearing officer, as appropriate.

D. Notice to Customers Regarding Certain Adjustments
No Change in Service Level Adjustment increase or Change in Law Adjustment increase that applies to five hundred (500) or more Solid Waste Handling Service Customers or to Customers cumulatively generating one thousand five hundred (1,500) or more cubic yards of Solid Waste per month may be implemented until City has provided mailed notice of such adjustment increase not less than ten (10) days prior to the date upon which such adjustment increase commences.

E. Discontinuance of Service
Contractor may discontinue service for non-payment of Customer's billing (when directed by City for accounts billed by City, or in the event of non-payment by a Customer billed by Contractor), or Customer's failure to substantially comply with the requirements of the applicable provisions of state or local law which govem use, storage and collection of Solid Waste in accordance with this Agreement.

SECTION 14. FORCE MAJEURE
Contractor shall not be in default under this Agreement in the event that the services provided by the Contractor are temporarily intemrpted or discontinued for any of the following reasons: riots, wars, sabotage, acts of terrorism, civil disturbances, insurrection, explosion, pandemics, quarantines, acts of God, acts of govemment or govemmental restraint, and natural disasters such as floods, earthquakes, landslides, and fires, severe weather or other catastrophic events which are beyond the reasonable control of Contractor and which Contractor could not reasonably be expected to have prevented or controlled. Catastrophic events do not include the financial inability Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

205
219
of the Contractor to perform or failure of the Contractor to obtain any necessary permits or licenses from other governmental agencies or the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the Contractor. sEcTtoN 15 - OT ER PROVISIONS
A. IndependentContractor
Contractor is an independent Contractor and not an officer, agent, servant, or employee of City.

Contractor is solely responsible for the acts and omissions of its officers, agents, and employees, if any. Nothing in this Franchise Agreement shall be construed as creating a partnership or joint venture between City and Contractor. Neither Contractor nor its officers, agents, or employees shall obtain any rights to retirement or other benefits which accrue to City employees.

B. Right to Pass
Contractor shall have the right to enter or drive on any private street, court, place, easement, or other private property for the purpose of providing Solid Waste Handling services pursuant to its Franchise Agreement, so long as it is not in receipt of a written notice revoking permission to pass.

C. Compliance with Sanger City Code
Contractor shall comply with provisions of the Code that are applicable to operations hereunder, and with any and all amendments to such provisions during the Term of this Agreement.

D. Notices
Any notice, information, request or reply ("Notice") required or permitted to be given under the provisions of this Agreement shall be in writing and shall be given or served personally, by mail, or by email. If given or served by mail, such Notice shall be deemed sufficiently given if: (l) (i) deposited in the United States mail, certified mail, return receipt requested, postage prepaid, or (ii) sent by overnight service provided proof of service is available; and (2) addressed to (i) the Contractor at its most recent address of record with the Department or (ii) to the City Manager at the then-current address of the Department, as the case may be. If given by email, such Notice shall be deemed sufficiently given if the receiving Party confirms receipt. The addresses of the Parties at the time of signing this Agreement are:

To City Attn: City Manager
City of Sanger
1700 7th Street
Sanger, CA 93657
To Contractor: Attn: Joseph Kalpakoff
Mid-Valley Disposal, LLC
15300 West Jensen Avenue
Kerman, CA 93630
Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

206
220
Either Party may from time to time designate by Notice to the other given in accordance with this Section. Notice shall be deemed effective on the date personally served or, if mailed, three (3) business days from the date such notice is deposited in the United States mail, or if by facsimile transmission, upon receipt of confirmation of delivery which confirmation may be transmitted by the same means. Service by facsimile transmission shall not be effective unless the original of the document being served is deposited in the United States mail, postage prepaid, within twenty-four (24) hours after the facsimile transmission has been confirmed. Emails shall be deemed effective upon confirmation of receipt.

E. Exhibits Incorporated
Exhibits A through D are attached to and incorporated in this Agreement by this reference as if fully set forth.

F. Laws and Licenses
City and Contractor shall comply with all federal, State, and City laws, ordinances, rules, and regulations applicable to the performance of the services hereunder and Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement all licenses and permits necessary to perform the services hereunder.

G. Waiver
No waiver by either Party of any one or more defaults or breaches by the other Party in the performance of this Agreement shall operate or be construed as a waiver of any already established or future defaults or breaches, whether of a like or different character or degree.

SECTION 16 . SEVERABILITY
If any non-material provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity and enforceability of any of the remaining provisions of this Agreement.

SECTION 17 - ENTIRE AGREEMENT: AMENDMENT
This Agreement and its incorporated Exhibits constitute the entire agreement between the Parties concerning the subject matter hereof and supersede any and all other communications, representations, proposals, understandings or agreements, either written or oral, between the Parties hereto with respect to such subject matter. This Agreement may not be modified or amended, in whole or in part, except by written agreement signed by both Parties hereto.

Notwithstanding the forgoing, the Parties acknowledge the provisions of the Sanger City Code as currently enacted are included herein and, further, that if and when such Code provisions are amended, that the amended provisions shall apply to this Agreement, without any action being required of either Party. The City Manager shall provide Notice to Contractor upon changes to the City Code that require a change in this Agreement.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

207
221
sEcTtoN 18 - CON CTION OF FRANCHISE
The Parties hereto have negotiated this franchise at arm's length and with advice of their respective attomeys, and no provision contained herein shall be construed against either Party solely because it prepared the actual physical Agreement executed by the Parties.

WITNESS the execution of this Agreement on the day and year written above.

CITY OF SANGER MID-VALLEY DISPOSAL, LLC
City Manager Title:

City Attorney
Approved to Form
PrintName
City Clerk
Attest
Title
Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

208
222
EXHIBIT "A" - ED SERVICES
This Exhibit sets forth the level of services to be provided by Contractor to City pursuant to its Franchise, and the manner of providing such services which are in addition to the manner of providing services specified in this Agreement.

Contractor shall provide the Solid Waste Handling services in conformity with all provisions of this Agreement, including:

A. Single Family Residential
(1) Weekly 3 Cart Service - Unless otherwise required under applicable law or regulation, once per week Contractor shall collect the Solid Waste (except bulky items and Hazardous Waste), which has been separated, placed, kept, or accumulated in containers at residential units within the Franchise Area and placed at curbside prior to Contractor's normal weekly collection time. All Solid Waste must be placed within containers at curbside without obstructions so as to permit collection, unless otherwise agreed upon by City and Contractor. Contractor shall supply containers, and shall require the use of specific containers as specified in this Exhibit "A." Contractor may provide special pickup procedures, above and beyond the services described above, with Customers consistent with the Fees paid Contractor in Exhibit "D." Contractor shall notifu City immediately of any Changes in Service Level, and similarly, City shall notifr Contractor of any Changes in Service Level.

B. Commercial. Industrial. and Multi-Residential
(1) Multi-Residential Weekly Service - Unless otherwise required under applicable law or regulation, at least once per week Contractor shall collect the Solid Waste (including bulky items which have been placed in a closed bin and excepting metallic white goods and Hazardous Waste) which have been placed, kept or accumulated for collection in Solid Waste Bins at Multi-Residential Units. (2) Commercial and Industrial Weekly Service - Unless otherwise required under applicable law or regulation, at least once per week Contractor shall collect the Solid Waste which have been placed, kept or accumulated for collection in Solid Waste Bins at commercial units.

C. Source Separated Materials - Contamination
Contractor shall conduct contamination monitoring as dehned in Exhibit B of this Agreement.

D. Construction and Demolition Waste Temporarv Drop Box Services Contractor shall provide construction and demolition debris removal, including temporary Drop Box services using rates mutually agreed by City unless debris is generated by a Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

209
223
declared emergency disaster such as floods, fires, earthquake or other such occurrence as deemed meeting the criteria of disaster debris. The City may provide for Rates and services solely for the timely and efficient removal of "disaster debris" with the Contractor or other qualified public or private entity.

E. Special Collection Prosrams
The following minimum special collection programs shall apply to this Franchise Agreement:
(l) City Facilities: Contractor shall provide front load commercial service to the City at no cost for the following City-owned facilities:
i. Corporation Yard, Public Works
ii. Waste Water Treatment Plant
iii. City Hall Complex
iv. Community Center
v. Sanger Youth Center
(2) Contractor shall provide solid waste and recycling service for special City sponsored events annually during the term of the Agreement. (3) Contractor will provide once per week roll off service at the City corporation yard for residential green waste drop off at no charge. City may assign Rates for this service as appropriate.
(4) Contractor shall participate in two (2) annual weekend community clean-up day drop off events at the City Corporation Yard.
(5) Illegal Dumping: At City's direction, Contractor agrees to provide targeted clean- up of illegal dumping in alleys up to thirty (30) tons annually. (6) Contractor will allow residential Customers the opportunity to participate in up to two (2) by-appointment curbside collection events per year which may include up to three (3) Bulky Waste items per pickup.
(7) Contractor will allow residents to drop off up to two (2) yds and one (1) appliance to its solid waste facility at no charge two (2) times per calendar year. City will issue vouchers to residents at their request to be redeemed at solid waste facility. (8) Christmas Trees: Contractor shall collect and dispose of Christmas trees left at curbside by Customers during the three regular pickups following each Christmas day.
(9) Senior and Handicapped Service: When a Customer produces evidence that he or she is at least 65 years of age or a medical practitioner's statement showing that Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

210
224
he/she is physically unable to place his/her solid waste bins at the curb for collection, together with hislher affidavit certiffing that no able-bodied person under 65 years of age on the premises is available for such purposes, Contractor will provide walk-in service to such premises.
(10) Contractor shall provide annual scholarships to seniors from Sanger High School totaling $5,000 annually.
(11) Provide Residential Sharps Drop-off Kiosks at the City Hall Complex and the City's Community Center.

F. Holiday Collection Schedule
Unless otherwise agreed to in writing by City and Contractor, the following holidays shall be observed by the City and Contractor: New Year's Day, Thanksgiving Day, and Christmas Day.

If an observed Holiday falls on regular collection day, all regular collections shall occur on the following day for the remainder of the work week.

G. Emergency Disaster Debris Removal Services
(1) In the event of a declared emergency disaster such as a fire, flood, earthquake, or other such occulrence as deemed meeting the criteria of a disaster in which debris is created, the Contractor will be given the tirst right of refusal in its franchise area to offer temporary bin/roll off services using rates mutually agreed by City, to transport debris to a staging area or disposal facility designated by the City Manager.
(2) During any period of time that Contractor is unable to service its franchise area during such declared emergency, either for loss of transportation, lack of assistance or an overabundance of debris material or other similar circumstances, the City reserves the right to contract with third-party entities for temporary bin/roll off services, including transportation of debris to a Solid Waste Facility. Contractor shall notifr City when it regains its ability to recommence service in its franchise area and City will, within a reasonable period, terminate any contract with third- party entities for the same services.
(3) The City reserves the right to direct roll off bin service to areas that have been designated as critical due to the emergency conditions.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

211
225
EXHIBIT "B'' . SB 1383 COMPLIANCE PROGRAMS
To support the City in complying with regulations under S81383, Contractor shall implement the programs identified in this Exhibit B. These programs are designed to meet the implementation and education requirements of SB 1383 and help the City achieve annual diversion requirements set by CalRecycle. The City's actual annual diversion rate depends on participation of businesses and residents, their respective adherence to program requirements and local code, the City's enforcement of applicable codes, and the City's implementation of other programs outside the scope of this Agreement. Accordingly, City shall amend or update the City code to incorporate requirements necessary for the implementation of these programs.

1. Collection Requirements and Container Labeling
Contractor shall provide a 3-container collection program for Solid Waste, Recyclables, and Mixed Organics. Collection containers shall be Grey (MSW), Blue (Recyclables), and Green (Organic Waste). Hardware such as hinges and wheels may be different colors.

New containers or lids placed by Contractor shall include language or graphic images, or both, that indicate the primary materials accepted and the primary materials prohibited in that container. Labels shall clearly indicate items that are prohibited container contaminants for each container.

2. Education and Outreach
To promote public education about recycling requirements, Contractor shall create public education materials and conduct education programs and activities described in this Section. Contractor shall pay all printing and mailing expenses related to the Education and Outreach required in this Agreement.

Annual Notice: Contractor shall prepare and distribute to each Generator in the City a mailer that includes information specified in 14 CCR Section 18985.1(a). Such mailer shall be distributed by Contractorto all Residential and Commercial mailing addresses including individual Multi-Family Dwelling Units. Contractor shall also make this notice available in an electronic format through the Contractor's website.

Instructional Service Guide: Contractor shall prepare a service guide that describes available services, including how to place Containers for Collection, which materials should be placed in each Container and prohibited materials, and provides Collection holidays
Prope4y Owners and Businesses: Contractor shall annually provide Property Owners and Commercial Business owners with public education materials in electronic format for their distribution to all employees, contractors, tenants, and Customers of the properties and businesses. The Contractor's public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Municipal Solid Waste Collection Agreement- Between City of Sanger, California and Mid-Valley Disposal, LLC

212
226
Materials. A Commercial Business or Multi-Family Property Owner may request these materials more frequently than the standard annual provision if needed to comply with the requirement of 14 CCR Section 18984.10 for Commercial Businesses and Multi-Family Property Owners to provide educational information to new tenants and employees before or within fourteen (14) days of occupation of the Premises. In this case, the Commercial Business or Multi-Family Property Owner may request delivery of materials by contacting the Contractor's customer service department not later than two (2) weeks in advance of the date that the materials are needed.

Technical Assistance Program: Contractor shall provide ongoing technical assistance for Commercial and Multi-family generators that are required to participate in source separated recycling under applicable laws including AB 341, AB 1826, and SB 1383 and corresponding regulations. Technical assistance may include on-site training, instructional guides, printed or electronic materials and other resources that satisS regulation requirements.

Contamination Monitoring: Contractor shall perform contamination inspections by utilizing on-board monitoring systems or physical container inspections. For physical container inspections, Contractor's personnel shall lift the Container lid and observe the contents. For Collection vehicles equipped with a video camera and monitoring system, Contractor's personnel shall observe, via the hopper video camera and monitoring system, the contents of the Containers as the materials are emptied into the vehicle. Upon finding Prohibited Container Contaminants in a Container, Contractor shall follow the contamination noticing procedures set forth below.

3. Waste Evaluations
Sampling Method: Contractor shall, at its sole expense, conduct waste evaluations that meet the requirements of 14 CCR Section 18984.5(c). The Contractor shall conduct waste evaluations for contaminants using the Standard-Compliance Approach or other methods approved by Cal Recycle at least twice per year and the studies shall occur in two distinct seasons of the year. Contractor shall provide adequate notice to City of when waste evaluations will occur, and City reserves the right to observe waste evaluations.

Contamination Notifications: If the sampled weight of Prohibited Container Contaminants exceeds twenty-five percent (25%) of the measured sample for any material stream, the Contractor shall notif' City within fifteen (15) working days. Contractor may perform targeted waste audits to determine the source of contaminants and provide technical assistance to those generators or noti$ all generators oftheir obligation to properly source separate materials. The Contractor may provide this information by placing a written notice on the Generators' Containers or the gate or door of the Premises; and/or by mail, e-mail, or electronic message to the applicable Generators.

Contractor will coordinate with City to develop procedures regarding alleged violations of these recycling programs.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

213
227

4. Procurement
At the City's option, Contractor agrees to make available for purchase up to 1,200 tons of compost or mulch annually to help the City meet its procurement requirements. Contractor also agrees to provide the City with any available procurement credits from renewable fuel purchases used by vehicles within the City.

5. Waivers
The City shall be responsible for granting waivers to commercial or multi-family generators that meet the de minimis requirements subject to the requirements under SB 1383, pursuant to 14 CCR Section 1898411, or other requirements that may be specified by City. This includes physical space waivers where services may be impacted.

Contractor shall provide City with required generator information on services and activity that is needed as part of the waiver application. Contractor may also assist generators with waiver applications or submit on their behalf.

6. Edible Food Recovery
Contractor shall provide City with necessary data and reporting to determine which Customers are considered tier 1 and tier 2 commercial edible food generators.

At least annually, the Contractor shall provide Commercial Edible Food Generators with the following information:
o Information about the City's Edible Food Recovery program; . Information about the Commercial Edible Food Generator requirements under 14 CCR, Division T,Chapter 12, Article 10;
o Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and,
o Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste.

7. Reporting
Contractor will provide the data and prepare reports required to meet SB 1383 requirements which includes:
o The number of generators that receive organic waste collection service; . The number of route reviews conducted for prohibited container contaminants; . The number of times notices, violations, or targeted education materials were issued to generators for prohibited container contaminants;
o The results of waste evaluations performed to meet the container contamination minimization requirements and the number of resulting targeted route reviews; and, . The number of commercial edible food generators located within the jurisdiction.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

214
228
EXHIBIT "C" - DEFINITIONS
For the purposes of this Franchise Agreement, the following terms, when used with initial capitalization, shall have the meanings set forth in this Section:

A. AB 939. "AB 939" means the Califomia Integrated Waste Management Act of 1989, being Division 30 of the California Public Resources Code, commencing with Section 40000 thereof, as it may be amended from time to time.

B. AB 1826. "AB 1826" means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifuing Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time.

C. BULKY WASTE. "Bulky Waste" means discarded furniture (including but not limited to chairs, sofas, mattresses, and rugs); appliances (including but not limited to refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, small household appliances, and other similar items, commonly known as "white goods"); discarded stereos, televisions, computers, VCR's, and other similar items (commonly known as "Electronic-Waste"); wood waste, tree trunks and large branches if more than six inches in diameter or four feet in length, scrap wood, rocks, sod and earth.

Bulky Waste does not include construction and demolition waste, or large items such as car bodies, Jacttzzi tubs or spas, or other items that cannot be handled by two persons. In addition, Bulky Waste does not include waste tires.

D. CHANGE IN LAW. "Change in Law" means the imposition (or removal), after the establishment of a Fee relative to a Franchise Agreement, of any duty or burden imposed upon the Contractor in the performance of the Solid Waste Handling services required of it under the Franchise Agreement which is or becomes additional to (or is subtracted from) or different from those duties required or contemplated in its Franchise Agreement, or which must be performed in a different manner from that in which it is initially contemplated to be performed, and which results from any of the following:
(1) the enactment, issuance, adoption, repeal, amendment or modification of any federal, state or local law, statute, ordinance or regulation. (2) a regulatory agency or other administrative agency interpreting a regulation, a judicial decision ofa federal court interpreting federal law or statute, or ajudicial decision of a court having jurisdiction within California interpreting a federal, state or local law, statute, ordinance or regulation, in a manner different from the interpretation which had previously been generally relied upon in Califomia within the solid waste collection and hauling industry.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

215
229
E. CHANGE IN LAW ADJUSTMENT. "Change in Law Adjustment" means the adjustment to Fee as determined under the provisions of Section l3B of this Agreement.

F. CHANGE IN OWNERSHIP. "Change in Ownership" occurs when either a transaction or event, results in fifty percent (50%) or more of the beneficial ownership of the Contractor being different than such ownership as of the date of the approval by the City of the Franchise Agreement or, if applicable, as of the date of the most recent consent of the City to a Change of Ownership. The owners of the beneficial ownership of Contractor on the date of the approval of the Franchise Agreement or, if applicable, on the date of the most recent consent of the City to a Change of Ownership, shall be referred to in this subsection as an "Initial Owner". A Change in Ownership will be determined by application of the following:
(l) Any beneficial interest owned by an individual related by blood or marriage to an Initial Owner shall be considered as owned by an Initial Owner in determining if a Change in Ownership has occurred.
(2) Any public offering of stock where the stock is offered for sale to the general public and does not constitute a private placement shall be disregarded in determining if a Change in Ownership has occurred.
(3) Sales, transfbrs, issuances or pledges of non-voting shares of stock will not be considered in determining if a Change in Ownership has occurred, until and unless and only to the extent that such stock is converted into voting shares of stock. (a) The pledge of, or any other action taken relative to, voting shares of stock which results in any voting rights of such stock being exercised by other than an Initial Owner shall be considered to be a transfer of such stock for the purposes of determining if a Change in Ownership has occurred.

G. CHANGE IN SCOPE ADJUSTMENT. "Change in Scope Adjustment" means the adjustment to Fee as determined under the provisions of Section 13B of this Agreement.

H. COMMERCIAL EDIBLE FOOD GENERATORS. "Commercial Edible Food Generator" means a Businesses identified as Tier One and Tier Two edible food generators as defined in 14 CCR Section 18982.

I. CONSUMER PRICE INDEX. "Consumer Price Index" or .'CPI" means the Consumer Price Index, All Items, Not Seasonally Adjusted, San Francisco-Oakland-Hayward, California, as published by the U. S. Department of Labor, Bureau of Labor Statistics, Series Id. CUURS49BSA0, Base Date 1982-84:100, or the most similar successor index if this index is no longer published.

J. CITY. "City" means the City of Sanger, State of California.

Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

216
230
K. CITY SOLID WASTE DISPOSAL SYSTEM. "City Solid Waste Disposal System" means at any particular time, the then-existing Solid Waste Facilities which the City owns, leases or has a contractual right to use.

L. CUSTOMER. "Customer" means any Person receiving Solid Waste Handling services pursuant to this Agreement.

M. DESIGNATED SOURCE SEPERATED ORGANIC WASTE FACILITY:
'oDesignated Source Separated Organic Waste Facility" means a facility identified by Contractor that meets the definition of 14 CCR Section 18982(a)(33).

N. DISPOSAL COMPONENT. "Disposal Component" means that portion of the rate which is a pass through of costs associated with tipping fees for disposal or processing of Solid Waste.

O. DROP BOX. "Drop Box" means a steel, open-top container holding at least eight (8) cubic yards that rolls off and on a transport truck.

P. ELECTRONIC WASTE. "Electronic Waste" for purposes of this Agreement means electronic waste materials generated by residential or commercial Customers that render the items hazardous depending upon their condition and density, such as, but not limited to, televisions, computer monitors containing Cathode Ray Tubes (CRTs), cell phones, scanners, fax machines and other items as determined by applicable laws and regulations.

Q. EXCLUDED WASTE. "Excluded Waste" means Hazardous Substance, Hazardous Waste, Infectious Waste, Designated Waste, volatile, corrosive, Medical Waste, infectious, regulated radioactive waste, and toxic substances or material that Approved/Designated Facility operator(s) reasonably believe(s) would, as a result of or upon acceptance, Transfer, Processing, or Disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use restrictions or conditions, waste that cannot be Disposed of in Class III Landfills or accepted at the Facility by permit conditions, waste that in Contractor's reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose Contractor or City to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Single- Family or Multi-Family Solid Waste after implementation of programs for the safe Collection, Processing, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code.

R. FEE. "Fee" means the inclusive Fee schedule attached to this Agreement as Exhibito'D," which provides the Fees to be paid to Contractor by City in consideration of the Solid Waste Handling services provided by Contractor hereunder. Rates charged Customers by City may be higher than Fees paid Contractor to cover appropriate City costs.

Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

217
231
S. FOOD SCRAPS. "Food Scraps" means all discarded food such as fruits, vegetables, beans, pasta, and other materials accepted at the designated organics processing facility.

T. FRANCHISE AGREEMENT. "Franchise Agreement" means the Agreement entered into between the City and the Contractor which authorizes/requires the Contractor to provide Solid Waste Handling services in a specified Franchise Area.

U. FRANCHISE FEE. "Franchise Fee" means a defined portion of revenue from rates retained by City as compensation to City for the exclusive right assigned to Contractor to provide Solid Waste Handling services within the Franchise area.

V. CONTRACTOR. "Contractor" means Mid-Valley Disposal, LLC, a California Limited Liability Company.

W. GREEN WASTE. "Green Waste" means discarded Solid Waste consisting of grass clippings, leaves, branches, tree trunks and other vegetative matter not more than six (6) inches in diameter or four (4) feet in length.

X. GROSS RECEIPTS.
(l) "Gross Receipts" means all monies received by Contractor fbr providing the Solid Waste Handling services specified in its Franchise Agreement Exhibit 664" - Provided Services.
(2) "Gross Receipts Less Disposal Charges" means Gross Receipts less that part of the monies received by the Contractor that are collected from Customers for payment of the fee imposed for disposing of the Solid Waste at a Solid Waste Facility.

Y. HAZARDOUS WASTE. "Hazatdous Waste" means any waste material or mixture of waste which is toxic, corrosive, flammable, an irritant, a strong sensitizer, or which generates pressure through decomposition, heat or other means, if such waste or mixture of waste may cause substantial personal injury, serious illness or harm to humans, domestic animals or wildlife during or as a proximate result of any disposal of such waste or mixture of wastes as defined in Article 2, Chapter 6.5, Section 25117 of the California Health and Safety Code and Title 22 of California Code of Regulations, Section 66261.3. The terms "toxic," "corrosive," "flammable," "irritant," and "strong sensitizer" shall be given the same meaning as in the California Hazardous Substances Act (Chapter 12, commencing with Section 28740.1, Division 21 of the California Health and Safety Code).

Z. CITY MANAGER. "City Manager" means the City Manager of the City of Sanger, or designee of City Manager.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

218
232
AA. MATERIALS RECOVERY FACILITY. "Materials recovery facility" orooMRF" is a facility designed to remove recyclables and other valuable materials from the waste stream collected through a residential, commercial or industrial Solid Waste Handling program that is approved to operate by the appropriate state and local agencies.

BB. MULTI-JURISDICTION LOAD REPORT. "Multi-Jurisdiction Load Report" means a report which sets out the amount, and place of collection, of Solid Waste delivered to the City Solid Waste Disposal System.

CC. ORGANIC MATERIAL. "Organic Material" means Green Waste and Food Waste which are speciltcally accepted at an organics processing facility. No Discarded Material shall be considered to be Organic Materials, however, unless it is separated from Solid Waste and Recyclable Material.

DD. PERSON. "Person" includes, without limitation, individuals, associations, clubs, societies, firms, partnerships, joint ventures, sole proprietorships, corporations, limited liability companies, schools, colleges and all governmental agencies and entities.

EE. PROCESSING. "Processing" means the reduction, separation, recovery, conversion or recycling of Solid Waste.

FF. PROHIBITED CONTAINER CONTAMINANTS. "Prohibited Container Contaminants" means (i) items placed in the Blue Container that are not identified as acceptable Recyclable Materials; (ii) items placed in the Green Container that are not identified as acceptable organic waste; (iii) items placed in the Gray Container that are acceptable to be placed in City's Green Container and/or Blue Container; and (iv) Excluded Waste placed in any Container.

GG. RATES. "Rate" or "Rates" means rates charged by City of Sanger or by Contractor, as applicable, to Customers for Solid Waste Handling Services provided.

HH. RECYCLABLE MATERIALS. "Recyclable Materials" means discarded Solid Waste which may be sorted, cleansed, treated, processed, and/or reconstituted, and which is segregated for the pu{pose of reuse or recycling, including, but not limited to, separated paper, glass, cardboard, plastic, ferrous materials or aluminum. il. RESIDUAL SOLID WASTE. "Residual Solid Waste" means the solid waste destined for disposal, transformation, further transfer/processing as defined in section 17a02@)(30) or (31) of the Califomia Code of Regulations Title 14, Article 6, which remains after processing has taken place.

SB 1383. "SB 1383" means Senate Bill 1383 of 2016 approved by the Governor on September 19,2016, which added Sections 39730.5,39730.6,39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

JJ
219
233
climate pollutants as amended, supplemented, superseded, and replaced from time to time
KK. SECURITY. "Security" means a corporate surety bond, a letter of credit or other security device acceptable to City, as provided in Section 9-F.

LL. soLID WASTE. Except as provided in sub-subsections (l), (2), (3) and (4), "Solid Waste" means all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances (subject to salvage and other special handling requirements under applicable law and regulation), dewatered, treated, or chemically fixed sewage sludge which is not Hazardous Waste, manure, vegetable or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, including Recyclable Materials and Green Waste.
(l) "Solid Waste" does not include Hazardous Waste and does not include low-level radioactive waste regulated under Chapter 7.6 (commencing with Section 25800) of Division 20 of the California Health and Safety Code. (2) "Solid Waste" does not include medical waste (except treated medical waste) which is regulated pursuant to the Medical Waste Management Act (Chapter 6.1 (commencing with Section 25015) of Division 20 of the Califbrnia Health and Safety Code).
(3) Solid Waste does not include petroleum or a petroleum product or fraction thereof at reasonably detectable levels, asbestos and, with respect to a particular Solid Waste Facility, any waste or material which a regulatory agency, the Facility's solid waste facility permit or City policy, does not allow to be accepted for transfer, Processing, composting, transformation or disposal atthatFacility. (4) Solid Waste does not include items which would be Recyclable Materials but for the fact that they are personally separated from other Solid Waste by the generator thereof and are donated or sold to third parties. For purposes of this section, no donation or sale shall be deemed to have occurred in any instance where a generator directly or indirectly pays the third party any sum (including without limit as a consulting fee, container rental or other fees or tangible consideration) either: (i) in lieu of being directly charged for collecting, transporting, processing or recycling such item; or (ii) to offset the payment to the generator for the purported sale of such item to the third par}. Nor shall the receipt of a discount of, or reduction in, the disposal service rate on un-segregated Solid Waste containing such an item be deemed to be the donation or sale of such an item to a third party.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

220
234
MM. SOLID WASTE FACILITY. "Solid Waste Facility" means any facility that is designed to manage any type of Solid Waste and includes transfer, Processing, composting, transformation and disposal facilities.

NN. SOLID WASTE FACILITY FEE. "Solid Waste Facility Fee" means the fee charged for use of a Solid Waste Facility.

OO. SOLID WASTE HANDLING. "Solid Waste Handling" means one ormore of the following:
the collection of Solid Waste from a commercial, residential, construction or industrial source; the transportation of such Solid Waste to a Solid Waste Facility; and the transfer, Processing, composting, transformation or disposal of such Solid Waste at the Solid Waste Facility.

PP. SPECIAL WASTES. "special Wastes" means all the items and materials which are designated as such in a Franchise Agreement.

QQ. TRANSFORMATION. "Transformation" as used in this Agreement shall have the same meaning as set forth in Public Resources Code Section 40201, as it may be amended from time to time.

Municipal Solid Waste Collection Agreement - Between City of Sanger, California and Mid-Valley Disposal, LLC

221
235
EXHIBIT "D'' - FEES PAID TO AS OF APRIL 1- 2025
(Senior/Disabled Vet.)
$
$
$
$
$
Bin Seryice
$
$
$
$
$
s
$
Sewice
$
$Serube

23.90 21.00
90D5 Galbn lx
90D5 Gallon 2x
90D5 Galbn3x
90D5 Galbn 4x
90D5 Gallon 5x
I yard bin lx
I yard bin 2x
I yud bin 3x
I yudbin4x
I yard bin 5x
2 yard bin lx
2 yud bin 2x
2 yrd bin 3x
2 yard bin4x
2 yard bin 5x
3 yud bin lx
3 yrdbin2x
3 yard bin 3x
3 yud bin4x
3 yard bin 5x
4 yrdbin lx
4 yard bin 2x
4 ya'd bin 3x
4 yard bin 4x
4 yrrd bin 5x
6 yard bin lx
6 yard bin 2x
6 yard bin 3x
6 yud bil4x
6 yard bin 5x

20.00 36.00

52.00 66.00

81.00 64.00
l2r.60
179.20
236.80
294.40

99.00 188. l0
277.20
366.30
455.40
132.00
250.80
369.60
488.40
607.20
168.00
319.20
470.40
621.60
772.80
207.00
393.30
579.60
765.90
952.20

10.00 18.00
$ 26.50

46.00 92.00
138.00
189.00
240.00

64.00 128.00
192.00
262.00
340.00

82.00 164.00
246.00
338.00
428.00
I 12.00
224.00
336.00
460.00
585.00

17.00 28.00

39.00 75.00
145.00
285.00
96 galbn cart lx
96 galkrn cart 2x
I Yrd Bin lx
2 Yrd Bin lx
2 Yrd Bin2x
2 Yud Bin3x
2 Yud Bin4x
2 Yud Bin 5x
3 Yud Bin lx
3 YudBin2x
3 Yud Bin 3x
3 YrdBin4x
3 Yud Bin 5x
4 Yrd Bin lx
4 YrdBh2x
4 Yrd Bin 3x
4 Yud Bin4x
4 Yrd Bin 5x
6 Yrd Bin lx
6 Yud Bin2x
6 Yud Bin 3x
6 YudBin4x
6 Yud Bin 5x
96 galbn can lx
96 gallon cart 2x
96 galbn cad 3x
2 Yud Bin lx
2 Yard Bin2x
2 Yrd Bin 3x
c Fees
Additbnal Residential Cortairrcrs
95 Galbn Conbirrer - Any Cobr: $ 9.00
Erdra Pick- WiOverbaded Container
95 Galbn Container
Frort lnad Bin - Per Yard
$
$

10.00 20.00
Tire Disposal at clean-Lp everts as bilbd
Contaminatbn Charres
First Waming:

Second Waming:

Third Waming:

Fouth and each Add.

N/C
$ 10.78
$ 26.9s
$ 53.89
Container Reolacement Charses
95 Galbn Contairrer:
l-6 Yard Bins
$
$

57.04 107.78
Connnerchl l,ocking Devices
Per Month
Encloswe/Access Fee per rnonth
$
$

20.00 20.00
Spechl Events/Pick-qO
Delivery and Removal Ctnrp
Service Charges
95 Galbn Contairrcr each
3 Yard Bin per service
$ 100.00
$
$

10.78 60.00
Cleaning/Sanitizing
a. lstoccrrance ea:
b. 2nd occrrance ea: $
N/C

66.40 Bulky Iteru - Cwbside Collectbn (3 items or hss not to exceed 500 pounds)
I st occurance
2nd occuance
Additional Bulky Item Each $
N/C
N/C

26.95 RESIDENTIAL ROLL OFF CONTAINERS 30
YARDS (INCLUDES 3 TONS)

DELIVERY
REMOVAL./EXCHANGE

PER TON CHARGE FOR OVERAGE
RENT PER DAY (AFTER 7 DAYS)
N/C
$ 395.00
$ 50.00
$ 7.00
INDIISTRIAI, ROI,I, OFF CONTAINER(20 to 40
cubic yards)
REMOVAT.iEXC}IANGE
COMPACTOR REMOVAI./EXCHANGE

TONNAGE
$ 219.00
$ 319.00
as bilbd
Municipal Solid Waste Collection Agreement - Between City of Sanger, Califomia and Mid-Valley Disposal, LLC

222
236