Resolution - Second Amendment — Santa Clarita City Council, May 27, 2025 (part 1 of 2)

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RESOLUTION 25 - ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA,

CALIFORNIA, APPROVING THE SECOND AMENDMENT OF THE AGREEMENT FOR

THE PROVISION OF GARBAGE, RECYCLABLE MATERIALS, AND ORGANIC WASTE

COLLECTION SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES, INC., FOR SOLID WASTE COLLECTION SERVICES

WHEREAS, the City of Santa Clarita (City) is empowered under Section 7 of Article 11 of the California Constitution to make and enforce, within its limits, all police and sanitary ordinances and regulations not in conflict with general laws; and

WHEREAS, in partial implementation of Section 7 of Article 11 of the California Constitution, California Public Resources Code Section 40059 authorizes the City to determine all aspects of handling of solid waste that are of local concern, including the frequency of collection, means of collection and transportation, level of services and nature, location, and extent of waste handling services; and

WHEREAS, the City entered into that Franchise Agreement with Burrtec Waste Industries, Inc. (Burrtec) for the Provision of Garbage, Recyclable Materials, and Organic Waste Collection Services (Agreement) dated July 1, 2023, and amended by that First Amendment to the Agreement dated November 12, 2024; and

WHEREAS, Section 48.01 of the Agreement provides that any amendment of the Agreement must be in writing and signed by the parties; and

WHEREAS, City and Burrtec desire to amend the Agreement to modify certain services, add and change certain rates, and revise contract language; and

WHEREAS, the City’s Agreement initially designated Chiquita Canyon Landfill as the City’s primary waste disposal location, which closed on January 1, 2025; and

WHEREAS, Burrtec found a new location for the City’s waste, Sun Valley Recycling Park, and this change in disposal location was approved by City Council on January 14, 2025; and

WHEREAS, Burrtec therefore submitted an extraordinary rate adjustment request per Section 6.07 of the Agreement to cover the additional expenses for disposal and operational changes due to the new disposal location. After review of the documentation provided by Burrtec, the City and Burrtec desire to amend the Agreement by increasing the maximum rates as outlined in Section 6.07 of the Agreement for rates beginning July 1, 2025; and

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charge in “Additional Recycling and Organic Cart Fees” will be included in Exhibit 1 for each additional residential recycling and organic waste container after two.

NOW, THEREFORE, the City Council of the City of Santa Clarita, California, does hereby resolve as follows:

SECTION 1. The "Second Amendment of the Agreement for the Provision of Garbage, Recyclable Materials and Organic Waste Collection Services Between the City of Santa Clarita and Burrtec Waste Industries, Inc., for Solid Waste Collection Services" (Second Amendment), a copy of which is attached hereto, is hereby approved. The City Manager is authorized to execute the Second Amendment on behalf of the City.

SECTION 2. The City Clerk shall certify to the adoption of this resolution.

PASSED, APPROVED, AND ADOPTED this ___ day of ___ 2025.

______________________________
MAYOR

ATTEST:

_______________________________

CITY CLERK

DATE: __________________________

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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF SANTA CLARITA )

I, Mary Cusick, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution 25- ___ was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the ___ day of __ 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

_______________________________

CITY CLERK

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SECOND AMENDMENT OF THE AGREEMENT FOR THE PROVISION OF GARBAGE,

RECYCLABLE MATERIALS AND ORGANIC WASTE COLLECTION SERVICES

BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE
INDUSTRIES, INC. FOR SOLID WASTE COLLECTION SERVICES

THIS SECOND AMENDMENT TO THE AGREEMENT FOR THE PROVISION OF

GARBAGE, RECYCLABLE MATERIALS AND ORGANIC WASTE COLLECTION

SERVICES BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES, INC. FOR SOLID WASTE COLLECTION SERVICES, (Second Amendment) is entered into this ________day of ________________, 2025, between the City of Santa Clarita (City), and Burrtec Waste Industries, Inc. (Burrtec).

WHEREAS, the City is empowered under Section 7 of Article 11 of the California Constitution to make and enforce, within its limits, all police and sanitary ordinances and regulations not in conflict with general laws; and

WHEREAS, the City entered into that Franchise Agreement with Burrtec for the Provision of Garbage, Recyclable Materials, and Organic Waste Collection Services (the “Agreement”) dated July 1, 2023, and amended by that First Amendment to the Agreement dated November 12, 2024; and

WHEREAS, Section 48.01 of the Agreement provides that any amendment of the Agreement must be in writing and signed by the parties; and

WHEREAS, City and Burrtec desire to amend the Agreement to modify certain services, add and change certain rates, and revise contract language; and

WHEREAS, the City’s Agreement initially designated Chiquita Canyon Landfill as the City’s primary waste disposal location, which closed on January 1, 2025; and

WHEREAS, Burrtec found a new location for the City’s waste, Sun Valley Recycling Park, and this change in disposal location was approved by City Council on January 14, 2025; and

WHEREAS, Burrtec therefore submitted an extraordinary rate adjustment request per Section 6.07 of the Agreement to cover the additional expenses for disposal and operational changes due to the new disposal location. After review of the documentation provided by Burrtec, the City and Burrtec desire to amend the Agreement by increasing the maximum rates as outlined in Sections 6.07 of the Agreement for rates beginning July 1, 2025; and

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WHEREAS, due to concerns of customers using unlimited free additional residential recycling and organic waste containers for purposes beyond regular, household waste and increasing contamination, Agreement language has been amended to allow residential customers up to a total of two free additional residential recycling and/or organic waste containers. A charge in “Additional Recycling and Organic Cart Fees” will be included in Exhibit 1 for each additional residential recycling and organic waste container after two.

NOW, THEREFORE, the City and Burrtec in consideration of their mutual promises, amend the Agreement as indicated in the redline copy of the Agreement and Maximum Service Rates as set forth in Exhibit 1 and disposal facility in Exhibit 9. All other provisions of the Agreement shall remain in effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF SANTA CLARITA
A California Municipal Corporation

_________________________________
Kenneth W. Striplin
City Manager

ATTEST:

_________________________________
Mary Cusick
City Clerk

APPROVED AS TO FORM:

_________________________________
Joseph Montes
City Attorney

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BURRTEC WASTE INDUSTRIES, INC.

By: _________________________________
(CEO, President, Chairman of the Board or any Vice
President)

And By: _________________________________
(The Secretary, any assistant secretary, CFO
or any assistant treasurer)

State of California )
)
County of ___________________________ )

On ___________________________before me, ______________________________________, Date Here Insert Name and Title of the Officer

______________________________________________________________________________ Name(s) of Signer(s)

______________________________________________________________________________

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/the executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

Signature ___________________________
Signature of Notary Public

Place Notary Seal Above

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AMENDED AND RESTATED

AGREEMENT

FOR THE PROVISION OF

GARBAGE, RECYCLABLE MATERIALS AND

ORGANIC WASTE COLLECTION SERVICES

Executed Between the
City of Santa Clarita and Burrtec Waste Industries Inc.

Amended
May 27, 2025

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TABLE OF CONTENTS
Collection Services Agreement

Article 1. Definitions .............................................................................................................................. 12 Article 2. Term of Agreement ................................................................................................................. 25 Article 3. Conditions Governing Services Provided by Contractor ........................................................ 25 Article 4. Franchise Fees and Payments ................................................................................................. 27 Article 5. General Requirements ............................................................................................................. 29 Article 6. Collection Service Rates ......................................................................................................... 36 Article 7. Collection Service Billing ....................................................................................................... 40 Article 8. Diversion Requirements.......................................................................................................... 41 Article 9. Service Unit Types .................................................................................................................. 44 Article 10. Residential Service................................................................................................................ 37 Article 11. MFD Service ......................................................................................................................... 52 Article 12. Commercial Service .............................................................................................................. 60 Article 13. Mixed Use Dwelling Service (MXD) ................................................................................... 67 Article 14. City Services ....................................................................................................................... 688 Article 15. Additional Services ............................................................................................................... 69 Article 16. Collection Routes .................................................................................................................. 70 Article 17. Minimum Performance and Diversion Standards ................................................................. 71 Article 18. Collection Equipment ........................................................................................................... 74 Article 19. Contractor’s Office ............................................................................................................... 77 Article 20. Contractor Support Services ................................................................................................. 78 Article 21. Emergency Service ............................................................................................................... 83 Article 22. Record Keeping and Reporting Requirements ...................................................................... 84

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Article 23. Nondiscrimination ................................................................................................................ 89 Article 24. Service Inquiries and Complaints ......................................................................................... 89 Article 25. Quality of Performance of Contractor .................................................................................. 90 Article 26. Performance Bond ................................................................................................................ 92 Article 27. Insurance ............................................................................................................................... 93 Article 28. Hold Harmless and Indemnification ..................................................................................... 95 Article 29. Default of Agreement ........................................................................................................... 98 Article 30. Modifications to the Agreement ......................................................................................... 101 Article 31. Legal Representation .......................................................................................................... 102 Article 32. Conflict of Interest .............................................................................................................. 103 Article 33. Contractor's Personnel ........................................................................................................ 103 Article 34. Exempt Waste ..................................................................................................................... 105 Article 35. Independent Contractor ....................................................................................................... 105 Article 36. Laws to Govern ................................................................................................................... 105 Article 37. Consent to Jurisdiction ........................................................................................................ 105 Article 38. Assignment ......................................................................................................................... 106 Article 39. Compliance with Laws ....................................................................................................... 106 Article 40. Permits and Licenses........................................................................................................... 106 Article 41. Ownership of Written Materials ......................................................................................... 107 Article 42. Waiver ................................................................................................................................. 107 Article 43. Prohibition Against Gifts .................................................................................................... 107 Article 44. Point of Contact .................................................................................................................. 107 Article 45. Notices ................................................................................................................................ 107

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Article 46. Transition to Next Contractor ............................................................................................. 108 Article 47. Contractor’s Records .......................................................................................................... 108 Article 48. Entire Agreement ................................................................................................................ 110 Article 49. Severability ......................................................................................................................... 110 Article 50. Right to Require Performance ............................................................................................ 110 Article 51. All Prior Agreements Superseded ....................................................................................... 110 Article 52. Headings ............................................................................................................................. 110 Article 53. Exhibits ............................................................................................................................... 110 Article 54. Attorney’s Fees ................................................................................................................... 111 Article 55. Effective Date ..................................................................................................................... 111 Exhibit 1 City Approved Service Rates ............................................................................................... 100 Exhibit 2 City Sponsored Events ......................................................................................................... 116 Exhibit 3 List of City Properties and Current Service Levels .............................................................. 118 Exhibit 4 Collection Container Specifications ..................................................................................... 121 Exhibit 5 Transition Plan ..................................................................................................................... 122 Exhibit 6 Administrative Charges and Penalties .................................................................................. 132 Exhibit 7 Customer Service Plan ......................................................................................................... 134 Exhibit 8 Collection Service Operations Plan ...................................................................................... 139 Exhibit 9 City-Approved Processing and Disposal Facilities .............................................................. 170 Exhibit 10 Sustainability and Compliance Plan ................................................................................... 171 Exhibit 11 Outreach and Education Plan ............................................................................................. 188 Exhibit 12 Acceptable Recyclable Materials ....................................................................................... 195

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Contractor shall commence performance of its Collection Service obligations under this agreement on July 1, 2023 (“Commencement Date”), Agreement is between the City of Santa Clarita, a general law city of the State of California, referred to as "City" and Burrtec Waste Industries Inc corporation referred to as "Contractor".

The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified at California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for garbage collection within their jurisdiction.

The State of California has found and declared that the amount of garbage generated in California, coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local ag encies to enact and implement an aggressive integrated waste management program. The State has, through enactment of the Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and to maximize the use of feasi ble garbage reduction, re-use, recycling, and composting options in order to reduce the amount of garbage that must be disposed of in disposal sites.

Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be amended from time to time, City has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified contractor to provide for the collection of garbage, recyclable materials, and organic waste materials, except for collection of materials excluded in City’s Municipal Code, and other services related to meeting the Act’s 50 percent diversion goal and other requirements of the Act.

City further declares its intent to regulate and set the maximum rates Contractor may ch arge Service Recipients for the collection, transportation, processing, recycling, composting, and/or disposal of garbage, recyclable materials, and organic waste materials.

The City Council has determined that Contractor, by demonstrated experience, reput ation and capacity, is qualified to provide for the collection of garbage, recyclable materials, and organic waste materials within the corporate limits of City, the transportation of such material to appropriate places for processing, recycling, composting and/or disposal; and City Council desires that Contractor be engaged to perform such services on the basis set forth in this Agreement; and,
Contractor has represented that it has the ability and capacity to provide for the collection of garbage, recycla ble materials, and organic waste materials within the corporate limits of City; the transportation of such material to appropriate places for processing, recycling, composting and/or disposal; and the processing of materials.

The Parties agree that solid w aste Collection Services shall be provided pursuant to this Agreement as of 12:00 a.m. July 1, 2023 (“Effective Date”) at which time this Agreement shall be controlling.

Now, therefore, in consideration of the mutual covenants, agreements and considerati on contained in this Agreement, City and Contractor agree as follows:

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Article 1. Definitions
For the purpose of this Collection Services Agreement, referred to as "Agreement", the definitions contained in this Article apply unless otherwise specifically stated. Whe n not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Use of the masculine gender includes the feminine gender. The meaning of terms or words not defined in this Article will be as commonly understood in the solid waste collection services industry when the common understanding is uncertain.

1.01 AB 341. “AB 341” means State of California Assembly Bill No. 341 approved October 5, 2011. AB 341 requires businesses, defined to include commercial or public entities that generate more than 4 cubic yards of commercial solid waste per week or multifamily residential dwellings of 5 units or more, to arrange for recycling services and requires jurisdictions to implement a commercial solid waste recycling program.

1.02 AB 827. “AB 827” means State of California Assembly Bill No. 827 approved October 02, 2019. AB 827 requ ires businesses that are mandated to recycle under AB 341 (“MCR”) and/or mandated to recycle organics under AB 1826 (“MOR”) or SB 1383 and that provide customers access to the business, to provide customers with a recycling bin and/or organics collection bin for those waste streams that is visible, easily accessible, and adjacent to each bin or container for trash.

1.03 AB 939. “AB 939” or “The Act” means “The California Integrated Waste Management Act of 1989” codified in part in Public Resources Code §§ 40000 et seq, and such regulations adopted by. California Department of Resources Recycling and Recovery (CalRecycle) for implementation of the Act, or its successor agency, including but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 (Chap ter 343, Statues of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Resources Code § 40000 and following as it may be amended and as implemented by the regulations of CalRecycle.

1.04 AB 1594. “AB 1594” means State of California Assembly B ill No. 1594 approved September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green material as Alternative Daily Cover does not constitute diversion through recycling and would be considered disposal.

1.05 AB 1669. “AB 1669” means State of California Assembly Bill No. 1669 approved September 30, 2016 which amends California Labor Code Sections 1070 through 1076 with respect to the hiring of displaced employees under service contracts for the collection and transportation of solid waste.

1.06 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826 approved September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an organic waste recycling program to divert from the landfill organic waste from businesses. Each business meeting specific organic waste or solid waste generation thresholds phased in from April 1, 2016 to January 1, 2020, is required to arrange for organic waste recycling services.

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1.07 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036 approved September 27, 2018. AB 3036 prohibits a County, City, District, or local government agency from subjecting the hauling of certain byproducts from the processing of food or beverages to an exclusive franchise, contract, license, or permit.

1.08 Agreement. “Agreement” means the written agreement between the City and the Contractor covering the work to be performed and all contract documents attached to the agreement and made a part thereof.

1.09 Agreement Administrator. The City Manager, or his or her designee, designated to administer and monitor the provisions of the Agreement.

1.10 Agreement Year. Agreement year means each twelve (12) month period from July 1st to June 30th during the term of this Agreement.

1.11 Applicable Law. “Applicable Law” means all laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any federal, state, county, city, and local governmental agency having jurisdiction over the collection and disposition of Solid Waste, including Recyclab le Materials, Organic Waste, and Construction and Demolition Debris.

1.12 Best Management Practice. Best Management Practice means the schedule of activities, prohibition of practices, maintenance procedures, and other management practices to prevent or reduce, to the maximum extent that is technologically and economically feasible, the discharge of pollutants in the storm drain system.

1.13 Bin. “Bin” means a metal or plastic waste container designed or intended to be mechanically serviced by a commercial front -end loader vehicle. It shall be designed to hold from one (1) to six (6) cubic yards of material with the lid properly closed. The specifications for Contractor-provided Bins are set forth in Exhibit 4.

1.14 Biohazardous or Biomedical Waste. Any waste which may cau se disease or reasonably be suspected of harboring pathogenic organisms; included are waste resulting from the operation of medical clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human and animal pa rts, contaminated bandages, pathological specimens, hypodermic needles, sharps, contaminated clothing and surgical gloves.

1.15 Brown Goods. Electronic equipment such as stereos, televisions, computers, VCR’s and other similar items collected from SFD Service Units.

1.16 Bulky Waste. “Bulky Waste” or “Large Items” has the same meaning as defined in Section 15.44.010 of the Municipal Code. “Bulky Waste” means Solid Waste consisting of discarded white goods, furniture, tires, carpets, mattresses, and similar large items which do not fit in a regular Collection Container and require special handling due to

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their size but can be collected and transported without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load li mits. It does not include abandoned automobiles and other vehicles, nor does it include items defined as Exempt Waste.

1.17 Business Day. Any Monday through Friday, excluding any holidays as defined in Section 5.03.

1.18 Calendar Year. Each twelve (12) month period from January 1 to December

31. 1.19 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least twenty (20) and not more than one hundred (100) gallons, having a hinged tight-fitting lid and wheels, that is provided by the Exclusive Franchise Solid Waste Contractor, approved by the City, and used by Service Recipients for collection, accumulation, and removal of solid waste from commercial, industrial, or residential premises in connection with Exclusive Franchise Collection Services. The specifications for Contractor-provided Carts are set forth in Exhibit

4. 1.20 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations promulgated thereunder.

1.21 Change in Law. means the occurrence of any of the following events after the Effective Date, when such event has a material and adverse effect on the Parties’ performance of their respective obligations under this Agreement (except for any payment obligations): (i) the enactment, adoption, promulgation, amendment, repeal, judicial interpretation, or formal administrative interpretation of any Applicable Law; (ii) the issuance of any order or judgment of any federal, state, or local court or agency in a proceeding to which a Party is a party, but not to the extent such order or judgment finds the Party asserting there to have been a Change in Law to have been negligent or otherwise at fault; or (iii) the denial, suspension, or termination of any government permit or other entitlement, but not to the extent such denial, suspension, or termination is the result of any act or omission of the Party asserting there to have been a Change in Law.

1.22 City. The City of Santa Clarita, California, including any unincorporated areas of the County that may be annexed by the City during the Initial Term and all extensions.

1.23 City Collection Service. City Garbage Collection Service, City Organic Waste Collection Service, City Recycling Service, City Clean -up Services, City -Sponsored Events Services, and Large Item Collection Services.

A. City Clean-up Services. On-call City requested Collection from Agreement Administrator to support City services and operations.

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B. City Garbage Collection Service. The Collection of Garbage, by Contractor, from City Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility.

C. City Large Item Collection Service. The periodic on -call Collection of Large Items, by Contractor, from City Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recovery Facility or such other facility as may be appropriate under the terms of this Agreement.

D. City Organic Waste Collection Service. The Collection of Organic Waste, by Contractor, from City Service Units in the Service Area, the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the d isposal of all City Organic Waste Processing Residue.

E. City Recycling Service. The Collection of Recyclables Materials by the Contractor from City Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all City Recyclables Materials Processing Residue.

F. City Sponsored Event Services. On-call Collection Services at City-Sponsored Events.

1.24 City Facility. City Facility(ies) means any building or other site that the City owns, leases, or occupies that are listed in Exhibit 3.

1.25 City Manager. City Manager means the City Manager of the City of Santa Clarita, or his or her designated representative, or any employee of the City who succeeds to the duties and responsibilities of the City Manager.

1.26 Collect and Collection and Collected. The removal of Solid Waste from a Service Unit and transportation to a Disposal Facility, Organic Waste Processing Facility, Materials Recycling (or Recovery) Facility, or Transfer Station as appropriate.

1.27 Collection Container. A Bin, Cart, or Roll-Off Container that is approved by the Agreement Administrator for use by Service Recipients for Collection Services under this Agreement.

1.28 Collection Services. Contractor’s obligations under this Agreement to Collect Solid Waste within the Service Area. Collection Service includes Residential Collection Service, Commercial Collection Service, and City Collection Service.

1.29 Collection Vehicle. A licensed vehicle that has all required licenses to provide Collection Service and that has been approved by the Agreement Administrator for use under this Agreement.

1.30 Commencement Date. Has the meaning specified in Section 2.01 of this Agreement.

1.31 Commercial Collection Serv ice. Collection Service provided to Commercial Service Units. Commercial Collection Service includes Commercial Garbage Collection

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Service, Commercial Organic Waste Collection Service, and Commercial Recycling Collection Service. Commercial Collection Service specifically includes the following:

A. Commercial Garbage Collection Service. The Collection of Garbage by Contractor, from Commercial Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility.

B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, by Contractor, from Commercial Service Units in the Service Area, the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Org anic Waste materials, and the disposal of all Commercial Organic Waste Processing Residue.

C. Commercial Recycling Collection Service. The Collection of Recyclable Materials, by Contractor, from Commercial Service Units in the Service Area, the delivery of th ose Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all Commercial Recyclable Materials Processing Residue.

1.32 Compactor. Any Collection Container which has a compaction mechanism, whether stationary or mobile.

1.33 Compost. “Compost” means the act or product of the controlled biological decomposition of Organic Wastes that are Source Separated or are separated at a centralized facility. Compost may also include the product of anaerobic digestion or other conversion technologies.

1.34 Construction and Demolition Debris. “Construction and Demolition Debris” or “C & D” refers to by Section 15.44.010 of the Municipal Code. “Construction and Demolition Debris means discarded materials r emoved from premises, resulting from construction, renovation, remodeling, repair, deconstruction, or demolition operations on any pavement, house, commercial building, or other structure or from landscaping. Such materials include but are not limited to “ inert wastes” as defined in Public Resources Code Section 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt), gravel, plaster, gypsum wallboard, aluminum, glass, plastic pipe, roofing material, carpeting, wood, masonry, trees, re mnants of new materials, including paper, plastic, carpet scraps, wood scraps, scrap metal, building materials, packaging and rubble resulting from construction, remodeling, renovation, repair and demolition operations on pavements, houses, commercial buildings, and other structures.

1.35 Consumer Price Index (CPI-U). The index sets published by the Unites States Department of Labor, Bureau of Labor Statistics. Consumer Price Index series CUURS49ASA0 All Urban Consumers (CPI -U), Los Angeles -Long Beach -Anaheim, not seasonally adjusted.

1.36 Contaminant. Any material or substance placed into or found in a Collection Container other than the type of Source Separated material for which that Collection Container is intended or reserved. For example, anything that is not Recyclable Materials is a Contaminant if placed into or found in a Recyclable Materials Collection Container.

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Similarly, anything that is not Organic Waste is a Contaminant if placed into or found in an Organic Waste Collection Container.

1.37 Contractor. Burrtec Waste Industries Inc, which has ent ered into this Agreement.

1.38 County. Los Angeles County, California.

1.39 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid Waste at a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public Resources Code 40192(b).

1.40 Disposal Facility. “Disposal Facility” means the place or places listed in Exhibit 9 as City -approved locations for the Disposal of Garbage or other materials as appropriate and acceptable.

1.41 Diversion or Divert. The programs and activities that reduce or eliminate the Disposal of Solid Waste in landfills, which can include source reduction, reuse, salvage, Recycling, and Composting.

1.42 Dwelling Unit. A building or part of a building designed for residential use by a single independe nt housekeeping unit and having separate exterior access, toilet, and facilities for cooking and sleeping.

1.43 Edible Food. “Edible Food” has the same meaning as found in Section

15.44.010 of the Municipal Code. Edible Food means food intended for human consumption.

For purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of food that does not meet the food safety requirements of the California Retail Food Code.

1.44 Edible Food Recovery. “Edible Food Recovery” means the actions to collect and distribute Edible Food and distributing it to local food recovery organizations from places where it would otherwise go to waste such as, but not limited to, restaurants, grocery stores, produce markets, school cafeterias, or dining facilities.

1.45 Effective Date. “Effective Date of Agreement” shall mean the date on which the Agreement is signed and delivered by the last of the parties to sign and deliver.

1.46 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid batteries, dead animals, and those wastes under the control of the Nuclear Regulatory Commission.

1.47 Food Waste. “Food Waste” has the same meaning as set forth in Section

15.44.010 of the Municipal Code. “Food Waste” means (1) food scraps including all edible or

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inedible food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish , bones, rice, beans, pasta, bread, cheese, coffee grounds, and eggshells. Food Scraps excludes fats, oils, and grease when such materials are Source Separated from other Food Scraps; and (2) food-soiled paper, which is compostable paper material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper coffee cups, napkins, and pizza boxes.

1.48 Franchised Diversion. Franchised Diversion means the rate of diversion that Contractor is responsible to achieve as def ined and calculated Section 8.01.3 of this Agreement.

1.49 Franchise Fee. The fee stated in Section 4.03.1 of this Agreement that Contractor has voluntarily agreed to pay in consideration of the exclusive rights granted by the City under this Agreement.

1.50 Garbage. “Garbage” has the same meaning as set forth in Section 15.44.010 of the Municipal Code. All putrescible and non -putrescible solid, semi -solid and associated liquid waste generated or accumulated through the normal activities of a premises. Garbage does no t include Recyclable Materials, Organic Waste, or Large Items, that is source - separated and set out for purposes of collection and recycling.

1.51 Green Waste. “Green Waste” has the same meaning as set forth in Section

15.44.010 of the Municipal Code. “Green Waste” means grass clippings, leaves, landscape and prunings waste, wood materials from trees and shrubs, and other forms of organic materials generated from landscapes or gardens.

1.52 Gross Revenue. All monetary amounts actually collected or received by Contractor for the provision of Collection Services pursuant to this Agreement, including but not necessarily limited to: all receipts from Service Recipients, inclusive of late charges, contamination charges and any other receipts from Service Recipients. “Gross Revenue”, for purposes of this Agreement, does not include any revenues generated from the sale of Recyclable Material, Compost or energy, grants, cash awards, State of California Department of Conservation payments, or rebates resulting from the performance of this Agreement.

1.53 Hazardous Waste. “Hazardous Waste” has the same meaning as set forth in Section 15.44.010 of the Municipal Code. Hazardous Waste shall have the meaning set forth in California Code of Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor laws and regulations as may be amended from time to time.

1.54 Holiday. “Holiday” means New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and any other day recognized by resolution of the City Council or designated by Contractor as a day on which waste Collection Service will not be provided until the following day, excluding Sunday.

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1.55 Home Compost Bin. A portable durable container purchased by the Contractor, and distributed to SFD or MFD/MXD Service Recipients as requested, and stored and distributed by the Contractor to SFD or MFD/MXD Service Recipients for use by those Service Recipients to compost Organic Waste at their premises.

1.56 Household Hazardous Waste. “Household Hazardous Waste” me ans that waste resulting from products purchased by the general public for household use which, because of its quantity, concentration or physical, chemical or infectious characteristics, may pose a substantial known or potential hazard to human health or the environment when improperly treated, disposed or otherwise managed, or, in combination with other Solid Waste, may be infectious, explosive, poisonous, caustic, toxic, or exhibit any of the characteristics of ignitability, corrosivity, reactivity, or t oxicity as per California Code of Regulations Title 22, Division 4.5, Chapter 11, Section 66261.3.

1.57 Kitchen Food Waste Pail. A plastic receptacle with a rated capacity not exceeding two and one-half (2.5) gallons, having a hinged lid, suitable for use in a SFD Service Unit for temporary storage of SFD Organic Waste that is approved for such purpose by City.

1.58 Limited Franchise Agreement. Formerly “Non -exclusive Franchise Agreement”, a separate agreement with the City which permits a contractor on a non - exclusive basis to provide for service to Collect Solid Waste, Organic Waste, Construction and Demolition Debris, and/or Recyclable Materials on a temporary basis.

1.59 Manure. Stable bedding and other waste matter normally accumulated and associated with stables or in livestock.

1.60 Manure Collection Services. The periodic Collection of Manure by Contractor from Service Units in the Service Area, the delivery of the Manure to a properly permitted facility that accepts Manure, the processing and marketing of Manure.

1.61 Materials Recovery Facility. Materials Recovery Facility (MRF) means a facility listed in Exhibit 9 to which commingled Solid Waste, Organic Waste and Recyclable Materials are brought for separation into marketable Recyclable Materials.

1.62 Maximum Service Rate. The maximum amount that Contractor may charge Service Recipients for Collection Services, as listed in Exhibit 1, and as may be adjusted in accordance with the provisions of this Agreement.

1.63 Mixed Waste Processing Facility. Means a State-permitted commercial Solid Waste facility listed in Exhibit 9 which accepts and processes Unicycling for diversion from landfill disposal. The City reserves its Flow Control Rights over the Mixed Waste Processing Facility.

1.64 Multi-Family Dwell ing (MFD) Collection Service. MFD Solid Waste Collection Service serves a Multi -Family Dwelling, and specifically includes the following,

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MFD Garbage Collection Service, MFD Large Item Collection Service, MFD Organic Waste Collection Service, and MFD Recycling Service:

A. MFD Garbage Collection Service. The Collection of Garbage, by Contractor, from MFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility.

B. MFD Large Item Collection Service. The periodic on -call Collection o f Large Items, by Contractor, from MFD Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recovery Facility or such other facility as may be appropriate under the terms of this Agreement. MFD Large Item Collection Service may include the Collection of Large Items using Roll-Off Containers.

C. MFD Organic Waste Collection Service. The Collection of Organic Waste, by Contractor, from MFD Service Units in the Service Area, the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the disposal of all MFD Organic Waste Processing Residue.

D. MFD Recycling Service. The Collection of Recyclables Materials by the Contr actor from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all MFD Recyclables Materials Processing Residue.

1.65 Municipal Code. Code means the City of Santa Clarita Municipal Code.

1.66 Non-Collection Notice. A written notice approved by the Agreement Administrator that notifies a Service Recipient of the reason Contractor did not Collect Solid Waste set out for Collection.

1.67 Organic Waste. “Organic Waste” has the same meaning as set forth in Section

15.44.010 of the Municipal Code and means Food Waste, Green Waste, Wood Waste, and food-soiled paper waste that is mixed in with Food Waste.

1.68 Organic Waste Collection Serv ice. The Collection of Organic Waste from Service Units and processing at an Organic Waste Processing Facility, and the disposal of all Organic Waste Processing Residue.

1.69 Organic Waste Processing Facility. “Organic Waste Processing Facility” means any facility designed, operated and legally permitted for the purpose of receiving and processing Food Waste, Green Waste, and Organic Waste listed in Exhibit 9. The City shall designate the Organic Waste Processing Facility for the Contractor to deliver Collecte d Organic Waste material under this Agreement.

1.70 Overage. Overage means Solid Waste set out for Collection either on top of or outside of a Container or in any manner that prevents the Container lid from completely closing or potentially cause Solid Waste to spill during Collection by Contractor’s vehicles.

1.71 Premises. “Premises” means any land or building in the City where waste is generated or accumulated.

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1.72 Prohibited Container Contaminants. “Prohibited Container Contaminants” means any of the following but does not include Organic Waste specifically allowed for Collection in a Container that is required to be transported to a high diversion organic waste processing facility if the waste is s pecifically identified as acceptable for Collection in that Container in a manner that complies with the requirements of 14 CCR Section 18984.1, 18984.2, or 18984.3. (A) Non-Organic Waste placed in a Collection Container designated for Organic Waste provided pursuant to 14 CCR Section 18984.1 or 18984.2; (B) Organic Wastes that are, carpet, hazardous wood waste, or non -compostable paper placed in the Collection Container that is part of an Organic Waste Collection Service provided pursuant to 14 CCR Section 18984.1 or 18984.2; (C) Organic Wastes, placed in a Collection Container designated for Garbage, that pursuant to 14 CCR Section 18984.1 or 18984.2 were intended to be Collected separately in a Collection Container designated for Organic Waste or Recyclab le Materials; (D) Organic Wastes placed in the Collection Container designated for Recyclable Materials shall be considered Prohibited Container Contaminants when those wastes were specifically identified in this Agreement, or through local ordinance for Collection in the Container designated for Organic Waste, or mutually agreed to and promulgated by the City and Contractor. Paper products, printing and writing paper, wood and dry lumber may be considered acceptable and not considered Prohibited Container Contaminants if they are placed in Collection Container designated for Recyclable Materials; and (E) Exempt Waste placed in any Collection Container.

1.73 Quarter. A three-month period during a calendar year. The first Quarter is January through March. The se cond Quarter is April through June. The third Quarter is July through September. The fourth Quarter is October through December.

1.74 Rate Year. Rate Year means the period January 1st to December 31st, for each year during the Term of this Agreement.

1.75 Recyclable Materials. “Recyclable Materials” has the same meaning as set forth in Section 15.44.010 of the Municipal Code and means those materials that are separated from Solid Waste prior to disposal to be recycled consistent with the requirements of the Act.

Recyclable Materials that can be placed in the Recycling Container include but are not limited to, glass and plastic bottles, aluminum, tin and steel cans, metals, unsoiled paper products, printing and writing paper, and cardboard, and any other items as deter mined by the Agreement Administrator.

1.76 Recycling. “Recycling” means the process of collecting, sorting, cleansing, treating and/or marketing Recyclable Materials that would otherwise become Garbage, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace. The collection, transportation or disposal of Solid Waste not intended for, or capable of, reuse is not Recycling. “Recycling” does not include transformation as defined in Public Resource Code Section 40201.

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1.77 Residential Collection Service. “Residential Collection Service” means ongoing regularly scheduled collection of Solid Waste by an Exclusive Franchise from Residential Service Units and MFD Service Units and the delivery of that Solid Waste to a Disposal Facility, Recycling Facility, and/or Organics Processing Facility.

1.78 Residential Premises. “Residential Premises” means: (i) any building or structure, or portion thereof, that is used for residential housing purposes and has four (4) or fewer distinct living units; and (ii) any multiple unit residential complex which, with the prior written approval of the City Manager, receives Solid Waste Collection services using standard residential Containers.

1.79 Residual or Residuals. “Residual” or “Residuals” means Solid Waste that is not Diverted from landfill Disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclables Processing Facility for processing for Diversion from landfill Disposal. Residual does not include Recyclable Materials or Organic Material that is processed for Diversion but lacks an available market.

1.80 Roll-Off Container. A metal container with a capacity of ten (10) or more cubic yards t hat is normally loaded onto a specialized Collection vehicle and transported to an appropriate facility.

1.81 Santa Clarita Valley. “Santa Clarita Valley” shall include the unincorporated areas of North Los Angeles County.

1.82 SB 1383. “SB 1383” means State of Cali fornia Senate Bill 1383 Short -lived Climate Pollutants: Organic Waste Reductions, approved September 19, 2016.

1.83 Self-Haul. Collection of Solid Waste by the resident, owner, or occupant of the Premises on which the Solid Waste was generated pursuant to a Cit y-issued permit and in accordance with the requirements of the Municipal Code.

1.84 Service Area. That area within the city limits of the City of Santa Clarita designated by City as the Service Area.

1.85 Service Recipient. An individual or entity receiving Collection Service.

1.86 Service Unit. “Service Unit” means a single subscriber to Contractor’s Collection Services. SFD Service Units, MFD Service Units, MXD Service Units, City Service Units or Commercial Service Units. Service Unit specifically includes the following:

A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll-Off Container(s) for the accumulation and set-out of Solid Waste. City Service Units are the properties set forth in Exhibit 3 and may be modified by written notice to Contractor by the City.

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B. Commercial Service Unit. All retail, professional, wholesale and industrial facilities, and other commercial enterprises offering goods or services to the public that utilize a Garbage Bin, Cart, Compac tor, Roll-Off Container for the accumulation and set-out of Commercial Solid Waste.

C. Multi-Family Dwelling and MFD Service Unit. “Multi-Family Dwelling” and “MFD” shall mean any building or structure, including but not limited to Mobile Home Parks, or port ion thereof, used for residential purposes having five or greater distinct living units.

D. MXD (Mixed-use Development) Service Unit. A mix of Commercial Service Units and five (5) or greater Dwelling Units in the Service Area utilizing any combination of Co llection Containers for the accumulation of and set out of Solid Waste.

E. SFD Service Unit. Any Single-Family Dwelling Unit in the Service Area utilizing a Cart for the accumulation and set out of Solid Waste originating from SFD Residential Premises.

1.87 SFD C ollection Service. SFD Garbage Collection Service, SFD Recycling Service, SFD Organic Waste Collection Service, and SFD Large Item Collection Service.

A. SFD Garbage Collection Service. The Collection of Garbage, by Contractor, from SFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility.

B. SFD Large Item Collection Service. The periodic on -call Collection of Large Items, by Contractor, from SFD Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recovery Facility or other such facility as may be appropriate under the term s of this Agreement. SFD Large Item Collection Service does not include the Collection of Large Items using Roll -Off Containers.

C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by Contractor, for SFD Service Units in the Service Area , the delivery of those Organic Waste Materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the disposal of all SFD Organic Waste Processing Residual.

D. SFD Recycling Service. The Collection of Recyclable Materials by the Contractor from SFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials.

1.88 Single-family Dwelling or SFD . “Single-family/duplex dwelling” or “SFD” means any residential premises with fewer than five (5) units single attached dwelling units, each designed for use by one bona fide housekeeping group.

1.89 Sludge. The accumulated solids, residues, and precipitates g enerated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar dispo sal appurtenances or any other such waste having similar characteristics or effects.

1.90 Solid Waste. “Solid Waste” means all putrescible and non -putrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes,

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industrial wastes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, 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, as set forth in California Public Resources Code Section 40191(a)(b), as amended from time to time. Solid Waste includes Recyclable Materials but does not include (1) Hazardous Waste; (2) radioactive waste regulated pursuant to the Health and Safety Code Section 114960 et seq.; and (3) medical waste regulated pursuant to the Health and Safety Code Section 117600 et seq.

1.91 Source Separated. “Source Separated” means materials that have been kept separate in the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing in order to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted products, which meet the quality standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section 17402.5(b)(4).

1.92 SRRE (Source Reduction and Recycling Element). A formal planning document that demonstrates how the City will comply with the Act’s diversion goals.

1.93 Term. “Term” means the time period or duration which the Agreement is in effect.

1.94 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 9 as City-approved locations conveyance of Solid Waste Collected by Contractor into larger vehicles prior to transportation of the Solid Waste to a Disposal Facility or Processing Facility.

1.95 Unicycling. A method of separating trash and recyclable materials in a single Collection Container. Trash materials are collected in bags and deposited into the Collection Container and recyclable materials are deposited into the Collection Container loose a nd unbagged.

1.96 Universal Waste or U-Waste. Electronic devices, dry-cell batteries, non-empty aerosol cans, fluorescent lamps, and fluorescent bulbs, mercury thermostats, and other mercury containing equipment.

1.97 Waste. “Waste” means the useless, unused, unwan ted or discarded material and debris resulting from normal residential and commercial activity or materials which, by their presence, may injuriously affect the health, safety, and comfort of persons or depreciate property values in the vicinity thereof.

1.98 Waste Generator. “Waste generator” means any person, as defined by the most current version of the Public Resources Code, whose act or process produces solid waste

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as defined in that same code, or whose act first causes solid waste to become subject to regulation.

1.99 Waste Reporting System (WRS). The electronic data recording and reporting system that Contractor uses to provide data and reports that this Agreement requires Contractor to give to the City.

1.100 White goods. “White goods” means enamel-coated major appliances, such as washing machines, clothes dryers, hot water heaters, stoves, and refrigerators.

1.101 Work Day. Any day, Monday through Saturday, that is not a Holiday as set forth in Section 5.03 of this Agreement.

1.102 Wood Waste. “Wood waste” means Solid Waste consisting of stumps, large branches, tree trunks, and wood pieces or particles that are generated from the manufacturing or production of wood products , harvesting, processing or storage of raw wood materials, or construction and demolition activities.

Article 2. Term of Agreement

2.01 Initial Term. The initial term of this Agreement will be for ten (10) year period beginning July 1, 2023 and terminating on June 30, 203 3. Contractor shall commence performance of its Collection Service obligations under this Agreement on July 1, 2023 (“Commencement Date”).

2.02 Extension of Term. Contractor may request up to two, five (5) year term extension to the Initial Term, and at City’s sole option, City may grant Contractor’s request to extend the term. Under no circumstances will City be obligated to extend the term.

Contractor must request the first five (5) year extension by June 30, 2031 in order to be eligible for the term extensio n, and June 30, 2036 in order to be eligible for the second term extension.

2.03 Performance Review Prior to Five (5) Year Extension. A billing audit and performance review shall be conducted two years prior to the end of the Initial Term (i.e., during 2031, and to be completed by December 31, 2031) as described in Section 17.02. The cost of the review shall be paid as specified in that Section. In order to be eligible for an Extension of the Term of the Agreement under Section 2.02, Contractor must meet billing and performance standards to the satisfaction of the City. In the event Contractor fails to meet the minimum service and diversion requirements set forth in Section 8.01.1, this Agreement will terminate on June 30, 2033 as set forth in Section 2.01 of this Agreement.

Article 3. Conditions Governing Services Provided by Contractor

3.01 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and conditions set forth herein, the exclusive franchise, right and privilege to collect, remove

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and dispose of, in a lawful manner, Solid Waste, Recyclable Materials, and Organic Materials accumulating in the City’s Service Area that are required to be accumulated and offered for collection to the Contractor in accordance with the City’s Municipal Code, for the Term of and within the scope set forth in this Agreement.

3.02 Recyclable Materials Organic Waste, and Bulky Waste Discarded by Service Recipients. This Agreement shall not prohibit any person from selling Recyclable Materials or Organic Waste or giving Recyclable Mat erials or Organic Waste away to persons or entities other than Contractor. However, in either instance: (1) the Recyclable Materials or Organic Waste must be source separated from and not mixed with other Solid Waste; and (2) the seller/donor may not pay the buyer/donor any consideration for collecting, processing or transporting such Recyclable Materials or Organic Waste. A discount or reduction in the price for collection, disposal and/or recycling services for any form of un -segregated or segregated Solid Waste is not a sale or donation of Recyclable Materials or Organic Waste and such Solid Waste does not qualify for this exception. However, once the Recyclable Materials or Organic Waste have been placed in the Collection Container and the Container set out for Collection, the Recyclable Materials or Organic waste become the property of Contractor.

3.03 Exclusions to Exclusivity.

3.03.1 Specialized Recyclable Materials. If Contractor is unable or unwilling to Collect and process for diversion specialized materials, including, but not limited to, Organic Waste, metals, Construction and Demolition Debris, laboratory waste, pallets and others, and which a third party is able to re -use or Recycle, Service Recipients shall have the right to engage the third -party recycler to collect and Recycle those Source -Separated Recyclable Materials provided that the diversion is verified by the City and the third party obtains a City recycling permit.

3.03.2 Recyclable Materials Sold By Commercial Generator. If the Waste Generator at a Com mercial Service Unit has source separated Recyclable Material, the Waste Generator is entitled to sell that Recyclable Material or be otherwise compensated in a manner resulting in a net positive payment to the Waste Generator, when such collector is permitted as appropriate under the City Municipal Code.

3.03.3 Byproducts of Food and Beverage Processing. Under AB 3036 (2018), certain byproducts from the processing of food or beverages from agricultural or industrial sources, provided they do not include animal, i ncluding fish, processing byproducts, they are Source - Separated, they are not discarded (meaning the generator may not pay the recipient any consideration, or accept a discount or reduction in price for collecting, processing, or transporting such material ), and they are used as animal feed, are exempted from this Exclusive Franchise Agreement. Entities requesting exemption must apply to the City and be any of the following:
registered pursuant to Section 110460 of the Health and Safety Code, or be exempted from registration pursuant to Section 110480 of the Health and Safety Code, or be a beer manufacturer as

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defined in Section 23012 of the Business and Professions Code, or a distilled spirits manufacturer, as defined in Section 23015 of the Business and Professions Code.

3.03.4 Donated Solid Waste. Recyclable Materials, Organic Waste, or Large Items which is Source Separated at any premises by the waste generator and donated to youth, civic or charitable organizations qualified as such pursuant to Federal law.

3.03.5 Gardening or Landscape Services. Green Waste removed from a premises by a gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that company rather than as a hauling service;

3.03.6 Temporary Services. Temporary Col lection services for Solid Waste and Construction and Demolition Debris is covered under the City’s Limited Franchise Agreement and Contractor must abide by terms of that agreement for Collection and processing and Diversion of Construction and Demolition Debris.

3.03.7 Permanent Roll -offs. Permanent Roll-off Collection services for Solid Waste and Construction and Demolition Debris in a Roll-Off Container is covered under the City’s Limited Franchise Agreement and Contractor must abide by terms of that agreement for Collection and processin g and Diversion of Construction and Demolition Debris.

3.04 Responsibility for Service Billing and Collection. Contractor is responsible for the billing and collection of payments for Collection Services within the Service Area.

Article 4. Franchise Fees and Payments

4.01 Contractor’s Payments to City. The Parties agree that all fees and any payments owed by Contractor to City under this Agreement are the product of extensive negotiations and constitute valid consideration for the rights and privileges granted to Contractor under this Agreement.

4.02 Reimbursement for the Cost of Procurement Process. Contractor shall reimburse the City a one -time fee for the cost of the Franchise Agreement solicitation, evaluation and award process of Three Hundred Thousand Dollars ($300,000). This fee shall be due and payable on the thirty (30) day after the Effective Date of the Agreement.

4.03 Quarterly Fees and Payments. The following quarterly fees and payments shall be due and payable on the twentieth (20 th) day of the month following the end of ea ch Quarter for which the Collection Services were provided; first such payment being due on October 20, 2023. The City Council may adjust the Quarterly Fees by resolution, in which case Contractor shall be entitled to a rate adjustment as a City-directed change in accordance with Section 30.01. The Quarterly Fees shall be accompanied at the time of payment by a written report, in a format acceptable to the City, setting forth the calculations Contractor used to determine the amount due and the basis for those calculations. Figures used in the report shall be taken from Contractor’s general books of account, and Contractor shall retain

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all supporting doc umentation in accordance with the records retention requirements in Section 22.01.

4.03.1 Franchise Fee. Contractor shall pay the City a quarterly Franchise Fee equal to ten percent (10%) of the Gross Revenue received by the Contractor from Collection Services provided in the City pursuant to this Agreement.

4.03.2 Marketing and Sales of Recyclable Materials. Contractor shall be responsible for marketing and sale of all Recyclable Materials Collected pursuant to this Agreement. Contractor shall pay City $5.50 per ton on Recyclable Materials revenue. This shared revenue, from all recovered Recyclable Material, except for organic waste or Diverted Bulky Items, shall be paid to the City on a quarterly basis, within 20 days of the end of the Quarter. City may apply late penalties as specified in Exhibit 6.

Tonnage upon which the shared revenue is calculated shall be the tonnage after processing and removing residual waste, if the Contractor can document to the City’s satisfaction these tonnage figures. If such documentation is not available in a sufficient form, shared revenue shall be based on the tonnage delivered for processing. Tonnage reports, broken down by month, shall accompany quarterly payments.

4.04 Annual Fees and Payments. The following annual fees and payments shall be due and payable on July 1 of each calendar year; the first such payments being due on May 1, 2023. The City Council may adjust the Annual Fees by resolution, in which case Contractor shall be entitled to a rate adjustment as a City -directed change in accordance with Section

30.01. On each anniversary of the Commencement Date, each of the following annual fees and payments shall increase by the same percentage that the Maximum Service Rate increases for that same Calendar Year.

4.04.1 Administrative Fee. In consideration of the administrative costs of managing the City’s solid waste program, Contractor shall pay City an annual Administrative Fee of Three Hundred Thousand Dollars ($300,000).

4.04.2 SB 1383 Implementation Fee. In consideration of the implementation, reporting, and enforcement costs of SB 1383, Contractor shall pay City an annual SB 1383 Implementation Fee of One Hundred and Thirty Thousand Dollars ($130,000).

4.04.3 Advertising and Outreach Contribution. Contractor shall pay the City an annual Advertising and Outreach Contribution in the amount of Twenty Thousand Dollars ($20,000).

4.05 Time and Method of Payment. Contractor shall pay all amounts owed under this Article without prior notice or demand and without abatement, deduction, offset or credit in lawful money of the United States, on or before the applicable due date, unless the due date lands on a weekend or Holiday, in which case the due date shall be the next Business Day. If sent by U.S. mail, the remittance must be post -marked on or before the due date. If hand - delivered, Contractor must request and receive a date-stamped receipt from the City by 5:00 p.m. on the due date.

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4.06 Late Payments. In the event Contractor fails to pay the City any amounts owed under this Article on or before the applicable due date, then in addition to the amou nts already owed, Contractor shall pay a penalty as specified in Exhibit 6, except to the extent that such lateness is due to extenuating circumstances. Contractor must submit any request for approval of a late payment in writing at least five (5) Business Days prior to the date on which fees are due, and the request must be accompanied by a written explanation of the extenuating circumstances and adequate supporting documentation. The City shall not unreasonably withhold its approval, and shall notify Cont ractor within three (3) business days of receiving the request whether and to what extent the request has been approved.

4.06.1 Taxes and Utility Charges. The Contractor shall pay all taxes lawfully levied or assessed upon or in respect of the operating assets o r the Collection Services, or upon any part thereof of upon any revenues necessary for the operation of the operating assets and the provision of the Collection Services, when the same shall become due.

4.06.2 Franchise Fee Disputes. In the event of any disputes between the Contractor and the City with respect to the fees described in this Article 4, the City shall provide the Contractor with written objection within 180 days of the receipt of the written report described in Section 4.03, encompassing the dispute amount. The City shall state its objections in writing with reference to the applicable portion(s) of the report and its reasons then known for its dispute. The Parties agree to meet and confer regarding any such dispute.

Article 5. General Requirements

5.01 Service Standards. Contractor must perform all Collection Services under this Agreement in a thorough and professional manner as described in Article 25, while meeting the minimum performance and diversion standards listed in Article 17 according to the Sustainability and Compliance Plan (Exhibit 10) developed by the Contractor and approved by the City.

5.02 Labor and Equipment. Contractor must provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of Contractor’s obligations under this Agreement. Contractor m ust always have sufficient backup equipment and labor to fulfill Contractor’s obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of labor, equipment, tools, facilities or supervision will be provided or p aid to Contractor by City or by any Service Recipient except as expressly provided by this Agreement.

5.03 Holiday Service. The City observes New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day as legal holidays.

Contractor is not required to provide Collection Services or maintain office hours on the designated holidays. In any week in which one of these holidays falls on a Work Day, SFD Collection Services for the holiday and each Work Day thereafter will be delayed o ne Work Day for the remainder of the week with normally scheduled Friday SFD Collection Services

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being performed on Saturday. Commercial Collection Services will be adjusted as set forth in Article 12 but must meet the minimum frequency requirements of one (1) time per week.

Collection Services will not take place on Sundays, unless previously authorized by the Agreement Administrator.

5.04 Inspections. Subject to Contractor’s appropriate safety protocols, the City has the right to inspect Contractor’s facilities or Collection Vehicles and their contents used to provide services pursuant to this Agreement at any reasonable time while operating inside or outside the City.

5.05 Commingling of Materials.

5.05.1 SFD Materials Collected in Santa Clarita. Contractor may not at any time commingle any SFD materials Collected pursuant to this Agreement with any other material Collected by Contractor inside or outside the City of Santa Clarita without the express prior written authorization of the Agreement Administrator.

5.05.2 Commercial Materials Collected in Santa Clarita. Contractor may commingle Commercial materials collected pursuant to this Agreement with other materials collected outside the City of Santa Clarita, provided that Contractor tracks the tonnage of Commercial material collected inside the City of Santa Clarita separately using a City -approved allocation methodology. Changes to the allocation methodology may only be mad e with the express prior written authorization of the Agreement Administrator.

5.05.3 Recyclable Materials. Subject to Sections 10.08.2 and 12.04.4, Contractor may not at any time commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with any other material type Collected by Contractor without the express prior written authorization of the Agreement Administrator.

5.05.4 Organic Waste. Subject to Sections 10.09.4 and 12.05.7, Contractor may not at any time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any other material type Collected by Contractor, without the express prior written authorization of the Agreement Administrator.

5.05.5 Commingled Garbage and Recyclables. Only in special circumstances in which separate Collection Containers pose a challenge due to space or logistical constraints, and with prior written authorization of the Agreement Administrator, Contractor will Collect Commercial Garbage and Recyclable Materials in the same Collection Container, using a Split-bin or Unicycling, for the purposes of processing Recyclable Materials for diversion.

5.06 Recyclable Materials and Organic Waste Contamination. Contractor must offer the Service Recipients the correct combination of Cart and Bin sizes and collection frequency beyond the minimum bundled service requirements as n ecessary, that matches their unique service needs to reduce contamination of Recyclable Materials and Organic

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Waste, and provide service at least cost to Service Recipient. To support City’s diversion goals and Contractor’s Diversion Requirements as set fo rth in Section 8.01.1, Contractor is only required to collect and process Recyclable Materials if they have been separated by the Service Recipient fr om Garbage and Organic Waste and will only be required to collect Organic Waste if it has been Source Separated by the Service Recipient from Garbage and Recyclable Materials.

As part of Contractor’s Public Education Services under Section 20.02, Contractor has agreed to provide outreach and support to Service Recipients as described in the Contractor’s Sustainability and Compliance Plan provided as Exhibit 10 and Outreach and Education Plan provided as Exhibit 11. Additionally, Contractor’s rout e collection personnel will report to Contractor’s supervisors if they observe potential contamination problems, and/or insufficient collection capacity. For purposes of determining if Recyclable Materials or Organic Waste are deemed to be contaminated, if , by visual or digital inspection, Recyclable Materials are commingled with ten percent (10%) by weight or volume of Garbage or Organic Waste, or if, by visual inspection, Organic Waste is commingled with three percent (3%) by volume of Garbage or Recyclab le Materials, then Recyclable Materials and/or Organic Waste will be deemed to be contaminated and Contractor may take the following steps:

5.07 Violations by Service Recipients. The following provisions will apply to all Commercial, MFD, MXD, and SFD Service Recipients.

5.07.1 First and Second Occurrence. For the first and second occurrence within any one continuous 12 month period of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), Contractor must collect the contaminated contai ner (as Solid Waste) and must affix a Contamination Violation Notice to the contaminated container which contains instructions on the proper procedures for sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of excess contamination, the Service Recipient may be charged a contamination fee for the contaminated container, and Contractor may increase the Collection Container size, or require an additional Collection Container. Contractor’s representative must also contact the Service Recipient by phone, U.S. mail, e -mail, or in person (which may be a container tag) to ensure that they have the appropriate level o f service for proper collection of Recyclable Materials and/or Organic Waste. Contractor must also document the contamination issue in the Waste Reporting System provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient’s on-going contamination problems.

5.07.2 Third Occurrence. For the third or subsequent occurrence within any one continuous 12-month period of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), Contractor must collect the contaminated Container (as Solid Waste) and must charge the Service Recipient a contamination fee as set forth in Exhibit 1. Contractor must continue providing the Recyclable Materials or Organic Waste Collection Services. Contractor must provide (or have provided) digital/photographic documentation to the Service Recipient that clearly documents the Service Recipient’s on -going contamination problems and written Notices of contamination as described above. Contractor may increase the Container si ze or collection frequency and impose a contamination surcharge on the account for a period of six months or until

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the Service Recipient has demonstrated no contamination for a period of three consecutive months.

Contractor must document contamination issue and surcharge in Waste Reporting System and notify City within five (5) Business Days if Contractor increases the Container size or collection frequency for excessive contamination or imposes the contamination surcharge to the account. City will consult with Contractor and consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the contamination.

5.08 Tracking Occurrences of Contamination. Regarding Section 5.07, each Contamination occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar Year if contamination occurrences are not active and cons ecutive. Where contamination is occurring, and occurrences are consecutive and unremedied their count shall continue across Calendar Years until remedy occurs. In this case, once the Service Recipient has demonstrated no contamination for a period of three consecutive months the tracking calendar will reset.

5.09 Disputes Over Excess Contamination Charges. If Service Recipient disputes a contamination charge (which must be within 30 days of them being assessed), Contractor will temporarily halt any contamination charge and/or increased Maximum Service Rate resulting from increasing the Collection Container size, or collection frequency, and Contractor may request a ruling by the City Manager to resolve the dispute. During the pendency of any request, Contractor m ay restore Container size or number, or collection frequency to the prior levels. A request by Contractor to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of Contractor’s halting of contamination charge, or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a meeting (in person or phone) with both the Service Recipient and Contractor to resolve the dispute. Following such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute between and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, Contractor will credit the disputed contamination charges or increased Maximum Service Rate. If the City Manager rules in favor of Contractor, Contractor may charge Service Recipient the prior halted contamination charge and/or increased Maximum Service Rate re sulting from increasing the Collection Container size or collection frequency and may follow the steps in Section 7.07 for collection of delinquent accounts.

5.10 Container Overage and Correction Procedures. If a Customer is found to habitually overflow their Collection Container(s), i.e., lid will not close, and/or material not contained within Container Contractor may take the steps as listed below to co rrect Customers’ on -going overflow of material. All customers will be notified of Collection Overages. Contractor shall notify the City regarding Commercial, MFD, and MXD customers that habitually overflow their Containers so that the City can take approp riate action with such customers in order to secure discontinuance of the overages.

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5.11 Overage and Correction Procedures. Contractor shall provide the Service Recipients the correct combination of Collection Containers and collection frequency that matches each Service Recipient’s unique service needs to enable clean, efficient, and cost - effective collection of Solid Waste, Recyclable Materials, and Organic Waste. City and Contractor agree that overflow of Solid Waste that is not properly in the Service Recipient’s Solid Waste Collection Containers negatively impacts public health and safety. Contractor has also agreed to conduct recycling audits and provide outreach and support to Service Recipient accounts receiving the correct service level. However, if Serv ice Recipients are found to habitually overflow their Solid Waste Collection Containers, Contractor may take the steps as listed below to correct Service Recipient’s on-going overflow of Solid Waste.

5.12 Prior Arrangements For Collection. If the Service Recip ient has made prior arrangements with Contractor for Collection of Solid Waste Overages, Contractor must collect such Overages as arranged, and may charge the Service Recipient the Solid Waste Overage fee (prior arrangement) rate set forth in Exhibit 1.

5.13 No Prior Arrangements. If the Service Recipient has not made prior arrangements with Contractor for Collection of Solid Waste Overage, (i) Contractor may collect such Solid Waste Overage at no additional charge as a courtesy, (ii) Contractor may not Collect the Solid Waste Overage and leave a Non-Collection Notice explaining the reason for non-collection of the Solid Waste Overage, (iii) Contractor may Collect the Solid Waste Overage (up to two lifts) and charge the Service Recipient the Solid Waste Overage fee (no prior arrangement) rate set forth in Exhibit 1 as provided below, or increase the capacity or frequency of Collection of the existing Collection Container(s) to match documented service needs as provided below. In managing Solid Waste Overages, the following apply:

5.13.1 SFD Service Recipients – Each Occurrence. For each occurrence Contractor will not collect the Solid Waste Overage if the Collection Container could not be serviced by normal operating procedures or cause spillage upon servicing and Contr actor must provide the following written notice via e -mail, U.S. mail, or in person (which may be by Non -Collection Notice) to the Service Recipient: (i) the date, description and photograph of the Solid Waste Overage and document in the Waste Reporting System. Contractor’s Non-Collection Notice for SFD Service Recipients shall also contain instructions on (a) how to schedule a Large Item Collection or (b) request an additional Collection Container to eliminate future Overages.

5.13.2 Commercial and MFD/MXD Servi ce Recipients – Each Occurrence.

Contractor must provide a written notice on the Container and may provide a copy of the notice via e-mail, U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient with the date, description and photograph of the Solid Waste Overage. Contractor may collect the Solid Waste Overage and may charge the Service Recipient a Solid Waste Overage fee as set forth in Exhibit 1, and increase the capacity, or collection frequency of the Collection Contain er to match documented service needs. At least ten (10) Business Days prior to increasing the Collection Container size, or frequency of Collection, Contractor’s representative must also contact the Service Recipient by phone, U.S. mail, e-mail or in person (which may be by Non-Collection Notice) to ensure

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that Service Recipient has the appropriate level of service. Contractor must document overage issue in the Waste Reporting System and notify City within ten (10) Business Days of any changes in Service Re cipient’s Collection Container size or collection frequency. The increased capacity or collection frequency will remain in effect until Contractor determines that it is no longer needed to prevent overages, which may be longer than the one Calendar Year stated above. Such determination will be in Contractor’s sole but reasonable discretion and will be subject to the dispute resolution procedure set forth below. City will consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the overages.

5.14 Tracking Occurrences of Solid Waste Overage. Regarding Sections 5.11 – 5.13 after twelve (12) months have passed from the last applicable Solid Waste Overage occurrence, the next Solid Waste Overage occurrence will be de emed a first Solid Waste Overage occurrence.

5.15 Disputes Over Container Overflow Charges. If Service Recipient disputes a Solid Waste Overage charge or container size or collection frequency change within 30 days of the disputed action, Contractor must temporarily halt Solid Waste Overage charge and/or increased Maximum Service Rate resulting from increasing the Collection Container size or collection frequency, and Contractor may request a ruling by the City Manager to resolve the dispute. During the pendency of any request, Contractor may restore Container size or number, or collection frequency, to the prior levels. A request by Contractor to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of Contractor’s halting of Solid Waste Overage charge, or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a meeting (in person or phone) with both the Service Recipient and Contractor to resolve the dispute. Following such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute between and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, Contractor must credit the disputed charge or increased Maximum Service Rate. If the City Manager rules in favor of Contractor, Contractor may charge Service Recipient the prior halted Solid Waste Overage charge and/or increa sed Maximum Service Rate resulting from increasing the Solid Waste Collection Container size or collection frequency and may follow the steps in Section 7.07 for collection of delinquent accounts.

5.16 Ownership of Materials. Except as provided otherwise under Applicable Law, title to Residential Waste, Commercial Solid Waste, Recyclable Materials, and Organic Waste will pass to Contractor at such time as said materials are set out for Collection.

5.17 Spillage and Litter. Contractor may not litter premises in the process of providing Collection Services or while its vehicles are on the road. Contractor must transport all materials Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of Resident ial Waste, Commercial Solid Waste, Recyclable Materials, or Organic

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Materials and must immediately, at the time of occurrence, clean up such spilled or dropped Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic Materials.

5.17.1 Except a s provided in Section 12.03.3, Contractor is not responsible for cleaning up sanitary conditions caused by the carelessness of the Service Recipient; however, Contractor must clean up any material or residue that is spilled or scattered by Contractor or its employees.

5.17.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from Contractor’s operations or equipment repair must be covered immediately with an absorptive material and removed from the street surface. Contractor must document spillage in the Waste Reporting System and notify City’s stormwater compliance coordinator within ninety (90) minutes of any spills resul ting from Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent and cleaning technique to the street surface to provide adequate cleaning as approved by the City’s stormwater compliance coordinator to be compliant with the City’s stormwater permit.

5.17.3 The above paragraphs notwithstanding, Contractor must clean up any spillage or litter caused by Contractor within ninety (90) minutes upon notice from the City. If City deems necessary, Contractor must engage third -party environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. If clean-up is not conducted to satisfaction of City, City has right to engage environmental clean-up specialist to perform additional clean -up work at the expense of Contractor.

5.17.4 In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., any physical damage in excess of a simple cosmetic stain caused by the spill), Contractor shall be responsible for all repairs to return the street to the same condition as that prior to the spill.

Contractor shall be responsible for all clean -up activities related to the spill. Repairs and clean -up shall be performed in a manner satisfactory to the City and at no cost to the City.

5.17.5 To facilitate immediate cleanup, Contractor’s vehicles must always carry sufficient quantities of petroleum absorbent materials along with a broom and shovel.

5.18 Green and Organic Waste Capacity. Contractor shall use commercially reasonable efforts to guarantee capacity for all City Green and Organic Waste for the term of the Agreement using a facility listed in Exhibit 9.

5.19 Regulations and Record Keeping. Contractor must comply with emergency notification procedures required by Applicable Laws and regulatory requirements. All records required by regulations must be maintained at Contractor’s facility. These records must include waste manifests, waste inventories, waste characterization records, inspe ction records, incident reports, and training records.

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Article 6. Collection Service Rates

6.01 Collection Service Rates. Contractor is solely responsible for determining the rates it will charge for providing the Collection Services, provided that Contractor shall not charge any Service Recipient an amount that exceeds the applicable Maximum Service Rate set forth in Exhibit 1, which may only be adjusted as provided in this Agreement.

6.02 Senior / Low-Income Discount as Contractor’s Good Will. In exchange for the good will of the City and the general public, Contractor voluntarily agrees to discount the rate it charges for Collection Services provide to eligible Service Recipients (the “Discount”) and that the Discount shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients. Contractor shall make the Discount available to any person who demonstrates through appropriate documentation that they are:
(i) 60 years of age or older; or (ii) a person of low, lower, or e xtremely low income, and enrolled in a discounted utility program; and (iii) the service account holder; and (iv) the head of household and occupant at the Service Unit address. Contractor shall provide the City and all persons in the City then currently subscribed Contractor’s Discount rate program describing and explaining how to qualify for and receive the Discount. Contractor shall thereafter advertise the availability of the on its website throughout the Term of this Agreement and at least once per ye ar by direct notice to all SFD Service Recipients.

Adjustments to Maximum Service Rates using CPI -U. Beginning on January 1, 2025, and annually thereafter, Contractor shall, subject to compliance with all provisions of this Section, receive an annual adjustment to the Maximum Service Rates as set forth in Exhibit 1 to this Agreement.

6.03 Pre-payment Discount. Contractor will provide a one -month discount to the total annual bill for all SFD Service Recipients that pre-pay their bill on an annual basis. The annual pre-payment must occur between January 2 nd and January 31st to be effective in the current Calendar Year.

6.04 Maximum Service Rate Adjustment. The Maximum Service Rates in Exhibit 1 shall be adjusted on January 1, 2025, and annually thereafter in accordance with this Section 6.04. No other adjustments shall be made except as provided in Section 30.01.

6.04.1 CPI Adjustment Calculation. For Rate Year 2025, beginning on January 1, 2025, and for subsequent years thereafter, the rates shall be adjusted based on one hundred percent (100%) of the 12-month average change in the CPI-U for the 12-month period published immediately prior to the rate application. Therefore, the first rate adjustment effective January 1, 2025 will be based on the percentage change between the 12 -month average of the CPI -U from August 1, 2022 through July 31, 2023, and the 12-month average of the CPI-U from August 1, 2023 through July 31, 2024. The index to be used shall be the CUURS49ASA0 All Urban Consumers (CPI-U), Los Angeles- Long Beach-Anaheim, not seasonally adjusted.

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6.04.2 Annual Rate Cap on Maximum Service Rates. In any Calendar Year that the calculation of the CPI-U exceeds four percent (4%), the total adjustment for that year will equal four percent (4%) and the rollover amount will be added to the rate adjustment percenta ge in the following year, or any subsequent year. If the CPI-U is negative (after accounting for any applicable rollover percentages from prior years), there will be no CPI -U adjustment for that year.

Notwithstanding any other provision of this Agreement, all SFD Service Unit Maximum Service Rates shall remain below all jurisdictions, including Incorporated Cities and Unincorporated County Areas, with Source Separated (Garbage, Recycling, and Organic Waste) franchised collection services in the Santa Clarita Valley.

6.04.3 Rounding. Adjustments to the overall Service Rates shall be made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. All CPI indices shall be rounded at two (2) decimal places for the adjustment calculations.

6.04.4 Maximum Service Rate Adjustment Report. On or before September 15 of each year of the Term, Contractor shall deliver to City a report on its proposed adjustment to the Maximum Service Rates for the subsequent calenda r year (the “Adjustment Report”). The Adjustment Report shall be in a format as may be mutually agreed on between the City and Contractor and must contain or be accompanied by Contractor’s adjustment calculations for the specific services performed under this Agreement during the preceding Agreement Year in Microsoft Excel or other electronic format acceptable to the City. Contractor shall be solely responsible for the cost of preparing the Adjustment Report.

6.04.4.1 Corrections. In the event the City determines t he Adjustment Report contains substantial errors or omissions, Contractor shall, at its sole cost, provide a corrected report to the City. A corrected report submitted after September 15 shall be treated as a late report.

6.04.4.2 Late Report. If Contractor fails t o submit the Adjustment Report by September 15, the City may: (1) accept and consider the late Adjustment Report if the City, in its sole and reasonable discretion, deems there is sufficient time to review and approve the proposed adjustment in time for it to be implemented on January 1; or (2) accept and consider the late Adjustment Report at its earliest convenience, in which case any approved rate adjustment shall only go into effect prospectively thirty (30) days after the City’s approval. In no event s hall Contractor apply any rate adjustment retroactively.

6.04.4.3 No Report. If Contractor fails to provide any Adjustment Report, the Maximum Service Rate shall remain unchanged for the next calendar year.

6.04.5 Customer Notification. At least 30 days prior to the effec tive date of a rate change, Contractor shall prepare and distribute, subject to the direction of the City, a notice to each Customer containing the new collection rate and the effective date. Such notice shall be in a form subject to City’s approval prior to its distribution and may be included with Billings made by Contractor.

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6.05 City Approval. If Contractor provides a timely Adjustment Report, the City Manager shall notify Contractor on or before December 1 whether the City has approved the requested adjustments to the Maximum Service Rates for the next Rate Year. Approval of the City Council shall be required for any requested rate adjustment of more than four percent (4%) . The City Manager may approve all other requests or refer them to the City Council at his or her discretion.

6.06 Contractor payment for CPI -U review . Contractor shall be responsible for paying the cost of reviewing or correcting the annual CPI-U adjustment if the City determines that Contractor has made substantial errors and has not properl y submitted or correctly calculated the CPI-U adjustment.

6.07 Extraordinary Adjustments. Contractor and City acknowledge that there may be infrequent extraordinary events, including Change of Law, 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 services above the Section 6.04 Maximum Service Rate Adjustment. The obligation of the parties in such event is to act reasonably toward each othe r in arriving at an appropriate adjustment in rates. Accordingly, at its option, Contractor may apply to the City not more frequently than once annually, for an extraordinary rate adjustment should an event or circumstance arise which negatively impacts the economic operation of Contractor and which is in excess of the rate adjustment resulting from the application of Section 6.04. An extraordinary adjustment in rates will be deemed justified if it is necessary for the Contractor to make a substantial chang e in its operations, or substantial capital expenditure or investment in order to perform its obligations under this Agreement due to the occurrence of an event or circumstance which is beyond the reasonable control of Contractor. Extraordinary rate adjust ments shall only be effective after approval by the City Council.

6.07.1 Contractor’s Burden. In the event of such an application for an extraordinary rate increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable satisfaction of the City the basis for the extraordinary increase cost. Contractor shall bear the burden of justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient documentation in support of its request. Ci ty in its sole reasonable discretion may request Contractor to provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be solely responsible for the cost to of providing such additional information. Contractor shall allow City to review a report of its annual revenues and expenses for the services provided in the City prepared by a Certified Public Accountant or a licensed public accountant, which shall have been prepared in compliance with Rule 58 of the “R ules and Regulations of the State Board of Accountancy,” as established by the California Code of Regulations, Title 16, Chapter I (“Financial Statements”). Such Certified Public Accountant or licensed public accountant shall be entirely independent of the Contractor and shall have no financial interest whatsoever in the business of the Contractor. City shall have the right to review this information in connection with the City’s review of Contractor’s extraordinary rate adjustment

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request. With respect to any Financial Statements or any other non -public information (“Confidential Information”), City agrees that: (a) it will hold in confidence all Confidential Information; (b) it will restrict the disclosure of Confidential Information within its own organization and to its agents or representatives who need to know the Confidential Information for the purposes of the request; (c) it will not disclose Confidential Information to any third party, excepting those subject to subsection (b), without the prior wri tten consent of the Disclosing Parties; (d) it will not copy and/or reproduce any Confidential Information without the prior written approval of the Contractor; and (e) it will not use Confidential Information except as required for consideration of the request. City may consider increases or decreases in Contractor’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request. The City will inform the Contractor upon receiving a California Public Records Act request o r a subpoena for the Confidential Information by written notice delivered to the Contractor (“Notice”). The Contractor will have five (5) days from the date of the Notice to inform the City in writing of its intent to assert its confidentiality rights under this Agreement. The Contractor will have fifteen (15) days from the date of the Notice to seek judicial assistance to prevent the disclosure of the Confidential Information.

If the Contractor fails to act within the nine (9) or fifteen (15) day windows described above, the City may disclose the requested Confidential Information to the requestor or subpoenaing party. In the event Contractor seeks a court order to stay or enjoining the disclosure of the Records, Contractor agrees to indemnify and hold har mless the City, its Council, elected and appointed board or commission members, officers, employees, volunteers and agents (collectively, "Indemnitees") from and against any and all loss, liability, penalty, forfeiture, claim, demand, action, proceeding or suit in law or equity of any and every kind and description, whether judicial, quasi -judicial or administrative in nature, arising or resulting from or in any way connected with the subject CPRA or FOIA request for the Records. This Indemnity shall survive the expiration or termination of this Agreement.

6.07.2 Review Costs. At the time of its request, Contractor shall also submit a payment to the City of Twenty-Five Thousand Dollars ($25,000) to defray the City’s costs to review the request. In the event the City’s reasonable costs exceed that amount, Contractor shall reimburse the City for any documented amount in excess.

6.07.3 Meet and Confer. The City and Contractor agree to meet and confer regarding the request and to negotiate in good faith regarding the appropri ateness of the requested adjustment.

6.07.4 City Review; Approval. City shall review the Contractor’s request and, in the City’s sole and reasonable judgment, make the final determination as to whether an adjustment to the Maximum Service Rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. Approval of the City Council shall be required for any Extraordinary Adjustments. The City shall notify Contractor of its decision within ninety (90) calendar days regarding whether it accepts Contractor’s request. Except as provided herein, any such change approved by the City shall not be implemented until January 1 of the next Rate Year unless a different time frame is approved by the City Council.

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6.07.5 No Retroactive Adjustments. Extraordinary Adjustments may not be applied retroactively without City Council approval. Notwithstanding the preceding sentence, in no event may an Extraordinary Adjustment be applied retroactively to a date prior to July 1, 2023.

Contractor may not reque st an Extraordinary Adjustment to Initial Service Rates, nor may Contractor request an Extraordinary Adjustment prior to December 31, 2024.

6.08 Five Year Meet and Confer. The City and Contractor agree to meet and confer on or about five (5) years from the Comm encement Date regarding material changes in the cost of providing services that are substantially in excess of the rate adjustments resulting from the application of Sections 6.04 and 6.07. If it is determined that there have been material changes in the cost of providing services, then the City and Contractor agree to negotiate in good faith regarding appropriate adjustments to the rate. The process for demonstrating material changes in the cost of providing services shall follow the same process as outlined in Section 6.07.1.

6.09 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is unable by operation of Applicable Law to approve or implement a rate increase under this Article 6 , or some or all of the Maximum Service Rates are disallowed by operation of Applicable Law, Contractor will have the right, within thirty (30) days after notice of any such inability to approve or invalidation of an approved rate increase, to request, in writing, that City negotiate in good faith regarding reductions in programs, services, or fees to compensate for any negative impact from the unapproved or invalidated rate increase. If City fails to commence negotiations in good faith or negotiations are not completed within forty - five (45) days following the date of receipt of Contractor’s request, either party may terminate this Agreement no earlier than one hundred and eighty (180) days after written notice to the other.

Article 7. Collection Service Billing

7.01 Responsibility for Collection Service Billing and Collection. Contractor shall be solely responsible for the billing and collecting payments for the Collection Services it provides within the Service Area.

7.02 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or electronic mail, to each Service Recipient in advance of all services provided by Contractor under this Agreement. If sent by mail, invoices for each billing period shall be p laced in a separate envelope accompanied by a self-addressed return envelope. All invoices shall include Contractor’s e -mail address, include directions for payment by check, credit card, or Automated Clearing House (ACH) debit, and shall include or be accompanied by a complete billing statement showing all charges and all services provided. City shall have the right to direct Contractor to revise the format of all invoices and billing statements upon reasonable notice to Contractor.

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7.03 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner than the first day of the service period of Collections Services covered by the invoice.

Contractor shall invoice Service Recipients once every month for Commercial Service Units, MFD Service Units and MXD Service Units and once every Quarter for SFD Service Units.

No invoice shall be considered past due until the last day of the respective month or Quarter for which Collection Services are provided.

7.04 Partial Month Service. If, during a month, a Service Unit is added to or deleted from Contractor’s Service Area, Contractor shall pro-rate billing to the Service Recipient on a weekly basis, meaning one-fourth of the applicable rate found in Exhibit 1 multiplied by the number of weeks of service provided by Contractor.

7.05 Overpayments. Contractor shall refund or issue a service credit for overpayments by Service Recipients no later than 30 days after Contractor discovers or is notified of the overpayment and after the payment is validated. Contractor shall refund every overpayment that: (1) exceeds two hundred dollars ($200.00) or the amount of Service Recipient’s typical invoice, whichever is less; or (2) is due to the Service Recipient closing the account prior to the end of the billing period. Contractor may issue a service credit of no more than two (2) years against future invoices for all other overpayments.

7.06 Delinquent Service Accounts. Contractor shall report all Service Recipients whose accounts are delinquent by more than ninety (90) days to the Agreement Administrator on a monthly basis.

7.07 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any other provision of this Article, Contractor reserves its right to, and may take such action as is legally available to Contractor, to collect or cause collection of past due invoice amounts; provided, however, that Contractor shall never discontinue Collection Services to any Service Unit except upon fifteen (15) days prior written notice to both the Service Recipie nt and the Agreement Administrator. Written notice to be provided to the Service Unit no sooner than 15 days after the close of the prior quarter. Contractor may send a written notice to Service Recipient regarding payments of Billings during the billed service period.

Article 8. Diversion Requirements

8.01 Warranties and Representations. Contractor warrants that it is aware of and familiar with City's waste stream, and that it has the ability, and shall use commercially reasonable efforts to provide and employ sufficient programs and services to assist City in meeting or exceeding City’s Diversion goals requirements (including, without limitation, amounts of Solid Waste to be Diverted, time frames for Diversion, and any other requirements) as set forth in this Article, Ap plicable Law, and CalRecycle Regulations, and that Contractor will do so without imposing any costs or fees other than those set forth in Exhibit 1, except as provided in Section 30.01.1.

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8.01.1 Minimum Diversion Requirements. Contractor shall meet the following minimum calendar year Franchised Diversion Rates or CalRecycle Diversion Rates if subject to Waiver requested and received under Section 8.01.7:

Calendar Year Franchised Diversion Rate CalRecycle Diversion Rate July - Dec 2023 40% 55%
2024 40% 55%
2025 45% 60%
2026 45% 60%
2027 50% 65%
2028 50% 65%
2029 55% 70%
2030 55% 70%
2031and After 60% 75%

8.01.2 Annual Reporting. Contractor shall calculate the actual Franchised Diversion Rate for each calendar year and shall deliver a written report regarding the same to the City no later than August 15 of the year following the reporting period as set forth in Section 22.04.

8.01.3 Franchised Diversion Rate Calculation. Contractor’s actual Franchised Diversion Rate for any given Calendar Year shall be calculated by dividing (i) the total tonnage of Solid Waste Collected by Contractor in the City and either Disposed of at the City approved Recyclable Materials or Organic Waste Processing Facility, scavenged, or otherwise handled in a manner that counts as Diversion under applicable CalRecycle regulati ons; by (ii) the total tonnage of Solid Waste Collected by Contractor in the City.

8.01.3.1 Diversion for Scavenged Items. Contractor may estimate diversion of materials lost due to scavenging by determining how many work orders were submitted for Large Item Pickup and observed by the drivers as to be not out for collection. Contractor will provide a standard estimate of weight per item that is acceptable to the City.

8.01.4 Failure to Meet Franchised Diversion Rate. If Contractor fails to meet the minimum calendar year Franchised Diversion Rate in a given reporting period pursuant to Section

8.01.2, it shall be subject to Administrative Charges as allowed under Article 25 and specified in Exhibit 6. Contractor must also submit a written corrective action plan to the City before March 15 of the year following the missed minimum Diversion requirement. Contractor’s corrective action plan must specify all actions Contractor will take to ensure it will meet Franchised Diversion Rates in the future, and shall be subject to the review and approval by the Agreement Administrator.

Contractor’s failure to meet the minimum Franchised Diversion Rate shall not constitute a default under this Agreement so long Contractor fully implements all elements of a City approved corrective action plan. If Contractor fails to submit an adequate corrective action plan or to fully implement a

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City-approved corrective action plan, it shall subject Contractor to Administrative Charges as allowed under Article 25 and specified in Exhibit 6 in addition to any other remedies available to the City.

8.01.5 CalRecycle Diversion Rate Calculation. The actual CalRecycle Diversion Rate for any given calendar year shall be calculated with the data provided through the electronic annual report consistent with CalRecycle and Public Resources Code Section 41780.

8.01.6 Failure to Meet CalRecycle Diversion Rate. If City fails to meet any CalRecycle Diversion Rate listed in 8.01.1 due to Contractor’s failure to implement any Diversion or public education program as required by this Agreement, Contractor shall be subj ect to Administrative Charges as allowed under Article 25 and specified in Exhibit 6. Contractor must also submit a written corrective action plan to the City before March 15 of the year following the missed minimum CalRecycle Diversion Rate. Contractor’s corrective action plan must specify all actions Contractor will take to help the City to meeting all Diversion requirements under Applicable Law in the future, and shall be subject to the review and approval by the Agreement Administrator. If Contractor fails to submit an adequate corrective action plan or to fully implement a City-approved corrective action plan, it shall subject Contractor to Administrative Charges as allowed under Article 25 and specified in Exhibit 6 in addition to any other remedies available to the City.

8.01.7 Waivers. On or about July 1, 2024, and on or about August 15 henceforth, Contractor may request to waive or revise the annual Franchised Diversion requirements. The parties agree to meet and confer, and negotiate i n good faith regarding such requests, taking into account matters such as waste characterization data, trends in source reduction, the availability of permitted facilities capable of processing material to achieve the required Diversion levels, the availability of commercially viable markets for Recyclable Materials or Organic Waste, transportation constraints, embargoes, the impact of scavenging, increasing producer responsibility requirements, restrictions on single-use plastics, public safety impacts, and the passage of any other legislation that significantly impacts the waste stream mix. City, via the Agreement Administrator, may not unreasonably withhold approval of the waiver or revision provided that Contractor’s request is accompanied by sufficient documentation and granting the request would not render the City non-compliant with any State Diversion mandates.

8.02 Mutual Cooperation. City and Contractor shall each reasonably cooperate in good faith with all efforts of the other Party to meet City's Diversion requirements under Applicable Law and the Contractor’s obligations under this Article. City's obligations in this regard shall i nclude, without limitation, making such petitions and applications as may be reasonably requested by Contractor for time extensions in meeting Diversion goals, enforce provisions of 15.44.905 Enforcement in the City municipal code or other exceptions from the terms of Applicable Laws, and to agree to authorize such changes to Contractor’s Recycling, Organic Waste, or Solid Waste programs as may be reasonably requested by Contractor in order to achieve the minimum requirements of this Article.

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8.03 Contractor’s Diversion Programs. Contractor shall implement the Diversion programs required under this Agreement to ensure that City and Contractor comply with all Diversion requirements under Applicable Law. Contractor shall furthermore, at its sole cost and expense, (1) assist the City to respond to inquiries from, or prepare for and attend any hearing before, CalRecycle or any other regulatory agency relating to the City’s compliance with Applicable Law; prepare for and participate in CalRecycle’ s review of the City's SRRE.; apply for any extension available under Applicable Law; develop and implement a public awareness and education program consistent with the City's SRRE and Household Hazardous Waste Element and any related requirements of Applicable Law; (2) Provide the City with Recycling, source reduction, and other technical assistance as may be needed to comply with Applicable Law; (3) advise the City of additional programs or measures Contractor can, if authorized by the City, implement to increase compliance with the Diversion requirements of Applicable Law; and (4) promptly pay any and all fees, penalties, or other costs imposed on the City by CalRecycle relating to its Diversion requirements, outlined in this agreement and indemnify and hold harmless the Ci ty from and against any fines, penalties, or other liabilities, levied against the City for violation of such Diversion requirements caused by Contractor’s failure to perform its obligations hereunder.

8.04 New Diversion Programs. If Contractor fails to meet any Franchised Diversion requirement or the City fails to meet any CalRecycle Diversion requirement notwithstanding Contractor’s implementation of all Diversion and public education programs as required by this Agreement, the City may direct Contractor to modify its Diversion and public education programs or implement new programs. Such modifications may constitute a City -Directed Change under Section 30.01. Contractor shall not implement new Diversion programs not described in this Agreement without the City’s prior consent.

8.05 Nothing contained herein shall prohibit Contractor from meeting its diversion requirements by any alternative methods or procedure s, provided it complies with AB 939, AB 341, AB 1826, AB 1594, SB 1016, SB 1383, and / or any other Applicable Law, as may be amended from time to time. Contractor’s ability to meet its diversion requirements by alternative methods per this Section 8.05 is subject to Agreement Administrator review and approval.

Article 9. Service Unit Types

9.01 Service Units. Service Units include all the following categories of premises which are in the Service Area as of July 1, 2023 and all such premises which may be added to the Service Area by means of annexation, new construction, or as otherwise set forth in this Agreement during term of this Agreement:

9.01.1 SFD Service Units. Services are specified in Article 10.

9.01.2 MFD Service Units. Services are specified in Article 11.

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9.01.3 Mixed-use Development (MXD) Service Units. Services are specified in Article 13.

9.01.4 Commercial Service Units. Services are specified in Article 12.

9.01.5 City Service Units. Services are specified in Article 14.

9.01.6 Any question as to whether a premise falls within one of these categories will be determined by the Agreement Administrator and the determination of the Agreement Administrator will be final.

9.02 Service Unit Changes. City and Contractor acknowledge that during the term of this Agreement it may be necessary or desirable to add or delete Service Units for which Contractor will provide Service.

9.02.1 Additions and Deletions. Contractor must prov ide services described in this Agreement to new Service Units in Contractor’s Service Area within five (5) Work Days of receipt of notice from City or the new Service Unit to begin such Service.

9.03 Annexation. If during term of the Agreement, additional terr itory within or adjacent to the Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public Resources Code section 49520, Contractor agrees to provide Collection Services in such annexed area in accordance with t he provisions and Maximum Service Rates set forth in this Agreement after termination of former contractor’s rights to provide service have been exhausted. Such Collection Services must begin within five (5) Work Days of receipt of written notice from City . Contractor may not begin Collection Service without written authorization from City.

9.04 Route Map Update. Contractor must revise the Service Unit route maps to show the addition of Service Units added due to annexation and must provide such revised maps to the Agreement Administrator as requested.

Article 10. Residential Service

10.01 SFD Conditions of Service. Except as set forth below, Contractor must provide SFD Collection Services to all SFD Units in the Service Area, including all MFD Units subscribed to Cart or Bin Collection Service. The SFD Services are governed by the following terms and conditions:

10.01.1 Curb Service. Except for those Service Recipients that choose to receive Bins for service, Contractor must provide SFD Collection Service to all SFD Service Units in the Service Area whose SFD Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly containerized in Recycling Carts, except as set forth in Section 10.08.1; Organic Wastes are properly containerized in Organic Waste Carts, except as set forth in Section 10.09.3, where the Garbage, Recycling, and Organic Waste carts have been placed within three (3) feet of the curb,

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swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor and Servic e Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle.

10.01.2 Bundled SFD Cart Service. Except for those Service Recipients that City determines may receive In-Ground Service, and those Service Recipients that choose to receive Bins for service, Contractor will use a weekly Bundled SFD Solid Waste Collection Service system with one (1) 96-Gallon Garbage Cart, one (1) 96 -Gallon Recycling Cart, and one (1) 96 -Gallon Organic Waste Cart as part of the base SFD Sol id Waste Collection Service. SFD Service Recipients shall receive up to two (2) total additional Recycling Carts and additional Organic Waste Carts at no additional cost, if requested. Contractor may charge for additional Recycling Carts and additional Organic Waste Carts after two. Garbage, Recycling, and/or Organic Waste Carts with a capacity of 32-Gallon or 64 -Gallon may be requested by Customers that have space constraints. Pricing for downsizing Carts, or additional Carts, relative to the base Bundled Service are included in Exhibit 1.

10.01.3 In-Ground Container Collection. Contractor shall continue to provide weekly Solid Waste Collection Service to SFD Service Recipients with in -ground Containers (“In-Ground Service”). Contractor shall remove such Containers form their in-ground housing, bring them to the Collection Vehicle for dumping, and return them to the in-ground housing, covered. Contractor shall not be obligated to provide Service Recipients In-Ground Service with Organic Waste Collection as set forth in Section 10.09. Contractor is not obligated to restart In -Ground Service after Bundled SFD Cart Service is started. Maximum Service Rates for Service Recipients receiving Collection Service with in-ground Containers are set forth in Exhibit 1.

10.01.4 On-Premises Service. Notwithstanding any term or definition set forth in this Agreement, Contractor must provide Collection of SFD Garbage, Recycling, and Organic Waste on the SFD Service Recipients premises to an SFD Service Unit as follows.

10.01.4.1 At no additional cost to the SFD Service Unit. SFD Service Units where all adult Service Recipients residing therein have disabilities that prevent them from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection, and if a request for on -premises service has been made. Contractor shall have the right to verify eligibility. In the event of a dispute between Contractor and Service Recipient, City shall have the right to make final d etermination.

10.01.4.2 At an additional cost to the SFD Service Unit.

A. SFD Service Units where topography, steep driveways, below grade dwellings, or limited access to public streets that prevents the SFD Service Recipient from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the Contractor, and if a request for on- premises service has been made.

B. SFD Service Units inaccessible by standard 3 or 4 axel Collection Vehicles as determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult or impossible to access using regular trash collection trucks.

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C. Contractor must offer “push services” to SFD Service Recipients other than those listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for Collection and returning the Collection Containers back to their storage location.

10.01.4.3 Contractor must provide on -premises Collection Service on the same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit.

10.02 Frequency and Scheduling of Service. Except as set forth in Section 10.10, SFD Collection Service must be provided one (1) time per week on a scheduled route basis. SFD Collection Service must be scheduled so that all Service Units receive Garbage Collection Service, Recycling Collection Service, and Organic Waste Collection Service on the same Work Day. SFD Collection Service must be provided, commencing no earlier than 7:00 a.m. and terminating no later than 7:00 p.m., Monday through Friday, except for Holidays in accordance with Section 5.03. The hours, day, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement Administrator.

10.03 Manner of Collection. The Contractor must provide Collection Service with as little disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on private property and may not trespass nor cross property to the adjoining premises unless the occupant or owner of b oth properties has given permission. Care should be taken to prevent damage to property, including flowers, shrubs, and other plantings.

10.04 New Carts and Kitchen Food Waste Pails. At the start of this Agreement, Contractor must supply new Carts and Kitchen Food Waste Pails that comply with Collection Container specifications in Exhibit 4. If any changes to these specifications are adopted after the Effective Date that results in Contractor being required to replace Collection Containers before they have been f ully depreciated, Cont ractor will be eligible for additional compensation in accordance with Section 6.07.

10.05 Replacement of Carts . Contractor’s employees must take care to prevent damage to Carts by unnecessary rough treatment. However, any Cart damaged by t he Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service Recipient.

10.05.1 Upon notification to Contractor by City or a Service Recipient that the Service Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days.

Contractor must maintain records documenting all Cart replacements occurring and report through the Waste Reporting System monthly.

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10.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient.

Except in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where Contractor elects to replace a Cart rather than repair it on -site, Contractor will be compensated for the cost of those replacements in excess of one (1) per type of C art per Service Recipient during the term of the Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1, or as may be adjusted by the City from time to time as provided under this Agreement.

10.05.3 Contractor understands and agrees that this provision is intended to be applied on a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract.

10.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible for the repair of Carts, including but not be limited to, hinged lids, wheels and axles.

Within five (5) Work Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient.

10.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient within five (5) Work Days. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar Year during the term of this Agreement for mov ing to a larger Cart size. Each SFD Service Unit is eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for moving to a smaller Cart size. Accordingly, Contractor will be compensated only for the cost of those e xchanges in excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in accordance with the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this Agreement.

10.05.6 Additional Cart Request. Upon notifica tion to the Contractor by City or a Service Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth in Exhibit 1.

10.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor.

10.06 Cleaning of Collection Containers. Once each Calendar Year, if requested by the SFD Service Recipient, Contractor must clean all Collection Containers at the SFD’s premises or must replace the dirty Collection Containers with clean Collection Containers.

Any Collection Container cleanings must be done in such a manner that results in no water entering the City’s storm drain system. This service must be provided at no charge to the Service Recipient, so long as the service is not requested more than once per Calendar Year.

In addition, regardless of whether or not this cleaning is requested by the Service Recipient,

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Contractor will ensure that all Collection Containers are cleaned on an as-needed basis so as to maintain a clean appearance and proper function. Additional cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1.

10.07 SFD Garbage Collection Service. This service is governed by the following terms and conditions:

10.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10.

10.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of performing Collection Services must be transported to, and disposed of, at the Disposal Facilities listed in Exhibit 9. In the event the Disposal Facility is closed on a Work Day or excessive wait times are encountered, Contractor must transport and dispose of the Garbage at another legally permitted Disposal Facility. Notification to the City is required by the end of the same day should another facility be used. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement.

10.08 SFD Recycling Service. This service is governed by the following terms and conditions:

10.08.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart shall be collected as a Large Item subject to sections 10.10.1 and 10.10.2. City may direct the Contractor to deliver additional recycling carts if excessive collections are determined at a specific Service Recipient.

10.08.2 Recycling - Improper Procedure. The Contractor is not required to Collect Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are contaminated through commingling with Solid Waste or Organic Waste. To address contamination, Contractor must follow the steps set forth in Section 5.07.

10.08.3 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable Materials collected as a result of performing recycling services must be delivered to the Materials Recovery Facility listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to materials processing and marketing will be the sole responsibility of Contractor. City has the right to designate Materials Recovery Facility.

10.08.4 Move In/Out Collection Service. Within three (3) months of opening a new account, at no additional charge, each SFD customer may request that Contractor provide one on - call Move-In/Out Recyclable Material Collection Service for recyclable packaging materials such as flattened cardboard boxes, and bundled newspaper and packaging foam. This will be offered as a

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one-time service for each new account. This service shall only include Recyclabl e Materials, and in the event that the Service Recipient includes Garbage in the materials set out for Collection by Contractor, this service shall be counted as one of the SFD Service Recipient’s free annual Large Item Collections as set forth in Section 10.10.

10.08.5 Recycling - Changes to Services. Should changes in Applicable Law arise that necessitate any additions or deletions to the services described in this Section 10.08, including the type of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will en ter into an Agreement amendment covering such modifications to the services to be performed and the compensation to be paid in accordance with Section 30.01.1 before undertaking any changes or revisions to such services.

10.09 SFD Organic Waste Collection Service. This service is governed by the following terms and conditions:

10.09.1 Organic Waste Processing Services. Contractor must ensure that all Organic Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law . Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged organic waste (where bags are biodegrada ble or otherwise), then Contractor is obligated to accept bagged Organic Waste.

10.09.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Transfer Station, that has been listed in Exhibit 9 and agreed upon by the City. All expenses related to Organic Waste processing and marketing will be the sole responsibility of Contractor. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. City has the right to designate Organic Waste Processing Facility.

10.09.3 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb for Collection during the three-week period beginning December 26th each year during the term of this Agreement. Contractor must deliver the Collected Holiday Trees to an appropriate Organic Waste Processing Facility for Diversion through uses other than Alternative Da ily Cover or Beneficial Use. This annual service will be provided at no additional charge to the Service Recipient.

Contractor is not required to divert Holiday Trees with tinsel, flocking or ornaments.

10.09.4 Non-Collection. Contractor is not required to Collec t Organic Waste if the Service Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials.

Furthermore, Contractor is not required to Collect Organic Wastes that are contaminated through commingling with Solid Waste or Recyclab le Materials. Contractor will address contamination in accordance with Section 5.07.

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10.09.5 Manure Collection Service. Contractor shall Collect all Manure placed in an Organic Waste Container at least once per week, or more often if arranged between Service Recipient and Contractor. Service Recipients may be instructed not to fill the Containers above a specified line or weight, so as not to damage the Contai ners or Collection Vehicle, and City shall resolve any disputes regarding the maximum weight that may be accommodated in such Containers. All Manure collected shall be diverted from landfilling through composting or other means and may not be collected or commingled with Garbage.

10.09.5.1 Manure Cart Collection. Contractor shall provide Manure Collection Service to any SFD Service Recipients that require and request a Cart for Manure Collection Service at no additional charge to the Service Recipient.

10.09.5.2 Manure Bin Co llection. Contractor shall provide Manure Collection Service to any SFD Service Recipients that require and request a Bin for Manure Collection Service at no additional charge to the Service Recipient.

10.09.6 Home Compost Bins. Contractor shall store, promote, a nd distribute a maximum of 500 Home Compost Bins per Calendar Year to be used by Service Recipients to compost Organic Waste. Contractor is responsible for purchase of Home Compost Bins delivered to Contractor’s place of storage.

10.10 SFD Large Item Collection Service. This service is governed by the following terms and conditions:

10.10.1 Conditions of Service. Contractor must provide Large Item Collection Service to all SFD Service Units in the Service Area whose Large Items have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle. Up to four (4) times per Calendar Year each Service Recipient is entitled to receive large item disposal amounting to a combined annual maximum of the equivalent of (a) 1.5 cubic yards of uncontainerized Solid Waste, or (b) three (3) large items, or (c) ten (10) 32 -gallon bags at no additional cost and expense. For subsequent collection in any Calendar Year, the Contractor shall receive compensation from the customer at the rate for such service as set in Exhibit 1.

10.10.2 Frequency of Service. Large Item Collection Servic e will be provided on the next regular Collection day if the request is received at least two (2) Work Days in advance of the next regular Collection day. The Service Recipient may not intentionally commingle residential Large Items with other Residential Waste.

10.10.3 Large Items Containing Freon. In the event Contractor Collects Large Items that contain Freon, Contractor must handle such Large Items in a manner such that the Large Items are not subject to regulation as hazardous waste under applicable State and Federal laws or regulations.

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10.10.4 Maximum Reuse and Recycling. Contractor must dispose of Large Items collected from Service Units pursuant to this Agreement in accordance with the following hierarchy:

10.10.4.1 Reuse as is (where energy efficiency is not compromised)

10.10.4.2 Disassemble for reuse or Recycling

10.10.4.3 Recycle

10.10.4.4 Disposal

10.10.5 Disposal of Large Items. Contractor may not landfill such Large Items unless the Large Items cannot be reused or recycled.

10.10.6 City Direction of Large Items. City reserves the right to direct Contractor to take specific types of Large Items Collected pursuant to this Section to designated sites not more than twenty (20) miles from any City boundary for the purpose of reuse or recycling at no cost. Contractor has no obligation to dispose of the Lar ge Item residue remaining at the directed site or sites after scavengers and recyclers have removed reusable or recyclable Large Items.

10.11 Sharps Collection Program. Home generated sharps, such as needles, syringes, and lancets shall be placed in a sharps container and removed from the regular waste stream to minimize exposure to Solid Waste workers and Recyclable Materials processors. To ensure sharps are handled in a appropriate manner, Contractor shall provide, upon request, each SFD Service Recipient with up to one postage-paid mail-back sharps container per year at no additional cost. Seniors shall be provided with up to two postage -paid mail -back sharps containers per year at no additional cost. In addition, Contractor shall promote this program in newsletters and in other forms of outreach as determined by City. Additionally, Contractor shall provide to the City on an annual basis not less than 200 postage-paid mail-back Sharps containers for City staff to distribute at special events.

10.12 Extended Producer R esponsibility Diversion Program. Contractor shall provide a minimum of two City -wide textile, carpet, and mattress collection drives on an annual basis. Contractor will schedule collection events with City approval and advertise the drop-off events not les s than one week prior to the scheduled collection event, but no more than one month prior to the scheduled collection event. All textile, carpet and mattresses Collected through this program shall be diverted from the landfill either through donation to a local non-profit organization or through other means of Diversion.

Article 11. MFD Service

11.01 MFD Conditions of Service. Except as set forth below, Contractor must provide MFD Collection Services to all MFD Units in the Service Area. The MFD Services are governed by the following terms and conditions:

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11.01.1 Bundled MFD Cart Service. Except for those Service Recipients that choose to receive Bins for service, Contractor must provide MFD Collection Service to all MFD Service Units in the Service Area whose MFD Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly containerized in Recycling Carts, except as set forth in Section 11.08.1; Organic Wastes are properly containerized in Organic Waste Carts, except as set forth in Section

11.09.3, where the Garbage, Recycling, and Organic Waste carts have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle.

11.01.2 Bundled MFD Bin Service. Contractor must provide MFD Solid Waste Collection Service to MFD Service Units in the Service Area that choose to receive Bins for service.

MFD Collection Service shall be provided in Garbage Bins at the size and frequency as requested by the MFD Service Recipient, and including at no additional cost the equivalent volume of recycling, and one (1) 32-Gallon Organic Waste Cart per 2 cu yd of weekly Garbage service as part of the base bundled MFD Collection Service. MFD Service Recipients shall receive additional Recycling Carts and additional Organic Waste Carts to be included at no additional cost, if requested. The actual configuration of Recycling and Organic Waste Cart and/or Bin sizes sh all be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with the Contractor. Additional services may be requested by the MFD Service Recipient. To be considered for an exemption from MFD Re cycling Service or MFD Organic Waste Collection Service, Service Recipient must apply for exemption to the City. All such exemption applications must be reported in the Waste Reporting System and approved by the City. Pricing for downsizing Carts, or additional Carts, relative to the base Bundled Service are included in Exhibit 1.

11.01.3 In-Ground Container Collection. Contractor shall continue to provide weekly Solid Waste Collection Service to MFD Service Recipients with in -ground Containers (“In-Ground Service”). Contractor shall remove such Containers form their in-ground housing, bring them to the Collection Vehicle for dumping, and return them to the in-ground housing, covered. Contractor shall not be obligated to provide Service Recipients In-Ground Service with Organic Waste Collection as set forth in Section 11.09. Contractor is not obligated to restart In -Ground Service after Bundled MFD Cart Service is started. Maximum Service Rates for Service Recipients receiving Collection Service with in-ground Containers are set forth in Exhibit 1.

11.01.4 On-Premises Service. Notwithstanding any term or definition set forth in this Agreement, Contractor must provide Collection of MFD Garbage, Recycling, and Organic Waste on the MFD Service Recipients premises to an MFD Service Unit as follows.

11.01.4.1 At no additional cost to the MFD Service Unit. MFD Service Units where all adult Service Recipients residing therein h ave disabilities that prevent them from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection, and if a request for on -premises service has been made.

Contractor shall have the right to verify eligibility. In the event of a dis pute between Contractor and Service Recipient, City shall have the right to make final determination.

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11.01.4.2 At an additional cost to the MFD Service Unit.

A. MFD Service Units where topography, steep driveways, below grade dwellings, or limited access to public streets that prevents the MFD Service Recipient from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the Contractor, and if a request for on- premises service has been made.

B. MFD Service Units inaccessible by standard 3 or 4 axel Collection Vehicles as determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult or impossible to access using regular trash collection trucks.

C. Contractor must offer “push services” to MFD Service R ecipients other than those listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for Collection and returning the Collection Containers back to their storage location.

11.01.4.3 Contractor must provide on -premises Collection Service on the same Work Day that curbside Collection would otherwise be provided to the MFD Service Unit.

11.02 Frequency and Scheduling of Service . This service must be provided as deemed necessary and determined between Contractor and the MFD Service Unit, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Unit and Contractor as long as the minimum frequency requirement is met. The size of the container and the frequency (above th e minimum) of Collection will be determined between the MFD Service Unit and Contractor.

However, size and frequency must be sufficient to provide that no Solid Waste need be placed outside the Collection Container. Contractor must provide containers as pa rt of the Commercial Collection Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and such Compactor is of a ty pe that is compatible with Contractor's equipment. All other Collection Containers used by Service Recipients must be owned and supplied by Contractor.

11.03 Manner of Collection. The Contractor must provide Collection Service with as little disturbance as pos sible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on private property and may not trespass nor cross property to the adjoining premises unless the occupant or owner of both properties has given permission. Care should be taken to prevent damage to property, including flowers, shrubs, and other plantings.

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11.04 New Carts and Kitchen Food Waste Pails. At the start of this Agreement, Contractor must supply new Carts and Kitchen Food Waste Pails that comply with Collection Container specifications in Exhibit 4. If any changes to these specifications are adopted after the Effective Date that results in Contractor being required to replace Collection Containers before they have been fully depreciated, Contractor will be eligible for additional compensation in accordance with Section 6.07.

11.05 Replacement of Carts . Contractor’s employees must take care to prevent damage to Carts by unnecessary rough treatment. However, any Cart damaged by the Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service Recipient.

11.05.1 Upon notification to Contractor by City or a Service Recipient that the Service Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days.

Contractor must maintain records documenting all Cart replacements occurring and report through the Waste Reporting System monthly.

11.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient.

Except in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where Con tractor elects to replace a Cart rather than repair it on -site, Contractor will be compensated for the cost of those replacements in excess of one (1) per type of Cart per Service Recipient during the term of the Agreement, in accordance with the “Cart Exc hange” Service Rate set forth in Exhibit 1, or as may be adjusted by the City from time to time as provided under this Agreement.

11.05.3 Contractor understands and agrees that this provision is intended to be applied on a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract.

11.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible for the repair of Carts, including but not be limited to, hinged lids, wheels and axles.

Within five (5) Work Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair the Cart or if necessary, remove the C art for repairs and deliver a replacement Cart to the Service Recipient.

11.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient within five (5) Work Days. Each MFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar Year during the term of this Agreement for moving to a larger Cart size. Each MFD Service Unit is eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for moving to a smaller Cart size. Accordingly, Contractor will be

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compensated only for the cost of those exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in accordance with the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this Agreement.

11.05.6 Additional Cart Request. Upon notification to the Contractor by City or a Service Recipient that additional Carts for Garbage, Rec yclable Materials, or Organic Waste are requested, Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth in Exhibit 1.

11.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor.

11.06 Cleaning of Collection Containers. Once each Calendar Year, if requested by the MFD, Contractor must clean all Collection Containers at the MFD’s premises or must replace the dirty Collection Containers with clean Collection Containers. Any Collection Container cleanings must be done in such a manner that results in no water entering the City’s storm drain system. This service must be provided at no charge to the Service Recipient, so long as the service is not requested more than once per Calendar Year. In addition, regardless of whether or not this cleaning is requested by the Service Recipient, Contractor will ensure that all Collection Containers are cleaned on an as-needed basis so as to maintain a clean appearance and proper function. Additional cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1.

11.07 MFD Garbage Collection Service. This service is governed by the following terms and conditions:

11.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10.

11.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of performing Collection Services must be transported to, and disposed of, at the Disposal Facilities listed in Exhibit 9. In the event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose of the Garbage at another legally permitted Disposal Facility. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement.

11.08 MFD Recycling Service. This service is governed by the following terms and conditions:

11.08.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart shall be collected as a Large Item subject to sections 10.10.1 and 10.10.2. City may direct the Contractor to deliver additional recycling carts if excessive collections are determined at a specific Service Recipient.

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11.08.2 Recycling - Improper Procedure. The Contractor is not required to Collect Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste or Organic Waste. Furthermore, Contractor is not required to Collect Recycl able Materials that are contaminated through commingling with Solid Waste or Organic Waste. To address contamination, Contractor must follow the steps set forth in Section 5.07.

11.08.3 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable Materials collected as a result of perfo rming recycling services must be delivered to the Materials Recovery Facility listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to materials processing and marketing will be the sole responsibility of Contractor. City has the right to designate Materials Recovery Facility.

11.08.4 Move In/Out Collection Service. Within three (3) months of opening a new account, at no additional charge, each MFD customer may request that Contractor provide one on - call Move-In/Out Recyclable Material Collection Service for recyclable packaging materials such as flattened cardboard boxes, and bundled newspaper and packaging fo am. This will be offered as a one-time service for each new account. This service shall only include Recyclable Materials, and in the event that the Service Recipient includes Garbage in the materials set out for Collection by Contractor, this service shall be counted as one of the MFD Service Recipient’s free annual Large Item Collections as set forth in Section 11.10.

11.08.5 Recycling - Changes to Services. Should changes in Applicable Law arise that necessitate any additions or deletions to the services described in this Section 11.08, including the type of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement amendment covering such modifications to the services to be performed and the compensation to be paid in accordance with Section 30.01.1 before undertaking any changes or revisions to such services.

11.09 MFD Organic Waste Collection Service. This service is go verned by the following terms and conditions:

11.09.1 Organic Waste Processing Services. Contractor must ensure that all Organic Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged organic waste (where bags are biodegradable or otherwise), then Contractor is obligated to accept bagged Organic Waste.

11.09.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Transfer Station, that has been listed in Exhibit 9 and agreed upon by the City. All expenses related to Organic Waste processing and marketing will be the sole responsibility of Contractor. Failure to comply with

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this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. City has the right to designate Organic Waste Processing Facility.

11.09.3 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb for Collection during the three-week period beginning December 26th each year during the term of this Agreement. Contractor must deliver the Collected Holiday Trees to an appropriate Organic Waste Processing Facility for Di version through uses other than Alternative Daily Cover or Beneficial Use. This annual service will be provided at no additional charge to the Service Recipient.

Contractor is not required to divert Holiday Trees with tinsel, flocking or ornaments.

11.09.4 Non-Collection. Contractor is not required to Collect Organic Waste if the Service Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials.

Furthermore, Contractor is not required to Collect Organic Wastes that are contaminated th rough commingling with Solid Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 5.07.

11.09.5 Manure Collection Service. Contractor shall Collect all Manure placed in an Organic Waste Container at least once per week, or more often if arranged between Service Recipient and Contractor. Service Recipients may be instructed not to fill the Containers above a specified line or weight, so as not to damage the Containers or Collection Vehicle, and City shall resolve any disputes regarding the maximum weight that may be accommodated in such Containers. All Manure collected shall be diverted from landfilling through composti ng or other means and may not be collected or commingled with Garbage.

11.09.5.1 Manure Cart Collection. Contractor shall provide Manure Collection Service to any MFD Service Recipients that require and request a Cart for Manure Collection Service at no additional c harge to the Service Recipient.

11.09.5.2 Manure Bin Collection. Contractor shall provide Manure Collection Service to any MFD Service Recipients that require and request a Bin for Manure Collection Service at no additional charge to the Service Recipient.

11.09.6 Home Co mpost Bins. Contractor shall store, promote, and distribute a maximum of 500 Home Compost Bins per Calendar Year to be used by Service Recipients to compost Organic Waste. Contractor is responsible for purchase of Home Compost Bins delivered to Contractor’s place of storage.

11.10 MFD Large Item Collection Service. This service is governed by the following terms and conditions:

11.10.1 Conditions of Service. Contractor must provide Large Item Collection Service to all MFD Service Units in the Service Area whose Large Ite ms have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such

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location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle. Up to four (4) times per Calendar Year each Service Recipient is entitled to receive large item disposal amounting to a combined annual maximum of the equivalent of (a) 1.5 cubic yards of uncontainerized Solid Waste, or (b) three (3) large items, or (c) ten (10) 32 -gallon bags at no additional cost and expense. For subsequent collection in any Calendar Year, the Contractor shall receive compensation from the customer at the rate for such service as set in Exhibit 1.

11.10.2 Frequency of Service. Large Item Collection Service will be provided on the next regular Collection day if the request is received at least two (2) Work Days in advance of the next regular Collection day. The Service Recipient may not intentionally commingle r esidential Large Items with other Residential Waste.

11.10.3 Large Items Containing Freon. In the event Contractor Collects Large Items that contain Freon, Contractor must handle such Large Items in a manner such that the Large Items are not subject to regulation as hazardous waste under applicable State and Federal laws or regulations.

11.10.4 Maximum Reuse and Recycling. Contractor must dispose of Large Items collected from Service Units pursuant to this Agreement in accordance with the following hierarchy:

11.10.4.1 Reuse as is (where energy efficiency is not compromised)

11.10.4.2 Disassemble for reuse or Recycling

11.10.4.3 Recycle

11.10.4.4 Disposal

11.10.5 Disposal of Large Items. Contractor may not landfill such Large Items unless the Large Items cannot be reused or recycled.

11.10.6 City Direction of Large Items. City reserves the right to direct Contractor to take specific types of Large Items Collected pursuant to this Section to designated sites not more than twenty (20) miles from any City boundary for the purpose of reuse or recycling at no cost. Contractor has no obligation to dispose of the Large Item residue remaining at the directed site or sites after scavengers and recyclers have removed reusable or recyclable Large Items.

11.11 Sharps Collection Program. Home generated sharps, such as needles, syringes, and lancets shall be placed in a sharps container and removed from the regular waste stream to minimize exposure to Solid Waste workers and Recyclable Materials processors. To ensure sharps are handled in an appropriate manner, Contractor shall provide, upon request, each MFD Service Recipient with up to one postage -paid mail-back sharps container per year at no additional cost. Seniors shall be provided with up to two postage -paid mail-back sharps containers per year at no additional cost. In addition, Contractor shall promote this program in newsletters and in other forms of outreach as determined by City.

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Article 12. Commercial Service

12.01 Commercial Conditions of Service. Except as set forth below, Contractor must provide Commercial Collection Services to all Commercial Service Units in the Service Area, including MXD Service Units and those City Service Units listed in Exhibit 3. MFD Units serviced with Bins will abide by the guidelines listed in this Section but are serviced as part of the Residential Collection Service. This service is governed by the following terms and conditions:

12.01.1 Provision of Service. Contractor must provide Commercial Garbage Collection Service, Commercial Recycling Se rvice and Commercial Organic Waste Collection Service to all Commercial Service Units Service Units in the Service Area whose Solid Waste, Recyclable Materials, and Organics Waste are properly containerized in Collection Containers as appropriate where the Collection Containers are accessible as set forth in Section 12.01.4. Contractor must offer Garbage, Recyclable Materials, and Organic Waste Carts in 32, 64, and 96 -gallon sizes.

Contractor must offer Garbage and Recyclable Materials Bins in 1, 2, 3, 4, and 6 -cubic yard sizes and 1, and 2 -cubic yard sizes for Organic Waste Bins. The size of the container and the frequency (above the minimum) of Collection will be determined between the Service Recipient and Contractor.

However, the size and frequency must be sufficient to provide that no Garbage, Recyclable Materials, or Organic Waste need be placed outside the Collection Container. The base Commercial Collection Service will include Commercial Recycling Service as described in Section 12.04.2 below, and Commercial Organic Waste Collection Service a s described in Section 12.05.5 below. All bins to be labeled with maximum weight limits. If the bins are found to be over the weight limit, the Contractor may choose to not service the bin. The service account holder must be notified within 24 hours by the Contractor identifying which bin is over the weight limit.

12.01.2 Bundled Service. For the Commercial Solid Waste Collection Service system, Contractor shall provide Garbage Bins as requested by the Commercial Service Recipient, and including at no additional cost the equivalent volume of r ecycling, and one (1) 32 -Gallon Organic Waste Cart per 2 cu yd of weekly garbage service as part of the base bundled Commercial Collection Service. The actual configuration of Recycling and Organic Waste Cart and/or Bin sizes shall be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with the Contractor. Additional services may be requested by the Commercial Service Recipient. To be exempted from Commercial Recycling Service or Commercial Org anic Waste Collection Service, Service Recipient must apply for exemption to the City. All such exemption applications must be reported in the Waste Reporting System and approved by the City.

12.01.3 Hours of Collection. Commercial Collection Service must be provi ded as set forth in Section 15.44.600 of the Municipal Code, commencing no earlier than 5:00 a.m., and terminating no later than 7:00 p.m., Monday through Saturday, except for Holidays. If the Commercial Collection Service is adjacent to Residential Premis es, then collection service will be provided no earlier than 7:00 a.m. Monday through Friday and 8:00am on Saturday. The hours, day,

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or both of Collection may be extended due to extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement Administrator.

12.01.4 Accessibility. Contractor must Collect all Collection Containers that are readily accessible to Contractor's crew and vehicles and not blocked. However, Contractor must provide “push services” and “stinger/scout truck services” as necessary upon request during the provision of Commercial Collection Services for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for Collection and returning the Collection Containers back to their storage location. Stinger/scout truck services provide for the retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult or impossible to access using regular trash collection trucks.

12.01.5 Manner of Collection. Contractor must provide Commercial Collection Service with as little disturbance as possible and must leave any Collection Container at the same point it originally located without obstructing alleys, roadways, driveways, sidewalks or mail boxes.

12.02 New Containers. At the start of this Agreement, Contractor must supply new Carts and newly painted Bins and Roll -off Containers in good condition that comply with Collection Container specifications in Exhibit 4. If any changes to these speci fications are adopted after the Effective Date that results in Contractor being required to replace Collection Containers before they have been fully depreciated, Contractor will be eligible for additional compensation in accordance with Section 30.01.1.

12.02.1 Purchase and Distribution of Collection Containers for New Commercial Service Units. Contractor must also distribute newly painted Collection Container s as specified in Exhibit 4 to new Commercial and MFD/MXD Service Units that are added to Contractor’s Service Area during the term of this Agreement. The size and mix of the Collection Containers will be in accordance with the service agreement obtained by Contractor as set forth in this Agreement and the distribution must be completed within five (5) Work Days of receipt of the request for service.

12.02.2 Replacement of Collection Containers. Contractor’s employees must avoid damage to Collection Containers by u nnecessary rough treatment. Any Collection Container damaged by the Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service Recipient.

12.02.2.1 Each Commercial Service Unit is entitle d to the replacement of one (1) lost, destroyed, or stolen Garbage, Recycling, and Organic Collection Container during the initial term of this Agreement at no cost to the Service Unit. Accordingly, Contractor will be compensated for the cost of those replacements in excess of one (1) Garbage, Recycling, and Organic Collection Container per Commercial Service Unit during the initial term of the Agreement, in accordance with the “Collection Container Exchange” Service Rate, as appropriate, set forth in Exhibit 1. Contractor must deliver a replacement Collection Container to such Service Unit within five (5) Work Days.

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12.02.3 Repair of Collection Containers. Contractor is responsible for repair of Collection Containers. Within five (5) Work Days of notification by City or a Service Recipient of the need for such repairs, Contractor must repair/repaint the Collection Container or if necessary, remove the Collection Container for repairs and deliver a replacement Collection Container to the Service Recipient. Collection Container repair also includes the removal of graffiti from the Collection Container.

12.02.4 Collection Container Exchange. Upon notification to Contractor by City or a Service Recipient that a change in their Collection Containers is required, Contractor must deliver such Collection Containers to such Service Recipient within five (5) Work Days. Each Commercial Service Unit is eligible to receive one (1) free Collection Container exchange per Calendar Year during the term of this Agreement. Contractor is allowe d to charge the Service Unit for the cost of those exchanges in excess of one (1) Collection Container exchange per Calendar Year, in accordance with the appropriate “Collection Container Exchange” service rate set forth in Exhibit 1 as may be adjusted by City under this Agreement. Additional Collection Containers or different size Collection Containers are subject to the applicable Service Rate set forth in Exhibit 1.

12.02.5 Ownership of Collection Containers. Ownership of Collection Containers distributed by Contractor is vested in Contractor.

12.02.6 Cleaning of Collection Containers. Once each Calendar Year, if requested by the Commercial Service Unit, Contractor must clean all Collection Containers at the Commercial Service Unit’s premises or must replace the dirty Collection Containers with clean Collection Containers. Any Collection Container cleanings must be done in such a manner that results in no water entering the City’s storm drain system. This service must be provided at no charge to the Service Unit, so long as the service is not requested more than once per Calendar Year. In addition, regardless of whether or not this cleaning is requested by the Service Unit, Contractor will ensure that all Collection Containers are cleaned on an as-needed basis so as to maintain a clean appearance and proper function. Additional cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1.

12.03 Commercial Garbage Collection Service.

12.03.1 Conditions of Service. Contractor must provide Commercia l Garbage Collection Service to all Commercial Service Units in the Service Area whose Garbage is properly containerized in Garbage Collection Containers, where the Garbage Collection Containers are accessible.

12.03.2 Size and Frequency of Service. This service must be provided as deemed necessary and determined between Contractor and the Commercial Service Unit, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Unit and Contractor as long as the minimum frequency requirement is met. The size of the container and the frequency (above the minimum) of Collection will be determined

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between the Commercial Service Unit and Contractor. However, size and frequency must be sufficient to provide that no Solid Waste need be placed outside the Collection Container. Contractor must provide containers as part of the Commercial Collection Maxim um Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor 's equipment. All other Collection Containers used by Service Recipients must be owned and supplied by Contractor.

12.03.3 Non-Collection. Contractor is not required to Collect any Commercial Solid Waste that is not placed in a Garbage Collection Container unless such Commercial Solid Waste is outside the Garbage Collection Container because of overflow. In the event of non -collection or overflow, Contractor must follow the steps as set forth in Section 5.13.

12.03.4 Disposal Facility. All Solid Waste collected as a result of performing Commercial Solid Waste Collection Services must be transported to, and disposed of, at the Disposal Facility. In the event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose of Solid Waste at another legally permitted disposal facility. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. City has the right to designate Disposal Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise of flow control rights.

12.04 Commercial Recycling Service. This service is governed by the following terms and conditions:

12.04.1 Conditions of Service. Contractor must provide Commercial Recycling Service to all Commercial Service Units in the Service Area whose Recyclable Materials are properly containerized in Recycl ing Collection Containers except as set forth below, where the Recycling Collection Containers are accessible. The Maximum Service Rates for Contractor’s Commercial Recycling Services are set forth in Exhibit 1.

12.04.2 Base Commercial Recycling Service. All Comme rcial Service Recipients subscribing to Commercial Solid Waste Collection Service must receive weekly collection of Recycling Materials with a minimum of at least one 96 -gallon Recycling Cart per Service Recipient and included in the Bundled Rate set forth in Exhibit 1. The actual configuration of Recycling Collection Container sizes to be provided will be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with Contractor.

12.04.3 Size and Frequency o f Service. This service will be provided as deemed necessary and determined between Contractor and the Service Recipient, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and Contractor as long as the minimum frequency requirement is met. Service may be provided by Collection Container at the option of the Service Recipient. The size of the Collection Container and the frequency (above the minimum) of Collection will be determined between the

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Service Recipient and Contractor. However, size and frequency must be sufficient to provide that no Recyclable Materials n eed be placed outside the Collection Container. Contractor may charge for Commercial Recycling Services above the weekly trash volume equivalent and must provide Recycling Collection Containers as a part of the Bundled Service with rates set forth in Exhib it 1.

Service Recipients may own and provide their own Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used by Service Recipients must be owned and supplied by Contractor.

12.04.4 Recycling - Improper Procedure. Contractor is not required to Collect Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Commercial Solid Waste and Organic Waste. Furthermore, Contractor is not required to collect Recyclable Materials that are contaminated through commingling with Solid Waste or Organic Waste. To address contamination, Contractor must follow the steps as set forth in Section 5.07.

12.04.5 Materials Recovery Facility. All Recyclable Materials Collected as a result of performing Recycling Services must be delivered to the Materials Recovery Facility listed in Exhibit

9. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to materials processing and marketing will be the sole responsibility of Contractor. City has the right to designate Materials Recovery Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise of flow control rights.

12.04.6 Recycling - Changes to Work. Should changes in law arise that necessitate any additions or deletions to the work described herein including the type of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement amendment covering such modifications to the work to be performed and the compensation to be paid in accordance with Section 30.01.1 before undertaking any changes or revisions to such work.

12.04.7 Compliance with AB 341 & SB 1383. Contractor will develop and maintain its Commercial Recycling Service in a manner designed to assist City and the Service Recipients to achieve and maintain compliance with AB 341 and SB 138 3. Contractor will notify Commercial Service Recipients of the requirements to comply with the laws in November 2023, and not less than annually thereafter. Contractor must provide the necessary volume of Collection Service to Commercial Service Units in o rder to be in full compliance with the law. In conjunction with the City’s ordinance supporting full compliance with AB 341 and SB 1383 by Commercial Service Units (i.e., “generators”), Contractor will conduct in-person outreach to all non-participating commercial covered generators a minimum of once per calendar year. Failure to conduct such outreach will result in a penalty as specified in Exhibit 6.

12.04.8 Additional Recycling Collection containers. Contractor must provide additional Recycling Collection Conta iners to Commercial Service Recipients above the minimum requirements within five (5) days of request and may charge for such additional capacity set forth in Exhibit 1 provided that additional Collection Containers are used by Service Recipients for the

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purposes of setting out additional Recyclable Materials for regular weekly Commercial Recycling Service.

12.05 Commercial Organic Waste Collection Service. This service is governed by the following terms and conditions:

12.05.1 Conditions of Service. Contractor must provide Commercial Organic Waste Collection Service to all Commercial Service Units in the Service Area whose Organic Waste is properly containerized in Organic Collection Containers, where the Organic Waste Collection Containers are accessible. Contractor will conduct a site visit with each non-exempt Service Recipient to determine the specific materials to be included the Service Recipient’s Organic Waste Collection.

Contractor will charge for collection of Organic Waste within the Bundled Service rate specified in Exhibit 1. For Organic Waste collected in Collection Containers beyond the size specified in the Bundled Service rate, Contractor will charge at the rate set forth in Exhibit 1. Contractor agrees that not all Service Units will elect to receive Organic Waste Collection Service in Carts, and that Contractor will provide Organic Waste Collection Bins upon request and as necessary. Service Recipients may elect to add Green Waste only Collection Bins to their service at pricing included in Exhibit 1. Contractor will provide a sufficient number of Collection Containers and at a collection frequency to allow for any such Service Unit to utilize the collection of Organic Waste. Commercial Organic Waste Collection will occur Monday through Saturday upon request and as necessary. City shall provide Contractor a list of the names and addresses of Commercial Service Units that are approved by City for exemption from Organic Waste Collection.

12.05.2 Organic Waste Processing Services. Contractor must ensure that all Organic Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged organic waste, then Contractor is obligated to accept bagged Organic Waste.

12.05.3 Organic Waste Processing Facility. Contractor must deliver all Collected Organic Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer station listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to Organic Waste processing and ma rketing will be the sole responsibility of Contractor. City has the right to designate Organic Waste Processing Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise of flow control rights.

12.05.4 Organic Waste Collection Frequency. Contr actor must comply with CalRecycle collection frequency requirements as they may apply during the term of this Agreement.

If any such changes to collection frequency are adopted after Effective Date that result in Contractor being allowed to reduce the freq uency of Garbage or Organic Waste Collection, or otherwise cause Contractor to reduce its collection costs as a result in a change in Garbage or Organic Waste

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collection frequency, Contractor must provide City with its estimate of reduced its costs and sha ll make adjustments to the Maximum Service Rates.

12.05.5 Base Commercial Organic Waste Service. All Commercial Service Recipients subscribing to Commercial Garbage Collection Service must receive weekly collection of the equivalent volume of at least one (1) 32-gallon Organic Waste Cart per Service Recipient included in the Bundled Service rate. The actual configuration of Organic Waste Collection Container sizes to be provided will be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with Contractor. Contractor may charge for Commercial Organic Waste Collection as set forth in Exhibit 1 for Commercial Organic Waste Service greater than the base 32-gallon Organic Waste Cart.

12.05.6 Size and Frequency of Ser vice. This service will be provided as deemed necessary and determined between Contractor and the Service Recipient, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of Collection will be determined between the customer and Contractor. However, size and frequency must be sufficient to provide that no Organic Waste needs be placed outside the Collection Con tainer. Service Recipients may own and provide their own Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used by Service Recipients must be owned and supplied by Contractor.

12.05.7 Organic Waste - Improper Procedure. Contractor is not required to Collect Organic Waste if the Service Recipient does not separate the Organic Waste from Solid Waste and Recyclable Materials. Furthermore, Contractor is not required to collect Organic Waste that is contaminated through commingling with Solid Waste or Recyclable Materials. To address contamination, Contractor must follow the steps set forth in Section 5.07.

12.05.8 Organic Waste - Changes to Services. Should changes in law arise that necessitate any additions or deletions to the services described in this Section including the type of items included as Organic Waste, the parties will negotiate any necessary cost changes and will enter into an Agreement amendment covering such modifications to the services to be performed and the compensation to be paid in accordan ce with Section 30.01.1 before undertaking any changes or revisions to such services.

12.05.9 Compliance with AB 1826 & SB 1383. Contractor will develop and maintain its Commercial Organic Waste Collection Service in a manner designed to assist City and Service Recipients to achieve and maintain compliance with AB 1826 and SB 1383. Contractor will notify non-exempt covered businesses of the requirements to comply with the law in November 2023, and no less than annually thereafter. Contractor will offer to provide the volume of collection service that covered businesses require to be in compliance with the law. In conjunction with the City’s ordinance

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supporting full compliance with AB 341, SB 1383 and AB 827 by Commercial Service Units (i.e., “generators”), Contractor will conduct in -person outreach to all non -participating non -exempt commercial covered generators as specified in Section 20.02. Failure to conduct such outreach will result in a penalty as specified in Exhibit 6.

12.05.10 Additional Organic Waste Collection Containers. Contractor must provide additional Organic Waste Collection Containers to Service Recipients at the rates listed in Exhibit 1 provided that additional Collection Containers are used by Service Recipients for the proposes of setting out additional Organic Waste materials for regular weekly Organic Waste Collection Service.

12.05.11 Manure Collection Service. Contractor shall Collect all Manure placed in an Organic Waste Container at least once per week, or more often if arranged between Service Recipient and Contractor. Service Recipients may be instructed not to fill the Containers above a specified line or weight, so as not to damage the Containers or Collection Vehicle, and City shall resolve any disputes regarding the maximum weight that may be accommodated in such Containers. All Manure collected shall be diverted from landfilling through composting or other means and may not be collected or commingled with Garbage.

12.05.11.1 Manure Cart Collection. Contractor shall provide Manure Collection Service to Commercial Customers that utilize Cart service for Manure Collection Service may be charged no more than the Maximum Service Rates as set forth in Exhibit 1.

12.05.11.2 Manure Bin Collection. Contractor shall provide Manure Collection Service to Commercial C ustomers that utilize Bin service for Manure Collection Service may be charged no more than the Maximum Service Rates as set forth in Exhibit 1.

Article 13. Mixed Use Dwelling Service (MXD)

13.01 MXD Collection Service. As in Section 12.01.

13.02 MXD Solid Waste Collection Service. As in Section 12.03.

13.03 MXD Recycling Service. As in Section 12.04.

13.04 MXD Move In/Out Collection Service. As in Section 10.08.4.

13.05 MXD Organic Waste Collection Service. As in Section 12.05.

13.06 MXD Large Item Collection Services. As in Section 10.10; Contractor may charge Service Recipients for Bulky Waste Collections subject to the Maximum Service Rate in Exhibit 1.

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Article 14. City Services

14.01 City Collection Conditions of Service. City Collection Services shall be governed by the following terms and conditions:

14.01.1 City Collection Services. Con tractor shall provide Garbage, Recycling, and Organic Waste Collection Services to all City Service Units set forth in Exhibit 3, or as City may designate in the future (and where applicable, subject to the conditions in this Section), where the Containers are not blocked and are accessible by Contractor’s Collection Vehicles.

14.01.2 Contractor’s Good Will. In exchange for the good will of the City and the general public, Contractor voluntarily agrees to provide Collection Services under this Article at no cost to the City excepting excess service as provided in this Article, and warrants that such service shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service Recipients.

14.01.3 Contractor shall receive written permission from the City before placing any Collection Containers on City owned property for service, except that no such permission shall be needed to place Collection Containers at locations specified for such Containers in Exhibit 3.

14.01.4 Contractor shall limit the number of trips and the path of travel for Collection Vehicles in City parking lots.

14.01.5 Container Service. City Facilities shall be provided Collection Services generally subject to the same terms and conditions as similar Service Units with regard to Container specifications, repair, replacement, cleanings, and exchange; provided the City shall not be charged for any requests for such services.

14.01.6 Frequency of Service. The frequency of collection may be designated by the City, but not to exceed six (6) times per week per container. City may change the City Service Units receiving service, and the container volume and Collection frequency provided to any City Service Unit, by written notice to Contractor.

14.02 City Clean-Up Services.

14.02.1 City’s Enforcement Clean-Up Services. Within one (1) Work Day of a request from the Agreement Administrator, Contractor shall provide Roll -off Containers to support City’s Enforcement Clean -Up Services in the Service Area. City shall be responsible for loading or arranging for loading of each Roll-off Container. Contractor shall collect, transport and deliver City Code Enforcement Clean -Up Services Garbage, Recyclable Material, and Organic Waste to a Disposal Facility, the Materials Recovery Facility, or Organics Processing Facility, as a ppropriate given the characteristics of the load. Contractor shall deliver, and collect, transport and process the City’s Enforcement Clean -Up Services waste from up to sixty (60) Roll -off Containers each Agreement Year at no charge to the City. Contractor shall be entitled to charge the City for collected

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materials exceeding sixty (60) collections per Agreement Year in accordance with the Service Recipient Rates as set forth in Exhibit 1.

14.02.2 Abandoned Waste/Illegal Dumping Reporting. When conducting service within the City, Contractor shall direct its Collection Vehicle drivers to report to Contractor sightings of illegal dumping of Waste by recording: (i) the addresses of any Service Area where Garbage, Recyclable Material, and/or Organics Waste is accumulating; and (ii) the address, or other location description at which Garbage, Recyclable Material, and/or Organics Waste has been dumped.

Contractor shall report to the City sightings and the recorded address within three (3) Work Days.

14.02.3 Abandoned Waste/Illegal Dumping Clean-up. At City’s direction, Contractor shall collect, transport and process dumped items based on high volume sites throughout City and specific customer complaints, at no additional charge to City. At all times possible, Contractor will manage requests through the City’s Resident Service Center (RSC) system or any other reporting system utilized.

14.03 City-Sponsored Events Service. Upon request by the City, Contractor shall provide Containers and Collection Services at City-Sponsored Events upon request, including but not limited to those specified in Exhibit 2, at no cost to the City.

14.04 Large Item Collection Service. Contractor shall collect Large Items, including E-Waste and Universal Waste, from City Services Units as listed on Exhibit 3 on an on -call basis on the same terms and conditions as are provided to SFD Service Units per Section 10.10 at rates specified in Exhibit 1.

Article 15. Additional Services

15.01 Large Item Drop-off. Service Recipients may drop-off household Bulky Items, generated at their own Residential Premises, excluding Construction and Demolition Debris, at the Contractor’s designated site within the City between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday and between 8:00a.m. and 12:00 p.m., one Saturday per month.

Contractor shall not charge Service Recipients for accepting, processing, or Disposing of Bulky Items so delivered. Contractor shall handle all O rganic Waste, Recyclable Materials, and electronic waste so deposited at its facility in accordance with all Applicable Laws and regulations. Proof of service address and identification will be required to utilize this service.

15.02 Neighborhood Clean-Up Events. Contractor shall provide Collection Services at Neighborhood Clean -Up Events at a maximum of twelve (12) per year upon request by City. Each event shall occur on a Saturday between the hours of 8:00 a.m. and 12:00 p.m. at a location selected by the City and shall be limited to SFD, MFD, and MXD Service Recipients within the City. Contractor shall provide a maximum of three (3) 40-yard Roll-off Containers per event. The Agreement Administrator shall notify Contractor in writing or e-mail not less than eight (8) weeks prior to the date of the Neighborhood Clean-Up Event. The services shall be provided in a manner that meets all needs of the Neighborhood Clean -Up Event. The

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events must not occur during the week prior, the week of, or the week after a Holiday . The events shall be conducted by Contractor at no cost of any kind to the City. Contractor shall provide staffing to support City management at all times during the Clean-Up Days Events.

15.02.1 Contractor shall prepare and distribute to SFD, MFD, and MXD Residential Service Recipients Neighborhood Clean -Up Event notices no later than six (6) weeks prior to each event. At a minimum, the dates and hours of operation, locations of the collection sites, and acceptable materials for collection shall be included in the notices. Contractor may separately mail electronically transmit the notices or provide the notices as billing inserts to each SFD, MFD, and MXD Residential Service Recipient. Contractor shall provide Spanish-translated notices upon request by the City. The costs of production, printing, mailing and all associated costs for the notices shall be borne by Contractor. Contractor shall also provide their information in digital format to the City.

15.03 Mulch or Compost Delivery. At no cost to the City, Contractor must assist City in arranging for produced compost/mulch, or other recovered organic waste products to comply with SB 1383 procurement requirements to be delivered in qualities, quantities, locations and times agreed on between City and Contractor. Su ch Contractor assistance can be in the form of backhauling materials or setting aside locations for Service Recipients to pick up produced compost/mulch at an approved facility. Contractor agrees to provide up to 7,700 cubic yards of compost or mulch to the City annually.

15.04 Edible Food Recovery Support. At no cost to the City, Contractor must provide support to the City’s Edible Food Recovery program as required under SB 1383.

Contractor support may include educating commercial edible food generators, provid ing records of site visits, conducting education efforts, providing lists of food recovery organizations, and coordinating with Agreement Administrator.

15.05 Free Paper Shredding Events. Up to four (4) times per year, at no additional cost to City or its residents, Contractor will conduct a free paper shredding event at a location as determined by the City. At each event, all City residents will be permitted to deliver an unlimited amount of paper for shredding free of charge by Contractor. Contractor must arrange for all shredded paper generated by each event to be processed in such a manner so as to ensure the diversion of this material from landfilling.

Article 16. Collection Routes

16.01 Service Routes. Contractor must provide City with maps and digital mapping data precisely defining Collection routes, together with the days and the times at which Collection will regularly commence.

16.02 Initial Route Changes. Contractor agrees not to change any Residential Collection Services routes in effect as of the Effective Date of this Agreement prior to July 1, 2024, with the exception of limited route changes that may be necessary for new development, and subject to review and approval by the City. After July 1, 2024, if any re -routing of

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Residential Collection services is necessary for c ollection efficiency, Contractor may submit to City, in writing, proposed route changes (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of implementation. Any such initial routing change may not affect more than t en percent (10%) of SFD Service Units in the City and is subject to City review and approval.

16.03 Future Service Route Changes. Contractor must submit to City, in writing, any proposed route change (including maps thereof) not less than sixty (60) calendar da ys prior to the proposed date of implementation. Contractor may not implement any route changes without the prior review of the Agreement Administrator. If the change will change the Collection day for a Service Recipient, Contractor must notify those Service Recipients in writing of route changes not less than thirty (30) days before the proposed date of implementation.

16.04 Collection Route Audits. City reserves the right to conduct audits of Contractor’s Collection routes. Contractor must cooperate with City in connection therewith, including permitting City employees or agents, designated by the Agreement Administrator, to ride in the Collection Vehicles to conduct the audits. Contractor has no responsibility or liability for the salary, wages, benefits or wo rker compensation claims of any person designated by the Agreement Administrator to conduct such audits.

Article 17. Minimum Performance and Diversion Standards

17.01 Agreement Extension. In order to receive the Agreement term extension, offer set forth in Section 2.02 of this Agreement, Contractor must meet or exceed the following annual minimum performance and diversion standards in each Calendar Year beginning January 2024, unless otherwise approved by City Council.

17.01.1 Performance Standards. Assessment of penalties and charges, as set forth in Exhibit 6 of this Agreement, totaling less than $50,001 in any one (1) Calendar Year.

17.01.2 Minimum Diversion Standards. Contractor must meet the requirements set forth in Article 8.

17.01.3 No Current Default. Contractor is not currently in default of the Agreement.

17.02 Billing Audit and Performance Reviews.

17.02.1 Contractor Shall Review its Billings to all Customers. The purpose of the review is to determine that the amount which the Contractor is billing each Customer is correct with regard to the level of service (i.e., frequency of collection, size of container, location of container) at the rates approved by City Council resolution. The Contractor shall review Customer accounts not less than annually and provide a written certification to the City that all such billing is correct. The

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documentation of the review, as well as verification that any errors have been corrected should be provided to the City annually.

17.02.2 Selection and Cost. City may conduct billing audit and performance reviews (together, “reviews”) of Contractor’s performance during the ter m of this Agreement, as provided herein. The reviews will be performed by the City or a qualified firm under contract to City. City will have the final responsibility for the selection of the firm. City may conduct reviews at any time during the term of the Agreement. City and Contractor agree to each pay fifty-percent (50%) of the cost of the audits and performance reviews provided for under Section 17.02.

17.02.2.1 Full Reviews During Initial Term. City may conduct two (2) full reviews with costs apportioned as stated in Section 17.02.2 during the Initial Term of this Agreement. The purpose of these full reviews will be as described in Section 17.02.3 below.

17.02.2.2 Full Review During Extension Period. In the event that Contractor is granted an extension to the term of this Agreement as described in Section 2.02, City may conduct one (1) additional full review during each of the five (5) year extension periods. The purpose of this full review is described in Section

17.02.3. For each of these full review costs will be apportioned as stated in Section 17.02.2.

17.02.3 Purpose. The reviews will be designed to verify that customer billing rates have been properly calculated and they correspond to the level of service received by the customer, verify that Contractor is correctly billing for all services provided, Franchise Fees a nd other fees required under this Agreement have been properly calculated and paid to City, verify Contractor’s compliance with the reporting requirements and performance standards of this Agreement, verify the diversion percentages reported by Contractor, and verify any other provisions of the Agreement.

City (or its designated consultant) may utilize a variety of methods in the execution of this review, including, but not limited to, analysis of relevant documents, on -site and field observations, and interviews. City (or its designated consultant) will review and document the items in the Agreement that require Contractor to meet specific performance standards, submit information or reports, perform additional services, or document operating procedures, th at can be objectively evaluated.

This information will be documented and be formatted in a “compliance checklist” with supporting documentation and findings tracked for each of the identified items. The review will specifically include a determination of Contractor’s compliance with the diversion requirements of Article 8, and the public outreach and education requirements of Article 20. City (or its designated consultant) may review the customer service functions and structure utilized by Contractor. This may include Contractor’s protocol for addressing customer complaints and service interruption procedures.

Complaint logs may be reviewed, along with proce dures and systems for tracking and addressing complaints. On-site and field observations by City (or its designated consultant) may include, but are not necessarily limited to:

17.02.3.1 Interviews and discussions with Contractor’s administration and management personnel;

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17.02.3.2 Review and observation of Contractor’s customer service functions and structure;

17.02.3.3 Review of public education and outreach materials;

17.02.3.4 Interviews and discussions with Contractor’s financial and accounting personnel;

17.02.3.5 Interviews with route dispatchers, field supervisors and managers;

17.02.3.6 Interviews with route drivers;

17.02.3.7 Interviews with vehicle maintenance staff and observation of maintenance practices; and

17.02.3.8 Review of on -route Collection Services, including observation of driver performance and col lection productivity and visual inspection of residential routes before and after collection to evaluate cart placement and cleanliness of streets.

17.02.4 Contractor’s Cooperation. Contractor shall cooperate fully with the review and provide all requested data, i ncluding operational data, financial data of the type described in Section 17.01.1, and other data reasonably requested by City within fifteen (15) W ork Days of the request.

17.02.5 Additional Billing Audit and Performance Review. In the event that the Billing Audit and Performance Review concludes that Contractor is not in compliance with all terms and conditions of this Agreement and such non -compliance is m aterial, Contractor is subject to administrative fees and penalties as described in Exhibit 6 as well as reimbursement to the City for the full cost of the audit plus any underpayments discovered during the Audit. Additionally, City may conduct an Addition al Billing Audit and Performance Review beyond the two (2) specified in Section 17.02.2, to ensure that Contractor has cured any such area of non -compliance. Contractor will be responsible for the cost of any such Additional Billing Audit and Performance Review for a maximum cost of One -hundred Twenty Thousand Dollars ($120,000) (starting on July 1, 2024 and each January 1st thereafter, with the maximum cost for the review adjusted annually by the change in the CPI). For the purposes of a determination of non -compliance under this Agreement, Audit findings which result in underpayments of $100,000 or more shall be deemed material.

17.02.6 City Requested Program Review. City reserves the right to require Contractor to periodically conduct reviews of the Garbage, Recycling, and Organic Waste Collection Service programs, provided that such reviews are reasonable and can be accomplished at no additional cost to Contr actor and without interfering with Contractor’s operations. Such reviews could assess one or more of the following performance indicators: average volume of Recyclable Materials per setout per customer, average volume of Organic Waste per setout per custom er, participation level, contamination levels, etc. Prior to the program evaluation review, City and

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Contractor will meet and discuss the purpose of the review and agree on the method, scope, and data to be provided by Contractor.

17.03 Cooperation with Other P rogram Reviews. Contractor shall cooperate with City and/or its agent(s) as reasonably requested to collect program data, perform field work, conduct route audits to investigate customer participation levels and setout volumes and/or evaluate and monitor program results related to Garbage, Recyclable Materials and Organic Waste collected in City by Contractor, provided that such cooperation can be accomplished at no additional cost to Contractor and without interfering with Contractor’s operations.

Article 18. Collection Equipment

18.01 General Provisions. All equipment used by Contractor in the performance of services under this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality standards, including all applicable provision s of Air Quality Management District. Collection vehicles must be designed and operated so as to prevent collected materials from escaping from the vehicles. Hoppers must be closed on top and on all sides with screening material to prevent collected materi als from leaking, blowing or falling from the vehicles. All trucks and containers must be watertight and must be operated so that liquids do not spill during Collection or in transit.

18.02 Large Items. Vehicles used for Collection of Large Items may not use compactor mechanisms or mechanical handling equipment that may damage reusable goods or release Freon or other gases from pressurized appliances.

18.03 Collection Vehicles. Contractor must use new Collection Vehicles as of the Commencement date and may not use any Collection Vehicle that is more than ten (10) years old during the term of the Agreement. Contractor shall register all new Collection Vehicles under this Agreement to its address within the City, and shall report all purchases of Collection Vehicles under this Agreement as attributable to the City for sales tax purposes.

Collection Vehicles must utilize low carbon (“alternative”) fuel, which must be renewable natural gas, LNG, CNG, or electric unless otherwise authorized by the City. If during the term of the Franchise Agreement, new technologies are available such as hybrid or electric powered collection vehicles, the City or the Contractor may request/negotiate implementation of such new collection vehicles, with a corresponding change to the Maximum Ser vice Rates to reflect additional cost or savings. During the Term, to the extent required by law, Contractor shall provide its Collection Vehicles to be in full compliance with all Applicable Laws, including State and Federal clean air requirements that are adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws.

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18.04 Collection Vehicle Technology. Contractor must use Collection Vehicles fitted with GPS tracking devices that can be used to record start and stop times, vehicle locations, and maximum speed. Contractor shall furnish to the City at no additional cost or expense any software and equipment necessary for City to track the location of Collection Vehicles in real time and to generate reports as needed. Collection Vehicles must also be fitted with cameras that are programmed to take photos, date and location stamped, to document violations, including contamination, overfilling, and lids not closed. GPS and camera da ta must be accessible by City.

18.05 Collection Vehicle Size Limitations / Overweigh Vehicle Charge. Contractor may not use any Collection Vehicle in violation of weight limitations in Applicable Law. The Contractor may exceed the Collection Vehicle size limitat ion for a limited time due to extraordinary circumstances or conditions with the prior written consent of the Agreement Administrator. The limited time may not exceed 120 days. Contractor must report all instances of overweight vehicles to City as part of its quarterly Franchise Fee submittal described in Section 4.03, and as part of its Annual Reports to the City described in Section

22.03. Contractor may be assessed administrative charges as specified in Exhibit 6 as a result of exceeding an overweight vehicle rate of five percent (5.00%) in any Calendar Year during the term of the Agreement. The overweight vehicle rate will be calculated as the total number of overweight Collection Vehicle instances during the Calendar Year, divided by the total number of Collection Vehicle loads transported during the Calendar Year. Prior to collecting administrative charges for overweight vehicles, the City shall afford Contractor a reasonable opportunity to provide the Agreement Administrator documentation of the extraordinary circumstance that caused the overwei ght vehicles. Extraordinary circumstances in this particular case include, but may be limited to, heavy rains or high winds that caused excess Green Waste to be generated, rain to accumulate in open Collection Containers, or normal Collection routes to be delayed or shortened to extreme weather conditions. The Agreement Administrator shall have authority to consider Contractor’s documentation and uphold and collect the assessed charge, to reduce the charge, or waive and dismiss the charge. The Agreement Administrator shall also have the authority to waive charges in advance of an anticipated, or in response to and actual, emergency event.

18.06 Registration; Inspection. All vehicles used by Contractor in providing Collection Services under this Agreement, except those vehicles used solely on Contractor’s premises, are to be registered with the California Department of Motor Vehicles. In addition, each such vehicle must be inspected by the California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of a request from the Agreement Administrator, Contractor must provide City a copy of its vehicle maintenance log and any safety compliance report, including, but not limited to, any report issued under California Vehicle Code sections 34500 and following, as well as the biennial “BIT” inspections conducted by the California Highway Patrol.

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18.07 Safety Markings. All Collection equipment used by Contractor must have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety markings must be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time.

18.08 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered without repetition and must have Contractor's name, Contractor’s customer service telephone numb er, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and the rear of each vehicle. All Collection Vehicles shall display the words “Servicing the City of Santa Clarita” in letters no less th an two inches (2”) high and the City Seal. No advertising is permitted other than the name of Contractor, its logo and registered service marks, except promotional advertisement of the Recyclable Materials and Organic Waste programs, which is encouraged. C ity to approve any promotional material of the Recyclable Materials and Organic Waste Programs affixed to or painted on Contractor’s Collection Vehicles and may require such promotion to be utilized from time to time in order to encourage correct recycling, reduce contamination, and provide relevant education. Contractor must repaint all vehicles (including vehicles striping) during the term of this Agreement on a frequency as necessary to maintain a positive public image as reasonably determined by the Agr eement Administrator, but not less often than once every five years beginning July 1, 2023.

18.09 Bin and Roll-off Signage, Painting, and Cleaning. All metal bins and Roll-offs of any service type furnished by Contractor must be either painted or galvanized. Al l metal or plastic bins and Roll-offs must display Contractor’s name, Contractor’s customer service telephone number, and the number of the Bin or Roll -off and must be kept in a clean and sanitary condition. Bins and Roll -offs should be free of dents and g raffiti and newly painted at the start of this Agreement, and painted as needed to maintain an orderly appearance throughout the term of the Agreement, but not less frequently than once every three years.

Bins and Roll -offs may be subject to periodic, unsc heduled inspections by City and determination as to sanitary condition will be made by City.

18.10 Vehicle Certification. For each Collection Vehicle used in the performance of services under this Agreement, Contractor must obtain a certificate of compliance (s mog check) issued pursuant to Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California Vehicle C ode (Section 34500 and following) and the regulations promulgated thereunder, as applicable to the vehicle. Contractor must maintain copies of such certificates and reports and must make such certificates and reports available for inspection upon request b y the Agreement Administrator. Subject to State of California implementation.

18.10.1 No later than July 1, 2023, Contractor must submit to the Agreement Administrator verification that each of the Contractor’s Collection Vehicles has passed the California

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Heavy D uty Vehicle Inspection. Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to be tested annually in the California Heavy Duty Inspection Program and must, upon request, submit written verification to City within ten (10) Work Days of the completion of such test. Contractor may not use any vehicle that does not pass such inspection. Subject to State of California implementation.

18.11 Equipment Maintenance. Contractor must maintain Collection equipment in a clean condition and in good repair at all times. All parts and systems of the Collection equipment must operate properly and be maintained in a condition satisfactory to City.

Contractor must wash all Collection Vehicles at least once a week.

18.12 Maintenance Log. Contractor must maintain a maintenance log for all Collection Vehicles. The log must at all times be accessible to City by physical inspection upon request of Agreement Administrator, and must show, at a minimum, each vehicle Contractor assigned identification number, date purcha sed or initial lease, dates of performance of routine maintenance, dates of performance of any additional maintenance, and description of additional maintenance performed.

18.13 Equipment Inventory. On or before July 1, 2023 Contractor shall provide to City an i nventory of Collection Vehicles and major equipment used by Contractor for Collection or transportation and performance of services under this Agreement. The inventory must indicate each Collection Vehicle by Contractor assigned identification number, DMV license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the decibel rating and the maintenance and rebuild status. Contractor must submit to the Agr eement Administrator, either by fax or e -mail, an updated inventory annually to the City or more often at the request of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle as determined by weighing at a certified scale used by Contractor.

Each vehicle inventory must be accompanied by a certification signed by Contractor that all Collection Vehicles meet the requirements of this Agreement.

18.14 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment must correspond in size and capacity to the equipment used by the Contractor to perform the contractual duties.

Article 19. Contractor’s Office

19.01 Contractor’s Office. Contractor shall maintain an office in the City of Santa Clarita, California. Such office must be equipped with enough telephones that all Collection Service-related calls received during normal business hours are answered by an employee within five (5) rings. The office must have responsible persons in charge during Collection hours and must be open during such normal business hours, 8:00 a.m. to 5:00 p.m. on Monday through Friday and Saturday during Collection Service hours. Co ntractor must provide

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either a local or toll -free telephone number that connects to the call center described in Section 19.02, and a telephone answering service or mechanical device to receive Service Recipient inquiries during those times when the office is closed. Calls received after normal business hours must be addressed the next Work Day morning.

19.02 Customer Service Call Center. Contractor must maintain a local Customer Service call center in the City of Santa Clarita. Such office must be equipped with enough telephones that all customer service-related calls received during normal business hours, 8:00 a.m. to 5:00 p.m. on Monday through Friday and Saturday during Collection Service hours, are answered by an employee within five (5) rings

19.03 Emergency Contact. Contractor must provide the Agreement Administrator with an emergency phone number where the Contractor can be reached outside of the required office hours.

19.04 Multilingual/TDD Service. Contractor must at all times maintain the capability of responding to telephone calls in English and such other languages as City may direct. Contractor must at all times maintain the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services.

19.05 Service Recipient Calls. During o ffice hours, Contractor must maintain a telephone answering system capable of accepting at least five (5) incoming calls at one time.

Contractor must record all calls including any inquiries, service requests and complaints into a customer service log.

19.05.1 All incoming calls will be answered at the local office or call center within 5 rings. Any call “on-hold” in excess of 1.5 minutes must have the option to remain “on-hold” or request a “call-back” from a customer service representative. Contractor’s customer service representatives must return Service Recipient calls. For all messages left before 3:00 p.m., all “call backs” must be attempted a minimum of one time prior to 5:00 p.m. on the day of the call. For messages left after 3:00 p.m., all “call backs” mus t be attempted a minimum of one time prior to noon the next Work Day. Contractor must make minimum of three (3) attempts within one (1) Work Day of the receipt of the call. If Contractor is unable to reach the Service Recipient on the next Work Day, Contractor must send a postcard, email or text, as indicated by the Service Recipient to the Service Recipient on the second Work Day after the call was received, indicating that the Contractor has attempted to return the call.

Article 20. Contractor Support Services

20.01 Sustainability/Compliance Representative . Contractor will hire staff, including at least two dedicated full-time Sustainability/Compliance Representatives as of the Commencement Date, to conduct site visits and provide outreach and education in support of meeting Franchise and CalRecycle Diversion requirements and to meet State mandates associated with AB 939, AB 341, AB 1826, AB 827, AB 1594, SB 1016, and SB 1383, and all

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amendments and related subsequent legislation. The Sustainability/Compliance Representatives shall be available as needed to meet with the City and conduct site visits to implement Recycling and Organics programs in the Service Area at least four days a week throughout the year. City may request monthly meetings with Contractor to discuss problems or issues such as Collection or Recycling programs, Billing or Service Recipient service issues, and day to day operations. City and Contractor agree to meet and confer to reevaluate the ongoing need for two dedicated full -time Sustainability/Complianc e Representatives on or around July 1, 2025 (two years from the Commencement Date).

20.02 Sustainability and Compliance Plan . Contractor, at its own expense, must prepare, submit and implement an annual (Calendar Year) Sustainability and Compliance Plan (“Plan” ), which will guide Contractor’s staffs’ work efforts. This Plan will include measures to meet diversion targets, increase diversion, and increase participation of Service Recipients in recycling and organics diversion programs, and should target certain Recyclable Materials or “problem” areas, including recycling and organics sorting and contamination, within Contractor’s Service Area where improvements can be maximized.

Planned outreach and education services, and outreach materials should be included as part of the Plan and updated annually. Targets of outreach should be based on local trends and recycling patterns from data obtained by both the City and Contractor. Contractor will maintain current and state-of-the-art public outreach and education services throughout the term of this Agreement by providing outreach materials to Service Recipients electronically (via email and social media). Contractor must submit first year draft Plan to the City prior to the Commencement Date and by August 1st each year thereafter for the term of the Agreement. City review and provide revisions to draft Plan within thirty (30) days of receipt.

Contractor must revise and submit final Plan to City by April 1, 2023 for first year and thence by November 1st each year thereaft er for the term of the Agreement. Contractor’s Plan is provided in Exhibit 10. Contractor will be required to expend at least seventy -five thousand dollars ($75,000) per year (as adjusted annually by the CPI Adjustment), for the development of the Plan and its implementation, which may not include personnel costs associated with the Sustainability/Compliance Representative. The Sustainability and Compliance Plan must include the following:

20.02.1 City-Specific Website. Contractor shall maintain a City-specific website that fully explains the Contractor’s current services and rates, the diversion options available, and allows Service Recipients to submit service changes, inquiries, complaints or queries. The website must describe and promote the use of the available Recyclable Materials and Organics services.

Contractor’s local website must provide information specific to the City’s programs. Contractor will ensure that information provided on the website is maintained and up -to-date. Content will include proper container set out, educational materials, newsletters and program descriptions.

20.02.2 Recycling Resources. Contractor shall maintain accurate list of recyclable materials on its website, and promote proper recycling to all Service Recipients. Contractor shall

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consult, collaborate, and coordinate its recycling outreach and educational materials and activities with the City and incorporate the City’s input on the Contractor’s recycling resources and programs.

20.02.3 School Education and Outreach. Contractor shall develop and utilize a program to educate on proper recycling that offers tools to assist with proper recycling for all ages.

Educational information should include brochures, school resources such as recyclin g curriculums, kid’s activity flyers, posters, myth busters, and recycling art activities. Contractor shall develop and distribute educational material, and conduct onsite outreach annually to all school campuses in the franchise area that are serviced by the Contractor. Materials must be approved by City before distribution. Examples include: Recyclable Materials list, Recycling tips, battery and bulb education, Food Waste collection and donation, and HHW education. Educational material shall be distributed to campuses by mail and/or in person on or before September 30th annually, and site visits must be completed by November 30th.

20.02.4 MORe Compliance Notices. Contractor shall send Mandatory Organics Recycling (MORe) compliance notices quarterly to all eligible Commercial entities and MFDs/MXDs that do not subscribe to Organic Waste Collection Service with the Contractor, and/or do not provide an alternate method for Diverting Organic Waste, in conformance with SB 1383 and AB 1826. These notices shall also notify businesses of requirements under AB 827. Contractor shall mail notifications quarterly on or before the last day of the month following the end of the quarter.

20.02.5 MCR Compliance Notices. Contractor shall send Mandatory Commercial Recycling (MCR) compliance notices quarterly to all eligible Commercial entities and MFD’s that do not subscribe to recycling collection service with the Contractor, and/or do not provide an alternate method for diverting recyclable materials, in conformance with AB 341. These notic es shall also notify businesses of requirements under AB 827. Contractor shall mail notifications quarterly on or before the last day of the month following the end of the quarter.

20.02.6 MORe Site Visits. Contractor shall conduct site visits to all eligible Commercial entities and MFDs/MXDs once per year for the first three years and thereafter every other year for businesses that subscribe to Organics Collection Service and every year for businesses that do not subscribe to organics collection service in conform ance with SB 1383 and AB 1826.

Contractor shall conduct visits on or before June 30th.

20.02.7 MCR Site Visits. Contractor shall conduct site visits to all eligible Commercial entities and MFDs/MXDs once per year for the first three years and thereafter every othe r year for businesses that subscribe to Recycling Collection Service and every year for businesses do not subscribe to Recycling Collection Service with the Contractor. Contractor shall conduct visits on or before June 30th.

20.02.8 Waste Audits. Contractor shall complete Recycling and Solid Waste audits for twenty (20) Commercial or MXD Service Recipients per month and provide recommendations to customers on how to improve overall resource efficiency.

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20.02.9 Compliance Reporting. Contractor shall report contaminations and overage issues via the City’s Waste Reporting System.

20.02.10 Right-sizing Containers. Contractor must right-size Collection Containers to maximize diversion from SFD, MFD, MXD and Commercial Service Recipients.

20.02.11 Education and Outreach Materials. Contractor must implement public education and outreach in conformance with applicable laws (e.g., SB 1383, AB 1826, AB 827, AB 939, AB 341, AB 1594, etc.) and in coordination with the City. Contractor shall attend public events and host booths to promote recycling educa tion and awareness. Contractor will work with City to identify which special events will be attended. Contractor, together with City, shall work with local media to ensure information on new programs, events, recycling, organics etc. is communicated to the community. Contractor shall use a variety of options such as local paper, news, websites, social media, Homeowners Associations, schools and civic groups to distribute information and education about City solid waste and recycling programs, and events. Co ntractor shall distribute educational material to Service Recipients a minimum of once a quarter by mail or electronically. These materials should include tips on recycling properly, use of organics containers, composting, battery and electronics education, prevention of contamination issues, proper Collection Container placement, resource information, and HHW education.

20.02.12 Service Recipient Personnel Training. Contractor shall advise and educate appropriate personnel (management, employees, janitors, etc.) at MFD/MXD and Commercial Service Units on methods and recommendations to increase recycling and decrease landfilling including best practices for recycling, waste reduction and availability and use of in-house recycling containers.

20.02.13 Available Services Notice and Information. At least annually Contractor must publish and distribute (by mail or electronically) a notice to all Service Units regarding the full range of services offered. The notice must contain at a minimum (i) definitions of the materials to be Collected, (ii) procedures for setting out materials, (iii) the days when Garbage Collection Services, Recycling Services, and Organic Waste Collection Services will be provided, (iv) Contractor’s local customer service phone number, (v) instructions on the proper filling of Containers, (vi) instructions as to what materials may or may not be placed in Recyclable Materials or Organic Waste Containers, (vii) how to select Container sizes to maximize diversion, (viii) participation in Recycling and Organic Waste programs, (ix) the fees for overage and Contamination in the event of non-compliance, (x) the availability of on -premises Collection Services, including the availability of no -charge on-premises Collection Services for qualified persons, (xi) Large Item s Collection Services, (xii) the dates and locations of Neighborhood Cleanup days, and (xiii) the dates and locations of Free Large Item Drop- off days. The notice must be provided in English, and other languages as directed by the City, and must be distributed by Contractor no later than February 1st of each year.

20.02.14 Approach to Meeting City’s Diversion Requirements . Contractor must document approach to meeting City’s diversion requirements by specific diversion program type (SFD, MFD, Commercial, Recyclable Material, Organic Waste, Bulky Waste, etc.) and must be tied

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to both specific and public education programs. This must include an implementation schedule showing the specific programs and tasks, milestones, and time frames for meeting the diversion requirements.

20.02.15 Tonnage Table. Contractor must provide as part of the Plan, a tonnage table segregated by SFD, MFD, MXD, Commercial, and Additional Services that estimates tonnages for Recyclable Material and Organic Waste delivered and processed, and the estimated residual tonnages for each calendar year of the Franchise Agreement.

20.02.16 Environmental Stewardship. Contractor must describe all environmental management policies and activities related to the solid waste collection service, including the use of alternative fuel vehicles, reduction of air emissions and wear and tear on the City’s streets, use of recycled products throughout operations, internal waste reduction and reuse protocol, water and resource conservation activities within facilities (design, constructio n and operation), compliance with laws governing e-waste, HHW, and u-waste, and use of non-toxic products when possible.

20.03 News Media Relations . Contractor will work with local media to ensure information is communicated to community (new programs, events, r ecycling information, etc.). Contractor to use options, such as; local Newspaper, Radio/TV News outlets, Websites and Social Media. Contractor will notify the Agreement Administrator by e-mail or phone of all requests for news media interviews related to t he services covered under this Franchise Agreement within one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any inquiries involving controversial issues or any issues likely to affect participation or customer’ s perception of services, Contractor will discuss Contractor’s proposed response with the City Agreement Administrator.

20.04 Annual Recycling Awards . Contractor will recognize outstanding participation in Recycling and/or Organic Waste programs by identifying “ recycling all - stars” for recognition at a City Council meeting during each November, beginning November 2024.

20.05 News Media Requests. Contractor will notify the Agreement Administrator by e-mail or phone of all requests for news media interviews related to the services covered under this Agreement within one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient’s perception of services, Contractor will discuss Contractor’s proposed response with the Agreement Administrator.

20.05.1 Copies of draft news releases or proposed trade journal articles that use the name of City or relate to the services provided hereunder must b e submitted to the Agreement Administrator for prior review and approval at least five (5) working days in advance of release, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor must submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency.

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20.05.2 Copies of articles resulting from media interviews or news releases that use the name of City or relate to the services provided hereunder must be provided to the City within five (5) days after publication.

20.06 Acceptable Materials Labeling. Contractor must affix to each Recycling and Organics Collection Container a sticker that clearly lists Acceptable materials to be placed in these containers. Stickers must be replaced annually and include any updates in the list of Acceptable materials (Exhibit 12).

20.07 Mulch or Compost Delivery. At no cost to the City, Contractor must provide City with mulch or compost materials (i.e., “Recove red Organic Materials”) at a volume to allow the City to comply with SB 1383. Contractor must deliver mulch or compost materials at a time and location mutually agreeable between the City and Contractor. Delivered mulch or compost can be in bulk form or bagged.

20.08 Edible Food Recovery Support . At no cost to the City, Contractor must provide support to the City’s Edible Food Recovery program as required under SB 1383.

Contractor support may include educating commercial edible food generators, providing records of site visits, conducting education efforts, and providing lists of food recovery organizations. Contractor will assist the City in conducting Food Waste and Green Waste surveys and diversion programs by providing accurate and timely ser vice data, conducting site visits, and distributing materials.

20.09 Programs and Services. Contractor must provide additional educational and outreach services and programs as requested by City at a price to be mutually agreed upon between the Contractor and th e Agreement Administrator. In the event Contractor and the Agreement Administrator cannot reach a mutually agreed upon price for the requested service or program, City has the right to procure the service of other vendors or contractors to provide the requested service.

20.10 Operations Plans. Contractor must adhere to the Transition Plan included as Exhibit 5, Customer Service Plan included as Exhibit 7, and Collection Service Operations Plan included as Exhibit 8 that present the specific collection and process ing programs that will be implemented in the City.

Article 21. Emergency Service

21.01 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, natural disaster, or other such event, the Agreement Administrator may grant the Contractor a variance from regular routes and schedules, which will not be withheld unreasonably. As soon as practicable after such event, Contractor must advise the Agreement Administrator when it is anticipated that normal routes and schedules can be resumed. The Agreement Administrator will make an effort through the local news media to inform the public when regular services may be resumed. The clean -up from some events may require

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that Contractor hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event. Contractor will receive additional compensation, above the normal compensation contained in this Agreement, to cover the costs of rental equipment, additional personnel, overtime hours and other documented expenses based on the rates set forth in Exhibit 1 provided Contractor has first secured written authorization and approval from City through the Agreement Administrator.

City will be given equal priority and access to resources as with other franchise jurisdictions held by Contractor or its affiliates.

21.02 Disaster Recovery Support. In the event of a tornado, major storm, earthquake, fire, natural disaster, or other such event, Contractor agrees to provide disaster recovery support upon reque st by Agreement Administrator. This may include additional hauling of debris, special handling such as wrapping waste in plastic (i.e., “burrito wrapping”), temporary storage of debris where feasible, additional disposal, use of different transfer and disp osal facilities, and documentation of debris type, weight, and diversion.

Contractor should follow protocol laid out in the City’s Draft Disaster Debris Plan and any subsequent County or City Disaster Debris Plans, as applied to solid waste hauling and handling.

Article 22. Record Keeping and Reporting Requirements

22.01 Record Keeping. Notwithstanding Article 47 herein:

22.01.1 Accounting Records. Contractor must maintain full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, and pro visions of all Collection Services, prepared on an accrual basis in accordance with generally accepted accounting principles. Such records will be subject to audit, copy, and inspection for the purposes set forth in Section 17.02.3. Gross receipts derived from provision of the Collection Services, whether such services are performed by Contractor or by a subcontractor or subcontractors, will be recorded as revenues in the accounts of Contractor. The Contractor shall keep and preserve, during the Term of this Agreement, and for a period of not less than four (4) years following expiration or other termination hereof, full, complete and accurate records, including all cash, billing and disposal records, as indicated in the Agreement.

22.01.1.1 City reserves the right to review audited, reviewed, or compiled financial statements prepared by an independent Certified Public Accountant, or as may be provided by Contractor or its parent company. In the event that Contractor does not maintain separate financial or accounting records prepared specifically for services provided under this Agreement, Contractor may use industry standard allocation methods to provide financial information as applicable to the service provided under this Agreement.

22.01.2 Agreement Materials Records. Contractor must maintain records of the quantities of (i) Residential, MFD, MXD and Commercial Solid Waste Collected and disposed under the terms of this Agreement, (ii) Recyclable Materials, by type, Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed under the terms of this Agreement, and

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(iii) Organic Waste by type, Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed under the terms of this Agreement

22.01.3 Other Records. Contractor must maintain all other records reasonably related to provision of Collection Services, whether or not specified in this Agreement.

22.01.4 Report Format. All reports to be submitted in a format approved by the City, including electronic data submission in the City’s Waste Reporting System and in a format specified by the City.

22.02 Quarterly Reporting.

22.02.1 General. Quarterly reports must be submitted no later than 5 p.m. PT on the last day of the month following the end of Quarter in wh ich the receipts are collected and must be provided electronically using software acceptable to the City. If the last day of the month falls on a day that City is closed or a holiday, then the report will be due on the next business day. Failure to submit complete quarterly reporting by the due date will result in penalties as specified in Exhibit 6.

22.02.2 City Reports. Quarterly reports to City must include:

22.02.2.1 Quarterly Payment Reporting. The payment report must include an accounting of Contractor’s Gross Revenues received during the preceding Quarter, and the calculated Franchise Fee and Marketing and Sales of Recyclable Materials Payment.

22.02.2.2 Franchised Tonnage and Service Data . Contractor must report the number of unique SFD and MFD accounts serviced, the number of unique Commercial, MXD, and City accounts serviced, tonnage of Garbage, Recyclable Materials and Organic Waste collected and processed for diversion broken down by Container type, Residual amounts from Recycling and Organic Waste Diversion operations that are landfilled. Quantities should be broken down by SFD, MFD, MXD, Commercial, and City Service Collection Services. MXD properties must have tonnage assigned appropriately to Residential and Commercial generators.

22.02.2.3 Overweight Vehicle Reporting . The quarte rly report must include a summary total of all instances of overweight Collection Vehicles. This summary must include the number of overweight vehicle instances expressed as a percentage of the total number of Collection Vehicle loads transported during the reported quarter.

22.02.2.4 Non-Collection. The quarterly report must include a summary of each Service Unit receiving a Non-Collection Notice in the previous quarter along with a description for the Non-Collection Notice.

22.02.2.5 On-hold. The quarterly report must include each Service Unit that was not billed in the previous quarter due to vacation hold, vacancy etc.

22.02.2.5.1 Vacation Hold Requirements. A Service Unit can be considered under a vacation hold under the following circumsta nces: a) Service will be suspended for no less than 3

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consecutive months and no more than 6 consecutive months, b) Service will not be suspended more than once per rolling twelve month period,c) Application is being made at least 14 days in advance of the suspension start date, d) The property will remain unoccupied during the suspension and no waste will be generated on site, e) The account balance is current and will be kept current during the suspension period

22.02.2.6 Collection Overage Charges. The quarterly re port must include each Service Unit incurring a charge for a Solid Waste Overage in the previous quarter.

22.02.2.7 Contamination Reporting. To the extent required by Applicable Law, the quarterly report must include a summary of all instances of qualifying contamination under the procedures in Section

5.08. This summary must include the total number of accounts where contamination occurred, the total number of Contamination Violation Notices issued by Contractor to Service Recipients, a list of accounts where such notices occurred, and the total number of instances where Collection Container size or Collection frequency was increased specifically due to contamin ation. Within twenty (20) Work Days of request by City, Contractor will provide copies of the Contamination Violation Notices and the digital documentation of contamination.

22.02.2.8 Service Recipient Complaint Log. The quarterly report must include the Service Recipient call log collected from the previous quarter.

22.03 Annual Reporting.

22.03.1 General. An annual report must be submitted no later than 5 p.m. PT on January 31, 2024 and each January 31 st thereafter for the previous Calendar Year. If January 31 st falls on a day that City is closed, then the report will be due on the next business day. Annual reports must be submitted electronically in software acceptable to the City. Failure to submit complete annual reporting by the due date will result in penalties as specified in Exhibit 6. Annual reports to City must include:

22.03.1.1 Financial Statements. Contractor must make available annual financial statements for review, upon request by the City, for the local operation. Statements need not be reviewed or audited statements.

22.03.1.2 Annual Sustainability and Compliance Report . Contractor must complete and submit data sections within their Sustainability and Compliance Plan to document education and outreach conducted, public event participation, school visits, compliance notices mailed, sit e visits, waste audits completed, information distributed, and media used, and community events hosted. This must include public education activities undertaken during the year, including distribution of bill inserts, collection notification tags, communit y information and events, tours and other activities related to the provision of Collection Services, and must discuss the impact of these activities on recycling program participation and include amounts collected from SFD, MFD, MXD, Commercial, and City Service Units. The report should include a complete list of all non-exempt commercial accounts, which includes each non-exempt account’s status as a “covered generator” under AB 341, AB 1826 and SB 1383, the date and status of Contractor’s outreach efforts at each non -exempt account, and the current level of Recycling and Organics program participation at each non-exempt account.

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22.03.1.3 Summary of Programs. An analysis of any Recycling and Organic Waste Collection, processing and marketing issues or conditions (such as participation, setouts, contamination, etc.) and possible solutions, discussed separately for Residential and Commercial programs.

22.03.1.4 Solid Waste Data. The number of SFD, MFD, MXD, Commercial, and City Service Units and the number of Collection Containers distributed by size and Service Unit type. For all Franchised Garbage tonnage, Contractor must provide the name(s) of the Disposal Facility used and tip fee charged per ton.

22.03.1.5 Waste Characterization Data . A breakdown of Solid Waste (Garbage, Recycling, and Organics) by material type as per CalRecycle material classifications.

22.03.1.6 Recycling Data. Gross tons Collected daily on average by material type by route for SFD, MFD, MXD, Commercial, and City Recycling service, with map of routes. The average participation rates by quarter relative to the total number of Service Units by Service Unit type. Indicate, by material type (and grade where appropriate), annual totals of Rec yclable Materials processed including facility name and location, average cost or price received per ton and total recycling cost or revenue received for the year. Indicate any quantities, by material type, donated or otherwise disbursed without compensati on. Indicate number of Recycling Collection Containers distributed by size and Service Unit type. Also provide annual totals and location for residue disposed.

22.03.1.7 Organic Waste Data. Include average daily gross tons Collected by route, separated by Green Wast e and Food Waste, with map of routes. Include the total number of generators that receive each type of Organic Waste Collection Service provided by the Contractor. Indicate average daily number of set-outs by route. Indicate average participation rates rel ative to the total number of Service Units in terms of weekly set -out counts. Indicate number of Organic Waste Collection Containers distributed by size and Service Unit type. Indicate, by material type, annual totals of Organic Materials processed includi ng facility name and location, average cost or price received per ton and total organics cost or revenue received for the year. Provide totals and location for Residue Disposed. Include the number of route reviews conducted for prohibited contaminants and the number of Non - Collection Notices issued to Service Recipients.

22.03.1.8 Customer Service Log. A copy of the customer service log, including a summary of the type and number of complaints and their resolution. Copies of a written record of all calls related to missed pickups and responses to such calls.

22.03.1.9 Customer Service Information Sheet. A copy of Contractor’s most recent Customer Service Information Sheet (i.e., customer call center “cheat sheet”) for the City of Santa Clarita, or the equivalent information used by customer service representatives.

22.03.1.10 Overweight Vehicle Data. A summary of all instances of overweight Collection Vehicles. This summary must also include the number of overweight vehicle instances as a percentage of the total number of Collection Vehicle loads transported during the Calendar Year.

22.03.1.11 Summary Narrative. A summary narrative of problems encountered with Collection and processing activities and actions taken. Indicate type and number of Non -Collection Notices left at

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Service Recipient locations. Indicate instances of property damage or injury, significant changes in operation, market factors, publicity conducted, needs for publicity. Include description of processed material loads rejected for sale, reason for rejection and disposition of load after rejection.

22.03.1.12 Collection Container and Vehicle Inventory. An updated complete inventory of Collection Containers by type and size, and an updated complete inventory of Collection Vehicles including for each vehicle: truck number, route number, date purc hased, vehicle type, tare weight, license plate number, fuel type and vehicle make and model.

22.03.1.13 Diversion Rate. Contractor must provide documentation acceptable to City in its reasonable judgment stating and supporting the Calendar Year’s Franchise Diversion Rate, as calculated in accordance with the provisions of Article 8. Any tonnages diverted and disposed from large venues and events during the reporting period will be counted towards the calculated diversion rate.

22.03.1.14 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor must report the total number of Commercial and MFD/MXD Service Units serviced and the number of containers, container sizes and freq uency of collection for Garbage, Recyclable Materials and Organic Waste for each non -exempt Commercial and MFD/MXD Service Unit. Contractor must also provide the following information separately for both AB 341 and AB 1826:

22.03.1.15 The total number of non-exempt Commercial, MFD, and MXD Service Units that fall under the AB 341 or AB 1826 thresholds, and the total number of those non-exempt Commercial, MFD, and MXD Service Units that are not subscribed to Commercial, MFD, or MXD Recycling Collection Service or Commercial, MFD, or MXD Organics Collection Service.

22.03.1.16 A summary of the type of follow-up outreach that was provided to those non-exempt Commercial, MFD, and MXD Service Units that are not subscribed to Commercial, MFD, or MXD Recycling Collection Service or Commercial, MFD, or MXD Organics Collection Service.

22.03.1.17 Contractor shall provide proof of training records for Service Recipient personnel, emergency procedures, Customer Service Courtesy, and how to recognize Illicit Discharges and stormwater pollution sources.

22.04 Diversion Calculation and Data. By 5 p.m. PT on August 15, 2024 and annually thereafter during the term of this Agreement, Contractor must deliver to City, in the format specified by City, the Calendar Year’s Franchised Diversion Rate, as calculated in accordance with the provisions of Article 8. Any tonnages Diverted and disposed from large venues and events during the reporting period will be counted towards the calculated Diversion rate.

22.05 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing annual reports to CalRecycle (the “Electronic Annual Report” or EAR), including but not limited to supplying required data for preparation of the reports, and completing all required data input in the Waste Reporting System.

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22.05.1 In the event that CalRecycle requires City to report an Implementation Schedule to comply with AB 341, AB 1826, SB 1383, SB 1594 and other Applicable Laws, Contractor will provide assistance to City in preparing a report, including Contractor’s policies and procedures related to compliance with AB 341, AB 1826, SB 1383, and other Applicable Law s and how Recyclable Materials or Organic Waste are collected, a description of the geographic area, routes, list of addresses served and a method for tracking contamination, copies of route audits, copies of notice of contamination, copies of notices, violations, education and enforcement actions issued, and copies of educational materials, flyers, brochures, newsletters, website, and social media.

22.06 Waste Characterization Audit. Contractor must conduct statistically -valid waste audits of Residential and Com mercial Service Recipients’ waste once annually, including Recycling, Garbage, and Organic Waste, and provide characterization data to the City as part of its Annual Report (Section 22.03). Material types and guidance should follow CalRecycle requirements and/or recommendations.

22.07 Additional Reporting. Contractor must furnish City with any additional reports as may reasonably be required, such reports to be prepared within a reasonable time following the reporting period.

Article 23. Nondiscrimination

23.01 Nondiscrimination. In the performance of all work and services under this Agreement, Contractor may not discriminate against any person based on such person’s race, sex, gender, gender identity, color, national origin, religion, marital status or sexual orientation. Contractor must comply with all applicable local, St ate and Federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in employment.

Article 24. Service Inquiries and Complaints

24.01 Contractor’s Customer Service. All service inquiries and complaints will be directed to Contractor. A representative of Contractor must be available to receive the complaints during normal business hours. Contractor is required to use the City’s Resident Service Center (RSC) or any customer Relationship Management System put in place by the City in the future for handling of customer complaints received by the City for hauling, illegal dumping, and any other services under this Agreement. Contractor must participate in mandatory RSC training before using system and at least annually thereafter. Customer Service training shall include Service Recipient courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor shall use its best efforts to assure that all employees present a nea t appearance and conduct themselves in a courteous manner. All service complaints will be handled by Contractor in a prompt and efficient manner. RSC cases must be addressed and resolved within three (3) Work Days unless otherwise noted in 24.01.5. In the case of a dispute between Contractor and

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a Service Recipient, the matter will be reviewed, and a decision made by the Agreement Administrator.

24.01.1 Contractor will utilize the Customer Service Log to maintain a record of all inquiries and complaints in a manner prescribed by City.

24.01.2 For those complaints related to missed Collections, where Containers are properly and timely set out, that are received by 12:00 noon on a Work Day, Contractor will return to the Service Unit address and Collect the missed materials b efore leaving the Service Area for the day. For those complaints related to missed Collections that are received after 12:00 noon on a Work Day, Contractor will have until the end of the following Work Day to resolve the complaint. For those complaints related to repair or replacement of Collection Containers, the appropriate Sections of this Agreement will apply.

24.01.3 Contractor agrees that it is in the best interest of City that all Garbage, Recyclable Materials, and Organic Waste be collected on the scheduled Collection day. Accordingly, missed Collections will normally be Collected as set forth above regardless of the reason that the Collection was missed. However, in the event a Service Recipient requests missed Collection service more than two (2) times in any consecutive two (2) month period the Agreement Administrator will work with Contractor to determine an appropriate resolution to that situation. In the event Contractor believes any complaint to be without merit, Contractor will notify the Agreement Administrator, by e-mail. The Agreement Administrator will investigate all disputed complaints and render a decision.

24.01.4 Contractor’s service and emergency telephone numbers must be accessible by a local (City) phone number or toll -free number. The service telephone number(s) must be listed in the area’s telephone directories under Contractor’s name in the White Pages and available through an online search and listed on the Contractor’s website.

24.01.5 For routine service requests generated from either the City or customers, the Contractor will address and resolve the issue within three (3) working days. More complicated requests may be extended by the City due to circumstances such as container delivery issues, data requests, or procurement difficulties. For r equests that exceed the time limit to complete the Contractor is subject to Administrative Charges found in Exhibit 6.

Article 25. Quality of Performance of Contractor

25.01 Intent. Contractor acknowledges and agrees that one of City’s primary goals in entering into this A greement is to ensure that the Collection Services are of the highest caliber, that Service Recipient satisfaction remains at the highest level, that maximum diversion levels are achieved, and that materials Collected are put to the highest and best use to the extent possible.

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25.02 Administrative Charges and Penalties. Quality performance by the Contractor is of primary importance. In respect of this, Contractor agrees to pay City administrative charges and penalties as detailed in Exhibit 6 should Contractor fail to meet its responsibilities under this Agreement. Should Contractor be in breach of the requirements set forth in this Agreement, it is mutually understood and agreed that the public will necessarily suffer damages and that such damages, from the nature of the default in performance will be extremely difficult and impractical to fix. City finds, and the Contractor agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which will be incurred by City as a result of a breach by Contractor of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that:
(i) substantial damage results to members of the public who are denied services o r denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) services might be available at substantially lower costs than alternative services, and the monetary loss resulting from denial of services or denial of qu ality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.

25.03 Procedure for Review of Administrative Charges. The Agreement Administrator may assess administrative charges and penalties as specified in Exhibit 6 pursuant to this Agreement quarterly. At the end of each quarter during the term of this Agreement, the Agreement Administrator will issue a written notice to Contractor (“Notice of Assessment”) of the administrative charges assessed and the basis for each assessment.

25.03.1 The assessment will become final unless, within ten (10) calendar days of the date of the notice of assessment, Contractor provides a written request for a meeting with the City Manager to present evidence that the assessment should not be made.

25.03.2 The Agreement Administrator will schedule a meeting between Contractor and the City Manager as soon as reasonably possible after timely receipt of Contractor’s request.

25.03.3 The City Manager will review Contractor’s evidence and render a decision sustaining or reversing the administrative charges as soon as reasonably possible after the meeting.

Written notice of the decision will be provided to Contractor.

25.03.4 In the event Contractor does not submit a written request for a meeting within ten (10) calendar days of the date of the Notice of Assessment, the Agreement Administrator’s determination will be final.

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25.03.5 City’s assessment or collection of administrative charges will not prevent City from exercising any other right or remedy, including the right to terminate this Agreement, for Contractor’s failure to perform the work and services in the manner set forth in this Agreement.

25.04 Uncontrollable Circumstances.

25.04.1 If either party is prevented from or delayed in performing its duties under this Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, acts of terr orism, landslides, lightning, forest fires, storms, floods, severe weather, freezing, earthquakes, other natural disasters, the threat of such natural disasters, pandemics (or threat of same), quarantines, civil disturbances, acts of the public enemy, wars , blockades, public riots, strikes, lockouts, or other labor disturbances, acts of government or governmental restraint or other causes, whether of the kind enumerated or otherwise, that are not reasonably within the control of the affected party, then the affected party will be excused from performance hereunder during the period of such disability.

25.04.2 The party claiming excuse from performance must promptly notify the other party when it learns of the existence of such cause, including the facts constitutin g such cause, and when such cause has terminated.

25.04.3 The interruption or discontinuance of services by a party caused by circumstances outside of its control will not constitute a default under this Agreement.

Article 26. Performance Bond

26.01 Performance Bond. Within ten (1 0) Business Days from the date the City Council approves this Agreement, Contractor must furnish to City, and keep current, a performance bond, for the faithful performance of this Agreement and all obligations arising hereunder in an amount as follows:

26.01.1 From July 1, 2023 and so long as this Agreement or any extension thereof remains in force, Contractor must maintain a performance bond in the amount of two million dollars ($2,000,000).

26.01.1.1 The performance bond must be executed by a surety company licensed to do business in the State of California; having an "A -" or better rating by A. M. Best or Standard and Poor’s; and included on the list of surety companies approved by the Treasurer of the United States.

26.01.1.2 In the event City draws on the bond, all of City’s costs of collection and enforcement of the Bond, including reasonable attorney’s fees and costs, must be paid by Contractor.

26.01.1.3 The Performance Bond must be renewed annually for the entire term of the Agreement and evidence must be provided to City annually.

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Article 27. Insurance

27.01 Insurance Policies. Contractor must secure and maintain throughout the term of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Contractor’s performance of work or se rvices under this Contract. Contractor’s performance of work or services includes performance by Contractor’s employees, agents, representatives and subcontractors.

27.02 Minimum Scope of Insurance. Insurance coverage must be at least this broad:

27.02.1 Insurance Services Office Form No. GL 0002 (Ed. 1/96) covering Comprehensive General Liability and Insurance Services Office Form No. GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001), including X, C, U where applicable.

27.02.2 Insurance Services Office Form No.CA 0001 (Ed. 10/13) covering Automobile Liability, code 1 “any auto”, or code 2 “owned autos” and endorsement CA 0025. Coverage must also include code 8, “hired autos” and code 9 “non-owned autos”.

27.02.3 Workers’ Compensation insurance as required by the California Labor Code and Employers Liability Insurance.

27.02.4 Environmental Pollution Liability Insurance.

27.03 Minimum Limits of Insurance. Contractor must maintain insurance limits no less than:

27.03.1 Comprehensive General Liability: $3,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either t he general aggregate limit will apply separately to this Agreement or the general aggregate limit must be $5,000,000.

27.03.2 Automobile Liability: $10,000,000 combined single limit per accident for bodily injury and property damage.

27.03.3 Workers’ Compensation and Empl oyers Liability: Workers’ Compensation limits as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident.

27.03.4 Environmental Pollution Liability: $3,000,000 per occurrence and $5,000,000 aggregate, with five (5) years tail coverage. Coverage shall include bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants resulting from Contractor’s operations.

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27.03.5 If Consultant maintains h igher limits than the minimum shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

27.04 Deductibles and Self -Insured Retention. Any deductibles or self -insured retention must be declared to City’s risk manager. Should City form a reasonable belief that Contractor may be unable to pay any deductibles or self-insured retentions, Contractor must procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by City’s risk manager.

27.05 Endorsements. The policies are to contain, or be endorsed to contain, the following provisions:

27.05.1 General Liability, Automobile and Environmental Liability Coverage.

27.05.1.1 City, its officers, employees, agents and contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by, or on behalf of, Contractor; products and completed operations of Contractor; premises owned, leased or used by Contractor; and automobiles owned, leased, hired or borrowed by Contractor. The coverage must contain no special limitations on the scope o f protection afforded to City, its officers, employees, agents and contractors.

27.05.1.2 Contractor’s insurance coverage must be primary insurance as respects City, its officers, employees, agents and contractors. Any insurance, or self-insurance maintained by City, its officers, employees, agents or contractors will be in excess of Contractor’s insurance and will not contribute with it.

27.05.1.3 Any failure to comply with reporting provisions of the policies will not affect coverage provided to City, its officers, employees, agents, or contractors.

27.05.1.4 Coverage must State that Contractor’s insurance will apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

27.05.2 All Coverage. Each insurance policy required by this Agreement must be endorsed to State that coverage may not be canceled except after thirty (30) calendar days (ten (10) days in the event of cancellation for non -payment) prior written notice has been given to City.

Moreover, Contractor will not order the cancellation of any required insurance policy or change in insurance policy limits without thirty (30) days prior written notice to City by Contractor.

27.06 Acceptability of Insurers. Insurance is to be placed with insurers having an A.M. Best rating of A-/VII or better.

27.07 Verification of Coverage. Contractor must furnish City with certificates of insurance and with original endorsements affecting coverage required by this Agreement.

The certificates and endorsement for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Contractor must furnish City with

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a new certificate of insurance and endorsements on each renewal of coverage or change of insurers.

27.07.1 Proof of insurance must be mailed to the following address or any subsequent address as may be directed by the City:

City of Santa Clarita Neighborhood Services Department
Attn: Environmental Services Manager
23920 Valencia Blvd., Suite 102
Santa Clarita, CA 91355

27.08 Subcontractors. Contractor must include all subcontractors performing services in the City as insureds under its policies or subcontractors must obtain separate certificates and endorsements.

27.09 Modification of Insurance Requirements. The insurance requireme nts provided in this Agreement may be modified or waived by City’s risk manager, in writing, upon the request of Contractor if City’s risk manager determines such modification or waiver is in the best interest of City considering all relevant factors, including exposure to City.

27.10 Rights of Subrogation. All required insurance policies must preclude any underwriter's rights of recovery or subrogation against City with respect to matters related to Contractor’s performance of its obligations under this Agreeme nt, with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above -described insurance.

Contractor must ensure that any companies issuing insura nce to cover the requirements contained in this Agreement agree that they will have no recourse against City for payment or assessments in any form on any policy of insurance. The clauses ‘Other Insurance Provisions’ and ‘Insured Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in which City is named as an additional insured will not apply to City.

27.11 Failure to maintain insurance. Should Contractor fail to obtain or maintain insurance as required by this Agreement , Contractor shall have seven (7) days to cure the defect, during which time City shall have the option, but not the obligation to, at Contractor's sole expense: (i) hire replacement waste hauler services to perform Contractor's tasks until insurance coverage is resumed; or (ii) obtain replacement insurance coverage during said cure period. Should Contractor fail to correct this defect, City shall have the option to terminate this Agreement immediately.

Article 28. Hold Harmless and Indemnification

28.01 Hold Harmless for Co nsultant's Damages. Contractor holds City, its elected officials, officers, agents, employees, and volunteers harmless from all of Contractor’s claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Contractor, to

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Contractor’s employees, to Contractor’s contractors or subcontractors, or to the owners of Contractor’s firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.

28.02 Defense and Indemnity of Third Party Claims/Liability. Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees, and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor’s negligence, recklessness, or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the negligence or willful misconduct breach of this Agreement, or violation of law by City. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise reasonably find Contractor’s legal counsel unacceptable, then Contractor shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay City any final judgment rendered against City (and its officers, officials, em ployees and volunteers) with respect to claims determined by a trier of fact to have been the result of Contractor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broa d and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

28.02.1 Contractor’s obligations under this Section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, lo ss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee.

However, without affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.

28.03 Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this Section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Article 27.

28.04 Diversion Indemnification. Subject to the requirements of Public Resources Code section 40059.1 and 40059.2 , which will control in the event of any conflict with the provisions of this Section, Contractor agrees to protect and defend City Indemnitees with counsel selected by Contractor and approved by City, to pay all attorneys’ fees, and to indemnify and hold City Indemnitees harmless from and against all fines or penalties imposed

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by the California Integrated Waste Management Board if the diversion goals specified in California Public Resources Code section 41780, as it may be amended, are not met by City with respect to the Mater ials Collected by Contractor and if the lack in meeting such goals are attributable to the failure of Contractor to implement and operate the recycling or diversion programs or undertake the related activities required by this Agreement. In the event CalRe cycle provides an administrative process to challenge the imposition of a compliance order or a fine or fines, Contractor will be responsible for engaging any consultants or attorneys necessary to represent City in any challenge. Contractor will be responsible for the retention of and payment to any consultants engaged to perform waste generation studies (diversion and disposal). All consultants and attorneys engaged hereunder are subject to the agreement of City and Contractor.

28.05 Hazardous Substances Indemni fication. Contractor agrees to indemnify, defend (with counsel reasonably approved by City), protect and hold harmless the City Indemnitees from and against any and all Claims of any kind whatsoever paid, suffered or incurred by or against the City Indemni tees resulting from any repair, cleanup, removal action or response action undertaken pursuant to CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation, with respect to Solid Waste or Household Hazardous Waste Collecte d and Disposed of by Contractor. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 of the Health & Safety Code to defend, protect, hold harmless and indemnify the City Indemnitees from all forms of liability under CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation.

28.06 Proposition 218 Release . City intends to comply with all applicable laws concerning the Maximum Service Rates provided under this Agreem ent. Upon thorough analysis, the parties have made a good faith determination that the Maximum Service Rates for the Solid Waste Collection Services provided under this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among other reasons, such services are provided by a private corporation and not by City pursuant to Article 5, Contractor independently establishes the rates for services within the limits established in this Agreement, the receipt of services is voluntary and not required of any property within City, and any owner or Service Recipient of property within City has the opportunity to avoid the services available under this Agreement either through self-hauling or use of property in such a manner that Solid Waste is not generated. Accordingly, Contractor agrees to hold harmless and release the City Indemnitees from and against any and all claims Contractor may have against the City Indemnitees resulting in any form from the Maximum Service Rates provided for u nder this Agreement or in connection with the application of California Constitution Article XIIIC and Article XIIID to the imposition, payment or collection of the rates under this Agreement. This Section will survive the expiration or termination of this Agreement for Claims arising prior to the expiration or termination of this Agreement.

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28.07 Consideration. It is specifically understood and agreed that the consideration inuring to Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained in this Agreement.

28.08 Obligation. This Agreement obligates Contractor to comply with the foregoing indemnification and release provisions; however, the collateral obligation of providing insurance must al so be complied with as set forth in this Agreement. The provision of insurance and the coverage limits therein shall not in any way be a limitation on Contractor’s indemnification and defense obligations.

28.09 Subcontractors. Contractor must require all subcontractors performing work in the City to enter into a contract containing the provisions set forth in Section 27.01 in which contract the subcontractor fully indemnifies City in accordance with this Agreement.

28.10 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to indemnify, hold harmless and defend City, its officers and employees will not extend to any loss, liability , penalty, damage, action or suit arising or resulting solely from acts or omissions constituting active negligence, willful misconduct, breach of this Agreement, or violation of law on the part of City, its officers or employees.

28.11 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, damage or loss to City property, including but not limited to City streets or curbs, excluding normal wear and tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage or loss. Such reimbursement is not in derogation of any right of City to be indemnified by Contractor for any such injury, damage or loss. With the prior written approval of City, Contractor may repair the damage at Contractor’s sole cost and expense. Any injury, damage or loss to private property caused by the negligent or willful acts or omissions of Contractor to private property must be repaired or replaced by Contractor at Contractor’s sole expense. Disputes between Contract or and its Service Recipients or private property owners as to damage to private property are civil matters and complaints of damage will be referred to Contractor as a matter within its sole responsibility and as a matter within the scope of Section 27.01 [Indemnification].

Article 29. Default of Agreement

29.01 Termination. City may cancel this Agreement, except as otherwise provided below in this Section, by giving Contractor thirty (30) calendar days advance written notice, to be served as provided in this Agreement, upon the happening of any one of the following events:

29.01.1 Contractor takes the benefit of any present or future insolvency statute, or makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United

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Santa Clarita City CouncilMay 27, 2025

Santa Clarita City Council
May 27, 2025