Thousand Oaks City Council
March 24, 2026

1 COLLECTION SERVICES AGREEMENT
2 FOR THE PROVISION OF
3 4 RESIDENTIAL AND COMMERCIAL SOLID WASTE,
5 RECYCLABLE MATERIALS AND ORGANIC WASTE
6 COLLECTION SERVICES
7 8 Executed Between the
9 City of Thousand Oaks and
10 11 Insert Name of Franchise Contractor
This 1st 12 day of January 2022
13 14
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16 TABLE OF CONTENTS
17 Collection Services Agreement
18 19 Article 1. Definitions ................................................................................................................ 6 20 Article 2. Term of Agreement .................................................................................................18 21 Article 3. Conditions Governing Services Provided by Contractor ..........................................19 22 Article 4. Billing, Charges and Rates ..............................................................................29 23 Article 5. Diversion Requirements ..................................................................................32 24 Article 6. Service Unit Types ..........................................................................................35 25 Article 7. SFD Service ....................................................................................................36 26 Article 8. Commercial Service ........................................................................................42 27 Article 9. Multi- Family Dwelling Service with Individual Carts (MFD-I)...........................49 28 Article 10. Multi-Family Dwelling with Centralized Bin Service (MFD-C)...........................50 29 Article 11. Mixed Use Dwelling Service (MXD) .................................................................51 30 Article 12. City Services ...................................................................................................51 31 Article 13. Additional Services .........................................................................................53 32 Article 14. Collection Routes ............................................................................................54 33 Article 15. Minimum Performance and Diversion Standards ............................................55 34 Article 16. Collection Equipment ......................................................................................57 35 Article 17. Contractor’s Office ..........................................................................................60 36 Article 18. Contractor Support Services ...........................................................................61 AR003315
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37 Article 19. Emergency Service .........................................................................................66 38 Article 20. Record Keeping and Reporting Requirements ................................................67 39 Article 21. Nondiscrimination ...........................................................................................72 40 Article 22. Service Inquiries and Complaints ....................................................................72 41 Article 23. Quality of Performance of Contractor ..............................................................73 42 Article 24. Performance Bond ..........................................................................................75 43 Article 25. Insurance ........................................................................................................76 44 Article 26. Hold Harmless and Indemnification .................................................................78 45 Article 27. Default of Agreement ......................................................................................81 46 Article 28. Modifications to the Agreement .......................................................................84 47 Article 29. Legal Representation ......................................................................................85 48 Article 30. Conflict of Interest ...........................................................................................85 49 Article 31. Contractor's Personnel ....................................................................................85 50 Article 32. Exempt Waste .................................................................................................86 51 Article 33. Independent Contractor ..................................................................................86 52 Article 34. Laws to Govern ...............................................................................................86 53 Article 35. Consent to Jurisdiction ....................................................................................86 54 Article 36. Assignment .....................................................................................................87 55 Article 37. Compliance with Laws ....................................................................................87 56 Article 38. Permits and Licenses ......................................................................................87 57 Article 39. Ownership of Written Materials .......................................................................88 AR003316
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58 Article 40. Waiver.............................................................................................................88 59 Article 41. Prohibition Against Gifts ..................................................................................88 60 Article 42. Point of Contact ..............................................................................................88 61 Article 43. Notices ............................................................................................................88 62 Article 44. Transition to Next Contractor ..........................................................................89 63 Article 45. Contractor’s Records ......................................................................................89 64 Article 46. Entire Agreement ............................................................................................90 65 Article 47. Severability .....................................................................................................90 66 Article 48. Right to Require Performance .........................................................................91 67 Article 49. All Prior Agreements Superseded ...................................................................91 68 Article 50. Headings .........................................................................................................91 69 Article 51. Exhibits ...........................................................................................................91 70 Article 52. Attorney’s Fees ...............................................................................................91 71 Article 53. Effective Date..................................................................................................91 72 Exhibit 1 [Insert City Maximum Service Rates] .....................................................................93 73 Exhibit 2 City-Sponsored Events .........................................................................................94 74 Exhibit 3 List of City Properties and Current Service ............................................................95 75 Exhibit 4 Collection Container Specifications ........................................................................97 76 Exhibit 5 List of Approved Subcontractors ............................................................................99 77 Exhibit 6 .............................................................................................................................100 78 Exhibit 7 Recyclable Materials ............................................................................................101 AR003317
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79 Exhibit 8 Street Sweeping Services ....................................................................................103 80 Exhibit 9 Catch Basin and Drop Inlet Cleaning and Maintenance .......................................112 81 Exhibit 10 Household Hazardous Waste (HHW) Home Collection Program .......................115 82 Exhibit 11 Administrative Charges and Penalties ...............................................................123 83 Exhibit 12 Transition Plan ...................................................................................................126 84 Exhibit 13 Customer Service Plan ......................................................................................127 85 Exhibit 14 Sustainability and Compliance Plan – Sample ...................................................128 86 Exhibit 15 Collection Service Operations Plan ....................................................................135 87 Exhibit 16 Street Sweeping Operations Plan ......................................................................136 88 Exhibit 17 HHW Home Collection Operations Plan .............................................................137 89 Exhibit 18 Catch Basin and Drop Inlet Cleaning and Maintenance Operations Plan ...........138 90 91
92 93 This Agreement is effective as of January 1, 2022 (“Effective Date”), and is between the City of Thousand 94 Oaks, a general law city of the State of California, referred to as "City" and [INSERT FRANCHISE 95 Contractor’s NAME] corporation referred to as "Contractor". 96 Now, therefore, in consideration of the mutual covenants, agreements and consideration contained in this 97 Agreement, City and Contractor agree as follows:
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99 Article 1. Definitions
100 For the purpose of this Collection Services Agreement, referred to as "Agreement", the definitions contained 101 in this Article apply unless otherwise specifically stated. When not inconsistent with the context, words used 102 in the present tense include the future, words in the plural include the singular, and words in the singular 103 include the plural. Use of the masculine gender includes the feminine gender. The meaning of terms or 104 words not defined in this Article will be as commonly understood in the solid waste collection services 105 industry when the common understanding is uncertain. 106 1.01 AB 341. “AB 341” means State of California Assembly Bill No. 341 approved October 5, 107 2011. AB 341 requires businesses, defined to include commercial or public entities that generate more 108 than 4 cubic yards of commercial solid waste per week or multifamily residential dwellings of 5 units or 109 more, to arrange for recycling services and requires jurisdictions to implement a commercial solid waste 110 recycling program.
111 1.02 AB 827. “AB 827” means State of California Assembly Bill No. 827 approved October 02, 112 2019. AB 827 requires businesses that are mandated to recycle under AB 341 (“MCR”) and/or mandated 113 to recycle organics under AB 1826 (“MOR”) or SB 1383 and that provide customers access to the business, 114 to provide customers with a recycling bin and/or organics collection bin for those waste streams that is 115 visible, easily accessible, and adjacent to each bin or container for trash. 116 1.03 AB 939. “AB 939” or “The Act” means “The California Integrated Waste Management Act 117 of 1989” codified in part in Public Resources Code §§ 40000 et seq, as it may be amended and as 118 implemented by the regulations of the California Department of Resources Recycling and Recovery 119 (CalRecycle), or its successor agency.
120 1.04 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594 approved 121 September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green material as Alternative 122 Daily Cover does not constitute diversion through recycling and would be considered disposal. 123 1.05 AB 1699. “AB 1669” means State of California Assembly Bill No. 1669 approved 124 September 30, 2016 which amends California Labor Code Sections 1070 through 1076 with respect to the 125 hiring of displaced employees under service contracts for the collection and transportation of solid waste. 126 1.06 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826 approved 127 September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an 128 organic waste recycling program to divert from the landfill organic waste from businesses. Each business 129 meeting specific organic waste or solid waste generation thresholds phased in from April 1, 2016 to 130 January 1, 2020, is required to arrange for organic waste recycling services. 131 1.07 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036 approved 132 September 27, 2018. AB 3036 prohibits a County, City, District, or local government agency from AR003319
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133 subjecting the hauling of certain byproducts from the processing of food or beverages to an exclusive 134 franchise, contract, license, or permit.
135 1.08 Agreement. “Agreement” means the written agreement between the City and the 136 Contractor covering the work to be performed and all contract documents attached to the agreement and 137 made a part thereof.
138 1.09 Agreement Administrator. The City Manager, or his or her designee, designated to 139 administer and monitor the provisions of the Agreement.

1.10 Agreement Year. Agreement year means each twelve (12) month period from January 1 140 st to December 31st 141 during the term of this Agreement. 142 1.11 Applicable Law. “Applicable Law” means all laws, regulations, rules, orders, judgments, 143 decrees, permits, approvals, or other requirement of any federal, state, county, city, and local 144 governmental agency having jurisdiction over the collection and disposition of Solid Waste, including 145 Recyclable Materials, Organic Waste, and Construction and Demolition Waste. 146 1.12 Best Management Practice. Best Management Practice means the collection of written 147 activities, practices, policies and procedures prepared and proposed by a responsible party, and then 148 approved by the Director, to prevent or reduce, to the maximum extent that is technologically and 149 economically feasible, the discharge of pollutants to the storm drain system which might be generated 150 from any site in the City.
151 1.13 Bin. “Bin” means a metal or plastic waste container designed or intended to be 152 mechanically serviced by a commercial front-end loader vehicle. It shall be designed to hold from one (1) 153 to six (6) cubic yards of material with the lid properly closed. The specifications for Contractor-provided 154 Bins are set forth in Exhibit 4.
155 1.14 Biohazardous or Biomedical Waste. Any waste which may cause disease or reasonably 156 be suspected of harboring pathogenic organisms; included is waste resulting from the operation of medical 157 clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human 158 and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, 159 contaminated clothing and surgical gloves.
160 1.15 Brown Goods. Electronic equipment such as stereos, televisions, computers, VCR’s and 161 other similar items collected from SFD Service Units. 162 1.16 Business Day. Any Monday through Friday, excluding any holidays as defined in Section 163 3.07.
164 1.17 Calendar Year. Each twelve (12) month period from January 1 to December 31. 165 1.18 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least twenty (20) 166 and not more than one-hundred (100) gallons, having a hinged tight-fitting lid and wheels, that is provided 167 by the Exclusive Franchise Solid Waste Contractor, approved by the City, and used by Service Recipients AR003320
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168 for collection, accumulation, and removal of solid waste from commercial, industrial, or residential 169 premises in connection with Exclusive Franchise Collection Services. The specifications for Contractor170 provided Carts are set forth in Exhibit 4. 171 1.19 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act 172 of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations promulgated 173 thereunder.
174 1.20 Change in Law. Change in Law means any of the following events or conditions which has 175 a material and adverse effect on the performance by the parties of their respective obligations under this 176 Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, 177 equipping, financing, ownership, possession, management operation or maintenance of the operating 178 assets or providing the franchise service or other matters to which Applicable Law applies:
179 A. the enactment, adoption, promulgation, issuance, modification, or written change 180 of or in Applicable Law, including but not limited to new or increased fees and charges imposed by the State 181 of California or the U.S. Federal government, directly related to the collection, handling, processing, 182 recycling or disposal of Solid Waste, or the enactment, adoption, promulgation, issuance, modification, or 183 written change in administrative or judicial interpretation on or after Effective Date of any Applicable Law; 184 B. the order or judgment of any Governmental Body, on or after the Effective Date, to 185 the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of 186 reasonable diligence of the City or of the Contractor, whichever is asserting the occurrence of a Change in 187 Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such 188 order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission 189 or lack of reasonable diligence; or
190 C. the denial of an application for, delay in the review, issuance or renewal of, 191 suspension, termination, interruption or imposition of a new or more stringent condition in connection with 192 the issuance, renewal or failure of issuance or renewal on or after the Effective Date of any Legal 193 Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure 194 materially and adversely interferes with the performance of this Agreement, of and to the extent that such 195 denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or 196 negligent action, error or omission or a lack of reasonable diligence of the City or of the Contractor, 197 whichever is asserting the occurrence of a Change of Law; provided, however, that the contesting in good 198 faith or failure in good faith to contest any such denial, delay, suspension, termination, interruption, 199 imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of 200 reasonable diligence.
201 1.21 City. The City of Thousand Oaks, California.
202 1.22 City Collection Service. City Solid Waste Collection Service, City Organic Waste Collection 203 Service, and City Recycling Service.

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204 1.23 City Facility. City Facility(ies) means any building or other site owned or leased by the City 205 or used regularly and significantly and the space therein occupied by more than seventy-five percent (75%) 206 by employees or Contractors of the City.
207 1.24 City Manager. City Manager means the City Manager of the City of Thousand Oaks, or his 208 or her designated representative, or any employee of the City who succeeds to the duties and 209 responsibilities of the City Manager.
210 1.25 Code. Code means the City of Thousand Oaks Municipal Code. 211 1.26 Collection. The process whereby Residential, Commercial, and City Solid Waste are 212 removed and transported to a Disposal Facility, Organic Waste Processing Facility or Materials Recycling 213 (or Recovery) Facility as appropriate.
214 1.27 Collection Container. A Bin, Cart, or Roll-Off Container that is approved by the Agreement 215 Administrator for use by Service Recipients for Collection Services under this Agreement. 216 1.28 Collection Services. “Collection Services” means Residential Collection Service, 217 Commercial Collection Service, and City Collection Service. 218 1.29 Commercial Collection Service. Commercial Solid Waste Collection Service, Commercial 219 Organic Waste Collection Service, and Commercial Recycling Service. Specifically includes the following:
220 A. Commercial Solid Waste Collection Service. The Collection of Commercial Solid 221 Waste by Contractor, from Commercial Service Units in the Service Area and the delivery 222 of that Commercial Solid Waste to a Disposal Facility. 223 B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, by 224 Contractor, from Commercial Service Units in the Service Area, the delivery of those 225 Organic Waste materials to an Organic Waste Processing Facility and the processing 226 and marketing of those Organic Waste materials, and the disposal of all Commercial 227 Organic Waste Processing Residue.
228 C. Commercial Recycling Collection Service. The Collection of Recyclable Materials, by 229 Contractor, from Commercial Service Units in the Service Area, the delivery of those 230 Recyclable Materials to a Materials Recovery Facility and the processing and marketing 231 of those Recyclable Materials, and the disposal of all Commercial Recyclable Materials 232 Processing Residue.
233 1.30 Collection Vehicle. A licensed vehicle that is approved by the Agreement Administrator for 234 use by Contractor for the collection and hauling of Solid Waste. 235 1.31 Compactor. Any Roll-Off Container which has a compaction mechanism, whether 236 stationary or mobile.

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237 1.32 Complete Sweep. Sweeping along all curbs including Median Islands and the corners from 238 any cross street intersecting the subject street. Does not include additional passes down the middle of 239 lanes except to clean around Median Islands.
240 1.33 Compost. “Compost” means the product resulting from the controlled biological 241 decomposition of Organic Wastes that are source separated from the municipal waste stream, or which 242 are separated at a centralized facility. Compost may also include the product of anaerobic digestion or 243 other conversion technologies.
244 1.34 Composting. “Composting” means the controlled and monitored process of converting 245 Organic Waste into Compost.
246 1.35 Construction and Demolition waste. “Construction and Demolition waste” or “C & D” means 247 Solid Waste consisting of building materials, packaging and rubble resulting from construction, remodeling, 248 repair, and demolition operations on pavement, residential, commercial or industrial premises, buildings, 249 and other structures, and land clearing operations. 250 1.36 Consumer Price Index (CPI). The index sets published by the Unites States Bureau of 251 Labor Statistics. The CPI set used to calculate the Maximum Service Rates is All Urban Consumers (CPI252 U), Los Angeles-Long Beach-Anaheim. 253 1.37 Contaminant. Any material that is placed in a waste stream intended for recycling, including 254 organics, that cannot be recycled or reclaimed within the waste stream in which it is placed. A Contaminant 255 of the Recycling stream is any material placed in that waste stream that cannot be recycled or reclaimed 256 after processing. A Contaminant of the Green Waste stream is any material not normally produced from 257 gardens or landscapes such as, but not limited to, brick, rocks, gravel, large quantities of dirt, concrete, 258 sod, non-organic wastes, oil and wood or wood products, including but not limited to, stumps, diseased 259 elms, and other diseased trees. A Contaminant of the Food Waste stream is any non-Food Waste material 260 placed in that waste stream.
261 1.38 Contractor. The entity that has obtained from the City this Agreement to provide Collection 262 Services.
263 1.39 County. Ventura County, California.
264 1.40 Curb Miles. Distance along one side of paved street. 265 1.41 Director. Director means the Public Works Director of the City or his or her designated 266 representative, or any employee of the City who succeeds to the duties and responsibilities of the Public 267 Works Director.
268 1.42 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid Waste at 269 a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public 270 Resources Code 40192.

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271 1.43 Disposal Facility. “Disposal Facility” means the facility or such place or places specifically 272 designated by the City for the disposal, or processing as appropriate, of Residential Waste and 273 Commercial Waste and other materials as appropriate and acceptable. 274 1.44 Downtown Area. The City’s downtown is that area so designated in the Thousand Oaks 275 Downtown Core Master Plan and comprises the area between Erbes Road to the west and Conejo School 276 Road to the east, the 101 Freeway to the south and the northern property line of those properties bordering 277 Thousand Oaks Blvd on its north side.
278 1.45 Dwelling Unit. Any individual living unit in a single-family dwelling, condominium, or town 279 home (SFD), MFD Units, MXD residential units, or building intended for, or capable of, being utilized for, 280 residential living.
281 1.46 Edible Food Recovery. “Edible Food Recovery” means the practice of gleaning or 282 recovering edible food for human consumption that would otherwise go to waste from places such as, but 283 not limited to, restaurants, grocery stores, produce markets, school cafeterias, or dining facilities and 284 distributing it to local emergency food programs
285 1.47 Effective Date. “Effective Date of Agreement” means the date designated in the Agreement 286 as the effective date. If no such date is indicated, it shall mean the date on which the Agreement is signed 287 and delivered by the last of the parties to sign and deliver. 288 1.48 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Sludge, 289 automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid 290 batteries, dead animals, and those wastes under the control of the Nuclear Regulatory Commission. 291 1.49 Food Waste. “Food Waste” means all putrescible solid, semisolid, and liquid food, such as, 292 fruit, vegetables, cheese, meat, bones, poultry, seafood, bread, rice, pasta, and oils; coffee grounds and 293 filters and tea bags; and any putrescible matter produced from human or animal food production, 294 preparation, and consumption activities.
295 1.50 Franchised Diversion. Franchised Diversion means the rate of diversion that Contractor is 296 responsible to achieve as defined and calculated Section 5.02.1. 297 1.51 Franchise Fee. A fee established by resolution by City Council in consideration of Exclusive 298 Franchise.
299 1.52 Garbage. All putrescible and non-putrescible solid, semi-solid and associated liquid waste, 300 as defined in California Public Resources Code section 40191. Garbage does not include Recyclable 301 Materials, Organic Waste, Large Items, or Exempt Waste. Garbage must be generated by and at the 302 Service Unit wherein the Garbage is Collected.
303 1.53 Green Waste. “Green Waste” means Solid Waste consisting of any vegetative waste 304 generated from the maintenance or alteration of residential, commercial, or industrial premises including, AR003324
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305 but not limited to, grass clippings, leaves, tree trimmings, prunings, brush, weeds, flowers, herbs, and 306 holiday trees
307 1.54 Gross Revenue. All monetary amounts actually collected or received by Contractor for the 308 provision of Franchise services pursuant to this Agreement. Gross Revenue shall include all receipts from 309 customers including late charges, contamination charges etc., including Solid Waste Management Fees 310 and Franchise Fees. The term Gross Revenues, for purposes of this Agreement, does not include any 311 revenues generated from the sale of Recyclable Material, compost product or energy, grants, cash awards 312 or rebates resulting from the performance of this Agreement. 313 1.55 Hazardous Waste. “Hazardous Waste” means a waste, or combination of wastes as 314 defined by Code of Federal Regulations, Title 40.
315 1.56 Holiday. “Holiday” means a day of the year designated by Contractor on which waste 316 Collection Service will not be provided until the following day, excluding Sunday. 317 1.57 Home Compost Bin. A portable durable container purchased by the City, and sold to SFD 318 or MFD/MXD Service Recipients at a discounted rate, and stored and distributed by the Contractor to SFD 319 or MFD/MXD Service Recipients for use by those Service Recipients to compost Organic Waste at their 320 premises.
321 1.58 Household Hazardous Waste. “Household Hazardous Waste” means that waste resulting 322 from products purchased by the general public for household use which, because of its quantity, 323 concentration or physical, chemical or infectious characteristics, may pose a substantial known or potential 324 hazard to human health or the environment when improperly treated, disposed or otherwise managed, or, 325 in combination with other Solid Waste, may be infectious, explosive, poisonous, caustic, toxic, or exhibit 326 any of the characteristics of ignitability, corrosivity, reactivity, or toxicity as per California Code of 327 Regulations Title 22, Division 4.5, Chapter 11, Section 66261.3 328 1.59 Large Green Waste. Oversized Green Waste such as tree trunks and branches with a 329 diameter of not less than six (6) inches and not more than two (2) feet and a length of not more than five 330 (5) feet in its longest dimension, which are attributed to the normal activities of an SFD Service Unit. Large 331 Green Waste must be generated by and at the SFD Service Unit where the Large Green Waste is 332 Collected.
333 1.60 Large Items. “Large Items” or “Bulky Waste” means Solid Waste consisting of discarded 334 white goods, furniture, tires, carpets, mattresses, and similar large items which do not fit in a regular 335 Collection Container and require special handling due to their size but can be collected and transported 336 without the assistance of special loading equipment (such as forklifts or cranes) and without violating 337 vehicle load limits. It does not include abandoned automobiles and other vehicles, nor does it include items 338 defined as Exempt Waste.

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339 1.61 Materials Recovery Facility. Materials Recovery Facility (MRF) means a facility to which 340 commingled Solid waste, Organic waste and Recyclable Materials are brought for separation into 341 marketable Recyclables.
342 1.62 Materials Recycling Facility. Same as Materials Recovery Facility. 343 1.63 Maximum Service Rate. The maximum amount that Contractor may charge Service 344 Recipients for Collection Services, as listed in Exhibit 1, and as may be adjusted in accordance with the 345 provisions of this Agreement.
346 1.64 Median Islands. The area between opposing lanes of traffic defined by a curb or road 347 markings.
348 1.65 Multi-Family Dwelling (MFD) Collection Service. MFD Solid Waste Collection Service 349 serves an apartment, townhome or condominium complex, and specifically includes the following, MFD 350 Garbage Collection Service, MFD Large Item Collection Service, MFD Organic Waste Collection Service, 351 and MFD Recycling Service:
352 A. MFD Garbage Collection Service. The Collection of Residential Garbage, by 353 Contractor, from MFD Service Units in the Service Area and the delivery of that Residential Garbage to a 354 Disposal Facility.
355 B. MFD Large Item Collection Service. The periodic on-call Collection of Large Items, 356 by Contractor, from MFD Service Units in the Service Area and the delivery of those Large Items to a 357 Disposal Facility, Materials Recovery Facility or such other facility as may be appropriate under the terms of 358 this Agreement. MFD Large Item Collection Service may include the Collection of Large Items using Roll359 Off Containers. 360 C. MFD Organic Waste Collection Service. The Collection of Organic Waste, by 361 Contractor, from MFD Service Units in the Service Area, the delivery of those Organic Waste materials to 362 an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, 363 and the disposal of all MFD Organic Waste Processing Residue. 364 D. MFD Recycling Service. The Collection of Recyclables Materials by the Contractor 365 from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 366 Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all 367 MFD Recyclables Materials Processing Residue.
368 1.66 Multi-Family Dwelling - Centralized (MFD-C) Collection Service. MFD-C Solid Waste 369 Collection Service that is centralized for the apartment, townhome or condominium complex, and 370 specifically includes the following: MFD-C Garbage Collection Service (as defined in 1.62A), MFD-C Large 371 Item Collection Service (as defined in 1.62B), MFD-C Organic Waste Collection Service (as defined in 372 1.62C), and MFD-C Recycling Service (as defined in 1.62D).

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373 1.67 Multi-Family Dwelling - Individual (MFD-I) Collection Service. MFD-I Solid Waste Collection 374 Service where units have individual carts within the apartment, townhome or condominium complex and 375 specifically includes the following: MFD-I Garbage Collection Service (as defined in 1.62A), MFD-I Large 376 Item Collection Service (as defined in 1.62B), MFD-I Organic Waste Collection Service (as defined in 377 1.62C), and MFD-I Recycling Service (as defined in 1.62D). 378 1.68 Non-Collection Notice. A form developed and used by Contractor, as approved by City, to 379 notify Service Recipients of the reason for non-collection of materials set out by the Service Recipient for 380 Collection by Contractor pursuant to this Agreement. 381 1.69 Non-putrescible Material. “Non-putrescible Material” means Solid Waste consisting of 382 waste which is not organic and not subject to decomposition by microorganisms. 383 1.70 Organic Waste. “Organic Waste” means Food Waste, Green Waste, nonhazardous wood 384 waste, and food-soiled paper waste that is mixed in with Food Waste. 385 1.71 Organic Waste Collection Service. The Collection of Organic Waste from Service Units and 386 processing at an Organic Waste Processing Facility, and the disposal of all Organic Waste Processing 387 Residue.
388 1.72 Organic Waste Processing Facility. “Organic Waste Processing Facility” means a State 389 permitted commercial Solid Waste facility which accepts and processes Organic Materials. 390 1.73 Overage. Overage means excess Solid Waste, Organic Waste and Recyclable Materials 391 (i) placed inside a Container that prevents the lid on the Container from being completely closed (i.e., lid 392 remains open greater 45-degrees) or excess materials placed on top of or around a Container and (ii) 393 could potentially result in excess materials spilling/dislodging during collection activity by Contractor’s 394 vehicles.
395 1.74 Premises. “Premises” means any land or building in the City where waste is generated 396 or accumulated.
397 1.75 Putrescible Material. “Putrescible Material” means Solid Waste consisting of waste which 398 is organic and subject to decomposition by microorganisms. 399 1.76 Quarter. Period of three (3) months with first quarter the months of January through March, 400 second quarter April through June, third quarter July through September, and fourth quarter October 401 through December.
402 1.77 Recyclable Materials. “Recyclable Materials” means Solid Waste consisting of any 403 material which retains useful properties and can be reclaimed after the production or consumption process. 404 1.78 Recycling. “Recycling” means the process of collecting, sorting, cleansing, treating and/or 405 marketing Recyclable Materials that would otherwise be disposed of in a landfill. The collection, 406 transportation or disposal of Solid Waste not intended for, or capable of, reuse is not Recycling.

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407 1.79 Residential Collection Service. “Residential Collection Service” means ongoing regularly 408 scheduled collection of Residential Solid Waste by an Exclusive Franchise from Residential Service Units 409 and the delivery of that Residential Solid Waste to a Disposal Facility, Recycling Facility, and/or Organics 410 Processing Facility.
411 1.80 Residential Garbage. “Residential Garbage” means Garbage originating from Residential 412 Premises
413 1.81 Residential Premises. “Residential Premises” means a Premises used for residential 414 purposes.
415 1.82 Residential Solid Waste. “Residential Solid Waste” means Solid Waste originating from 416 Residential Premises.
417 1.83 Residual or Residuals. Residual or Residuals means Solid Waste that is not diverted from 418 landfill disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclables 419 Processing Facility for processing for diversion from landfill disposal. Residual does not include Recyclable 420 Materials or Organic Material that is processed for diversion but has no available markets. 421 1.84 Roll-Off Container. A metal container with a capacity of ten (10) or more cubic yards that 422 is normally loaded onto a specialized Collection Vehicle and transported to an appropriate facility. 423 1.85 SB 1383. “SB 1383” means State of California Senate Bill 1383, which mandates a fifty 424 (50) percent reduction in disposal of Organic Materials from the 2014 levels by 2020 and seventy-five (75) 425 percent reduction by 2025. Further, SB 1383 requires jurisdictions to implement Edible Food Recovery 426 Programs designed to recover edible food that is currently landfilled by twenty (20) percent by 2025. 427 1.86 Service Area. That area within the city limits of the City of Thousand Oaks designated by 428 City as the Service Area.
429 1.87 Service Recipient. An individual or company receiving SFD Collection Service, Commercial 430 Collection Service, MFD or MXD Collection Service.
431 1.88 Service Unit. SFD Service Units, MFD Service Units, MXD Service Units, City Service Units 432 or Commercial Service Units. Service Unit specifically includes the following:
433 A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll-Off Container(s) 434 for the accumulation and set-out of Solid Waste. City Service Units are the properties set forth in Exhibit 3 435 and may be modified by written notice to Contractor by the City. 436 B. Commercial Service Unit. All retail, professional, wholesale and industrial facilities, 437 and other commercial enterprises offering goods or services to the public that utilize a Garbage Bin, Cart, 438 Compactor, Roll-Off Container for the accumulation and set-out of Commercial Solid Waste.

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439 C. MFD-C Service Unit. Five (5) or greater Dwelling Units in the Service Area utilizing 440 a centralized Cart or Bin, or any combination of MFD Dwelling Units sharing Collection Containers for the 441 accumulation of and set out of Residential Solid Waste. 442 D. MFD-I Service Unit. Five (5) or greater Dwelling Units in the Service Area each 443 utilizing a Cart, or individual units of MFD/MXD Dwelling Units each served by Carts, for the accumulation 444 and set out of Residential Solid Waste.
445 E. MXD (Mixed-use Development) Service Unit. A mix of Commercial Service Units 446 and five (5) or greater Dwelling Units in the Service Area utilizing any combination of Collection Containers 447 for the accumulation of and set out of Solid Waste. 448 F. SFD Service Unit. Any Single-Family Dwelling Unit in the Service Area utilizing a 449 Cart for the accumulation and set out of Residential Solid Waste. 450 1.89 SFD Collection Service. SFD Solid Waste Collection Service, SFD Recycling Service, SFD 451 Organic Waste Collection Service, SFD Large Item Collection Service, SFD Used Oil Collection Service 452 and SFD Manure Collection Service.
453 A. SFD Solid Waste Collection Service. The Collection of Residential Solid Waste, by 454 Contractor, from SFD Service Units in the Service Area and the delivery of that Residential Solid Waste to 455 a Disposal Facility.
456 B. SFD Large Item Collection Service. The periodic on-call Collection of Large Items, 457 by Contractor, from SFD Service Units in the Service Area and the delivery of those Large Items to a Disposal 458 Facility, Materials Recovery Facility or other such facility as may be appropriate under the terms of this 459 Agreement. SFD Large Item Collection Service does not include the Collection of Large Items using Roll-Off 460 Containers.
461 C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by 462 Contractor, for SFD Service Units in the Service Area, the delivery of those Organic Waste Materials to an 463 Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and 464 the disposal of all SFD Organic Waste Processing Residual. 465 D. SFD Recycling Service. The Collection of Recyclable Materials by the Contractor 466 from SFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 467 Recovery Facility and the processing and marketing of those Recyclable Materials. 468 1.90 Single-family Dwelling or SFD. “Single-family/duplex dwelling” or “SFD” means a single 469 detached dwelling unit, and/or a duplex structure of two (2) single attached dwelling units, each designed 470 for use by one bona fide housekeeping group
471 1.91 Sludge. The accumulated solids, residues, and precipitates generated as a result of waste 472 treatment or processing, including wastewater treatment, water supply treatment, or operation of an air AR003329
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473 pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or 474 similar disposal appurtenances or any other such waste having similar characteristics or effects. 475 1.92 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, semisolid, and 476 liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and 477 construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, 478 dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable 479 or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, as set forth in 480 California Public Resources Code Section 40191(a)(b), as amended from time to time, and includes Brown 481 Goods, Commercial Solid Waste, Construction and Demolition Debris, Food Waste, Garbage, Green 482 Waste, Large Green Waste, Large Items, Organic Waste, Recyclable Materials, White Goods. 483 1.93 Solid Waste Management Fee. Administrative costs of managing the City’s solid waste 484 program paid for by Contractor.
485 1.94 Source separated. “Source separated” means the segregation, by the waste generator, of 486 materials designated for separate collection for some form of materials recovery or special handling. 487 1.95 Split-bin. A single Collection Container divided into two separate compartments, with 488 individual lids for each compartment, to allow for separation of two waste streams. 489 1.96 SRRE (Source Reduction and Recycling Element). A formal planning document prepared 490 and adopted by a California jurisdiction, and submitted to the California Department of Resources 491 Recycling and Recovery (CalRecycle), that demonstrates how the jurisdiction will comply with the 492 California Integrated Waste Management Acts (AB 939) diversion goals. The jurisdiction’s SRRE must 493 include specific components, as defined in Public Resources Code sections 41003 and 41303. 494 1.97 Limited Franchise Agreement. Formerly “Non-exclusive Franchise Agreement”, a separate 495 agreement with the City which permits a contractor on a non-exclusive basis to provide for service to 496 collect solid waste, organics, construction and demolition debris, and/or recyclable materials on a 497 temporary basis.
498 1.98 Term. “Term” means the time period or duration of an Exclusive Franchise or Limited 499 Franchise or Permit.
500 1.99 Transfer station. “Transfer station” means those facilities utilized to receive Solid Waste, 501 and temporarily store and transfer such waste directly from smaller to larger vehicles for transport 502 1.100 Unicycling. A method of separating trash and recyclable materials in a single Collection 503 Container. Trash materials are collected in bags and deposited into the Collection Container and 504 recyclable materials are deposited into the Collection Container loose and unbagged. 505 1.101 Universal Waste or U-Waste. E-Waste, dry-cell batteries, non-empty aerosol cans, 506 fluorescent lamps, and fluorescent bulbs, mercury thermostats, and other mercury containing equipment.

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507 1.102 Waste. “Waste” means the useless, unused, unwanted or discarded material and debris 508 resulting from normal residential and commercial activity or materials which, by their presence, may 509 injuriously affect the health, safety, and comfort of persons or depreciate property values in the vicinity 510 thereof.
511 1.103 Waste diversion. “Waste diversion” means to divert Solid Waste, in accordance with all 512 applicable Federal, State, and local requirements, from disposal at landfills or transformation facilities 513 through source reduction, composting or recycling.
514 1.104 Waste generator. “Waste generator” means any person, as defined by the most current 515 version of the Public Resources Code, whose act or process produces solid waste as defined in that same 516 code, or whose act first causes solid waste to become subject to regulation. 517 1.105 Waste Reporting System (WRS). An online/digital data system designated by the City for 518 recording and documenting outreach, customer service, site visits, weights and volumes by waste stream, 519 and field issues for compliance, customer service, and reporting purposes. 520 1.106 White goods. “White goods” means enamel-coated major appliances, such as washing 521 machines, clothes dryers, hot water heaters, stoves, and refrigerators 522 1.107 Work Day. Any day, Monday through Saturday, that is not a holiday as set forth in Article 523 3.07 of this Agreement.
524 1.108 Wood waste. “Wood waste” means Solid Waste consisting of stumps, large branches, tree 525 trunks, and wood pieces or particles that are generated from the manufacturing or production of wood 526 products, harvesting, processing or storage of raw wood materials, or construction and demolition 527 activities.
528
529 Article 2. Term of Agreement
530 2.01 Initial Term. The initial term of this Agreement will be for fifteen (15) year period beginning 531 January 1, 2022 and terminating on December 31, 2036. 532 2.02 Extension of Term. Contractor may request up to two, five (5) year term extensions to the 533 Initial Term, and at City’s sole option, City may grant Contractor’s request to extend the term. Under no 534 circumstances will City be obligated to extend the term. Contractor must request the first five (5) year 535 extension by December 31, 2034 in order to be eligible for the first term extension, and the second by 536 December 31, 2039 in order to be eligible for the second term extension. 537 2.03 Performance Review Prior to Five (5) Year Extension. A billing audit and performance 538 review shall be conducted two years prior to the end of the Initial Term (i.e. during 2034, and to be 539 completed by December 31, 2034) as described in Section 15.02. The cost of the review shall be paid as 540 specified in that Section. In order to be eligible for an Extension of the Term of the Agreement under Section AR003331
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541 2.02, Contractor must meet billing and performance standards to the satisfaction of the City. In the event 542 Contractor fails to meet the minimum service and diversion requirements set forth in Section 5.01, this 543 Agreement will terminate on December 31, 2036 as set forth in Section 2.01 of this Agreement. 544 Article 3. Conditions Governing Services Provided by Contractor 545 3.01 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 546 conditions set forth herein, the Exclusive Franchise, right and privilege to collect, remove and dispose of, in 547 a lawful manner, Solid Waste, Recyclable Materials, and Organic Materials accumulating in the City’s 548 Service Area that are required to be accumulated and offered for collection to the Contractor in accordance 549 with the City’s Municipal Code, for the Term of and within the scope set forth in this Agreement. 550 3.02 Grant of Limited Franchise Waste Hauling Agreement. City also hereby grants to 551 Contractor the right to enter into, without a separate application, a Limited Franchise Waste Hauling 552 Agreement with the City, subject to the terms and conditions set forth in that agreement, which provides the 553 right and privilege to collect, remove and dispose of, in a lawful manner, Solid Waste, Recyclable Materials, 554 and Organic Materials on a temporary basis. The right to an award of a Limited Franchise Waste Hauling 555 Agreement without a separate application shall continue for the term of the Exclusive Agreement provided 556 that its conditions, and those of the Exclusive Agreement herein, are met. 557 3.03 Recyclable Materials Organic Waste, and Bulky Waste Discarded by Service Recipients. 558 This Agreement shall not prohibit any person from selling Recyclable Materials or Organic Waste or giving 559 Recyclable Materials or Organic Waste away to persons or entities other than Contractor. However, in either 560 instance: (1) the Recyclable Materials or Organic Waste must be source separated from and not mixed with 561 other Solid Waste; and (2) the seller/donor may not pay the buyer/donee any consideration for collecting, 562 processing or transporting such Recyclable Materials or Organic Waste. A discount or reduction in the price 563 for collection, disposal and/or recycling services for any form of un-segregated or segregated Solid Waste 564 is not a sale or donation of Recyclable Materials or Organic Waste and such Solid Waste does not qualify 565 for this exception. However, once the Recyclable Materials or Organic Waste have been placed in the 566 Collection Container and the Container set out for Collection, the Recyclable Materials or Organic waste 567 become the property of Contractor.
568 3.04 Exclusions to Exclusivity.
569 3.04.1 Specialized Recyclable Materials. If Contractor is unable or unwilling to collect and 570 process for diversion specialized materials, including, but not limited to, organics, metals, construction and 571 demolition debris, laboratory waste, pallets and others, and which a third party is able to re-use or recycle, 572 Service Recipients shall have the right to engage the third-party recycler to collect and recycle those source573 separated Recyclable Materials provided that the diversion is verified by the City and the third party obtains 574 a City recycling permit.
575 3.04.2 Recyclable Materials Sold By Commercial Generator. If the waste generator at a 576 Commercial Service Unit has source separated Recyclable Material, the generator is entitled to sell that AR003332
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577 Recyclable Material or be otherwise compensated in a manner resulting in a net positive payment to the 578 generator, when such collector is permitted as appropriate under the City Municipal Code. 579 3.04.3 Byproducts of food and beverage processing. Under AB 3036 (2018), certain 580 byproducts from the processing of food or beverages from agricultural or industrial sources, provided they 581 are source-separated and used as animal feed, are exempted from this Exclusive Franchise Agreement. 582 Entities requesting exemption must apply to the City and be any of the following: registered pursuant to 583 Section 110460 of the Health and Safety Code, or be exempted from registration pursuant to Section 110480 584 of the Health and Safety Code, or be a beer manufacturer as defined in Section 23012 of the Business and 585 Professions Code, or a distilled spirits manufacturer, as defined in Section 23015 of the Business and 586 Professions Code.
587 3.04.4 Donated Solid Waste. Recyclable Materials, Organic Waste, or Large Items which 588 is source separated at any premises by the waste generator and donated to youth, civic or charitable 589 organizations qualified as such pursuant to Federal law. 590 3.04.5 Gardening or Landscape Services. Green Waste removed from a premises by a 591 gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that 592 company rather than as a hauling service;
593 3.04.6 Temporary Services. Temporary Collection services for Solid Waste and 594 Construction and Demolition Debris is covered under the City’s Limited Franchise Agreement and Contractor 595 must abide by terms of that agreement for collection and processing and diversion of Construction and 596 Demolition Debris.
597 3.05 Responsibility for Service Billing and Collection. Contractor is responsible for the billing 598 and collection of payments for Collection Services within the Service Area. 599 3.06 Contractor’s Payments to City.
600 3.06.1 Reimbursement for the Cost of Procurement Process. Contractor shall reimburse 601 the City for the cost of the Franchise Agreement solicitation, evaluation and award process up to but no 602 more than One Hundred and Fifty Thousand Dollars ($150,000). This one-time payment is due within thirty 603 (30) days of the Effective Date of the Agreement.
604 3.06.2 Solid Waste Management Fee. In consideration of the administrative costs of 605 managing the City’s solid waste program, Contractor shall pay City a Solid Waste Management Fee as a 606 percent of the Gross Revenue received by the Contractor from Franchise services provided in the City 607 pursuant to this Agreement. The City Council may adjust the Solid Waste Management Fee by resolution, 608 in which case Contractor shall be entitled to a rate adjustment as a City-directed change in accordance with 609 Section 28.01. The Solid Waste Management Fee for the Agreement Year and thereafter shall be eight610 and-one-quarter (8.25) percent of Gross Revenue from Commercial, MFD-C, and MXD Service Recipients 611 and two-and-one-quarter (2.25) percent of Gross Revenue from SFD and MFD-I Service Recipients.

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612 3.06.3 Franchise Fee. In consideration of the Exclusive Franchise provided for in Section 613 3.01 of this Agreement, Contractor shall pay the City a Franchise Fee as a percent of the Gross Revenue 614 received by the Contractor from Franchise services provided in the City pursuant to this Agreement. The 615 Franchise Fee shall reflect a reasonable estimate of the value of the franchise and shall be established and 616 adjusted as necessary by City Council by resolution. If adjusted during the term of this Agreement, 617 Contractor shall be entitled to a rate adjustment as a City-directed change in accordance with Section 28.01. 618 The Franchise Fee for the Agreement Year and thereafter shall be nine (9) percent of Gross Revenue. 619 3.06.4 Reimbursement for the Annual Subscription Cost for Waste Reporting System. 620 Contractor shall reimburse City annually for cost of subscription to Waste Reporting System software 621 services, not-to-exceed $25,000 per year annually adjusted for CPI. Payment is due within thirty (30) days 622 of receipt of invoice.
623 3.06.5 Time and Method of Payment; Late Fees. Solid Waste Management Fees and 624 Franchise Fees shall be computed and paid based on Gross Revenue received each calendar month for 625 services rendered. Contractor shall prepare and mail such remittance on a quarterly basis to the Finance 626 Director, and such remittance must be hand-delivered or postmarked no later than the last business day of 627 the month following the end of each quarter. For hand-delivered remittance, the Contractor must request 628 and receive a receipt or time stamp with the exact date remittance is received by the City Finance Director 629 or designee.
630 3.06.6 The remittance will be accompanied by a report, prepared in a format acceptable 631 to City Manager or designee, setting forth the basis, and calculations used for computing the amount due. 632 The figures used shall be taken from the general books of account of the Contractor. All supporting 633 documentation must be retained by the Contractor in accordance with the records retention requirements 634 in Section 45.01.
635 3.06.7 If the Contractor fees to the City are not paid by the date set by this Agreement, 636 then in addition to the fees, the Contractor shall pay a penalty as specified in Exhibit 11, except to the extent 637 that such lateness is due to extenuating circumstances. 638 3.06.8 In addition, the Contractor shall pay interest on all unpaid fees at the rate of six (6) 639 percent per annum or the prime (lending) rate, whichever is higher but not to exceed the legal rate, from the 640 date the fees were due and payable to the date actually paid. 641 3.06.9 If the delay is due to extenuating circumstances, Contractor must request approval 642 in writing from the City Manager or designee at least five (5) business days prior to the date on which fees 643 and reports are due. City shall contact Contractor within three (3) business days of receiving request for 644 submission delay as to whether delay shall be permitted. 645 3.06.10 Taxes and Utility Charges. The Contractor shall pay all Taxes lawfully levied or 646 assessed upon or in respect of the Operating Assets or the Franchise Services, or upon any part thereof of AR003334
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647 upon any revenues necessary for the operation of the Operating Assets and the provision of the Franchise 648 Services, when the same shall become due.
649 3.06.11 Disputes. In the event of any disputes between the Contractor and the City with 650 respect to the fees described in Section 3, the City shall provide the Contractor with written objection within 651 180 days of the receipt of the report described in Section 3.06.5, indicating the position of the report that is 652 disputed and providing all reason then known to the City for its objection to or disagreement with such 653 amount. If any such amount is adjusted in the City’s favor pursuant to agreement, mediation, legal 654 proceeding, or otherwise, the Contractor shall pay the amount of such adjustment to the City, with interest 655 thereof at the Overdue Rate from the date such disputed amount was due the City to date of payment in full 656 of such amount. Nothing contained in this subsection shall limit the authority of any authorized office of the 657 City or any other governmental agency to raise a further objection to any amount billed by the Contractor 658 pursuant to an audit conducted pursuant to Applicable Law. If the Contractor prevails in the dispute, the 659 Contractor shall have the right to recover from the City its reasonable costs incurred in connection with the 660 dispute resolution procedure.
661 3.07 Service Standards. Contractor must perform all Collection Services under this Agreement 662 in a thorough and professional manner as described in Section 23, while meeting the minimum performance 663 and diversion standards listed in Section 15 according to the Sustainability and Compliance Plan (Exhibit 664 14) developed by the Contractor and approved by the City. 665 3.08 Labor and Equipment. Contractor must provide and maintain all labor, equipment, tools, 666 facilities, and personnel supervision required for the performance of Contractor’s obligations under this 667 Agreement. Contractor must always have sufficient backup equipment and labor to fulfill Contractor’s 668 obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of 669 labor, equipment, tools, facilities or supervision will be provided or paid to Contractor by City or by any 670 Service Recipient except as expressly provided by this Agreement. 671 3.09 Holiday Service. The City observes New Year’s Day, Memorial Day, Independence Day, 672 Labor Day, Thanksgiving Day, and Christmas Day as legal holidays. Contractor is not required to provide 673 Collection Services or maintain office hours on the designated holidays. In any week in which one of these 674 holidays falls on a Work Day, SFD Collection Services for the holiday and each Work Day thereafter will be 675 delayed one Work Day for the remainder of the week with normally scheduled Friday SFD Collection 676 Services being performed on Saturday. Commercial Collection Services will be adjusted as set forth in Article 677 8 but must meet the minimum frequency requirements of one (1) time per week. Collection Services will not 678 take place on Sundays.
679 3.10 Inspections. The City has the right to inspect Contractor’s facilities or Collection Vehicles 680 and their contents used to provide services pursuant to this Agreement at any reasonable time while 681 operating inside or outside the City.

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682 3.11 Commingling of Materials.
683 3.11.1 SFD Materials Collected in Thousand Oaks. Contractor may not at any time 684 commingle any SFD materials Collected pursuant to this Agreement with any other material Collected by 685 Contractor inside or outside the City of Thousand Oaks without the express prior written authorization of the 686 Agreement Administrator.
687 3.11.2 Commercial Materials Collected in Thousand Oaks. Contractor may commingle 688 Commercial materials collected pursuant to this Agreement with other materials collected outside the City 689 of Thousand Oaks, provided that Contractor tracks the tonnage of Commercial material collected inside the 690 City of Thousand Oaks separately using a City-approved allocation methodology. Changes to the allocation 691 methodology may only be made with the express prior written authorization of the Agreement Administrator. 692 3.11.3 Recyclable Materials. Subject to Sections 7.07.2 and 8.03.4, Contractor may not 693 at any time commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with 694 any other material type Collected by Contractor without the express prior written authorization of the 695 Agreement Administrator.
696 3.11.4 Organic Waste. Subject to Sections 7.08.4 and 8.04.5, Contractor may not at any 697 time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any other 698 material type Collected by Contractor, without the express prior written authorization of the Agreement 699 Administrator.
700 3.11.5 Commingled Garbage and Recyclables. Only in special circumstances in which 701 separate Collection Containers pose a challenge due to space or logistical constraints, and with prior written 702 authorization of the Agreement Administrator, Contractor will Collect Commercial Garbage and Recyclable 703 Materials in the same Collection Container, using a Split-bin or Unicycling, for the purposes of processing 704 Recyclable Materials for diversion.
705 3.12 Recyclable Materials and Organic Waste Contamination. Contractor must offer the Service 706 Recipients the correct combination of Cart and Bin sizes and collection frequency beyond the minimum 707 bundled service requirements as necessary, that matches their unique service needs to reduce 708 contamination of Recyclable Materials and Organic Waste, and provide service at least cost to Service 709 Recipient. To support City’s diversion goals and Contractor’s Diversion Requirements as set forth in Article 710 5.01, Contractor is only required to collect and process Recyclable Materials if they have been separated by 711 the Service Recipient from Garbage and Organic Waste and is only be required to collect Organic Waste if 712 it has been separated by the Service Recipient from Garbage and Recyclable Materials. 713 3.12.1 As part of Contractor’s Public Education Services under Article 18.01, Contractor 714 has agreed to provide outreach and support to Service Recipients as described in the Contractor’s 715 Sustainability and Compliance Plan provided as Exhibit 14. Additionally, Contractor’s route collection 716 personnel will report to Contractor’s supervisors if they observe potential contamination problems, and/or 717 insufficient collection capacity. For purposes of determining if Recyclable Materials or Organic Waste are AR003336
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718 deemed to be contaminated, if, by visual or digital inspection, Recyclable Materials are commingled with ten 719 percent (10%) by weight or volume of Garbage or Organic Waste, or if, by visual inspection, Organic Waste 720 is commingled with three percent (3%) by volume of Garbage or Recyclable Materials, then Recyclable 721 Materials and/or Organic Waste will be deemed to be contaminated and Contractor may take the following 722 steps:
723 3.12.2 Violations by SFD Service Recipients.
724 1. First and Second Occurrence. For the first and second occurrence within 725 any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic 726 Waste), Contractor must collect the contaminated container (as Solid Waste) and must affix a Contamination 727 Violation Notice to the contaminated container which contains instructions on the proper procedures for 728 sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, 729 e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of excess 730 contamination, the Service Recipient may be charged a contamination fee for the contaminated container, 731 and Contractor may increase the Collection Container size, or require an additional Collection Container. 732 Contractor’s representative must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person 733 (which may be a container tag) to ensure that they have the appropriate level of service for proper collection 734 of Recyclable Materials and/or Organic Waste. Contractor must also document the contamination issue in 735 the Waste Reporting System provide digital/visual documentation to the Service Recipient that clearly 736 documents the Service Recipient’s on-going contamination problems. 737 2. Third and Subsequent Occurrence. For the third or subsequent 738 occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable 739 Materials or Organic Waste), Contractor must collect the contaminated Container (as Solid Waste) and must 740 charge the Service Recipient a contamination fee as set forth in Exhibit 1. Contractor must continue 741 providing the Recyclable Materials or Organic Waste Collection Services. Contractor must provide (or have 742 provided) digital/photographic documentation to the Service Recipient that clearly documents the Service 743 Recipient’s on-going contamination problems and written Notices of contamination as described above. 744 Contractor may increase the Container size or collection frequency and impose a contamination surcharge 745 on the account for a period of six months or until the Service Recipient has demonstrated no contamination 746 for a period of three consecutive months. Contractor must document contamination issue and surcharge in 747 Waste Reporting System and notify City within five (5) Business Days if Contractor increases the Container 748 size or collection frequency for excessive contamination or imposes the contamination surcharge to the 749 account. City will consult with Contractor and consider, and pursue as applicable, appropriate legal remedies 750 against offending Service Recipients in order to secure discontinuance of the contamination. 751 3.12.3 Violations by Commercial and MFD/MXD Service Recipients. The following 752 provisions will apply to all Commercial and MFD/MXD Service Recipients except those eligible for temporary 753 treatment pursuant to Section 3.09.3.

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754 1. First and Second Occurrence. For the first and second occurrences within 755 any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic 756 Waste), Contractor must collect the contaminated container (as Solid Waste) and must affix a Contamination 757 Violation Notice to the contaminated container which contains instructions on the proper procedures for 758 sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, 759 e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of 760 contamination, the Service Recipient will be charged a contamination fee for the contaminated container, 761 and Contractor may increase the Container size, require locking Bins, increase collection frequency, and 762 impose a contamination surcharge on the account for a period of six months or until the Service Recipient 763 has demonstrated no contamination for a period of three consecutive months. Contractor’s representative 764 must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container 765 tag) to ensure that they have the appropriate level of service for proper collection of Recyclable Materials 766 and/or Organic Waste. Contractor must also provide digital/visual documentation to the Service Recipient 767 that clearly documents the Service Recipient’s contamination problem and document in the Waste Reporting 768 System.
769 2. Third and Subsequent Occurrence. For the third and subsequent 770 occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable 771 Materials or Organic Waste), Contractor will provide a Contamination Violation Notice that contains 772 instructions on the proper procedures for setting out Recyclable Materials or Organic Waste, and Contractor 773 must collect the contaminated Container (as Solid Waste) and will charge the Service Recipient a 774 contamination fee as set forth in Exhibit 1. For any contamination fee charge being assessed, Contractor 775 must provide digital/visual documentation to the Service Recipient that clearly documents the Service 776 Recipient’s on-going contamination problems. Contractor may increase the Container size, require locking 777 Bins, or increase collection frequency, and impose a contamination surcharge on the account for a period 778 of six months or until the Service Recipient has demonstrated no contamination for a period of three 779 consecutive months. Contractor must document contamination issue and surcharge in the Waste Reporting 780 System and notify City within five (5) Business Days if Contractor increases the Container size, require 781 locking Bins, increase collection frequency for excessive contamination, or imposes the contamination 782 surcharge to the account. City will consider, and pursue as applicable, appropriate legal remedies against 783 offending Service Recipients in order to secure discontinuance of the contamination 784 3.12.4 Tracking Occurrences of Contamination. Regarding Articles 3.12.2 – 3.12.3, each 785 Contamination occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar 786 Year if contamination occurrences are not active and consecutive. Where contamination is occurring, and 787 occurrences are consecutive and unremedied their count shall continue across Calendar Years until remedy 788 occurs. In this case, once the Service Recipient has demonstrated no contamination for a period of three 789 consecutive months the tracking calendar will reset. 790 3.12.5 Disputes Over Excess Contamination Charges. If Service Recipient disputes a 791 contamination charge (which must be within 30 days of them being assessed), Contractor will temporarily AR003338
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792 halt any contamination charge and/or increased Maximum Service Rate resulting from increasing the 793 Collection Container size, or collection frequency, and Contractor may request a ruling by the City Manager 794 to resolve the dispute. During the pendency of any request, Contractor may restore Container size or 795 number, or collection frequency to the prior levels. A request by Contractor to the City Manager to rule on 796 any such dispute must be filed within ten (10) Business Days of Contractor’s halting of contamination charge, 797 or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing 798 overall problems. The City Manager may request a meeting (in person or phone) with both the Service 799 Recipient and Contactor to resolve the dispute. Following such a meeting, the City Manager will rule on the 800 dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute between 801 and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, Contractor 802 will credit the disputed contamination charges or increased Maximum Service Rate. If the City Manager 803 rules in favor of Contractor, Contractor may charge Service Recipient the prior halted contamination charge 804 and/or increased Maximum Service Rate resulting from increasing the Collection Container size or collection 805 frequency and may follow the steps in Article 4.04 for collection of delinquent accounts. 806 3.13 Container Overage and Correction Procedures. If a Customer is found to habitually 807 overflow their Collection Container(s), i.e. lid will not close, Contractor may take the steps as listed below to 808 correct Customers’ on-going overflow of material.
809 Customers receiving Residential, Commercial or Multi-Family services will be notified of Collection 810 overages. The process for customer overages, is as follows:
811 3.13.1 Garbage Overage and Correction Procedures.
812 1. Contractor shall provide the Service Recipients the correct combination of 813 Collection Containers and collection frequency that matches each Service Recipient’s unique service needs 814 to enable clean, efficient, and cost-effective collection of Solid Waste, Recyclable Materials, and Organic 815 Waste. City and Contractor agree that overflow of Solid Waste that is not properly in the Service Recipient’s 816 Solid Waste Collection Containers may negatively impact public health and safety. Contractor has also 817 agreed to conduct recycling audits and provide outreach and support to Service Recipient accounts receiving 818 the correct service level. However, if Service Recipients are found to habitually overflow their Solid Waste 819 Collection Containers, Contractor may take the steps as listed below to correct Service Recipient’s on-going 820 overflow of Solid Waste.
821 2. Prior Arrangements For Collection. If the Service Recipient has made prior 822 arrangements with Contractor for collection of Solid Waste Overages, Contractor must collect such overages 823 as arranged, and may charge the Service Recipient the Solid Waste Overage fee (prior arrangement) rate 824 set forth in Exhibit 1.
825 3. No Prior Arrangements. If the Service Recipient has not made prior 826 arrangements with Contractor for collection of Solid Waste Overage, (i) Contractor may collect such Solid 827 Waste Overage at no additional charge as a courtesy, (ii) Contractor may not collect the Solid Waste 828 Overage and leave a Non-Collection Notice explaining the reason for non-collection of the Solid Waste AR003339
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829 Overage, (iii) Contractor may collect the Solid Waste Overage (up to two lifts) and charge the Service 830 Recipient the Solid Waste Overage fee (no prior arrangement) rate set forth in Exhibit 1 as provided below, 831 or increase the capacity or frequency of collection of the existing Collection Container(s) to match 832 documented service needs as provided below. In managing Solid Waste Overages, the following apply:
833 3.13.2 SFD Service Recipients.
834 Each Occurrence. For each occurrence Contractor will not collect the Solid Waste 835 Overage if the Collection Container could not be serviced by normal operating procedures or cause spillage 836 upon servicing and Contractor must provide the following written notice via e-mail, U.S. mail, or in person 837 (which may be by Non-Collection Notice) to the Service Recipient: (i) the date, description and photograph 838 of the Solid Waste Overage and document in the Waste Reporting System. Contractor’s Non-Collection 839 Notice for SFD Service Recipients shall also contain instructions on (a) how to schedule a Large Item 840 Collection or (b) request an additional Collection Container to eliminate future Overages. 841 3.13.3 Commercial and MFD/MXD Service Recipients.
842 Each Occurrence. Contractor must provide a written notice on the Container and 843 may provide a copy of the notice via e-mail, U.S. mail, or in person (which may be by Non-Collection Notice) 844 to the Service Recipient with the date, description and photograph of the Solid Waste Overage. Contractor 845 may collect the Solid Waste Overage and may charge the Service Recipient a Solid Waste Overage fee as 846 set forth in Exhibit 1, and increase the capacity, or collection frequency of the Collection Container to match 847 documented service needs. At least ten (10) Business Days prior to increasing the Collection Container 848 size, or frequency of Collection, Contractor’s representative must also contact the Service Recipient by 849 phone, U.S. mail, e-mail or in person (which may be by Non-Collection Notice) to ensure that Service 850 Recipient has the appropriate level of service. Contractor must document overage issue in the Waste 851 Reporting System and notify City within ten (10) Business Days of any changes in Service Recipient’s 852 Collection Container size or collection frequency. The increased capacity or collection frequency will remain 853 in effect until Contractor determines that it is no longer needed to prevent overages, which may be longer 854 than the one Calendar Year stated above. Such determination will be in Contractor’s sole but reasonable 855 discretion and will be subject to the dispute resolution procedure set forth below. City will consider, and 856 pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure 857 discontinuance of the overages.
858 3.13.4 Tracking Occurrences of Solid Waste Overage. Regarding Articles 3.13.1 – 3.13.3, 859 after twelve (12) months have passed from the last applicable Solid Waste Overage occurrence, the next 860 Solid Waste Overage occurrence will be deemed a first Solid Waste Overage occurrence. 861 3.13.5 Disputes Over Container Overflow Charges. If Service Recipient disputes a Solid 862 Waste Overage charge or container size or collection frequency change within 30 days of the disputed 863 action, Contractor must temporarily halt Solid Waste Overage charge and/or increased Maximum Service 864 Rate resulting from increasing the Collection Container size or collection frequency, and Contractor may 865 request a ruling by the City Manager to resolve the dispute. During the pendency of any request, Contractor AR003340
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866 may restore Container size or number, or collection frequency, to the prior levels. A request by Contractor 867 to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of Contractor’s 868 halting of Solid Waste Overage charge, or increased Maximum Rate, and must include written 869 documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a 870 meeting (in person or phone) with both the Service Recipient and Contractor to resolve the dispute. 871 Following such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the 872 City Manager’s decision on resolving the dispute between and Service Recipient will be final. If the City 873 Manager rules in favor of the Service Recipient, Contractor must credit the disputed charge or increased 874 Maximum Service Rate. If the City Manager rules in favor of Contractor, Contractor may charge Service 875 Recipient the prior halted Solid Waste Overage charge and/or increased Maximum Service Rate resulting 876 from increasing the Solid Waste Collection Container size or collection frequency and may follow the steps 877 in Article 4.04 for collection of delinquent accounts. 878 3.14 Ownership of Materials. Except as provided otherwise under Applicable Law, title to 879 Residential Waste, Commercial Solid Waste, Recyclable Materials, and Organic Waste will pass to 880 Contractor at such time as said materials are set out for Collection. 881 3.15 Spillage and Litter. Contractor may not litter premises in the process of providing Collection 882 Services or while its vehicles are on the road. Contractor must transport all materials Collected under the 883 terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from 884 Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing Collection 885 Services so as to prevent spilling or dropping of Residential Waste, Commercial Solid Waste, Recyclable 886 Materials, or Organic Materials and must immediately, at the time of occurrence, clean up such spilled or 887 dropped Residential Waste, Commercial Solid Waste, Recyclable Materials, or Organic Materials. 888 3.15.1 Except as provided in Article 8.02.3, Contractor is not responsible for cleaning up 889 sanitary conditions caused by the carelessness of the Service Recipient; however, Contractor must clean 890 up any material or residue that is spilled or scattered by Contractor or its employees. 891 3.15.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting 892 from Contractor’s operations or equipment repair must be covered immediately with an absorptive material 893 and removed from the street surface. Contractor must document spillage in the Waste Reporting System 894 and notify City’s stormwater compliance coordinator within two (2) hours of any spills resulting from 895 Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent 896 and cleaning technique to the street surface to provide adequate cleaning as approved by the City’s 897 stormwater compliance coordinator to be compliant with the City’s stormwater permit. 898 3.15.3 The above paragraphs notwithstanding, Contractor must clean up any spillage or 899 litter caused by Contractor within two (2) hours upon notice from the City. If City deems necessary, 900 Contractor must engage third-party environmental clean-up specialist to remove any equipment oil, hydraulic 901 fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. If clean-up AR003341
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902 is not conducted to satisfaction of City, City has right to engage environmental clean-up specialist to perform 903 additional clean-up work at the expense of Contractor. 904 3.15.4 In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., any 905 physical damage in excess of a simple cosmetic stain caused by the spill), Contractor shall be responsible 906 for all repairs to return the street to the same condition as that prior to the spill. Contractor shall be 907 responsible for all clean-up activities related to the spill. Repairs and clean-up shall be performed in a 908 manner satisfactory to the City and at no cost to the City. 909 3.15.5 To facilitate immediate cleanup, Contractor’s vehicles must always carry sufficient 910 quantities of petroleum absorbent materials along with a broom and shovel. 911 3.16 Regulations and Record Keeping. Contractor must comply with emergency notification 912 procedures required by applicable laws and regulatory requirements. All records required by regulations 913 must be maintained at Contractor’s facility. These records must include waste manifests, waste inventories, 914 waste characterization records, inspection records, incident reports, and training records. 915 Article 4. Billing, Charges and Rates
916 4.01 Collection Services. Contractor is responsible for the billing and collection of payments for 917 all Collection Services. Contractor must charge Service Recipients the Maximum Service Rates established 918 in Exhibit 1 and such rates may be adjusted under this Agreement. 919 4.02 Partial Month Service. If, during a month, a Service Unit is added to or deleted from 920 Contractor’s Service Area, Contractor’s Billing will be pro-rated based on the weekly service rate (i.e. the 921 service rate established in Exhibit 1 divided by four (4) times the number of actual weeks in the month that 922 service was provided to the Service Unit).
923 4.03 Production of Invoices. At the City’s direction, the Contractor shall prepare, mail or 924 electronically transmit, and collect bills (or shall issue written receipts for cash payments) for Franchise 925 services provided by Contractor under this Agreement in advance but no less than six (6) times per year. 926 Billing shall not be permitted more than 15 days prior to the initiation of collection service period. Bills shall 927 not be subject to late notification or charges until 30 days following the closing day of the service period. If 928 made by mail, Billings shall be placed in an envelope at least 22 square inches in size and shall include a 929 return envelope for each billing period. Contractor shall include e-mail address on all billing notices and 930 shall accept payment by check, credit card or ACH debit. Billings shall include sufficient space on the 931 statement to accommodate up to 20 typed characters as specified by the City. City shall have the right to 932 revise the billing format, provided that reasonable notice is given. City may assume billing responsibilities 933 by providing no less than 180 days’ written notice to Contractor. Any direction of the City to undertake 934 billing shall constitute a change in scope pursuant to Article 28.01 Where it has been determined that a 935 Service Recipient has overpaid for service for any reason, Contractor must provide the Service Recipient 936 a credit against future invoices or a refund (where the account is closing or as selected by the Service AR003342
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937 Recipient, and where the refund amount exceeds the lesser of the regular invoicing amount or $200) within 938 thirty (30) days of such determination.
939 4.04 Delinquent Service Accounts. Through the Waste Reporting System, Contractor must 940 report to the Agreement Administrator, monthly, all Service Recipients who have received Collection 941 Service and whose account is over ninety (90) days past due. The provisions of Code Section 6-2.401(C) 942 and Exhibit 1 shall apply to billing generally, including penalties for late payments and collection of 943 delinquent accounts. The Contractor may discontinue service to a Customer who is delinquent in paying 944 for services rendered no earlier than 60 days after the last day of the billing period or that date on which 945 the billing for the service period is delivered to the customer, whichever is later. For this purpose, delivery 946 of the billing shall include the date such billing is deposited by to Contractor into the U.S. Mail or delivered 947 electronically. The Contractor shall notify the Customer and the City Manager or designee in writing of its 948 intent to discontinue service not less than 10 business days before such discontinuation shall occur. 949 4.05 Adjustments to Maximum Service Rates using Consumer Price Index (CPI). Beginning on 950 January 1, 2023, and annually thereafter, Contractor shall, subject to compliance with all provisions of this 951 Section, receive an annual adjustment to the Maximum Service Rates as set forth in Exhibit 1 to this 952 Agreement.
953 4.05.1 Annual CPI Calculation. The Maximum Service Rate adjustment shall be 954 calculated using the percentage change in the CPI between the base year, which shall be the prior 955 preceding 12-month period ending July 31, and the preceding 12-month period ending July 31. Therefore, 956 the first annual CPI adjustment (effective January 1, 2023) will be based on the percentage change between 957 the CPI for the base year, August 1, 2020 through July 31, 2021 (the prior preceding 12-month period), and 958 the CPI for the period of August 1, 2021 through July 31, 2022 (the preceding 12-month period). 959 4.05.1.1 CPI Financial Information. On or before September 15, 2022, and 960 annually thereafter on September 15 during the Term of this Agreement, Contractor shall deliver to City 961 financial information, including calculated CPI and adjusted rates, for the specific services performed under 962 this Agreement for the preceding Agreement Year. Such financial information shall be in the format as may 963 be mutually agreed on between the City and Contractor. Contractor’s failure to provide the financial 964 information shall not preclude the City from applying the CPI using the prior year’s financial data, or pro 965 forma data if no prior year financial data is available, if that application would result in a negative CPI. If 966 Contractor fails to submit the financial information required by September 15, the City at its sole and 967 reasonable discretion, may consider a late request for the annual CPI rate adjustment provided that 968 Contractor’s late request does not delay the City’s ability to adjust customer rates billed by City the 969 subsequent January 1st.
970 4.05.2 Rounding. Adjustments to the overall Maximum Service Rates shall be made only 971 in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making 972 adjustments. All CPI indices shall be rounded at two (2) decimal places for the adjustment calculations.

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973 4.06 City Approval of Maximum Service Rates. On or before November 1, 2022, and annually 974 thereafter during the term of this Agreement, the City Representative shall notify Contractor of the CPI adjustments to the affected Maximum Service rates to take place on the subsequent January 1st 975 . City shall 976 take action on any changes in the Maximum Service Rates in accordance with the City’s Municipal Code. 977 4.07 Contractor payment for CPI review. Contractor shall be responsible for paying the cost of 978 reviewing or correcting the annual CPI adjustment if the City determines that Contractor has made 979 substantial errors and has not properly submitted or correctly calculated the CPI adjustment. 980 4.08 Annual Rate Cap on Maximum Service Rates. In any Calendar year that the calculation of 981 the CPI exceeds four percent (4.00%) or is between zero and one percent (1.00%), the total adjustment for 982 that year will equal four percent (4.0%) or one percent (1.0%), respectively, and no rollover amount will be 983 added to or subtracted from the rate adjustment percentage in the following year, or any subsequent year. 984 If the CPI is negative there will be no CPI adjustment for that year. 985 4.09 Extraordinary Adjustment to Maximum Service Rates. 986 4.09.1 If a Material Change in Law occurs after the date hereof, then CITY and 987 CONTRACTOR shall negotiate in good faith a reasonable and appropriate adjustment to Maximum Service 988 Rates sufficient to offset CONTRACTOR’s increased allowable costs of operation or reduced Gross Billings 989 resulting from the Material Change in Law. As an exception to the preceding sentence, CONTRACTOR 990 shall not be entitled to an adjustment in Maximum Service Rates with respect to the first 0.5% of annual 991 revenue in increased costs or decreased revenues incurred by CONTRACTOR resulting from the Material 992 Change in Law.
993 4.09.2 The Parties may negotiate and agree on the amount of any Maximum Service Rate 994 adjustment pursuant to this Section 4.09 without a detailed rate review. CONTRACTOR shall bear the 995 burden of justifying to CITY any adjustment due to a Material Change in Law and shall bear its own costs 996 of preparing its request for an adjustment and supporting documentation. CITY may request from 997 CONTRACTOR such further information as it reasonably deems necessary to fully evaluate 998 CONTRACTOR’S request and make its determination whether CONTRACTOR has satisfied its burden, 999 which determination shall not be unreasonably withheld. CITY shall notify CONTRACTOR of its 1000 determination within ninety (90) calendar days of receipt of the written request and all other additional 1001 information reasonably requested by CITY. Any such change will be implemented on the following January 1002 1st, or within any other time frame agreed upon between CITY and CONTRACTOR. The adjustment in 1003 Maximum Service Rates shall be approved by the City Council and memorialized in a written amendment 1004 to this Agreement.
1005 4.10 Performance Standards for Adjustments to Rates. To be eligible for a CPI adjustment 1006 under Article 4.06 or an extraordinary adjustment under Article 4.10, Contractor must cure any material 1007 default under Article 23 of this Agreement for which City has provided notice to Contractor.

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1008 4.11 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is unable by 1009 operation of Applicable Law to approve or implement a rate increase under this Article 4, or some or all of 1010 the Maximum Service Rates are disallowed by operation of Applicable Law, Contractor will have the right, 1011 within thirty (30) days after notice of any such inability to approve or invalidation of an approved rate 1012 increase, to request, in writing, that City negotiate in good faith regarding reductions in programs, services, 1013 or fees to compensate for any negative impact from the unapproved or invalidated rate increase. If City 1014 fails to commence negotiations in good faith or negotiations are not completed within forty-five (45) days 1015 following the date of receipt of Contractor’s request, either party may terminate this Agreement no earlier 1016 than one hundred and eighty (180) days after written notice to the other. 1017
1018 Article 5. Diversion Requirements
1019 5.01 Minimum Requirements. City requires Contractor to achieve a minimum annual franchised 1020 diversion rate and CalRecycle diversion standards as described in Article 5.02 and 5.03 below. Contractor 1021 must provide documentation to City within forty-five (45) days of the end of each calendar year stating and 1022 supporting that calendar year's diversion rate as set forth in Section 20.04. 1023 5.01.1 On or about January 1, 2023, and not more often than once every two (2) years, 1024 Contractor may request waiver or revision of Franchised Diversion requirements. The parties agree to 1025 meet and confer, and negotiate in good faith regarding adjustments to the minimum diversion requirement 1026 based on waste characterization data provided by Agreement, trends in source reduction, the availability 1027 of permitted facilities that are capable of processing material to achieve the required levels of diversion, the 1028 availability of commercially viable markets for Recyclable Materials or Organic Waste, transportation 1029 constraints, embargoes, the impact of scavenging, the number and extent of exempt Organic Waste 1030 customers pursuant to Section 3.04.3 (AB 3606), increasing producer responsibility requirements, 1031 restrictions on single-use plastics, and the passage of any other legislation that significantly impacts the 1032 waste stream mix. City may not unreasonably withhold approval of the waiver or revision provided that 1033 Contractor has presented sufficient documentation for its request and the waiver does not result in the 1034 City’s non-compliance with State diversion mandates. 1035 5.01.2 If City fails to comply with CalRecycle diversion standards due to Contractor’s 1036 failure to implement the diversion and public education programs provided for in this Agreement, Contractor 1037 is subject to an Administrative Charge as specified in Exhibit 11and Contractor must submit a corrective 1038 action plan to assist City to comply with Public Resources Code Section 41780 and other Applicable Laws by March 15th 1039 following the year the diversion requirements were not met. Contractor’s corrective action 1040 plan is subject to approval by the Agreement Administrator, and to be approved, must constitute a good 1041 faith corrective action plan to allow City to comply with Public Resources Code section 41780 and other 1042 Applicable Laws. Implementation of the corrective action plan will be at Contractor’s sole cost and expense. 1043 If Contractor fails to submit or implement a corrective action plan acceptable to the City, Contractor may be 1044 subject to both an Administrative Charge and an Administrative Penalty as specified in Exhibit 11.

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1045 5.01.3 If Contractor fails to achieve a minimum annual Franchised Diversion Rate as 1046 described in Section 5.03, Contractor is subject to an Administrative Charge specified in Exhibit 11 and must submit a corrective action plan by March 15th 1047 following the year the diversion requirements were not 1048 met. Contractor’s corrective action plan is subject to approval by the Agreement Administrator, and to be 1049 approved, must constitute a good faith corrective action plan to meet the Franchised Diversion Rate. 1050 Implementation of the corrective action plan will be at Contractor’s sole cost and expense. If Contractor 1051 fails to submit or implement a corrective action plan acceptable to the City, Contractor may be subject to 1052 both an Administrative Charge and an Administrative Penalty as specified in Exhibit 11. Provided that 1053 Contractor has implemented all required Contractor diversion and public education programs required 1054 under this Agreement and has submitted and implemented a corrective action plan acceptable to the City, 1055 Contractor’s failure to meet the Franchised Division requirements shall not constitute an event of default 1056 under this Agreement.
1057 5.01.4 If Contractor fails to meet its Franchised Diversion requirements or if City fails to 1058 comply with CalRecycle diversion standards, and Contractor has implemented all required Contractor 1059 diversion programs, the City may direct Contractor to modify its programs or implement new diversion 1060 programs. Any such modification of Contractor’s existing diversion programs or addition of new diversion 1061 programs done at the City’s request would be in accordance with Section 28.01. 1062 5.01.5 Notwithstanding any other provision of this Agreement to the contrary, where 1063 CalRecycle has determined that there are no commercially viable markets for a specific type of Recyclable 1064 Material(s), or with written notice to City, Contractor is unable to identify a market for one or more Recyclable 1065 Material(s) despite the exercise of commercially reasonable efforts to process and market the material, and 1066 determines, in the interest of safeguarding public health, to dispose of the Recyclable Material(s), such a 1067 determination shall not constitute a failure to implement service, a failure to implement a program, or an 1068 event of default hereunder.
1069 5.02 Diversion Rate Calculation.
1070 5.02.1 Franchised Diversion Rate Calculation. For purposes of determining whether 1071 Contractor has met its Franchised Diversion requirements under this Agreement, City and Contractor agree 1072 the annual Franchised Diversion rate will be calculated using the following formula: “the tons of materials 1073 Collected by Contractor from Collection Services in City that are delivered to a Materials Recovery Facility, 1074 Organic Waste Processing Facility, or any other processing facility approved by City, or that are otherwise 1075 handled in a manner that counts as diversion under applicable CalRecycle regulations (in each case, net 1076 of all residue from processing and net of materials processed for diversion but landfilled as a result of 1077 unavailable markets), divided by the total tons of materials Collected in the City by Contractor from the 1078 provision of Collection Services in each Calendar Year.” 1079 5.02.2 CalRecycle Diversion Requirement Calculation. For purpose of determining 1080 whether Contractor has met its CalRecycle diversion requirements under this Agreement, City and 1081 Contractor agree the CalRecycle diversion requirement rate will be calculated using the following formula:

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1082 “Disposal Rate = City’s Pounds Per Person Per Day generated disposal divided by two times CalRecycle’s 1083 Target disposal rate for the City (Pounds Per Person Per Day). CalRecycle’s Diversion Rate = 1 – Disposal 1084 Rate.”
1085 5.03 Contractor’s Diversion Requirements. For purposes of Article 5, Contractor’s Franchised 1086 Diversion requirements are:
1087 5.03.1 For Calendar Years 2022, 2023, and 2024, the minimum annual Franchised 1088 Diversion Rate requirement will be fifty percent (50%) and CalRecycle Diversion standards will be fifty-five 1089 percent (55%).
1090 5.03.2 For Calendar Years 2025 and 2026, the minimum annual Franchised Diversion 1091 Rate requirement will be fifty-five percent (55%) and CalRecycle Diversion standards will be sixty-five 1092 percent (65%).
1093 5.03.3 For Calendar Years 2027 and 2028, the minimum annual Franchised Diversion 1094 rate requirement will be sixty percent (60%) and CalRecycle Diversion standards will be seventy percent 1095 (70%). For Calendar Years 2029, and for each Calendar Year thereafter during the term of this Agreement, 1096 the minimum annual Franchised Diversion rate requirement will be sixty percent (60%) and CalRecycle 1097 Diversion standards will be seventy-five percent (75%). 1098 5.04 Warranties and Representations. Contractor warrants that it is aware of and familiar with 1099 City's waste stream, and that it has the ability to and will provide sufficient programs and services designed 1100 to ensure City will meet or exceed the diversion requirements as set forth in this Article 5, as well as the 1101 diversion requirements of the Applicable Laws (including, without limitation, amounts of Solid Waste to be 1102 diverted, time frames for diversion, and any other requirements) (including AB 939, AB 341, AB 1826, AB 1103 1594, SB 1016, and SB 1383, and all amendments and related subsequent legislation), and that it will do 1104 so without imposing any costs or fees other than those set forth on Exhibit 1, except as provided in Section 1105 28.01.1.
1106 5.05 Mutual Cooperation. City and Contractor will reasonably cooperate in good faith with all 1107 efforts by each other to meet City's diversion and other compliance requirements imposed by AB 939, AB 1108 341, AB 1826, AB 1594, SB 1016, and SB 1383 and other Applicable Laws, and to meet Contractor’s 1109 obligations under this Article 5. In this regard, City's obligations include, without limitation, making such 1110 petitions and applications as may be reasonably requested by Contractor for time extensions in meeting 1111 diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to authorize such 1112 changes to Contractor’s Recycling, Organic Waste, or Solid Waste programs as may be reasonably 1113 requested by Contractor in order to achieve the minimum requirements of this Article 5. 1114 5.06 Guarantee. Except for programs currently required by Applicable Law but not set forth in 1115 this Agreement, or programs Contractor is expressly instructed by City not to implement, or services which 1116 a Service Recipient refuses to accept, Contractor shall implement the diversion programs set forth in this 1117 Agreement such that: (i) Contractor and City will at all times be in compliance with the requirements of the AR003347
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1118 Applicable Laws applicable to them including specifically AB 939, AB 341, AB 1826, AB 1594, SB 1016, 1119 and SB 1383, and (ii) City will meet or exceed the diversion requirements (including, without limitation, 1120 amounts of Solid Waste to be diverted, time frames for diversion, and any other requirements) set forth in 1121 this Article 5 and the Applicable Laws including AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1122 1383, and all amendments thereto (subject to Section 28.01.1). In this regard Contractor agrees that it will, 1123 in addition to any other Agreement requirement, at its sole cost and expense:
1124 5.06.1 Assist City in responding to inquiries from CalRecycle or any other regulatory 1125 agency;
1126 5.06.2 Assist City in preparing for, and participating in, CalRecycle’s biannual review of 1127 City's SRRE pursuant to Public Resources Code section 41825; 1128 5.06.3 Assist City in applying for any extension, including under Public Resources Code 1129 section 41820, if so directed by City;
1130 5.06.4 Assist City in any hearing conducted by CalRecycle, or any other regulatory 1131 agency, relating to City's compliance with the Applicable Laws including AB 939, AB 341, AB 1826, AB 1132 1594, SB 1016, and SB 1383;
1133 5.06.5 Assist City with the development of and implement a public awareness and 1134 education program that is consistent with City's SRRE and Household Hazardous Waste Element, as well 1135 as any related requirements of the Applicable Laws; 1136 5.06.6 Provide City with Recycling, source reduction, and other technical assistance as 1137 may be needed to comply with the Applicable Laws including AB 939, AB 341, AB 1826, AB 1594, SB 1016, 1138 and SB 1383;
1139 5.06.7 Be responsible for and pay, any fees, penalties or other costs imposed against City 1140 by CalRecycle, and indemnify and hold harmless City from and against any fines, penalties, or other 1141 liabilities, levied against it for violation of the diversion requirements, set forth in the Applicable Laws, 1142 including AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, or for violation of any other provision 1143 of the Applicable Laws, arising from or in any way related to Contractor's performance of its obligations 1144 under this Agreement.
1145 Article 6. Service Unit Types
1146 6.01 Service Units. Service Units include all the following categories of premises which are in 1147 the Service Area as of January 1, 2022 and all such premises which may be added to the Service Area by 1148 means of annexation, new construction, or as otherwise set forth in this Agreement during term of this 1149 Agreement:
1150 6.01.1 SFD Service Units. Services are specified in Section 7 below.

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1151 6.01.2 MFD and Mixed-use Development (MXD) Service Units. Where individual units 1152 within an MFD are each served by Carts, services are defined under Section 9 (MFD-I Service) below. 1153 Where the MFD complex is served by centralized Collection Containers, service is defined under Section 1154 10 (MFD-C) below. MFX complex service is defined under Section 11. 1155 6.01.3 Commercial Service Units
1156 6.01.4 City Service Units
1157 6.01.5 Any question as to whether a premise falls within one of these categories will be 1158 determined by the Agreement Administrator and the determination of the Agreement Administrator will be 1159 final.
1160 6.02 Service Unit Changes. City and Contractor acknowledge that during the term of this 1161 Agreement it may be necessary or desirable to add or delete Service Units for which Contractor will provide 1162 Service.
1163 6.02.1 Additions and Deletions. Contractor must provide services described in this 1164 Agreement to new Service Units in Contractor’s Service Area within five (5) Work Days of receipt of notice 1165 from City or the new Service Unit to begin such Service. 1166 6.03 Annexation. If during term of the Agreement, additional territory within or adjacent to the 1167 Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public 1168 Resources Code section 49520, Contractor agrees to provide Collection Services in such annexed area in 1169 accordance with the provisions and Maximum Service Rates set forth in this Agreement. Such Collection 1170 Services must begin within five (5) Work Days of receipt of written notice from City. Contractor may not 1171 begin Collection Service without written authorization from City. 1172 6.04 Route Map Update. Contractor must revise the Service Unit route maps to show the 1173 addition of Service Units added due to annexation and must provide such revised maps to the Agreement 1174 Administrator as requested.
1175 Article 7. SFD Service
1176 7.01 SFD Conditions of Service. Except as set forth below, Contractor must provide SFD 1177 Collection Services to all SFD Units in the Service Area including MFD-I. The SFD Services are governed 1178 by the following terms and conditions:
1179 7.01.1 Curb Service. Contractor must provide SFD Collection Service to all SFD Service 1180 Units in the Service Area whose SFD Solid Waste is properly containerized in Garbage Carts, Recyclable 1181 Materials are properly containerized in Recycling Carts, except as set forth in Section 7.03.1; Organic 1182 Wastes are properly containerized in Organic Waste Carts, except as set forth in Sections 7.04.3 and 1183 7.04.4, where the Garbage, Recycling, and Organic Waste carts have been placed within three (3) feet 1184 of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such AR003349
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1185 location agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to 1186 Contractor's Collection crew and vehicle.
1187 7.01.2 Bundled SFD Service. A weekly Bundled SFD Solid Waste Collection Service 1188 system will be utilized with one (1) 64-Gallon Garbage Cart (with the option to downsize to a 32- or upsize 1189 to a 96-Gallon Garbage Cart), one (1) 64-Gallon Recycling Cart (with the option to downsize to upsize to 1190 a 96-Gallon Recycling Cart), and one (1) 96-Gallon Organic Waste Cart as part of the base SFD Solid 1191 Waste Collection Service. Pricing for upsizing or downsizing Carts, and additional Carts, relative to the 1192 base Bundled Service are included in Exhibit 1. SFD Service Recipients may add Green Waste only Bins 1193 to their SFD Service at pricing included in Exhibit 1. The actual configuration of Garbage, Recycling and 1194 Organic Waste Cart sizes shall be at the option of the Service Recipient. 1195 7.01.3 On-Premises Service. Notwithstanding any term or definition set forth in this 1196 Agreement, Contractor must provide Collection of SFD Solid Waste, Recyclable Materials, and Organic 1197 Waste on the SFD Service Recipients premises to an SFD Service Unit as follows. 1198 At no additional cost to the SFD Service Unit:
1199 7.01.3.1 SFD Service Units where all adult Service Recipients residing therein have 1200 disabilities that prevent them from setting their Garbage, Recycling or Organic Waste Cart at the curb for 1201 Collection, and if a request for on-premises service has been made. 1202 7.01.3.2 SFD Service Units where topography, steep driveways, below grade 1203 dwellings, or limited access to public streets that prevents the SFD Service Recipient from setting their 1204 Garbage, Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed 1205 by the Contractor, and if a request for on-premises service has been made. 1206 At an additional cost to the SFD Service Unit:
1207 7.01.3.3 SFD Service Units inaccessible by standard 3 or 4 axel Collection Vehicles 1208 as determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for 1209 the retrieval of Collection Containers from locations with accessibility constraints that make Containers 1210 difficult or impossible to access using regular trash collection trucks. 1211 7.01.3.4 Contractor must offer “push services” to SFD Service Recipients other 1212 than those listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push 1213 services include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection 1214 Containers from their storage location for Collection and returning the Collection Containers back to their 1215 storage location.
1216 Contractor must provide on-premises Collection Service on the same Work Day that curbside 1217 Collection would otherwise be provided to the SFD Service Unit. 1218 7.01.4 Frequency and Scheduling of Service. Except as set forth in Section 7.10, SFD 1219 Collection Service must be provided one (1) time per week on a scheduled route basis. SFD Collection AR003350
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1220 Service must be scheduled so that all Service Units receive Solid Waste Collection Service, Recycling 1221 Collection Service, and Organic Waste Collection Service on the same Work Day. SFD Collection Service 1222 must be provided, commencing no earlier than 7:00 a.m. and terminating no later than 7:00 p.m., Monday 1223 through Friday, except for Holidays in accordance with Section 3.09. The hours, day, or both of Collection 1224 may be extended due to extraordinary circumstances or conditions with the prior verbal or written consent 1225 of the Agreement Administrator.
1226 7.01.5 Manner of Collection. The Contractor must provide Collection Service with as 1227 little disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright 1228 position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or 1229 mail boxes. Contractor’s employees providing Collection Service must follow the regular walk for 1230 pedestrians while on private property and may not trespass nor cross property to the adjoining premises 1231 unless the occupant or owner of both properties has given permission. Care should be taken to prevent 1232 damage to property, including flowers, shrubs, and other plantings. 1233 7.01.6 Replacement of Carts. Contractor’s employees must take care to prevent 1234 damage to Carts by unnecessary rough treatment. However, any Cart damaged by the Contractor must 1235 be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience 1236 to the Service Recipient.
1237 7.01.6.1 Upon notification to Contractor by City or a Service Recipient that the 1238 Service Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, 1239 Contractor must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. 1240 Contractor must maintain records documenting all Cart replacements occurring and report through the 1241 Waste Reporting System monthly.
1242 7.01.6.2 Each Service Recipient is entitled to the replacement of one (1) lost, 1243 destroyed, or stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service 1244 Recipient. Except in the case of a Cart that must be replaced because of damage caused by Contractor or 1245 in the case where Contractor elects to replace a Cart rather than repair it on-site, Contractor will be 1246 compensated for the cost of those replacements in excess of one (1) per type of Cart per Service Recipient 1247 during the term of the Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1248 1, or as may be adjusted by the City from time to time as provided under this Agreement. 1249 7.01.6.3 Contractor understands and agrees that this provision is intended to be 1250 applied on a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could 1251 receive up to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the 1252 contract.
1253 7.01.6.4 New carts. At the start of this Agreement, Contractor must supply new 1254 carts which comply with Collection Container specifications in Exhibit 4. If any changes to these 1255 specifications are adopted after the Effective Date that results in Contractor being required to replace AR003351
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1256 Collection Containers before they have been fully depreciated, Contactor will be eligible for additional 1257 compensation in accordance with Section 4.09.
1258 7.01.6.5 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is 1259 responsible for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five 1260 (5) Work Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must 1261 repair the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service 1262 Recipient.
1263 7.01.6.6 Cart Exchange. Upon notification to Contractor by City or a Service 1264 Recipient that a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service 1265 Recipient within five (5) Work Days. Each SFD Service Unit is eligible to receive one (1) free Cart exchange 1266 per Calendar Year during the term of this Agreement for moving to a larger Cart size. Each SFD Service 1267 Unit is eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for 1268 moving to a smaller Cart size. Accordingly, Contractor will be compensated only for the cost of those 1269 exchanges in excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in 1270 accordance with the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this 1271 Agreement.
1272 7.01.6.7 Additional Cart Request. Upon notification to the Contractor by City or a 1273 Service Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, 1274 Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth 1275 in Exhibit 1.
1276 7.01.6.8 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1277 7.02 SFD Solid Waste Collection Service. This service is governed by the following terms and 1278 conditions:
1279 7.02.1 Non-Collection. Contractor is not required to Collect any Residential Garbage 1280 that is not placed in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set 1281 forth in Section 3.13.
1282 7.02.2 Disposal Facility. Except as set forth below, all Residential Solid Waste Collected 1283 as a result of performing Solid Waste Collection Services must be transported to, and disposed of, at the 1284 Disposal Facility. In the event the Disposal Facility is closed on a Work Day, Contractor must transport 1285 and dispose of the Residential Solid Waste at another legally permitted disposal facility. Failure to comply 1286 with this provision will result in the levy of a penalty as specified in Exhibit 11 and may result in Contractor 1287 being in default under this Agreement. City has the right to designate Disposal Facility and agrees to 1288 adjust Maximum Service Rates to reflect City’s exercise of flow control rights. 1289 7.03 SFD Recycling Service. This service is governed by the following terms and conditions:

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1290 7.03.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart may be placed beside the Recycling Cart if flattened during the three-week period beginning December 26 1291 th 1292 each year during the term of this Agreement.
1293 7.03.2 Recycling - Improper Procedure. The Contractor is not required to Collect 1294 Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid 1295 Waste or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1296 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1297 Contractor must follow the steps set forth in Section 3.12. 1298 7.03.3 Materials Recovery Facility. Except as provided in Section 3.12, all Recyclable 1299 Materials collected as a result of performing recycling services must be delivered to the Materials 1300 Recovery Facility. Failure to comply with this provision will result in the levy of a penalty as specified in 1301 Exhibit 11 and may result in Contractor being in default under this Agreement. All expenses related to 1302 materials processing and marketing will be the sole responsibility of Contractor. City has the right to 1303 designate Materials Recovery Facility and agrees to adjust Maximum Service Rates to reflect City’s 1304 exercise of flow control rights.
1305 7.03.4 Move In/Out Collection Service. Within three (3) months of opening a new 1306 account, at no additional charge, each SFD customer may request that Contractor provide one on-call 1307 Move-In/Out Recyclable Material Collection Service for recyclable packaging materials such as flattened 1308 cardboard boxes, and bundled newspaper and packaging foam. This will be offered as a one-time service 1309 for each new account. This service shall only include Recyclable Materials, and in the event that the 1310 Service Recipient includes Garbage in the materials set out for Collection by Contractor, this service shall 1311 be counted as one of the SFD Service Recipient’s free annual Large Item Collections as set forth in 1312 Section 7.05.
1313 7.03.5 Recycling - Changes to Services. Should changes in Applicable Law arise that 1314 necessitate any additions or deletions to the services described in this Section 7.03, including the type of 1315 items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will 1316 enter into an Agreement amendment covering such modifications to the services to be performed and 1317 the compensation to be paid in accordance with Section 28.01.1 before undertaking any changes or 1318 revisions to such services.
1319 7.04 SFD Organic Waste Collection Service. This service is governed by the following terms 1320 and conditions:
1321 7.04.1 Organic Waste Processing Services. Contractor must ensure that all Organic 1322 Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1323 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must 1324 ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except 1325 for residue resulting from processing. If the organics processing facility accepts bagged organic waste AR003353
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1326 (where bags are biodegradable or otherwise), then Contractor is obligated to accept bagged Organic 1327 Waste.
1328 7.04.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1329 Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer 1330 station, that has been agreed upon by the City. All expenses related to Organic Waste processing and 1331 marketing will be the sole responsibility of Contractor. Failure to comply with this provision will result in 1332 the levy of a penalty as specified in Exhibit 11 and may result in Contractor being in default under this 1333 Agreement. City has the right to designate Organic Waste Processing Facility and agrees to adjust 1334 Maximum Service Rates to reflect City’s exercise of flow control rights. 1335 7.04.3 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb for Collection during the three-week period beginning December 26th 1336 each year during the term of 1337 this Agreement. Contractor must deliver the Collected Holiday Trees to an appropriate facility for 1338 processing. This annual service will be provided at no additional charge to the Service Recipient. 1339 Contractor is not required to divert Holiday Trees with tinsel, flocking or ornaments. 1340 7.04.4 Non-Collection. Contractor is not required to Collect Organic Waste if the Service 1341 Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials. Furthermore, 1342 Contractor is not required to Collect Organic Wastes that are contaminated through commingling with 1343 Solid Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 1344 3.12.
1345 7.04.5 Home Compost Bins. Contractor shall store, promote, and distribute a maximum 1346 of 500 home compost bins per Calendar Year to be used by Service Recipients to compost Organic 1347 Waste. City is responsible for purchase of home compost bins delivered to Contractor’s place of storage. 1348 7.05 SFD Large Item Collection Service. This service is governed by the following terms and 1349 conditions:
1350 7.05.1 Conditions of Service. Contractor must provide Large Item Collection Service to 1351 all SFD Service Units in the Service Area whose Large Items have been placed within three (3) feet of 1352 the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location 1353 agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to 1354 Contractor's Collection crew and vehicle. Up to two (2) times per Calendar Year each Service Recipient 1355 is entitled to receive large item disposal amounting to a combined annual maximum of the equivalent of 1356 (a) 1.5 cubic yards of uncontainerized Solid Waste, or (b) six (6) large items, or (c) ten (10) 32-gallon 1357 bags at no additional cost and expense. For subsequent collection in any Calendar Year, the Contractor 1358 shall receive compensation from the customer at the rate for such service as set in Exhibit 1. 1359 7.05.2 Frequency of Service. Large Item Collection Service will be provided on the next 1360 regular Collection day if the request is received at least two (2) Work Days in advance of the next regular AR003354
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1361 Collection day. The Service Recipient may not intentionally commingle residential Large Items with other 1362 Residential Waste.
1363 7.05.3 Large Items Containing Freon. In the event Contractor Collects Large Items that 1364 contain Freon, Contractor must handle such Large Items in a manner such that the Large Items are not 1365 subject to regulation as hazardous waste under applicable State and Federal laws or regulations. 1366 7.05.4 Maximum Reuse and Recycling. Contractor must dispose of Large Items 1367 collected from Service Units pursuant to this Agreement in accordance with the following hierarchy:
1368 7.05.4.1 Reuse as is (where energy efficiency is not compromised) 1369 7.05.4.2 Disassemble for reuse or Recycling
1370 7.05.4.3 Recycle
1371 7.05.4.4 Disposal
1372 7.05.5 Disposal of Large Items. Contractor may not landfill such Large Items unless the 1373 Large Items cannot be reused or recycled.
1374 7.05.6 City Direction of Large Items. City reserves the right to direct Contractor to take 1375 specific types of Large Items Collected pursuant to this Section to designated sites not more than twenty 1376 (20) miles from City Hall for the purpose of reuse or recycling at no cost. Contractor has no obligation to 1377 dispose of the Large Item residue remaining at the directed site or sites after scavengers and recyclers 1378 have removed reusable or recyclable Large Items.
1379 Article 8. Commercial Service
1380 8.01 Commercial Conditions of Service. Except as set forth below, Contractor must provide 1381 Commercial Collection Services to all Commercial Service Units in the Service Area, including MFD-C and 1382 MXD Service Units and those City Service Units listed in Exhibit 3. This service is governed by the following 1383 terms and conditions:
1384 8.01.1 Provision of Service. Contractor must provide Commercial Solid Waste 1385 Collection Service, Commercial Recycling Service and Commercial Organic Waste Collection Service to all 1386 Commercial Service Units Service Units in the Service Area whose Solid Waste, Recyclable Materials, and 1387 Organics Waste are properly containerized in Collection Containers as appropriate where the Collection 1388 Containers are accessible as set forth in Section 8.01.4. Contractor must offer Solid Waste, Recyclable 1389 Materials, and Organic Waste Carts in 32, 64, and 96-gallon sizes. Contractor must offer Solid Waste, 1390 Recyclable Materials, and Organic Waste Bins in 1.5, 3, 4, and 6-cubic yard sizes. Contractor must offer 1391 Roll-off Containers in 10, 25, and 40-cubic yard sizes, and Compactors. The size of the container and the 1392 frequency (above the minimum) of collection will be determined between the Service Recipient and 1393 Contractor. However, the size and frequency must be sufficient to provide that no Solid Waste, Recyclable 1394 Materials, or Organic Waste need be placed outside the Collection Container. The base Solid Waste AR003355
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1395 Collection Service will include Commercial Recycling Service as described in Section 8.03.2 below, and 1396 Commercial Organic Waste Collection Service as described in Section 8.04.2 below. 1397 8.01.2 Bundled Service. For the Commercial Solid Waste Collection Service system, the 1398 City wishes to utilize Garbage Bins as requested by the Commercial Service Recipient, and including at no 1399 additional cost the equivalent volume of recycling, and one (1) 32-Gallon Organic Waste Cart per 2 cu yd 1400 of weekly trash (garbage plus recycling) service as part of the base bundled Commercial Collection Service. 1401 The actual configuration of Recycling and Organic Waste Cart and/or Bin sizes shall be based on the total 1402 equivalent volume and configured in a manner determined by the Service Recipient in consultation with the 1403 Contractor. Additional services may be requested by the Commercial Service Recipient. To be exempted 1404 from Commercial Recycling Service or Commercial Organic Waste Collection Service, Service Recipient 1405 must apply for exemption to the Contractor. All such exemption applications must be reported in the Waste 1406 Reporting System and approved by the City.
1407 8.01.3 Hours of Collection. Commercial Collection Service must be provided, 1408 commencing no earlier than 7:00 a.m., and terminating no later than 7:00 p.m., Monday through Saturday, 1409 except for Holidays. There will be no Commercial Collection Service on Sundays. The hours, day, or both 1410 of Collection may be extended due to extraordinary circumstances or conditions with the prior verbal or 1411 written consent of the Agreement Administrator.
1412 8.01.4 Accessibility. Contractor must Collect all Collection Containers that are readily 1413 accessible to Contractor's crew and vehicles and not blocked. However, Contractor must provide “push 1414 services” and “stinger/scout truck services” as necessary upon request during the provision of Commercial 1415 Collection Services for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, 1416 dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for 1417 Collection and returning the Collection Containers back to their storage location. Stinger/scout truck 1418 services provide for the retrieval of Collection Containers from locations with accessibility constraints that 1419 make Containers difficult or impossible to access using regular trash collection trucks. 1420 8.01.5 Manner of Collection. Contractor must provide Commercial Collection Service with 1421 as little disturbance as possible and must leave any Collection Container at the same point it originally 1422 located without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 1423 8.01.5.1 Purchase and Distribution of Collection Containers for New 1424 Commercial Service Units. Contractor must also distribute newly-painted Collection Containers as specified 1425 in Exhibit 4 to new Commercial and MFD/MXD Service Units that are added to Contractor’s Service Area 1426 during the term of this Agreement. The size and mix of the Collection Containers will be in accordance with 1427 the service agreement obtained by Contractor as set forth in this Agreement and the distribution must be 1428 completed within five (5) Work Days of receipt of the request for service. 1429 8.01.6 Replacement of Collection Containers. Contractor’s employees must avoid 1430 damage to Collection Containers by unnecessary rough treatment. Any Collection Container damaged by AR003356
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1431 the Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no 1432 cost or inconvenience to the Service Recipient.
1433 8.01.6.1 Each Commercial Service Unit is entitled to the replacement of 1434 one (1) lost, destroyed, or stolen Garbage, Recycling, and Organic Collection Container during the initial 1435 term of this Agreement at no cost to the Service Unit. Accordingly, Contractor will be compensated for the 1436 cost of those replacements in excess of one (1) Garbage, Recycling, and Organic Collection Container per 1437 Commercial Service Unit during the initial term of the Agreement, in accordance with the “Collection 1438 Container Exchange” Service Rate, as appropriate, set forth in Exhibit 1. Contractor must deliver a 1439 replacement Collection Container to such Service Unit within five (5) Work Days. 1440 8.01.7 Repair of Collection Containers. Contractor is responsible for repair of Collection 1441 Containers. Within five (5) Work Days of notification by City or a Service Recipient of the need for such 1442 repairs, Contractor must repair the Collection Container or if necessary, remove the Collection Container 1443 for repairs and deliver a replacement Collection Container to the Service Recipient. Collection Container 1444 repair also includes the removal of graffiti from the Collection Container. 1445 8.01.8 Collection Container Exchange. Upon notification to Contractor by City or a Service 1446 Recipient that a change in their Collection Containers is required, Contractor must deliver such Collection 1447 Containers to such Service Recipient within five (5) Work Days. Each Commercial Service Unit is eligible 1448 to receive one (1) free Collection Container exchange per Calendar Year during the term of this Agreement. 1449 Contractor is allowed to charge the Service Unit for the cost of those exchanges in excess of one (1) 1450 Collection Container exchange per Calendar Year, in accordance with the appropriate “Collection Container 1451 Exchange” service rate set forth in Exhibit 1 as may be adjusted by City under this Agreement. Additional 1452 Collection Containers or different size Collection Containers are subject to the applicable Service Rate set 1453 forth in Exhibit 1.
1454 8.01.9 Newly painted Bins and Roll-off Containers. At the start of this Agreement, 1455 Contractor must supply newly-painted Bins and Roll-off Containers in good condition which comply with 1456 Collection Container specifications in Exhibit 4. If any changes to these specifications are adopted after the 1457 Effective Date that results in Contractor being required to replace Collection Containers before they have 1458 been fully depreciated, Contactor will be eligible for additional compensation in accordance with Section 1459 28.01.1.
1460 8.01.10 Ownership of Collection Containers. Ownership of Collection Containers 1461 distributed by Contractor is vested in Contractor. 1462 8.01.11 Cleaning of Collection Containers. Once each Calendar Year, if requested by the 1463 Commercial Service Unit, Contractor must clean all Collection Containers at the Commercial Service Unit’s 1464 premises or must replace the dirty Collection Containers with clean Collection Containers. Any Collection 1465 Container cleanings must be done in such a manner that results in no water entering the City’s storm drain 1466 system. This service must be provided at no charge to the Service Unit, so long as the service is not 1467 requested more than once per Calendar Year. In addition, regardless of whether or not this cleaning is AR003357
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1468 requested by the Service Unit, Contractor will ensure that all Collection Containers are cleaned on an as1469 needed basis so as to maintain a clean appearance and proper function. Additional cleanings beyond once 1470 each Calendar Year will be subject to the Service Rate set forth in Exhibit 1. 1471 8.02 Commercial Solid Waste Collection Service.
1472 8.02.1 Conditions of Service. Contractor must provide Commercial Garbage Collection 1473 Service to all Commercial Service Units in the Service Area whose Solid Waste is properly containerized 1474 in Garbage Collection Containers, where the Garbage Collection Containers are accessible. 1475 8.02.2 Size and Frequency of Service. This service must be provided as deemed 1476 necessary and determined between Contractor and the Commercial Service Unit, but such service must 1477 be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except 1478 that Collection service scheduled to fall on a holiday may be rescheduled as determined between the 1479 Service Unit and Contractor as long as the minimum frequency requirement is met. The size of the 1480 container and the frequency (above the minimum) of Collection will be determined between the Commercial 1481 Service Unit and Contractor. However, size and frequency must be sufficient to provide that no Solid Waste 1482 need be placed outside the Collection Container. Contractor must provide containers as part of the 1483 Commercial Collection Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and 1484 provide their own Compactor provided that the Service Recipient is completely responsible for its proper 1485 maintenance, and such Compactor is of a type that is compatible with Contractor's equipment. All other 1486 Collection Containers used by Service Recipients must be owned and supplied by Contractor. 1487 8.02.3 Non-Collection. Contractor is not required to Collect any Commercial Solid Waste 1488 that is not placed in a Garbage Collection Container unless such Commercial Solid Waste is outside the 1489 Garbage Collection Container because of overflow. In the event of non-collection or overflow, Contractor 1490 must follow the steps as set forth in Section 3.13. 1491 8.02.4 Disposal Facility. All Solid Waste collected as a result of performing Commercial 1492 Solid Waste Collection Services must be transported to, and disposed of, at the Disposal Facility. In the 1493 event the Disposal Facility is closed on a Work Day, Contractor must transport and dispose of Solid Waste 1494 at another legally permitted disposal facility. Failure to comply with this provision will result in the levy of a 1495 penalty as specified in Exhibit 11 and may result in Contractor being in default under this Agreement. City 1496 has the right to designate Disposal Facility and agrees to adjust Maximum Service Rates to reflect City’s 1497 exercise of flow control rights.
1498 8.03 Commercial Recycling Service. This service is governed by the following terms and 1499 conditions:
1500 8.03.1 Conditions of Service. Contractor must provide Commercial Recycling Service to 1501 all Commercial Service Units in the Service Area whose Recyclable Materials are properly containerized in 1502 Recycling Collection Containers except as set forth below, where the Recycling Collection Containers are AR003358
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1503 accessible. The Maximum Service Rates for Contractor’s Commercial Recycling Services are set forth in 1504 Exhibit 1.
1505 8.03.2 Base Commercial Recycling Service. All Commercial Service Recipients 1506 subscribing to Commercial Solid Waste Collection Service must receive weekly collection of Recycling 1507 Materials with a minimum of at least one 96-gallon Recycling Cart per Service Recipient and included in 1508 the Bundled Rate set forth in Exhibit 1. The actual configuration of Recycling Collection Container sizes to 1509 be provided will be based on the total equivalent volume and configured in a manner determined by the 1510 Service Recipient in consultation with Contractor. 1511 8.03.3 Size and Frequency of Service. This service will be provided as deemed necessary 1512 and determined between Contractor and the Service Recipient, but such service must be received no less 1513 than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 1514 scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1515 Contractor as long as the minimum frequency requirement is met. Service may be provided by Collection 1516 Container at the option of the Service Recipient. The size of the Collection Container and the frequency 1517 (above the minimum) of Collection will be determined between the Service Recipient and Contractor. 1518 However, size and frequency must be sufficient to provide that no Recyclable Materials need be placed 1519 outside the Collection Container. Contractor may charge for Commercial Recycling Services above the 1520 weekly trash volume equivalent and must provide Recycling Collection Containers as a part of the Bundled 1521 Service with rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor 1522 provided that the Service Recipient is completely responsible for its proper maintenance, and such 1523 Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used 1524 by Service Recipients must be owned and supplied by Contractor. 1525 8.03.4 Recycling - Improper Procedure. Contractor is not required to Collect Recyclable 1526 Materials if the Service Recipient does not segregate the Recyclable Materials from Commercial Solid 1527 Waste and Organic Waste. Furthermore, Contractor is not required to collect Recyclable Materials that are 1528 contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1529 Contractor must follow the steps as set forth in Section 3.12. 1530 8.03.5 Materials Recovery Facility. All Recyclable Materials Collected as a result of 1531 performing Recycling Services must be delivered to the Materials Recovery Facility. Failure to comply with 1532 this provision will result in the levy of a penalty as specified in Exhibit 11 and may result in Contractor being 1533 in default under this Agreement. All expenses related to materials processing and marketing will be the sole 1534 responsibility of Contractor. City has the right to designate Materials Recovery Facility and agrees to adjust 1535 Maximum Service Rates to reflect City’s exercise of flow control rights. 1536 8.03.6 Recycling - Changes to Work. Should changes in law arise that necessitate any 1537 additions or deletions to the work described herein including the type of items included as Recyclable 1538 Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement AR003359
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1539 amendment covering such modifications to the work to be performed and the compensation to be paid in 1540 accordance with Section 28.01.1 before undertaking any changes or revisions to such work. 1541 8.03.7 Compliance with AB 341. Contractor will develop and maintain its Commercial 1542 Recycling Service in a manner designed to assist City and the Service Recipients to achieve and maintain 1543 compliance with AB 341 and AB 1826. Contractor will notify Commercial Service Recipients of the requirements to comply with the laws starting January 1, 2022, and each January 1st 1544 thereafter. Contractor 1545 must provide the necessary volume of collection service to Commercial Service Units in order to be in full 1546 compliance with the law. In conjunction with the City’s ordinance supporting full compliance with AB 341 1547 and AB 1826 by Commercial Service Units (i.e., “generators”), Contractor will conduct in-person outreach 1548 to all non-participating commercial covered generators a minimum of once per calendar year. Failure to 1549 conduct such outreach will result in a penalty as specified in Exhibit 11. 1550 8.03.8 Additional Recycling Collection containers. Contractor must provide additional 1551 Recycling Collection Containers to Commercial Service Recipients above the minimum requirements within 1552 five (5) days of request and may charge for such additional capacity set forth in Exhibit 1 provided that 1553 additional Collection Containers are used by Service Recipients for the purposes of setting out additional 1554 Recyclable Materials for regular weekly Commercial Recycling Service. 1555 8.04 Commercial Organic Waste Collection Service. This service is governed by the following 1556 terms and conditions:
1557 8.04.1 Conditions of Service. Contractor must provide Commercial Organic Waste 1558 Collection Service to all non-exempt (Section 3.04.3; AB 3036) Commercial Service Units in the Service 1559 Area whose Organic Waste is properly containerized in Organic Collection Containers, except as set forth 1560 below in Section 8.04.5, where the Organic Waste Collection Containers are accessible. Contractor will 1561 conduct a site visit with each non-exempt Service Recipient to determine the specific materials to be included 1562 the Service Recipient’s Organic Waste Collection (i.e., Food Waste, Green Waste, combined Food and 1563 Green Waste). Contractor will charge for collection of Organic Waste within the Bundled Service rate 1564 specified in Exhibit 1. For Organic Waste collected in Collection Containers beyond the size specified in the 1565 Bundled Service rate, Contractor will charge at the rate set forth in Exhibit 1. Contractor agrees that not all 1566 Service Units will elect to receive Organic Waste Collection Service in Carts, and that Contractor will provide 1567 Organic Waste Collection Bins upon request and as necessary. Service Recipients may elect to add Green 1568 Waste only Collection Bins to their service at pricing included in Exhibit 1. Contractor will provide a sufficient 1569 number of Collection Containers and at a collection frequency to allow for any such Service Unit to utilize 1570 the collection of Organic Waste. Commercial Organic Waste Collection will occur Monday through Saturday 1571 upon request and as necessary. City shall provide Contractor a list of the names and addresses of 1572 Commercial Service Units that are approved by City for exemption from Organic Waste Collection. 1573 8.04.2 Organic Waste Processing Services. Contractor must ensure that all Organic 1574 Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1575 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. Contractor must AR003360
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1576 ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except 1577 for residue resulting from processing. If the organics processing facility accepts bagged organic waste, then 1578 Contractor is obligated to accept bagged Organic Waste. 1579 8.04.3 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1580 Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer 1581 station, that has been agreed upon by the City. Failure to comply with this provision will result in the levy of 1582 a penalty as specified in Exhibit 11 and may result in Contractor being in default under this Agreement. All 1583 expenses related to Organic Waste processing and marketing will be the sole responsibility of Contractor. 1584 City has the right to designate Organic Waste Processing Facility and agrees to adjust Maximum Service 1585 Rates to reflect City’s exercise of flow control rights. 1586 8.04.4 Organic Waste Collection Frequency. Contractor must comply with CalRecycle 1587 collection frequency requirements as they may apply during the term of this Agreement. If any such 1588 changes to collection frequency are adopted after Effective Date that result in Contractor being allowed to 1589 reduce the frequency of Garbage or Organic Waste Collection, or otherwise cause Contractor to reduce its 1590 collection costs as a result in a change in Garbage or Organic Waste collection frequency, Contractor must 1591 provide City with its estimate of reduced its costs and shall make adjustments to the Maximum Service 1592 Rates.
1593 8.04.5 Base Commercial Organic Waste Service. All Commercial Service Recipients 1594 subscribing to Commercial Garbage Collection Service must receive weekly collection of the equivalent 1595 volume of at least one (1) 32-gallon Organic Waste Cart per Service Recipient included in the Bundled 1596 Service rate. The actual configuration of Organic Waste Collection Container sizes to be provided will be 1597 based on the total equivalent volume and configured in a manner determined by the Service Recipient in 1598 consultation with Contractor. Contractor may charge for Commercial Organic Waste Collection as set forth 1599 in Exhibit 1 for Commercial Organic Waste Service greater than the base 32-gallon Organic Waste Cart. 1600 8.04.6 Size and Frequency of Service. This service will be provided as deemed necessary 1601 and determined between Contractor and the Service Recipient, but such service must be received no less 1602 than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 1603 scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1604 Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 1605 at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of 1606 Collection will be determined between the customer and Contractor. However, size and frequency must be 1607 sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service 1608 Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1609 responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's 1610 equipment. All other Collection Containers used by Service Recipients must be owned and supplied by 1611 Contractor.

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1612 8.04.7 Organic Waste - Improper Procedure. Contractor is not required to Collect 1613 Organic Waste if the Service Recipient does not separate the Organic Waste from Solid Waste and 1614 Recyclable Materials. Furthermore, Contractor is not required to collect Organic Waste that is contaminated 1615 through commingling with Solid Waste or Recyclable Materials. To address contamination, Contractor must 1616 follow the steps set forth in Section 3.12.
1617 8.04.8 Organic Waste Processing Facility. Subject to Section 8.04.3, all Organic 1618 Waste Collected as a result of performing Organic Waste Collection Services must be delivered to the 1619 Organic Waste Processing Facility. Failure to comply with this provision will result in the levy of an 1620 administrative charge as specified in this Agreement and may result in Contractor being in default under 1621 this Agreement.
1622 8.04.9 Organic Waste - Changes to Services. Should changes in law arise that 1623 necessitate any additions or deletions to the services described in this Section 8.04 including the type of 1624 items included as Organic Waste, the parties will negotiate any necessary cost changes and will enter into 1625 an Agreement amendment covering such modifications to the services to be performed and the 1626 compensation to be paid in accordance with Section 28.01.1 before undertaking any changes or revisions 1627 to such services.
1628 8.04.10 Compliance with AB 1826 and SB 1383. Contractor will develop and maintain its 1629 Commercial Organic Waste Collection Service in a manner designed to assist City and Service Recipients 1630 to achieve and maintain compliance with AB 1826 and SB 1383. Contractor will notify non-exempt covered 1631 businesses of the requirements to comply with the law annually starting January 1, 2022. Contractor will 1632 offer to provide the volume of collection service that covered businesses require to be in compliance with 1633 the law. In conjunction with the City’s ordinance supporting full compliance with AB 341, SB 1383 and AB 1634 827 by Commercial Service Units (i.e., “generators”), Contractor will conduct in-person outreach to all non1635 participating non-exempt commercial covered generators as specified in Section 18.02. Failure to conduct 1636 such outreach will result in a penalty as specified in Exhibit 11. 1637 8.04.11 Additional Organic Waste Collection Containers. Contractor must provide 1638 additional Organic Waste Collection Containers to Service Recipients at the rates listed in Exhibit 1 provided 1639 that additional Collection Containers are used by Service Recipients for the proposes of setting out 1640 additional Organic Waste materials for regular weekly Organic Waste Collection Service 1641 Article 9. Multi- Family Dwelling Service with Individual Carts 1642 (MFD-I)
1643 9.01. Conditions of Service. As in Section 7.01.
1644 9.01.1. MFD-I Curb Service. As in 7.01.1
1645 9.01.2. MFD-I Bundled Service. A weekly Bundled MFD-I Solid Waste Collection Service 1646 system will be utilized with either one (1) 64-Gallon Garbage Cart (with the option to downsize to a 32- or AR003362
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1647 upsize to a 96-Gallon Garbage Cart), one (1) 64-Gallon Recycling Cart (with the option to downsize to 1648 upsize to a 96-Gallon Recycling Cart), and one (1) 96-Gallon Organic Waste Cart as part of the base MFD1649 I Solid Waste Collection Service; or for those MFD-I complexes without need for individual yard waste 1650 containers, one (1) 64-Gallon Garbage Cart (with the option to downsize to a 32- or upsize to a 96-Gallon 1651 Garbage Cart), one (1) 64-Gallon Recycling Cart (with the option to downsize to upsize to a 96-Gallon 1652 Recycling Cart), and one (1) 32-Gallon Organic Waste Cart (with the option to upsize to a 64- or 96-Gallon 1653 Organics Cart) as part of the base MFD-I Solid Waste Collection Service. Pricing for upsizing or downsizing 1654 Carts, and additional Carts, relative to the base Bundled Service are included in Exhibit 1. The actual 1655 configuration of Garbage, Recycling and Organic Waste Cart sizes shall be at the option of the Service 1656 Recipient. MFD-I complexes which lack storage space for an Organics Waste Cart at each individual site 1657 may substitute a 2-bin service (Garbage Cart and Recycling Cart) provided that the Facility’s management 1658 subscribe to service of centralized Organic Waste Collection Containers. 1659 9.01.3. MFD-I On-Premises Service. Refer to 7.01.3 1660 9.01.4. MFD-I Frequency and Scheduling of Service. Refer to 7.01.4 1661 9.01.5. MFD-I Manner of Collection. Refer to 7.01.5. 1662 9.01.6. MFD-I Replacement of Carts. Refer to 7.01.6. 1663 9.02. MFD-I Solid Waste Collection Service. Refer to 7.02. 1664 9.03. MFD-I Recycling Service. Refer to 7.03.
1665 9.04. MFD-I Organic Waste Collection Service. Refer to 7.04. 1666 9.05. MFD-I Large Item Collection Service. Refer to 7.05. 1667
1668 Article 10. Multi-Family Dwelling with Centralized Bin Service 1669 (MFD-C)
1670 10.01. MFD-C Collection Service. As in Section 8.01. 1671 10.02. MFD-C Solid Waste Collection Service. As in Section 8.02. 1672 10.03. MFD-C Recycling Service. As in Section 8.03. 1673 10.03.01. MFD-C Move In/Out Collection Service. Within three (3) months of opening a new 1674 account, at no additional charge, each MFD-C customer may request that Contractor provide one on-call 1675 Move-In/Out Recyclable Material Collection Service for recyclable packaging materials such as flattened 1676 cardboard boxes, and bundled newspaper and packaging foam. This will be offered as a one-time service 1677 for each new account. This service shall only include Recyclable Materials, and in the event that the Service 1678 Recipient includes Garbage in the materials set out for Collection by Contractor, this service shall be AR003363
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1679 counted as one of the MFD-C Service Recipient’s free annual Large Item Collections as set forth in Section 1680 10.06.
1681 10.04. MFD-C Organic Waste Collection Service. As in Section 8.04 1682 10.05. MFD-C Large Item Collection Services. This service is governed by the following terms 1683 and conditions:
1684 10.05.01. Conditions of Service. Contractor shall provide Large Item Collection 1685 service to MFD-C Service Units (subject to permission from each MFD-C Service Unit owner or property 1686 manager), by providing such Collection one (1) time per month on a designated date, at a designated 1687 location within the MFD-C Service Unit. Contractor shall work with the owner or property manager of each 1688 MFD-C Service Unit to arrange for a monthly Large Item Collection date. On each such Collection date, 1689 Contractor shall Collect all Large Items placed for Collection at the designated location at no charge. 1690 10.05.02. Frequency of Service. As set forth in Section 10.05.01. 1691 10.05.03. Large Items Containing Freon. As set forth in Section 7.05.3. 1692 10.05.04. Maximum Reuse and Recycling. As set forth in Section 7.05.4. 1693 10.05.05. Disposal of Large Items. As set forth in Section 7.05.5. 1694 10.05.06. City Direction of Large Items. As set forth in Section 7.05.6. 1695 Article 11. Mixed Use Dwelling Service (MXD)
1696 11.01. MXD Collection Service. As in Section 10.01. 1697 11.02. MXD Solid Waste Collection Service. As in Section 10.02. 1698 11.03. MXD Recycling Service. As in Section 10.03. 1699 11.03.01. MXD Move In/Out Collection Service. As in Section 10.03.1 1700 11.04. MXD Organic Waste Collection Service. As in Section 10.04 1701 11.05. MXD Large Item Collection Services. As in Section 10.05 1702
1703 Article 12. City Services
1704
1705 12.01 City Collection Conditions of Service. City Collection Services shall be governed by the 1706 following terms and conditions:
1707 12.01.1 Contractor shall provide Garbage, Recyclable Material, and Organic Waste 1708 Collection Services to all City Service Units set forth in Exhibit 3 (and where applicable, subject to the AR003364
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1709 conditions in this section), where the Containers are not blocked and are accessible by Contractor’s 1710 Collection Vehicles. The frequency of collection may be designated by the City, but not to exceed six (6) 1711 times per week per container. City may change the City Service Units receiving service, and the container 1712 volume and collection frequency provided to any City Service Unit, by written notice to Contractor. 1713 Contractor shall provide this service and charge the City in accordance with the Commercial Service 1714 Recipient Rates set forth in Exhibit 1.
1715 12.01.2 Contractor shall receive written permission from the City before placing any 1716 Collection Containers on City owned property for service, except that no such permission shall be needed 1717 to place Collection Containers described in Exhibit 3 at locations specified for such Containers in Exhibit 3. 1718 12.01.3 Contractor shall limit the number of trips and the path of travel for Collection 1719 Vehicles in City parking lots.
1720 12.01.4 Municipal Service Center
1721 1. Contractor shall collect and dispose of Solid Waste and collect and 1722 process Green Waste and Recyclable Materials generated at the City’s Municipal Service Center, currently 1723 located at 1993 Rancho Conejo Blvd. in Newbury Park and charge the City in accordance with the Service 1724 Recipient Rates as set forth in Exhibit 1. Contractor shall also collect and process Green Waste and 1725 Recyclable Materials brought to the City’s Municipal Service Center by City or City-contracted personnel. 1726 Contractor shall provide hauling for Roll-off Containers and Bins outside the Municipal Service Center and 1727 used by City street maintenance and landscape crews and shall charge the City in accordance with the 1728 Service Recipient Rates as set forth in Exhibit 1 for disposal or processing from such sources. 1729 2. Contractor shall provide a liaison staff to meet twice each calendar year 1730 with Municipal Service Center personnel managing solid waste collection at the MSC. Contractor staff shall 1731 provide education information, including staff training sessions, to maximize source separation and material 1732 recovery opportunities at the MSC.
1733 12.02 City Clean-Up Services.
1734 12.02.1 City’s Enforcement Clean-Up Services. Within one (1) Work Day of a request from 1735 the Agreement Administrator, Contractor shall provide Roll-off Containers to support City’s Enforcement 1736 Clean-Up Services in the Service Area. City shall be responsible for loading or arranging for loading of each 1737 Roll-off Container. Contractor shall collect, transport and deliver City Code Enforcement Clean-Up Services 1738 Garbage, Recyclable Material, and Organic Waste to a Disposal Facility, the Materials Recovery Facility, or 1739 Organics Processing Facility, as appropriate given the characteristics of the load. Contractor shall deliver, 1740 and collect, transport and process the City’s Enforcement Clean-Up Services waste from up to ten (10) Roll1741 off Containers each Agreement Year at no charge to the City. Contractor shall be entitled to charge the City 1742 for collected materials exceeding ten (10) collections per Agreement Year in accordance with the Service 1743 Recipient Rates as set forth in Exhibit 1.

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1744 12.02.2 City’s clean-up and removal of downed trees. Within four (4) hours of a request 1745 from the Agreement Administrator, Contractor shall provide Roll-off Containers to support City’s clean-up 1746 and removal of downed trees that result from natural events (storms, high winds etc.) in the Service Area. 1747 City shall be responsible for loading or arranging for loading of each Roll-off Container. Contractor shall 1748 collect, transport and deliver said Organic Waste to an Organics Processing Facility for recycling. Contractor 1749 shall deliver, and collect, transport and process organic material from up to ten (10) Roll-off Containers each 1750 Agreement Year at no charge to the City. Contractor shall be entitled to charge the City for Roll-Off Service 1751 exceeding ten containers per Agreement Year in accordance with the Service Recipient Rates as set forth 1752 in Exhibit 1
1753 12.02.3 Abandoned Waste/Illegal Dumping Reporting. When conducting service within the 1754 City, Contractor shall direct its Collection Vehicle drivers to report to Contractor sightings of illegal dumping 1755 of Waste by recording: (i) the addresses of any Service Area where Garbage, Recyclable Material, and/or 1756 Organics Waste is accumulating; and (ii) the address, or other location description at which Garbage, 1757 Recyclable Material, and/or Organics Waste has been dumped. Contractor shall report to the City sightings 1758 and the recorded address within three (3) Work Days. 1759 12.02.4 Abandoned Waste/Illegal Dumping Clean-up. At City’s direction, Contractor shall 1760 collect, transport and process dumped items from up to fifty (50) illegal dumping clean-up requests per year 1761 at no additional charge to City. Contractor shall be entitled to charge the City for requests in excess of fifty 1762 (50) collections per Agreement Year in accordance with the Service Recipient Rates as set forth in Exhibit 1763 1.
1764 12.03 City-Sponsored Events Service. Upon request by the City, Contractor shall provide 1765 Containers, Collection Services, and Street Sweeping Services at up to five (5) City-Sponsored Events 1766 annually, including but not limited to those specified in Exhibit 2, at no cost to the City. 1767 12.04 Large Item Collection Service. Contractor shall collect Large Items, including E-Waste and 1768 Universal Waste, from City Services Units as listed on Exhibit 3 on an on-call basis on the same terms and 1769 conditions as are provided to SFD Service Units per Section 7.05 at rates specified in Exhibit 1. 1770 Article 13. Additional Services
1771
1772 13.01 Free Landfill Days. SFD and MFD, MFD-C, MFD-I and MXD Service Recipients are 1773 allowed to utilize the Simi Valley Landfill at no cost to the Service Recipient, up to three (3) times each 1774 Calendar Year on designated Free Landfill and Recycling Days at specified hours. Service Recipients must 1775 present evidence of home address within the City to the landfill at the entrance gate and be prepared to 1776 unload their own materials. No commercial vehicles, waste or materials from landscaping companies will be 1777 accepted. Residents can bring up to two loads per event, and a maximum of five (5) passenger or pickup 1778 tires are allowed. Hazardous materials, electronic waste, liquids and medical/biological waste are not AR003366
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1779 accepted. Contractor is responsible for coordinating and facilitating Free Landfill Days with the Simi Valley 1780 Landfill, including paying all costs associated with advertising, and disposal of all materials. 1781 13.02 Public Area Waste Collection. At no additional cost or expense to the City, Contractor shall 1782 provide Garbage and Recyclable Material Collection Service from Collection Containers placed 1783 at up to 90 public-right-of-way locations designated by the City. City to provide containers. 1784 Garbage and Recyclable Material Collection Containers shall be serviced on a regular schedule 1785 of no less than two days per week, and three days per week for high usage areas, or as-needed 1786 basis as directed by the City, to avoid any overflow of materials. Total Collection Container 1787 service shall not exceed the equivalent of 90 locations at 120 gallons per location collected two 1788 days per week. There will be flexibility in collection capacity at each location.. 1789 13.03 Street Sweeping Services. Contractor shall perform street sweeping services as described 1790 in Exhibit 8.
1791 13.03.1 Designated Street Sweeping Areas. The designated parking areas for weekly 1792 street sweeping are listed in Exhibit 8.
1793 13.04 Catch Basin and Drop Inlet Cleaning and Maintenance Services. Contractor shall provide 1794 waste removal services from the City’s catch basins and drop inlets (all together, “storm drain 1795 inlets”) to the specifications of Exhibit 9.
1796 13.05 Household Hazardous Waste Home Collection Service. Contractor shall provide 1797 Household Hazardous Waste Home Collection Service as described in Exhibit 10. 1798 Article 14. Collection Routes
1799 14.01 Service Routes. Contractor must provide City with maps precisely defining Collection 1800 routes, together with the days and the times at which Collection will regularly commence. 1801 14.02 Service Route Changes. Contractor must submit to City, in writing, any proposed route 1802 change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of 1803 implementation. Contractor may not implement any route changes without the prior review of the Agreement 1804 Administrator. If the change will change the Collection day for a Service Recipient, Contractor must notify 1805 those Service Recipients in writing of route changes not less than thirty (30) days before the proposed date 1806 of implementation.
1807 14.02.1 Collection Route Audits. City reserves the right to conduct audits of Contractor’s 1808 Collection routes. Contractor must cooperate with City in connection therewith, including permitting City 1809 employees or agents, designated by the Agreement Administrator, to ride in the Collection Vehicles to 1810 conduct the audits. Contractor has no responsibility or liability for the salary, wages, benefits or worker 1811 compensation claims of any person designated by the Agreement Administrator to conduct such audits.

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1812 Article 15. Minimum Performance and Diversion Standards 1813 15.01 Agreement Extension. In order to receive the Agreement term extension offer set forth in 1814 Article 2 of this Agreement, Contractor must meet or exceed the following annual minimum performance and 1815 diversion standards in each Calendar Year beginning January 2023. 1816 15.01.1 Performance Standards. Assessment of penalties and charges, as set forth in 1817 Exhibit 11 of this Agreement, totaling less than $50,001 in any one (1) Calendar Year. 1818 15.01.2 Minimum Diversion Standards. Contractor must meet the requirements set forth in 1819 Article 5.
1820 15.01.3 No Current Default. Contractor is not currently in default of the Agreement. 1821 15.02 Billing/Financial Audit and Performance Reviews 1822 15.02.1 Contractor shall review its billings to all Customers. The purpose of the review is 1823 to determine that the amount which the Contractor is billing each Customer is correct with regard to the level 1824 of service (i.e., frequency of collection, size of container, location of container) at the rates approved by City 1825 Council resolution. The Contractor shall review Customer accounts not less than annually and provide a 1826 written certification to the City that all such billing is correct. The documentation of the review, as well as 1827 verification that any errors have been corrected should be provided to the City annually. 1828 15.02.2 Selection and Cost. City may conduct billing audit, financial audit and performance 1829 reviews (together, “reviews”) of Contractor’s performance during the term of this Agreement. The reviews 1830 will be performed by the City or a qualified firm under contract to City. City will have the final responsibility 1831 for the selection of the firm. City may conduct reviews at any time during the term of the Agreement. City 1832 and Contractor agree to each pay fifty-percent (50%) of the cost of the audits and performance reviews 1833 provided for under Section 15.02.
1834 1. Full Reviews During Initial Term. City may conduct three (3) full reviews 1835 with costs apportioned as stated in 15.02.2 during the Initial Term of this Agreement. The purpose of these 1836 full reviews will be as described in Section 15.02.3 below. 1837 2. Full Review During Extension Period. In the event that Contractor is 1838 granted an extension to the term of this Agreement as described in Section 2.02, City may conduct one (1) 1839 additional full review during each of the five (5) year extension periods. The purpose of this full review is 1840 described in Section 15.02.3. For each of these full review costs will be apportioned as stated in 15.02.2. 1841 15.02.3 Purpose. The reviews will be designed to verify that customer billing rates have 1842 been properly calculated and they correspond to the level of service received by the customer, verify that 1843 Contractor is correctly billing for all services provided, Franchise Fees, Solid Waste Management Fees and 1844 other fees required under this Agreement have been properly calculated and paid to City, verify Contractor’s 1845 compliance with the reporting requirements and performance standards of this Agreement, verify the 1846 diversion percentages reported by Contractor, and verify any other provisions of the Agreement. City (or its 1847 designated consultant) may utilize a variety of methods in the execution of this review, including, but not AR003368
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1848 limited to, analysis of relevant documents, on-site and field observations, and interviews. City (or its 1849 designated consultant) will review and document the items in the Agreement that require Contractor to meet 1850 specific performance standards, submit information or reports, perform additional services, or document 1851 operating procedures, that can be objectively evaluated. This information will be documented and be 1852 formatted in a “compliance checklist” with supporting documentation and findings tracked for each of the 1853 identified items. The review will specifically include a determination of Contractor’s compliance with the 1854 diversion requirements of Article 5, and the public outreach and education requirements of Article 18. City 1855 (or its designated consultant) may review the customer service functions and structure utilized by Contractor. 1856 This may include Contractor’s protocol for addressing customer complaints and service interruption 1857 procedures. Complaint logs may be reviewed, along with procedures and systems for tracking and 1858 addressing complaints. On-site and field observations by City (or its designated consultant) may include, but 1859 are not necessarily limited to:
1860 1. Interviews and discussions with Contractor’s administration and management 1861 personnel;
1862 2. Review and observation of Contractor’s customer service functions and 1863 structure;
1864 3. Review of public education and outreach materials; 1865 4. Interviews and discussions with Contractor’s financial and accounting 1866 personnel;
1867 5. Interviews with route dispatchers, field supervisors and managers; 1868 6. Interviews with route drivers;
1869 7. Interviews with vehicle maintenance staff and observation of maintenance 1870 practices; and
1871 8. Review of on-route Collection Services, including observation of driver 1872 performance and collection productivity and visual inspection of residential 1873 routes before and after collection to evaluate cart placement and cleanliness 1874 of streets.
1875 15.02.4 Contractor’s Cooperation. Contractor shall cooperate fully with the review and 1876 provide all requested data, including operational data, financial data of the type described in Section 15.01.1, 1877 and other data reasonably requested by City within fifteen (15) Work Days of the request. 1878 15.02.5 Additional Billing/Financial Audit and Performance Review. In the event that the 1879 Billing/Financial Audit and Performance Review concludes that Contractor is not in compliance with all terms 1880 and conditions of this Agreement and such non-compliance is material, Contractor is subject to 1881 administrative fees and penalties as described in Exhibit 11 as well as reimbursement to the City for the full 1882 cost of the audit plus any underpayments discovered during the Audit. Additionally, City may conduct an 1883 Additional Billing Audit and Performance Review beyond the three specified in Section 15.02.02, to ensure 1884 that Contractor has cured any such area of non-compliance. Contractor will be responsible for the cost of 1885 any such Additional Billing/Financial Audit and Performance Review for a maximum cost of One-hundred AR003369
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Twenty Thousand Dollars ($120,000) (starting on January 1, 2022 and each January 1st 1886 thereafter, with the 1887 maximum cost for the review adjusted annually by the change in the CPI). For the purposes of a 1888 determination of non-compliance under this Agreement, Audit findings which result in underpayments of 1889 $100,000 or more shall be deemed material.
1890 15.02.6 City Requested Program Review. City reserves the right to require Contractor to 1891 periodically conduct reviews of the SFD and Commercial Garbage, Recyclable Materials, and Organic Waste 1892 collection programs, provided that such reviews are reasonable and can be accomplished at no additional 1893 cost to Contractor and without interfering with Contractor’s operations. Such reviews could assess one or 1894 more of the following performance indicators: average volume of Recyclable Materials per setout per 1895 customer, average volume of Organic Waste per setout per customer, participation level, contamination 1896 levels, etc. Prior to the program evaluation review, City and Contractor will meet and discuss the purpose of 1897 the review and agree on the method, scope, and data to be provided by Contractor. 1898 15.03 Cooperation with Other Program Reviews. Contractor shall cooperate with City and/or its 1899 agent(s) as reasonably requested to collect program data, perform field work, conduct route audits to 1900 investigate customer participation levels and setout volumes and/or evaluate and monitor program results 1901 related to Garbage, Recyclable Materials and Organic Waste collected in City by Contractor, provided that 1902 such cooperation can be accomplished at no additional cost to Contractor and without interfering with 1903 Contractor’s operations.
1904 Article 16. Collection Equipment
1905 16.01 Equipment Specifications.
1906 16.01.1 General Provisions. All equipment used by Contractor in the performance of 1907 services under this Agreement must be of a high quality and meet all Federal, State, and local regulations 1908 and air quality standards, including all applicable provisions of Ventura County Air Pollution Control District. 1909 Collection vehicles must be designed and operated so as to prevent collected materials from escaping from 1910 the vehicles. Hoppers must be closed on top and on all sides with screening material to prevent collected 1911 materials from leaking, blowing or falling from the vehicles. All trucks and containers must be watertight and 1912 must be operated so that liquids do not spill during Collection or in transit. 1913 16.01.2 Large Items. Vehicles used for Collection of Large Items may not use compactor 1914 mechanisms or mechanical handling equipment that may damage reusable goods or release Freon or other 1915 gases from pressurized appliances.
1916 16.01.3 Collection Vehicles. Contractor must use new Collection Vehicles at the start of 1917 this Agreement and may not use any Collection Vehicle that is more than ten (10) years old during the term 1918 of the Agreement. Collection Vehicles must utilize low carbon (“alternative”) fuel, which includes renewable 1919 diesel, biodiesel, hydrogen, ethanol, methanol, natural gas, renewable natural gas, propane, P-series fuels, 1920 and electric. If during the term of the Franchise Agreement, new technologies are available such as hybrid 1921 or electric powered collection vehicles, the City or the Contractor may request/negotiate implementation of AR003370
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1922 such new collection vehicles, with a corresponding change to the Maximum Service Rates to reflect 1923 additional cost or savings. During the Term, to the extent required by law, Contractor shall provide its 1924 Collection Vehicles to be in full compliance with all Applicable Laws, including State and Federal clean air 1925 requirements that are adopted or proposed to be adopted, including, but not limited to, the California Air 1926 Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code 1927 of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations 1928 and all other applicable air pollution control laws. 1929 16.01.4 Collection Vehicle Technology. Contractor must use Collection Vehicles fitted with 1930 GPS tracking devices that can be used to record start and stop times, vehicle locations, and maximum 1931 speed. Contractor shall furnish to the City at no additional cost or expense any software and equipment 1932 necessary for City to track the location of Collection Vehicles in real time and to generate reports as needed. 1933 Collection Vehicles must also be fitted with cameras that are programmed to take photos, date and location 1934 stamped, to document violations, including contamination, overfilling, and lids not closed. GPS and camera 1935 data must be accessible by City.
1936 16.01.5 Collection Vehicle Size Limitations / Overweigh Vehicle Charge. Contractor may 1937 not use any Collection Vehicle in violation of weight limitations in Applicable Law. The Contractor may 1938 exceed the Collection Vehicle size limitation for a limited time due to extraordinary circumstances or 1939 conditions with the prior written consent of the Agreement Administrator. The limited time may not exceed 1940 120 days. Contractor must report all instances of overweight vehicles to City monthly as part of its quarterly 1941 Franchise Fee submittal described in Section 3.06.2, and as part of its Annual Reports to the City described 1942 in Section 20.03.2. Contractor may be assessed administrative charges as specified in Exhibit 11 as a result 1943 of exceeding an overweight vehicle rate of five percent (5.00%) in any Calendar Year during the term of the 1944 Agreement. The overweight vehicle rate will be calculated as the total number of overweight Collection 1945 Vehicle instances during the Calendar Year, divided by the total number of Collection Vehicle loads 1946 transported during the Calendar Year. Prior to collecting administrative charges for overweight vehicles, the 1947 City shall afford Contractor a reasonable opportunity to provide the Agreement Administrator documentation 1948 of the extraordinary circumstance that caused the overweight vehicles. Extraordinary circumstances in this 1949 particular case include, but may be limited to, heavy rains or high winds that caused excess Green Waste 1950 to be generated, rain to accumulate in open Collection Containers, or normal Collection routes to be delayed 1951 or shortened to extreme weather conditions. The Agreement Administrator shall have authority to consider 1952 Contractor’s documentation and uphold and collect the assessed charge, to reduce the charge, or waive 1953 and dismiss the charge. The Agreement Administrator shall also have the authority to waive charges in 1954 advance of an anticipated, or in response to and actual, emergency event. 1955 16.01.6 Registration; Inspection. All vehicles used by Contractor in providing Collection 1956 Services under this Agreement, except those vehicles used solely on Contractor’s premises, are to be 1957 registered with the California Department of Motor Vehicles. In addition, each such vehicle must be inspected 1958 by the California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of a request 1959 from the Agreement Administrator, CONTRACTOR must provide CITY a copy of its vehicle maintenance AR003371
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1960 log and any safety compliance report, including, but not limited to, any report issued under California Vehicle 1961 Code sections 34500 and following, as well as the biennial “BIT” inspections conducted by the California 1962 Highway Patrol.
1963 16.01.7 Safety Markings. All Collection equipment used by Contractor must have 1964 appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, 1965 clearance lights, and warning flags. All such safety markings must be in accordance with the requirements 1966 of the California Vehicle Code, as may be amended from time to time. 1967 16.01.8 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered 1968 without repetition and must have Contractor's name, Contractor’s customer service telephone number, and 1969 the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side 1970 and the rear of each vehicle. No advertising is permitted other than the name of Contractor, its logo and 1971 registered service marks, except promotional advertisement of the Recyclable Materials and Organic Waste 1972 programs, which is encouraged. City to approve any promotional material of the Recyclable Materials and 1973 Organic Waste Programs affixed to or painted on Contractor’s Collection Vehicles and may require such 1974 promotion to be utilized from time to time in order to encourage correct recycling, reduce contamination, and 1975 provide relevant education. Contractor must repaint all vehicles (including vehicles striping) during the term 1976 of this Agreement on a frequency as necessary to maintain a positive public image as reasonably determined 1977 by the Agreement Administrator, but not less often than once every five years beginning January 1, 2022. 1978 16.01.9 Bin and Roll-off Signage, Painting, and Cleaning. All metal bins and Roll-offs of 1979 any service type furnished by Contractor must be either painted or galvanized. All metal or plastic bins and 1980 Roll-offs must display Contractor’s name, Contractor’s customer service telephone number, and the number 1981 of the Bin or Roll-off and must be kept in a clean and sanitary condition. Bins and Roll-offs should be free 1982 of dents and newly painted at the start of this Agreement, and painted as needed to maintain an orderly 1983 appearance throughout the term of the Agreement, but not less frequently than once every three years. Bins 1984 and Roll-offs may be subject to periodic, unscheduled inspections by City and determination as to sanitary 1985 condition will be made by City.
1986 16.02 Vehicle Certification. For each Collection Vehicle used in the performance of services 1987 under this Agreement, Contractor must obtain a certificate of compliance (smog check) issued pursuant to 1988 Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations 1989 promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California 1990 Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, as applicable to 1991 the vehicle. Contractor must maintain copies of such certificates and reports and must make such certificates 1992 and reports available for inspection upon request by the Agreement Administrator. 1993 16.02.1 No later than January 1, 2022, Contractor must submit to the Agreement 1994 Administrator verification that each of the Contractor’s Collection Vehicles has passed the California Heavy 1995 Duty Vehicle Inspection. Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to 1996 be tested annually in the California Heavy Duty Inspection Program and must, upon request, submit written AR003372
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1997 verification to City within ten (10) Work Days of the completion of such test. Contractor may not use any 1998 vehicle that does not pass such inspection.
1999 16.03 Equipment Maintenance. Contractor must maintain Collection equipment in a clean 2000 condition and in good repair at all times. All parts and systems of the Collection equipment must operate 2001 properly and be maintained in a condition satisfactory to City. Contractor must wash all Collection Vehicles 2002 at least once a week.
2003 16.04 Maintenance Log. Contractor must maintain a maintenance log for all Collection Vehicles. 2004 The log must at all times be accessible to City by physical inspection upon request of Agreement 2005 Administrator, and must show, at a minimum, each vehicle Contractor assigned identification number, date 2006 purchased or initial lease, dates of performance of routine maintenance, dates of performance of any 2007 additional maintenance, and description of additional maintenance performed. 2008 16.05 Equipment Inventory. On or before January 1, 2022 Contractor shall provide to City an 2009 inventory of Collection Vehicles and major equipment used by Contractor for Collection or transportation 2010 and performance of services under this Agreement. The inventory must indicate each Collection Vehicle by 2011 Contractor assigned identification number, DMV license number, the age of the chassis and body, type of 2012 fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the 2013 decibel rating and the maintenance and rebuild status. Contractor must submit to the Agreement 2014 Administrator, either by fax or e-mail, an updated inventory annually to the City or more often at the request 2015 of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle as 2016 determined by weighing at a certified scale used by Contractor. Each vehicle inventory must be accompanied 2017 by a certification signed by Contractor that all Collection Vehicles meet the requirements of this Agreement. 2018 16.06 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection 2019 equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve 2020 equipment must correspond in size and capacity to the equipment used by the Contractor to perform the 2021 contractual duties.
2022 Article 17. Contractor’s Office
2023 17.01 Contractor’s Office. Contractor shall maintain an office or call center where calls and 2024 complaints can be received within Ventura County. Such office must be equipped with enough telephones 2025 that all Collection Service-related calls received during normal business hours are answered by an employee 2026 within five (5) rings. The office must have responsible persons in charge during Collection hours and must 2027 be open during such normal business hours, 8:00 a.m. to 5:00 p.m. on Monday through Friday. Contractor 2028 must provide either a local or toll-free telephone number that connects to the call center, and a telephone 2029 answering service or mechanical device to receive Service Recipient inquiries during those times when the 2030 office is closed. Calls received after normal business hours must be addressed the next Work Day morning. 2031 If call center is not local to Ventura County, Contractor must also maintain a local office within Ventura AR003373
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2032 County where Contractor can be reached during such normal business hours, 8:00 a.m. to 5:00 p.m. on 2033 Monday through Friday.
2034 17.01.1 Emergency Contact. Contractor must provide the Agreement Administrator with an 2035 emergency phone number where the Contractor can be reached outside of the required office hours. 2036 17.01.2 Multilingual/TDD Service. Contractor must at all times maintain the capability of 2037 responding to telephone calls in English and such other languages as City may direct. Contractor must at 2038 all times maintain the capability of responding to telephone calls through Telecommunications Device for the 2039 Deaf (TDD) Services.
2040 17.01.3 Service Recipient Calls. During office hours, Contractor must maintain a telephone 2041 answering system capable of accepting at least five (5) incoming calls at one time. Contractor must record 2042 all calls including any inquiries, service requests and complaints into a customer service log. 2043 17.01.4 All incoming calls will be answered at the local office or call center within 5 rings. 2044 Any call “on-hold” in excess of 1.5 minutes must have the option to remain “on-hold” or request a “call-back” 2045 from a customer service representative. Contractor’s customer service representatives must return Service 2046 Recipient calls. For all messages left before 3:00 p.m., all “call backs” must be attempted a minimum of one 2047 time prior to 5:00 p.m. on the day of the call. For messages left after 3:00 p.m., all “call backs” must be 2048 attempted a minimum of one time prior to noon the next Work Day. Contractor must make minimum of three 2049 (3) attempts within one (1) Work Day of the receipt of the call. If Contractor is unable to reach the Service 2050 Recipient on the next Work Day, Contractor must send a postcard to the Service Recipient on the second 2051 Work Day after the call was received, indicating that the Contractor has attempted to return the call. 2052 Article 18. Contractor Support Services
2053 18.01 Sustainability/Compliance Representative. Contractor will hire staff, including at least one 2054 dedicated full-time Sustainability/Compliance Representative, to conduct site visits and provide outreach 2055 and education in support of meeting Franchise and CalRecycle Diversion requirements and to meet State 2056 mandates associated with AB 939, AB 341, AB 1826, AB 827, AB 1594, SB 1016, and SB 1383, and all 2057 amendments and related subsequent legislation. The Sustainability/Compliance Representative shall be 2058 available as needed to meet with the City and conduct site visits to implement Recycling and Organics 2059 programs in the Service Area at least four days a week throughout the year. 2060 18.02 Sustainability and Compliance Plan. Contractor, at its own expense, must prepare, submit 2061 and implement an annual (Calendar Year) Sustainability and Compliance Plan (“Plan”), which will guide 2062 Contractor’s staffs’ work efforts. This Plan will include measures to meet diversion targets, increase 2063 diversion, and increase participation of Service Recipients in recycling and organics diversion programs, 2064 and should target certain Recyclable Materials or “problem” areas, including recycling and organics sorting 2065 and contamination, within Contractor’s Service Area where improvements can be maximized. Planned 2066 outreach and education services, and outreach materials should be included as part of the Plan and 2067 updated annually. Targets of outreach should be based on local trends and recycling patterns from data AR003374
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2068 obtained by both the City and Contractor. Contractor will maintain current and state-of-the-art public 2069 outreach and education services throughout the term of this Agreement by providing outreach materials to 2070 Service Recipients electronically (via email and social media). Contractor must submit first year draft Plan 2071 to the City prior to the start of this Agreement and by August 1st each year thereafter for the term of the 2072 Agreement. City review and provide revisions to draft Plan within thirty (30) days of receipt. Contractor must 2073 revise and submit final Plan to City by April 1, 2022 for first year and thence by November 1st each year 2074 thereafter for the term of the Agreement. A sample Plan template is provided in Exhibit 14. Contractor will 2075 be required to expend at least seventy-five thousand dollars ($75,000) per year (as adjusted annually by 2076 the CPI Adjustment), for the development of the Plan and its implementation, which may include the annual 2077 subscription cost for the City’s Waste Reporting System but may not include personnel costs associated 2078 with the Sustainability/Compliance Representative. The Sustainability and Compliance Plan must include 2079 the following:
2080 18.02.1. City-specific website. Contractor shall maintain a City-specific website that 2081 fully explains the Contractor’s services and rates, the diversion options available, and allows Service 2082 Recipients to submit service changes, inquiries, complaints or queries. The website must describe and 2083 promote the use of the available Recyclable Materials and Organics services. Contractor’s local website 2084 must provide information specific to the City’s programs. Contractor will ensure that information provided 2085 on the website is maintained and up-to-date. Content will include proper container set out, educational 2086 materials, newsletters and program descriptions.
2087 18.02.2. Recycling resources. Contractor shall maintain accurate list of recyclable 2088 materials on its website, and promote proper recycling to all Service Recipients. Contractor shall consult, 2089 collaborate, and coordinate its recycling outreach and educational materials and activities with the City and 2090 incorporate the City’s input on the Contractor’s recycling resources and programs. 2091 18.02.3. School education and outreach. Contractor shall develop and utilize a 2092 program to educate on proper recycling that offers tools to assist with proper recycling for all ages. 2093 Educational information should include brochures, school resources such as recycling curriculums, kid’s 2094 activity flyers, posters, myth busters, and recycling art activities. Contractor shall develop and distribute 2095 educational material, and conduct onsite outreach annually to all school campuses in the franchise area, 2096 including those in the Conejo Valley Unified School District, private schools, and California Lutheran 2097 University. Materials must be approved by City before distribution. Examples include: recyclable materials 2098 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 30 2099 th annually, and site visits must be completed by November 30th 2100 . 2101 18.02.4. MOR Compliance Notices. Contractor shall send Mandatory Organics 2102 Recycling (MOR) compliance notices quarterly to all eligible Commercial entities and MFDs/MXDs that do 2103 not subscribe to organics collection service with the Contractor, and/or do not provide an alternate method 2104 for diverting organic waste, in conformance with SB 1383 and AB 1826. These notices shall also notify AR003375
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2105 businesses of requirements under AB 827. Contractor shall mail notifications quarterly on or before the last 2106 day of the month following the end of the quarter. 2107 18.02.5. MCR Compliance Notices. Contractor shall send Mandatory Commercial 2108 Recycling (MCR) compliance notices quarterly to all eligible Commercial entities and MFD’s that do not 2109 subscribe to recycling collection service with the Contractor, and/or do not provide an alternate method for 2110 diverting recyclable materials, in conformance with AB 341. These notices shall also notify businesses of 2111 requirements under AB 827. Contractor shall mail notifications quarterly on or before the last day of the 2112 month following the end of the quarter.
2113 18.02.6. MOR Site Visits. Contractor shall conduct site visits to all eligible 2114 Commercial entities and MFDs/MXDs once per year for the first three years and thereafter every other year 2115 for businesses that subscribe to Organics Collection Service and every year for businesses that do not 2116 subscribe to organics collection service in conformance with SB 1383 and AB 1826. Contractor shall conduct visits on or before June 30th 2117 .
2118 18.02.7. MCR Site Visits. Contractor shall conduct site visits to all eligible 2119 Commercial entities and MFDs/MXDs once per year for the first three years and thereafter every other year 2120 for businesses that subscribe to Recycling Collection Service and every year for businesses do not 2121 subscribe to Recycling Collection Service with the Contractor. Contractor shall conduct visits on or before June 30th 2122 .
2123 18.02.8. Waste Audits. Contractor shall complete Recycling and Solid Waste audits 2124 for twenty (20) Commercial or MFD/MXD Service Recipients per month and provide recommendations to 2125 customers on how to improve overall resource efficiency. 2126 18.02.9. Compliance Reporting. Contractor shall report contaminations and 2127 overage issues via the City’s Waste Reporting System. 2128 18.02.10. Right-sizing containers. Contractor must right-size Collection Containers 2129 to maximize diversion from SFD, MFD/MXD and Commercial Service Recipients. 2130 18.02.11. Education and Outreach materials. Contractor must implement public 2131 education and outreach in conformance with applicable laws (e.g. SB 1383, AB 1826, AB 827, AB 939, AB 2132 341, AB 1594, etc.) and in coordination with the City. Contractor shall attend public events and host booths 2133 to promote recycling education and awareness. Contractor will work with City to identify which special 2134 events will be attended. Contractor, together with City, shall work with local media to ensure information on 2135 new programs, events, recycling, organics etc. is communicated to the community. Contractor shall use a 2136 variety of options such as local paper, news, websites, Homeowners Associations, schools and civic groups 2137 to distribute information and education about City solid waste and recycling programs, and events. 2138 Contractor shall distribute educational material to Service Recipients a minimum of once a quarter by mail 2139 or electronically. These materials should include tips on recycling properly, use of organics containers, AR003376
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2140 composting, battery and electronics education, prevention of contamination issues, proper Collection 2141 Container placement, resource information, and HHW education. 2142 18.02.12. Service Recipient Personnel Training. Contractor shall advise and 2143 educate appropriate personnel (management, employees, janitors, etc.) at MFD/MXD and Commercial 2144 Service Units on methods and recommendations to increase recycling and decrease landfilling including 2145 best practices for recycling, waste reduction and availability and use of in-house recycling containers. 2146 18.02.13. Available Services Notice and Information. At least annually Contractor 2147 must publish and distribute (by mail or electronically) a notice to all Service Units regarding the full range 2148 of services offered. The notice must contain at a minimum (i) definitions of the materials to be Collected, 2149 (ii) procedures for setting out materials, (iii) the days when Garbage Collection Services, Recycling 2150 Services, and Organic Waste Collection Services will be provided, (iv) Contractor’s local customer service 2151 phone number, (v) instructions on the proper filling of Containers, (vi) instructions as to what materials may 2152 or may not be placed in Recyclable Materials or Organic Waste Containers, (vii) how to select container 2153 sizes to maximize diversion, (viii) participation in recycling and organics programs, (ix) the fees for overage 2154 and contamination in the event of non-compliance, (x) the availability of on-premises Collection Services, 2155 including the availability of no-charge on-premises Collection Services for qualified persons, (xi) Large 2156 Items Collection Services, (xii) HHW Services, and (xiii) the dates and locations of Free Landfill Days. The 2157 notice must be provided in English, and other languages as directed by the City, and must be distributed 2158 by Contractor no later than February 1st of each year. 2159 18.02.14. Approach to meeting City’s diversion requirements. Contractor must 2160 document approach to meeting City’s diversion requirements by specific diversion program type (SFD, 2161 MFD, Commercial, Recyclable Material, Organic Waste, Bulky Waste, etc.) and must be tied to both specific 2162 and public education programs. This must include an implementation schedule showing the specific 2163 programs and tasks, milestones, and time frames for meeting the diversion requirements. 2164 18.02.15. Tonnage table. Contractor must provide as part of the Plan, a tonnage 2165 table segregated by SFD, MFD/MXD, Commercial, and Additional Services that estimates tonnages for 2166 Recyclable Material and Organic Waste delivered and processed, and the estimated residual tonnages for 2167 each calendar year of the Franchise Agreement.
2168 18.02.16. Environmental Stewardship. Contractor must describe all environmental 2169 management policies and activities related to the solid waste collection service, including the use of 2170 alternative fuel vehicles, reduction of air emissions and wear and tear on the City’s streets, use of recycled 2171 products throughout operations, internal waste reduction and reuse protocol, water and resource 2172 conservation activities within facilities (design, construction and operation), compliance with laws governing 2173 e-waste, HHW, and u-waste, and use of non-toxic products when possible. 2174 18.03 News Media Relations. Contractor will work with local media to ensure information is 2175 communicated to community (new programs, events, recycling information, etc.). Contractor to use options, 2176 such as; local Newspaper, Radio/TV News outlets, Websites and Social Media. Contractor will notify the AR003377
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2177 City Representative by e-mail or phone of all requests for news media interviews related to the services 2178 covered under this Franchise Agreement within one (1) Work Day of Contractor’s receipt of the 2179 request. When practicable, before responding to any inquiries involving controversial issues or any issues 2180 likely to affect participation or customer’s perception of services, Contractor will discuss Contractor’s 2181 proposed response with the City Agreement Administrator. 2182 18.05 Annual Recycling Awards. Contractor will recognize outstanding participation in Recycling 2183 and/or Organic Waste programs by identifying “recycling all-stars” for recognition at a City Council meeting 2184 during each November, beginning November 2022.
2185 18.06. News Media Requests. Contractor will notify the Agreement Administrator by e-mail or 2186 phone of all requests for news media interviews related to the services covered under this Agreement within 2187 one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any 2188 inquiries involving controversial issues or any issues likely to affect participation or Service Recipient’s 2189 perception of services, Contractor will discuss Contractor’s proposed response with the Agreement 2190 Administrator.
2191 i. Copies of draft news releases or proposed trade journal articles that use the name of 2192 City or relate to the services provided hereunder must be submitted to the Agreement 2193 Administrator for prior review and approval at least five (5) working days in advance of 2194 release, except where Contractor is required by any law or regulation to submit 2195 materials to any regulatory agency in a shorter period of time, in which case Contractor 2196 must submit such materials to City simultaneously with Contractor’s submittal to such 2197 regulatory agency.
2198 ii. Copies of articles resulting from media interviews or news releases that use the name 2199 of City or relate to the services provided hereunder must be provided to the City within 2200 five (5) days after publication.
2201 18.07. Acceptable Materials Labelling. Contractor must affix to each Recycling and Organics 2202 Collection Container a sticker that clearly lists Acceptable materials to be placed in these containers. 2203 Stickers must be replaced annually and include any updates in the list of Acceptable materials (Exhibit 7). 2204 18.08. Mulch or Compost Delivery. At no cost to the City, Contractor must provide City with mulch 2205 or compost materials (i.e., “Recovered Organic Materials”) at a volume to allow the City to comply with SB 2206 1383. Contractor must deliver mulch or compost materials at a time and location mutually agreeable 2207 between the City and Contractor. Delivered mulch or compost can be in bulk form or bagged. 2208 18.09. Edible Food Recovery Support. At no cost to the City, Contractor must provide support to 2209 the City’s Edible Food Recovery program as required under SB 1383. Contractor support may include 2210 educating commercial edible food generators, providing records of site visits, conducting education efforts, 2211 and providing lists of food recovery organizations. Contractor will assist the City in conducting Food Waste AR003378
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2212 and Green Waste surveys and diversion programs by providing accurate and timely service data, 2213 conducting site visits, and distributing materials. 2214 18.010. Programs and Services. Contractor must provide additional educational and outreach 2215 services and programs as requested by City at a price to be mutually agreed upon between the Contractor 2216 and the Agreement Administrator. In the event Contractor and the Agreement Administrator cannot reach 2217 a mutually agreed upon price for the requested service or program, City has the right to procure the service 2218 of other vendors or contractors to provide the requested service. 2219 18.011. Transition Plan. Contractor must adhere to the approved Transition Plan in Exhibit 12 that 2220 describes the timeline, milestones and schedule of actions/events for the provision of new services. 2221 Beginning on the Effective Date and for the following twelve (12) months, the Contractor must meet with 2222 key City staff on a monthly basis to review, at a minimum, program performance, current and anticipated 2223 activities, specific outreach performed to promote high participation in diversion programs, ability for Service 2224 Recipients to change service levels, awareness of and participation in Bulky Waste Collection, methods to 2225 monitor contamination, Service Recipient service messaging on diversion programs. Starting in January 2226 2023, at the City’s option, the frequency of meetings may be reduced. 2227 18.012. Operations Plans. Contractor must adhere to the Operations Plans attached as Exhibits 15 2228 – 18 that present the specific collection and processing programs that will be implemented in the City. 2229 i. Collection Service Operations Plan. See Exhibit 15. 2230 ii. Street Sweeping Operations Plan. See Exhibit 16. 2231 iii. HHW Home Collection Operations Plan. See Exhibit 17. 2232 iv. Catch Basin and Drop Inlet Cleaning and Maintenance Operations Plan. See 2233 Exhibit 18.
2234 Article 19. Emergency Service
2235 19.01 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, 2236 natural disaster, or other such event, the Agreement Administrator may grant the Contractor a variance from 2237 regular routes and schedules, which will not be withheld unreasonably. As soon as practicable after such 2238 event, Contractor must advise the Agreement Administrator when it is anticipated that normal routes and 2239 schedules can be resumed. The Agreement Administrator will make an effort through the local news media 2240 to inform the public when regular services may be resumed. The clean-up from some events may require 2241 that Contractor hire additional equipment, employ additional personnel, or work existing personnel on 2242 overtime hours to clean debris resulting from the event. Contractor will receive additional compensation, 2243 above the normal compensation contained in this Agreement, to cover the costs of rental equipment, 2244 additional personnel, overtime hours and other documented expenses based on the rates set forth in Exhibit 2245 1 provided Contractor has first secured written authorization and approval from City through the Agreement AR003379
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2246 Administrator. City will be given equal priority and access to resources as with other franchise jurisdictions 2247 held by Contractor or its affiliates.
2248 19.02 Disaster Recovery Support. In the event of a tornado, major storm, earthquake, fire, natural 2249 disaster, or other such event, Contractor agrees to provide disaster recovery support to a reasonable degree, 2250 upon request by Agreement Administrator. This may include additional hauling of debris, special handling 2251 such as burrito wrapping, temporary storage of debris where feasible, additional disposal, use of different 2252 transfer and disposal facilities, and documentation of debris type, weight, and diversion. Contractor should 2253 follow protocol laid out in the County of Ventura’s Disaster Debris Plan (1999) and any subsequent County 2254 or City Disaster Debris Plans, as applied to solid waste hauling and handling. 2255 Article 20. Record Keeping and Reporting Requirements 2256 20.01 Record Keeping. Notwithstanding Article 45 herein:
2257 20.01.1 Accounting Records. Contractor must maintain full, complete and separate 2258 financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection 2259 Services, prepared on an accrual basis in accordance with generally accepted accounting principles. Such 2260 records will be subject to audit, copy, and inspection for the purposes set forth in Section 15.02.3. Gross 2261 receipts derived from provision of the Collection Services, whether such services are performed by 2262 Contractor or by a subcontractor or subcontractors, will be recorded as revenues in the accounts of 2263 Contractor. The Contractor shall keep and preserve, during the Term of this Agreement, and for a period of 2264 not less than four (4) years following expiration or other termination hereof, full, complete and accurate 2265 records, including all cash, billing and disposal records, as indicated in the Agreement. 2266 1. City reserves the right to request audited, reviewed, or compiled financial 2267 statements prepared by an independent Certified Public Accountant, or as may be provided by Contractor 2268 or its parent company. In the event that Contractor does not maintain separate financial or accounting 2269 records prepared specifically for services provided under this Agreement, Contractor may use industry 2270 standard allocation methods to provide financial information as applicable to the service provided under this 2271 Agreement.
2272 20.01.2 Agreement Materials Records. Contractor must maintain records of the quantities 2273 of (i) Residential, MFD/MXD and Commercial Solid Waste Collected and disposed under the terms of this 2274 Agreement, (ii) Recyclable Materials, by type, Collected, purchased, processed, sold, donated or given for 2275 no compensation, and residue disposed under the terms of this Agreement, and (iii) Organic Waste by type, 2276 Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed under 2277 the terms of this Agreement
2278 20.01.3 Other Records. Contractor must maintain all other records reasonably related to 2279 provision of Collection Services, whether or not specified in this Agreement.

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2280 20.01.4 Report Format. All reports to be submitted in a format approved by the City, 2281 including electronic data submission in the City’s Waste Reporting System and in a format specified by the 2282 City.
2283 20.02 Quarterly Reporting.
2284 20.02.1 General. Quarterly reports must be submitted no later than 5 p.m. PT on the last 2285 day of the month following the end of Quarter in which the receipts are collected and must be provided 2286 electronically using software acceptable to the City. If the last day of the month falls on a day that City is 2287 closed or a holiday, then the report will be due on the next business day. Failure to submit complete quarterly 2288 reporting by the due date will result in penalties as specified in Exhibit 11. 2289 20.02.2 City Reports. Quarterly reports to City must include:
2290 1. Franchise Fee and Solid Waste Management Fee Payment Reporting. 2291 The payment report must include an accounting of Contractor’s Gross Revenues received during the 2292 preceding quarter, and the calculated Franchise Fee and Solid Waste Management Fee. 2293 2. Franchised Tonnage and Service Data. Contractor must report the 2294 number of unique Residential accounts serviced, the number of unique Commercial and MFD/MXD accounts 2295 serviced, tonnage of Garbage, Recyclable Materials and Organic Waste collected and processed for 2296 diversion broken down by Container type, Residual amounts from Recycling and Organic Waste diversion 2297 operations that are landfilled. Quantities should be broken down by SFD, MFD/MXD, Commercial, and City 2298 Service Collection Services. MXD properties must have tonnage assigned appropriately to Residential and 2299 Commercial generators.
2300 3. Overweight Vehicle Reporting. The quarterly report must include a 2301 summary total of all instances of overweight Collection Vehicles. This summary must include the number of 2302 overweight vehicle instances expressed as a percentage of the total number of Collection Vehicle loads 2303 transported during the reported quarter.
2304 4. Non-Collection. The quarterly report must include a summary of each 2305 Service Unit receiving a Non-Collection Notice in the previous quarter along with a description for the Non2306 Collection Notice. 2307 5. On-hold. The quarterly report must include each Service Unit that was not 2308 billed in the previous quarter due to vacation hold, vacancy etc. 2309 6. Collection Overage Charges. The quarterly report must include each 2310 Service Unit incurring a charge for a Solid Waste Overage in the previous quarter. 2311 7. Contamination Reporting. To the extent required by Applicable Law, the 2312 quarterly report must include a summary of all instances of qualifying contamination under the procedures 2313 in Section 3.10. This summary must include the total number of accounts where contamination occurred, 2314 the total number of Contamination Violation Notices issued by Contractor to Service Recipients, a list of 2315 accounts where such notices occurred, and the total number of instances where Collection Container size 2316 or Collection frequency was increased specifically due to contamination. Within twenty (20) Work Days of AR003381
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2317 request by City, Contractor will provide copies of the Contamination Violation Notices and the digital 2318 documentation of contamination.
2319 8. Service Recipient Complaint Log. The quarterly report must include the 2320 Service Recipient call log collected from the previous quarter as required in Section 17.01 of this Agreement. 2321 9. Storm Drain Waste Removal. Contractor shall report the log showing each 2322 load of solid waste removed from catch basin and drop inlets as specified in Exhibit 9 of this Agreement. 2323 20.03 Annual Reporting.
2324 20.03.1 General. An annual report must be submitted no later than 5 p.m. PT on April 1, 2023 and each April 1st thereafter for the previous Calendar Year. If April 1st 2325 falls on a day that City is closed, 2326 then the report will be due on the next business day. Annual reports must be submitted in hard copy and 2327 must also be provided electronically in software acceptable to the City. Failure to submit complete quarterly 2328 by the due date will result in penalties as specified in Exhibit 11. 2329 20.03.2 City Reports. Annual reports to City must include:
2330 1. Financial Report. Contractor must prepare an annual Financial Report for 2331 submittal to the City. At a minimum, the Financial Report must include the number of SFD Service Units, 2332 Commercial and MFD/MXD Service Units provided with Collection Services by Service Type, container size, 2333 frequency of service and current billing rate including any additional services, the Contractor’s gross billing 2334 and amount collected for each type of Service Unit, and the amount received for the sale of Recyclable 2335 Materials.
2336 2. Financial Statements. Contractor must submit annual financial statements 2337 for the local operation. Statements need not be reviewed or audited statements. 2338 3. Annual Sustainability and Compliance Report. Contractor must complete 2339 and submit data sections within their Sustainability and Compliance Plan to document education and 2340 outreach conducted, public event participation, school visits, compliance notices mailed, site visits, waste 2341 audits completed, information distributed, and media used, and community events hosted. This must include 2342 public education activities undertaken during the year, including distribution of bill inserts, collection 2343 notification tags, community information and events, tours and other activities related to the provision of 2344 Collection Services, and must discuss the impact of these activities on recycling program participation and 2345 include amounts collected from SFD, MFD/MXD and Commercial Service Units. The report should include 2346 a complete list of all non-exempt commercial accounts, which includes each non-exempt account’s status 2347 as a “covered generator” under AB 341, AB 1826 and SB 1383, the date and status of Contractor’s outreach 2348 efforts at each non-exempt account, and the current level of Recycling and Organics program participation 2349 at each non-exempt account.

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2350 4. Summary of Programs. An analysis of any Recycling and Organic Waste 2351 Collection, processing and marketing issues or conditions (such as participation, setouts, contamination, 2352 etc.) and possible solutions, discussed separately for SFD and Commercial programs. 2353 5. Solid Waste Data. The number of SFD, MFD/MXD and Commercial 2354 Service Units and the number of Collection Containers distributed by size and Service Unit type. 2355 6. Waste Characterization Data. A breakdown of Residential and 2356 Commercial waste (Garbage, Recycling, and Organics) by material type as per CalRecycle material 2357 classifications.
2358 7. Recycling Data. Gross tons Collected daily on average by material type by 2359 route for SFD and Commercial Recycling service, with map of routes. The average participation rates by 2360 quarter relative to the total number of Service Units by Service Unit type. Indicate, by material type (and 2361 grade where appropriate), annual totals of Recyclable Materials processed including facility name and 2362 location, average cost or price received per ton and total recycling cost or revenue received for the year. 2363 Indicate any quantities, by material type, donated or otherwise disbursed without compensation. Indicate 2364 number of Recycling Collection Containers distributed by size and Service Unit type. Also provide annual 2365 totals and location for residue disposed.
2366 8. Organic Waste Data. Include average daily gross tons Collected by route, 2367 separated by Green Waste and Food Waste, with map of routes. Include the total number of generators that 2368 receive each type of Organic Waste Collection Service provided by the Contractor. Indicate average daily 2369 number of set-outs by route. Indicate average participation rates relative to the total number of Service Units 2370 in terms of weekly set-out counts. Indicate number of Organic Waste Collection Containers distributed by 2371 size and Service Unit type. Indicate, by material type, annual totals of Organic Materials processed including 2372 facility name and location, average cost or price received per ton and total organics cost or revenue received 2373 for the year. Provide totals and location for Residue Disposed. Include the number of route reviews 2374 conducted for prohibited contaminants and the number of Non-Collection Notices issued to Service 2375 Recipients.
2376 9. Customer Service Log. A copy of the customer service log, including a 2377 summary of the type and number of complaints and their resolution. Copies of a written record of all calls 2378 related to missed pickups and responses to such calls. 2379 10. Green Pages. A copy of Contractor’s most recent “Green Pages” (i.e., 2380 customer call center “cheat sheet”) for the City of Thousand Oaks, or the equivalent information used by 2381 customer service representatives if the “Green Pages” are renamed or otherwise reworked during the term 2382 of this Agreement.
2383 11. Overweight Vehicle Data. A summary of all instances of overweight 2384 Collection Vehicles. This summary must also include the number of overweight vehicle instances as a 2385 percentage of the total number of Collection Vehicle loads transported during the Calendar Year.

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2386 12. Summary Narrative. A summary narrative of problems encountered with 2387 Collection and processing activities and actions taken. Indicate type and number of Non-Collection Notices 2388 left at Service Recipient locations. Indicate instances of property damage or injury, significant changes in 2389 operation, market factors, publicity conducted, needs for publicity. Include description of processed material 2390 loads rejected for sale, reason for rejection and disposition of load after rejection. 2391 13. Collection Container and Vehicle Inventory. An updated complete 2392 inventory of Collection Containers by type and size, and an updated complete inventory of Collection 2393 Vehicles including for each vehicle: truck number, route number, date purchased, vehicle type, tare weight, 2394 license plate number, fuel type and vehicle make and model. 2395 14. Diversion Rate. Contractor must provide documentation acceptable to City 2396 in its reasonable judgment stating and supporting the Calendar Year’s Franchise Diversion Rate, as 2397 calculated in accordance with the provisions of Article 5. Any tonnages diverted and disposed from large 2398 venues and events during the reporting period will be counted towards the calculated diversion rate. 2399 15. AB 341, AB 1826, and SB 1383 Compliance Data. Contractor must report 2400 the total number of Commercial and MFD/MXD Service Units serviced and the number of containers, 2401 container sizes and frequency of collection for Garbage, Recyclable Materials and Organic Waste for each 2402 non-exempt Commercial and MFD/MXD Service Unit. Contractor must also provide the following information 2403 separately for both AB 341 and AB 1826:
2404 16. The total number of non-exempt Commercial and MFD/MXD Service Units 2405 that fall under the AB 341 or AB 1826 thresholds, and the total number of those non-exempt Commercial 2406 and MFD/MXD Service Units that are not subscribed to Commercial or MFD/MXD Recycling Collection 2407 Service or Commercial or MFD/MXD Organics Collection Service. 2408 17. A summary of the type of follow-up outreach that was provided to those 2409 non-exempt Commercial and MFD/MXD Service Units that are not subscribed to Commercial or MFD/MXD 2410 Recycling Collection Service or Commercial or MFD/MXD Organics Collection Service. 2411 18. The catch basin and drop inlet list with numbers of inspections, cleanings 2412 and maintenance performed during the year.
2413 20.04 Diversion Calculation and Data. By 5 p.m. PT on February 15, 2023 and annually thereafter 2414 during the term of this Agreement, Contractor must deliver to City, in the format specified by City, the 2415 Calendar Year’s Franchised Diversion Rate, as calculated in accordance with the provisions of Article 5. Any 2416 tonnages diverted and disposed from large venues and events during the reporting period will be counted 2417 towards the calculated diversion rate.
2418 20.05 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing 2419 annual reports to CalRecycle (the “Electronic Annual Report” or EAR), including but not limited to supplying AR003384
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2420 required data for preparation of the reports, and completing all required data input in the Waste Reporting 2421 System.
2422 20.05.1 In the event that CalRecycle requires City to report an Implementation Schedule 2423 to comply with AB 341, AB 1826, SB 1383, SB 1594 and other Applicable Laws, Contractor will provide 2424 assistance to City in preparing a report, including Contractor’s policies and procedures related to compliance 2425 with AB 341, AB 1826, SB 1383, and other Applicable Laws and how recycling or organics are collected, a 2426 description of the geographic area, routes, list of addresses served and a method for tracking contamination, 2427 copies of route audits, copies of notice of contamination, copies of notices, violations, education and 2428 enforcement actions issued, and copies of educational materials, flyers, brochures, newsletters, website, 2429 and social media.
2430 20.06 Waste Characterization Audit. Contractor must conduct statistically-valid waste audits of 2431 Residential and Commercial Service Recipients’ waste once annually, including Recycling, Garbage, and 2432 Organic Waste, and provide characterization data to the City as part of its Annual Report (Section 20.03). 2433 Material types and guidance should follow CalRecycle requirements and/or recommendations. 2434 20.07 Annual Sustainability and Compliance Plan. Contractor must submit annually, by 2435 September 15 each year, its plan for providing outreach and education to residents, schools and 2436 businesses; the material that will be developed and distributed, including its format and distribution method; 2437 how the Contractor will maintain compliance with the State’s Mandatory Commercial and Organics 2438 Recycling mandates (SB 1383, AB 1826, AB 939, AB 341), including when and to whom letters will be sent, 2439 how compliance will be documented and reported; and the Contractor’s plan for waste audits and site visits 2440 as described in Exhibit 14. Plan must be approved by City on or before November 1. 2441 20.08 Additional Reporting. Contractor must furnish City with any additional reports as may 2442 reasonably be required, such reports to be prepared within a reasonable time following the reporting period. 2443 Article 21. Nondiscrimination
2444 21.01 Nondiscrimination. In the performance of all work and services under this Agreement, 2445 Contractor may not discriminate against any person based on such person’s race, sex, color, national origin, 2446 religion, marital status or sexual orientation. Contractor must comply with all applicable local, State and 2447 Federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in 2448 employment.
2449 Article 22. Service Inquiries and Complaints
2450 22.01 Contractor’s Customer Service. All service inquiries and complaints will be directed to 2451 Contractor. A representative of Contractor must be available to receive the complaints during normal 2452 business hours. Contractor is required to utilize the City’s Customer Relationship Management System 2453 (CRMS) for handling of customer complaints received by the City for hauling, street sweeping, storm drain 2454 cleaning, and any other services under this Agreement. Contractor must participate in mandatory CRMS AR003385
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2455 training before utilizing system. All service complaints will be handled by Contractor in a prompt and efficient 2456 manner. CRMS cases must be addressed and resolved within 3 Work Days. In the case of a dispute between 2457 Contractor and a Service Recipient, the matter will be reviewed, and a decision made by the Agreement 2458 Administrator.
2459 22.01.1 Contractor will utilize the Customer Service Log to maintain a record of all inquiries 2460 and complaints in a manner prescribed by City.
2461 22.01.2 For those complaints related to missed Collections, where Containers are properly 2462 and timely set out, that are received by 12:00 noon on a Work Day, Contractor will return to the Service Unit 2463 address and Collect the missed materials before leaving the Service Area for the day. For those complaints 2464 related to missed Collections that are received after 12:00 noon on a Work Day, Contractor will have until 2465 the end of the following Work Day to resolve the complaint. For those complaints related to repair or 2466 replacement of Collection Containers, the appropriate Sections of this Agreement will apply. 2467 22.01.3 Contractor agrees that it is in the best interest of City that all Residential Garbage, 2468 Recyclable Materials, and Organic Waste be collected on the scheduled Collection day. Accordingly, missed 2469 Collections will normally be Collected as set forth above regardless of the reason that the Collection was 2470 missed. However, in the event a Service Recipient requests missed Collection service more than two (2) 2471 times in any consecutive two (2) month period the Agreement Administrator will work with Contractor to 2472 determine an appropriate resolution to that situation. In the event Contractor believes any complaint to be 2473 without merit, Contractor will notify the Agreement Administrator, by e-mail. The Agreement Administrator 2474 will investigate all disputed complaints and render a decision. 2475 22.01.4 Contractor’s service and emergency telephone numbers must be accessible by a 2476 local (City) phone number or toll-free number. The service telephone number(s) must be listed in the area’s 2477 telephone directories under Contractor’s name in the White Pages and available through an online search 2478 and listed on the Contractor’s website.
2479 Article 23. Quality of Performance of Contractor
2480 23.01 Intent. Contractor acknowledges and agrees that one of City’s primary goals in entering 2481 into this Agreement is to ensure that the Collection Services are of the highest caliber, that Service Recipient 2482 satisfaction remains at the highest level, that maximum diversion levels are achieved, and that materials 2483 Collected are put to the highest and best use to the extent possible. 2484 23.02 Service Supervisor. Contractor must assign a qualified supervisor to be in charge of the 2485 Collection Service within the Service Area and must provide the name of that person in writing to the 2486 Agreement Administrator within thirty (30) days prior to the effective date of this Agreement, and annually by January 1st 2487 of each subsequent Calendar Year of the term of this Agreement, and any other time the 2488 person in that position changes. The supervisor must be physically located in the Service Area and available 2489 to the Agreement Administrator through the use of telecommunication equipment at all times that Contractor 2490 is providing Collection Services. In the event the supervisor is unavailable due to illness or vacation, AR003386
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2491 Contractor must designate an acceptable substitute who will be available and who has the authority to act 2492 in the same capacity as the supervisor.
2493 23.03 Agreement Manager. Contractor must designate an Agreement Manager and must provide 2494 the name of that person in writing to City within thirty (30) days prior to the effective date of this Agreement and annually by January 1st 2495 of each subsequent Calendar Year of this Agreement and any other time the 2496 person in that position changes. The Contract Manager must be available to the City through the use of 2497 telecommunications equipment at all times that Contractor is providing Collection Services in the Service 2498 Area. The Contract Manager must provide City with an emergency phone number where the Contract 2499 Manager can be reached outside of normal business hours. 2500 23.04 Administrative Charges and Penalties. Quality performance by the Contractor is of primary 2501 importance. In respect of this, Contractor agrees to pay City administrative charges and penalties as detailed 2502 in Exhibit 11 should Contractor fail to meet its responsibilities under this Agreement. Should Contractor be 2503 in material breach of the requirements set forth in this Agreement, it is mutually understood and agreed that 2504 the public will necessarily suffer damages and that such damages, from the nature of the default in 2505 performance will be extremely difficult and impractical to fix. City finds, and the Contractor agrees, that as of 2506 the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the 2507 extent of damages which will be incurred by City as a result of a material breach by Contractor of its 2508 obligations under this Agreement. The factors relating to the impracticability of ascertaining damages 2509 include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are 2510 denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, 2511 frustration and deprivation of the benefits of this Agreement to individual members of the general public for 2512 whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are 2513 incapable of measurement in precise monetary terms; (iii) services might be available at substantially lower 2514 costs than alternative services, and the monetary loss resulting from denial of services or denial of quality 2515 or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this 2516 Agreement for such breaches, and other remedies are, at best, a means of future correction and not 2517 remedies which make the public whole for past breaches. 2518 23.05 Procedure for Review of Administrative Charges. The Agreement Administrator may 2519 assess administrative charges and penalties as specified in Exhibit 11 pursuant to this Agreement monthly. 2520 At the end of each month during the term of this Agreement, the Agreement Administrator will issue a written 2521 notice to Contractor (“Notice of Assessment”) of the administrative charges assessed and the basis for each 2522 assessment.
2523 23.05.1 The assessment will become final unless, within ten (10) calendar days of the date 2524 of the notice of assessment, Contractor provides a written request for a meeting with the City Manager to 2525 present evidence that the assessment should not be made. 2526 23.05.2 The Agreement Administrator will schedule a meeting between Contractor and the 2527 City Manager as soon as reasonably possible after timely receipt of Contractor’s request.

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2528 23.05.3 The City Manager will review Contractor’s evidence and render a decision 2529 sustaining or reversing the administrative charges as soon as reasonably possible after the meeting. Written 2530 notice of the decision will be provided to Contractor. 2531 23.05.4 In the event Contractor does not submit a written request for a meeting within ten 2532 (10) calendar days of the date of the Notice of Assessment, the Agreement Administrator’s determination 2533 will be final.
2534 23.05.5 City’s assessment or collection of administrative charges will not prevent City from 2535 exercising any other right or remedy, including the right to terminate this Agreement, for Contractor’s failure 2536 to perform the work and services in the manner set forth in this Agreement. 2537 23.06 Uncontrollable Circumstances.
2538 23.06.1 If either party is prevented from or delayed in performing its duties under this 2539 Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, 2540 acts of terrorism, landslides, lightning, forest fires, storms, floods, severe weather, freezing, earthquakes, 2541 other natural disasters, the threat of such natural disasters, pandemics (or threat of same), quarantines, civil 2542 disturbances, acts of the public enemy, wars, blockades, public riots, strikes, lockouts, or other labor 2543 disturbances, acts of government or governmental restraint or other causes, whether of the kind enumerated 2544 or otherwise, that are not reasonably within the control of the affected party, then the affected party will be 2545 excused from performance hereunder during the period of such disability. 2546 23.06.2 The party claiming excuse from performance must promptly notify the other party 2547 when it learns of the existence of such cause, including the facts constituting such cause, and when such 2548 cause has terminated.
2549 23.06.3 The interruption or discontinuance of services by a party caused by circumstances 2550 outside of its control will not constitute a default under this Agreement. 2551 Article 24. Performance Bond
2552 24.01 Performance Bond. Within ten (10) Business Days from the date the City Council approves 2553 this Agreement, Contractor must furnish to City, and keep current, a performance bond, for the faithful 2554 performance of this Agreement and all obligations arising hereunder in an amount as follows:
2555 24.01.1 From July 1, 2020 and so long as this Agreement or any extension thereof remains 2556 in force, Contractor must maintain a performance bond in the amount of two million dollars ($2,000,000). 2557 1. The performance bond must be executed by a surety company licensed 2558 to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard and Poor; 2559 and included on the list of surety companies approved by the Treasurer of the United States. 2560 2. In the event City draws on the bond, all of City’s costs of collection and 2561 enforcement of the Bond, including reasonable attorney’s fees and costs, must be paid by Contractor.

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2562 3. The Performance Bond must be renewed annually for the entire term of 2563 the Agreement and evidence must be provided to City annually. 2564 Article 25. Insurance
2565 25.01 Insurance Policies. Contractor must secure and maintain throughout the term of this 2566 Agreement insurance against claims for injuries to persons or damages to property which may arise from or 2567 in connection with Contractor’s performance of work or services under this Contract. Contractor’s 2568 performance of work or services includes performance by Contractor’s employees, agents, representatives 2569 and subcontractors.
2570 25.02 Minimum Scope of Insurance. Insurance coverage must be at least this broad:
2571 25.02.1 Insurance Services Office Form No. GL 0002 (Ed. 1/96) covering Comprehensive 2572 General Liability and Insurance Services Office Form No. GL 0404 covering Broad Form Comprehensive 2573 General Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form 2574 CG 0001), including X, C, U where applicable.
2575 25.02.2 Insurance Services Office Form No.CA 0001 (Ed. 12/93) covering Automobile 2576 Liability, code 1 “any auto”, or code 2 “owned autos” and endorsement CA 0025. Coverage must also include 2577 code 8, “hired autos” and code 9 “non-owned autos”. 2578 25.02.3 Workers’ Compensation insurance as required by the California Labor Code and 2579 Employers Liability Insurance.
2580 25.02.4 Environmental Pollution Liability Insurance. 2581 25.03. Minimum Limits of Insurance. Contractor must maintain insurance limits no less than:
2582 25.03.1. Comprehensive General Liability: $3,000,000 combined single limit per occurrence 2583 for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a 2584 general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement 2585 or the general aggregate limit must be $5,000,000. 2586 25.03.2 Automobile Liability: $10,000,000 combined single limit per accident for bodily injury 2587 and property damage.
2588 25.03.3 Workers’ Compensation and Employers Liability: Workers’ Compensation limits as 2589 required by the California Labor Code and Employers Liability limits of $3,000,000 per accident. 2590 25.03.4 Environmental Pollution Liability: $3,000,000 per occurrence and $5,000,000 2591 aggregate, with five (5) years tail coverage. Coverage shall include bodily injury or property damage arising 2592 out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of 2593 pollutants resulting from Contractor’s operations.

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2594 25.03.5 If Consultant maintains higher limits than the minimum shown above, the City 2595 requires and shall be entitled to coverage for the higher limits maintained by the Service Provider. Any 2596 available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be 2597 available to the City.
2598
2599 25.03 Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be 2600 declared to City’s risk manager. Should City form a reasonable belief that Contractor may be unable to pay 2601 any deductibles or self-insured retentions, Contractor must procure a bond guaranteeing payment of losses 2602 and related investigations, claim administration and defense expenses in an amount specified by City’s risk 2603 manager.
2604 25.04 Endorsements. The policies are to contain, or be endorsed to contain, the following 2605 provisions:
2606 25.04.1 General Liability, Automobile and Environmental Liability Coverage. 2607 1. City, its officers, employees, agents and contractors are to be covered as 2608 additional insureds as respects: Liability arising out of activities performed by, or on behalf of, Contractor; 2609 products and completed operations of Contractor; premises owned, leased or used by Contractor; and 2610 automobiles owned, leased, hired or borrowed by Contractor. The coverage must contain no special 2611 limitations on the scope of protection afforded to City, its officers, employees, agents and contractors. 2612 2. Contractor’s insurance coverage must be primary insurance as respects 2613 City, its officers, employees, agents and contractors. Any insurance, or self-insurance maintained by City, 2614 its officers, employees, agents or contractors will be in excess of Contractor’s insurance and will not 2615 contribute with it.
2616 3. Any failure to comply with reporting provisions of the policies will not affect 2617 coverage provided to City, its officers, employees, agents, or contractors. 2618 4. Coverage must State that Contractor’s insurance will apply separately to 2619 each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s 2620 liability.
2621 25.04.2 All Coverage. Each insurance policy required by this Agreement must be endorsed 2622 to State that coverage may not be canceled except after thirty (30) calendar days (ten (10) days in the event 2623 of cancellation for non-payment) prior written notice has been given to City. Moreover, Contractor will not 2624 order the cancellation of any required insurance policy or change in insurance policy limits without thirty (30) 2625 days prior written notice to City by Contractor.
2626 25.05 Acceptability of Insurers. Insurance is to be placed with insurers having an A.M. Best rating 2627 of A-/VII or better.

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2628 25.06 Verification of Coverage. Contractor must furnish City with certificates of insurance and 2629 with original endorsements affecting coverage required by this Agreement. The certificates and endorsement 2630 for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its 2631 behalf. Contractor must furnish City with a new certificate of insurance and endorsements on each renewal 2632 of coverage or change of insurers.
2633 25.06.1 Proof of insurance must be mailed to the following address or any subsequent 2634 address as may be directed by the City:
2635 City of Thousand Oaks Public Works Department
2636 Attn: Sustainability Division Manager
2637 2100 Thousand Oaks Blvd.
2638 Thousand Oaks, CA 91362
2639 25.07 Subcontractors. Contractor must include all subcontractors performing services in the City 2640 as insureds under its policies or subcontractors must obtain separate certificates and endorsements. 2641 25.08 Modification of Insurance Requirements. The insurance requirements provided in this 2642 Agreement may be modified or waived by City’s risk manager, in writing, upon the request of Contractor if 2643 City’s risk manager determines such modification or waiver is in the best interest of City considering all 2644 relevant factors, including exposure to City.
2645 25.09 Rights of Subrogation. All required insurance policies must preclude any underwriter's 2646 rights of recovery or subrogation against City with respect to matters related to Contractor’s performance of 2647 its obligations under this Agreement, with the express intention of the parties being that the required 2648 insurance coverage protects both parties as the primary coverage for any and all losses covered by the 2649 above-described insurance. Contractor must ensure that any companies issuing insurance to cover the 2650 requirements contained in this Agreement agree that they will have no recourse against City for payment or 2651 assessments in any form on any policy of insurance. The clauses ‘Other Insurance Provisions’ and ‘Insured 2652 Duties in the Event of an Occurrence, Claim or Suit’ as it appears in any policy of insurance in which City is 2653 named as an additional insured will not apply to City. 2654 Article 26. Hold Harmless and Indemnification
2655
2656 26.01 Hold Harmless for Consultant's Damages. Contractor holds City, its elected officials, 2657 officers, agents, employees and volunteers, harmless from all of Contractor’s claims, demands, lawsuits, 2658 judgments, damages, losses, injuries or liability to Contractor, to Contractor’s employees, to Contractor’s 2659 contractors or subcontractors, or to the owners of Contractor’s firm, which damages, losses, injuries or 2660 liability occur during the work or services required under this Agreement, or performance of any activity or 2661 work required under this Agreement.

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2662
2663 26.02 Defense and Indemnity of Third Party Claims/Liability. Contractor shall indemnify, defend 2664 with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers 2665 from and against all liability including, but not limited to, loss, damage, expense, cost (including without 2666 limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature 2667 arising out of or in connection with Contractor’s negligence, recklessness or willful misconduct in the 2668 performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, 2669 except such loss or damage which is caused by the active negligence or willful misconduct of City. Should 2670 conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or 2671 should City otherwise find Contractor’s legal counsel unacceptable, then Contractor shall reimburse City its 2672 costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs 2673 and fees of litigation. The Contractor shall promptly pay City any final judgment rendered against City (and 2674 its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have 2675 been the result of Contractor’s negligent, reckless or wrongful performance. It is expressly understood and 2676 agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of 2677 the State of California and will survive termination of this Agreement. 2678 26.02.1 Contractor’s obligations under this section apply regardless of whether or not such 2679 claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or 2680 penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the 2681 rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold 2682 harmless City for liability attributable to the active negligence of City, provided such active negligence is 2683 determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances 2684 where City is shown to have been actively negligent and where City’s active negligence accounts for only a 2685 percentage of the liability involved, the obligation of the Contractor will be for that entire portion or percentage 2686 of liability not attributable to the active negligence of City. 2687
2688 26.03 Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, 2689 defense or hold harmless rights under this section because of the acceptance by City, or the deposit with 2690 City, of any insurance certificates or policies described in Section 25. 2691
2692 26.04 Diversion Indemnification. Subject to the requirements of Public Resources Code section 2693 40059.1, which will control in the event of any conflict with the provisions of this Section, Contractor agrees 2694 to protect and defend City Indemnitees with counsel selected by Contractor and approved by City, to pay all 2695 attorneys’ fees, and to indemnify and hold City Indemnitees harmless from and against all fines or penalties 2696 imposed by the California Integrated Waste Management Board if the diversion goals specified in California 2697 Public Resources Code section 41780, as it may be amended, are not met by City with respect to the 2698 Materials Collected by Contractor and if the lack in meeting such goals are attributable to the failure of 2699 Contractor to implement and operate the recycling or diversion programs or undertake the related activities 2700 required by this Agreement. In the event CalRecycle provides an administrative process to challenge the AR003392
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2701 imposition of a compliance order or a fine or fines, Contractor will be responsible for engaging any 2702 consultants or attorneys necessary to represent City in any challenge. Contractor will be responsible for the 2703 retention of and payment to any consultants engaged to perform waste generation studies (diversion and 2704 disposal). All consultants and attorneys engaged hereunder are subject to the agreement of City and 2705 Contractor.
2706 26.05 Hazardous Substances Indemnification. CONTRACTOR agrees to indemnify, defend 2707 (with counsel reasonably approved by CITY), protect and hold harmless the City Indemnitees from and 2708 against any and all Claims of any kind whatsoever paid, suffered or incurred by or against the City 2709 Indemnitees resulting from any repair, cleanup, removal action or response action undertaken pursuant to 2710 CERCLA, the Health & Safety Code or other similar Federal, State or local law or regulation, with respect to 2711 Solid Waste or Household Hazardous Waste Collected and Disposed of by CONTRACTOR. The foregoing 2712 indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 2713 of the Health & Safety Code to defend, protect, hold harmless and indemnify the City Indemnitees from all 2714 forms of liability under CERCLA, the Health & Safety Code or other similar Federal, State or local law or 2715 regulation.
2716 26.06 Proposition 218 Release. City intends to comply with all applicable laws concerning the 2717 Maximum Service Rates provided under this Agreement. Upon thorough analysis, the parties have made a 2718 good faith determination that the Maximum Service Rates for the Solid Waste Collection Services provided 2719 under this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among 2720 other reasons, such services are provided by a private corporation and not by City pursuant to Article 5, 2721 Contractor independently establishes the rates for services within the limits established in this Agreement, 2722 the receipt of services is voluntary and not required of any property within City, and any owner or Service 2723 Recipient of property within City has the opportunity to avoid the services available under this Agreement 2724 either through self-hauling or use of property in such a manner that Solid Waste is not generated. 2725 Accordingly, Contractor agrees to hold harmless and release the City Indemnitees from and against any and 2726 all claims Contractor may have against the City Indemnitees resulting in any form from the Maximum Service 2727 Rates provided for under this Agreement or in connection with the application of California Constitution 2728 Article XIIIC and Article XIIID to the imposition, payment or collection of the rates under this Agreement. 2729 This Section will survive the expiration or termination of this Agreement for Claims arising prior to the 2730 expiration or termination of this Agreement.
2731 26.07 Consideration. It is specifically understood and agreed that the consideration inuring to 2732 Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and 2733 responsibilities contained in this Agreement.
2734 26.08 Obligation. This Agreement obligates Contractor to comply with the foregoing 2735 indemnification and release provisions; however, the collateral obligation of providing insurance must also 2736 be complied with as set forth in this Agreement.

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2737 26.09 Subcontractors. Contractor must require all subcontractors performing work in the City to 2738 enter into a contract containing the provisions set forth in Section 25.01 in which contract the subcontractor 2739 fully indemnifies City in accordance with this Agreement. 2740 26.10 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to 2741 indemnify, hold harmless and defend City, its officers and employees will not extend to any loss, liability, 2742 penalty, damage, action or suit arising or resulting solely from acts or omissions constituting active 2743 negligence, willful misconduct, material breach of this Agreement, or violation of law on the part of City, its 2744 officers or employees.
2745 26.11 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, 2746 damage or loss to City property, including but not limited to City streets or curbs, excluding normal wear and 2747 tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage or loss. 2748 Such reimbursement is not in derogation of any right of City to be indemnified by Contractor for any such 2749 injury, damage or loss. With the prior written approval of City, Contractor may repair the damage at 2750 Contractor’s sole cost and expense. Any injury, damage or loss to private property caused by the negligent 2751 or willful acts or omissions of CONTRACTOR to private property must be repaired or replaced by 2752 CONTRACTOR at CONTRACTOR’S sole expense. Disputes between CONTRACTOR and its Service 2753 Recipients or private property owners as to damage to private property are civil matters and complaints of 2754 damage will be referred to CONTRACTOR as a matter within its sole responsibility and as a matter within 2755 the scope of Section 25.01 [Indemnification].
2756 Article 27. Default of Agreement
2757 27.01 Termination. City may cancel this Agreement, except as otherwise provided below in this 2758 Section, by giving Contractor thirty (30) calendar days advance written notice, to be served as provided in 2759 this Agreement, upon the happening of any one of the following events:
2760 27.01.1 Contractor takes the benefit of any present or future insolvency statute, or makes 2761 a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy (court) or a petition 2762 or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the 2763 Federal bankruptcy laws or under any other law or statute of the United States or any State thereof, or 2764 consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 2765 27.01.2 By order or decree of a court, Contractor is adjudged bankrupt or an order is made 2766 approving a petition filed by any of its creditors or by any of the stockholders of Contractor, seeking its 2767 reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law 2768 or statute of the United States or of any State thereof, provided that if any such judgment or order is stayed 2769 or vacated within sixty (60) calendar days after the entry thereof, any notice of default will be and become 2770 null, void and of no effect; unless such stayed judgment or order is reinstated in which case, such default 2771 will be deemed immediate; or
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2772 1. By, or pursuant to, or under the authority of any legislative act, resolution 2773 or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a 2774 receiver, trustee or liquidator takes possession or control of all or substantially all of the property of 2775 Contractor, and such possession or control continues in effect for a period of sixty (60) calendar days; or 2776 27.01.3 Contractor has defaulted, by failing or refusing to pay in a timely manner the 2777 administrative charges or other monies due City and such default is not cured within thirty (30) calendar 2778 days of receipt of written notice by City to do so; or 2779 27.01.4 Contractor has defaulted by allowing any final judgment for the payment of money 2780 owed to City to stand against it unsatisfied and such default is not cured within thirty (30) calendar days of 2781 receipt of written notice by City to do so; or
2782 27.01.5 In the event that the monies due City under Section 27.01.3 above or an unsatisfied 2783 final judgment under Section 27.01.4 above is the subject of a judicial proceeding, Contractor will not be in 2784 default if the sum of money is bonded. All bonds must be in the form acceptable to the City Attorney; or 2785 27.01.6 Contractor has defaulted, by failing or refusing to perform or observe the terms, 2786 conditions or covenants in this Agreement or any of the rules and regulations promulgated by City pursuant 2787 thereto or has wrongfully failed or refused to comply with the instructions of the Agreement Administrator 2788 relative thereto and such default is not cured within thirty (30) calendar days of receipt of written notice by 2789 City to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) 2790 calendar days following receipt by Contractor of written demand from City to do so, Contractor fails to 2791 commence the remedy of such default within such thirty (30) calendar days following such written notice or 2792 having so commenced fails thereafter to continue with diligence the curing thereof (with Contractor having 2793 the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) calendar days, and 2794 (b) that it is proceeding with diligence to cure such default, and such default will be cured within a reasonable 2795 period of time). However, notwithstanding anything contained herein to the contrary, for the failure of 2796 Contractor to provide Collection Services for a period of three (3) consecutive Work Days, City may secure 2797 Contractor's records on the fourth (4th) Work Day in order to provide interim Collection services until such 2798 time as the matter is resolved and Contractor is again able to perform pursuant to this Agreement; provided, 2799 however, if Contractor is unable for any reason or cause to resume performance at the end of thirty (30) 2800 calendar days all liability of City under this Agreement to Contractor will cease and this Agreement may be 2801 terminated by City.
2802 27.02 Violations. Notwithstanding the foregoing and as supplemental and additional means of 2803 termination of this Agreement under this Article, in the event that Contractor's record of performance shows 2804 that Contractor has defaulted in the performance of any of the covenants and conditions required herein to 2805 be kept and performed by Contractor three (3) or more times in any twenty-four (24) month period, and 2806 regardless of whether the Contractor has corrected each individual condition of default, Contractor will be 2807 deemed a "habitual violator", will be deemed to have waived the right to any further notice or grace period 2808 to correct, and all such defaults will be considered cumulative and collectively will constitute a condition of AR003395
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2809 irredeemable default. City will thereupon issue Contractor a final warning citing the circumstances therefore, 2810 and any single default by Contractor of whatever nature, subsequent to the occurrence of the last of such 2811 cumulative defaults, will be grounds for immediate termination of the Agreement. In the event of any such 2812 subsequent default, City may terminate this Agreement upon giving of written final notice to Contractor, such 2813 cancellation to be effective upon the date specified in City's written notice to Contractor, and all contractual 2814 fees due hereunder plus any and all charges and interest will be payable to such date, and Contractor will 2815 have no further rights hereunder. Immediately upon the specified date in such final notice Contractor must 2816 cease any further performance under this Agreement. 2817 27.03 Effective Date. In the event of any the events specified above, and except as otherwise 2818 provided in such subsections, termination will be effective upon the date specified in City's written notice to 2819 Contractor and upon such date this Agreement will be deemed immediately terminated and upon such 2820 termination, except for payment of services rendered up to and including the date of termination, all liability 2821 of City under this Agreement to Contractor will cease, and City will have the right to call the performance 2822 bond and will be free to negotiate with other contractors for the operation of interim and long-term Collection 2823 Services. Contractor must reimburse City for all direct and indirect costs of providing any interim Collection 2824 Services as a result of Contractor’s default in this Agreement. 2825 27.04 Immediate Termination. City may terminate this Agreement immediately upon written 2826 notice to Contractor in the event Contractor: (a) fails to provide and maintain the performance bond as 2827 required by this Agreement, (b) fails to obtain or maintain insurance policies endorsements as required by 2828 this Agreement, (c) fails to provide the proof of insurance as required by this Agreement, or (d) offers or 2829 gives any gift to a City official or employee prohibited by City’s Municipal Code. 2830 27.05 Termination Cumulative. City’s right to terminate this Agreement is cumulative to any other 2831 rights and remedies provided by law or by this Agreement. 2832 27.06 Alternative Service. Should Contractor, for any reason, except the occurrence or existence 2833 of any of the events or conditions set forth in Section 23.06 [Uncontrollable Circumstances], refuse or be 2834 unable for a period of more than forty-eight (48) hours, to Collect a material portion or all of the Solid Waste 2835 which it is obligated under this Agreement to Collect, and as a result, Solid Waste should accumulate in City 2836 to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable exercise of 2837 the City Manager's discretion, should find that such accumulation endangers or menaces the public health, 2838 safety or welfare, then City will have the right to Agreement with another Solid Waste enterprise to Collect 2839 any or all Solid Waste which Contractor is obligated to Collect pursuant to this CONTRACT. City must 2840 provide twenty-four (24) hours prior written notice to Contractor during the period of such event, before 2841 contracting with another Solid Waste enterprise to Collect any or all Solid Waste that Contractor would 2842 otherwise collect pursuant to this Agreement for the duration of period during which Contractor is unable to 2843 provide such services. In such event, Contractor must undertake commercially reasonable efforts to identify 2844 sources from which such substitute Solid Waste services are immediately available and must reimburse City AR003396
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2845 for all of its expenses for such substitute services during period in which Contractor is unable to provide 2846 Collection services required by this Agreement.
2847 Article 28. Modifications to the Agreement
2848 28.01 City-Directed Change. City has the power to make changes in this Agreement to impose 2849 new rules and regulations on Contractor under this Agreement relative to the scope and methods of providing 2850 Collection Services as may from time-to-time be necessary and desirable for the public welfare. The size of 2851 Collection Containers specified herein for Bundled Service are designed to meet the requirements of the 2852 State’s recycling mandates including AB 341, AB 1826 and SB 1383, and to be appropriate for the 2853 capabilities and capacities of available Materials Recovery Facilities and Organics Waste Processing 2854 Facilities at the start of this Agreement. The capabilities and capacities of such facilities may change during 2855 the term of this Agreement; as such City reserves the right to redirect materials to alternate facilities and 2856 change the designated sizes of Carts and/or Bins in Bundled Services in accordance with any such changes. 2857 City will give the Contractor notice of any proposed change and an opportunity to be heard concerning those 2858 matters, and agrees to adjust Maximum Service Rates to reflect additional costs borne by Contractor. The 2859 scope and method of providing Collection Services as referenced herein will be liberally construed to include 2860 procedures, operations and obligations, financial or otherwise, of Contractor. When such modifications are 2861 made to this Agreement, City and Contractor will negotiate in good faith, a reasonable and appropriate 2862 compensation adjustment for any increase or decrease in the services or other obligations required of 2863 Contractor due to any modification in the Agreement under this Article. City and Contractor will not 2864 unreasonably withhold agreement to such compensation adjustment. Should agreement between City and 2865 Contractor on compensation adjustment not be reached within six months of the change request, or other 2866 period as agreed upon by both parties, City shall have the right to seek services under modified conditions 2867 elsewhere.
2868 28.01.1 Change in Law. City and Contractor understand and agree that the California 2869 Legislature has the authority to make comprehensive changes in Solid Waste Collection legislation, and that 2870 these and other changes in Applicable Law in the future which mandate certain actions or programs for 2871 counties, municipalities or Contractor may require changes or modifications in some of the terms, conditions 2872 or obligations under this Agreement. Contractor agrees that the terms and provisions of the City of Thousand 2873 Oaks Municipal Code, as it now exists or as it may be amended in the future, will apply to all of the provisions 2874 of this Agreement and the Service Recipients of Contractor located within the Service Area. In the event any 2875 future change in Federal law or regulations, State or local law of regulation, or the City Code materially alters 2876 the obligations of Contractor, then the affected Maximum Service Rates, as established in Exhibit 1 of this 2877 Agreement will be adjusted in accordance with Section 4.06.3. Nothing contained in this Agreement will 2878 require any party to perform any act or function contrary to law. City and Contractor agree to enter into good 2879 faith negotiations regarding modifications to this Agreement which may be required in order to implement 2880 changes in the interest of the public welfare or due to Change in Law. When such modifications are made 2881 to this Agreement, City and Contractor will negotiate in good faith, a reasonable and appropriate AR003397
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2882 compensation adjustment for any increase or decrease in the services or other obligations required of 2883 Contractor due to any Change in Law or modification in the Agreement under this Article. City and Contractor 2884 will not unreasonably withhold agreement to such compensation adjustment. Should agreement between 2885 City and Contractor on compensation adjustment not be reached within six months of the change request, 2886 or other period as agreed upon by both parties, City shall have the right to terminate Agreement and seek 2887 services under modified conditions elsewhere.
2888 Article 29. Legal Representation
2889 29.01 Acknowledgement. It is acknowledged that each party was, or had the opportunity to be, 2890 represented by counsel in the preparation of and contributed equally to the terms and conditions of this 2891 Agreement and, accordingly, the rule that a contract will be interpreted strictly against the party preparing 2892 the same will not apply due to the joint contributions of both parties. 2893 Article 30. Conflict of Interest
2894 30.01 Financial Interest. Consultant is unaware of any City employee or official that has a 2895 financial interest in Consultant's business. During the term of this Agreement and/or as a result of being 2896 awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in 2897 Consultant's business by any City employee or official. 2898 Article 31. Contractor's Personnel
2899 31.01 Displaced Employees. Contractor shall offer employment to all qualified displaced 2900 employees of the City’s two franchisees from the prior Exclusive Solid Waste Franchise Agreement. 2901 Contractors must retain these displaced employees for a period of not less than 90 days, as provided for in 2902 Chapter 4.6, Sections 1070 through 1076 of the California Labor Code. 2903 31.02 Contractor shall make information about wage rates, benefits and job classifications of 2904 employees available to the City prior to any subsequent procurement for solid waste collection. 2905 31.03 Personnel Requirements. Contractor must employ and assign qualified personnel to 2906 perform all services required under this Agreement. Contractor is responsible for ensuring that its employees 2907 comply with all Applicable Laws related to their employment and position. 2908 31.03.1 City may request the transfer of any employee of Contractor who materially 2909 violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the performance of 2910 his or her duties under this Agreement.
2911 31.03.2 Contractor’s field operations personnel are required to wear a clean uniform shirt 2912 bearing Contractor’s name. Contractor’s employees, who normally come into direct contact with the public, 2913 including drivers, must bear some means of individual photographic identification such as a name tag or 2914 identification card.

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2915 31.03.3 Each driver of a Collection Vehicle must at all times carry a valid California driver's 2916 license and all other required licenses for the type of vehicle that is being operated. 2917 31.03.4 Each driver of a Collection Vehicle must at all times comply with all applicable State 2918 and Federal laws, regulations and requirements.
2919 31.03.5 Contractor’s employees, officers, and agents may not identify themselves or in any 2920 way represent themselves as being employees or officials of City. 2921 Article 32. Exempt Waste
2922 32.01 Contractor is not required to Collect or dispose of Exempt Waste but may offer such 2923 services. All such Collection and disposal of Exempt Waste is not regulated under this Agreement, but if 2924 provided by Contractor must be in strict compliance with all Applicable Laws. 2925 Article 33. Independent Contractor
2926 33.01 In the performance of services pursuant to this Agreement, Contractor is an independent 2927 contractor and not an officer, agent, servant or employee of City. Contractor will have exclusive control of 2928 the details of the services and work performed and over all persons performing such services and work. 2929 Contractor is solely responsible for the acts and omissions of its officers, agents, employees, contractors 2930 and subcontractors, if any. Neither Contractor nor its officers, employees, agents, contractors or 2931 subcontractors will obtain any right to retirement benefits, Workers Compensation benefits, or any other 2932 benefits which accrued to City employees and Contractor expressly waives any claim to such benefits. 2933 33.02 Subcontractors. Contractor will require all subcontractors performing work in the City to 2934 enter into a contract containing the provisions set forth in the preceding subsection in which contract the 2935 subcontractor agrees that Contractor and subcontractor are independent contractors and have no other 2936 agency relationship with City.
2937 33.03 Contractor must list in Exhibit 5 any Subcontractors to be used for any and all services 2938 (e.g. education and outreach, street sweeping, billing, customer service etc. including optional services – 2939 HHW Home Collection Program and Catch Basin and Drop Inlet Cleaning and Maintenance). 2940 Subcontractors are subject to approval by the City. Subcontractors must have all applicable federal, county, 2941 and/or City licenses for the work they are assigned to perform. 2942 Article 34. Laws to Govern
2943 34.01 The law of the State of California governs the rights, obligations, duties and liabilities of 2944 City and Contractor under this Agreement and govern the interpretation of this Agreement. 2945 Article 35. Consent to Jurisdiction
2946 35.01 The parties agree that any litigation between City and Contractor concerning or arising out 2947 of this Contract must be filed and maintained exclusively in the Superior Courts of Ventura County, State of AR003399
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2948 California, or in the United States District Court for the Central District of California to the fullest extent 2949 permissible by law. Each party consents to service of process in any manner authorized by California law. 2950 Article 36. Assignment
2951 36.01 No assignment of this Agreement or any right occurring under this Agreement may be 2952 made in whole or in part by Contractor without the express prior written consent of the City. City will have 2953 full discretion to approve or deny, with or without cause, any proposed or actual assignment by the 2954 Contractor. Any assignment of this Agreement made by Contractor without the express written consent of 2955 the City will be null and void and will be grounds for City to declare a default of this Agreement and 2956 immediately terminate this Agreement by giving written notice to Contractor, and upon the date of such 2957 notice Contract will be deemed immediately terminated, and upon such termination all liability of City under 2958 this Contract to Contractor will cease, and City will have the right to call the performance bond and will be 2959 free to negotiate with other contractors, for the services that are the subject of this Agreement. In the event 2960 of any assignment approved by City, the assignee must fully assume all the liabilities of Contractor by way 2961 of an assignment and assumption agreement. Notwithstanding the above, an assignment to an affiliate of 2962 Contractor may be undertaken upon notice to City, but without the requirement for its approval. For purposes 2963 of this provision, “affiliate” means any person or legal entity that, directly or indirectly, controls, is controlled 2964 by, or is under common control with Contractor.
2965 36.02 The use of a subcontractor to perform services under this Contract will not constitute 2966 delegation of Contractor’s duties provided that Contractor has received prior written authorization from the 2967 Agreement Administrator to subcontract such services and the Agreement Administrator has approved a 2968 subcontractor who will perform such services. Contractor will be responsible for directing the work of 2969 Contractor’s subcontractors and any compensation due or payable to Contractor’s subcontractor will be the 2970 sole responsibility of Contractor. The Agreement Administrator will have the right to require the removal of 2971 any approved subcontractor for reasonable cause. The subcontractors listed in Exhibit 5, if any, are hereby 2972 approved by the City.
2973 Article 37. Compliance with Laws
2974 37.01 In the performance of this Contractor, Contractor must comply with all Applicable Laws, 2975 including, without limitation, the Thousand Oaks Municipal Code. 2976 37.02 City shall provide written notice to Contractor of any planned amendment of the Thousand 2977 Oaks Municipal Code that would substantially affect the performance of Contractor’s services pursuant to 2978 this Agreement. Such notice must be provided at least thirty (30) calendar days prior to the City Council’s 2979 approval of such an amendment.
2980 Article 38. Permits and Licenses
2981 38.01 Contractor shall obtain, at its own expense, all permits, and licenses required by law or 2982 ordinance and maintain same in full force and effect throughout the term of this Agreement. Contractor must AR003400
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2983 provide proof of such permits, licenses or approvals and must demonstrate compliance with the terms and 2984 conditions of such permits, licenses and approvals upon the request of the Agreement Administrator. 2985 38.02 The Contractor must have a valid City of Thousand Oaks Business Tax Certificate 2986 throughout the term of the Franchise Agreement.
2987 Article 39. Ownership of Written Materials
2988 39.01 Contractor hereby grants City a non-exclusive license as to all reports, documents, 2989 brochures, public education materials, and other similar written, printed, electronic or photographic materials 2990 developed by Contractor at the request of City or as required under this Agreement, and intended for public 2991 use, without limitation or restrictions on the use of such materials by City. Contractor may not use such 2992 materials that specifically reference City for other purposes without the prior written consent of the 2993 Agreement Administrator. This Article 35 does not apply to ideas or concepts described in such materials 2994 and does not apply to the format of such materials. 2995 Article 40. Waiver
2996 40.01 Waiver by City or Contractor of any breach for violation of any term covenant or condition 2997 of this Agreement will not be deemed to be a waiver of any other term, covenant or condition or any 2998 subsequent breach or violation of the same or of any other term, covenant or condition. The subsequent 2999 acceptance by City of any fee, tax, or any other monies which may become due from Contractor to City will 3000 not be deemed to be a waiver by City of any breach for violation of any term, covenant or condition of this 3001 Agreement.
3002 Article 41. Prohibition Against Gifts
3003 41.01 Contractor represents that Contractor is familiar with City’s prohibition against the 3004 acceptance of any gift by a City officer or designated employee. Contractor may not offer any City officer or 3005 designated employee any gifts prohibited by the City. 3006 Article 42. Point of Contact
3007 42.01 The day-to-day dealings between Contractor and City will be between Contractor and the 3008 Agreement Administrator.
3009 Article 43. Notices
3010 43.01 Except as provided in this Agreement, whenever either party desires to give notice to the 3011 other, it must be given by written notice addressed to the party for whom it is intended, at the place last 3012 specified and to the place for giving of notice in compliance with the provisions of this Section. For the 3013 present, the parties designate the following as the respective persons and places for giving of notice:
3014 As to the City:

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3015
3016 Public Works Director
3017 City of Thousand Oaks Public Works Dept.
3018 2100 Thousand Oaks Blvd.
3019 Thousand Oaks, CA 91362
3020 Telephone: (805) 449-2399
3021 email: [email protected]
3022 As to the Contractor:
3023
3024
3025 43.02 Notices will be effective when received at the address as specified above. Changes in the 3026 respective address to which such notice is to be directed may be made by written notice. 3027 43.03 Notice by City to Contractor of a Collection or other Service Recipient problem or complaint 3028 may be given to Contractor orally by telephone at Contractor’s local office with confirmation sent to 3029 Contractor through the Customer Service System by the end of the Work Day. 3030 Article 44. Transition to Next Contractor
3031 44.01 In the event Contractor is not awarded an extension or new contract to continue to provide 3032 Collection Services following the expiration or early termination of this Agreement, Contractor will cooperate 3033 fully with City and any subsequent contractors to assure a smooth transition of services described in this 3034 Agreement. Such cooperation will include but not be limited to transfer of computer data, files and tapes; 3035 providing routing information, route maps, vehicle fleet information, and list of Service Recipients; providing 3036 a complete inventory of all Collection Containers; providing adequate labor and equipment to complete 3037 performance of all Collection Services required under this Agreement; taking reasonable actions necessary 3038 to transfer ownership of carts and bins, as appropriate, to City; including transporting such containers to a 3039 location designated by the Agreement Administrator; coordinating Collection of Materials set out in new 3040 containers if new containers are provided for a subsequent Agreements and providing other reports and 3041 data required by this Agreement.
3042 Article 45. Contractor’s Records
3043 45.01 Contractor shall keep and preserve, during the Term of this Agreement, full, complete, and 3044 accurate financial and accounting records, pertaining to cash, billing and disposal transactions for the 3045 franchise area, prepared on an accrual basis in accordance with generally accepted accounting principles. 3046 These records and reports are necessary for the City to properly administer and monitor the Agreement and 3047 to assist the City in meeting the requirements of the Act. The Contractor shall keep and preserve, during 3048 the Term of this Agreement, and for a period of not less than four (4) years following expiration or other AR003402
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3049 termination hereof or for any longer period required by law, full, complete and accurate records as indicated 3050 in the Agreement.
3051 45.02 Any records or documents required to be maintained pursuant to this Agreement must be 3052 made available for inspection or audit for the purposes set forth in Section 15.02.3, at any time during regular 3053 business hours, upon written request by the Agreement Administrator, the City Attorney, City Auditor, City 3054 Manager, or a designated representative of any of these officers. Copies of such documents will be provided 3055 to City electronically, available to City for inspection at the local Contractor office, or an alternate site if 3056 mutually agreed upon.
3057 45.02.1 Contractor acknowledges that City is legally obligated to comply with the California 3058 Public Records Act (“CPRA”). City acknowledges that Contractor may consider certain records, reports, or 3059 information contained therein, (“Records”) which Contractor is required to provide to City under this 3060 AGREEMENT, to be of a proprietary or confidential nature. In such instances, Contractor will inform City in 3061 writing of which records are considered propriety or confidential and shall identify the statutory exceptions 3062 to disclosure provided under the CPRA that legally permit non-disclosure of the Records. At such time as 3063 City receives a request for records under the CPRA or Federal Freedom of Information Act (“FOIA”) or a 3064 subpoena or other court order requesting disclosure of the Records, City will notify Contractor of the request, 3065 subpoena or order and of City’s obligation and intent to provide a response within ten (10) calendar days. 3066 Contractor shall within five (5) calendar days either: (i) consent in writing to the disclosure of the Records; 3067 or (ii) seek and obtain, at Contractor’s sole cost and expense, the order of a court of competent jurisdiction 3068 staying or enjoining the disclosure of the Records. If Contractor fails to timely respond, then City may 3069 proceed to disclosure the Records in which event Contractor agrees waives and releases City of any liability 3070 for the disclosure of the Records
3071 45.03 Where City has reason to believe that such records or documents may be lost or discarded 3072 in the event of the dissolution, disbandment or termination of Contractor’s business, City may, by written 3073 request or demand of any of the above named officers, require that custody of the records be given to City 3074 and that the records and documents be maintained in City Hall. Access to such records and documents will 3075 be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor3076 in-interest. 3077 Article 46. Entire Agreement
3078 46.01 This Agreement and the attached Exhibits constitute the entire Agreement and 3079 understanding between the parties, and the Agreement will not be considered modified, altered, changed or 3080 amended in any respect unless in writing and signed by the parties. 3081 Article 47. Severability
3082 47.01 If any provision of this Agreement or the application of it to any person or situation is to any 3083 extent held invalid or unenforceable, the remainder of this Agreement and the application of such provisions AR003403
Solid Waste Collection Services Agreement Dated: January 1, 2022