Ukiah City Council
September 18, 2024

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WORKER'S COMPENSATION CERTIFICATE
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or undertake self-insurance in accordance with the provisions of that code and I will comply with such provisions before commencing the performance of the work of this contract.

Witness my hand this________ day of _______________, 20____ Signature of Bidder, with Business Address:
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________

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CERTIFICATION OF NONDISCRIMINATION IN EMPLOYMENT
The bidder represents that he or she has/has not, participated in a previous contract or subcontract subject to either the equal opportunity clause herein or the clause contained in Section 301 of Executive Order 10925; that he or she has/has not, filed all required compliance reports; and that representations indicating submission of required compliance prior to subcontract awards.

Signature and address of Bidder:
__________________________________________________ Date_____________ __________________________________________________
__________________________________________________
__________________________________________________
(This certification shall be executed by the bidder in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.)

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LIST OF PROPOSED SUBCONTRACTORS
In compliance with the provisions of Sections 4100-4108 of the California Public Contract Code and any amendments thereof, each bidder shall set forth (a) the name and location of the place of business of each subcontractor who will perform work or labor or render service in or about the construction site or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications in an amount in excess of one-half of 1 percent of the total bid and (b) the California Contractor License Number for each subcontractor, and (c) the portion of the work to be done by each subcontractor.(See General Conditions Section 1-09.) Include with the name of each sub-contractor their Department of Industrial Relations Public Works Contractor Registration Number.

SUBCONTRACTOR
NAME

SUBCONTRACTOR

LICENSE NUMBER

SUBCONTRACTOR
DIR

REGISTRATION
NUMBER

SUBCONTRACTOR

BUSINESS

ADDRESS

DESCRIPTION

OF WORK

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STATEMENT OF EXPERIENCE OF BIDDER
The bidder is required to state below what work of similar magnitude or character he or she has done and to give references that will enable the City Council to judge of his or her experience, skill and business standing and his or her ability to conduct work as completely and rapidly as required under the terms of the contract. ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________

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SIGNATURE(S) OF BIDDER
Accompanying this proposal is ___________________________________ (insert the words "cash ($)", "cashier's check" or "bidder's bond", as the case may be) in an amount equal to at least 10 percent of the bid.

The names of all persons interested in the foregoing proposal as principals are as follows:

IMPORTANT NOTICE: If bidder or other interested person is a corporation, provide the legal name of corporation and also the names of the president, secretary, treasurer and manager thereof. If a co-partnership, provide the true name of firm and also the names of all individual co-partners composing the firm. If bidder or other interested person is an individual, provide the first and last names in full. _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Licensed in accordance with an act providing for the registration of Contractors:

License No. ______________________________, License Expiration Date .

Signature(s) of Bidder: ______________________________________________ ______________________________________________
______________________________________________
NOTE: If bidder is a corporation, the legal name of the corporation shall be set forth above together with the signature of the officer or officers authorized to sign contracts on behalf of the corporation; if bidder is a co-partnership, the true name of the firm shall be set forth above together with the signature of the partner or partners authorized to sign contracts in behalf of the co-partnership; and if bidder is an individual, his or her signature shall be placed above. If a member of a partnership, a Power of Attorney must be on file with the Department prior to opening bids or submitted with the bid; otherwise, the bid will be disregarded as irregular and unauthorized.

Business address: ___________________________________________________ ___________________________________________________
Place of residence: ___________________________________________________ ___________________________________________________
Dated: __________________

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CITY OF UKIAH
Mendocino County, California

BIDDER'S BOND

KNOW ALL MEN BY THESE PRESENTS,
That we, ______________________________________________________________ ________________________________________________________________, as PRINCIPAL and ________________________________________________________________ ________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah in the penal sum of 10 PERCENT OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the City of Ukiah, as the case may be, for the work described below, for the payment of which sum in lawful money of the United States, well and truly to be made, to the City Clerk to which said bid was submitted, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. In no case shall the liability of the surety hereunder exceed the sum of $____________________

THE CONDITION OF THIS OBLIGATION IS SUCH,
That whereas the Principal has submitted the above mentioned bid to the City of Ukiah, as aforesaid, for certain construction specifically described as follows, for which bids are to be opened at the Office of the City Clerk, Ukiah Civic Center, Ukiah, California, on FEBRUARY 22, 2023 for CITY OF UKIAH ELECTRIC SERVICE CENTER TENANT IMPROVEMENTS AND FIRE DAMAGE REPAIR.

NOW, THEREFORE, If the aforesaid Principal is awarded the contract and, within the time and manner required under the specifications, after the prescribed forms are presented to him or her for signatures, enters into a written contract, in the prescribed form, in accordance with the bid and files two bonds with the City of Ukiah, one to guarantee faithful performance and the other to guarantee payment for labor and materials, as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and virtue.

IN WITNESS WHEREOF, we have hereunto set our hands and seals on this ______ day of ________________, A.D. 20_____.
__________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Principal
__________________________________________________(Seal) __________________________________________________(Seal) __________________________________________________(Seal) Surety
Address: __________________________________________________________ __________________________________________________________ __________________________________________________________

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NON-COLLUSION AFFIDAVIT
Note: Bidder shall execute the affidavit on this page prior to submitting his or her bid.

To City Council, City of Ukiah:

The undersigned in submitting a bid for performing CITY OF UKIAH ELECTRIC SERVICE CENTER TENANT IMPROVEMENTS AND FIRE DAMAGE REPAIR by contract, being duly sworn, deposes and says:
that he or she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with such contract.
__________________________________________________
__________________________________________________
__________________________________________________
Signature(s) of Bidder
Business Address:__________________________________________________ __________________________________________________
__________________________________________________
Place of Residence:__________________________________________________ __________________________________________________
__________________________________________________

NOTARIZATION
Subscribed and sworn to before me this ______ day of _________, 20____. __________________________________________________
Notary Public in and for the County of______________________________, State of California.

My Commission Expires ________________________, 20 ____.

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CITY OF UKIAH
Mendocino County, California

AGREEMENT
FOR

CITY OF UKIAH ELECTRIC SERVICE CENTER

TENANT IMPROVEMENTS AND FIRE DAMAGE REPAIR
Specification No. 24-01
THIS AGREEMENT, made this ______ day of ___________________, 20____, by and between the City of Ukiah, Mendocino County, California, hereinafter called the City and _______________________ hereinafter called the Contractor,
WITNESSETH:

WHEREAS, the City has caused to be prepared in accordance with law, specifications, drawings and other contract documents for the work herein described and shown and has approved and adopted these contract documents, specifications and drawings and has caused to be published in the manner and for the time required by law a notice to bidders inviting sealed proposals for doing the work in accordance with the terms of this contract and
WHEREAS, the Contractor, in response to the notice to bidders, has submitted to the City a sealed proposal accompanied by a proposal guaranty in an amount of not less than 10 percent of the bid price for the construction of the proposed work in accordance with the terms of this contract and WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined and canvassed the proposals submitted and as a result has determined and declared the Contractor to be the lowest and best regular responsible bidder for the work and for the sums named in the proposal, NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

Article 1. Work to be Done and Contract Days Allowed.

That the Contractor shall provide all necessary machinery, tools, apparatus and other means of construction; shall furnish all materials, superintendence, overhead, expenses, all labor and expenses of whatever nature necessary for completion of the work in conformity with the Special Provisions and other contract documents hereto attached and according to such instructions as may be given by the Engineer. The Contractor shall complete the work within ONE HUNDRED EIGHTY (180) calendar days. Contract days shall be counted starting with the 10th day following receipt of notice that the contract has been executed by the City. Contractor, at his or her option, may begin work prior to start of counting contract days, however, in no event shall the Contractor start work without giving notification to the Engineer at least 72 hours prior to the start of work, without obtaining an encroachment permit from the City, or without having submitted certificates of insurance that have been accepted and approved by the Engineer.

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Article II. Contract Prices.

That the City shall pay the Contractor the prices stated in the proposal submitted by the Contractor, for complete performance of the contract by the Contractor. The Contractor hereby agrees to accept the prices as full compensation for all material and appliances necessary to the work, for all labor and use of tools and other implements necessary to execute the work contemplated in this contract; for all loss or damage arising out of the nature of the work or from the action of the elements, or from any unforeseen obstructions or difficulties which may be encountered in the prosecution of the work; for all risks of every description connected therewith; for all expenses of the work, as herein specified; for all liability and other insurance, for all overhead and other expenses incident to the work; all according to the Contract Drawings, the Special Provisions, the Details, the instructions and the requirements of the City.

Article III. Labor Discrimination.

Attention is directed to Section 1735 of the Labor Code, which reads as follows:
"No discrimination shall be made in the employment of persons upon public works because of the race, color, national origin or ancestry, or religion of such persons and every contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." In connection with the performance of work under this contract, the Contractor agrees as follows:
(a) The Contractor will not willfully discriminate against any employee or an applicant for employment because of race, color, religion, ancestry, or national origin. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the awarding authority setting forth the provisions of this Fair Employment Practice section. (b) The Contractor will send to each labor union or representative of workers with which he or she has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the awarding authority, advising the said labor union or worker's representative of the Contractor's commitments under this section, to employees and applicants for employment. (c) The Contractor will permit access to his or her records of employment, employment advertisements, application forms and other pertinent data and records by the Fair Employment Practices Commission, City of Ukiah or any other appropriate agency of the State of California designated by the awarding authority, for the purposes of investigation to ascertain compliance with the Fair Employment Practices section of this contract.
(d) A finding of willful violation of the Fair Employment Practices section of this Contract or of the Fair Employment Practices Act shall be regarded by the awarding authority as a basis for determining the Contractor to be not a "responsible bidder" as to future contracts for which such Contractor may submit bids, for revoking the Contractor's pre-qualification rating, if any and for refusing to establish, reestablish or renew a pre-qualification rating for the Contractor.

The City of Ukiah shall deem a finding of willful receipt of written notice from the Fair Employment Practices Act to have occurred upon that it has investigated and determined that the Contractor has

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violated the Fair Employment Practices Act and has issued an order under Labor Code Section 1426 or obtained an injunction under Labor Code Section 1429.

Upon receipt of such written notice from the Fair Employment Practices Commission, the City shall notify the Contractor that unless he or she demonstrates to the satisfaction of the awarding authority within a stated period that the violation has been corrected, his or her pre-qualification rating will be revoked at the expiration of such period.
(e) The Contractor agrees that should the City determine that the Contractor has not complied with the Fair Employment Practices section of this Contract, then pursuant to Labor Code Section 1735 and 1775 the Contractor shall, as a penalty to the City, forfeit for each calendar day or portion thereof, for each person who was denied employment as a result of such non-compliance, the penalties provided in the Labor Code for violation of prevailing wage rates. Such monies may be recovered from the Contractor. The City may deduct any such damages from any monies due the Contractor. (f) Nothing contained in this Fair Employment Practices section shall be construed in any manner of fashion so as to prevent the City or the State of California from pursuing any other remedies that may be available at law.
(g) Prior to awarding the Contract, the Contractor shall certify to the awarding authority that he or she has or will meet the following standards for affirmative compliance, which shall be evaluated in each case by the awarding authority:
(1) The Contractor shall provide evidence, as required by the City that he or she has notified all supervisors, foremen and other personnel officers in writing of the content of the anti-discrimination clause and their responsibilities under it.
(2) The Contractor shall provide evidence, as required by the City, that he or she has notified all sources of employees’ referrals (including unions, employment agencies, advertisements, Department of Employment) of the content of the anti-discrimination clause. (3) The Contractor shall file a basic compliance report, as required by the City. Willfully false statements made in such reports shall be punishable as provided by law. The compliance report shall also spell out the sources of the work force and who has the responsibility for determining whom to hire, or whether or not to hire.
(4) Personally, or through his or her representatives, the Contractor shall, through negotiations with the unions with whom he or she has agreements, attempt to develop an agreement which will:
a. Spell out responsibilities for nondiscrimination in hiring, referral, upgrading and training. b. Otherwise implement an affirmative anti-discrimination program in terms of the unions' specific areas of skill and geography to the end that qualified minority workers will be available and given and equal opportunity for employment.
(5) The Contractor shall notify the City of opposition to the anti-discrimination clause by individuals, firms or organizations during the period of its pre-qualification. (h) The Contractor will include the provisions of the foregoing paragraphs 1 through 5 in every first tier subcontract so that such provisions will be binding upon each such subcontractor.

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(i) The "Fair Employment Practices Certification" must be completed and signed prior to the time of submitting the bid.

Article IV. Parts of the Contract.

That the complete contract consists of the following documents, all of which shall be considered a part of this agreement.

1. Notice to Bidders

2. Wage Rates

3. General Conditions

4. Technical Specifications

5. Proposal

6. Fair Employment Practices Certification

7. Agreement

8. Addenda

9. Contract Bonds

10. Contract Drawings and Construction Details

11. Standard Drawings

12. Indemnification Agreement
IN WITNESS WHEREOF, this contract being executed in duplicate and the parties having caused their names to be signed by authority of their duly authorized office this _____ day of _____________, 20____.

CITY OF UKIAH, MENDOCINO COUNTY, CALIFORNIA
By: ______________________________________________________________

CITY MANAGER, CITY OF UKIAH
Attest: ______________________________________________________________

CITY CLERK, CITY OF UKIAH
By: ______________________________________________________________

CONTRACTOR
Attest: ______________________________________________________________ Title: ______________________________________________________________ The foregoing contract is approved as to form and legality this ______ day of ______________, 20 ____. __________________________________________________

CITY ATTORNEY, CITY OF UKIAH

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INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made and entered in Ukiah, California, on _________________, 20____, by and between the City of Ukiah (Ukiah) and ______________________________________ (Contractor).

Contractor is
_________________________________________________________________________________ ___________________________________________ for Ukiah.

As a condition of issuing the work order, attached hereto, Ukiah requires assurance that Contractor will protect Ukiah from damage or damage claims which arise from its performance of the work.

Accordingly, Contractor agrees as follows:

1. Indemnification. Contractor shall indemnify and hold harmless Ukiah and its officers, agents, and employees from and against any claim, loss, or damage, including the legal and other costs of defending against any claim of damage or loss which arises out of the Contractor’s negligent or wrongful performance under the work order attached hereto, except for claims, losses, or damages resulting from the sole and exclusive negligence or other wrongful conduct of Ukiah or its officers, agents and employees.

CONTRACTOR
BY: _______________________________________________
TITLE: _______________________________________________

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CITY OF UKIAH
Mendocino County, California

PERFORMANCE BOND
BOND No._____________________
KNOW ALL PERSONS BY THESE PREESNTS:

THAT WHEREAS, the City of Ukiah, organized and operating under the laws of the State of California, (hereinafter referred to as the “City”) has awarded to ______________________________, (hereinafter referred to as the “Contractor”) an agreement for Contract No. _______________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract for the Project dated _______________________, (hereinafter referred to, together with all attachments and exhibits thereto, as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, __________________________, the undersigned Contractor and _________________________, as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held firmly bound until the City in the sum of ______________________________ ($_________________), for which amount well and truly to be made, we bind ourselves, our heirs ,executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations; and shall indemnify and save harmless the City, its officials, officers, employees, and authorized volunteers, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorneys’ fees, incurred by the City in enforcing such obligation.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by the City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract Documents, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder, the Surety and the City, and make available as work

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progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs by the City pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, we have hereunto set our hands and seals this ____ day of ___________________, 2022.
(Corporate Seal) ________________________________
Contractor/Principal
By______________________________

Title_____________________________
(Corporate Seal) _________________________________
Surety
By_______________________________
Attorney-in-Fact
(Attach Attorney-in Fact Certificate) Title______________________________ The rate of premium on this bond is __________________ per thousand. The total amount of premium charges is $_________________________.
(The above must be filled in by corporate attorney.)
THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:
(Name and Address of Surety) ________________________________ ________________________________
________________________________
(Name and Address of Agent or ________________________________ Representative for service of process in ________________________________ California, if different from above) ________________________________ (Telephone number of Surety and Agent _______________________________ or Representative for service of process in California)

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CITY OF UKIAH
Mendocino County, California

PAYMENT BOND
BOND No. ____________________
KNOW ALL PERSONS BY THESE PRESENTS:

WHEREAS, the City of Ukiah (“City”) has awarded to _______________________ (“Contractor/Principal”) a contract (City Agreement No. _____________, dated _________________, ___________, referred to as the “Agreement”) for the work described as _______________________. The Agreement is incorporated by this reference into this Payment Bond (“Bond”); and
WHEREAS, Contractor/Principal is required to furnish a bond in connection with the Agreement and pursuant to California Civil Code section 9550;
NOW, THEREFORE, we ____________________________________________, the undersigned Contractor/Principal, and _____________________ (“Surety”), a corporation organized and existing under the laws of the State of _____________________, and duly authorized to transact business under the laws of the State of California, as Surety, are held firmly bound until the City, and to any and all persons, companies, or corporations entitled by law to file stop payment notices under California Civil Code Section 9100, or any person, company, or corporation entitled to make a claim on this bond, in the sum of $_________________________, for which payment will and truly be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if Contractor/Principal, its heirs, executors, administrators, successors, or assigns, or subcontractor, shall fail to pay any person or persons named in Civil Code section 9100; or fail to pay for any materials, provisions, or other supplies, used in, upon, for , or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code, with respect to work or labor thereon of any kind; or shall fail to deduct, withhold, and pay over to the Employment Development Department, any amounts required to be deducted, withheld, and paid over by Unemployment Insurance Code Section 13020 with respect to work and labor thereon of any kind, then Surety will pay for the same, in an amount not exceeding the amount herein above set forth, and in the event suit is brought upon this bond, also will pay such reasonable attorneys’ fees as shall be fixed by the court, awarded and taxed as provided in California Civil Code Section 9550, et seq.

It is further stipulated and agreed that the Surety of this bond shall not be exonerated or released from the obligation of the bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, or specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described; or pertaining or relating to the furnishing of labor, materials, or equipment therefor; nor by any change or modification of any terms of payment or extension of time for payment pertaining or relating to any scheme or work of improvement herein above described; nor by any rescissions or attempted rescission of the contract, agreement or bond; nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond; nor by any fraud practiced by any person other than the claimant seeking to recover on the bond; and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is give; and under no circumstances shall the Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the Owner and Contractor/Principal or on the part of any oblige named in such bond; that the sole condition of recovery shall be that the claimant is a person described in California Civil Code section 9100, and who has not been paid the full amount of his or her claim; and that the Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of section 2819 and 2845 of the California Civil Code.

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Any notice to Surety may be given in the manner specified in the Agreement and delivered or transmitted to Surety as follows:

Attn:__________________________________________
Address:_______________________________________
City/State/Zip:___________________________________
Phone:_________________________________________
Fax:___________________________________________
Email:__________________________________________

IN WITNESS WHEREO, two identical counterparts of this Bond, each of which shall for all purposes be deemed an original thereof, have been duly executed by Contractor/Principal and Surety above named, on the __ day of ____________________, 202__.
__________________________________ (SEAL)
Contractor/Principal
By_____________________________________
Contractor’s Representative
______________________________________
Contractor/Principal’s Address
______________________________________
City,State,Zip
_________________________________(SEAL)
Surety
By_____________________________________
Surety’s Representative
______________________________________
Surety’s Address
______________________________________
City,State,Zip
______________________________________
Telephone Number
NOTE: Signatures of those executing for Surety must be properly acknowledged, The bond must be accompanied by a properly acknowledged Power of Attorney from the Surety authorizing its agent to bind it to this bond. A copy of such Power of Attorney must be in file with the City.

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DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND

1. Individual sureties, partnerships, or corporations not in the surety business will not be acceptable.

2. The name of the Principal shall be shown exactly as it appears in the Contract.

3. The penal sum shall not be less than required by the Specifications.

4. If the Principals are partners or joint venturers, each member shall execute the bond as an individual and state his place of residence.

5. If the Principal is a corporation, the bond shall be executed under its corporate seal.

If the corporation has no corporate seal, it shall so state and affix a scroll or adhesive seal following the corporate name.

6. The official character and authority of the person(s) executing the bond for the Principal, if a corporation, shall be certified by the Secretary or Assistant Secretary thereof under the corporate seal, or copies attached to such records of the corporation as will evidence the official character and authority of the officer signing, duly certified by the Secretary or Assistant Secretary, under the corporate seal, to be true copies.

7. The current power-of-attorney of the person signing for the surety company must be attached to the bond.

8. The date of the bond must not be prior to the date of the Contract.

9. The following information must be placed on the bond by the surety company:
a. The rate of premium in dollars per thousand; and
b. The total dollar amount of premium charged.

10. The signature of a witness shall appear in the appropriate place attending to the signature of each party of the bond.

11. Type or print the name underneath each signature appearing on the bond.

12. An executed copy of the bond must be attached to each copy of the Contract (original counterpart) intended for signing.

CITY OF UKIAH
Mendocino County, California

DEFECTIVE MATERIAL AND WORKMANSHIP (MAINTENANCE) BOND

KNOW ALL MEN BY THESE PRESENTS,
That we, _____________________________________________________________________ __________________________________________________________________, as PRINCIPAL and__________________________________________________________________________ ___________________________________________________________________, as SURETY, are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of ___________________________________________________________________________________ _________________________________________________________($____________________), (5 PERCENT OF THE FINAL CONTRACT AMOUNT)
to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally, firmly by these presents.

WHEREAS, the said Principal entered into a Contract with the City of Ukiah dated_________________________
for _________________________________________________________________________________ ____________________________________________________________________________________ WHEREAS, said Contract has been completed, and was approved on the ______ day of ___________, _________,
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Contract, then this obligation shall be void, otherwise to remain in full force and effect, provided however, any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes no liability for such a guarantee.

Signed, sealed, and dated this __________ day of ____________, 20_____. __________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Principal
__________________________________________________(Seal) BY:_______________________________________________(Seal) __________________________________________________(Seal) Surety

Fortuna CA – 610 9
th Street
Phone: (707) 725-6926
Eureka CA – 716 Harris Street
Phone: (707) 444-1420
w w w . w h i tc h u r c h e n g i n e e r i n g . c o m

September 9th, 2024
Mary Horger
Financial Services Manager
City of Ukiah
Phone: (707) 463-6233
Email: [email protected]
RE: Change Order – Concealed Fire Damage
City of Ukiah’s Electrical Service Building at 1350 Hastings Rd Ms. Horger,
Please find our costs and justifications for providing additional structural repair design for the second story and construction assistance for the City of Ukiah’s Electrical Service Building.

Whitchurch Engineering provided a cost estimate to assess damages caused by the fire and prepare plans to correct damages and potential causes of the damages. The contract included an assumption (Assumption #3), that significant fire/water damage was not concealed by sheetrock during the March 28th, 2023 Site Visit. During demolition, by Kirby Construction, fire damage was discovered, which impacted the collecting girder truss at the building corner. Damage was such that repair or replacement was necessary. Whitchurch Engineering, as requested by Cindy Sauers, prepared a structural design to repair the existing truss, in order to avoid further construction delays. An issued for construction design was transmitted to the City and Contractor on July 19th, 2024.

In addition to the out-of-scope work identified above, Whitchurch Engineering notified City of Ukiah on August 30th, 2024 that the scope of the construction services contract was complete, per the assumptions agreed upon in the contract dated September 20th, 2022. Starting September 3rd, 2024, Whitchurch Engineering proposes to continue supporting the project on a Time and Materials basis, up to the estimate provided in this letter. An estimate has been included, given the number of RFI’s transmitted since August 30th, 2024, the duration of the remaining construction schedule, and an estimated number of RFI’s still to be sent.

The additional cost requested is $11,884.25. A full description of services and breakdown of hours is provided on the attached page.

Should you have any questions regarding the changes and additional fees, please don’t hesitate to contact our office.

Sincerely,
Jeffrey Laikam, PE
Engineering Manager, Contracts Negotiations
Attachment 3

Whitchurch Engineering, Inc. Change Order for Concealed Fire Damage at the City of Ukiah Electrical Service Building at 1350 Hastings Rd System Fortuna CA – 610 9
th Street
Phone: (707) 725-6926
Eureka CA – 716 Harris Street
Phone: (707) 444-1420
w w w . w h i tc h u r c h e n g i n e e r i n g . c o m

Description of Changes and Cost Breakdown
A. Truss Repair Scope of Services:

1. Site Visit and Inspection - $595.50
a. Onsite evaluation of fire damage to Girder Truss.
i. Terry O’Reilly (Senior Civil Engineer) 3.25 hours @ $150/hr a. Note: Engineer was in Fort Bragg on other business, only additional travel time was billed.
ii. Mileage: 120 miles @ $0.90 / mile

2. Structural Calculations & Design - $5,590
a. Review of original truss calculations and modeling of tension forces in member. i. Terry O’Reilly (Senior Civil Engineer) – 3 hours @ $150/hr ii. Ruben Ochoa (Associate Civil Engineer) – 24 hours @ $110/hr iii. Brett Whitchurch (Senior Civil Engineer) – 4 hours @ $160/hr b. Prepare Sketch/Detail for Construction.
i. Ruben Ochoa (Associate Civil Engineer) – 8 hours @ $110/hr ii. Brett Whitchurch (Senior Civil Engineer) – 2.5 hours @ $160/hr c. Project Management – Review pictures and information, consult client and contractor, schedule and task design team, review and transmit deliverables. i. Derek Long (Project Manager) – 4 hours @ $145/hr
B. Additional RFI Support:

1. Mechanical RFI’s - $825
a. Contractor RFIs 43 & 44, and client request to terminate Duct Run i. Eric Allen (MEP Design Engineer) – 6 hours @ 137.50/hr

2. Structural RFI’s - $640
a. Contractor RFI 48 Architect Clarification on Ledger/Framing i. Brett Whitchurch (Senior Civil Engineer) – 2 hours @ $160/hr C. Ongoing Construction Assistance Fees:

1. Job Meetings - $423.75
a. Assume 3 Additional Meetings, ending on October 15th, 2024 i. Eric Allen (MEP Design Engineer) – 1.5 hours @ 137.50/hr ii. Derek Long (Project Manager) – 1.5 hours @ $145/hr

2. Projected RFI’s (1 per week for 5 weeks) - $1,600
i. Brett Whitchurch (Senior Civil Engineer) – 2 hours each @ $160/hr

3. Final Drawing Revisions/Issuance - $2,210
a. MEP/Structural Drawings Revisions
i. Drafter – 12 hours @ $90/hr
ii. Eric Allen (MEP Design Engineer) – 4 hours @ 137.50/hr iii. Derek Long (Project Manager) – 4 hours @ $145/hr

Agenda Item No: 8.c.

MEETING DATE/TIME: 9/18/2024

ITEM NO: 2024-576

AGENDA SUMMARY REPORT
SUBJECT: Determination of Notification of Intent to Adjust Curbside Collection and Transfer Station Service Rates.

DEPARTMENT: Finance PREPARED BY: Dan Buffalo, Finance Director, Sage Sangiacomo, City Manager
PRESENTER: Sage Sangiacomo, City Manager; Daniel Buffalo, Finance Director
ATTACHMENTS:

1. UWS Adjustment 2025

2. SWS Adjustment 2025

3. UWS, Curbside Contract

4. SWS, Transfer Station Contract
Summary: The City Council is asked to receive and review a determination from the City Manager of proposed rates, as intended to be adjusted by Ukiah Waste Solutions, Inc. and Solid Waste Systems, Inc. for curbside and Ukiah Transfer Station services, respectively. The proposed rate adjustments are, by contract, allowed annually to address cost adjustments borne by the City's franchise solid waste contractor. Those operating costs are limited and specifically identified by contract as pass-through or affected by inflation, measured by the consumer price index (CPI-u).

Background: Pursuant to contracts between the City of Ukiah and Ukiah Waste Solutions, Inc., and the City of Ukiah and Solid Waste Systems, Inc. (collectively referred to herein as "Company"), notices of intent were submitted to the City by Company on August 15, 2024, regarding adjustments to collection rates for residential and commercial curbside service and rates for Ukiah Transfer Station services, effective January 1, 2025.

These notices are allowed annually by contract and are in accordance with Section 6.2 of the Waste Collection Agreement and corresponding provisions of the Transfer Station Agreement.

Procedure for Annual Adjustments:

1. Notice of Intent: Not later than August 15th each year, the Company is required to file with the City Manager a written notice of intent to adjust the current rates, effective January 1st of the following year.

2. City Review: Within 60 days of receiving the notice, the City Manager must review the proposed rate adjustments. The City Manager can either confirm that the proposed rates comply with the contract provisions or work with the Company to establish necessary changes.

3. City Council Review: By October 20th, the City Manager reports the determination to the City Council.

The City Council has until November 20th to either confirm that the proposed rates are within the contractual limits or agree on necessary changes.

4. Implementation: Once the proposed rates are confirmed, they take effect on January 1st of the following year. Customers must be notified of the rate adjustments no later than December 1st.

The rate adjustments reflect changes in various elements, including the Consumer Price Index (CPI), fuel index, recycling processing costs, and pass-through costs such as landfill disposal fees and franchise fees.

Corresponding notices are further detailed in the discussion section and included as attachments to this report.

Discussion: As is required by contract, the City Manager reviewed the notices of intent. The Finance Department was tasked to review the methodology used by Company to arrive at the proposed rate adjustments to evaluate its conformity with the respective contracts. The elements of the proposed rate adjustment are limited to pass-through costs, including changes to the consumer price index (CPI-u) for the San Francisco-Oakland-San Jose area. Specifically, the elements under review consist of the changes in cost to the following:

Curbside collection costs:
-fuel
-abatement activities
-landfill disposal fees for garbage
-landfill disposal fees for mixed organic waste
-recycling processing costs
-operating costs affected by inflation (CPI-u)
Transfer Station costs:
-fuel
-disposal and processing costs of garbage and recycling -property tax based on tonnage
-operating costs affected by inflation (CPI-u)
The determination by the Finance Department and subsequent report to the City Manager, after review and testing of the information provided by the Company, is that the calculations and supporting documentation used by the Company in the notices appear correct, reasonable, and are in compliance with the contracts between Company and the City.

Based on the notices, the Company calculated curbside collection service cost increases and pass-throughs of $506,637.35 (Attachment1), which equates to an average of 8.39 percent increase to all residential and commercial accounts. For transfer station services, cost increases and pass-throughs calculated by the Company equate to $267,258.04 (Attachment 2), resulting in an increase in revenue requirements of 7.22 percent.

At this time, Council is asked to receive and review the intent of the Company, as per the provisions of its respective contracts (curbside contract - Attachment 3 and transfer station contract - Attachment 4). Accordingly, by November 20, 2024, the City Council must complete its review of the Company’s notices of intent and either confirm that the intention to adjust rates conforms to the provisions of the contracts for curbside services and transfer station services or establish by mutual agreement with the Company any necessary changes to the proposed rates so that it can make such confirmation. The City must provide customers notice of proposed rate adjustments for curbside collection and transfer station services by December 1, 2024.

As this is a regular matter and a contractual requirement, the recommendation is for Council to receive, review, and confirm the determination of the City Manager that the proposed rate adjustment comply with the agreed upon terms of the contracts. The next available regular City Council meeting before the November 20th

confirmation deadline is scheduled for November 6, 2024. Staff can bring this item back to Council with this for further consideration, if deemed necessary.

Recommended Action: Review and confirm the determination of the City Manager of compliance with the provisions of the agreements between the City of Ukiah and Ukiah Waste Solutions, Inc. and Solid Waste Systems, Inc. regarding the company's notice of intent to adjust curbside collection and transfer station rates.

BUDGET AMENDMENT REQUIRED: N/A
CURRENT BUDGET AMOUNT: N/A
PROPOSED BUDGET AMOUNT: N/A
FINANCING SOURCE: N/A
PREVIOUS CONTRACT/PURCHASE ORDER NO.: N/A
COORDINATED WITH:

DIVERSITY-EQUITY INITIATIVES (DEI): N/A
CLIMATE INITIATIVES (CI): N/A
GENERAL PLAN ELEMENTS (GP): N/A

Ukiah Waste Solutions Curbside Rate
Annual Adjustment Calculations
Effective Date January 1, 2025
Comparison Year Costs July 2023-June 2024

TOTAL COSTS
Less: Fuel Cost
Less: Disposal Fees - Garbage
Less: Disposal Fees - M ixed Organic Waste
Less: Processing - Recycling
Less: City Landfill Closure Costs
Less: City Commercial Oversight fee
Collection Costs
Franchise Fee & Billing Costs
Collection COSTS Subject to CPI adj.

Per Adjustment Summary
Revenue base July 2023 - June 2024
Fuel Cost
Disposal Fees - MOW
Abatement
Processing - Recycle
Landfill closure cost
Commercial Oversight fee
Other Regulatory & Governmental Costs
Disposal Fees - Garbage
CPI adjustment
Total before franchise and billing fees
Franchise & Billing Fees
Adjusted revenue
Revenue Adjustment
! Rate adjustment as a percent
$6,218,517
$153,446
$1,337,059
$188,949
$128,330
$60,000
$10,000
$4,340,732
$4,340,732
Residential

32.66%
$1,972,571 .08
$1,972,571.08
$32,841.42
$2,098.17
$20,588.83
$0,00
$0.00
{$9,799 20)
$0.00
$0.00
$0.00
$31,484.84
$45,932.88
$2,095,718.02
$42,320,64
$2,138,038.66
$165,467.58
Index
Fuel
SWS TS Gate
Negotiated
Contract
Set by City
Set by City
CPIBA
Commercial

59.05%
$3,566,458.38
$3,566,458.38
$59,378.11
$3,793,54
$37,225.12
$0 00
$0.00
{$17,717 20)
$0.00
$0 00
$0,00
$56,925.38
$83,047.81
$3,789,111 .14
$76,516.78
$3,865,627_92
$299, 169.54
Increase/
Decrease
Allowed
$100,555.59
$96,401.94
$6,424.28
($30,003.70)
$0.00
$0.00
$129,579.57
$140,639.73
$443,597.41 TOTAL
Total
Roll Off Revenue

8.29% 100.00%
$500,692.91 $6,039,722.37
$500,692.91 $6,039,722.37
$8,336 06 $100,555.59
$532.57 $6,424,28
$5,226.01 $63,039_96
$0.00 $0.00
$0.00 $0 00
($2,487.31) ($30,003.71)
$0.00 $0.00
$0.00 $0,00
$0.00 $0.00
$7,991-72 $96,401 .94
$11,659.03 $140,639.72
$531,950.99 $6,416,780.15
$10,742.14 $129,579.57
$542,693.14 $6,546,359.72
$42,000-23 $506,637.35

8.39%
Attachment 1

Ukiah Waste Solutions Curbside Rate
Annual Adjustment Calculations
Effective Date January 1, 2025
Fuel - June to June (EIA Petroleum & Other Liauidsl
See Fuel Cost Adjustment Worksheet
CPI Bay Area - June to June (Index)
Jun-23 Jun-24
340.056 351.064
CPI% Change
Transfer Station Fee Dis osal Fees - Garba e Jan t o Jan Jan-24 Jan-25
$133.85 $143.50
Transfer Station Fee% Change
Index Increase
(Decrease)

11.008

3.24% ==== ==
Increase
(Decrease)
$9.65

7.21% ======
M ixed Organic Waste Disposal Fee (Disposal - Green Waste) June to June Increase
City Franchise Fee
Jun-23 Jun-24 (Decrease)
$65.00 $67.21 $ 2.21 3.40%
Disposal Fee - Green Waste% Change
Landfill Closure Costs Jan to Jan
January 2024 January 2025
$60,000 $60,000
Landfill Closure Costs % Change
Commercial Oversight Fee Jan t o Jan
January 2024 January 2025
$10,000 $10,000
Commercial Oversight Fee % Change
Recycle Tip Fee June to June
Jun-23 Jun-24
$158,334.05 $128,330.35
---- -- 3.40% = = ====
Increase
(Decrease)
$0.00

0.00% ======
Increase
(Decrease)
$0.00

0.00% ======
Increase
(Decrease)
($30,003.70)
15% City Billing Fee - Residential Customers 3%
Attachment 1

Ukiah Waste Solutions, Inc.

JANUARY 1, 2025 RATE ADJUSTMENT

SUMMARY OF RATE ADJUSTMENT FOR STANDARD SERVICES
Service Level
Curbside Service
No Service Minimum Charge $
10 gallon can rate $
20 gallon can rate $
32 gallon can rate $
68 gallon can rate $
95 gallon can rate $
Other combinations - rate per gallon $
1 yard bin rate $

1.5 yard bin rate $
2 yard bin rate $
3 yard bin rate $
4 yard bin rate $
6 yard bin rate $
Packout Service
20 gallon can rate $
32 gallon can rate $
68 gallon can rate $
95 gallon can rate $
Other combinations - rate per gallon $
Remote Area Service
Add to the Packout Service rate. $
Current
2024
Rate

12.48 23.32

26.07 29.38

67.05 94.47

1.11 208.90
261.14
339.47
496.15
652.83
948.89

32.74 38.46

87.30 126.09

1.35 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

12.39 $
New
2025
Rate

13.53 25.28

28.26 31.84

72.68 102.40

1.21 226.43
283.04
367.95
537.78
707.60
1,028.50

35.49 41.69

94.63 136.67

1.46 Total Monthly
Adjustment
$ 1.05
$ 1.96
$ 2.19
$ 2.46
$ 5.63
$ 7.93
$ 0.09
$ 17.53
$ 21.91
$ 28.48
$ 41.63
$ 54.77
$ 79.61
$ 2.75
$ 3.23
$ 7.32
$ 10.58
$ 0.11

13.43 $ 1.04
In areas with limited access, an additional fee is charged to fund the costs of special equipment and special handling necessary to provide garbage pickup services. This fee is in addition to the "Packout Service" fee listed in this schedule.

Commercial I MulU-Famllll Service
20 gallon can rate $ 27.06 $ 29.34 $ 2.27
32 gallon can rate $ 32.60 $ 35.33 $ 2.73
68 gallon can rate $ 74.45 $ 80.69 $ 6.25
95 gallon can rate $ 104.91 $ 113.71 $ 8.80
1 yard bin rate $ 208.90 $ 226.43 $ 17.53

1.5 yard bin rate $ 261.14 $ 283.04 $ 21.91
2 yard bin rate $ 339.47 $ 367.95 $ 28.48
3 yard bin rate $ 496.15 $ 537.78 $ 41.63
4 yard bin rate $ 652.83 $ 707.60 $ 54.77
6 yard bin rate $ 948.89 $ 1,028.50 $ 79.61
Attachment 1

Greenwaste & Rec~cl l'ng Ti12 Fee
July 2023 - June 2024
Green Yard Waste Recycling
sws PRS Disposal Cost Tip Fee/Ton
2023-07 2,698 7,370 12,586 $ 55.00
2023-08 3,351 9,762 12,316 $ 55.00
2023-09 1,813 9,372 9,521 $ 45.00
2023-10 4,698 10,670 10,836 $ 45.00
2023-11 7,172 15,345 13,144 $ 55.00
2023-12 8,640 12,832 13,789 $ 55.00
2024-01 3,985 11,459 12,169 $ 45.00
2024-02 3,287 11,178 10,252 $ 45.00
2024-03 1,342 11,786 10,821 $ 45.00
2024-04 3,009 16,353 9,778 $ 45.00
2024-05 3,585 15,947 8,058 $ 35.00
2024-06 1,939 11,355 5,061 $ 25.00
$ 45,521 $ 143,429 $ 128,330
Attachment 1

Calculation to adjust fuel costs
Effective Date January 1, 2025
Fuel Revenue Adjustment Worksheet, based on Fuel Index change, June to June uws Base Year Fuel Index and Cost 3.216 $162,843.061 June 2020 after 5 yr Review -Jan 2021 Index Change - New
vs. Base Year
Annual adjustment based on Fuel Index change, year to year (using example fuel index changes) 2 Fuel index adjustment at Dec 2023 5.202 61.75% $100,555.59 Plus: Base Year Cost X Index Change Revenue adjustment for January 2025 rate revision : : $100,555.59 $0.00 Less: Prior Fuel Cost applied to rate $263,398.65 I Fuel Cost Allowed Year 1 - 2025
3 Estimated Fuel index adjustment at June 2024 4.913 52.77% $85;932.28 Plus: Base Year Cost X Index Change Revenue adjustment for January 2026 rate revision >I ($14,623.31) $100,555.59 Less: Prior Fuel Cost applied to rate $248,775.341 Fuel Cost Allowed Year 2 - 2026
4 Estimated Fuel index adjustment at June 2025 4.913 52.77% $85,932.28 Plus: Base Year Cost X Index Change Revenue adjustment for January 2027 rate revision ~ I $0.00 $85,932.28 Less: Prior Fuel Cost applied to rate $248,775.341 Fuel Cost Allowed Year 3 - 2027
5 Estimated Fuel index adjustment at June 2026 4.913 52.77% $85,932.28 Plus: Base Year Cost X Index Change Revenue adjustment for January 2028 rate revision >I $0.00 $85,932.28 Less: Prior Fuel Cost applied to rate $248,775.341 Fuel Cost Allowed Year4- 2028
6 Estimated Fuel index adjustment at June 2027 4.913 52.77% $85,932.28 Plus: Base Year Cost X Index Change Revenue adjustment for January 2029 rate revision ~ I $0.00 $85,932.28 Less: Prior Fuel Cost applied to rate , I $248,775.341 Fuel Cost Allowed Year 5 - 2029
Attachment 1

Weekly Retail Gasoline_ and Diesel Prices
https://www.eia.gov/dnav/pet/hist/LeafHandler.ashx?n=PET'&s=EMD EPD2DXLO Plf SCA DPG&f::W Week1 Week2 Week3 Week4 Week5
Year-Month End Date Value End Date Value End Date Value End Date Value End Date Value 2023-Feb 02/06 5.482 02/13 5.445 02120 5.407 02/27 5.357 2023-Mar 03/06 5.316 03/13 5.312 03/20 5.260 0?,/27 5.165 2023-Apr 04/03 5.047 04/10 4.989 04/17 4.963 04/24 4.960 2023-May 05/01 4.903 05/08 4.847 05115 4.825 05122 4.825 05.IW 4 810 2023-Jun 06/05 4.765 06112 4.750 06/1 9 4 773 06/26 4.751 2023-Jul 07/03 4.762 07/10 4.821 07'17 4.848 07/24 4.944 07131 5.158 2023-Aug 08/07 5.339 08/14 5.518 08t21 5.535 08/28 5.678 , . ---.. "'. , , .. 2023-Sep 09/04 5.801 09/11 5.970 09/18 6.192 09/25 6.208 2023-Oct 10/02 6.269 10109 6.178 10/16 6.119 10/23 6.016 10/30 5,890 , . . . . . ... 2023-Nov 11/06 5.816 11/13 5.699 11/20 5.640 11/27 5.579 2024-Jan
2023-Dec
01i01
12/04 5.480

5.184 01/08
12/11 5.367

5.152 01/15
12118 5.231

5.142 01/22
12/25 ~ 5.092 01/29 5.078
2024-Feb 02105 5.121 02/12 5.250 02119 5.258 02/26 5.225 2024-Mar 03/04 5.228 03/11 5.207 03/18 5.203 03/25 5.224 2024-Apr 04/01 5.221 04/08 5.259 04/15 5.256 04./22 5.244 04/29 5.216 2024-May 05.106 5.155 05/13 5.123 05/20 5.049 05/27 4.985 2024-Jun 06/03 4.968 06/10 4.911 06/17 4.915 06/24 Gv
2024-Jul 07/01 4.915 07/08 4.955 07115 4.932 07/22 4.874 07/29 4.831 7fl?4-A11n ORIO!', 4 A71
Attachment 1

Table 1. Consumer Price Index for All Urban Consumers (CPI-U): Indexes and percent changes for selected periods San Francisco-Oakland-Hayward, CA (1982-84=100 unless otherwise noted) Hem and Group
Expenditure category
I
All items
All Items (1967=100)
Food
Hlstorlcal
data
Indexes
Apr.
2024
~
~
@
1 -! 351.2471
1,079.830
369.070
Ma.y
2024
Jun.
202A
--,
351 ,064
1,079.270
369.320
372.216
J
21 ~
ood and beverages
Food at ho me --------- ~
~
IE
371.953
334.687
338.361
332.927
335.492
33~~; ~
Cereals and bakery products
Meats, poultry, fish, and eggs
-- - --- Dairy and related products
-- ------ Fruits and vegetables
Nonalcoholic beverages and beverage materials(l)
other food at home r-- Food away from home I Alcoholic beverages Shelter
~
~
Gta
@ --
GB
~
335.839
352.3821 355.059 354.0321
342.01~ 331.060 328.616
428.608 . 431.203_ 4'19.8591
253.426 240.853 237.036
292.229r-294.640 _ - 297.951 ~
418.167 -, 424.458
335.512
406.337
Rent of primary resldence(2)
Owners' equiv. rent of residences(2)QJ
451 .3951 451 .048
Q2] 504.927 505.686
------~- ~ --t-i-~-~~
Owners" equiv. rent of primary residence(l)(2) ___ -----L- GEi _ _ _ 477.504j 476.694 :
476.694
335.583
406.145
451.424
504.841
476.496
476.496
Attachment 1

Effective Date January 1, 2018
Cost/Rev
1,2 Fuel
Disposal - Solid Waste
1,2 Operations (all other costs)
3 Recycle Reduction
1,2 Green Waste Disposal $30 I Ton
1,2,8 Food Waste Disposal (Comm) Up to $40 / ton
4 City Franchise Fee 15%
4 City Bill Fee 3%
4 City Oversight Fee $10,000.00
4 City Landfill Closure Fee $60,000.00
6,9 TOTAL NET COST
Notes
Ukiah Waste Solutions Curbside Agreement
Adjustment
Period
Annual
Time to Time
Annual
Annual
Annual
Annual
Time to Time
Time to Time
Time to Time
Time to Time
Adjustment
Method
100% of index change
Per TS (SWS) Agreement
100% of index change
Per Recycle Agreement
Up to CPI (Contractor Choice)
Up to CPI (Contractor Choice)
City Action
City Action
City Action
City Action
Index
Used
eia Ca #2 Diesel Retail all sellers
N/A
CPI - US Cities CPI-U
Rec Market Value Grid - $5 base
CPI - US Cities CPI-U
CPI - US Cities CPI-U
N/A
N/A
N/A
N/A
1 Agreement should state mutually agreed upon Index if Index becomes unavailable 2 June to June change
Cost
Group
Base Rate as Adjusted
Pass Through
Base Rat e as Adjusted
Operating Cost Reduction
Base Rate as Adjusted
Base Rate as Adjusted
Pass Through
Pass Through
Pass Through
Pass Through
3 Recycle Agreement with PRS renewable every 5 years with Base Market Value per mixed ton to provide for Rev sharing with City (reduction of operating costs). 4 Agreement should state initial rate, subject to change by City action 5 Exhibit of calculation to be made part of agreement
6 UWS requests new rate by Aug 15, City approves by Oct 15, Pub Notice given by Nov 1, Adjusted Rate goes into effect following January 1. 7 Agreement must provide for City Flow Control with language that directs flow to contractor facilities when available. 8 FOOD WASTE - UWS will implement a pilot and or full commercial food waste program in place by June 2013 provided proper permits can be obtained Details still to be worked out.
9 Rate change is calced as follows: % annual adjustment X actual prior year (July to June) actual component cost= new funds needed/ collection revenue = % adjustment per rate. New cost adj dollars (fuel, disposal, city fees etc .. ) need to be adjusted for city fees - CPI adj does not.

RE-OPENER - the contract should have a mutual re-opener for other new items Attachment 1

COSTS Subject to adjustment Cost Index Adjustment Allowed Operating Costs subject to CPI $3,417,733.07 CPI $ 101,506.67 Fuel $331,218.07 Fuel $124,278.71
Disposal ‐ Garbage $1,118,631.20 Contract rate Pass Through $ 52,087.07 Disposal ‐ Processing GW $282,172.94 Negotiated Pass Through $ 9,593.88 Disposal ‐ Processing Recycling $66,786.75 Pass Through ‐$22,957.35 Pass Through $ ‐
Maint / Prop Tax $2.36/ton $92,561.10 CPI Pass Through $ 2,749.06 City Rent $10/ton $392,208.08 Lease rate Pass Through $ ‐ City Landfill Fee $14/ton $549,091.30 Set by City Pass Through $ ‐ MSWMA Fee $9.50/ton $255,044.82 Set by City Pass Through $ ‐ Total COSTS Subject to adjustment $6,505,447.34 $ 267,258.04 Adjusted Costs $6,772,705.38
Adjustments: $0.00 $ ‐
Total Adjustments $0.00 $ ‐
Adjusted Cost $6,505,447.34 $ 267,258.04
Revenue base
Comparison Year Revenue $4,115,428.09
Fuel $124,278.71
Disposal ‐ garbage $52,087.07
Disposal ‐ processing $9,593.88
CPI adjustment $101,506.67
City Landfill Fee $14/ton $0.00
Maint / Prop Tax $2.36/ton $2,749.06
Disposal Processing ‐ Recycling -$22,957.35
$0.00
Revenue change ‐ Contractor $267,258.04 Less: City & MSWMA Fee Adjustments Adjusted revenue $4,382,686.13
Adjusted Revenue Difference $267,258.04
Current Adjustment New
Contractor Rate increase as a percent 6.49% $102.88 $6.68 $109.56 MSWMA Rate increase as a percent 46.15% $6.50 $3.00 $9.50 City Rate increase as a percent 0.00% $24.45 $0.00 $24.45 $133.85 Total Rate $143.51
EFFECTIVE RATE ADJUSTMENT PERCENT 7.22%
Solid Wastes Systems Transfer Station
Effective Date January, 2025
Annual Adjustment Calculations
Using 2023‐2024 Data (July to June)
Attachment 2

Solid Wastes Systems Transfer Station
Effective Date January, 2025
Annual Adjustment Calculations
Using 2023‐2024 Data (July to June)
Fuel ‐ June to June (EIA Petroleum & Other Liquids)
See Fuel cost adjustment worksheet
CPI US City Average‐ Jun‐23 to Jun‐24 (normal year is June to June) Jun‐23 Jun‐24 Index Increase (Decrease)
305.109 314.175 9.066
CPI % Change 2.97%
Landfill Fee Jan 2024 to Jan 2025
January 2024 January 2025 Increase (Decrease)
$  32.13 $  33.63 $                                         1.50 Disposal ‐ Garbage Cost % Change 4.66%
Disposal Processing Fee Jan 2023 to Jan 2024 CPI Jun to Jun January 2023 January 2024 Nov‐21 Jun‐22 Increase (Decrease) $  65.00 $  67.21 N/A N/A 2.210
Disposal ‐ Green Waste Cost % Change 3.40%
Transfer Station MSW Tonnage at gate, Year to Year
12 months ended June 2023 12 months ended June 2024 Increase (Decrease) 38,508.05   39,220.81   712.75
Tonnage % Change 1.85%
City Landfill Fee June to June
June 2023 June 2024 Increase (Decrease)
$  14.00 $  14.00 $  0.00
City Landfill Fee % Change 0.00%
MSWMA Fee June to June
June 2023 June 2024 Increase (Decrease)
$  6.50 $  9.50 $  3.00
MSWMA Fee % Change 46.15%
Recycle Tip Fee June to June
12 months ended June 2023 12 months ended June 2024 Increase (Decrease) $89,744.10 $66,786.75 ‐$22,957.35
Worksheet for computing the change in various indexes and factors which comprise the components on which rates are adjusted
Attachment 2

Calculation to adjust fuel costs
Effective Date January 1, 2025
Fuel Revenue Adjustment Worksheet, based on Fuel Index change, June to June uws Base Year Fuel Index and Cost 3.216 $201,261.071 June 2020 after 5 yr Review - Jan 2021 Index Change - New
vs. Base Year
Annual adjustment based on Fuel Index charige, vear to;iyear (using example fuel index changes) 2 Fuel index adjustment at Dec 2023 5.202 61.75% $124,278.71 Plus: Base Year Cost X Index Change Revenue adjustment for January 2025 rate revision : : $124,278.71 I $0.00 Less: Prior Fuel Cost applied to rate . I $325,539.781 Fuel Cost Allowed Year 1- 2025
3 Estimated Fuel inde)( adjustment at June 2024 4.913 s2.n% $106,205.47 Plus: Base Year Cost X lnde)( Change Revenue adjustment for January 2026 rate revision :::. I ($1s,013.24) I $124,278.71 Less: Prior Fuel Cost applied to rate I $307,466.54 l Fuel Cost Allowed Vear 2 - 2026
4 Estimated Fuel index adjustment at June 2025 4.913 52.77% $106,205.47 Plus: Base Year Cost X Index Change Revenue adjustment for January 2027 rate revision :::. I $0.00 I $106,205,47 Less: Prior Fuel Cost applied to rate ' l $307,466.541 Fuel Cost Allowed Year 3 • 2027
5 Estimated Fuel index adjustment at June 2026 4.913 52.77% $106,205.47 Plus: Base Year Cost X Index Change Revenue adjustment for January 2028 rate revision ; I $0.00 1 $106,205.47 Less: Prior Fuel Cost applied to rc1te ~
. I $307,466.541 Fuel Cost Allowed Year 4- 2028
6 Estimated Fuel inde)( adjustment at June 2027 4.913 52.77% $106,205.47 Plus: Base Year Cost X Index Change Revenue adjustment for January 2029 rate revision
~
, $0.00 I $106,205.47 Less: Prior Fuel Cost applied to rate Attachment
2

Solid Wastes Systems, Inc.

Transfer Station Rate Schedule
Effective Date Jillnuary 2025
2024
Item Rillte
MSW-Ton $133.85 MSW- Yard $30.35
Minimum Gate Fee - MSW Up to3can.s $15.15
Per Can Rate - 32 gallon Aftl!r J c,ns $5.05
Green Waste - Ton $67.05
Green Waste - Yard $9.45
Minimum Gate Fee - Green Waste $9.20
Mixed Load - Additional Charge $30.30
Appliances $16.S0
Oil Filters - Small $0.60 Oil FIiters - Medium $1.05
Oil Filters - Lc1rge $1.40 Concrete - Ton $106.20
Dirt - Ton $106.20
Sheetrock - Clean $67.70
Sheetrock - Dirty $106.20
'Tlres - Bicycle $1.90
Tires - Motorcycle $3.70 Tires • Passenger Car $5.55 Tires - Pa~enger Car with Rim $8.65 Tires - Truck $11.80 Tires - Truck with Rim $15.95
Calculated
2025
FA
Rate
$143.51
$32.48 $16.24
$5.41
$67.07
$9.45
$9.20
$32.27
$17.57
$0.64 $1.12 $1.49
$113.09 $113.09
$72.09
$113.09
$2.02 $3.94 $5.91
$9.21
$12.57 $16.99
Tires - Tractor 66.70 - 504.55 66.71 • 504.55
E-Waste - Computers No Charge No Charge
E-Waste - Monitors No Charge No Charge
Scrap Metal No Charge No Charge
* Rates a re rounded to the nearest five cents
NEW
2025
Rate
Rounded•
$143.50
$32.50
$16.25
$5.40
$67.05
$9.45
$9.20
$32.25
$17.55
$0.65 $1.10
$1.50
$113.10 $113.10
$72.10
$113.10
$2.00 $3.95 $5.90 $9.20
$12.55 $17.00

66.70- 504.55
No Charge
No Charge No Charge
This '""' •djusted by 9.89" (eff<,cli•• ,.,e) This ra~ • 24.0511 of pe, too cootraC10< l • ~fee PLU5 p,!rton Oty &.MSWMA fees dMded by 5.54 (yards (ton) th;.s me~ MSW'Ya,d fec / 2
Thi5nlt•MinGate- fet/ 3 Thfs rate - cllaoging la $6S/ton on 1/1/2ft23 Increased in proportion to per Ton GW {ncrease. lnettued lin p,oportJon to per Tor, GW inc«:11u.

The,e rates adjusted by 17.35% (contractor rate)
Attachment
2

Solid Wastes Systems, Inc.

Transfer Station Rate Schedule
Effective Date January 2025
Item
MSW-Ton
MSW - Yard
Minimum Gate Fee - MSW
Per Can Rate - 32 gallon
Green Waste - Ton
Green Waste - Yard
Minimum Gate Fee - Green Waste
Mixed Load - Additional Charge
Appliances
Oil Filters - Small
Oil Filters - Medium
Oil Filters - Large
Concrete - Ton
Dirt - Ton
Sheetrock - Clean
Sheetrock - Dirty
Tires - Bicycle
Tires - Motorcycle
Tires - Passenger Car
Tires - Passenger Car with Rim
Tires - Truck
Tires - Truck with Rim
Tires - Tractor
E-Waste - Computers
E-Waste - Monitors
Scrap Metal
Up to 3 cans
After 3 cans
* Rates are rounded to the nearest five cents
NEW
2025
Rate
Rounded*
$143.50
$32.50
$16.25
$5.40
$67.05
$9.75
$9.50
$32.25
$17.55
$0.65
$1.10
$1.50
$113.10
$113.10
$72.10
$113.10
$2.00
$3.95
$5.90
$9.20
$12.55
$17.00

66.70 - 504.55
No Charge
No Charge
No Charge
Attachment 2

SWS Transfer Station Agreement
Cost/Rev
1,2,4 Construction / lease $2.36 / MSW ton
3 Construction / Lease $10.00 / MSW ton
1,2 Fuel
Disposal - Landfill
9 Disposal - Processing
1,2 Operating Costs
Per Ton Contractor Gate
4 City Franchise Fee $2.00
4 MSWMA Fee $5.00
6,7,8 TOTAL GATE FEE
Notes
Adjustment
Period
Annual
nme to Time
Annual
Time to Time Time to Time
Annual
Time to Time
Time to Time
Adjustment
Method
100% of index change
Per City
100% of index change
Per Landfill Agreement
Per Processor Agreements
100% of index change
Per City
PerMSWMA
1 Agreement should state mutually agreed upon Index if Index becomes unavailable 2 June to June change
3 Lease rate replaces construction rate January 1, 2017 - $10.00 per ton MSW Index
Used
CPI· US Cities CPI-U
N/A
eia CA #2 Diesel Retail all sellers
N/A
N/A
CPI · US Cities CPI-U
N/A
N/A
Cost
Group
Base Rate as Adjusted
Pass Through
Base Rate as Adjusted
Pass Through
Pass Through
Base Rate as Adjusted
Pass Through Pass Through
4 Part of Construction rate left in gate rate to cover triple net lease costs (adjusts by CPI) starting January 1, 2017. i.e .. Prop tax, Insurance & R&M. 4 Agreement should state initial rate, subject to change by City/ MSWMA action S Exhibit of calculation to be made part of agreement
6 SWS requests new rate by Aug 15, City approves by Oct 15, Pub Notice given by Nov 1, Adjusted Rate goes into effect following January 1. 7 Per Yard Gate Fee shall be equal to 24.05% of per ton contractor gate fee PLUS per ton City & MSWMA fees divided by 5.54 (MSWMA yards / ton) 8 Rate change is calculated as follows:% annual adjustment X actual prior year (July to June) component cost= new funds needed/ total gate revenue = % adjustment to gate rate.
9 Processing contract mutually agreed to with city • i.e. PRS grinding yard rate charged SWS for greenwaste.

City can direct SWS to implement other programs, provided the costs of such programs are covered through increased rates.

Attachment
2

Solid Waste Systems
Disposal Breakdown by Stream & Facilty
SWSMSW
Potrero - PRS- Inbound SWSCompost
MSW$ PRS-GYW $ Recycling$ Tons Inbound$$
2023-07 99,627 21,718 7,978 3,204 13,564
2023-08 93,929 22,691 8,848 3,247 14,316
2023-09 93,665 21,916 5,194 3,389 10,707
2023-10 87,785 23,921 5,693 3,782 12,995
2023-11 86,753 33,744 7,165 4,010 15,621
2023-12 82,622 27,789 6,173 3,837 12,051
2024-01 88,531 19,838 5,375 3,590 13,338
2024-02 86,056 23,466 4,119 3,669 15,554
2024-03 89,299 22,090 4,477 3,381 12,139
2024-04 102,243 20,174 4,244 3,388 14,953
2024-05 104,815 25,809 4,259 3,325 21,023
2024-06 103,306 19,015 3,261 3,016 18,871
Total $ 1,118,631 $ 282,173 $ 66,787 41,838 $ 147,253
Attachment 2

Rent Franhise Fees MSWMA
2023-07 $ 33,278 $ 46,590 $ 21,631
2023-08 $ 37,367 s 52,314 $ 24,288
2023-09 $ 34,350 $ 48,090 s 21,159
2023-10 $ 34,896 s 48,854 $ 22,682
2023-11 $ 32,366 $ 45,313 $ 21,038
2023-12 $ 29,886 $ 41,841 $ 19,426
2024-01 $ 29,459 s 41,243 $ 19,166
2024-02 $ 24,580 $ 34,412 $ 15,977
2024-03 $ 30,757 s 43,060 $ 19,992
2024-04 $ 34,267 $ 47,973 $ 22,273
2024-05 s 36,506 $ 51,109 $ 24,314
2024-06 $ 34,496 $ 48,294 $ 23,098
Total $ 392,208.08 $ 549,091.30 $ 255,044.82
39,220.81 Total Tons
Attachment 2

4. Componsatlon to Company.
(A) Basic Dlapual ?ricas. Th& basic p11r Ton pricas paid by Customer lo Company for Acceptable Weate and Special Waste dallve1ed to 1he Disposal Site hefeunder (Che ·easlo Dl&Jl05e.l Prices") shall be as Gel fel'lh on Exhibit A, which Is attached hereto end made II pall hereor. The par1Ies may amend EJhiblt A lrom time lo time upon mucual written agreement !or lho purpose of adding additional lypes ot Acceptable Waste and the corre1pcndlng Buie DlspoHI Prices 1111 such eddillonel types ol Acceptabls Wai1h1. The Basic Dlapoaal P,lcea Include cu1rent Fees and Taxes lmpD&1d on acceplance of Acc11pI.abl1 Waste at Ille Disposal Sill In &!feel u or tha Ell11cllve Date, but does not lnc!udo salu or uee 1axea, II applicable, lor ..tiich CU8tomer shall bs solely responslbla.
(Bl CPI Adjuslment. Commencing on January 1, 201 B, and on each Janua,y 1st therealler, each of lhe Basic Dleposal Prices fo, Accep1able Waste and Special Waste stlell 11utoma1lcaUy lncr111sa BS rollowa;
(iJ Ninety jlercenl (90%) r:il the acluel ~1centag11 chenoe in the Coneumer Price Index for the Prior Roll Ing Twelve-Month Pariod (as delin&d balow), The Consumer Price Inda. or •cPI-U" means the All llama Consumer Price /ndu for All Urban Consumers- In Cha San Frencisco I Oakland I s,m Jose Metropolitan Area, standard rereronoo base period 1982 • 1984 - 100 as prepared by th11 Unlloo Slates Deparrmenl ol Labor Buraeu ol Labor Statls~ca ("BLS") or lls suceassor. Ir BLS deslgnah,& en Index wl!h a new iltle or code number er table 11umber as llelr,g Iha oontlnuallon of the Index cited above, the new Index will be 1Jsed. Olherwise, th11 par1Ias shell qrae upon a nsw Index. The "Prior Rolling Twelve Month Period" shall be calculated by esCabllshlng th& CPI-U on each ALJguat 1s1 aa compared to the lmmedlately preceding August I d111lng every ye11r or th• Term.
(C) Change ol Law. Tl\11 p1rtl s acknowi11dg11 lhal slllld waste disposal la a highly rugulatod Elnd highly taxed antarpr1e8. From time lo limo, elate, te<leral and looal govarnmente Impose n"w taxes or lncr.ase B)dstlng Fees a11d Taxes. Jn addl1lon. changes In laws and regula1ions require 11ddltlanal lnveatm1ml ol cepilal and cauae Company'a coats of operallcns lo Increase. Ths•• tax and cost requlroments are unavoidable by Company. II new or Increased Fees and Tues or lncroaslld ,agulatory compliance coata are 11t 1111y lime imposed, asaaased, levied or charged on Com pants waste management and disposal activilie&, or II Increased operation al cosls result from changes in reGIAatlons, permit conditions or regulatory lnlerpratatlon (togethar 1h11 'Allowable Casis"), the Basic Olspo&al l'ric11 shall be equitably ad)llsted to allow Allowable Cosls lo be passed through to Cus1omar by a Basic Disposal P,loo adjustment: provldod, however, such ANowBbto Costa must be ratably shared ac,on all npplloeble customers or Company uunztno the Olsp~al 5He.

Notwl1hslandlng anything conlait1Bd herein to the contrary, 11 det11rmlnatlon by any governm11nlal enll1y (Including, wllhoul limitation. ths Stale or CsHlornla, o, Solano Counly) that Dlv111slon Materials ullllzed by Company hereunder as alte,natlve dally cover shall no longer quality for AB 939 diversion credits shell constitute the Imposition or new 1axos amt allow for adjustment lo the Basic Disposal Piles for Wa5le Used as ADC In aocol'dance with 11\e lerma or this section 4(C). CJ11tnpany shall noury cuatomer of its calculallon of Iha new Basic Dlspoul Price per ton (the "New Rate''), including with suofl notice the method<>logy used lo calcule1e the New Rate and Customer she~ have lhlrty (30) days lrom lhe date of such notice 10 dlspula the New Rate or tho manner In which It waa calculated .. (D) Special Waste. The Buie Disposal Price ror Speclal Waate shall be as set 1orth In Extilbll A, whici\ may be amended ijnd updated from time lo lime by lhe mutual agreemenl ol lh11 parllvs to add additional ag,oed upon Spacial Waste Streams. (El CumulaIlv.e Compensation. Every ed)uatmenl to Company's compensation pursuant hereto will be cumulative and In addition lo &very olher adjustm,nl pursuanl hereto.

Attachment 2

Antonio,
Yes, we have two new governmentfees related to Phase II filling.

One fee ta the County 1s .15/ton and one to the Conservation District of .41 /ton.

As for the Pl, I would guess around 3% based on the table below. 2015 2.63%
2016/1 3.02%
2017 3.44%
20181 3.56%
2019! 3.53%
2020 2.91%
2021 ' 1.67%
2022 , 5.19%
2023 5.30~·'0
2024 2.37%
Thanks,
Natalie Hicks
Potrero Hms LancffiU - Waste connections
3675 Potrero HUis Lane Sutst.m, CA 94585
P.O. Box 68 Fairfield, CA 94533
Office: 707.432.4637 ext 54637 I Mobile: 530.209.1120 I Fax: 707.432.4630

0.15 County

0.41 Conservation District

0.56 Total
$32.13
157~96 % of Current Rate
Attachment 2

Week 1 Week2 Week3 Week4 Week5
Year-Month End Date Value End Date Value End Date Value End Date Value End Date Value 2023-Feb 02106 5.482 02/13 5.445 02/20 5.407 0'2127 5.357 2023-Mar 03106 5.316 03/13 5.312 03(20 5.260 03/27 5.165 2023-Apr 04/03 5.047 04/10 4.989 04,'17 4.963 04/24 4.960 2023-May 05101 4.903 05/00 4.847 05i15 4.825 05/22 4.825 05!29 4.810 2023-Jun 06/05 4.765 06112 4.750 06119 4.773 06/26 4.751 2023-Jul 07/03 4.762 07/10 4.821 07117 4.848 07/24 4.944 07/31 5.158 2023-Aug 08/07 5.339 08!14 5.518 08121 5.535 08/28 5.678 2023-Sep 09/04 5.801 09/11 5.970 09/18 6.192 09!25 6.208 2023-0ct 10102 6.269 t0/09 6.178 10/16 6.119 10/23 6.016 10/30 5.890 2023-Nov 11/06 5.816 11/13 5.699 11120 5.640 11i27 5.579 2023-Dec 12/04 5.480 12111 5.367 12!18 5.231 12/25
2024-Jan 01!01 5.184 01/08 5.152 01/15 5.142 01/22 5.092 01/29 5078 2024-Feb 02i'05 5.121 02.112 5.250 02119 5.258 02/26 5.225 2024-Mar 03/04 5.228 03/11 5.207 03/18 5.203 03/25 5.224 2024-Apr 04/01 5.221 04/08 5.259 04115 5 256 04/22 5.244 04!29 5.216 202:4-May 05.106 5.155 05!13 5.123 05/20 5.049 05.127 4.985 2024-Jun 06/03 4.968 06/10 4.911 06/17 4.915 06/24
2024-Jul 07.101 4.915 07/08 4.955 07t15 4.932 07i22 4.874 07/29 4.831 2024-Aug 08105 4.821 Attachment
2

COU NO. 1516 -125

FIRST AMENDED AND RESTATED WASTE COLLECTION AGREEMENT
Attachment 3

TABLE OF CONTENTS
Page
First Amended and Restated Waste Collection Agreement 1

1. Franchise Grant 1

2. Definitions 2

3. Term 6

4. Franchise Fee; Other Fees 6

5. Services 6

5. 1 Solid Waste 6

5. 2 Recyclables 7

5. 3 Green Waste and /or Mixed Organic Waste 7

5. 4 Food Waste 7

5. 5 Contaminated Materials 7

5. 6 Changes; Missed Pick -Ups 7

5. 7 Containers — Single Family Residential 8

5. 8 Containers — Multi- Family Residential, Commercial and Institutional 8

5. 9 Replacement or Addition ofContainers 8

5. 10 Personnel and Equipment 8

5. 11 Disposal and Processing Facilities 9

5. 12 Local Office 11

5. 13 Pick -Ups at City Facilities 11

5. 14 Outreach and Public Education 11

5. 15 Fall Leaf Collection 11
Attachment 3

5. 16 Spring Clean -Up Week 11

5. 17 Additional Services 12

5. 18 Permits and Licenses 12

5. 19 Diversion Requirements 12

6. Rates 12

6. 1 Establishment ofRates 12

6. 2 Modification Based on Consumer Price Index, Fuel Index, Recycling Reduction and Certain Pass - Through Costs 12

6. 3 Modification Based on Changes in Pass - Through Costs 14

6. 4 Five Year Review 15

6. 5 Modification Based on Extraordinary Items 15

6. 6 Billing I5

6. 7 Proposition 218 16

7. Provisions Applicable to Equipment and Personnel 16

8. Records and Reports 17

9. Hold Harmless and Insurance 17

10. Remedies upon Default 18

11. Assignment 20

12. Waiver 21

13. Administration 21

14. Independent Contractor 21

15. Notices 21

16. Amendments 22
ii
Attachment 3

17. Successors and Assigns 22

18. Integration; Severability
Exhibit A — Reserved
Exhibit B — Recyclable Materials Agreement
Exhibit C — Curbside Rate Calculation
Exhibit D — First Amended and Restated Agreement for Receipt of Wood Waste, Green Waste and Mixed Organic Waste
Exhibit E — Initial Service Rates
iii
22 Attachment 3

FIRST AMENDED AND RESTATED WASTE COLLECTION AGREEMENT
This First Amended and Restated Waste Collection Agreement (the " Agreement ") is made as of October , 2015 by and between the City of Ukiah, a municipal corporation hereinafter "City "), and Ukiah Waste Solutions, Inc., a California corporation (hereinafter Company "), with reference to the following:

WHEREAS, Company currently collects and disposes of Solid Waste generated in City pursuant to that certain Waste Collection Agreement dated December 12, 2011 ( the " Prior Agreement "); and
WHEREAS, Company has invested its own funds to acquire land and facilities that increase diversion of Solid Waste from landfills, reduce greenhouse gasses, and create new jobs; and
WHEREAS, City has approved a Mixed Organic Waste Curbside Recycling Program the " New Program "); and
WHEREAS, the parties wish to amend and restate the Prior Agreement on the terms herein in order to accommodate the New Program;
NOW, THEREFORE, in and for the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Franchise Grant.

1. 1 City hereby grants to Company, and Company hereby accepts from City, the exclusive franchise right and privilege, subject only to Section 1. 3 below, to Collect, remove, transport, Recycle, Process, compost and Dispose of all Solid Waste generated in City in accordance with the provisions of City's laws and regulations pertaining to the accumulation, collection and removal thereof and any other applicable law, including applicable State and Federal statutes or administrative rules.

1. 2 All Solid Waste Collected by Company pursuant to this Agreement shall become the property of Company upon its possession thereof, provided that nothing in this section shall be deemed a waiver by City of its rights and duties under this Agreement.

1. 3 The franchise granted to Company hereunder shall in all respects be exclusive, except as otherwise provided by applicable law and as follows:
a) Recyclables generated at any Residential, Commercial or Institutional Property that are Source Separated may be ( i) transported personally by the Generating person for sale or donation to a Processing facility that has been duly approved and authorized as such by a governmental or other appropriate authority, including beverage containers Recycled at authorized facilities under the California Beverage Container Recycling Litter Reduction Act, (ii) may be sold or donated by the Generating person to any Charitable Entity, or (iii) sold by the 1 Attachment 3

Generating person to any licensed Recycler (provided the Generating person is not charged any amount by such Recycler, directly or indirectly);
b) Solid Waste Generated at any Residential, Commercial or Institutional Property may be personally transported by the person Generating same to any licensed landfill, transfer station or materials recovery facility;
c) Green Waste removed from a Residential, Commercial or Institutional Property by a gardening, landscaping or tree trimming contractor as an incidental part of a comprehensive service offered by such contractor, rather than as a hauling service, may be disposed of by such contractor at any licensed transfer station or materials recovery facility, provided that such contractor does not store the box, bin or container used for such purpose at the location where the service is provided or remove such box, bin or container from such contractor' s truck;
d) Construction Debris and Demolition Debris removed from a Residential, Commercial or Institutional Property by a licensed construction or demolition contractor using its own employees and equipment as an incidental part of a comprehensive service offered by such contractor, rather than as a hauling service, may be disposed of by such contractor at any licensed transfer station or materials recovery facility, provided that such contractor does not store the box, bin or container used for such purpose at the location where the service is provided or remove such box, bin or container from such contractor' s truck; and e) Hazardous Waste and Household Hazardous Waste may be disposed of in any lawful manner.

1. 4 To the extent permitted by applicable law, City agrees to take such steps as may be reasonably necessary to protect ( a) Company's ownership of Solid Waste, including Recyclables, Green Waste and /or Mixed Organic Waste, placed at the curbside or designated collection location for Collection by Company under the terms of this Agreement, and ( b) Company's exclusive rights to collect all Solid Waste, including Recyclables, Green Waste and Mixed Organic Waste, in accordance with the terms hereof. City' s obligation under this Section

1. 4 is subject to Company' s agreement, upon request of City, to reimburse City' s reasonable expenses, including attorneys' fees and litigation expenses, incurred in taking steps as agreed upon herein; provided, however, that nothing herein shall prevent Company from taking any lawful action to protect its rights hereunder.

1. 5 Except as expressly provided herein, this Agreement shall supersede the Prior Agreement as of the Effective Date set forth in Section 3 below, when the Prior Agreement shall cease to have any effect (except for periods prior to such Effective Date).

2. Definitions.

2. 1 " Authorized Facility" means a Disposal or Processing facility that has received and is maintaining in good standing all regulatory or other approvals required by law to perform the task for which Company is using the facility and which has been approved by the City pursuant to Section 5. 11 below.

2.2 " Billing Fees" means the billing fees payable to City pursuant to Section 6. 6 2 Attachment 3

below, including any fees or charges adopted to replace or supplement such billing fees.

2. 3 " CCC" means Cold Creek Compost, Inc.

2.4 " Change in Law" means the enactment, adoption, promulgation, issuance, modification, or written adoption or change in administrative or judicial interpretation on or after the Effective Date of, any law, regulation, rule, order, judgment, decree, permit, approval or other requirement of any governmental agency ( including City) having jurisdiction over this Agreement or Company' s performance hereunder.

2. 5 " Charitable Entity" means any not - for - profit organization or entity maintained for community service, education or the public good, including service clubs, scouting organizations, religious and educational organizations and recognized charities.

2. 6 " Collect" or " Collection" means the collection, transportation and removal of Solid Waste within and from City.

2. 7 " Commercial Property" means property upon which business activity is conducted, including but not limited to retail sales, services, wholesale operations, manufacturing and industrial operations, but excluding businesses conducted upon Residential Property that are permitted under applicable zoning regulations and are not the primary use of the property.

2. 8 " Construction Debris" means used or discarded construction materials generated during the construction or renovation of a building, structure or other man -made improvement on a Residential, Commercial or Institutional Property.

2. 9 " Containers" means any and all types of Solid Waste receptacles supplied by Company, including but not limited to rectangular bins, cylindrical containers, and any and all other kinds of receptacles or bags, irrespective of size or shape.

2. 10 " Customer" means the owner or occupant of Residential, Commercial or Institutional Property.

2. 11 " Demolition Debris" means used construction materials generated during the razing or renovation of a building, structure or other man -made improvement on a Residential, Commercial or Institutional Property.

2. 12 " Disposal" means the permanent placing of Solid Waste in a facility legally permitted to receive it.

2. 13 " Disposal Costs" means Company' s costs to deposit Solid Waste collected under this Agreement at the Transfer Station ( as defined in Section 5. 11 below) or any other Authorized Facility.
3 Attachment 3

2. 14 " Food Waste" means food scraps, including animal and vegetable foods, paper tissues, paper napkins and towels, coffee grounds and filters, pizza boxes, food soiled paper plates and cups, and miscellaneous paper not suitable for recycling that is discarded ( as from a Commercial or Residential Property kitchen).

2. 15 " Franchise Fees" means the franchise fees payable to City pursuant to Section 4 below, including any fees or charges adopted to replace or supplement such franchise fees.

2. 16 " Generate" means to create or render. A Customer is not considered to be the Generator of Solid Waste ifthe material has merely been transported or moved to the Customer' s site.

2. 17 " Green Waste" means tree trimmings, grass cuttings, plants, leaves, branches and trees ( not more than six ( 6) inches in diameter or more than four (4) feet in length) and similar materials generated at a Residential, Commercial or Institutional Property.

2. 18 " Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste or extremely Hazardous Waste by the State of California, or identified as Hazardous Waste by the U. S. Environmental Protection Agency, under applicable laws or regulations.

2. 19 " Household Hazardous Waste" means Hazardous Waste that is generated at Residential Properties.

2. 20 " Institutional Property" means the premises or site of any governmental entity, including city, county, state and /or federal buildings, public schools, colleges, and public recreational sites.

2. 21 " Mixed Organic Waste" means Green Waste and Food Waste.

2. 22 " Multi- Family Residential Property" means any building or structure, connected structure or series of structures used for residential purposes, and consisting of three ( 3) or more distinct dwelling units, irrespective of whether the dwelling units are rental units or are owner- occupied.

2. 23
Costs.

Pass- Through Costs" means Disposal Costs, Processing Costs and Regulatory

2. 24 " Processing" means the act of salvaging, reprocessing, marketing and selling or reusing Recyclables ( including Green Waste and Mixed Organic Waste) for the purpose of Recycling, whether directly or through one or more third parties ( including, in the case of Green Waste and Mixed Organic Waste, composting or anaerobic digestion), and shall include other means of diverting Solid Waste from landfills.
4 Attachment 3

2.25 " Processing Costs" means fees, if any, paid by Company to a Processing Facility for Processing Recyclables, Food Waste, Green Waste, Mixed Organic Waste, Wood Waste and Solid Waste collected by Company. The amount paid by Company to PRS for Food Waste, Mixed Organic Waste, Green Waste or Wood Waste delivered to the PRS Facility shall be as determined under that certain First Amended and Restated Agreement for Receipt of Wood Waste, Green Waste and Mixed Organic Waste among PRS, UWS and SWS of even date herewith and attached as Exhibit D hereto (the " PRS Agreement ").

2. 26 " Recyclables" means Solid Waste which may be reused or processed into a form suitable for reuse through reprocessing or remanufacture consistent with the requirements of the California Integrated Waste Management Act of 1989, as amended ( "AB 939 "), including, without limitation, paper, newsprint, printed matter, pasteboard, paper containers, cardboard, glass, aluminum, PET, HDPE, and other plastics, beverage containers, compostable materials including Green Waste and Food Waste), and wood, brick and stone in reusable size and condition. Recyclables shall include those items of Construction Debris and Demolition Debris which are described in this Sections 2. 8 and 2. 11. Company shall report changes in Recyclables collected at the curbside to the City Manager who must approve those changes.

2.27 " Recycle" means the process of reusing or processing Solid Waste into a form suitable for reuse consistent with the requirements ofAB 939.

2.28 " Regulatory Costs" means all regulatory and governmental fees and charges incurred by Company in connection with providing services under this Agreement, including, without limitation, Franchise Fees, Billing Fees, commercial oversight fees and landfill closure costs payable to City.

2.29 " Residential Property" means Single Family Residential Property and Multi - Family Residential Property.

2. 30 " Single Family Residential Property" means any building or structure, connected structure or series of structures used for residential purposes, and consisting of less than three ( 3) distinct dwelling units, irrespective of whether the dwelling units are rental units or are owner- occupied.

2. 31 " Solid Waste" means all putrescible and nonputrescible residential refuse, commercial solid waste, institutional solid waste, garbage, Green Waste, Food Waste, Mixed Organic Waste and rubbish as defined in Public Resources Code Section 40191, including, without limitation, for the purposes of this Agreement Construction Debris, Demolition Debris, Recyclables, but excluding Hazardous Waste and Household Hazardous Waste.

2. 32 " Source Separated" means Recyclables that are separated at the Residential, Commercial or Institutional Property where they are generated from Solid Waste and other Recyclables that are Collected separately, and which are saleable or acceptable for Processing without further sorting, including, but not limited to, Recyclables consisting of glass, paper, plastic, cardboard, tin cans and aluminum cans which are separated from all other Recyclables and Solid Waste, Green Waste which is separated from all other Recyclables and Solid Waste, 5 Attachment 3

and Mixed Organic Waste which is separated from all other Recyclables and Solid Waste.

3. Term. Subject to earlier termination in accordance with the terms of this Agreement, the term of this Agreement shall commence on October 1, 2015 ( the " Effective Date ") and continue for a period of eleven ( 11) years and three ( 3) months through December 31, 2026, provided that Company shall have one ( 1) option to extend this Agreement and the franchise granted hereunder on the terms and conditions herein for a period of five ( 5) years commencing January 1, 2027 and ending December 31, 2031. Notice of Company' s exercise of such option must be given at least six (6) months prior to December 31, 2026. The option to extend hereunder may not be exercised unless Company is in material compliance with the terms of this Agreement at the time of exercise and on December 31, 2026. It is the parties' intention that, subject to prior termination hereunder or thereunder, the term of this Agreement be coextensive with the term of the Transfer Station Agreement between City and Solid Wastes Systems, Inc. ( "SWS ") of even date herewith (the " Transfer Station Agreement ").

4. Franchise Fee; Other Fees. Company shall be liable to City for a franchise fee equal to fifteen percent ( 15 %) of the gross revenues collected by Company from Customers within the City limits during the term of this Agreement or such other percentage of such gross revenues as the City Council may establish from time to time. Within thirty (30) days after the end of each calendar month, Company shall send City a statement detailing gross revenue received by Company from Commercial and Institutional Customers, and from the Multi - Family Residential Customers that Company bills, for the prior calendar month, and City shall send Company a statement showing how City calculated the amounts withheld in accordance with this Section 4 and Section 6. 6 below from its payment to Company for the prior calendar month. As soon as City' s billing system permits it to generate the following statement, City will provide Company within thirty (30) days after the end of each calendar month with a statement detailing the amounts billed by City to the Residential Customers billed by City, the amounts collected by City from such Customers, the amounts paid to Company and all amounts withheld from such payments in accordance with this Section 4 and Section 6. 6 below for the prior calendar month.

In addition, each party shall maintain copies of all its billing and collection records for three ( 3) years following the date of billing for inspection and verification by the other party. Company shall also owe City a Billing Fee pursuant to Section 6. 6 below, a commercial oversight fee of 10, 000 per calendar year and a landfill closure cost of $60,000 per calendar year. The Franchise Fee, the Billing Fee, the oversight fee and the landfill closure fee shall all be paid by means of City' s withholding such amounts from the payments City makes to Company in respect of the revenues City bills to Residential Customers in accordance with Section 6. 6 below. The annual oversight and landfill closure fees will each be withheld at the rate of one - twelfth per month.

5. Services.

5. 1 Solid Waste. Company shall Collect and Dispose of all Solid Waste ( other than Source Separated Recyclables, which are subject to Section 5. 2 below, and Source Separated Green Waste and Mixed Organic Waste, which are subject to Section 5. 3 below) generated at every Single Family Residential Property within City once each week on a regularly scheduled day, and at every Multi- Family Residential, Commercial and Institutional Property within City 6 Attachment 3

upon a schedule established between Company and each Generating person ( or the owner, landlord or property manager, in the case of Multi- Family Residential Properties), but at least once each week on a regularly scheduled day, in accordance with this Agreement. Solid Waste shall not be put out for Collection with Hazardous Waste or Household Hazardous Waste in the same Container. Company will not collect Solid Waste, including Recyclables, on New Year' s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day or Christmas Day, and will make appropriate adjustments to its collection schedule in order to avoid an excessive accumulation of Solid Waste on such days.

5. 2 Recyclables. On the same day as specified by Company under Section 5. 1, Company shall collect all Source Separated Recyclables ( other than Green Waste and Mixed Organic Waste) Generated at every Residential Property within City once each week on a regularly scheduled day in accordance with this Agreement. Company shall collect all Source Separated Recyclables ( other than Green Waste and Mixed Organic Waste) Generated at every Commercial and Institutional Property within City upon a schedule established between Company and each Generating person ( or the owner, landlord or property manager, in the case of Multi- Family Residential Properties), but not less frequently than weekly.

5. 3 Green Waste and /or Mixed Organic Waste. On the same day as specified by Company under Section 5. 1, Company shall collect all Source Separated Green Waste and /or Mixed Organic Waste Generated at every Residential Property within City once each week on a regularly scheduled day in accordance with this Agreement. Company shall collect all Source Separated Green Waste and/or Mixed Organic Waste Generated at each electing Commercial and Institutional Property within City upon a schedule and at rates established between Company and each Generating person, but not less frequently than weekly.

5. 4 Food Waste. Subject to any revisions to the Food Waste Collection Program adopted pursuant to Section 5. 17, Food Waste shall be collected only in the Green Waste containers approved by the City Manager pursuant to Sections 5. 7 and 5. 8 below as a component of Mixed Organic Waste deposited in said containers by Customers on Residential, Commercial or Institutional Properties pursuant to the New Program.

5. 5 Contaminated Materials. Company may refuse to collect Solid Waste, Recyclables, Green Waste and /or Mixed Organic Waste Generated by, and shall not be obligated to continue to provide any Solid Waste, Recyclables or Green Waste and /or Mixed Organic Waste Container to, any person who after reasonable warning, fails to sort Solid Waste, Recyclables, Green Waste and /or Mixed Organic Waste properly, or fails or refuses to allow Company to Collect, on an exclusive basis, said person' s Solid Waste, Recyclables, Green Waste and/or Mixed Organic Waste. Company shall make available to City any warning notices issued by Company for this purpose, and City shall investigate same to determine whether the person receiving the notice has violated the applicable ordinance. Company may alternatively assess a contamination charge in accordance with Exhibit E in such instances.

5. 6 Changes; Missed Pick -Ups. Company shall not alter or adjust Collection services without providing prior notice to all service addresses, and any schedule modifications shall not 7 Attachment 3

result in reduced service frequency to any Customer. Company shall collect and remove Solid Waste and Recyclables from any premises " missed" or "skipped" during the regularly scheduled time, within one ( 1) working day after demand for collection is made by the Customer or City.

5. 7 Containers - Single Family Residential. Company shall collect Solid Waste, Recyclables, Green Waste and Mixed Organic Waste from Single Family Residential Properties in City in the following types of Containers: Solid Waste — 10, 20, 32, 64 or 96 gallons, Recyclables —32 ( Billy Goat Run) or 96 gallons, and Green Waste and/or Mixed Organic Waste 32 (Billy Goat Run) or 96 gallons. Company has provided and distributed one set of Solid Waste, Recyclables and Green Waste Containers, at no cost in addition to the monthly rates, to each Single Family Residential Property in City where collection can be accomplished using Company' s standard curbside collection equipment, and will provide such a set to each new Single Family Residential Property in City after the Effective Date, and will provide a new Green Waste Container or modify an existing Green Waste Container of the approved size to each such Single Family Residential Property upon commencement of the New Program.

Nothing in this section shall be deemed to preclude the use of bins or other Containers of a size and shape, which are compatible with approved rates, acceptable to and supplied by Company and, in the event City and Company shall institute new programs hereunder which require bins or other Containers of a particular size and shape, Customers on single unit Residential Properties shall use bins or other Containers supplied by Company meeting such requirements.

5. 8 Containers- Multi- Family Residential, Commercial and Institutional. Company shall collect Solid Waste, Recyclables, Green Waste and /or Mixed Organic Waste from Multi - Family Residential Properties, Commercial Properties and Institutional Properties in City in a size and shape suitable for each such location from the following capacities: 10, 20, 32, 64 or 96 gallon carts, two -yard, three -yard, four -yard and six -yard bins, and 15 -yard, 20 -yard and 30 -yard boxes, provided that Green Waste and /or Mixed Organic Waste shall be collected only in 64 gallon carts or two -yard bins and only commingled in the same container.

5. 9 Replacement or Addition of Containers. Company shall replace, at no charge to a Single Family Residential Generator but not more than once a calendar year, a Solid Waste, Recyclables or Green Waste Container that is stolen from the curb. If from time to time a Single Family Residential Generator may wish to have additional Containers, Company shall make additional Containers available for free and adjust the Generator' s service rate. A replacement Container will be provided free to any Single Family Residential Generator returning the original Container for a Container of a different size, but not more than twice a calendar year. Company will maintain and repair Containers at its cost, and shall repair or replace damaged Containers, at Company' s option, upon request of a Customer or City. The ownership of all Containers purchased by Company under this Agreement shall be and remain with Company.

5. 10 Personnel and Equipment. Company shall furnish sufficient personnel, labor and equipment required for the Collection, removal, handling, Processing and Disposal of all Solid Waste Generated within the corporate limits of the City in compliance with this Agreement and the City' s applicable law or City policy.
8 Attachment 3

5. 11 Disposal and Processing Facilities.
a) Solid Waste. Company shall transport all Solid Waste collected by it in City to the transfer station operated by SWS and located at 3151 Taylor Drive, Ukiah, California the " Transfer Station "). All of such Solid Waste that is not Recycled shall be hauled to a licensed disposal facility in accordance with the terms of the Transfer Station Agreement. The gate fee paid by Company to SWS for Solid Waste delivered to the Transfer Station shall be as determined under the Transfer Station Agreement.
b) Recyclables. Company shall transport all Source Separated Recyclables other than Green Waste and Mixed Organic Waste) Collected by it curbside from Residential Customers in City to the materials recovery and green waste facility operated by Pacific Recycling Solutions, Inc. ( "PRS ") and located at 4260 North State Street and 3501 Taylor Drive and 3515 Taylor Drive, Ukiah, California (the " PRS Facility ") for Processing. Company shall transport all other Recyclables collected in City to the Transfer Station. Any residue from such Recyclables that cannot be Recycled shall be Disposed of in accordance with the Transfer Station Agreement if delivered to the Transfer Station, or at any Authorized Facility selected by PRS, ifdelivered to the PRS Facility. PRS shall pay Company the amounts determined under that certain Recyclable Materials Agreement between PRS and Company of even date with this Agreement attached hereto as Exhibit B for Recyclables delivered to PRS by Company (the Recycling Agreement "). The amount, if any, paid by Company to SWS for Recyclables delivered to the Transfer Station shall be as determined under the Transfer Station Agreement. c) Green Waste and Mixed Organic Waste. Company shall transport all Source Separated Green Waste collected by it in City to any or all of the following facilities: the Transfer Station, the PRS Facility, the CCC composting facility (the " CCC Facility "), or the Scotia biomass conversion facility (the " Scotia Facility "), or other biomass conversion facility approved by the City Manager for Processing; provided, however, that, notwithstanding any other provision in this Agreement and subject to the receipt by PRS of all government approvals and permits necessary for PRS to receive, commingle, store and handle Mixed Organic Waste, Company shall deliver all Mixed Organic Waste generated in City from curbside collection from Residential, Multi- Family Residential, Commercial and Institutional Properties to the PRS Facility for transport from the PRS Facility to the CCC Facility during the term of and in accordance with the Agreement for Mixed Organic Waste Services between PRS and CCC dated September 15, 2015, which is attached as Exhibit 1 to Exhibit D to this Agreement (the " CCC Agreement "); provided, however, that the exercise of any option to extend that agreement by PRS must be approved by City. Any residue from the Green Waste or Mixed Organic Waste generated in City that cannot be Processed shall be disposed of in accordance with the Transfer Station Agreement if delivered to the Transfer Station, or at any Authorized Facility selected by PRS, if delivered to the PRS Facility. The amount paid by Company to SWS for Green Waste delivered to the Transfer Station shall be as determined under the Transfer Station Agreement, and the amount paid by Company to PRS for Green Waste and /or Mixed Organic Waste delivered to the PRS Facility shall be as determined under the PRS Agreement. d) Alternate, Successor and Other Authorized Facilities. Company shall provide City with written notice as soon as Company knows that it will use a Processing Facility instead of or in addition to the PRS Facility, the Scotia Facility, or other biomass conversion facility approved by the City Manager for Processing, or the CCC Facility; provided, however, that Company and PRS shall only be entitled to propose an alternate Processing Facility (or 9 Attachment 3

Disposal Facility, if available) to receive Mixed Organic Waste from PRS if CCC shall refuse, due to no fault of Company, SWS or PRS, to accept Mixed Organic Waste that is not a Contaminated Load ( as defined in the CCC Agreement) or ifthe CCC Facility shall shut down or cease operating. The notice shall provide the name and location of the proposed Facility, the anticipated gate fee and other charges for Processing at that Facility, and a copy of the proposed contract between Company and such Facility. Company shall also provide City with the increased or decreased transportation costs, if any, associated with using the proposed Facility in the case of Mixed Organic Waste) and with any additional information about the proposed Facility reasonably requested by City. Company' s use of the proposed Processing Facility shall be subject to approval by the City Council, which shall not be unreasonably withheld. In acting on a request for approval, the City shall consider, among other things, whether the use of that Facility is available at a reasonable cost to the ratepayers considering the environmental benefits and the available alternatives, and otherwise qualifies as an Authorized Facility. The City Council may consider any other factor reasonably related to a legitimate City interest in its management of waste collection and disposal, including, but not limited to, alternative technologies and facilities, the impact on rates, past performance and regulatory compliance history of the Processing Facilities under consideration, factors affecting the facilities' future performance, and the public interest. City and Company acknowledge that, as of the date of this Agreement, very few Processing Facilities will accept Mixed Organic Waste and, if not Processed, such Waste cannot be stockpiled and may not be permitted to be Disposed of in a landfill. Accordingly, and notwithstanding any other provision in this Agreement, in the case of a written request by Company to use a Processing Facility (or Disposal Facility, if available) other than CCC for Mixed Organic Waste: ( i) City will, in its sole discretion and within sixty 60) days after its receipt of such request, approve the use of the proposed Facility or select an alternate Processing Facility or Disposal Facility, if available, to Process or Dispose of the Mixed Organic Waste, and ( ii) Company' s service rates will be adjusted to cover any increase or decrease in its costs for Processing or Disposal, and /or transportation resulting from City' s decision, effective as of the date of such request; and, provided, further, that if City does not accept the proposed Facility or select an alternate Facility in accordance with this sentence, Company shall direct PRS to deliver the Mixed Organic Waste for Processing to any licensed facility, with the costs to PRS of using the new facility being deemed to consist of the tonnage of Mixed Organic Waste delivered by PRS to the new facility multiplied by the then effective per ton or per yard Rate for MSW charged at the Transfer Station, and with the excess of such costs to PRS over the costs to PRS of using the CCC Facility being passed through to Company and treated as a Pass - Through adjustment to the Rates on the next Rate Adjustment Date pursuant to Section 6. 3 below. In the event that the Transfer Station, the PRS Facility, the CCC Facility, the Scotia Facility or any other Authorized Facility described above cannot accept Solid Waste, Recyclables, Green Waste, or Mixed Organic Waste Generated in City on a temporary basis due to no fault of Company, or due to events beyond the control of Company, such as acts of God, public emergency, strike or lockout by employees of another entity unrelated to Company, Company shall locate and use an alternate licensed facility for the duration of such circumstance; provided, however, that City approval in accordance with this Section 5. 11( d) shall be required if the Authorized Facility cannot accept Solid Waste for a period oftime exceeding three ( 3) months. In addition, in adjusting the MOW Processing Rate ( as defined in the PRS Agreement) at the PRS Facility during the five year review of rates conducted in 2016 under Section 4c. of 10 Attachment 3

that Agreement, the adjustment shall include in the per ton rate all costs incurred by PRS to accommodate the Processing of MOW, including, but not limited to, the capital costs of improvements to the PRS Facility, operational costs, transportation costs, and other costs required to accommodate the New Program and shall allow for a reasonable profit to Company.

5. 12 Local Office. Company shall maintain an office in or in close proximity to the City, as approved by the City Manager, where service may be applied for and complaints made.

The address and telephone number of such office shall regularly be included in Customer billings and service information distributed to the public. Company' s office shall have a responsible individual available daily between the hours of seven -thirty o' clock a.m. and four o'clock p.m., excepting Saturday, Sunday and holidays. Calls for missed collections shall be received 24 hours per day, by answering machine after four o' clock p.m. and on Saturdays, Sundays and holidays.

5. 13 Pick -Ups at City Facilities. Company shall provide Containers and remove, without charge, all Solid Waste, Source Separated Recyclables and Source Separated Green and Food Waste Generated at all City facilities, including from City street cans, ( of the nature and in the amounts currently collected) at least once per week, but Company may charge all other public agencies for services rendered at the same rates and on the same basis as Commercial Customers are charged for similar services. Company shall also remove, without charge, all grit and screenings from City' s wastewater plant as scheduled by Company and City

5. 14 Outreach and Public Education. Company shall execute a public awareness campaign for recycling by Residential and Commercial Customers, which campaign will include an up to date Web Site that includes educational information, a business waste reduction program, a school Recycling program and a flyer in Company' s billing statements ( or posted on Company' s website) not less than every six months. City shall provide Company with free space at all City- sponsored events to promote the campaign. Additional activities shall be available at additional cost by mutual agreement of the parties. Company shall also provide each new Customer with a packet of information regarding the curbside Recycling and Green Waste programs, and, if in effect, a Food Waste program, as well as information cards to be used in the event that a Customer places materials out for Recyclables, Green Waste or Food Waste collection that are not acceptable as set forth in this Agreement. Such card shall be left with the Customer' s container or bin and shall inform the Customer why the materials were not picked up.

5. 15 Fall Leaf Collection. Company shall provide all Customers with reasonable leaf collection without charge during the week after Thanksgiving each year in Containers and /or bags approved or provided by Company. City shall prepare and pay for an insert in all Customer billing advertising this service.

5. 16 Spring Clean -up Week. Company shall provide all Customers with reasonable Green Waste collection without charge during the third week ofApril each year, including the collection of tree branches not to exceed six ( 6) inches in diameter or four (4) feet in length. 11 Attachment 3

5. 17 Additional or Modified Services. Company shall provide additional or modified services upon request of City, or upon the proposal of Company as approved by City pursuant to Section 5. 19 below, subject, ifthe costs incurred by Company to provide such services increase or decrease, to the establishment by mutual written agreement of a reasonable service Rate, or service Rate adjustment, therefor.

5. 18 Permits and Licenses. Company shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals necessary or required for Company to perform the work and services described herein. City shall reasonably cooperate with Company in connection with obtaining or renewing such permits, licenses and approvals.

5. 19 Diversion Requirements. In an effort to assure City' s continuing compliance with the current and any future diversion requirements set forth in the California Integrated Waste Management Act of 1989, as amended ( "AB 939 "), Company shall propose and City may require Company to adopt and implement various recycling, Solid Waste reduction, public education and reporting programs for City and its residents, subject to City taking all actions necessary to implement such programs and approving reasonable service rate increases needed, if any, in connection therewith.

6. Rates.

6. 1 Establishment of Rates. The service rates specified in Exhibit E to this Agreement (the " Rates ") shall take effect on the Effective Date, subject to approval by the City Council and compliance with the notice and hearing requirements in Article XIII.D of the California Constitution and Government Code Sections 53750 et seq. ( collectively, "Proposition 218 "). Such Rates shall be adjusted pursuant to Sections 6. 2, 6. 3, 6. 4 and 6. 5 below, subject to compliance with the notice and public hearing requirements of Proposition 218 as provided in such Sections. The parties' agreement to subject the Rates and certain adjustments thereto to the notice and public hearing requirements of Proposition 218 is precautionary only and shall not be deemed an admission that Proposition 218 applies to the Rates or such adjustments. Company shall not charge any amount in excess of the approved Rates for services required by or permitted under this Agreement.

6. 2 Modification Based on Consumer Price Index, Fuel Index, Recycling Reduction and Certain Pass - Through Costs.
a) Adjustment Calculation. Each Rate shall be adjusted January 1st every year, beginning January 1, 2013 (" Rate Adjustment Date ") to reflect changes in the CPI, the Fuel Index, the amount paid to Company by PRS for Recyclables and certain Pass - Through Costs by a percentage determined in accordance with the Curbside Rate Calculation attached hereto as Exhibit C ( the " Calculation ").
b) Definitions. For purposes of Rate adjustments pursuant to this Section 6. 2 and the Calculation, the following terms shall have the following meanings. i) " Base Fuel Costs" means Company' s actual costs for diesel and other fuels used in performing services under this Agreement for the year ended December 31, 2010 or $200, 641. 15.
12 Attachment 3

ii) " Base Revenue" means Company' s total revenue received from Customers during the Comparison Year.
iii) " Base Year" means the year ended June
30th
one year prior to June
30th of the Comparison Year.
iv) " Comparison Year" means the year ended June 30th
immediately
prior to the relevant Rate Adjustment Date.
v) " Commercial Oversight Fees" means the total amount of commercial oversight fees, including any fees or charges adopted to replace or supplement such fees, paid by Company to City in accordance with Section 4 and 6. 6 during the Comparison Year. vi) " CPI" means the Consumer Price Index, All Urban Consumers, U. S. City Average, All Items ( 1982 - 1984 =100), published by the United States Department of Labor, Bureau of Labor Statistics.
vii) " Disposal Fees — Garbage" means the actual Disposal Costs paid by Company to SWS for Solid Waste delivered by Company to the Transfer Station during the Comparison Year.
viii) " Disposal Fees — Green Waste" means the actual Processing Costs paid by Company to PRS or any other Authorized Facility for Green Waste and /or Mixed Organic Waste delivered by Company to the PRS Facility or such Authorized Facility (including pursuant to Section 5. 11( d) above), respectively, during the Comparison Year. ix) " Fuel Costs" means Company' s actual costs for diesel and other fuels used in performing services under this Agreement during the Comparison Year. x) " Fuel Index" means the California No.2 Diesel Retail Sales by all Sellers ( Dollars Per Gallon) published by the U. S. Energy Information Administration. xi) " Landfill Closure Costs" means the total amount of landfill closure fees, including any fees or charges adopted to replace or supplement such fees, paid by Company to City in accordance with Section 4 and 6. 6 during the Comparison Year. xii) " Recycle Credit" means the product of (A) the average monthly weighted average price (AMWAP) per ton PRS is required to pay to Company under the Recycling Agreement for Source Separated Recyclables collected by Company curbside from Residential Customers during the Comparison Year, but not less than $ 5. 00, times (B) the total tons of such Recyclables so delivered by Company to PRS and accepted by PRS during the Comparison Year; provided, however, that if the amount of Recyclables rejected by PRS under Section 2 of the Recycling Agreement averages over any consecutive six month period more than 5% of the total Recyclables delivered to PRS ( "the Acceptable Rejection Rate "), the credit shall include AMWAP, but not less than $5. 00, times the tons of Recyclables rejected by PRS for that same six month period in excess of the Acceptable Rejection Rate . xiii) " Total Costs" means all of Company' s costs to provide Collection services under this Agreement, including, without limitation, labor costs, vehicle and vehicle - related costs, maintenance, insurance, and transportation costs, Fuel Costs and Pass - Through Costs.
c) Rules. For purposes of Rate adjustments pursuant to this Section 6. 2 and the Calculation, the following rules shall apply.
i) " CPI Change" shall be calculated as one hundred percent ( 100 %) of the percentage increase or decrease, if any, in the CPI during the Comparison Year, using the CPI published for June of such Year as compared with the CPI published for June of the Base 13 Attachment 3

Year.
ii) " Fuel Index Change" shall be calculated as one hundred percent 100 %) of the percentage increase or decrease, if any, in the Fuel Index from June ofthe Base Year through June of the Comparison Year; provided, however, that, notwithstanding Section

6. 2( b)( iii) above, " Base Year" for purposes ofthe Fuel Index Change shall mean the year ended June 30, 2010; and, provided, further, that the Fuel Index Change adjustment (i.e., Fuel Index Change multiplied by Base Fuel Cost) for any Rate Adjustment Date shall be calculated after removal of such adjustment for the prior Rate Adjustment Date. iii) Each adjustment element in the first part of the Calculation will be grossed up for the corresponding increase or decrease in Franchise Fees and Billing Fees ( where applicable) resulting from such adjustment, other than the CPI adjustment. iv) Rate adjustments for changes in Commercial Oversight Fees or Landfill Closure Costs that take effect on a date other than January 1St, as well as changes in other Pass - Through Costs, will be determined under Section 6. 3 below and not under this Section

6. 2.
d) Procedure. The procedure for Rate adjustments under this Section 6. 2 shall be as follows:
i) Not later than August 15th of each year, Company shall file with the City Manager a written notice of intention to adjust each of the then current Rates effective as of January 1st ofthe next year in accordance with Section 6. 2( a) through (c) above. ii) Within sixty (60) days ofthe filing of the notice of intention, the City Manager shall review the notice and either confirm that the proposed Rates are within the limit of Section 6.2( a) though ( c) above or establish by mutual agreement with Company any necessary changes to the proposed Rates to make such confirmation. iii) Not later than October 20th, the City Manager shall inform the City Council in writing of his or her determination regarding the proposed new Rates and the City Council shall be entitled to review and confirm that the proposed Rates are within the limit of Section 6.2 above or establish by mutual agreement with Company any necessary changes to the proposed Rates to make such confirmation, not later than November 20th.

Any new Rates shall
become effective on the following January 1St, provided that the Company and the City shall give the respective Customers that each bills written notice of the new Rates not later than December 1st.
iv) In the event that the CPI or the Fuel Index described in Section

6. 2( b) above shall be discontinued or materially modified during the term ofthis Agreement, the parties shall together select a replacement index and /or otherwise change Section 6. 2( b) above so as to replicate, as nearly as possible, the mutual intention of the parties to rely on the results of the relevant index described in Section 6. 2( b) as in effect on the date hereof.

6. 3 Modification Based on Changes in Pass - Through Costs. In addition to adjustments under Section 6.2 above, each Rate shall be adjusted to reflect changes in Pass - Through Costs that are not the subject of Rate adjustments pursuant to Section 6. 2 above, as follows. Using the section of the Calculation entitled " Revenue Base," each Rate shall be increased by an amount equal to the increase in applicable Pass - Through Costs, and decreased by an amount equal to the decrease in applicable Pass - Through Costs, in each case so as to cause all the Rates to compensate for such change in Pass - Through Costs as of the date such change 14 Attachment 3

becomes effective and either payable by or a benefit to Company, and taking into account the increase or decrease in Franchise Fees and /or Billing Fees payable in respect of such change.

6. 4 Five Year Review. Once every five (5) years ( beginning no later than April 2, 2016 for purposes of adjusting the Rates effective January 1, 2017), City shall conduct a review for the purpose of determining whether or not the automatic adjustments provided in Sections 6. 2 and 6. 5 have adequately adjusted the rates to cover the actual increase or decrease in the Company' s reasonable operating costs or have exceeded those costs and whether the Rates remain fair to the ratepayer and the Company. Depending on the results of that review the City may increase or decrease the rates. City shall complete each such review and adjustment, if any, at least three months ( 3) prior to the beginning of such year (by September 30, 2016 in the case of the first such review), and Company shall cooperate with such review. In conducting each such review, City shall consider the following information: financial records of Company including operating expenses and revenues and Disposal, Processing, Regulatory and other costs ofCompany, and Company revenues), the factors described in Section 6. 5 below, and rates charged for comparable services in similar communities. Increases or decreases in the Rates pursuant to this Section 6. 4 shall be subject to the notice and public hearing requirements of Proposition 218. The City may conduct such investigation as it deems necessary to perform this review and Company shall cooperate with such investigation, which may include the City' s inspection and copying of Company records and Review and /or Audit of Company' s financial records by a City retained CPA, the costs of which shall be reimbursed to City from Base Revenue but treated as a pass- through cost for rate setting purposes.

6. 5 Modification Based on Extraordinary Items. In addition to adjustments under Sections 6. 2, 6. 3 and 6.4 above, Company may request an increase in the Rates if Company' s costs increase or its revenues decrease solely as the result of extraordinary circumstances beyond its control that could not have been reasonably anticipated by Company ( such as a Change in Law) and if the increase in costs or decrease in revenues unavoidably adversely affects Company' s opportunity to operate at a reasonable profit. Company shall have the burden of producing evidence satisfactory to City demonstrating its need for a rate increase prior to the regular Five Year Review pursuant to Section 6.4 above, including, but not limited to, reviewed or audited financial statements of Company, if requested by City. The City Council shall consider the request in good faith. Any such increase shall only be approved through the notice and hearing requirements in Proposition 218.

6. 6 Billing. Company shall bill directly for all Solid Waste, Recyclables, Green Waste and Mixed Organic Waste Collection services provided herein to all Commercial and Institutional Customers, and to those Multi- Family Residential Customers assigned by City to Company for billing. Company and City shall regularly exchange billing lists to avoid double billing and to insure that Company is following the City' s direction regarding its direct billing of Multi- Family Residential Customers. City shall bill all Residential Customers ( except those currently billed by Company as approved by City) for all Solid Waste, Recyclables, Green Waste and Mixed Organic Waste Collection services hereunder. Each Commercial or Institutional Customer will be billed for one ( 1) month of service in advance upon commencement of service, and thereafter for one ( 1) month of service in arrears. Interest of one percent ( 1%) per month or 15 Attachment 3

the highest rate permitted under applicable law, whichever is less, shall be applied to any past due amounts from all Customers until paid in full. Amounts shall be past due if not paid within thirty (30) days of billing. Company shall have the right to refuse service to any Customer that is more than sixty (60) days delinquent on his, her or its account; provided, however, that ifthe City is forced to take enforcement action against a Customer who has been refused service, Company shall pay the City' s costs to take such enforcement action as is necessary to protect public health and safety. Company shall pay City three percent (3 %) of the amount billed by City to Residential Customers as a billing fee. City shall pay to Company all amounts billed to Residential Customers, less Billing Fees, Franchise Fees, commercial oversight fees and landfill closure costs ( in accordance with Section 4 above), and a delinquency allowance equal to one - half percent (0. 5 %) of such billings, monthly within thirty (30) days of the end of the calendar month for which the Residential Customers are billed. When permitted by the City' s accounting software, the City will re concile the amount held by City as a delinquency allowance at the end of each calendar quarter and shall pay Company, within thirty (30) days after the end of such quarter, the portion of such amount that exceeds the actual delinquent billings for such quarter.

6. 7 Proposition 218. Notwithstanding any other provision in this Agreement, in the event that the Rates or any modifications thereof are invalidated by a final non - appealable judgment in a court action challenging them as in violation of Proposition 218, and Company' s operating costs exceed its revenue for a continuous period of six months since the date of the last Rate adjustment, Company shall have the right, exercisable by written notice to City within ninety (90) days after the entry of such judgment, to terminate this Agreement effective One Hundred Twenty ( 120) days after City' s receipt of such notice.

7. Provisions Applicable to Equipment and Personnel.

7. 1 Company shall use in connection with transportation of Solid Waste modern motor dump trucks with water tight bodies, sufficient in number and capacity to efficiently perform the work required by this Agreement and to comply with all applicable legal requirements. Company shall keep the outside of the truck bodies free from dirt and filth, and shall clean the inside of the trucks in a sanitary manner on a regular basis. Suitable measures shall be taken to prevent refuse from falling into public streets or places. Company shall keep all trucks freshly painted in a uniform manner, and the firm name or logo, telephone number, and truck number of each truck shall appear in a conspicuous manner. Company shall keep all trucks in good maintenance and repair, regularly inspect same, keep accurate records of all vehicle maintenance, and replace as needed.

7. 2 Company shall not litter premises in the process of making collections nor allow refuse to blow or fall from any vehicle used for collections. Company shall clean up any and all spills, including oil and debris on the streets, resulting from its operations. Should Company fail to promptly clean up such spills resulting from its operations after notice from City, Company shall be liable to City for all reasonable costs incurred by City in doing so.

7. 3 Company shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment for Collection of Solid Waste or who are otherwise directly involved in such Collection. Company shall use its best efforts to assure that 16 Attachment 3

all employees present a neat appearance, conduct themselves in a courteous manner, and perform the work as quietly as possible. Company shall also designate one or more qualified employees as supervisors of field operations, who will devote a substantial portion of their time in field checking Collection operations, including responding to complaints.

7. 4 City officials shall at all times have access on 24 hours' prior written notice to inspect Company' s work during operations and Company' s facilities for purposes of ascertaining full knowledge respecting the conduct of Company' s operations.

8. Records and Reports.

8. 1 Company shall keep and maintain accurate books and records in accordance with the most recently adopted Accounting Standards Codification of generally accepted accounting principles by the Financial Accounting Standards Board clearly showing its revenues and expenses in connection with the operations provided for in this Agreement. Company shall maintain records accounting by category for the tonnage of Solid Waste, Green Waste, Mixed Organic Waste and Source Separated Recyclables Collected pursuant to this Agreement on a monthly, quarterly and annual basis.

8. 2 Every three ( 3) months after the Effective Date through the date which applies for purposes of measuring compliance with the diversion requirements of AB 939, Company shall supply City with a written report setting forth Company' s best estimate of the diversion rate as of the end of the most recent month. Company shall also supply City with such related information as City may reasonably request and as Company possesses or is required by this Agreement to possess concerning such estimate.

8. 3 Every three ( 3) months after the Effective Date, Company shall provide City with a written financial report on the amounts billed by Company to each Multi- Family Residential, Commercial and Institutional Customer and the amounts paid by such Customer.

8. 4 Not later than March 31 each year, or when otherwise requested by City, Company shall provide City with a complete customer list for all Customers with the service type, billing rate, and name and address of each Customer.

9. Hold Harmless and Insurance.

9. 1 Company shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, representatives and employees from any and all actions, claims or damages brought for or on account of injuries to or death of any person or damage to property of all kinds resulting from or arising out of the operations of Company, its officers, agents, employees or servants pursuant to this Agreement. The duty of Company to indemnify and hold harmless shall include the duty to defend as set forth in California Civil Code Section 2778.

9. 2 Company shall have in effect during the term of this Agreement, workers' compensation and employer liability insurance providing full statutory coverage. 17 Attachment 3

9. 3 Company shall take out and maintain during the term of this Agreement liability insurance for the following types and minimum amounts:
a) General liability, including comprehensive form, premises operations, products /completed operations, hazard, contractual insurance, broad form property damage, independent contractors and personal liability, with limits for bodily and property damage combined of $500, 000 each occurrence and $ 500, 000 aggregate. b) Automobile liability, including comprehensive form, owned, hired and non - owned, with a limit of $1, 000,000 for bodily injury and property damage combined. c) Excess liability, umbrella form with the same scope of coverage and exclusions as the underlying policies, with a limit for bodily injury and property damage combined of $5, 000, 000 each occurrence and $ 5, 000, 000 aggregate. d) Pollution and remediation liability with limits in an amount of not less than one million dollars ($ 1, 000, 000) per occurrence and two million dollars ($2, 000, 000) annual aggregate insuring against loss, the cost of remediation and legal defense as a result of pollution conditions arising out of the collision, upset or overturn of Company vehicles in conjunction with this Agreement.

Insurance certificates and policy endorsements evidencing the required coverage shall be filed with City and shall be subject to approval by the City Attorney. City, its City Council, boards, commissions, officers, agents and employees shall be named as additional insureds on any such policies of insurance which shall also contain a provision that the insurance afforded thereby shall be primary. No such policy shall be cancelled or modified except upon thirty (30) days' prior written notice to City. Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long -term credit rating and AMB -1 for short-term credit rating.

9. 4 Company shall post a $ 300, 000 performance bond or financial instrument reasonably acceptable to the City Manager as security for Company' s faithful performance of each and every term, covenant and condition of this Agreement to be performed by Company, provided that the cost of such bond or other instrument shall be included in Company' s Collection Costs for rate making purposes.

10. Remedies upon Default.

10. 1 Company shall be deemed in default in the event Company defaults in the performance of any of the duties to be performed by it under the terms of this Agreement and fails to cure the default as further provided in this Section 10. 1. City shall give Company written notice, either by mail or by personal service, setting forth the default. Company shall correct such default within thirty (30) days after receipt of such notice (within seven ( 7) days if City determines that the public health or safety is at risk) unless the default cannot, by its nature, be cured within said period, in which case the cure period shall be extended for such additional time as is reasonably necessary to effect a cure, provided that Company shall commence efforts to effect a cure as soon as practicable and shall diligently pursue the cure to completion.

10. 2 In the event Company' s default described in Section 10. 1 is of a material provision of this Agreement and is not cured as set forth in Section 10. 1 or if Company has 18 Attachment 3

committed Multiple Breaches ( defined to mean three or more defaults of material provisions of this Agreement within an eighteen ( 18) month period, whether cured or not) ( "Material Default ") City shall have the following remedies:

10. 2. 1 Liquidated Damages. The parties acknowledge that City will incur damages as a result of a Material Default, and that such Material Default may not warrant termination ofthis Agreement. The parties agree that as ofthe time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a result of a Material Default. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: ( i) substantial damage results to members of the public who are denied services or denied quality or reliable service; ( ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits ofthe Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; ( iii) that exclusive services might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and ( iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. Liquidated damages shall be the City' s exclusive damages remedy for any individual Material Default which does not result in termination of this Agreement by City. The amount of liquidated damages is $ 1, 000 for each day the Material Default continues after Company fails to cure until it is either cured or the City terminates this Agreement_

10. 2.2 Franchise Termination. Without further notice and without suit or other proceedings, City may cancel and annul the rights and privileges of this Agreement upon a Material Default. In the event of termination of this Agreement for Material Default, City shall have the right forthwith to grant a franchise to another scavenger service or to take possession of trucks and other equipment of Company used to perform work under this Agreement. City shall have the right to retain possession of the trucks and equipment until other suitable trucks and equipment can be purchased or otherwise acquired by City for the purpose and City shall pay Company the reasonable rental value of such trucks and equipment, and keep them in good maintenance and repair, during the time the same are used by City. City shall also have access to Company' s records for the purpose of billing service accounts during the period City is providing the services described in this Agreement, and shall retain all fees collected for such services.

10. 2. 3 Other Remedies. Upon termination of this Agreement based on a Material Default, City shall have all other remedies in law or equity for such Material Default.

10. 3 If a dispute arises between City and Company regarding fees or any other term or provision of this Agreement, the parties agree to meet and confer in good faith to resolve the dispute. Either party may request to meet and confer by written notice to the other party.

Alternatively, the parties may agree to participate in non - binding mediation. If the dispute is not resolved within thirty (30) days after the written request to meet and confer has been given or after the parties have agreed to non - binding mediation, the matter, other than an action seeking 19 Attachment 3

specific performance or other equitable relief, damages of Twenty Five Thousand Dollars 25, 000) or less, or indemnification or insurance coverage pursuant to Section 9, shall be submitted to non - binding arbitration in accordance with Title 9 of the California Code of Civil Procedure, commencing with Section 1280, before a single neutral arbitrator ( "Arbitrator ") in Mendocino County. The Arbitrator shall be an attorney with at least ten ( 10) years' experience or a retired judge (or a person having comparable qualifications) and shall be mutually agreed upon by the parties. Ifthe parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the superior court in accordance with Cal. Code Civ. Proc. § 1281. 6. The fees and expenses of the Arbitrator shall be borne equally by the parties.

In the event such non - binding arbitration does not resolve the matter and in any other dispute that results in any court action, the parties waive any right to a jury trial and agree that any such action shall be filed in the federal or state courts in or for Mendocino County, each party hereby consents to the jurisdiction of and venue in such courts, the matter shall be governed by the internal laws of the State of California (irrespective of choice of law principles), and the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and disbursements incurred in such action from the non - prevailing party.

10. 4 If Company shall at any time during the term of this Agreement or any extension thereof, become insolvent, or if proceedings in bankruptcy shall be instituted by or against Company, or if Company shall be adjudged bankrupt or insolvent by any Court, or if a receiver or trustee in bankruptcy or a receiver of any property by Company shall be appointed in any suit or proceeding brought by or against Company, or if Company shall make an assignment for the benefit of creditors, then and in each and every such case, and provided that such proceedings, adjudication, appointment or assignment, as the case may be, continue in effect for ninety (90) days without being vacated, removed or withdrawn, this Agreement shall immediately cease and come to an end, and the rights and privileges granted shall immediately be cancelled and annulled without notice or action required on behalf of City.

10. 5 Notwithstanding any other provision herein, no default, delay or failure to perform on the part of either party shall be considered a breach hereunder if such default, delay or failure to perform is due to causes beyond such party's control, including, but not limited to, riots, civil disturbances, actions or inactions of governmental authorities, epidemic, war, embargoes, severe weather, fire, earthquake, acts of God, defaults by the other party or defaults by carriers. In the event of any such default, delay or failure to perform, any dates or times by which the affected party otherwise is scheduled to perform shall be extended for a period of time equal in duration to the additional time required because of the excused default, delay or failure to perform.

11. Assignment.

11. 1 Company shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge or encumber any interest in all or a part of this Agreement without the prior written consent of City. The City Council shall have the right to determine in its sole discretion whether to approve, conditionally approve or deny any request by Company for approval under this Section. Any action requiring City Council approval under this Section that occurs without 20 Attachment 3

such approval shall give City the right to terminate this Agreement without prior notice to Company or its successors or assigns. For purposes of this Section, any transaction involving the transfer, sale or exchange of stock which results in a change in majority control of Company from its owners as of the date hereof (excluding transfers between such owners and transfers by any such owners to revocable living trusts for the benefit of their families) shall be an assignment subject to City review and approval.

11. 2 Any written agreement between Company and an Authorized Facility for the disposal of Solid Waste generated in City entered into after the date of this Agreement shall provide that: ( a) City is a third party beneficiary with the same right as a party to enforce such agreement; (b) any assignment of such agreement shall require City approval; ( c) in the event such agreement is terminated during its term or any extended term by Company or by the Authorized Facility operator based on an uncured default by Company under such agreement, such agreement may be assumed by City without change, including as to disposal rates and terms; and ( d) if terminated based on an uncured default by Company, any payments due but unpaid under such agreement on the date of termination shall continue to be an obligation of Company and the obligation to make any such payments shall not be assumed by City upon its assumption of such agreement.

12. Waiver. The waiver by either party of any breach or violation of any term or condition of this Agreement or of any provision of law by the other party must be in writing signed by the party to be charged, and shall not be deemed to be a waiver of the term, condition or provision of law, or of any subsequent breach or violation of the same or any other term, condition or provision of law. The acceptance by City of any franchise fee or other fee or other monies which may become due hereunder to City shall not be deemed to be a waiver of any preceding breach or violation by Company.

13. Administration. The administration and enforcement of this Agreement shall be the responsibility ofthe City Manager or a designated representative ofthat office. This section is not intended to indicate or suggest the City Manager has the authority to grant, amend, or revoke the franchise referenced herein. Nothing contained in this Agreement shall prohibit the City Manager from seeking approval from the City Council for any decision the City Manager is authorized to make under the terms of this Agreement.

14. Independent Contractor. Company, its employees and agents, are independent contractors and not employees or agents of City.

15. Notices. Whenever a notice or document is required or permitted to be served or given hereunder, it shall be deemed given or served when received if delivered by fax or email (with acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal Express), or 48 hours after deposit in the U. S. Mail with first class postage affixed. Any such document or notice shall be addressed as follows:

City: City Manager
Ukiah Civic Center
300 Seminary Avenue
21 Attachment 3

Company:

Ukiah, California 95482
FAX:

Email:

Ukiah Waste Solutions, Inc.

Attn: David M. Carroll, President
P. O. Box 60
Ukiah, California 95482
FAX:

Email:
or to such other person or address as may be specified from time to time in writing by either party in accordance with this Section.

16. Amendments. This Agreement may be amended from time to time only by written agreement between the parties signed by an authorized representative of each party. Either party may at any time request that the service or other provisions in this Agreement be modified by delivering written notice of its requested modifications to the other party. Within thirty (30) days after receipt of any such request, the parties shall meet and negotiate in good faith on adopting such requested modifications, including, without limitation, any change to the Rates necessitated by such modifications, provided that nothing herein shall obligate either party to agree on any such requested modifications.

17. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the permitted successors and assigns ofthe parties.

18. Integration; Severability. This Agreement, including the Exhibits hereto, constitutes the entire agreement ofthe parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements between the parties, whether written or oral, relating to such subject matter, including the Prior Agreement. If a court fmds any provision ofthis Agreement invalid or unenforceable as applied to any circumstance, the remainder ofthis Agreement and the application of such provision to other persons or circumstances shall remain in effect. The parties further agree to replace such void or unenforceable provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes ofthe void or unenforceable provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date first set forth above.

Ukiah Waste Solutions, Inc.

B4Onu( tekmecP
President
22 Attachment 3

City of Ukiah
ATTEST:

Ciiy Clerk
APPROVED AS TO FORM:
23 Attachment 3

EXHIBIT A

RESERVED
Attachment 3

EXHIBIT B

RECYCLABLE MATERIALS AGREEMENT
Attachment 3

EXHIBIT B

RECYCLABLE MATERIALS AGREEMENT
THIS RECYCLABLE MATERIALS AGREEMENT (the " Agreement ") is entered into as of 2011 by and between Pacific Recycling Solutions, Inc. ( "Buyer ") and Ukiah Waste Solutions, Inc. ( "Seller "). Seller and Buyer shall collectively be referred to herein as the " Parties." WHEREAS, Seller is in the business of collecting and transporting solid waste and recyclable materials; and
WHEREAS, Buyer wishes to purchase and Seller wishes to sell recyclable materials collected by Seller.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Seller and Buyer hereby agree as follows:

1. Recyclable Materials. During the term of this Agreement, Buyer agrees to purchase and Seller agrees to sell all of the type( s) of recyclable materials identified in Exhibit A attached hereto and incorporated herein collected by Seller curbside from single - family residences within the California City of Ukiah ( "Recyclable Materials "). The Recyclable Materials shall meet the standards and specifications set forth in Exhibit A or such other standards and specifications as shall be agreed upon in writing by Seller and Buyer.

2. Delivery. Delivery of the Recyclable Materials shall be made from Seller to Buyer' s facility located at 4260 North State Street, Ukiah, California and/or 3501 Taylor Drive, Ukiah, California, commonly known as the Materials Recycling Facility (the " MRF "), in accordance with a schedule as agreed upon in advance by Buyer and Seller.

3. Pricing; Payment. Buyer shall pay Seller the price per ton, as calculated each year, determined in Exhibit B attached hereto and incorporated herein, but not less than $5. 00, for each ton of Recyclable Materials that is received by Buyer in accordance with Section 2. The Recyclable Materials shall be weighed at Seller' s or Buyer' s facility, as agreed by the parties, and proof of weight shall be provided to Seller. Seller shall, on a monthly basis, transmit an invoice to Buyer showing the types and number of tons of Recyclable Materials received by Buyer hereunder during the preceding month and the total amount due therefor. Buyer shall remit to Seller the full amount due no later than the fifteenth ( 15th) day ofthe month following the month in which Recyclable Materials were received by Buyer. Within thirty (30) days after the end of each year of the term of this Agreement, the Parties shall conduct a true - up of the amounts paid and the amounts owed hereunder, with UWS returning any overpayment to PRS and PRS paying any underpayment to UWS. Each late payment shall be subject to a late fee of one and one -half percent ( 1 - 1/ 2 %) and shall bear interest at the higher of 10% per annum or the highest rate permitted by applicable law until paid in full.

4. Term; Default; Termination.

4. 1 Subject to Section 9 below, the term of this Agreement shall be for a period commencing on January 1, 2012 (the " Effective Date ") and ending upon the expiration or termination of Seller' s Waste Collection Agreement with the City of Ukiah of even date herewith, including extensions, subject to earlier termination on the terms herein.

4. 2 If at any time either Party determines or becomes aware that the other Party is in default under or has breached any ofthe terms of this Agreement, the non - defaulting Party shall provide

Attachment 3

written notice to the other Party as to the nature of such default. Ifthe defaulting Party fails to make any payment due hereunder within five ( 5) days, and/ or fails to cure any default in the performance of any other obligation under this Agreement within thirty (30) days, after receipt of such written notice, the nondefaulting Party shall have the right to terminate this Agreement upon giving written notice; provided, however, that, other than for failure to make any payment hereunder, in the event the defaulting party shows cause why it should be entitled to reasonable additional time to cure a default, the non - defaulting Party shall allow such reasonable additional time to cure.

5. Representations and Warranties. In performing this Agreement, each ofthe Parties shall fully comply with all applicable federal, state and local laws, ordinances, decisions, orders, rules or regulations. Each of the Parties shall, and shall cause any carrier with which it contracts to, handle and transport the Recyclable Materials in a safe and workmanlike manner and all of the Parties' driver personnel and any carrier with which the Parties contract are, and shall at all times relevant to the performance of this Agreement remain, properly licensed and otherwise fully qualified to perform the services required hereunder. By the commencement date of this Agreement and throughout the term of this Agreement and any extension thereof, each Party shall be duly licensed, permitted and authorized pursuant to all applicable federal, state and local laws to handle and transport the Recyclable Materials and each Party' s facility or facilities will have been issued all licenses, permits and authorizations required by all applicable federal, state and local laws to handle Recyclable Materials.

6. Indemnification. Each Party hereto (the " Indemnitor ") hereby agrees to indemnify, hold harmless and defend the other Party, and its owners, officers, directors, employees and agents collectively, the " Indemnitees "), from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including reasonable attorneys' fees ( collectively, " Damages "), which any or all of the Indemnitees may hereafter suffer, incur, be responsible for or pay out as a result of personal injuries, property damage, or contamination of or adverse effects on the environment, to the extent directly or indirectly caused by, or arising from or in connection with the breach of any representations and warranties set forth in this Agreement of, the Indemnitor, or any negligent or intentional actions or omissions or willful misconduct of the Indemnitor, its employees, officers, owners, directors or agents in the performance of this Agreement or the transportation, handling or disposition ofthe Recyclable Materials by the Indemnitor, its employees or subcontractors. Such indemnity shall be limited to exclude Damages to the extent they arise as a result of any negligent or intentional actions or omissions or willful misconduct of the Indemnitees or their employees, officers, owners, directors or agents. If any claims indemnified against under this paragraph have the potential for coverage under any insurance, then the indemnities set forth in this Agreement shall apply only to the extent the amount of any indemnified claim exceeds all amounts collected under any insurance covering such claim. Before pursuing recovery under this indemnity, the Indemnitees shall exhaust all recovery available for such claim from insurance.

7. Insurance. Each of the Parties shall obtain and maintain during the term of this Agreement commercial general liability insurance which conforms to the industry standard for the services being performed by each hereunder and workers' compensation insurance that complies with applicable state statutory requirements.

8. Assignment. This Agreement shall be binding upon the successors and assigns of the Parties hereto; provided, that no assignment of this Agreement shall be binding upon the other Party without the other Party' s consent, which consent shall not be unreasonably withheld or delayed; and provided further, that no assignment shall be valid and binding which endeavors to relieve the assigning Party of any obligations to make payments hereunder which accrued prior to the date of assignment or in which the assignee does not affirmatively agree, in writing, to assume all obligations of the assignor under this Agreement. No assignment can be made without the prior written approval of the City of Ukiah,

Attachment 3

exercising its rights in accordance with Section 11 of the Waste Collection Agreement between UWS and the City of Ukiah.

9. Force Majeure. Except for the obligation to pay for Recyclable Materials received by Buyer, the performance of this Agreement may be suspended to the extent that and for so long as either Party's obligations hereunder are delayed or hindered by a cause or causes beyond the reasonable control of such Party. Such causes shall include, but not be limited to, acts of God, landslides, lightning, forest fires, storms, floods, freezing, earthquakes, civil disturbances, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, public riots, breakage, explosions, or other similar causes.

10. General Provisions.
a) No waiver by either Party of any one or more defaults or breaches by the other in the performance of this Agreement shall operate or be construed as a waiver of any future defaults or breaches, whether of a like or different character. If any provision of this Agreement is declared invalid or unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not affect the remainder hereof.
b) This Agreement and all Exhibits hereto represent the entire understanding between the Parties and no representations, statements or agreements, unless agreed to by the parties in writing, shall modify, change, amend or otherwise affect the obligations undertaken in this Agreement.

This Agreement supersedes, as of the Effective Date, the prior Recyclable Materials Agreement between the Parties and Solid Wastes Systems, Inc. dated November 1, 2007, and may only be amended by a written agreement executed by Seller and Buyer.
c) All notices under this Agreement shall be in writing and shall be effective if delivered personally or sent by certified mail, postage prepaid, or by overnight carrier or confirmed facsimile to the addresses set forth on the signature page hereto or to such other address as either Party shall specify by written notice so given. Any notice sent by mail shall be deemed given and received three ( 3) business days after the date deposited in the mail. Any notice given by personal delivery or sent by overnight carrier or confirmed facsimile shall be deemed given upon receipt. d) The validity, interpretation and performance ofthis Agreement shall be governed and construed in accordance with the internal laws of the state of California, irrespective of choice of law principles, and applicable federal laws and regulations. e) The City of Ukiah shall be considered a third party beneficiary of this Agreement with all of the rights of a party to enforce the provisions of this Agreement.

EXECUTED and effective as ofthe Effective Date.

Pacific Recycling Solutions, Inc. Ukiah Waste Solutions, Inc.

By: By:

Attachment 3

Its: Its:

Address for receipt of notices: Address for receipt of notices:

Attachment 3

EXHIBIT A

TYPES, STANDARDS & SPECIFICATIONS OF RECYCLABLE MATERIALS Material Specifications
During the course of operations, any changes to the material specifications for any inbound commodity will be agreed to by both Parties prior to introduction of the new commodity.

Residential Materials
Materials collected through curbside recycling include: glass bottles and jars, tin and aluminum cans, aluminum foil, plastic food and beverage containers ( #1 - # 7) and milk and juice cartons, newspaper, OCC, magazines, junk mail, chipboard, white and office paper, and telephone books. Inbound materials may not contain more than 5% reject material.

Commercial Materials
Clean Corrugated Containers
Consists of baled or loose corrugated containers having liners of either test liner, jute or kraft.

Prohibitive materials 1%
Total Outthrows may not exceed . 5%
Mixed Office Paper
Consists of office fiber waste including envelopes, files, file folders, white ledger, color ledger, CPO, copy paper ( coated or uncoated), brochures, forms and associated staples, clips, bindings and bands.

Prohibitives include glass, food, shredded paper, restroom waste and hospital waste.

Total outthrows may not exceed 5 %.

Attachment 3

EXHIBIT B
Pricing Schedule
a) Annual Calculation of Tonnage Payment. The price per ton of Recyclables delivered by Seller to Buyer during any calendar year shall be calculated in accordance with Table 1 below.

Table 1
Tier CMV* Tier CMV Cap Base Fee and % of Tier Differences Tier 1 $ 167. 69 and below $ 167.69 $ 5. 00
Tier 2 Above $ 167. 69 to $ 200 $ 200 Plus of CMV above $ 167. 69 up to $200

5. 00%
Tier 3 Above $200 to $ 280 $ 280 Plus of CMV above $200 up to $280

10. 00%
Tier 4 Above $280 Plus of CMV above $280

15. 00%
CMV means weighted average " Composite Market Value" computed according to (b) below.

By way of example, using the tiers forth in Table 1, Buyer shall pay for each ton of Recyclables delivered as follows:

Ifthe CMV is $ 167. 69 or below, Buyer shall pay $ 5. 00 per ton delivered; Ifthe CMV is above $ 167. 69 but not above $200, Buyer shall pay $ 5. 00 plus 5% of the excess of the CMV over $ 167. 69 per ton delivered;
Ifthe CMV is above $200 but not above $280, Buyer shall pay $ 5. 00 plus $ 1. 62 ($ 200 minus 167. 69 times .05) plus 10% of the excess of the CMV over $200 per ton delivered; and Ifthe CMV is greater than $280, Buyer shall pay $ 5. 00 plus $ 1. 62 ($ 200 minus $ 167. 69 times 05) plus $ 8. 00 ($ 280 minus $ 200 times . 1), plus 15% of the excess of the CMV over $280 per ton delivered.

1. 1 ( b) Annual Commodity Material Value (CMV).

The CMV for each calendar year during the term of the Agreement ( commencing with 2012) shall equal the CMV calculated by the following per ton weighted profile, with each category of Commodity being multiplied by the monthly annual average actual market price, using June to June values preceding that year, for such Commodity, including any California Redemption Value, for such year, FOB at the PRS Facility. The Composition percentages and /or the commodity categories in the first two columns below shall be reviewed every five ( 5) years after the Effective Date ( beginning January 1, 2017) and may be revised by the mutual agreement of the parties to reflect actual curbside collections.

Attachment 3

Composition

16. 75%

23. 07%

21. 01%

0. 53%

0. 51%

1. 94%

1. 25%

1. 82%

24.41%

0. 71%

8. 00%
Commodity
OCC # 11
ONP #7
Mixed Paper
HDPE Color
HDPE Natural
PET
3 - # 7 MRP
Tin
Glass 3 Mix
Alum Cans
Residuals
Total Composite

1. 2
Per Ton Weighted Profile
Composite Market Value Grid
Scrap
Value /Ton
140. 50
155. 00
155. 00
477. 50
587. 50
626. 50

11. 50
150. 00

40. 00)
1, 479.50

74.50)
Market Value Per Ton
Weighted
CRV /Ton Value /Ton
120.00
120. 00
1, 160. 00

72.00 2, 700. 00

23. 53

35. 76

32. 57

3. 17

3. 61

34.66 0. 14

2. 73

7. 81

29.67 5. 96)
167.69
Attachment 3

EXHIBIT C

CURBSIDE RATE CALCULATION
Attachment 3

Ukiah Waste Solutions Curbside Rate Components
Annual Adjustment Calculations
Effective Date January, 2012

TOTAL COSTS
Less: Fuel Cost
Less Disposal Fees - Garbage
Less Disposal Fees - Green Waste
Less City Landfill Closure Costs
Less City Commercial Oversight fee
Collection Costs before Recycle Credit
Recycle Credit
Collection COSTS Subject to CPI adj.

Revenue base
2010 Revenue
2, 819, 380. 47
200, 641. 15
693, 250.45
72, 000. 00
60, 000.00
9, 999. 96
1, 783, 488. 91
16, 056.55
1, 767, 432. 36
Residential
Index
Fuel
SWS TS Gate
Negotiated
Set by City
Set by City
CPI
Commercial
Increase /
Decrease
Allowed
71, 869. 66
39,099. 33
62, 920. 59
173,889.58 TOTAL
Roll Off Total Revenue

29. 44% 67. 79% 2. 77% 100. 00%
806,433.60 1, 856, 695. 20 $ 75, 811. 40 $ 2, 738, 940. 20 Fuel Cost
Disposal Fees - Greenwaste
Landfill closure cost
Commercial Oversight fee
Other Regulatory & Governmental Costs
Disposal Fees - Garbage
CPI adjustment
Total before franchise and billing fees
Franchise Fee
Billing Fee
Adjusted revenue
Revenue Increase
21, 160. 78 $ 48,719. 59 $ 1, 989. 29 $ 71, 869. 66

0. 00 $ 0. 00 $ 0. 00 $ 0. 00

0. 00 $ 0. 00 $ 0. 00 $ 0. 00

0. 00 $ 0. 00 $ 0. 00 $ 0. 00

0. 00 $ 0. 00 $ 0. 00 $ 0. 00
11, 512. 12 $ 26,504. 97 $ 1, 082. 23 $ 39, 099. 32
18, 525. 88 $ 42,653. 12 $ 1, 741. 59 $ 62, 920. 59
857,632.38 $ 1, 974, 572.88 $ 80,624. 51 $ 2, 912, 829. 77 5, 976. 75 $ 13, 274. 92 $ 542. 03 $ 19, 793. 70
1, 195. 35 $ 0. 00 $ 0. 00 $ 1, 195. 35
864, 804. 48 1, 987, 847.80 81, 166. 54 2, 933, 818. 82 58, 370. 88 131, 152. 60 5, 355. 14 194,878. 62
Rate increase as a percent 7. 12%

Attachment 3

Ukiah Waste Solutions Curbside Rate Components
Annual Adjustment Calculations
Effective Date January, 2012
Fuel - June to June ( Fuel Index)
June 2010 June 2011 Index Increase ( Decrease)

3. 102 $ 4. 213 $ 1. 111
Fuel % Change 35. 82%
June 2010
217. 965
CPI - June to June ( Index)
June 2011 Index Increase ( Decrease)
225. 722 7. 757
CPI % Change 3. 56%
Transfer Station Fee ( Disposal Fees - Garbage) Jan to Jan January 2011 January 2012 Increase ( Decrease)

74. 50 $ 78. 70 4. 200
Transfer Station Fee % Change 5. 64%
Green Waste Disposal Fee ( Disposal - Green Waste) Jan to Jan January 2011 January 2012 Increase ( Decrease)

30. 00 $ 30.00 $ -
Disposal Fee - Green Waste % Change 0. 00%
Landfill Closure Costs Jan to Jan
January 2011 January 2012 Increase ( Decrease)
60,000. 00 $ 60,000. 00 $
Landfill Closure Costs % Change 0. 00%
Commercial Oversight Fee Jan to Jan
January 2011 January 2012 Increase ( Decrease)
10, 000. 00 $ 10, 000. 00 $
June 2011
Commercial Oversight Fee % Change 0. 00%
Recycle Credit June to June
Tons Value /Ton Credit
3, 211. 31 $ 5. 00 $ 16, 056.55
Recycle Credit $ 16,056. 55
City Franchise Fee 15% City Billing Fee - Residential Customers 3%

Attachment 3

Calculation to adjust fuel costs Fuel Exhibit # 11

Fuel Revenue Adjustment Worksheet, based on Fuel Index change, June to June Base Year Fuel Index and Cost 3. 102 200,641. 151 2010 Actual Index Change - New
vs. Base Year
1 Estimated Fuel index adjustment at June 2011 4.213 35. 82% 71, 869.66 Plus: Base Year Cost X Index Change Revenue adjustment for January 2012 rate revision 71, 869.66 0. 00 Less: Prior Fuel Cost applied to rate I 272, 510. 811 Fuel Cost Allowed Year 1
Annual adjustment based on Fuel Index change, year to year (using example fuel index changes) 2 Estimated Fuel index adjustment at June 2012 4. 630 49. 26% 98, 835. 83 Plus: Base Year Cost X Index Change Revenue adjustment for January 2013 rate revision I $ 26, 966. 17 71, 869.66 Less: Prior Fuel Cost applied to rate 299,476.981 Fuel Cost Allowed Year 2
3 Estimated Fuel index adjustment at June 2013 3. 940 27. 01% 54, 193. 17 Plus: Base Year Cost X Index Change Revenue adjustment for January 2014 rate revision 98, 835.83 Less: Prior Fuel Cost applied to rate 1 ($ 44, 642. 66) 254,834.321 Fuel Cost Allowed Year 3
4 Estimated Fuel index adjustment at June 2014 4. 330 39. 59% 79, 433.83 Plus: Base Year Cost X Index Change Revenue adjustment for January 2015 rate revision 25, 240.66 54, 193. 17 Less: Prior Fuel Cost applied to rate 1 280,074. 981 Fuel Cost Allowed Year 4
5 Estimated Fuel index adjustment at June 2015 5. 410 74.40% 149, 277.02 Plus: Base Year Cost X Index Change Revenue adjustment for January 2016 rate revision 69, 843. 19 79, 433.83 Less: Prior Fuel Cost applied to rate I 349,918. 171 May be RESET during rate review process
6 Estimated Fuel index adjustment at June 20 4. 870 57. 00% _ 114,365. 46 Plus: Base Year Cost X Index Change Revenue adjustment for January 2017 rate revision 149, 277. 02 Less: Prior Fuel Cost applied to rate 1 ($ 34, 911. 56) 315, 006. 611 Fuel Cost Allowed Year 6

Attachment 3

Cost / Rev
Ukiah Waste Solutions Curbside Agreement
Adjustment
Period
Adjustment
Method
Index
Used
Cost
Grout
1, 2 Fuel Annual 100% of index change eia Ca # 2 Diesel Retail all sellers Base Rate as Adjusted Disposal - Solid Waste Time to Time Per TS ( SWS) Agreement N/ A Pass Through 1, 2 Operations (all other costs) Annual 100% of index change CPI - US Cities CPI -U Base Rate as Adjusted 3 Recycle Reduction Annual Per Recycle Agreement Rec Market Value Grid - $ 5 base Operating Cost Reduction 1, 2 Green Waste Disposal 30 / Ton Annual Up to CPI ( Contractor Choice) CPI - US Cities CPI -U Base Rate as Adjusted 1, 2, 8 Food Waste Disposal ( Comm) Up to $40 / ton Annual Up to CPI ( Contractor Choice) CPI - US Cities CPI -U Base Rate as Adjusted 4 City Franchise Fee 15% Time to Time City Action N/ A Pass Through 4 City Bill Fee 3% Time to Time City Action N/ A Pass Through 4 City Oversight Fee 10,000. 00 Time to Time City Action N/ A Pass Through 4 City Landfill Closure Fee 60,000. 00 Time to Time City Action N/ A Pass Through 6, 9 TOTAL NET COST
Notes
1 Agreement should state mutually agreed upon Index if Index becomes unavailable 2 June to June change
3 Recycle Agreement with PRS renewable every 5 years with Base Market Value per mixed ton to provide for Rev sharing with City (reduction of operating costs). 4 Agreement should state initial rate, subject to change by City action 5 Exhibit of calculation to be made part of agreement
6 UWS requests new rate by Aug 15, City approves by Oct 15, Pub Notice given by Nov 1, Adjusted Rate goes into effect following January 1. 7 Agreement must provide for City Flow Control with language that directs flow to contractor facilities when available. 8 FOOD WASTE - UWS will implement a pilot and or full commercial food waste program in place by June 2013 provided proper permits can be obtained Details still to be worked out.
9 Rate change is calced as follows: % annual adjustment X actual prior year (July to June) actual component cost = new funds needed / collection revenue adjustment per rate. New cost adj dollars (fuel, disposal, city fees etc..) need to be adjusted for city fees - CPI adj does not.

RE- OPENER - the contract should have a mutual re- opener for other new items

Attachment 3

EXHIBIT D

FIRST AMENDED AND RESTATED AGREEMENT FOR RECEIPT OF WOOD WASTE,

GREEN WASTE AND MIXED ORGANIC WASTE
Attachment 3

FXHIRIT D,

FIRST AMENDED AND RESTATED AGREEMENT FOR RECEIPT OF

WOOD WASTE, GREEN WASTE AND MIXED ORGANIC WASTE

THIS FIRST AMENDED AND RESTATED AGREEMENT FOR RECEIPT OF WOOD WASTE, GREEN WASTE AND MIXED ORGANIC WASTE (the " Agreement ") is entered into as of October _ 2015 (" Effective Date ") by and between Pacific Recycling Solutions, Inc., a California corporation ( "PRS "), Ukiah Waste Solutions, Inc., a California corporation ( "UWS "), and Solid Wastes Systems, Inc., a California corporation ( "SWS "), with reference to the following:

A. PRS owns and operates a green waste and wood waste processing facility located at 4260 North State Street and 3501 Taylor Drive and 3515 Taylor Drive, Ukiah, California (the " Facility").

B. The Facility is permitted to receive Green Waste and Wood Waste and currently accepts and processes such materials received from SWS and UWS in accordance with that certain Agreement for Receipt of Wood and Green Waste dated December 12, 2011 ( the " Prior Agreement ") which provides for disposal of approximately 10,000 tons, but without limit subject to the Facility' s permitted capacity, annually of Materials ( as defined below) at the Facility.

C. SWS is party with the City of Ukiah (the " City ") to that certain First Amended and Restated Transfer Station Agreement of even date herewith for the operation of the Ukiah Valley Transfer Station for the receipt, collection, transportation and disposal of municipal, commercial and industrial solid waste (the " TS Agreement "), and UWS is party with the City to that certain First Amended and Restated Waste Collection Agreement of even date herewith for the collection and disposal of solid waste the " Collection Agreement "), which agreements have been amended and restated to allow for the recycling of Food Waste and Mixed Organic Waste.

D. Prior to receiving Food Waste or Mixed Organic Waste, the Facility must be fully permitted to receive, commingle, store and handle Food Waste and Mixed Organic Waste.

E. The parties wish to amend and restate the Prior Agreement on the terms herein effective as of the Effective Date, so that this Agreement shall supersede the Prior Agreement as of the Effective Date, when the Prior Agreement shall cease to have any effect (except for periods prior to the Effective Date).

In consideration ofthe aforementioned recitals and upon the terms and conditions herein set forth, the parties hereto agree as follows:

1. Definitions: The following terms shall have the respective meanings set forth below:

Green Waste" shall mean green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small wood pieces and other types of organic yard waste, provided that dead trees and branches may not exceed six (6) inches in diameter or four (4) feet in length.

Food Waste" shall mean food scraps, paper tissues, paper napkins and towels, coffee grounds and filters, pizza boxes, food soiled paper plates and cups, and miscellaneous paper not suitable for recycling that is discarded (as from a Commercial or Residential Property kitchen).

Mixed Organic Waste" shall mean Green Waste and Food Waste. 1 Attachment 3

Wood Waste" shall mean unpainted and untreated lumber and boards.

Materials" shall mean Green Waste, Wood Waste, Food Waste and Mixed Organic Waste.

Process" shall mean handle, grind or chip and recycle (including by composting or anaerobic digestion) Materials.

CCC Agreement" shall mean the Agreement for Mixed Organic Waste Services between PRS and Cold Creek Compost, Inc. ( "CCC ") dated September 15, 2015, a true and correct copy of which is attached hereto as Exhibit 1.

2. Agreement to Accept Materials: PRS agrees to accept and Process all Materials received at SWS' s transfer station or collected by UWS, as provided for under the TS Agreement, the Collection Agreement, and the CCC Agreement and delivered by SWS or UWS to the Facility, on the terms herein; provided, however, that PRS shall not accept Food Waste or Mixed Organic Waste until it has been fully permitted to receive, commingle, store and handle such Materials. PRS shall receive and process all such Materials in strict compliance with its permits.

3. Processing Rates: As consideration for the receipt and proper Processing by PRS of the Materials delivered by SWS and UWS, SWS and UWS shall each pay PRS the following fees: ( a) Thirty Dollars ($30.00) per ton for Green Waste and/ or Wood Waste received by PRS at the Facility from SWS and UWS, respectively (the " GW Processing Rate "); and (b) Thirty Dollars ($ 30. 00) per ton for Food Waste and/ or Mixed Organic Waste received by PRS at the Facility from SWS and UWS, respectively the " MOW Processing Rate "). The GW Processing Rate and the MOW Processing Rate shall each be adjusted pursuant to Paragraph 4 herein. Fees shall be paid by SWS and UWS within thirty (30) days of receipt from PRS of a written invoice detailing the amount of Materials received by PRS for each month.

4. Adjustment of Processing Rates:
a. Adjustment based on CPI: PRS shall have the right, commencing on January 1, 2016 and annually thereafter, to increase or decrease the GW Processing Rate and/ or the MOW Processing Rate by a percentage equal to the applicable percentage increase or decrease, if any, in the Consumer Price Index, All Urban Consumers, U.S. City Average, All Items ( 1982- 1984 =100), published by the United States Department ofLabor, Bureau of Labor Statistics ( "Index "), for the preceding year, using the Index published for the month nearest the beginning and the month nearest the end of such year.

The " applicable percentage" shall be 100% for the GW Processing Rate, and 90% for the MOW Processing Rate. If PRS forgoes the application of a CPI adjustment in any year, that adjustment will be treated as a zero increase ( decrease) in subsequent years, and shall not be retroactively recouped. b. Adjustment for Government Taxes: Notwithstanding any other provision herein, to the extent any government having jurisdiction over the Facility should impose any fee or tax Government Tax ") on the Facility associated with the Processing of Materials, the GW Processing Rate and/ or the MOW Processing Rate, as the case may be, shall be increased by the amount of such Government Tax, either at the per ton rate of such Tax or if such Tax is not assessed on a per ton basis, in the proportion that the total tonnage ofrelevant Materials PRS reasonably projects to accept from SWS and UWS during the period for which the Government Tax will pertain compared with other users of the Facility. On each adjustment of the GW Processing Rate and/ or the MOW Processing Rate, PRS shall deliver to SWS and UWS written notice stating the adjusted GW Processing Rate and/ or MOW Processing Rate.
c. Five year review: During calendar year 2016 only, the parties and the City shall review the per ton MOW Processing Rate to determine what increase to that rate is warranted, effective as 2 Attachment 3

of January 1, 2017, to cover the costs incurred by PRS to accommodate the processing of MOW (the New Program "), including, but not limited to, the capital costs of improvements to the PRS Facility, operational costs, transportation costs, and other costs ( not included under Section 4. d) required to accommodate the New Program and shall allow for a reasonable profit to PRS. During calendar year 2016 and every five years thereafter, the parties and the City shall review the GW Processing Rate to determine to what extent, if any, changes in 1) the market value for Green Waste and Wood Waste, 2) attendant costs including, but not limited to, changes in processing, transfer and transportation costs, and 3) the gate fee charged by CCC, pursuant to the CCC Agreement, or any successor processing site agreement, warrant an adjustment in the GW Processing Rate to account for changes in such costs, and the income produced from processed green waste and wood waste. Ifreceiving, transfer and processing costs have become substantially more or less and/ or the income produced from processed material has substantially increased or decreased during the five year period since the Effective Date or during the five year period since the last rate review, the GW Processing Rate shall be adjusted to account for these changes starting on January 1, 2017, and every five (5) years thereafter based upon such five year review process, provided that no such adjustment shall reduce the GW Processing rate to less than Thirty Dollars ($ 30.00) per ton. d. CCC Agreement Adjustments: In addition to adjustments under subparagraphs a., b. and c. above, any change in the gate fee charged by CCC pursuant to the CCC Agreement for Local Annual Tonnage ( as defined in the CCC Agreement), or by any City- approved successor processing site for similar Materials under its agreement with PRS, that are not in either case the subject of adjustments pursuant to subparagraphs a., b. or c. above, shall be treated as an immediate pass through adjustment to the MOW Processing Rate effective as of the date of such change. For example, effective January 1, 2017 and in addition to any adjustments under subparagraphs a., b. and c. above for the period from the Effective Date through January 1, 2017, the MOW Processing Rate will be increased by Ten Dollars

10. 00) per ton by virtue of the Ten Dollar ($ 10. 00) per ton increase in the gate fee charged PRS by CCC for Local Annual Tonnage under the CCC Agreement effective on such date.

5. Term of Agreement: This Agreement shall expire as to each of SWS and UWS on the expiration of the TS Agreement or the Collection Agreement, respectively, including extensions, subject to earlier termination, as follows. PRS, on the one hand, and either of SWS or UWS, on the other, shall be entitled to terminate this Agreement in the event of the other party' s material breach hereof unless such breach is cured within thirty (30) days after written notice thereof. This Agreement shall terminate automatically as to any party in the event of such party' s insolvency, bankruptcy, assignment for the benefit of creditors or other debt reorganization unless, in the case of bankruptcy, the petition is removed or withdrawn within thirty (30) days.

6. Type of Waste: PRS shall only accept, and SWS and UWS shall only be entitled to provide, Materials not containing any prohibited substances or hazardous waste. PRS shall be entitled to inspect the Materials and reject and/or return to SWS or UWS any Materials that are not in conformance with the standards set forth herein. Notice of rejection of non - conforming Materials shall be given in writing prior to the close of business on the day PRS receives such non - conforming Materials at the Facility. Failure to provide written notice in accordance with the terms of the preceding sentence shall forfeit PRS' s right to reject such non - conforming Materials. SWS or UWS, as the case may be, shall bear all costs associated with inspecting, testing and rejecting any non - conforming Materials. Each party agrees to comply with all laws applicable to such party in the performance of its duties hereunder.

7. Amount of Waste to be Delivered: SWS and UWS shall deliver an aggregate minimum of 30 tons per day and an aggregate maximum of 75 tons per day of Materials to the Facility.

8. Time of Delivery: SWS and UWS shall be entitled to deliver Materials to the Facility six 6) days a week, Monday thru Saturday during normal operating hours.

9. Attorney' s Fees: If any litigation is commenced between PRS and SWS or PRS and UWS to collect any sums due under this Agreement, or concerning any provisions of this Agreement, the 3 Attachment 3

prevailing party in such litigation shall be entitled, in addition to such other relief deemed appropriate by the court, to reasonable attorney' s fees and expenses incurred in connection with such litigation.

10. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the successors and assigns of SWS, UWS and PRS.

11. Confidentiality: No party shall disclose the GW Processing Rate or the MOW Processing Rate to any person except with the express written permission ofthe other parties, which permission shall not be unreasonably withheld. Without limiting the generality of the foregoing, PRS shall agree to allow SWS or UWS to disclose such Processing Rates as may be reasonably requested or required by the City under the TS Agreement or the Collection Agreement.

12. Counterparts: This Agreement may be executed in counterparts, and shall be effective when fully executed by all ofthe parties. The parties agree to accept signatures transmitted by facsimile.

13. Third Party Beneficiaries: The City of Ukiah shall be deemed a third party beneficiary of this Agreement with all of the rights of a party to enforce the terms of this Agreement.

14. Assignment: No assignment of this Agreement can be made without the prior written approval ofthe City and may be assumable by the City, exercising its rights under Section I l of each of the Waste Collection Agreement or the TS Agreement.

IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.

PACIFIC RECYCLING SOLUTIONS, INC.

BY:6
SOLID WASTES SYSTEMS, INC.

By: `" ) ( 1'71'0
UKIAH WASTE SOLUTIONS, INC.
4 Attachment 3

EXHIBIT 1

CCC AGREEMENT
5 Attachment 3

EXHIBIT 1

AGREEMENT FOR MIXED ORGANIC WASTE SERVICES
This Agreement is made and entered into as of the latest date of execution between Pacific Recycling Solutions, Inc. (hereinafter, " PRS "), a California corporation whose main office is located in Ukiah, CA, and Cold Creek Compost, Inc. ( hereinafter, " Cold Creek "), a California corporation, who shall collectively be referred to as the " Parties."

RECITALS
WHEREAS, PRS operates facilities at 4260 North State Street, Ukiah, California and /or 3515 Taylor Drive, Ukiah, California (the " PRS Facilities ") where it processes organic materials collected by its Affiliates (as defined below); and
WHEREAS, Cold Creek operates a fully - permitted industrial compost facility at 6000 East Side Potter Valley Road, Ukiah, California (the " Site ") which has capacity sufficient to perform its obligations hereunder and is subject to a valid ground lease on the Site which expires December 31, 2022; and WHEREAS, PRS and Cold Creek wish to enter into this Agreement on the terms and conditions herein; and
NOW, THEREFORE, the Parties agree to the terms and conditions set forth herein.

1. DEFINITIONS

1. 1 " Mixed Organic Waste" shall mean Green Material, Food Material, paper tissues, paper napkins and towels, coffee grounds and filters, pizza boxes, food soiled paper plates and cups, and miscellaneous paper not suitable for recycling collected at the curb from residential and commercial customers by the City Franchisee.

1. 2 " Additional Mixed Organic Waste" shall mean the following:

1. 2. 1 Agricultural Materials including, but not limited to, manure and animal bedding. poultry moralities, grape pomace, diatomaceous earth and culled fruit;

1. 2. 2 Green Material including, but not limited to, yard trimmings, brush, branches, and stumps;

1. 2. 3 Wood Waste including, but not limited to, sawmill waste, source separated construction and demolition material including sheetrock (which material may contain nails, doorknobs, joist hangers); 1 Attachment 3

1. 2. 4 Food Materials including, but not limited to, meat, fish, and dairy, soiled paper and waxed cardboard, fishery waste, grease trap waste, liquid wastes, including, but not limited to, wine lees, olive sludge, brewery waste and pond sludge.

1. 3 " Agricultural Materials" has the meaning provided in Title 14 of the California Code of Regulations (( "CCR ") Section 17852( 5).

1. 4 " Green Material" has the meaning provided in 14 CCR § 17852( 21).

1. 5 " Wood Waste" has the meaning provided in 14 CCR § 17852(42).

1. 6 " Residual Waste" shall mean any material that is not included in the definitions of Sections 1. 1 through 1. 5 above, and that cannot be used by Cold Creek in the ordinary course of business.

1. 7 " Contaminated Load" shall mean the inclusion of material or liquids in a load in such quantities that one of the following occurs:

1. 7. 1 The load is spoiled to the extent that the entire load is unusable by Cold Creek in the ordinary course of business as determined solely by Cold Creek.

1. 7.2 The cost of removing the contaminants exceeds the value of the organic material, as determined solely by Cold Creek.

1. 7.3 The Residual Waste exceeds the CalRecycle standard of more than 1. 0 percent by weight or by such standard as is the current standard for contamination established by California Integrated Waste Management Board (CIWMB) or successor agency.

1. 8 " Compensation" shall mean those fees described in Section 6 below due Cold Creek by PRS for Cold Creek's acceptance and processing of material described in Sections 1. 1 through 1. 5 above.

1. 9 " Local Annual Tonnage" shall mean the aggregate of all material described in Section 1. 1 above that is generated within the city limits of the City of Ukiah (the " City "), collected at the curb from residential and commercial customers by the City Franchisee and delivered by PRS or its Affiliates to the Site in any calendar year.
2 Attachment 3

1. 10 " Other Annual Tonnage" shall mean any material described in Sections 1. 1 through 1. 5 above that is generated outside of the city limits ofthe City, and any material described in Sections 1. 2 through

1. 5 above that is generated within the city limits of the City, and in each case delivered to the Site by PRS or its Affiliates in any calendar year, but excluding Sonoma Organic Material ( as defined below).

1. 11 " City Franchisee" shall mean Ukiah Waste Solutions, Inc., a California corporation and an Affiliate of PRS.

1. 12 " Affiliate" shall mean any entity at least 50% of the voting power of which is owned by the stockholders of PRS.

1. 13 " City" shall mean the City of Ukiah, California.

1. 14 " Sonoma Organic Material" shall mean any material described in Sections 1. 1 through 1. 5 above that is generated in Sonoma County and delivered to the Site by PRS or its Affiliates in any calendar year.

1. 15 " Change in Law" means the enactment, adoption, promulgation, issuance, modification, or written adoption or change in administrative orjudicial interpretation on or after the Effective Date of, any law, regulation, rule, order, judgment, decree, permit, approval or other requirement of any governmental agency having jurisdiction over this Agreement or a Party' s performance hereunder.

2. TERM

2. 1 The Term of this Agreement shall commence on November 1, 2015, subject to the receipt by PRS of all government approvals and permits necessary for PRS to receive, commingle, store and handle any or all of the materials described in Sections 1. 1 through 1. 5 above at the PRS Facilities and approval of a Mixed Organic Waste Recycling Program by the City Council of the City of Ukiah (the " Effective Date "), and continue through December 31, 2022, unless extended pursuant to Section 2. 2 below, terminated early pursuant to Section 9. 1. 2 or 9. 1. 3 below, or amended by mutual agreement in writing by the Parties.

2. 2 Cold Creek grants to PRS options to extend this Agreement under the same terms and conditions for up to nine ( 9) individual consecutive one ( 1) year periods, each consecutive option period at PRS' s sole discretion. Such Agreement extension options are contingent upon a reasonable determination by 3 Attachment 3

PRS and the City that Cold Creek has obtained an extension or replacement of the Lease for such periods, or control of a substitute fully - permitted site of equal functionality for such periods and under such terms and conditions that permit Cold Creek to perform its obligations under this Agreement. Upon the exercise by PRS of any option to extend this Agreement, the initial Term described in 2. 1 above, plus any extension under this paragraph together shall become the Term.

2. 3 Nothing in this Agreement limits PRS' s right to pursue any disposal alternatives at the end of the Term subject to City approval.

3. SERVICES PROVIDED BY COLD CREEK

3. 1 Cold Creek warrants that the Site is fully permitted and has capacity sufficient to perform its obligations hereunder, and that Cold Creek controls the Site through a valid ground lease.

3. 2 Cold Creek shall process all Mixed Organic Waste, Additional Mixed Organic Waste, Agricultural Materials, Wood Waste and Green Material received from PRS or its Affiliates in a way that promotes maximum landfill diversion and shall comply with all applicable laws pertaining to the operation of the Site, including, but not limited to, closure and post closure obligations and any financial assurances. Upon request, Cold Creek agrees to provide PRS with copies of any regulatory inspection reports on its operation within a reasonable amount of time.

3.3 Cold Creek shall maintain all- weather access to the Site for tractor - trailer configured vehicles during regular business hours as provided in Section 3. 4 below.

3. 4 The Site shall be open for deliveries Monday through Friday, 7 a.m. to 3: 30 p. m., and Saturday from 7 a.m. to 1 p.m., excluding the following holidays: Christmas, New Year's Day, Labor Day, Memorial Day, July 4th, and Thanksgiving Day, except that the Site will open on Labor Day, Memorial Day, and July 4th if requested by PRS where notice is given not less than seven ( 7) days in advance to receive PRS delivery. Such notice may be in the form of an email, phone call or other informal means; however notice shall not be deemed effective until PRS receives an acknowledgement of receipt by Cold Creek by any of the above mentioned forms.

3. 5 Cold Creek will provide an adequate, unencumbered tipping area at the Site to assure timely offloading of materials from PRS and its Affiliates' vehicles. 4 Attachment 3

4. SERVICES PROVIDED BY PRS

4. 1 City Franchisee will provide a public education program educating its customers on the specific requirements of its Mixed Organic Waste program, and use its best efforts in the monitoring, inspection and enforcement procedures to minimize contamination ofthe Mixed Organic Waste collection.

4. 2 Commencing on the first day of the Term, PRS will deliver all Local Annual Tonnage to the Site, subject only to PRS' s receiving approval from the City for such flow direction to Cold Creek.

4.3 Commencing on the first day of the Term, PRS and/or its Affiliates may deliver, in their sole discretion, any or all Other Annual Tonnage and any or all Sonoma Organic Material to the Site, subject to PRS' s having received approval where needed for such flow direction to Cold Creek from the jurisdiction holding such authority.

4. 4 PRS, at its sole discretion, may either combine Mixed Organic Waste materials with Additional Mixed Organic Waste materials and deliver them together to the Site, or deliver Mixed Organic Waste, Additional Organic Waste, Agricultural Materials, Food Materials, Wood Waste or Green Material separately.

4. 5 All materials delivered to the Site described in Sections 4.2 and 4. 3 will be billed under payment terms as set forth in Section 6 below.

4. 6 PRS' s deliveries of Mixed Organic Waste, Additional Mixed Organic Waste, Agricultural Materials, Food Materials, Wood Waste and Green Material to the Site shall be weighed at the Site' s truck scale to determine net weight delivered. PRS agrees to deliver all material in trucks with capabilities to discharge its own load. Cold Creek may inspect each load prior to and immediately after unloading and at its discretion may reject any load pursuant to Section 5 below.

5. CONTAMINATED LOADS

5. 1 If a load is determined by Cold Creek pursuant to Section 4. 6 above to be a Contaminated Load, but only as defined in Section 1. 7 above, Cold Creek at its sole discretion may reject the load ( "Rejected Load ").

5.2 Upon the rejection of a load by Cold Creek, Cold Creek will immediately notify PRS and hold PRS' s truck and driver, if instructed to do so by PRS, to allow PRS' s management to inspect such load.

PRS will have the right to either remove the contamination from the load at Cold Creek' s site or dispose of the Rejected Load by backhaul at PRS' s sole expense. 5 Attachment 3

5.3 The cost of disposing of Residual Waste contained in a non - Contaminated Load shall be borne solely by Cold Creek.

5. 4 In no circumstances shall the materials described in Sections 1. 1 through 1. 5 above that are not a Contaminated Load be considered unacceptable material.

6. FEES

6. 1 PRS shall pay Cold Creek for Local Annual Tonnage delivered to the Site by PRS and its Affiliates, as follows:
2016.

6. 1. 1 $ 16. 00 per ton commencing on the Effective Date and continuing through December 31,

6. 1. 2 $ 26. 00 per ton commencing January 1, 2017 and continuing through December 31, 2018.

6. 1. 3 The per -ton fee for Local Annual Tonnage will be adjusted up or down on January 1 of each year, starting January 1, 2019, by a percentage factor equal to 0. 9 ( 90 %) of the change in the value in the twelve months before the most recent November 1 ofthe All Urban Consumers Consumer Price Index CPI -U), all items, for the San Francisco - Oakland -San Jose, CA, Base Period 1982 — 1984 = 100, not seasonally adjusted, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor index.

6. 2 PRS shall pay Cold Creek $26. 00 per ton for Other Annual Tonnage delivered to the Site by PRS and its Affiliates commencing on the Effective Date and continuing through December 31, 2018. The per -ton fee for Other Annual Tonnage will be adjusted up or down on January 1 of each year, starting January 1, 2019, by a percentage factor equal to 0. 9 ( 90 %) of the change in the value in the twelve months before the most recent November 1 of the All Urban Consumers Consumer Price Index (CPI -U), all items, for the San Francisco - Oakland -San Jose, CA, Base Period 1982 — 1984 = 100, not seasonally adjusted, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor index.

6.3 PRS shall pay Cold Creek $32. 00 per ton for Sonoma Organic Materials delivered to the Site by PRS and its Affiliates commencing on the Effective Date and continuing through December 31, 2018.

The per -ton fee for Sonoma Organic Materials will be adjusted up or down on January 1 of each year, starting January 1, 2019, by a percentage factor equal to 0. 9 ( 90 %) of the change in the value in the twelve months before the most recent November 1 of the All Urban Consumers Consumer Price Index 6 Attachment 3

CPI -U), all items, for the San Francisco - Oakland -San Jose, CA, Base Period 1982 — 1984 = 100, not seasonally adjusted, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor index.

6. 4 Cold Creek will invoice PRS monthly with payments due in 30 days. Any payments due from PRS and not made within 30 days of receipt of the invoice shall incur additionally a 1. 5% per month late charge, or the maximum rate allowed by law, whichever is less.

6. 5 Fees due to Cold Creek from PRS described in this Section for services herein shall constitute the total of all Compensation due to Cold Creek by PRS under this Agreement.

7. COLD CREEK LEASE

7. 1 The Site is the subject to a valid ground lease ( the Lease) between Cold Creek and Lessors, the term of which is currently set to expire on December 31, 2022. A copy of the Lease is attached hereto as Exhibit A.

7.2 During the Term of this Agreement, Cold Creek shall notify PRS in writing, with a copy to the City Manager of the City, of any material change in the terms of the Lease within seven ( 7) days of Cold Creek becoming aware of such material change. A copy of a modified Lease ( redacted to remove economic terms) or a memorandum of lease signed by Cold Creek and the landlord and setting forth the major non - economic terms of the modified lease, will accompany that notice, and will be added to Exhibit A of the Agreement by the Parties. Notice and delivery of a modified Lease under this Section shall be made by either USPS certified mail or by any national delivery service that provides proof of delivery.

8. INSURANCE AND INDEMNIFICATION

8. 1. Comprehensive General Liability-Cold Creek. Cold Creek shall obtain and maintain in full force and effect throughout the entire term of this Agreement a Broad Form Comprehensive General Liability occurrence) policy with a minimum limit ofTWO MILLION DOLLARS ($2, 000, 000.00) aggregate and ONE MILLION DOLLARS ($ 1, 000,000.00) per occurrence for bodily injury and property damage, with any self - insured retention not exceeding TWO HUNDRED THOUSAND ($200, 000. 00) per occurrence.

Cold Creek shall also obtain and maintain in full force and effect throughout the entire term of this Agreement a pollution legal liability policy with a minimum limit of TWO MILLION DOLLARS 2, 000,000.00) aggregate and ONE MILLION DOLLARS ($ 1, 000, 000. 00) per occurrence for bodily 7 Attachment 3

injury and property damage, with any self - insured retention not exceeding TWO HUNDRED THOUSAND ($200,000.00) per occurrence, and with tail coverage extending for at least five (5) years after the expiration or termination of the term ofthis Agreement. Said insurance shall protect PRS and its Affiliates, and the City from any claim for damages for bodily injury, including accidental death, as well as from any claim for property damage, including claims for injury, damage and remediation of alleged environmental contamination which may arise from operations performed pursuant to this Agreement, whether such operations are by Cold Creek itself, or by its agents, employees or subcontractors. Copies of the policies or endorsements evidencing the above - required insurance coverage shall be filed with PRS.

Endorsements are required to be made a part of all of the following insurance policies required by this Section:

8. 1. 1 " PRS and its Affiliates, the City, and its and their employees, agents, and officers, acting within the scope of their employment related to the services provided under this Agreement, are hereby added as insured's as respects liability arising out of activities performed by or on behalf of Cold Creek."

8. 1. 2 " Thirty ( 30) days prior written notice by certified mail, return receipt requested, shall be given to PRS and the City in the event of suspension, cancellation, reduction in coverage or in limits or non - renewal of this policy for whatever reason. Such notice shall be sent to PRS and the City."

8. 2 Cold Creek, and its successors and assigns, agree to indemnify, hold harmless and defend PRS and its Affiliates, the City, and its and their officers, agents and employees from and against any and all losses, damages, costs, charges, expenses, suits, actions, claims for injury, damage, judgments, liabilities, and attorney fees directly or indirectly, resulting from the delivery and processing of all Mixed Organic Waste, Additional Mixed Organic Waste, Agricultural Materials, Food Materials, Wood Waste and Green Material delivered to the Site by PRS or its Affiliates, arising out of /or related to Cold Creek's leasehold, operation, remediation, closure or post closure of the Site.

8.3 Comprehensive General Liability -PRS. PRS shall name Cold Creek as an additional insured under its General Liability and Pollution insurance policy, which PRS will keep in force during the Term of the Agreement, to the extent of coverage and limits as described in Section 8. 1 above.

8. 4 PRS, and its successors and assigns, agree to indemnify, hold harmless and defend Cold Creek, and its officers, agents and employees from and against any and all losses, damages, costs, charges, expenses, 8 Attachment 3

suits, actions, claims for injury, damage, judgments, liabilities, and attorney fees directly or indirectly, resulting from all Mixed Organic Waste, Additional Mixed Organic Waste, Agricultural Materials, Food Materials, Wood Waste and Green Material delivered to the Site by PRS or its Affiliates.

9. DEFAULT

9. 1 Each of the following shall constitute an event ofdefault ( "Event of Default ") hereunder:

9. 1. 1 A party to this Agreement has: ( 1) failed to comply with one or more of the terms or conditions ofthis Agreement, or future amendment( s) to this Agreement, or (2) failed to comply with any material federal, state or local laws, ordinances, rules or regulations pertaining to the activity, or (3) when the Site' s activity has been determined to be a nuisance or detrimental to the public health, safety or welfare by a body of competent authority.

9. 1. 2 If Cold Creek does not perform the services for a period in excess of seven ( 7) days, this Agreement may be terminated by PRS. Cold Creek shall not be in default of this Agreement if Cold Creek commences such action required to cure the particular breach within seven ( 7) calendar days after such notice, and it continues such performance diligently until completed.

9. 1. 3 If PRS does not perform the services for a period in excess of seven ( 7) days, this Agreement may be terminated by Cold Creek. PRS shall not be in default of this Agreement if PRS commences such action required to cure the particular breach within seven ( 7) calendar days after such notice, and it continues such performance diligently until completed.

9. 1. 4 IfCold Creek files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, liquidator, assignee ( other than as a part of a transfer of equipment no longer useful to Cold Creek or necessary for this Agreement), trustee other than as security for an obligation under a deed of trust), custodian, sequestrator ( or similar official) of Cold Creek for any part of Cold Creek' s operating assets or any substantial part of Cold Creek's property, or shall make any general assignment for the benefit of Cold Creek' s creditors, or shall fail generally to pay Cold Creek's debts as they become due or shall take any action in furtherance of any of the foregoing;

9. 1. 5 A court having jurisdiction shall enter a decree or order for relief in respect of Cold Creek, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Cold Creek shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree or order appointing a receiver, liquidator, 9 Attachment 3

assignee, custodian, trustee, sequestrator (or similar official) of Cold Creek or for any part of Cold Creek's operating equipment or assets, or orders the winding up or liquidation of the affairs of Cold Creek;

9. 1. 6 If PRS files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee ( other than as security for an obligation under a deed of trust), custodian, sequestrator (or similar official) of PRS for any part of PRS' s operating assets or any substantial part of PRS' s property, or shall make any general assignment for the benefit of PRS' s creditors, or shall fail generally to pay PRS' s debts as they become due or shall take any action in furtherance of any of the foregoing;

9. 1. 7 A court having jurisdiction shall enter a decree or order for relief in respect of PRS, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or PRS shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator ( or similar official) of PRS or for any part of PRS' s operating equipment or assets, or orders the winding up or liquidation ofthe affairs of PRS;

9. 1. 8 A seizure or attachment (other than a prejudgment attachment) of, or levy affecting possession on the operating equipment of a party to this Agreement, including without limitation, vehicles, maintenance facilities, office facilities, or any party thereof of such proportion as to substantially impair the party's ability to perform under this Agreement and which cannot be released, bonded, or otherwise lifted within 48 hours excluding weekends and holidays.

9. 2 Upon an " Event of Default" by either party, the non - defaulting party may suspend, amend, or terminate this Agreement.

10. THIRD PARTY BENEFICIARIES

10. 1 The Parties acknowledge and declare that the City is and will be a Third Party beneficiary of this Agreement, included without limitation, with the same rights as the Parties to enforce the terms of this Agreement.

10. 2 The Parties agree that PRS' s rights under this Agreement can be assigned or assumed by the City, at the City' s sole option, without per ton fee adjustments to the City or its assignee, upon an Event of Default by PRS. Upon such an Event of Default, any payments then due to Cold Creek by PRS shall 10 Attachment 3

continue to be the obligation ofPRS and such payment obligation shall not be transferred to the City upon the assumption or assignment of such rights.

11. ASSIGNMENT

11. 1 Except as provided in Sections 10. 2 and 11. 2, neither Party shall sell, assign or otherwise transfer, by operation of law or otherwise, its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other, which shall not be unreasonably withheld or delayed.

11. 2 Consent is not required for an assignment of this Agreement in connection with a sale or other disposition of substantially all the assets of the assigning Party' s business.

11. 3 This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of each of the Parties hereto.

12. INDEPENDENT CONTRACTOR
Each Party is and shall perform this Agreement as an independent contractor and, as such, shall have and maintain complete control over all of its employees, agents and their conduct of operations.

Neither Party, nor anyone employed by it shall be, represent, act, purport to act or be deemed to be the agent, representative or employee of the other Party.

13. MUTUAL RELEASE

13. 1 Each Party, on behalf of itself and its affiliates (including, in the case of PRS, its Affiliates), officers, directors, insurers, attorneys, employees, agents, predecessors, successors and assigns, hereby releases and agrees to hold harmless the other Party and the other Party' s affiliates (including, in the case of PRS, its Affiliates), officers, directors, insurers, attorneys, employees, agents, predecessors, successors and assigns from and against any and all claims, damages, actions, causes of action, costs and expenses including attorney' s fees), at law or in equity, known or unknown, of every type whatsoever existing as of, or hereafter arising out of or in connection with events through the Effective Date, whether resulting from the delivery by PRS and its Affiliates of materials to the Site under the conditions stated in such Affiliates' agreements with the City or otherwise, excluding any claim for breach of the release in this Section 13.
11 Attachment 3

13. 2 Each Party acknowledges Section 1542 of the California Civil Code, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." and hereby waives any rights or benefits such Party may have under such Section or any other similar provision of law to the maximum extent permitted by law.

13.3 Each Party hereby represents and warrants that such Party is the sole owner of, and has not assigned to any other person or entity all or any part of, any of the claims released by such Party pursuant to the release in this Section 13. Each Party further agrees never to bring any action or proceeding on any claim that such Party has released hereunder.

14. ENTIRE AGREEMENT
This Agreement represents the entire understanding and agreement between the Parties hereto relating to the processing and disposal of the materials described herein and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties regarding same and supersedes any and all terms and conditions which may exist in any form with any party regarding PRS' s disposal of such materials at the Site.

15. SEVERABILITY
If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Agreement or any part thereof is, for any reason, held to be illegal, such decision shall not affect the validity of the remaining portions of this Agreement or any part thereof, except as specifically set forth herein.

16. NOTICES
All Notices by the Parties will be given at the address listed below after the signature line. Such addresses may be changed by advising the other Party in writing, using either USPS Certified Mail, or any national delivery service that provides proof of service.

17. GENERAL PROVISIONS
Either Party shall be relieved of its obligations hereunder for the duration of a Force Majeure or a Change in Law, if, as a result of a Force Majeure or a Change in Law, such party is unable to perform. A 12 Attachment 3

Force Majeure shall include only events outside of the Party' s control and which are either Acts of God or the unforeseeable.

No waiver, alteration, or modification of any ofthe provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of both Parties to this Agreement.

The Parties stipulate and agree that any litigation relating to the enforcement or interpretation of this Agreement, arising out of either Parties' performance or relating in any way to the work, shall be brought in Superior Court in Mendocino County.

In the event legal action is instituted by either Party to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees and actual costs in connection with such action.

This Agreement and amendments and supplemental agreements hereto may be executed in counterparts.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands on the day and year indicated:

Date: %/ / `
J /
f S
PACIFIC RECYCLING SOLUTIONS, INC.

David M. Carroll, President
Pacific Recycling Solutions, Inc.
3515 Taylor Drive
Ukiah, California 95482
COLD CREEK COMPOST, INC.
in Milerk; President
Cold Creek Compost, Inc.
6000 Potter Valley Road
Ukiah, California 95482
13 Attachment 3

EXHIBIT E

INITIAL SERVICE RATES
The current rate chart is attached. Commercial Green Waste and /or Mixed Organic Waste collection is charged at the same rates as Commercial Solid Waste. The chart will need to be expanded to clarify that for Single Family Residences, the Solid Waste rate includes Recyclables, Green Waste and /or Mixed Organic Waste, and that for Multi - Family Residences and Commercial Solid Waste. Recyclables and Green Waste and /or Mixed Organic Waste collection are all billed at the cart rates listed.

Rates to collect and dispose of sludge will be competitive with current rates.

Insert replacement /additional cart/ container fees.

Insert all Special Charges.

Attachment 3

Ukiah Waste Solutions, Inc.

NEW 2012 GARBAGE COLLECTION RATE ADJUSTMENTS

SUMMARY OF RATE ADJUSTMENT FOR STANDARD SERVICES
YEAR 2012
Service Level
Effective
Percentage Total Monthly Rate Per
Current Adjusted 2012 Adjustment Adjustment Gallon / Yard Curbside Service
No Service
10 gallon can rate
20 gallon can rate
32 gallon can rate
68 gallon can rate
95 gallon can rate
Other combinations - rate per gallon
Overstuffed can charge /Extra Stop
1 yard bin rate

1. 5 yard bin rate
2 yard bin rate
3 yard bin
4 yard bin
6 yard bin

4. 41 $ 4. 72 7. 03% $ 0. 31 $ 0. 472

4. 41 $ 4. 72 7. 03% $ 0. 31 $ 0. 472

9. 26 $ 9. 92 7. 13% $ 0. 66 $ 0. 496

16. 64 $ 17. 82 7. 09% $ 1. 18 $ 0. 557

39. 30 $ 42. 10 7. 12% $ 2. 80 $ 0. 619

55. 39 $ 59.33 7. 11% $ 3. 94 $ 0. 625

0. 64 $ 0. 69 7. 14% $ 0. 05 $ 0. 690

5. 91 $ 6. 33 7. 12% $ 0. 42 n/ a
110. 07 $ 117. 91 7. 12% $ 7. 84 $ 117. 91
130.08 $ 139. 34 7. 12% $ 9. 26 $ 92. 89
173. 44 $ 185. 79 7. 12% $ 12. 35 $ 92. 90
260. 16 $ 278. 68 7. 12% $ 18. 52 $ 92. 89
346. 88 $ 371.58 7. 12% $ 24. 70 $ 92. 90
520.32 $ 557.37 7. 12% $ 37. 05 $ 92. 90
Packout Service
No Service
10 gallon can rate
20 gallon can rate
32 gallon can rate
68 gallon can rate
95 gallon can rate
Other combinations - rate per gallon
Overstuffed can charge /Extra Stop

6. 80 $

6. 80 $

11. 62 $

20. 38 $

47. 87 $

69. 16 $

0. 73 $

6. 80 $

7. 28 7. 06% $ 0. 48 $ 0. 728

7. 28 7. 06% $ 0. 48 $ 0. 728

12. 45 7. 14% $ 0. 83 $ 0. 623

21. 83 7. 11% $ 1. 45 $ 0. 682

51. 28 7. 12% $ 3. 41 $ 0. 754

74. 08 7. 11% $ 4. 92 $ 0. 780

0. 78 7. 14% $ 0. 05 $ 0. 780

7. 28 7. 06% $ 0. 48 n/ a
Pack out service is limited to the elderly and disabled who apply directly through Ukiah Waste Solutions at 707 - 234 -6400 Remote Area Service
Add to the Packout Service rate. 6. 80 $ 7. 28 7. 06% $ 0. 48 N/ A In areas with limited access, an additional fee is charged to fund the costs of special equipment and special handling necessary to provide garbage pickup services. This fee is in addition to the " Packout Service" fee listed in this schedule.

Attachment 3

Ukiah Waste Solutions, Inc.
2012 Rate Schedule

RESIDENTIAL / COMMERCIAL
Residential Carts No Service 1 - 10 11 - 20 21 - 32 33 - 68 69 - 95 Gallons 2012 Rates Fee lx /WK 1x /WK lx/WK 1x /WK lx/ WK
Roadside 4. 72 4.72 9. 92 17. 82 42. 10 59. 33
Pack Out* 7. 28 7. 28 12.45 21. 83 51. 28 74.08
Remote ** 14. 56 14. 56 19. 73 29. 11 58. 56 81.36
Pack Out service is limited to the elderly and disabled who apply directly through Ukiah Waste Solutions da 707 - 234 -6400.

The additional charges of Remote service may be required for certain areas with difficult access.

Commercial Carts
2012 Rates 1 - 10 11 - 20 21 - 32 33 - 68 69 - 95 Gallon 1 Can - lx/ WK
1 Can - 2x /WK
1 Can - 3x /WK
2 Cans - lx/ WK

4. 91 10. 28 18. 50

41. 12

68. 70

41. 12

43. 72

97. 33
149. 24

97.33 61. 62
136. 96
208.48
136. 96
Commercial / Residential Bins
Yards
2012 Rates
Number of pick -ups per week Extra
lx /WK 2x /WK 3x/ WK 4x/ WK 5x /WK 6x /WK Pick -up

1. 0

1. 5

2. 0

3. 0

4. 0

6. 0
117.91 n/ a n/ a n/ a n/ a n/ a 27.23
139. 34 278. 68 418. 02 557.36 696.70 836.04 32. 18
185. 79 371.58 557. 37 743. 16 928.95 1, 114. 74 42. 91 278.68 557.36 836. 04 1, 114.72 1, 393.40 1, 672. 08 64.36 371.58 743. 16 1, 114.74 1,486. 32 1, 857.90 2, 229.48 85. 82 557.37 1, 114.74 1, 672. 11 2, 229.48 2, 786.85 3, 344. 22 128. 72 Extra p/ u calculated at 1 /wk divided by 4.33
Clean -Up Bins and Boxes
New Rate
2012

3. 0 Yd 3 day rental 96.41 includes tip fee

15. 0 Yd 7 day rental 218.46 Plus $ 78. 70 per ton tip fee

20.0 Yd 7 day rental 218.46 Plus $ 78. 70 per ton tip fee

30. 0 Yd 7 day rental 218. 46 Plus $ 78. 70 per ton tip fee Compactors 218. 46 Plus $ 78. 70 per ton tip fee
Misc Charges
New Rate
2012
Bulky Items ( appliances, Lg Tires, Furniture etc..) 24. 25 Plus tip fee Tires - each - (Automotive or motorcycle) 5. 11
Damage Cart Replacement 66.00
Additional Green Waste or R/ C Cart 6. 50
Extra Residential Pick -up 6. 33
Extra Commercial Pick -up 11. 82
Compactor Cleaning 284.46
Container Cleaning 102.41
Locking bin, one -time setup fee 32. 43 Plus Materials
Replacement Key 11. 38
Contamination Fee 32. 48
Returned Check Fee 35. 00
Roll Off or Bin Extra Day Charge 11. 82
Exchange Cart Size 24. 36
Rate to collect and dispose of sludge will be equal to or less than the current rate.

Customers billed by Ukiah Waste Solutions are billed as commercial customers.

Customers billed by the City of Ukiah are billed as residential customers.

Attachment 3

1 SECOND AMENDED AND RESTATED TRANSFER STATION AGREEMENT Attachment 4

i

TABLE OF CONTENTS
Page
Second Amended and Restated Transfer Station Agreement 1

1. Operating Rights 1

2. Definitions 2

3. Term 5

4. Operations 5

4.1 Receipt, Transfer and Disposal of Solid Waste 5

4.2 Buy-Back Recycling 6

4.3 Drop-Off Recycling 6

4.4 Household Hazardous Waste Recycling 6

4.5 Green Waste and Wood Waste 7

4.6 Food Waste and Mixed Organic Waste 7

4.7 Reuse Facility 7

4.8 Unacceptable Waste Prohibited 7

4.9 Refusal of Waste 7

4.10 Title to Waste 7

4.11 Hours of Operation 8

4.12 Additional Services 8

4.13 Permits and Licenses 8

4.14 Applicable Law 8

5. Landfill Fee 8
Attachment 4

ii

6. Gate Rate and Other Service Fees 8

6.1 Establishment 8

6.2 Modification Based on Consumer Price Index, Fuel Index and Certain Pass-Through Costs 8

6.3 Modification Based on Changes in Pass-Through Costs 10

6.4 Five Year Review 11

6.5 Modification Based on Extraordinary Items 11

6.6 Billing 11

7. Provisions Applicable to Equipment and Personnel 11

7.1 Equipment 12

7.2 Facility Maintenance 12

7.3 Transport of Materials 12

7.4 Staffing 12

7.5 Subcontractors 12

8. Records and Reports 12

9. Hold Harmless and Insurance 12

10. Remedies Upon Default 14

11. Assignment 16

12. City’s Options to Purchase Site, Improvements and Equipment 15

12.1 City’s Options to Purchase Site and Improvements 16

12.2 Prior Termination 16

13. Purchase or Lease of Site and Purchase of Improvements 17 Attachment 4

iii

13.1 Purchase of Site 16

13.2 Lease of Site 16

13.3 Purchase of Improvements 17

14. Waiver 17

15. Administration 17

16. Independent Contractor 18

17. Notices 18

18. Amendments 18

19. Successors and Assigns 18

20. Integration; Severability 19
Exhibit A – First Amended and Restated Agreement for Receipt of Wood Waste, Green Waste and Mixed Organic Waste 20
Exhibit B –[Reserved]
Exhibit C - Legal Description of Transfer Station Site 22 Exhibit D – Rate Schedule 23
Exhibit E – Transfer Station Rate Calculation 24
Exhibit F – Transfer Station Lease 25
Exhibit G – Current Geographic Area Served By Transfer Station 26 Attachment 4

1 SECOND AMENDED AND RESTATED TRANSFER STATION AGREEMENT This Second Amended and Restated Transfer Station Agreement (the “Agreement”) is made as of October __, 2015 by and between the City of Ukiah, a municipal corporation (hereinafter "City"), Solid Wastes Systems, Inc., a California corporation (hereinafter "Contractor"), and Yulupa Investments, LLC, a California limited liability company (hereinafter “Owner”), with reference to the following:

WHEREAS, Owner currently owns and Contractor currently operates the Ukiah Valley Transfer Station located in Mendocino County pursuant to that certain Amended and Restated Transfer Station Agreement dated December 12, 2011 (the "Prior Agreement"); and WHEREAS, Ukiah Waste Solutions, Inc. (“UWS”), a California corporation and an affiliate of Contractor, collects all Solid Waste generated in City pursuant to that certain Amended and Restated Waste Collection Agreement with City of even date herewith (the “Collection Agreement”); and WHEREAS, Contractor has invested substantial funds to acquire land and construct improvements to increase diversion of Solid Waste from landfills, reduce greenhouse gasses, convert waste into energy, and create new jobs; and
WHEREAS, City has approved a Mixed Organic Waste Curbside Recycling Program (the “New Program”) pursuant to the Collection Agreement; and
WHEREAS, the parties wish to amend and restate the Prior Agreement on the terms herein consistent with the New Program and to make certain other changes; NOW, THEREFORE, in and for the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Operating Rights.

1.1 Contractor shall have the exclusive right to operate, and shall operate, the Transfer Station (as defined in Section 2 below) in accordance with the terms of this Agreement and all applicable federal, state and local statutes, regulations, ordinances and other laws and enforceable policies. Subject to any limits imposed by applicable law, all Solid Waste generated in City shall be delivered to the Transfer Station and Contractor shall be entitled to accept at the Transfer Station Solid Waste generated anywhere within Mendocino County. Contractor shall also have the right to accept at the Transfer Station Solid Waste generated outside of Mendocino County with City’s prior written consent (which consent shall not be unreasonably withheld and may be granted by City’s City Manager), provided that Contractor shall identify and keep records satisfactory to both California Department of Resources Recycling and Recover (“CalRecyle”) and City, including the quantity and the jurisdiction of origin of such Solid Waste.

Receipt and disposal of such solid waste shall be subject to all of the applicable provisions of this Agreement, including Contractor’s obligation to indemnify and hold City harmless in any action related to the acceptance of out of County Solid Waste, and the payment, if levied, of Surcharges. During the term of this Agreement, City shall not own, operate or authorize any facility that would compete with the Transfer Station or Contractor’s operation thereof, nor shall City issue any request for proposal for the operation of the Transfer Station by any person other than Contractor except for any period after the expiration or termination of this Agreement in accordance with its terms. Correspondingly, and except as specifically permitted under this Agreement or the Collection Agreement, Owner, Contractor and any Related Entity (as defined below) shall not accept at any facility owned or operated by them Solid Waste originating from any source generated in the areas of Mendocino County described at Exhibit G, which Attachment 4

2 represents the Solid Waste, as of November 1, 2011, that is received at the Transfer Station, unless such Solid Waste has first passed through and paid Gate fees at the Transfer Station. “Related Entity” means an entity in which Contractor or Owner, any of its shareholders, partners or members, or their spouses, are owners, members, partners, or over which Owner, Contractor, their shareholders, members or partners, or their spouses, otherwise exercise any ownership or control.

1.2 To the extent permitted by applicable law, City shall take such steps as may be reasonably necessary to protect Contractor's rights under this Agreement; provided, however, that City’s obligation under this Section 1.2 is subject to Contractor’s agreement, upon request of City, to reimburse City’s reasonable expenses, including attorneys’ fees and litigation expenses, incurred in taking steps as agreed upon herein; and, provided, further, that nothing herein shall prevent Contractor from taking any lawful action to protect its rights hereunder.

1.3 Except as expressly provided herein, this Agreement shall supersede the Prior Agreement as of the Effective Date set forth in Section 3 below, when the Prior Agreement shall cease to have any effect (except for periods prior to such Effective Date).

2. Definitions.

2.1 “Acceptable Waste” means all Solid Waste, except (a) Recyclables, (b) Segregated Food Waste, Mixed Organic Waste, Green Waste or Wood Waste, and (c) Hazardous Waste, Household Hazardous Waste and Unacceptable Waste.

2.2 “Change in Law” means the enactment, adoption, promulgation, issuance, modification, or written adoption or change in administrative or judicial interpretation on or after the Effective Date of, any law, regulation, rule, order, judgment, decree, permit, approval or other requirement of any governmental agency (including City) having jurisdiction over this Agreement or Contractor’s performance hereunder.

2.3 "Construction Debris" means used or discarded construction materials generated during the construction or renovation of a building, structure or other man-made improvement.

2.4 "Demolition Debris" means used construction materials generated during the razing or renovation of a building, structure or other man-made improvement.

2.5 “Disposal” means the permanent placing of Solid Waste in a facility legally permitted to receive it.

2.6 “Disposal Costs” means Contractor’s costs to Dispose of Solid Waste at a Disposal Facility, including all tipping fees and service fees paid by Contractor to any Disposal Facility for such Disposal.

2.7 “Disposal Facility” means any fully-permitted Subtitle D approved Solid Waste landfill, approved by City pursuant to Section 4.1 below, to which Contractor transports Acceptable Waste for Disposal (including, without limitation, any authorized transfer station for ultimate Disposal at such a landfill).

2.8 “Food Waste” means food scraps, paper tissues, paper napkins and towels, coffee grounds and filters, pizza boxes, food soiled paper plates and cups, and miscellaneous paper not suitable Attachment 4

3 for recycling that is discarded (as from a Commercial or Residential Property kitchen).

2.9 “Franchised Waste Hauler” means any person that possesses a franchise, permit, license or contract from a public agency authorizing such person to collect and transport Solid Waste from generators of such Solid Waste in or subject to such agency’s jurisdiction.

2.10 "Green Waste" means tree trimmings, grass cuttings, plants, leaves, branches and trees (not more than six (6) inches in diameter or more than four (4) feet in length) and similar materials.

2.11 "Hazardous Waste" means all substances defined as hazardous waste, acutely hazardous waste or extremely hazardous waste by the State of California, or identified as hazardous waste by the U.S. Environmental Protection Agency, under applicable laws or regulations.

2.12 "Household Hazardous Waste" means Hazardous Waste that is generated at Residential Properties.

2.13 "Mixed Organic Waste" means Green Waste and Food Waste.

2.14 “Pass-Through Costs” means Disposal Costs, Processing Costs and Regulatory Costs, as well as any increase above $10.00 per ton in the lease rate payable under the lease between City and Contractor for the Transfer Station Site and the Improvements attached hereto as Exhibit F.

2.15 “Processing” means the act of salvaging, reprocessing, marketing and selling or reusing Recyclables, Food Waste, Green Waste, Mixed Organic Waste and Wood Waste for the purpose of Recycling, whether directly or through one or more third parties (including, in the case of Food Waste, Green Waste and Mixed Organic Waste, composting or anaerobic digestion), and shall include other means of diverting Solid Waste from landfills.

2.16 “Processing Costs” means fees, if any, paid by Contractor to a Processing Facility for Processing Recyclables, Food Waste, Green Waste, Mixed Organic Waste, Wood Waste and Solid Waste received at the Transfer Station. The amount paid by Contractor to PRS for Food Waste, Mixed Organic Waste, Green Waste or Wood Waste delivered to the PRS Facility shall be as determined under that certain First Amended and Restated Agreement for Receipt of Wood Waste, Green Waste and Mixed Organic Waste among PRS, UWS and SWS of even date herewith and attached hereto as Exhibit A (the “PRS Agreement”).

2.17 “Processing Facility” means, with respect to Recyclables, the PRS Facility and/or any other authorized facility selected and approved pursuant to Section 4.1 below, with respect to Green Waste and Wood Waste and subject to Section 4.5 below, the PRS Facility, the Scotia Facility (as defined in Section 4.5 below), or other licensed biomass conversion facility approved by the City Manager for Processing, the CCC Facility (as defined in Section 4.5 below), and/or any other authorized facility selected and approved pursuant to Section 4.1.2 and 4.5 below, and with respect to Food Waste and Mixed Organic Waste and subject to Section 4.6 below, the PRS Facility, the CCC Facility, and/or any other authorized facility selected and approved pursuant to Section 4.1.2 and/or 4.6 below.

2.18 “PRS” means Pacific Recycling Solutions, Inc.

2.19 “PRS Facility” means the materials recovery and green waste facility operated by PRS, currently located at 4260 North State Street, Ukiah, California and/or 3501 Taylor Drive and 3515 Taylor Attachment 4

4 Drive, Ukiah, California.

2.20 "Recyclables" means Solid Waste which may be Recycled, including, without limitation, paper, newsprint, printed matter, pasteboard, paper containers, cardboard, glass, aluminum, PET, HDPE, and other plastics, beverage containers, compostable materials (including Segregated Food Waste, Mixed Organic Waste, Green Waste and/or Wood Waste), electronic waste, wood, brick and stone in reusable size and condition, those items of Construction Debris and Demolition Debris which are described in Sections 2.4 and 2.5, appliances and automobile and light truck tires. Contractor shall report changes in Recyclables accepted at the Transfer Station to the City Manager who must approve those changes.

2.21 “Recycle” means the process of reusing or processing Solid Waste into a form suitable for reuse consistent with the requirements of the California Integrated Waste Management Act of 1989, as amended (“AB 939”).

2.22 “Regulatory Costs” means all regulatory and governmental fees and charges incurred by Contractor in connection with providing services under this Agreement, including, without limitation, Surcharges which may be adopted from time to time, such as but not limited to, the City Landfill Fee and MSWMA fee, as shown on Exhibit E, payable to City, MSWMA or such other jurisdiction whose fee is acceptable to and approved by the City, and remains in force, pursuant to Section 1.1 above.

2.23 "Segregated" means:

2.23.1 As to Recyclables other than Food Waste, Mixed Organic Waste, Green Waste and Wood Waste, Recyclables that have been separated from Solid Waste that is not Recyclables and from Food Waste, Mixed Organic Waste, Green Waste and Wood Waste prior to delivery to the Transfer Station, and that are saleable or acceptable for Processing without further sorting. (For example, cardboard and glass that have been separated by a Self-Hauler from wet garbage is Segregated.)

2.23.2 As to any of Food Waste, Mixed Organic Waste, Green Waste or Wood Waste, each of those types of waste that has been separated from Solid Waste that is not Recyclables and from each of Food Waste, Mixed Organic Waste, Green Waste and Wood Waste, as applicable, prior to delivery to the Transfer Station, and that in each case are saleable or acceptable for Processing without further sorting. (For example, Food Waste that has been separated from all Solid Waste by whatever means, and Recyclables, including Green Waste and Wood Waste, is Segregated.)

2.24 “Self-Haulers” means persons delivering Acceptable Waste or Recyclables to the Transfer Station who are not Franchised Waste Haulers.

2.25 "Solid Waste" means all putrescible and nonputrescible residential refuse, commercial solid waste, institutional solid waste, garbage, Food Waste, Green Waste, Wood Waste and rubbish as defined in Public Resources Code Section 40191, including, without limitation, for the purposes of this Agreement Construction Debris, Demolition Debris and Recyclables, but excluding Hazardous Waste and Household Hazardous Waste.

2.26 [Reserved]

2.27 “Surcharge” means any per ton, or other, fee imposed by City on MSW (as defined below) received at the Transfer Station, such as, but not limited to, the Landfill Fee payable to City Attachment 4

5 pursuant to Section 5 below, and the MSWMA Fee payable to the Mendocino Solid Waste Management Authority (“MSWMA”) (currently $5.00 per ton), and that remains in force, pursuant to Section 1.1 above, or any similar fee of any other jurisdiction that is acceptable to and approved by City, including, in each case, any fees or charges adopted to replace or supplement any such Surcharge or fee.

2.28 “Transfer Station” means the facility located on the Transfer Station Site.

2.29 “Transfer Station Site” means the real property commonly known as 3151 Taylor Drive, Ukiah, California, Mendocino County Assessor’s Parcel No. 14-140-13, and which is depicted and described on Exhibit C attached hereto and hereby incorporated herein.

2.30 “Unacceptable Waste” means the types of Solid Waste that may not be received at the Transfer Station unless authorized by the permits issued for the operation of the Transfer Station.

2.31 “Wood Waste” means unpainted and untreated lumber and boards separated from Solid Waste, including other Recyclables.

3. Term. Subject to earlier termination in accordance with the terms of this Agreement, the term of this Agreement shall commence on October 1, 2015 (the “Effective Date”) and continue for a period of eleven (11) years and three (3) months through December 31, 2026, provided that Contractor shall have one (1) option to extend this Agreement and the rights granted hereunder on the terms and conditions herein for a period of five (5) years commencing January 1, 2027 and ending December 31, 2031. Notice of Contractor’s exercise of such option must be given at least six (6) months prior to December 31, 2026.

The option to extend hereunder may not be exercised unless Contractor is in material compliance with the terms of this Agreement at the time of exercise and on December 31, 2026. It is the parties’ intention that, subject to prior termination hereunder or thereunder, the term of this Agreement be coextensive with the term of the Collection Agreement.

4. Operations. Contractor shall provide the following operations at the Transfer Station:

4.1 Receipt, Transfer and Disposal of Solid Waste. Contractor shall accept, for the per ton or per yard Rate for Municipal Solid Waste (“MSW”), set forth in Exhibit D attached hereto as adjusted under Section 6 below, Acceptable Waste delivered to the Transfer Station by Franchised Waste Haulers and Self-Haulers, and shall transfer or transport such Acceptable Waste to a Disposal Facility or a Processing Facility, in accordance with the terms of this Agreement. The initial Disposal Facility shall be the Eastlake landfill, the initial Recyclables Processing Facility shall be the PRS Facility, the initial Green Waste and Wood Waste Processing Facility is described in Section 4.5 below, and the initial Food Waste and Mixed Organic Waste Processing Facility is described in Section 4.6 below. Any alternate or successor Disposal or Processing Facility to the initial Facilities approved or described in this Agreement shall be subject to City’s approval as provided hereafter.

4.1.1 At least one year and three months before the expiration of the term of the disposal contract between Contractor and the existing Disposal Facility, Contractor shall begin the process of selecting a successor Disposal Facility (which may be the existing Disposal Facility), and at least seven months before such expiration, Contractor shall give City written notice identifying the proposed Disposal Facility, including its name and location, and the particulars of the disposal costs it recommends for the period of the new disposal agreement. Such notice shall include: (1) the anticipated tipping fee and other charges for Disposal at that Facility (2) a comparison of the disposal costs of the expiring disposal agreement to the new recommended disposal costs; (3) any impact the new recommended disposal costs will have on the Gate Fee (4) a justification statement, if the recommended Attachment 4

6 disposal costs will increase by more than an annual CPI adjustment; (5) a list of Contractor explored disposal options not recommended, and (6) why the Contractor believes the recommended Disposal Option is best. Before giving such notice to City, Contractor has a duty under this Agreement to have vigorously explored all Disposal options reasonably available. The notice shall be accompanied by a copy of the proposed contract between Contractor and such Facility. Contractor shall also provide City with any additional information about such Disposal Facility reasonably requested by City. Contractor’s use of the proposed Facility shall be subject to the City Council’s approval, which shall not be unreasonably withheld. In acting on a request for approval, the City shall consider, among other things, whether the use of that Facility available at a reasonable cost to the ratepayers considering the environmental benefits and the available alternatives; provided, however, that if the City Council determines that another Disposal Facility reasonably available to Contractor will provide the same service at a lower cost, Contractor shall use that Facility.

4.1.2 Contractor shall provide City with written notice as soon as Contractor knows that it will use a Processing Facility instead of or in addition to the PRS Facility, the Scotia Facility, any licensed biomass conversion facility approved by the City Manager, or the CCC Facility. The notice shall provide the name and location of the proposed Facility, the anticipated gate fee and other charges for Processing at that Facility, and a copy of the proposed contract between Contractor and such Facility.

Contractor shall also provide City with any additional information about such Processing Facility reasonably requested by City. Contractor’s use of the proposed Processing Facility shall be subject to the City Council’s approval, which shall not be unreasonably withheld. In acting on a request for approval, the City shall consider, among other things, whether the use of that Facility is available at a reasonable cost to the ratepayers considering the environmental benefits and the available alternatives, and otherwise qualifies as an Authorized Facility. The City Council may consider any other factor reasonably related to a legitimate City interest in its management of waste collection and disposal, including, but not limited to, alternative technologies and facilities, the impact on rates, past performance and regulatory history of the processing facilities under consideration, factors affecting the facilities’ future performance, and the public interest.

4.1.3 In the event that any Facility described above cannot accept Solid Waste, Recyclables, Green Waste, Wood Waste, Food Waste or Mixed Organic Waste Generated in City on a temporary basis due to no fault of Contractor, or due to events beyond the control of Contractor, such as acts of God, public emergency, strike or lockout by employees of another entity unrelated to Contractor, Contractor shall locate and use an alternate Facility for the duration of such circumstance; provided, however, that City approval in accordance with this Section 4.1 shall be required if the Facility cannot accept the applicable materials for a period of time exceeding three (3) months.

4.2 Buy-Back Recycling. Contractor shall operate a certified Beverage Container Recycling Center at the Transfer Station that will provide redemption buy-back from the public in accordance with the rules of CalRecycle, and which is open to the public during regular business hours at least six days per week.

4.3 Drop-Off Recycling. Contractor shall accept at a designated area of the Transfer Station, at no charge, Segregated Recyclables (other than Food Waste, Mixed Organic Waste, Green Waste, Wood Waste and the types of Recyclables listed on Exhibit D as bearing a charge), from Self-Haulers, and shall transfer or transport such Recyclables for Processing to a Processing Facility, in accordance with the terms of this Agreement. Contractor shall accept at a designated area of the Transfer Station, at the designated Recycling Rate set forth on Exhibit D as adjusted under Section 6 below, Segregated Recyclables of the types listed on Exhibit D as bearing a charge, from Self-Haulers, and shall transfer or Attachment 4

7 transport such Recyclables for Processing to a Processing Facility, in accordance with the terms of this Agreement. Contractor shall be entitled to retain all revenue it receives from the sale of such Recyclables. Any residue from the Recyclables received at the Transfer Station that cannot be processed shall be disposed of at a Disposal Facility. City may designate any entity, including MSWMA, to provide hazardous waste load-check and refrigerant removal at no cost to Contractor or the general public.

4.4 Household Hazardous Waste Recycling. Contractor shall, at the applicable Rate set forth on Exhibit D as adjusted under Section 6 below, accept from Self-Haulers who are residents of City, oil filters, used motor oil (up to five gallons per customer), antifreeze and automobile and boat batteries, and shall transfer or transport such items for Processing to a Processing Facility, in accordance with the terms of this Agreement. Contractor shall be entitled to retain all revenue it receives from the sale of such items. Any residue from such items that cannot be Processed shall be disposed in accordance with all legal requirements at a City approved facility fully licensed to accept such materials.

4.5 Green Waste and Wood Waste. Contractor shall accept at a designated area of the Transfer Station, at the applicable Green Waste Rates specified in Exhibit D as adjusted under Section 6 below, Segregated Green Waste and Segregated Wood Waste from Self-Haulers, and shall transfer or transport all such Green Waste and Wood Waste to the Scotia biomass conversion facility (the “Scotia Facility”), any licensed biomass conversion facility approved by the City Manager, the Cold Creek Compost, Inc. composting facility (the “CCC Facility”), or the PRS Facility for Processing, in accordance with the terms of this Agreement. Any residue from the Green Waste or Wood Waste received at the Transfer Station that cannot be Processed shall be disposed of at the Disposal Facility or at any licensed landfill selected by PRS.

4.6 Food Waste and Mixed Organic Waste. Notwithstanding any other provision in this Agreement, Contractor shall not be required to accept or Process any Segregated Food Waste or Segregated Mixed Organic Waste delivered to the Transfer Station until January 1, 2017 and subject to the receipt by PRS of all government approvals and permits necessary for PRS to receive, commingle, store and handle such Food Waste and Mixed Organic Waste. Once such approvals and permits have been received by PRS and such date has occurred, Contractor shall, if (1) PRS permits do not allow selfhaulers to deliver Food Waste or Mixed Organic Waste to the PRS Facility (and PRS does not intend to seek such allowance), and (2) requested in writing by the City Manager: (a) accept at a designated area of the Transfer Station Segregated Food Waste and Segregated Mixed Organic Waste from City and County Self-Haulers at the applicable Mixed Organic Waste Rates specified in Exhibit D as adjusted under Section 6 below, and transfer or transport all such Food Waste and Mixed Organic Waste for Processing to the PRS Facility, in accordance with the terms of this Agreement; and (b) due to space constraints and subject to Section 5.11(d) of the Collection Agreement, direct City and County Franchised Haulers to deliver all Segregated Food Waste and/or Segregated Mixed Organic Waste for Processing to another facility; provided, however, that if the CCC Facility shall refuse, due to no fault of Contractor, UWS or PRS, to accept Mixed Organic Waste that is not a Contaminated Load (as defined in the Agreement for Mixed Organic Waste Services between PRS and CCC dated September 15, 2015, which is attached as Exhibit 1 to Exhibit A to this Agreement (the “CCC Agreement”)) or if the CCC Facility shall shut down or cease operating, Contractor shall deliver the Mixed Organic Waste received at the Transfer Station for Processing or to the licensed facility that is least expensive (taking into account costs of Processing and transportation), with any increase in the costs to Contractor of using the new facility instead of the PRS Facility and the CCC Facility being passed through to Contractor and treated as a Pass-Through adjustment to the Rates on the next Rate Adjustment Date pursuant to Section 6.3 below.

Attachment 4

8 4.7 Reuse Facility. Contractor shall provide a reuse area at the Transfer Station where Contractor shall make available for give-away or sale salvageable items such as doors, windows, furniture, appliances, toys and tools brought to the Transfer Station by Self-Haulers. Contractor shall be entitled to retain all revenues from the sale of such items.

4.8 Unacceptable Waste Prohibited. Contractor shall not knowingly accept Unacceptable Waste at the Transfer Station, except for those recyclable Household Hazardous Wastes described in Section 4.4 above. Contractor shall continuously inspect customer vehicles and the tipping floor for Unacceptable Waste. Unacceptable Waste shall be refused and returned to the customer, unless the Unacceptable Waste is already dumped on the tipping floor and the vehicle of origin is unknown.

Contractor shall accept title to any Unacceptable Waste received at the Transfer Station and not so returned, and shall safely segregate, contain, store and dispose of it in accordance with applicable law.

4.9 Refusal of Waste. When Contractor refuses Unacceptable Waste that is brought to the Transfer Station by a customer, Contractor will inform the customer of the most convenient and economical legal option available for disposal of that Waste. Written information on such disposal options will be kept available at all times in the scale house, and a log shall be maintained to detail such refusal of Waste acceptance.

4.10 Title to Waste. Contractor shall accept ownership and title to all Acceptable Waste, Recyclables, Food Waste, Mixed Organic Waste, Green Waste and Wood Waste at the time of unloading of such materials at the Transfer Station.

4.11 Hours of Operation. Contractor will receive Acceptable Waste, Recyclables, Food Waste, Mixed Organic Waste, Green Waste and Wood Waste at the Transfer Station only between the hours 7 a.m. and 4 p.m. Monday through Friday for Franchised Waste Haulers and from 7:30 a.m. to 4 p.m. Monday through Saturday for Self-Haulers throughout the year, except for the following holidays:

New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day and Christmas Day; provided, however, that if New Year’s Day, July 4th or Christmas Day falls on a Sunday, Contractor may with the consent of City’s City Manager’s observe the holiday on the Saturday before the holiday; and, provided, further, that Franchised Waste Haulers may deliver to the Transfer Station between 6 a.m. and 4 p.m. on the day after any such holiday. Within this schedule, Contractor may specify different hours for Franchised Waste Haulers and Self-Haulers. Any such changes shall be reported to the City no later than thirty (30) days before the effective date of the change and shall be revised at the direction of the City Council. Such hours are subject to change in accordance with changes to Contractor’s permits for the Transfer Station.

4.12 Additional Services. Contractor shall provide additional services upon request of City or upon the proposal of Contractor as approved by City subject, if the costs incurred by Contractor to provide such services increase, to the establishment by mutual written agreement of a reasonable service fee therefor.

4.13. Permits and Licenses. Contractor shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals required for Contractor to perform the services described herein, including, without limitation, an operating permit from the County of Mendocino. City shall cooperate with Contractor in connection with such permits, licenses and approvals, and shall renew all such permits, licenses and approvals issued by City, provided that Contractor is not in material breach of this Agreement and provided Contractor shall have fulfilled all requirements for the renewal of such Attachment 4

9 permits, licenses and approvals. Contractor shall provide City’s City Manager or his or her designee with copies of all permits or amendments or renewals thereof which are not issued by City.

4.14 Applicable Law. Contractor shall perform all its obligations under this Agreement in accordance with all applicable laws, including, without limitation, the permits, licenses and approvals described in Section 4.12 above, and shall be solely liable for all fines and penalties that may be imposed on Contractor for violations thereof.

5. Landfill Fee and Other Surcharges. Within forty-five (45) days after the end of each calendar month during the term of this Agreement, Contractor shall remit to City as a landfill fee a sum of money equal to Two Dollars ($2.00) per ton (or the equivalent amount for a cubic yard), or such other amount approved by City, of Acceptable Waste received by Contractor at the Transfer Station, and any other Surcharge, approved by and acceptable to the City still in force shall be remitted to City or another entity, as directed by the City, within ninety (90) days after the end of each calendar month. If these fees are not paid on or before such due date, a late payment fee in an amount equal to eighty-three one-hundredths of a percent (0.83%) of the amount owing per month will be charged for each thirty (30) day period, or portion thereof, that the fee remains unpaid. Each monthly remittance to City shall be accompanied by a statement detailing the Acceptable Waste received at the Transfer Station for the period covered.

6. Gate Rate and Other Service Fees.

6.1 Establishment. Exhibit D sets forth the gate rate and other service fees for services provided by Contractor under this Agreement (collectively, the “Rates”) effective as of the Effective Date. Contractor shall not charge lower Rates to any Franchised Waste Hauler or Self Hauler serving or from areas outside the City. Such Rates shall be subject to review and revision as set forth in Sections

6.2, 6.3, 6.4 and 6.5 below. Contractor shall not charge any amount in excess of the approved Rates for services required by or permitted under this Agreement.

6.2 Modification Based on Consumer Price Index, Fuel Index and Certain Pass-Through Costs.
(a) Per Ton MSW Rate. The per ton Municipal Solid Waste (“MSW”) Rate shall be adjusted January 1st every year, beginning January 1, 2013 (“Rate Adjustment Date”) to reflect changes in the CPI, the Fuel Index and certain Pass-Through Costs by an amount determined in accordance with the Transfer Station Rate Calculation attached hereto as Exhibit E (the “Calculation”). (b) Definitions. For purposes of Rate adjustments pursuant to this Section 6.2 and the Calculation, the following terms shall have the following meanings. (i) “Base Fuel Cost” means Contractor’s actual costs for diesel and other fuels used in performing services under this Agreement for the year ended December 31, 2010 or $152,533.47.
(ii) “Base Revenue” means Contractor’s total revenue received from Franchised Haulers and Self-Haulers during the Comparison Year, excluding revenue from the sale of scrap metal, Recyclables purchased under the buy-back program, and compost. (iii) “Base Year” means the year ended June 30th one year prior to June 30th of the Comparison Year.
(iv) “Comparison Year” means the year ended June 30th immediately prior to the relevant Rate Adjustment Date.
(v) “Contractor Rate” means the per ton MSW Rate minus the per ton Franchise Fees.
(vi) “CPI” means the Consumer Price Index, All Urban Consumers, U.S. City Attachment 4

10 Average, All Items (1982-1984=100), published by the United States Department of Labor, Bureau of Labor Statistics.
(vii) “Disposal Fees – Garbage” means the actual Disposal Costs paid by Contractor for Solid Waste delivered by Contractor to the Disposal Facility during the Comparison Year. (viii) “Disposal Fees – Processing” means the actual Processing Costs paid by Contractor to PRS or any other Authorized Facility for Recyclables, Green Waste, Mixed Organic Waste and Food Waste delivered by Contractor to the PRS Facility or such Authorized Facility, respectively, during the Comparison Year.
(ix) “Fuel Costs” means Contractor’s actual costs for diesel and other fuels used in performing services under this Agreement during the Comparison Year. (x) “Fuel Index” means the California No.2 Diesel Retail Sales by all Sellers (Dollars Per Gallon) published by the U. S. Energy Information Administration. (xi) “Operating Costs” means all of Contractor’s costs to operate the Transfer Station under this Agreement, including, without limitation, labor costs, vehicle and vehicle-related costs, maintenance, insurance and transportation costs, but excluding Fuel Costs, Pass-Through Costs and the costs of purchasing scrap metal, Recyclables purchased under the buy-back program, and compost (including sales taxes).
(c) Rules. For purposes of Rate adjustments pursuant to this Section 6.2 and the Calculation, the following rules shall apply.
(i) “CPI Change” shall be calculated as one hundred percent (100%) of the percentage increase or decrease, if any, in the CPI during the Comparison Year, using the CPI published for June of such Year as compared with the CPI published for June of the Base Year. (ii) “Fuel Index Change” shall be calculated as one hundred percent (100%) of the percentage increase or decrease, if any, in the Fuel Index from June of the Base Year through June of the Comparison Year; provided, however, that, notwithstanding Section 6.2(b)(iii) above, “Base Year” for purposes of the Fuel Index Change shall mean the year ended June 30, 2010; and, provided, further, that the Fuel Index Change adjustment (i.e., Fuel Index Change multiplied by Base Fuel Cost) for any Rate Adjustment Date shall be calculated after removal of such adjustment for the prior Rate Adjustment Date.
(iii) The Adjustments for destination charges and Disposal Fees with respect to the use of the Eastlake landfill that appear in the Calculation are not recurring. (iv) Rate adjustments for changes in Franchise Fees that take effect on a date other than January 1st, as well as changes in other Pass-Through Costs, will be determined under Section

6.3 below and not under this Section 6.2.
(v) If City elects to purchase the Transfer Station Site and the Improvements on December 31, 2016 pursuant to Section 12 below, the cost entitled “Construction/Lease $2.36/ton” in the Calculation will be increased annually commencing January 1, 2018 by one hundred percent (100%) of the percentage increase or decrease, if any, in the CPI during the Comparison Year, using the CPI published for June of such Year as compared with the CPI published for June of the Base Year. (vii) As set forth in the Calculation, each adjustment in the per ton MSW Rate pursuant to this Section 6.2 shall equal the percentage adjustment in the Contractor Rate plus the per ton Franchise Fees.
(d) Per Yard MSW and Minimum MSW Rates. Each of the per yard MSW Rate, minimum MSW Rate and per can MSW Rate shall be adjusted January 1st every year (beginning January 1, 2013), as follows: the per yard MSW Rate shall equal 24.05% of the Contractor Rate, plus the per ton Franchise Fees divided by 5.54; the minimum MSW Rate shall equal the per yard MSW Rate divided by two (2); and the per can MSW Rate shall equal the minimum MSW Rate divided by three (3). All rates in this Section 6.2(d) shall be rounded to the nearest five cents. (e) All Other Rates. Each of the Rates set forth on Exhibit D other than the MSW Attachment 4

11 Rates shall be adjusted January 1st every year (beginning January 1, 2013) by an amount equal to the percentage increase or decrease, if any, in the Contractor Rate (i.e., determined before adjusting for Franchise Fees) . All rates in this Section 6.2(e) shall be rounded to the nearest five cents. (f) Procedure. The procedure for Rate adjustments under this Section 6.2 shall be as follows:
(i) Not later than August 15th of each year, Contractor shall file with the City Manager a written notice of intention to adjust each of the then current Rates effective as of January 1st of the next year in accordance with Section 6.2(a) through (e) above. (ii) Within sixty (60) days of the filing of the notice of intention, the City Manager shall review the notice and either confirm that the proposed Rates are within the limit of Section

6.2 above or establish by mutual agreement with Contractor any necessary changes to the proposed Rates to make such confirmation.
(iii) Not later than October 20th, the City Manager shall inform the City Council in writing of his or her determination regarding the proposed new Rates and the City Council shall be entitled to review and confirm that the proposed Rates are within the limit of Section 6.2 above or establish by mutual agreement with Contractor any necessary changes to the proposed Rates to make such confirmation, not later than November 20th. Any Rates shall become effective on the following January 1st
, provided that Contractor shall post notice of the revised Rates at the Transfer Station not later than December 1st
.
(iv) In the event that the CPI or the Fuel Index described in Section 6.2 above shall be discontinued or materially modified during the term of this Agreement, the parties shall together select a replacement index and/or otherwise change Section 6.2 above so as to replicate, as nearly as possible, the mutual intention of the parties to rely on the results of either index described in Section 6.2 as in effect on the date hereof.

6.3 Modification Based on Changes in Pass-Through Costs. In addition to adjustments under Section 6.2 above, each Rate shall be adjusted to reflect changes in Pass-Through Costs that are not the subject of Rate adjustments pursuant to Section 6.2 above, as follows. Using the section of the Calculation entitled “Revenue Base,” each Rate shall be increased by an amount equal to the increase in applicable Pass-Through Costs, and decreased by an amount equal to the decrease in applicable PassThrough Costs, in each case so as to cause such Rate to compensate for such change in Pass-Through Costs as of the date such change becomes effective and either payable by or a benefit to Contractor, and taking into account the increase or decrease in Franchise Fees payable in respect of such change.

Changes in Pass-Through Costs resulting from a change in Disposal Facilities or Processing Facilities shall cause an increase in Rates as provided herein only if Contractor has complied with Sections 4.1.1 and 4.1.2 and City has approved the successor or alternate Facilities in accordance with such Sections, subject to Section 4.6.

6.4 Five Year Review. Once every five (5) years (beginning no later than April 2, 2016 for purposes of adjusting the Rates effective January 1, 2017), City shall conduct a review for the purpose of determining whether or not the automatic adjustments provided in Sections 6.2, 6.3 and 6.5 have adequately adjusted the Rates to cover the actual increase or decrease in the Contractor’s reasonable operating costs or have exceeded those costs and whether the Rates remains fair to the ratepayer and the Contractor. Depending on the results of that review the City may approve an increase or decrease in the Rates. City shall complete each such review and adjustment, if any, at least three months (3) prior to the beginning of such year (by September 30, 2016 in the case of the first such review), and Contractor shall cooperate with such review. In conducting each such review, City shall consider the following information: financial records of Contractor (including operating expenses and revenues and Disposal, Processing, Regulatory and other costs of Contractor, and Contractor revenues), the factors described in Attachment 4

12 Section 6.5 below, and rates charged for comparable services at similar facilities. Increases or decreases in the Rates pursuant to this Section 6.4 shall be subject to the notice and public hearing requirements in the Ukiah City Code, Division 4, Chapter 6, Article 1, commencing with Section 3950. The City may conduct such investigation as it deems necessary to perform this review and Contractor shall cooperate with such investigation, which may include the City’s inspection and copying of Contractor records and review and/or audit of Contractor’s financial records by a City retained CPA, the costs of which shall be reimbursed to City from Base Revenue but treated as a Pass-Through Cost for rate setting purposes.

6. 5 Modification Based on Extraordinary Items. In addition to adjustments under Sections

6.2, 6.3, and 6.4 above, Contractor may request an increase in the Rates if Contractor’s costs increase or its revenues decrease solely as the result of extraordinary circumstances beyond its control that could not have been reasonably anticipated by Contractor (such as a Change in Law) and if the increase in costs or decrease in revenues unavoidably adversely affects Contractor’s opportunity to operate at a reasonable profit. Contractor shall have the burden of producing evidence satisfactory to City demonstrating its need for a rate increase prior to the regular Five Year Review pursuant to Section 6.4 above, including, but not limited to, Reviewed or Audited financial statements of Contractor, if requested by City. The City Council shall consider the request pursuant to the notice and public hearing procedures in Ukiah City Code, Division 4, Chapter 6, Article 1, commencing with Section 3950.

6.6 Billing. Contractor shall charge and collect from all customers at the Transfer Station upon receipt of materials, or bill such customers, for all services hereunder. Interest of one percent (1%) per month or the highest rate permitted under applicable law, whichever is less, shall be applied to any past due amounts until paid in full. Amounts shall be past due if not paid within thirty (30) days of billing. Contractor shall have the right to refuse service to any customer that is more than sixty (60) days delinquent on his, her or its account.

7. Provisions Applicable to Equipment and Personnel.

7.1 Equipment. Contractor shall provide all equipment necessary to perform the services described in the Agreement, sufficient in number and capacity to efficiently perform the work required by this Agreement. All equipment used at the Transfer Station shall be maintained in good working condition and be suitable for use at the facility without causing unreasonable wear and tear or damage to the improvements constructed on the Site. The equipment shall comply with all applicable legal requirements. Contractor shall keep the outside of the truck bodies free from dirt and filth, and shall clean the inside of the trucks in a sanitary manner on a regular basis. Suitable measures shall be taken to prevent refuse from falling into public streets or places. Contractor shall keep all trucks freshly painted in a uniform manner, and the firm name or logo, telephone number, and truck number of each truck shall appear in a conspicuous manner. Contractor shall keep all equipment in good maintenance and repair, regularly inspect same, and keep accurate records of all maintenance.

7.2 Facility Maintenance. Contractor shall maintain the Site and the tipping floor in an orderly condition with proper signage to direct users to the appropriate locations on the Site to conduct their business. All refuse deposited on the tipping floor shall be removed within 24 hours of its deposit.

Contractor shall employ reasonable measures to control noise, odors, litter and other nuisance conditions.

Contractor will be responsible for all repair, maintenance and replacement of the Transfer Station in order to keep it in sound working order, including, without limitation, the tipping floor surface, driveways, gates, fences, electrical distribution systems, ventilation and heating, fire sprinklers, floor drains, walls, doors, roof, restrooms, fixed equipment and landscaping. Contractor will keep the tipping floor free of major cracks, holes and breaks, and will keep any tractor not equipped with rubber tires or tracks from Attachment 4

13 coming in contact with the tipping floor or driveways. All repairs made by Contractor will be with an identical article or material or an equal approved by City.

7.3 Transport of Materials. Contractor shall not allow Solid Waste, Recyclables, Green Waste, Food Waste, Mixed Organic Waste or Wood Waste to blow or fall from any vehicle used for transportation. Contractor shall clean up any and all spills, including oil and debris on the streets, resulting from its operations. Should Contractor fail to promptly clean up such spills resulting from its operations after notice from City, Contractor shall be liable to City for all reasonable costs incurred by City in doing so.

7.4 Staffing. Contractor shall employ sufficient staff to provide service in a safe manner at the Transfer Station, and to meet its obligations under this Agreement, including, without limitation, a Transfer Station Manager. All personnel shall be qualified to perform their assigned tasks and will possess the required licenses, permits or training for the tasks they perform. Contractor shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment at or in connection with the operation of the Transfer Station. Contractor shall use its best efforts to assure that all employees present a neat appearance, conduct themselves in a courteous manner, and perform the work as quietly as possible.

7.5 Subcontractors. Contractor shall not subcontract any of the services under this Agreement without the prior written consent of City.

8. Records and Reports.

8.1 Contractor shall keep and maintain accurate books and records clearly showing its revenues and expenses in connection with the operations provided for in this Agreement. Contractor will also keep and preserve records of all loads of Acceptable Waste, Recyclables, Food Waste, Mixed Organic Waste, Green Waste, Wood Waste and Household Hazardous Waste received at the Transfer Station, and will report to City every three (3) months during the term hereof the total quantities and payments received. Contractor shall provide written notice to City of the location of its records and any change in the location.

8.2 City’s designated representative shall be allowed access to the Transfer Station Site at all times when the Transfer Station is open, and upon prior written notice to Contractor shall be allowed to inspect and copy any and all records of Contractor containing information about the operation of the Transfer Station for purposes of audit or to verify the recordkeeping procedures of Contractor. City’s designated representative shall also be allowed access to the Site during non-operating hours upon prior written notice to the Transfer Station Manager. Contractor shall fully cooperate with City in reviewing or investigating information in Contractor’s records or pertaining to Transfer Station operations.

9. Hold Harmless and Insurance.

9.1 Contractor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, representatives and employees from any and all actions, claims or damages brought for or on account of injuries to or death of any person or damage to property of all kinds resulting from or arising out of the operations of Contractor, its officers, agents, employees or servants pursuant to this Agreement. The duty of Contractor to indemnify and hold harmless shall include the duty to defend as set forth in California Civil Code Section 2778.

Attachment 4

14 9.2 Contractor shall have in effect during the term of this Agreement, workers' compensation and employer liability insurance providing full statutory coverage.

9.3 Contractor shall take out and maintain during the term of this Agreement, liability insurance for the following types and minimum amounts:
(a) General liability, including comprehensive form, premises operations, products/completed operations, hazard, contractual insurance, broad form property damage, independent contractors and personal liability, with limits for bodily and property damage combined of $500,000 each occurrence and $500,000 aggregate.
(b) Automobile liability, including comprehensive form, owned, hired and non-owned, with a limit of $1,000,000 for bodily injury and property damage combined. (c) Excess liability, umbrella form, with a limit for bodily injury and property damage combined of $5,000,000 each occurrence and $5,000,000 aggregate. (d) Pollution and remediation liability with limits in an amount of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate insuring against loss, the cost of remediation and legal defense as a result of pollution conditions arising out of the collision, upset or overturn of Contractor vehicles in conjunction with this Agreement. (e) Broad form fire insurance approved by City, jointly in the names of Contractor and City, covering not less than the full replacement cost of all improvements on the Transfer Station Site. In the event of damage to any portion of the Transfer Station, Contractor shall rebuild, repair or otherwise reinstate the damaged improvements in good and substantial manner, with such reconstruction to commence within ninety (90) days after the damage occurs.

Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating.

Insurance certificates evidencing the required coverage shall be filed with City and shall be subject to approval by the City Attorney. City, its City Council, boards, commissions, officers, agents and employees shall be named as additional insureds on any such policies of insurance which shall also contain a provision that the insurance afforded thereby shall be primary. No such policy shall be cancelled or modified except upon thirty (30) days' prior written notice to City.

9.4 Contractor shall post a $250,000 performance bond or financial instrument reasonably acceptable to the City Manager as security for Contractor’s faithful performance of each and every term, covenant and condition of this Agreement to be performed by Contractor, provided that the cost of such bond or other instrument shall be included in the Operating Cost Component.

10. Remedies upon Default.

10.1 Contractor shall be deemed in default of this Agreement in the event Contractor defaults in the performance of any of the duties to be performed by it under the terms of this Agreement and fails to cure the breach as further provided in this Section 10.1. City shall give Contractor written notice, either by mail or by personal service, setting forth the default. Contractor shall correct such default within thirty (30) days after service of such notice (within seven (7) days if City determines that the public health or safety is at risk) unless the default cannot, by its nature, be cured within said period, in which case the cure period shall be extended for such additional time as is reasonably necessary to effect a cure, provided that Contractor shall commence efforts to effect a cure as soon as practicable and shall diligently pursue the cure. . If Contractor commits three or more breaches of material provisions of this Agreement within an eighteen (18) month period, whether cured or not, the Contractor shall be deemed to Attachment 4